UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-Q

 

 

(MARK ONE)

x

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2009March 31, 2010

OR

 

¨

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from to

Commission File Number 033-44202

 

 

Prudential Annuities Life Assurance

Corporation

(Exact Name of Registrant as Specified in its Charter)

 

Connecticut 06-1241288

(State or Other Jurisdiction


of Incorporation or Organization)

 

(I.R.S. Employer


Identification Number)

One Corporate Drive

Shelton, Connecticut 06484

(203) 926-1888

(Address and Telephone Number of Registrant’s Principal Executive Offices)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesx No¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of the Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes¨ No¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer

  ¨

Accelerated filer   ¨

  

  Accelerated filer¨

Non-accelerated filerx

  

  x

Smaller reporting company

¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes¨ Nox

As of November 13, 2009,May 14, 2010, 25,000 shares of the registrant’s Common Stock (par value $100) consisting of 100 voting shares and 24,900 non-voting shares, were outstanding. As of such date, Prudential Annuities, Inc. formerly known as American Skandia, Inc., an indirect wholly owned subsidiary of Prudential Financial, Inc., a New Jersey corporation, owned all of the registrant’s Common Stock.

Prudential Annuities Life Assurance Corporation meets the conditions set

forth in General Instruction (H) (1) (a) and (b) on Form 10-Q and

is therefore filing this Form 10-Q in the reduced disclosure format.

 


TABLE OF CONTENTS

 

Page
PART I FINANCIAL INFORMATION

  Page
Number

Item 1. Financial Statements:

  
 

Unaudited Interim Statements of Financial Position


As of September 30, 2009March 31, 2010 and December 31, 20082009

  

4

 

Unaudited Interim Statements of Operations and Comprehensive Income


Three Months Ended March 31, 2010 and Nine Months Ended September 30, 2009 and 2008

  

5

 

Unaudited Interim Statement of Equity

Nine
Three Months Ended September 30,March 31, 2010 and 2009 and 2008

  

6

 

Unaudited Interim Statements of Cash Flows

Nine
Three Months Ended September 30,March 31, 2010 and 2009 and 2008

  

7

 

Notes to Unaudited Interim Financial Statements

  

8

Item 2.

 

Management’s Discussion and Analysis of Financial Condition and Results of
Operations

  

     37

34

Item 4.

 

Controls and Procedures

  

     47

42

PART II OTHER INFORMATION

  

Item 1.

 

Legal Proceedings

  

     48

42

Item 1A.

Risk Factors

  

     49

42

Item 6.

 

Exhibits

  

     49

43

SIGNATURES

  

     50

44

 

2


FORWARD LOOKING STATEMENTS

Certain of the statements included in this Quarterly Report on Form 10-Q, including but not limited to those in Management’s Discussion and Analysis of Financial Condition and Results of Operations, constitute forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Words such as “expects,” “believes,” “anticipates,” “includes,” “plans,” “assumes,” “estimates,” “projects,” “intends,” “should,” “will,” “shall” or variations of such words are generally part of forward-looking statements. Forward-looking statements are made based on management’s current expectations and beliefs concerning future developments and their potential effects upon Prudential Annuities Life Assurance Corporation. There can be no assurance that future developments affecting Prudential Annuities Life Assurance Corporation will be those anticipated by management. These forward-looking statements are not a guarantee of future performance and involve risks and uncertainties, and there are certain important factors that could cause actual results to differ, possibly materially, from expectations or estimates reflected in such forward-looking statements, including, among others: (1) general economic, market and political conditions, including the performance and fluctuations of fixed income, equity, real estate and other financial markets, particularly in light of severe economic conditions and the severe stress experienced by the global financial markets since the second half of 2007;markets; (2) the availability and cost of external financing for our operations, which has been affected by the stress experienced by the global financial markets; (3) interest rate fluctuations; (4) reestimates of our reserves for future policy benefits and claims; (5) differences between actual experience regarding mortality, morbidity, persistency, surrender experience, interest rates, or market returns and the assumptions we use in pricing our products, establishing liabilities and reserves or for other purposes; (6) changes in our assumptions related to deferred policy acquisition costs, valuation of business acquired or goodwill;acquired; (7) changes in our claims-paying or credit ratings; (8) investment losses, defaults and counterparty non-performance; (9) competition in our product lines and for personnel; (10) changes in tax law; (11) regulatory or legislative changes, including government actions in response to the stress experienced by the global financial markets; (12) adverse determinations in litigation or regulatory matters and our exposure to contingent liabilities; (13) domestic or international military actions, natural or man-made disasters including terrorist activities or pandemic disease, or other events resulting in catastrophic loss of life; (14) ineffectiveness of risk management policies and procedures in identifying, monitoring and managing risks; (15) effects of acquisitions, divestitures and restructurings, including possible difficulties in integrating and realizing the projected results of acquisitions; (16) changes in statutory or U.S. GAAP accounting principles, practices or policies; and (17) changes in assumptions for retirement expense. As noted above, the period since the second half of 2007 has been characterized by extreme adverse market and economic conditions. The foregoing risks are even more pronounced in these unprecedentedsevere adverse market and economic conditions.conditions such as those that began in the second half of 2007 and continued into 2009. Prudential Annuities Life Assurance Corporation does not intend, and is under no obligation, to update any particular forward-looking statement included in this document. See “Risk Factors” included in the QuarterlyAnnual Report on Form 10-Q10-K for the quarterly periodyear ended June 30,December 31, 2009 for a discussion of certain risks relating to our businesses and investment in our securities.

 

3


PART I-FINANCIAL INFORMATION

ITEM 1.Financial Statements

Prudential Annuities Life Assurance Corporation

Unaudited Interim Statements of Financial Position

As of September 30, 2009March 31, 2010 and December 31, 20082009 (in thousands, except share amounts)

 

  September 30,
2009
  December 31,
2008
          March 31,         
2010
          December 31,         
2009

ASSETS

        

Fixed maturities available for sale, at fair value (amortized cost – 2009: $6,731,538; 2008: $9,893,430)

  $7,234,976  $9,869,342

Fixed maturities available for sale, at fair value (amortized cost, 2010: $5,998,097; 2009: $6,056,960 )

  $6,514,104  $6,493,887

Trading account assets, at fair value

   82,610   51,422   80,608   79,892

Equity securities available for sale, at fair value (cost – 2009:$17,622; 2008: $12,024)

   18,567   10,119

Equity securities available for sale, at fair value (cost, 2010:$17,086; 2009: $17,085)

   19,421   18,612

Commercial mortgage and other loans

   328,585   371,744   369,313   373,080

Policy loans

   13,147   13,419   13,297   13,067

Short-term investments

   228,228   254,046   442,904   705,846

Other long-term investments

   4,123   37,529   3,748   2,995
            

Total investments

   7,910,236   10,607,621   7,443,395   7,687,379
            

Cash and cash equivalents

   3,378   26,549   292,011   71,548

Deferred policy acquisition costs

   1,164,288   1,247,131   1,495,920   1,411,571

Accrued investment income

   85,362   91,301   79,565   77,004

Reinsurance recoverable

   493,500   2,110,264   -   40,597

Income taxes receivable

   252,741   259,541   -   230,427

Valuation of business acquired

   48,936   78,382   43,554   52,596

Deferred sales inducements

   727,807   726,314   817,078   801,876

Receivables from parent and affiliates

   124,401   65,151   65,259   119,300

Investment receivable on open trades

   296,235   26,541   22   7,984

Other assets

   6,379   52,461   8,074   7,056

Separate account assets

   37,276,324   24,259,992   45,313,034   41,448,712
            

TOTAL ASSETS

  $            48,389,587  $            39,551,248  $55,557,912  $    51,956,050
            

LIABILITIES AND STOCKHOLDER’S EQUITY

        

LIABILITIES

        

Policyholders’ account balances

  $7,535,622  $10,261,698  $6,526,330  $6,894,651

Future policy benefits and other policyholder liabilities

   783,690   2,486,584   123,525   292,921

Payables to parent and affiliates

   136,969   54,107   92,136   76,439

Cash collateral for loaned securities

   454,675   269,461   335,534   263,617

Income Tax Payable

   5,717   -

Short-term borrowing

   3,001   186,268   5,418   54,585

Long-term borrowing

   175,000   179,547   775,000   775,000

Investment payable on open trades

   -   5   75,965   11

Other liabilities

   233,578   153,011   309,398   242,205

Separate account liabilities

   37,276,324   24,259,992   45,313,034   41,448,712
            

TOTAL LIABILITIES

  $46,598,859  $37,850,673  $53,562,057  $50,048,141
            

Commitments and Contingent Liabilities (See Note 4)

        

STOCKHOLDER’S EQUITY

        

Common stock, $100 par value; 25,000 shares, authorized, issued and outstanding

  $2,500  $2,500  $2,500  $2,500

Additional paid-in capital

   974,921   974,921   985,876   974,921

Retained earnings

   659,712   729,100   830,216   798,170

Accumulated other comprehensive income (loss)

   153,595   (5,946)

Accumulated other comprehensive income

   177,263   132,318
            

Total stockholder’s equity

  $1,790,728  $1,700,575  $1,995,855  $1,907,909
            

TOTAL LIABILITIES AND STOCKHOLDER’S EQUITY

  $48,389,587  $39,551,248  $55,557,912  $51,956,050
            

See Notes to Unaudited Interim Financial Statements

 

4


Prudential Annuities Life Assurance Corporation

Unaudited Interim Statements of Operations and Comprehensive Income

Three Months and Nine Months Ended September 30,March 31, 2010 and 2009 and 2008 (in thousands)

 

 

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

Three Months Ended

March 31,

  2009  2008  2009  2008          2010          2009

REVENUES

              

Premiums

  $3,862  $6,537  $10,699  $18,074  $7,406  $  3,108

Policy charges and fee income

   80,212   160,812   262,899   518,314   184,164    106,183

Net investment income

   116,525   82,237   393,406   184,095   98,560    146,188

Asset administration fees and other income

   52,605   51,909   131,291   164,818   69,089    35,503

Realized investment gains (losses), net:

              

Other-than-temporary impairments on fixed maturity securities

   (1,730)   (3,861)   (23,489)   (21,410)   (11,327)    (15,340)

Other-than-temporary impairments on fixed maturity securities transferred to Other

   (3,393)   -   12,136   -

Comprehensive Income

        

Other-than-temporary impairments on fixed maturity securities transferred to Other Comprehensive

Income

   10,671    11,933

Other realized investment gains (losses), net

   (22,208)   (26,187)   18,158   (73,471)   (6,201)    15,937
                  

Total realized investment gains (losses), net

   (27,331)   (30,048)   6,805   (94,881)   (6,857)    12,530
                  

Total revenues

  $        225,873  $        271,447  $        805,100  $        790,420  $352,362  $  303,512
                  

BENEFITS AND EXPENSES

              

Policyholders’ benefits

   (39,886)   157,319   (1,720)   196,192   (1,956)    82,182

Interest credited to policyholders’ account balances

   72,237   78,592   350,821   167,115   121,688    260,403

Amortization of deferred policy acquisition costs

   19,554   81,201   332,217   160,477   92,229    518,771

General, administrative and other expenses

   99,735   97,523   275,486   290,095

General administrative and other expenses

   113,008    86,881
                  

Total benefits and expenses

  $151,640  $414,635  $956,804  $813,879  $324,969  $  948,237
                  
              
                  

Income (loss) from operations before income taxes

  $74,233  $(143,188)  $(151,704)  $(23,459)  $27,393  $  (644,725)
                  

Income tax (benefit) expense

   (4,925)   (39,486)   (96,801)   (31,032)   (4,653)    (261,783)
              
            

NET INCOME (LOSS)

  $79,158  $(103,702)  $(54,903)  $7,573  $32,046  $  (382,942)
                  

Change in net unrealized investment gains (losses), net of taxes (1)

   110,593   (36,888)   168,248   (48,552)   44,945    28,471
              
            

COMPREHENSIVE INCOME (LOSS)

  $189,751  $(140,590)  $113,345  $(40,979)  $76,991  $  (354,471)
                  

(1) Amounts are net of tax benefits (expense) of $(24.6) million and $(15.6) million for the three months ended March 31, 2010 and 2009.

(1)

Amounts are net of tax benefits (expense) of $(60.6) million and $21.4 million for the three months ended September 30, 2009 and 2008, respectively; and $(92.2) million and $27.8 million for the nine months ended September 30, 2009 and 2008, respectively.

See Notes to Unaudited Interim Financial Statements

 

5


Prudential Annuities Life Assurance Corporation

Unaudited Interim Statement of Equity

NineThree Months Ended September 30,March 31, 2010 and 2009 and 2008 (in thousands)

 

 

   Common
Stock
  Additional
paid-in

capital
  Retained
earnings
  Accumulated
other
comprehensive
income (loss)
  Total equity

Balance, December 31, 2008

    $2,500  $974,921  $729,100  $(5,946)  $1,700,575

Net income (loss)

   -   -   (54,903)   -   (54,903)

 Impact of adoption of new guidance for other-than-temporary impairments of debt securities, net of taxes

   -   -   8,707   (8,707)   -

Distribution from/(to) parent

   -   -   (23,192)     (23,192)

Other comprehensive income net of taxes

   -   -   -   168,248   168,248
    

Balance, September 30, 2009

    $            2,500  $        974,921  $        659,712  $153,595  $    1,790,728
    
   Common
Stock
  Additional
paid-in

capital
  Retained
earnings
  Accumulated
other
comprehensive
income (loss)
  Total equity

Balance, December 31, 2007

    $2,500  $434,096  $709,142  $2,537  $1,148,275

Net income

       7,573     7,573

Other comprehensive income (loss), net of taxes

         (48,552)   (48,552)
    

Balance, September 30, 2008

    $        2,500  $        434,096  $        716,715  $(46,015)  $    1,107,296
    
       Common    
Stock
      Additional    
paid-in

capital
      Retained    
earnings
  Accumulated
other
  comprehensive  
income
    Total equity  

Balance, December 31, 2009

  $ 2,500  $ 974,921  $ 798,170  $ 132,318  $ 1,907,909

Net income

   -   -   32,046   -   32,046

Distribution from/(to) parent

   -   10,955   -   -   10,955

Other comprehensive income, net of taxes

   -   -   -   44,945   44,945
    

Balance, March 31, 2010

  $2,500  $985,876  $830,216  $177,263  $1,995,855
    
   Common
Stock
  Additional
paid-in

capital
  Retained
earnings
  Accumulated
other
comprehensive
income (loss)
  Total equity

Balance, December 31, 2008

  $2,500  $974,921  $729,100  $ (5,946)  $1,700,575

Net loss

   -   -   (382,942)   -   (382,942)
Impact of adoption of new guidance for other-than-temporary impairments of debt securities, net of taxes   -   -   8,706   (8,706)   -

Other comprehensive income, net of taxes

   -   -   -   28,471   28,471
    

Balance, March 31, 2009

  $2,500  $ 974,921  $354,864  $13,819  $ 1,346,104
    

See Notes to Unaudited Interim Financial Statements

 

6


Prudential Annuities Life Assurance Corporation

Unaudited Interim Statements of Cash Flows

NineThree Months Ended September 30,March 31, 2010 and 2009 and 2008 (in thousands)

 

   Nine months
ended
    September 30,    
2009
  Nine months
ended
    September 30,    
2008

CASH FLOWS (USED IN) FROM OPERATING ACTIVITIES:

    

Net income (loss)

  $(54,903)  $7,573

Adjustments to reconcile net income to net cash provided by operating activities:

    

Realized investment (gains) losses, net

   (6,805)   94,882

Amortization and depreciation

   (9,501)   22,009

Interest credited to policyholders’ account balances

   386,291   126,074

Change in:

    

Policy reserves

   (1,694,973)   535,683

Accrued investment income

   6,293   (39,987)

Trading account assets

   (9,920)   3,142

Net receivable (payable) to parent and affiliates

   29,457   13,156

Deferred sales inducements

   (67,131)   (139,530)

Deferred policy acquisition costs

   (120,530)   (167,174)

Income taxes payable (receivable)

   (85,575)   (31,022)

Reinsurance Recoverable

   1,616,764   (388,046)

Other, net

   (103,518)   (21,618)
        

Cash Flows (Used in) From Operating Activities

  $(114,051)  $15,142
        

CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES:

    

Proceeds from the sale/maturity of:

    

Fixed maturities, available for sale

  $6,020,101  $4,386,952

Equity securities, available for sale

   11,624   34

Commercial mortgage and other loans

   52,051   6,472

Trading account assets

   5,722   -

Policy loans

   45   1,233

Other long-term investments

   374   504

Short-term investments

   4,635,665   10,038,334

Payments for the purchase/origination of:

    

Fixed maturities, available for sale

   (2,932,061)   (10,455,145)

Equity securities, available for sale

   (17,500)   -

Commercial mortgage and other loans

   (10,495)   (6,738)

Trading account assets

   (23,191)   -

Policy loans

   (238)   (1,762)

Other long-term investments

   (11,436)   (25,651)

Short-term investments

   (4,609,670)   (11,428,567)
        

Cash Flows from (Used in) Investing Activities

  $3,120,991  $(7,484,334)
        

CASH FLOWS (USED IN) FROM FINANCING ACTIVITIES:

    

Decrease in future fees payable to PAI, net

  $(734)  $(10,161)

Cash collateral for loaned securities

   185,214   153,835

Securities sold under agreement to repurchase

   -       191

Repayments of debt (maturities longer than 90 days)

   (4,547)   (30,000)

Net increase (decrease) in short-term borrowing

   (183,267)   161,793

Drafts outstanding

   3,702   (15,436)

Capital contribution from (to) Parent

   (23,192)   -

Policyholders’ account balances

    

Deposits

   2,754,641   10,331,938

Withdrawals

   (5,761,928)   (2,574,500)
        

Cash Flows (Used in) From Financing Activities

  $(3,030,111)  $8,017,660
        

Net increase (decrease) in cash and cash equivalents

   (23,171)   548,468

Cash and cash equivalents, beginning of year

   26,549   697
        

CASH AND CASH EQUIVALENTS, END OF PERIOD

  $3,378  $549,165
        

       Three months    
ended
March 31,
2010
      Three months    
ended
March  31,
2009

CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES:

    

Net income (loss)

  $32,046  $(382,942)

Adjustments to reconcile net income to net cash provided by operating activities:

    

Realized investment (gains) losses, net

   6,857   (12,530)

Amortization and depreciation

   (4,211)   3,962

Interest credited to policyholders’ account balances

   100,893   99,675

Change in:

    

Future policy benefit reserves

   22,153   (892,894)

Accrued investment income

   (2,841)   (17,299)

Trading account assets

   (250)   (2,905)

Net receivable (payable) to affiliates

   69,847   74

Deferred sales inducements

   (9,667)   133,036

Deferred policy acquisition costs

   (93,524)   431,032

Income taxes payable (receivable)

   211,416   (261,776)

Reinsurance recoverable

   (46)   941,946

Other, net

   (94,165)   (17,876)
        

Cash Flows From Operating Activities

  $238,508  $21,503
        

CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES:

    

Proceeds from the sale/maturity of:

    

Fixed maturities, available for sale

  $222,141  $1,850,216

Shares in equities, available for sale

   4,633   35

Commercial mortgage and other loans

   3,979   2,084

Trading account assets

   719   525

Policy loans

   -   44

Other long-term investments

   68   -

Short-term investments

   1,096,466   1,341,867

Payments for the purchase/origination of:

    

Fixed maturities, available for sale

   (80,814)   (1,593,204)

Shares in equities, available for sale

   (5,000)   (17,500)

Commercial mortgage and other loans

   -   (447)

Trading account assets

   (508)   (20,074)

Policy loans

   (332)   -

Other long-term investments

   (1,354)   -

Short-term investments

   (833,484)   (1,570,371)

Notes receivable from parent and affiliates, net

   7,912   -
        

Cash Flows From (Used in) Investing Activities

  $414,426  $(6,825)
        

CASH FLOWS (USED IN) FROM FINANCING ACTIVITIES:

    

Capital contribution from (to) Parent

  $10,955  $-

Decrease in future fees payable to PAI, net

   -   (573)

Cash collateral for loaned securities

   71,917   30,251

Securities sold under agreement to repurchase

   (2)   -

Repayments of debt (maturities longer than 90 days)

   -   (4,547)

Net increase (decrease) in short-term borrowing

   (49,167)   (186,268)

Drafts outstanding

   7,798   1,059

Policyholders’ account balances

    

Deposits

   864,399   1,366,466

Withdrawals

   (1,338,371)   (1,247,474)
        

Cash Flows Used in Financing Activities

  $(432,471)  $(41,086)
        

Net increase (decrease) in cash and cash equivalents

   220,463   (26,408)

Cash and cash equivalents, beginning of period

   71,548   26,549
        

CASH AND CASH EQUIVALENTS, END OF PERIOD

  $292,011  $141
        

See Notes to Unaudited Interim Financial Statements

 

7


Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements

 

 

1.

BUSINESS

Prudential Annuities Life Assurance Corporation (the “Company”, “we”, or “our”), formerly known as American Skandia Life Assurance Corporation, with its principal offices in Shelton, Connecticut, is an indirect wholly-owned subsidiary of Prudential Financial, Inc. (“Prudential Financial”), a New Jersey corporation. The Company is a direct wholly owned subsidiary of Prudential Annuities, Inc. (“PAI”), formerly known as American Skandia, Inc., which in turn is an indirect wholly owned subsidiary of Prudential Financial. On December 19, 2002, Skandia Insurance Company Ltd. (publ) (“Skandia”), an insurance company organized under the laws of the Kingdom of Sweden, and the ultimate parent company of the Company prior to May 1, 2003, entered into a definitive purchase agreement (the “Acquisition Agreement”) with Prudential Financial, whereby Prudential Financial would acquire the Company and certain of its affiliates (the “Acquisition”) and would be authorized to use the American Skandia name through April, 2008. On May 1, 2003, the Acquisition was consummated. Thus, the Company is now an indirect wholly owned subsidiary of Prudential Financial. During 2007, we began the process of changing the Company’s name and the names of various legal entities that include the “American Skandia” name, as required by the terms of the Acquisition. The Company’s name was changed effective January 1, 2008.

The Company develops long-term savings and retirement products, which are distributed through its affiliated broker/dealer company, Prudential Annuities Distributors, Incorporated (“PAD”), formerly known as American Skandia Marketing, which is a wholly owned subsidiary of PAI. The Company currently issues variable and fixed deferred and immediate annuities for individuals and groups in the United States of America and its territories.America.

The Company is engaged in a business that is highly competitive because of the large number of stock and mutual life insurance companies and other entities engaged in marketing insurance products, and individual and group annuities.

In March 2010, with very limited exceptions, the Company has ceased offering its existing variable annuity products (and where offered, the companion market value adjustment option) to new investors upon the launch of a new product in each of Pruco Life Insurance Company and Pruco Life Insurance Company of New Jersey (which are affiliates of the Company within the Prudential Annuities business unit). In general, the new product line offers the same optional living benefits and optional death benefits as offered by the Company's existing variable annuities. However, subject to applicable contractual provisions and administrative rules, the Company will continue to accept purchase payments on inforce contracts under existing annuity products. These initiatives are being implemented to create operational and administrative efficiencies by offering a single product line of annuity products from a more limited group of legal entities. In addition, by limiting its variable annuity offerings to a single product line sold through one insurer (and its affiliate, for New York sales), Prudential Annuities expects to convey a more focused, cohesive image in the marketplace.

 

2.

BASIS OF PRESENTATION

The unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and on a basis consistent with reporting interim financial information in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the U.S. Securities and Exchange Commission (the “SEC”). The Company has evaluated subsequent events through November 13, 2009, the date these financial statements were issued as part of this Quarterly Report on Form 10-Q.

These interim financial statements are unaudited but reflect all adjustments that, in the opinion of management, are necessary to provide a fair presentation of the results of operations and financial condition of the Company for the interim periods presented. All such adjustments are of a normal recurring nature. The results of operations for any interim period are not necessarily indicative of results that may be expected for athe full year. These unaudited interim financial statements should be read in conjunction with the audited financial statements and notes thereto contained in the Company’sCompany's Annual Report on Form 10-K for the year ended December 31, 2008.2009.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

The most significant estimates include those used in determining deferred policy acquisition costs and related amortization; valuation of business acquired and its amortization; amortization of sales inducements; valuation of investments including derivatives and the recognition of other-than-temporary impairments; future policy benefits including guarantees; provision for income taxes and valuation of deferred tax assets; reserves for contingent liabilities, including reserves for losses in connection with unresolved legal matters.

During the first quarter of 2010, policy charges and fee income included a $19 million benefit related to an unaffiliated reinsurance payable recorded in prior periods.

Reclassifications

Certain amounts in prior periods have been reclassified to conform to the current period presentation.

 

8


Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements

3.

ACCOUNTING POLICIES AND ACCOUNTING PRONOUNCEMENTS

Investments in Debt and Equity Securities

The Company’s investments in debt and equity securities include fixed maturities; trading account assets; equity securities; and short-term investments. The accounting policies related to these are as follows:

Fixed maturities are comprised of bonds, notes and redeemable preferred stock. Fixed maturities classified as “available for sale” are carried at fair value. See Note 7 for additional information regarding the determination of fair value. The amortized cost of fixed maturities is adjusted for amortization of premiums and accretion of discounts to maturity. Interest income, as well as the related amortization of premium and accretion of discount is included in “Net investment income” under the effective yield method. For mortgage-backed and asset-backed securities, the effective yield is based on estimated cash flows, including prepayment assumptions based on data from widely accepted third-party data sources or internal estimates. In addition to prepayment assumptions, cash flow estimates vary based on assumptions regarding the underlying collateral including default rates and changes in value. These assumptions can significantly impact income recognition and the amount of other-than-temporary impairments

8


Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements

3.

ACCOUNTING POLICIES AND ACCOUNTING PRONOUNCEMENTS (continued)

recognized in other comprehensive income. For high credit quality mortgage-backed and asset-backed securities (those rated AA or above), cash flows are provided quarterly, and the amortized cost and effective yield of the security are adjusted as necessary to reflect historical prepayment experience and changes in estimated future prepayments. The adjustments to amortized cost are recorded as a charge or credit to net investment income in accordance with the retrospective method. For asset-backed and mortgage-backed securities rated below AA, the effective yield is adjusted prospectively for any changes in estimated cash flows. See the discussion below on realized investment gains and losses for a description of the accounting for impairments as well as the impact of the Company’s adoption on January 1, 2009 of new authoritative guidance for the recognition and presentation of other-than-temporary impairments for debt securities. Unrealized gains and losses on fixed maturities classified as “available for sale,” net of tax, and the effect on deferred policy acquisition costs, valuation of business acquired, deferred sales inducements, future policy benefits and policyholders’ dividends that would result from the realization of unrealized gains and losses, are included in “Accumulated other comprehensive income (loss).”

Trading account assets, at fair value, represents the equity securities held in support of a deferred compensation plan and investments. These instruments are carried at fair value. Realized and unrealized gains and losses on trading account assets are reported in “Asset administration fees and other income.” Interest and dividend income from these investments isare reported in “Net investment income.”

Equity securities, available for saleare comprised of common stock, and non-redeemable preferred stock, and are carried at fair value. The associated unrealized gains and losses, net of tax, and the effect on deferred policy acquisition costs, deferred sales inducements, valuation of business acquired, and future policy benefits that would result from the realization of unrealized gains and losses, are included in “Accumulated other comprehensive income (loss)”. The cost of equity securities is written down to fair value when a decline in value is considered to be other than temporary. See the discussion below on realized investment gains and losses for a description of the accounting for impairments. Dividends from these investments are recognized in “Net investment income” when declared.

Short-term investments primarily consist of investments in certain money market funds as well as highly liquid debt instruments with a maturity of greater than three months and less than twelve months when purchased. These investments are generally carried at fair value.

Realized investment gains (losses)are computed using the specific identification method. Realized investment gains and losses are generated from numerous sources, including the sale of fixed maturity securities, equity securities, investments in joint ventures and limited partnerships and other types of investments, as well as adjustments to the cost basis of investments for net other than temporary impairments recognizerecognized in earnings. Realized investment gains and losses are also generated from prepayment premiums received on private fixed maturity securities, provisions for losses on commercial mortgage and other loans, and fair value changes on embedded derivatives and free-standing derivatives that do not qualify for hedge accounting treatment.

The Company’s available-for-sale securities with unrealized losses are reviewed quarterly to identify other-than-temporary impairments in value. In evaluating whether a decline in value is other-than-temporary, the Company considers several factors including, but not limited to the following: (1) the extent and the duration of the decline; (2) the reasons for the decline in value (credit event, currency or interest-rate related, including general credit spread widening); and (3) the financial condition of and near-term prospects of the issuer. With regard to available-for-sale equity securities, the Company also considers the ability and intent to hold the investment for a period of time to allow for a recovery of value. When it is determined that a decline in value of an equity security is other-than-temporary, the carrying value of the equity security is reduced to its fair value, with a corresponding charge to earnings.

In addition, in April 2009, the Financial Accounting Standards Board (FASB) revised the authoritative guidance for the recognition and presentation of other-than-temporary impairments for debt securities. The Company early adopted this guidance on January 1, 2009. This guidance indicates that an other-than-temporary impairment must be recognized in earnings for a debt security in an unrealized loss position when an entity either (a) has the intent to sell the debt security or (b) more likely than not will be required to sell the debt security before its anticipated recovery. Prior to the adoption of this guidance the Company was required to record an other-than-temporary impairment for a debt security unless it could assert that it had both the intent and ability to hold the security for a period of time sufficient to allow for a recovery in its’ fair value to its amortized cost basis. This revised guidance indicates that an other-than-temporary impairment must be recognized in earnings for a debt security in an unrealized loss position when an entity either (a) has the intent to sell the debt security or (b) more likely than not will be

9


Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements

3. ACCOUNTING POLICIES AND ACCOUNTING PRONOUNCEMENTS (continued)

required to sell the debt security before its anticipated recovery. For all debt securities in unrealized loss positions that do not meet either of these two criteria, the guidance requires that the Company analyze its ability to recover the amortized cost by comparing the net present value of projected future cash flows with the amortized cost of the security. The net present value is calculated by discounting the Company’s best estimate of projected future cash flows at the effective interest rate implicit in the debt security prior to impairment. The Company may use the estimated fair value of collateral as a proxy for the net present value if it believes that the security is dependent on the liquidation of collateral for recovery of its investment. If the net present value is less than the amortized cost of the investment, the difference is recorded as an other-than-temporary impairment.

Under the authoritative guidance for the recognition and presentation of other-than-temporary impairments, when an other-than-temporary impairment of a debt security has occurred, the amount of the other-than-temporary impairment recognized in earnings depends on whether the Company intends to sell the security or more likely than not will be required to sell the security before recovery of its amortized cost basis. If the debt security meets either of these two criteria, the other-than-temporary impairment recognized in earnings is equal to the entire difference between the security’s amortized cost basis and its fair value at the impairment measurement date. For other-than-temporary impairments of debt securities that do not meet these two criteria, the net amount recognized in earnings is equal to

9


Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements

3.

ACCOUNTING POLICIES AND ACCOUNTING PRONOUNCEMENTS (continued)

the difference between the amortized cost of the debt security and its net present value calculated as described above. Any difference between the fair value and the net present value of the debt security at the impairment measurement date is recorded in “Other comprehensive income (loss).” Unrealized gains or losses on securities for which an other-than-temporary impairment has been recognized in earnings is tracked as a separate component of “Accumulated other comprehensive income (loss).” Prior to the adoption of this guidance in 2009, an other-than-temporary impairment recognized in earnings for debt securities was equal to the total difference between amortized cost and fair value at the time of impairment.

For debt securities, the split between the amount of an other-than-temporary impairment recognized in other comprehensive income and the net amount recognized in earnings is driven principally by assumptions regarding the amount and timing of projected cash flows. For mortgage-backed and asset-backed securities, cash flow estimates consider the payment term of the underlying assets backing a particular security, including prepayment assumptions, are based on data from widely accepted third-party data sources or internal estimates. In addition to prepayment assumptions, cash flow estimates vary based oninclude assumptions regarding the underlying collateral including default rates and recoveries which vary based on the asset type and changes in value.geographic location, as well as the vintage year of the security. For structured securities, the payment priority within the tranche structure is also considered. For all other debt securities, cash flow estimates are driven by assumptions regarding probability of default and estimates regarding timing and amount of recoveries associated with a default.

The Company has developed these estimates using information based on its historical experience as well as using market observable data, such as industry analyst reports and forecasts, sector credit ratings and other data relevant to the collectability of a security.security such as the general payment term of the security and the security’s position within the capital structure of the issuer.

The new cost basis of an impaired security is not adjusted for subsequent increases in estimated fair value. In periods subsequent to the recognition of an other-than-temporary impairment, the impaired security is accounted for as if it had been purchased on the measurement date of the impairment. For debt securities, the discount (or reduced premium) based on the new cost basis may be accreted into net investment income in future periods based on prospective changes in cash flow estimates, to reflect adjustments to the effective yield.

Derivative Financial Instruments

Derivatives are financial instruments whose values are derived from interest rates, foreign exchange rates, financial indices or the valuevalues of securities or commodities.securities. Derivative financial instruments we generally used by the Companyuse include swaps, options, and futures and may be exchange-traded or contracted in the over-the-counter market. Derivative positions are carried at fair value, generally by obtaining quoted market prices or through the use of valuation models. Values can be affected by changes in interest rates, foreign exchange rates, credit spreads, market volatility and liquidity. Values can also be affected by changes in estimates and assumptions including those related to counterparty behavior and non-performance risk used in valuation models.

Derivatives are used to manage the characteristics of the Company’s asset/liability mix, and manage the interest rate and currency characteristics of assets or liabilities. Additionally, derivatives may be used to seek to reduce exposure to interest rate and foreign currency risks associated with assets held or expected to be purchased or sold, and liabilities incurred or expected to be incurred.

Derivatives are recorded as assets, within “Other long-term investments, at fair value” or as liabilities, within “Other liabilities, in the Statement of Financial Position, except for embedded derivatives, which are recorded in the Statement of Financial Position with the associated host contract. The Company nets the fair value of all derivative financial instruments with counterparties for which a master netting arrangement has been executed. As discussed in detail below and in Note 8, all realized and unrealized changes in fair value of derivatives, with the exception of the effective portion of cash flow hedges, are recorded in current earnings. Cash flows from these derivatives are reported in the operating and investing activities sections in the StatementUnaudited Interim Statements of Cash Flows.

10


Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements

3. ACCOUNTING POLICIES AND ACCOUNTING PRONOUNCEMENTS (continued)

The Company designates derivatives as either (1) a hedge of the fair value of a recognized asset or liability or unrecognized firm commitment (“fair value” hedge), (2) a hedge of a forecasted transaction or the variability of cash flows to be received or paid related to a recognized asset or liability (“cash flow” hedge), (3) a foreign currency fair value or cash flow hedge (“foreign currency” hedge), (4) a hedge of a net investment in a foreign operation, or (5) a derivative entered into as an economic hedge that does not qualify for hedge accounting. If a derivative does not qualify for hedge accounting, all changes in its fair value, including net receipts and payments, are included in “Realized investment (losses), net” without considering changes in the fair value of the economically associated assets or liabilities.

To qualify for hedge accounting treatment, a derivative must be highly effective in mitigating the designated risk of the hedged item. Effectiveness of the hedge is formally assessed at inception and throughout the life of the hedging relationship. Even if a derivative qualifies for hedge accounting treatment, there may be an element of ineffectiveness of the hedge. Under such circumstances, the ineffective portion is recorded in “Realized investment gains (losses), net.”

The Company formally documents at inception all relationships between hedging instruments and hedged items, as well as its risk-management objective and strategy for undertaking various hedge transactions. This process includes linking all derivatives designated as fair

10


Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements

3.

ACCOUNTING POLICIES AND ACCOUNTING PRONOUNCEMENTS (continued)

value, cash flow, or foreign currency, hedges to specific assets and liabilities on the balance sheet or to specific firm commitments or forecasted transactions. Hedges of a net investment in a foreign operation are linked to the specific foreign operation.

When a derivative is designated as a fair value hedge and is determined to be highly effective, changes in its fair value, along with changes in the fair value of the hedged asset or liability (including losses or gains on firm commitments), are reported on a net basis in the income statement, generally in “Realized investment gains (losses), net.” When swaps are used in hedge accounting relationships, periodic settlements are recorded in the same income statement line as the related settlements of the hedged items.

When a derivative is designated as a cash flow hedge and is determined to be highly effective, changes in its fair value are recorded in “Accumulated other comprehensive income (loss)” until earnings are affected by the variability of cash flows being hedged (e.g., when periodic settlements on a variable-rate asset or liability are recorded in earnings). At that time, the related portion of deferred gains or losses on the derivative instrument is reclassified and reported in the income statement line item associated with the hedged item.

If it is determined that a derivative no longer qualifies as an effective fair value or cash flow hedge or management removes the hedge designation, the derivative will continue to be carried on the balance sheet at its fair value, with changes in fair value recognized currently in “Realized investment gains (losses), net.” The asset or liability under a fair value hedge will no longer be adjusted for changes in fair value and the existing basis adjustment is amortized to the income statement line associated with the asset or liability. The component of “Accumulated other comprehensive income (loss)” related to discontinued cash flow hedges is amortized to the income statement line associated with the hedged cash flows consistent with the earnings impact of the original hedged cash flows.

When hedge accounting is discontinued because the hedged item no longer meets the definition of a firm commitment, or because it is probable that the forecasted transaction will not occur by the end of the specified time period, the derivative will continue to be carried on the balance sheet at its fair value, with changes in fair value recognized currently in “Realized investment gains (losses), net.” Any asset or liability that was recorded pursuant to recognition of the firm commitment is removed from the balance sheet and recognized currently in “Realized investment gains (losses), net.” Gains and losses that were in “Accumulated other comprehensive income (loss)” pursuant to the hedge of a forecasted transaction are recognized immediately in “Realized investment gains (losses), net.”

If a derivative does not qualify for hedge accounting, all changes in its fair value, including net receipts and payments, are included in “Realized investment gains (losses), net” without considering changes in the fair value of the economically associated assets or liabilities.

The Company is a party to financial instruments that contain derivative instruments that are “embedded” in the financial instruments.instruments, the identification of which involves judgment. At inception, the Company assesses whether the economic characteristics of the embedded derivative are clearly and closely related to the economic characteristics of the remaining component of the financial instrument (i.e., the host contract) and whether a separate instrument with the same terms as the embedded instrument would meet the definition of a derivative instrument. When it is determined that (1) the embedded derivative possesses economic characteristics that are not clearly and closely related to the economic characteristics of the host contract, and (2) a separate instrument with the same terms would qualify as a derivative instrument, the embedded derivative is separated from the host contract, carried at fair value, and changes in its fair value are included in “Realized investment gains (losses), net.” For certain financial instruments that contain an embedded derivative that otherwise would need to be bifurcated and reported at fair value, the Company may elect to classify the entire instrument as a trading account asset and report it within “Trading account assets,” at fair value. The Company has entered into reinsurance agreements to transfer the risk related to the embedded derivatives contained in certain insurance product to affiliates. These reinsurance agreements are derivatives and have been accounted in the same manner as the embedded derivative.

Income TaxesAdoption of New Accounting Pronouncements

The dividends received deduction (“DRD”), reducesIn January 2010, the amountFASB issued updated guidance that requires new fair value disclosures about significant transfers between Level 1 and 2 measurement categories and separate presentation of dividend income subject to U.S. taxpurchases, sales, issuances, and settlements within the roll forward of Level 3 activity. Also, this updated fair value guidance clarifies the disclosure requirements about level of disaggregation and valuation techniques and inputs. This new guidance is a significant component of the difference between the Company’s effective tax ratefor interim and the federal statutory tax rate of 35%. The DRDannual reporting periods beginning after December 15, 2009, except for the current period was estimated using information from 2008, current year results,disclosures about purchases, sales, issuances, and was adjusted to take into account the current year’s equity market performance. The actual current year DRD can vary from the estimate based on factors such as, but not limited to, changessettlements in the amountroll forward of dividends received thatLevel 3 activity, which are eligibleeffective for the DRD, changesinterim and annual reporting periods beginning after December 15, 2010. The Company adopted this guidance effective January 1, 2010. The required disclosures are provided in the amount of distributions received from mutual fund investments, changes in the account balances of variable life and annuity contracts, and the Company’s taxable income before the DRD.

In August 2007, the IRS, released Revenue Ruling 2007-54, which included, among other items, guidance on the methodology to be followed in calculating the DRD related to variable life insurance and annuity contracts. In September 2007, the IRS released Revenue Ruling 2007-61. Revenue Ruling 2007-61 suspended Revenue Ruling 2007-54 and informed taxpayers that the U.S. Treasury Department and the IRS intend to address through new regulations the issues considered in Revenue Ruling 2007-54, including the methodology to be followed in determining the DRD related to variable life insurance and annuity contracts. On May 11, 2009, the Obama Administration released the “General Explanations of the Administration’s Revenue Proposals.” Although the Administration has not released proposed statutory language, one proposal would change the method used to determine the amount of the DRD. A change in the DRD, including the possible retroactive or prospective elimination of this deduction through regulation or legislation, could increase actual tax expense and reduce the Company’s net income. These activities had no impact on the Company’s 2008 or 2009 results.Note 7.

 

11


Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements

 

 

3.

3. ACCOUNTING POLICIES AND ACCOUNTING PRONOUNCEMENTS (continued)

Accounting Pronouncements Adopted

In June 2009, the FASB issued authoritative guidance for, and on July 1, 2009 launched, the FASB’s Accounting Standards CodificationTM as the source of authoritative U.S. GAAP to be applied by nongovernmental entities. The Codification is not intended to change U.S. GAAP but is a new structure which takes accounting pronouncements and organizes them by accounting topic. This guidance is effective for financial statements issued for interim and annual periods ending after September 15, 2009. The Company’s adoption of this guidance effective for the interim reporting period ending September 30, 2009 impacts the way the Company references U.S. GAAP accounting standards in the financial statements.

In May 2009, the FASB issued authoritative guidance for subsequent events, which addresses the accounting for and disclosure of subsequent events not addressed in other applicable GAAP, including disclosure of the date through which subsequent events have been evaluated. This guidance is effective for interim or annual periods ending after June 15, 2009. The Company’s adoption of this guidance effective with the interim period ending June 30, 2009 did not have a material effect on the Company’s financial position or results of operations. The required disclosure of the date through which subsequent events have been evaluated is provided in Note 1.

In April 2009, the FASB revised the authoritative guidance for disclosures about fair value of financial instruments. This new guidance requires disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies as well as in annual financial statements. This guidance also amends the disclosure requirements. This guidance is effective for interim reporting periods ending after June 15, 2009. The Company adopted this guidance effective with the interim period ending June 30, 2009. The required disclosures are provided in Note 7.

In April 2009, the FASB revised the authoritative guidance for the recognition and presentation of other-than-temporary impairments. This new guidance amends the other-than-temporary impairment guidance for debt securities and expands the presentation and disclosure requirements of other-than-temporary impairments on debt and equity securities in the financial statements. This guidance also requires that the required annual disclosures be made for interim reporting periods. This guidance does not amend existing recognition and measurement guidance related to other-than-temporary impairments of equity securities. This guidance is effective for interim and annual reporting periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. The Company adopted this guidance on January 1, 2009, which resulted in a net after-tax increase to retained earnings and decrease to accumulated other comprehensive income (loss) of $8.7 million, as of January 1, 2009. The disclosures required by this new guidance are provided in Note 6. See “Realized investment gains (losses)” above for more information.

In April 2009, the FASB revised the authoritative guidance for fair value measurements and disclosures to provide guidance on (1) estimating the fair value of an asset or liability if there was a significant decrease in the volume and level of trading activity for these assets or liabilities, and (2) identifying transactions that are not orderly. Further, this new guidance requires additional disclosures about fair value measurements in interim and annual periods. This guidance is effective for interim and annual reporting periods ending after June 15, 2009, and shall be applied prospectively. Early adoption is permitted for periods ending after March 15, 2009. The Company’s early adoption of this guidance effective January 1, 2009 did not have a material effect on the Company’s financial position or results of operations. The disclosures required by this revised guidance are provided in Note 7.

In September 2008, the FASB Emerging Issues Task Force (“EITF”) reached consensus on issuers’ accounting for liabilities measured at fair value with a third-party credit enhancement. The consensus concluded that (a) the issuer of a liability (including debt) with a third-party credit enhancement that is inseparable from the liability, shall not include the effect of the credit enhancement in the fair value measurement of the liability; (b) the issuer shall disclose the existence of any third-party credit enhancement on such liabilities, and (c) in the period of adoption the issuer shall disclose the valuation techniques used to measure the fair value of such liabilities and disclose any changes from valuation techniques used in prior periods. The Company’s adoption of this guidance on a prospective basis effective January 1, 2009 did not have a material effect on the Company’s financial position or results of operations.

In June 2008, the FASB EITF reached consensus on the following issues contained in authoritative guidance for derivative instruments and hedging activities for determining whether an instrument (or an embedded feature) is indexed to an entity’s own stock: (1) how an entity should evaluate whether an instrument (or embedded feature) is indexed to the entity’s own stock; (2) how the currency in which the strike price of an equity-linked financial instrument (or embedded equity-linked feature) is denominated affects the determination of whether the

12


Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements

3.

ACCOUNTING POLICIES AND ACCOUNTING PRONOUNCEMENTS (continued)

instrument is indexed to the entity’s own stock; (3) how an issuer should account for equity-linked financial instruments issued to investors for purposes of establishing a market-based measure of the grant-date fair value of employee stock options. This guidance clarifies what instruments qualify as indexed to an entity’s own stock and are thereby eligible for equity classification.The Company’s adoption of this guidance effective January 1, 2009 did not have a material effect on the Company’s financial position or results of operations.

In April 2008, the FASB revised the authoritative guidance for the determination of the useful life intangible assets. This new guidance amends the list of factors an entity should consider in developing renewal or extension assumptions used to determine the useful life of recognized intangible assets. This guidance is effective for fiscal years and interim periods beginning after December 15, 2008, with the guidance for determining the useful life of a recognized intangible asset being applied prospectively to intangible assets acquired after the effective date and the disclosure requirements being applied prospectively to all intangible assets recognized as of, and after, the effective date. The Company’s adoption of this guidance effective January 1, 2009 did not have a material effect on the Company’s financial position or results of operations.

In March 2008, the FASB issued authoritative guidance for derivative instruments and hedging activities which amends and expands the disclosure requirements for derivative instruments and hedging activities by requiring companies to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for , and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. The Company’s adoption of this guidance effective January 1, 2009 did not have a material effect on the Company’s financial position or results of operations. The required disclosure is included in Note 8.

In February 2008, the FASB issued the authoritative guidance for the accounting for transfers of financial assets and repurchase financing transactions. The new guidance provides recognition and derecognition guidance for a repurchase financing transaction, which is a repurchase agreement that relates to a previously transferred financial asset between the same counterparties, that is entered into contemporaneously with or in contemplation of, the initial transfer. The guidance is effective for fiscal years beginning after November 15, 2008. The Company’s adoption of this guidance on a prospective basis effective January 1, 2009 did not have a material effect on the Company’s financial position or results of operations.

In February 2008, the FASB issued the authoritative guidance which delays the effective date of the authoritative guidance related to fair value measurements and disclosures for nonfinancial assets and nonfinancial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually) to fiscal years beginning after November 15, 2008, and interim periods within those fiscal years. The Company’s adoption of this guidance effective January 1, 2009 did not have a material effect on the Company’s financial position or results of operations.

Recent Accounting Pronouncements

In September 2009, the FASB issued updated guidance for the fair value measurement of investments in certain entities that calculate net asset value per share including certain alternative investments such as hedge funds, private equity funds, and venture capital funds. This guidance allows companies to determine the fair value of such investments using net asset value (“NAV”) as a practical expedient if the fair value of the investment is not readily determinable and the investee entity issues financial statements in accordance with measurement principles for investment companies. Use of this practical expedient is prohibited if it is probable the investment will be sold at something other than NAV. This guidance also requires new disclosures for each major category of alternative investments. It is effective for the first annual or interim reporting period ending after December 15, 2009, with early application permitted. The Company will adopt this guidance effective December 31, 2009. The Company is currently assessing the impact of this guidance on the Company’s financial position, results of operations, and financial statement disclosures.

In August 2009, the FASB issued updated guidance for the fair value measurement of liabilities. This guidance includes techniques for measuring fair value when a quoted price in an active market for the identical liability is not available and clarifies that restrictions preventing the transfer of a liability should not be considered as a separate input or adjustment in the measurement of its fair value, This guidance is effective for the first reporting period (including interim periods) beginning after issuance. The Company will adopt this guidance effective with the annual reporting period ended December 31, 2009. The Company is currently assessing the impact of this guidance on the Company’s financial position, results of operations, and financial statement disclosures.

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Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements

3.

ACCOUNTING POLICIES AND ACCOUNTING PRONOUNCEMENTS (continued)

 

In June 2009, the FASB issued authoritative guidance which changes the analysis required to determine whether or not an entity is a variable interest entity (“VIE”). In addition, the guidance changes the determination of the primary beneficiary of a VIE from a quantitative to a qualitative model. Under the new qualitative model, the primary beneficiary must have both the ability to direct the activities of the VIE and the obligation to absorb either losses or gains that could be significant to the VIE. This guidance also changes when reassessment is needed, as well as requires enhanced disclosures, including the effects of a company’s involvement with a VIE on its financial statements. This guidance is effective for interim and annual reporting periods beginning after November 15, 2009. In February 2010, the FASB issued updated guidance which defers, except for disclosure requirements, the impact of this guidance for entities that (1) possess the attributes of an investment company, (2) do not require the reporting entity to fund losses, and (3) are not financing vehicles or entities that were formerly classified as qualified special purpose entities (“QSPE’s”). The Company will adoptCompany’s adoption of this guidance effective January 1, 2010. The Company is currently assessing the impact of this guidance2010 did not have a material effect on the Company’s financial position, results of operations, and financial statement disclosures.

In June 2009, the FASB issued authoritative guidance which changes the accounting for transfers of financial assets, and is effective for transfers of financial assets occurring in interim and annual reporting periods beginning after November 15, 2009. It removes the concept of a qualifying special-purpose entity (“QSPE”)QSPE from the guidance for transfers of financial assets and removes the exception from applying the guidance for consolidation of variable interest entities to qualifying special-purpose entities. It changes the criteria for achieving sale accounting when transferring a financial asset and changes the initial recognition of retained beneficial interests. The guidance also defines “participating interest” to establish specific conditions for reporting a transfer of a portion of a financial asset as a sale. DisclosureThe Company’s adoption of this guidance effective January 1, 2010 did not have a material effect on the Company’s financial position, results of operations, and financial statement disclosures.

Future Adoption of New Accounting Pronouncements

In April 2010, the FASB issued guidance that amends the accounting for modification of loans that are part of a pool accounted for as a single asset. Under this guidance, modification of loans accounted for within a pool under provisions willfor loans acquired with deteriorated credit quality, does not result in removal of such loans from the pool even if the modification would otherwise be considered a troubled debt restructuring. An entity must continue to consider whether the pool of assets in which the modified loan is included is impaired if expected cash flows for the pool change. This guidance does not affect the accounting for loans acquired with deteriorated credit quality that are not accounted for within a pool. Loans accounted for individually that were acquired with deteriorated credit quality continue to be subject to the accounting provisions for troubled debt restructuring by creditors. This amended guidance is effective for modifications of loans accounted for within a pool that occur in the first interim or annual reporting period ending on or after July 15, 2010. The amended guidance is to be applied prospectively, with early application permitted. The Company will adopt this guidance effective July 1, 2010, and is currently assessing the impact of the guidance on the Company’s financial position, results of operations, and financial statement disclosures.

In April 2010, the FASB issued guidance clarifying that an insurance entity should not consider any separate account interests in an investment held for the benefit of policyholders to transfers that occurred both beforebe the insurer’s interests, and should not combine those interests with its general account interest in the same investment when assessing the investment for consolidation, unless the separate account interests are held for a related party policyholder, whereby consolidation of such interests must be considered under applicable variable interest guidance. This guidance is effective for interim and annual periods beginning after January 1, 2010.December 15, 2010 and retrospectively to all prior periods upon the date of adoption, with early adoption permitted. The Company will adopt this guidance effective January 1, 2011. The Company is currently assessing the impact of this guidance on the Company’s financial position, results of operations, and financial statement disclosures.

In March 2010, the FASB issued updated guidance that amends and clarifies the accounting for credit derivatives embedded in interests in securitized financial assets. This new guidance eliminates the scope exception for embedded credit derivatives (except for those that are created solely by subordination) and provides new guidance on how the evaluation of embedded credit derivatives is to be performed. This new guidance is effective for the first interim reporting period beginning after June 15, 2010, with early adoption permitted. The Company will adopt this guidance effective with the interim reporting period ending September 30, 2010. The Company is currently assessing the impact of this guidance on the Company’s financial position, results of operations, and financial statement disclosures.

 

4.

12


Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements

4. CONTINGENT LIABILITIES AND LITIGATION

Contingent Liabilities

On an ongoing basis, our internal supervisory and control functions review the quality of our sales, marketing, administration and servicing, and other customer interface procedures and practices and may recommend modifications or enhancements. From time to time, this review process results in the discovery of administration, servicing or other errors, including errors relating to the timing or amount of payments or contract values due to customers. In certain cases, if appropriate, we may offer customers appropriate remediation and may incur charges, including the costs of such remediation, administrative costs and regulatory fines.

Litigation and Regulatory Matters

The Company is subject to legal and regulatory actions in the ordinary course of our businesses, including class action lawsuits. Our pending legal and regulatory actions include proceedings specific to the Company and proceedings generally applicable to business practices in the industry in which we operate. We aremay be subject to class action lawsuits and other litigation alleging, among other things, that we made improper or inadequate disclosures in connection with the sale of annuity products or charged excessive or impermissible fees on these products, recommended unsuitable products to customers, mishandled customer accounts or breached fiduciary duties to customers. We are also subject to litigation arising out of our general business activities, such as our investments and contracts, and could be exposed to claims or litigation concerning certain business or process patents. Regulatory authorities from time to time make inquiries and conduct investigations and examinations relating particularly to us and our products. In addition, we, along with other participants in the business in which we engage, may be subject from time to time to investigations, examinations and inquiries, in some cases industry-wide, concerning issues or matters upon which such regulators have determined to focus. In some of our pending legal and regulatory actions, parties are seeking large and/or indeterminate amounts, including punitive or exemplary damages. The outcome of a litigation or regulatory matter, and the amount or range of potential loss at any particular time, is often inherently uncertain. The following is a summary of certain pending proceedings:

Commencing in 2003, the Company received formal requests for information from the SEC and the New York Attorney General’s Office (“NYAG”) relating to market timing in variable annuities by certain American Skandia entities. In connection with these investigations, with the approval of Skandia, an offer was made by American Skandia to the SEC and NYAG, to settle these matters by paying restitution and a civil penalty. In April 2009, AST Investment Services, Inc., formerly named American Skandia Investment Services, Inc. (“ASISI”), reached a resolution of thethese previously disclosed investigations by the SEC and the NYAG into market timing related misconduct involving certain variable annuities. The settlements relate to conduct that generally occurred between January 1998 and September 2003. ASISI is an affiliate of the Company and serves as investment manager for certain investment options under the Company’s variable life insurance and annuity products. Prudential Financial acquired ASISI from Skandia Insurance Company Ltd.Ltd (publ) (“Skandia”) in May 2003. Subsequent to the acquisition, Prudential Financialthe Company implemented controls, procedures and measures designed to protect customers from the types of activities involved in these investigations. These settlements resolve the investigations by the above named authorities into these matters, subject to the settlement terms. Under the terms of the settlements, ASISI has paid a total of $34 million in disgorgement and an additional $34 million as a civil money penalty. These amounts will be paidpenalty into a Fair Fund administered by the SEC to compensate those harmed by the market timing related activities. Pursuant to the settlements, ASISI has retained, at its ongoing cost and expense, the services of an Independent Distribution Consultantconsultant acceptable to the Staff of the SEC to develop a proposed plan for the distribution of Fair Fund amounts according to a methodology developed in consultation with and acceptable to the Staff. As part of these settlements, ASISI has undertaken that by the end of 2009 it will undergo a compliance review byhired an independent third party who shall issuewhich conducted a compliance review and issued a report of its findings and recommendations to ASISI’s Board of Directors, the Audit Committee of the Advanced Series Trust Board of Trustees and the Staff of the SEC. In addition, ASISI

14


Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements

4.

CONTINGENT LIABILITIES AND LITIGATION (continued)

has agreed, among other things, to continue to cooperate with the SEC and NYAG in any litigation, ongoing investigations or other proceedings relating to or arising from their investigations into these matters. Under the terms of the purchase agreementAcquisition Agreement pursuant to which Prudential Financial acquired ASISI from Skandia, Prudential Financial was indemnified for the costs of the settlements.

The Company has substantially completed a remediation program to correct errors in the administration of approximately 11,000 annuity contracts issued by the Company. The owners of these contracts did not receive notification that the contracts were approaching or past their designated annuitization date or default annuitization date (both dates referred to as the “contractual annuity date”) and the contracts were not annuitized at their contractual annuity dates. Some of these contracts also were affected by data integrity errors resulting in incorrect contractual annuity dates. The lack of notice and the data integrity errors, as reflected on the annuities administrative system, all occurred before the Acquisition. The remediation and administrative costs of the remediation program are subject to the indemnification provisions of the Acquisition Agreement.

During the third quarter of 2004, the Company identified a system-generated calculation error in its annuity contract administration system that existed prior to the Acquisition. This error related to the calculation of amounts due to customers for certain transactions subject to a market value adjustment upon the surrender or transfer of monies out of their annuity contract’s fixed allocation options. The error resulted in an underpayment to policyholders, as well as additional anticipated costs to the Company associated with remediation, breakage and other losses. The Company’sCompany's consultants have developed the systems functionality to compute remediation amounts and are in the process of running the computations on affected contracts. The Company contacted state insurance regulators and commenced Phase I of its outreach to customers on November 12, 2007. Phase II commenced on June 6, 2008. Phase III commenced December 5, 2008. Phase IV commenced June 12, 2009. Contracts requiringRemaining contracts will require manual calculations willand we expect these to be remediated in smaller batches over the next few months through the 4th quarter. The Company hasby end of year. Prudential Financial previously advised Skandia that a portion of the remediation and related administrative costs are subject to the indemnification provisions of the Acquisition Agreement. The Company resolved its indemnification claims with Skandia.

13


Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements

4. CONTINGENT LIABILITIES AND LITIGATION (continued)

The Company’s litigation and regulatory matters are subject to many uncertainties, and given their complexity and scope, the outcomes cannot be predicted. It is possible that the results of operations or the cash flow of the Company in a particular quarterly or annual period could be materially affected by an ultimate unfavorable resolution of pending litigation and regulatory matters depending, in part, upon the results of operations or cash flow for such period. In light of the unpredictability of the Company’s litigation and regulatory matters, it is also possible that in certain cases an ultimate unfavorable resolution of one or more pending litigation or regulatory matters could have a material adverse effect on our financial position. Management believes, however, that, based on information currently known to it, the ultimate outcome of all pending litigation and regulatory matters, after consideration of applicable reserves and rights to indemnification, is not likely to have a material adverse effect on our financial position.

It should be noted that the judgments, settlements and expenses associated with many of these lawsuits, administrative and regulatory matters, and contingencies, including certain claims described above, may, in whole or in part, after satisfaction of certain retention requirements, fall within Skandia’s indemnification obligations to Prudential Financial and its subsidiaries under the terms of the Acquisition Agreement. Those obligations of Skandia provide for indemnification of certain judgments, settlements, and costs and expenses associated with lawsuits and other claims against the Company, and apply only to matters, or groups of related matters, for which the costs and expenses exceed $25,000 individually. Additionally, those obligations only apply to such otherwise indemnifiable losses that exceed $10 million in the aggregate, subject to reduction for insurance proceeds, certain accruals and any realized tax benefit applicable to such amounts, and those obligations do not apply to the extent that such aggregate exceeds $1 billion. We are in discussions with Skandia regarding the satisfaction of the $10 million deductible.

5.

5. RELATED PARTY TRANSACTIONS

The Company is a party to numerous transactions and relationships with its affiliate The Prudential Insurance Company of America (“Prudential Insurance”) and other affiliates. It is possible that the terms of these transactions are not the same as those that would result from transactions among unrelated parties.

Expense Charges and Allocations

Many of the Company’s expenses are allocations or charges from Prudential Insurance or other affiliates.

The Company’s general and administrative expenses are charged to the Company using allocation methodologies based on business processes. Management believes that the methodology is reasonable and reflects costs incurred by Prudential Insurance to process transactions on behalf of the Company. The Company operates under service and lease agreements whereby services of officers and employees, supplies, use of equipment and office space are provided by Prudential Insurance. Since 2003, general and administrative expenses also include allocations of stock compensation expenses related to a stock option program and a deferred compensation program sponsored by Prudential Financial.

15


Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements

5.

RELATED PARTY TRANSACTIONS (continued)

The Company is charged for its share of employee benefits expenses. These expenses include costs for funded and non-funded contributory and non-contributory defined benefit pension plans. Some of these benefits are based on earnings and length of service. Other benefits are based on an account balance, which takes into consideration age, service and earnings during career. The Company’s share of net expense for the pension plans was $1.4 million and $1.5$1.3 million for the three months ended September 30,March 31, 2010 and 2009, and 2008, respectively; and $4.2 million and $4.4 million for the nine months ended September 30, 2009 and 2008, respectively.

Prudential Insurance sponsors voluntary savings plans for the Company’s employees (“401(k) plans”). The 401(k) plans provide for salary reduction contributions by employees and matching contributions by the Company of up to 4% of annual salary. The expense charged to the Company for the matching contribution to the 401(k) plans was $0.8$0.7 million and $0.7 million for the three months ended September 30,March 31, 2010 and 2009, and 2008, respectively; and $2.2 million and $2.1 million for the nine months ended September 30, 2009 and 2008, respectively.

Debt Agreements

Short-term and Long-term borrowings

On December 29, 2009, the Company obtained a $600 million loan from Prudential Financial. This loan has an interest rate of 4.49% and matures on December 29, 2014.

On December 14, 2006, the Company entered intoobtained a $300 million loan withfrom Prudential Financial. This loan has an interest rate of 5.18% and matures on December 14, 2011. A partial payment was made to reduce this loan to $179.5 million on December 29, 2008 with the proceeds received from a capital contribution from PAI. On March 27, 2009, a partial payment of $4.5 million was paid to further reduce this loan to $175 million.

On May 1, 2004, the Company entered into a $500 million credit facility agreement with Prudential Funding, LLC. Effective July 3, 2007,LLC, as the lender. During 2009, the credit facility agreement was increased to $800$900 million. As of September 30, 2009March 31, 2010 and December 31, 2008, $3.02009, $5.4 million and $186.3$54.6 million, respectively, was outstanding under this credit facility.

14


Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements

5. RELATED PARTY TRANSACTIONS (continued)

Reinsurance Agreements

The Company uses reinsurance as part of its risk management and capital management strategies for certain of its optional living benefit features.

During 2009, the Company entered into atwo new reinsurance agreementagreements with an affiliate as part of its risk management and capital management strategies. Effective August 24, 2009, the Company entered into a coinsurance agreement with Pruco Reinsurance, LTD (“Pruco Re”)Re providing for the 100% reinsurance of its Highest Daily Lifetime 6 Plus (“HD6 Plus”) and Spousal Highest Daily Lifetime 6 Plus (“SHD6 Plus”) benefit features sold on certain of its annuities. Fees ceded on this agreement, included in “Realized investments (losses) gains, net” on the financial statements, were $5.1 million for the three months ended March 31, 2010. Effective June 30, 2009, the Company entered into a coinsurance agreement with Pruco Re providing for the 100% reinsurance of its Highest Daily Lifetime 7 Plus (“HD7 Plus”) and Spousal Highest Daily Lifetime 7 Plus (“SHD7 Plus”) benefit features sold on certain of its annuities. Fees ceded on this agreement, included in “Realized investments (losses) gains, net" on the financial statements, were $15.8 million for the three months ended March 31, 2010.

During 2008, the Company entered into three new reinsurance agreements with an affiliate as part of its risk management and capital management strategies. Effective January 28, 2008, the Company entered into a coinsurance agreement with Pruco Re providing for the 100% reinsurance of its Highest Daily Lifetime 7Seven (“HD7”) and Spousal Highest Daily Lifetime 7Seven (“SHD7”) benefit features sold on certain of its annuities. Fees ceded on this agreement, included in “Realized investments (losses) gains, net” on the financial statements, were $9.0 million and $7.1 million for the three months ended March 31, 2010 and 2009, respectively. Effective January 28, 2008, the Company entered into a coinsurance agreement with Pruco Re providing for the 100% reinsurance of its Guaranteed Return Option Plus 2008 (“GRO Plus 2008”Plus”) benefit feature sold on certain of its annuities. Fees ceded on this agreement, included in “Realized investments (losses) gains, net” on the financial statements, were $3.0 million and $365 thousand for the three months ended March 31, 2010 and 2009, respectively. Effective January 28, 2008 the Company entered into a coinsurance agreement with Pruco Re providing for the 100% reinsurance of its Highest Daily Guaranteed Return Option (“HD GRO”) benefit feature sold on certain of its annuities. Fees ceded on this agreement, included in “Realized investments (losses) gains. net” on the financial statements, were $1.1 million and $393 thousand for the three months ended March 31, 2010 and 2009, respectively.

The Company reinsures 100% of the risk on its Lifetime 5 (“LT5”) feature sold on certain of its annuities through an automatic coinsurance agreement with Pruco Re. During 2007, the Company amended the reinsurance agreements it entered into in 2005 covering its LT5 feature.Lifetime Five benefit (“LT5”). The coinsurance agreement entered into with Prudential Insurance in 2005 provided for the 100% reinsurance of its LT5 feature sold on new business prior to May 6, 2005. This agreement was recaptured effective August 1, 2007. Effective July 1, 2005, the Company entered into a coinsurance agreement with Pruco Re providing for the 100% reinsurance of its LT5 feature sold on new business after May 5, 2005 as well as for riders issued on or after March 15, 2005 forward on business in-force before March 15, 2005. This agreement was amended effective August 1, 2007 to include the reinsurance of business sold prior to May 6, 2005 that was previously reinsured to Prudential Insurance. Fees ceded under these agreements, included in “Realized investments (losses) gains, net” on the financial statements, were $9.0 million and $7.3 million for the three months ended March 31, 2010 and 2009, respectively.

During 2006, the Company entered into two new reinsurance agreements with Pruco Re as part of its risk management and capital management strategies. Effective November 20, 2006, the Company entered into a coinsurance agreement with Pruco Re providing for the 100% reinsurance of its Highest Daily Lifetime 5Five benefit (“HDLT5”) feature.

Fees ceded on this agreement, included in “Realized investments (losses) gains, net” on the financial statements, were $3.7 million and $3.7 million for the three months ended March 31, 2010 and 2009, respectively. Effective March 20, 2006, the Company entered into a coinsurance agreement with Pruco Re providing for the 100% reinsurance of its Spousal Lifetime 5Five benefit (“SLT5”) feature.

16


Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements

5.

RELATED PARTY TRANSACTIONS (continued)

Fees ceded on this agreement, included in “Realized Investments (losses) gains, net” on the financial statements, were $2.7 million and $2.2 million for the three months ended March 31, 2010 and 2009, respectively.

During 2004, the Company entered into two reinsurance agreements with affiliates as part of our risk management and capital management strategies. The CompanyWe entered into a 100% coinsurance agreement with Prudential Insurance providing for the reinsurance of its guaranteed minimum withdrawal benefit feature (“GMWB”).GMWB. Fees ceded on this agreement, included in “Realized investments (losses) gains, net” on the financial statements, were $580 thousand, and $527 thousand for the three months ended March 31, 2010 and 2009, respectively. The Company also entered into a 100% coinsurance agreement with Pruco Re providing for the reinsurance of its guaranteed return option (“GRO”). In prior years, the Company entered into reinsurance agreements to provide additional capacity for growth in supporting the cash flow strain from the Company’s variable annuity and variable life insurance business. Fees ceded on this agreement, included in “Realized investments (losses) gains, net” on the financial statements, were $1.7 million and $473 thousand for the three months ended March 31, 2010 and 2009, respectively.

Affiliated Asset Administration Fee Income

In accordance with an agreement with AST Investment Services, Inc., formerly known as American Skandia Investment Services, Inc, the Company receives fee income calculated on contractholder separate account balances invested in the Advanced Series Trust, formerly known as American Skandia Trust. Income received from AST Investment Services, Inc. related to this agreement was $41.1$56.0 million and $41.5$24.8 million, for the three months ended September 30,March 31, 2010 and 2009, and 2008, respectively; and $96.8 million and $134.1 million for the nine months ended September 30, 2009 and 2008 respectively. These revenues are recorded as “Asset administration fees” in the Unaudited Interim Statements of Operations and Comprehensive Income.

15


Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements

5. RELATED PARTY TRANSACTIONS (continued)

Derivative Trades

In the ordinary course of business, the Company enters into over-the-counter (“OTC”) derivative contracts with an affiliate, Prudential Global Funding, LLC. For these OTC derivative contracts, Prudential Global Funding, LLC manages credit risk by entering into derivative transactionshas a substantially equal and offsetting position with major international financial institutions and other creditworthy counterparties, and by obtaining collateral where appropriate. Additionally, limits are set on single party credit exposures which are subject to periodic management review.an external counterparty.

PurchaseSale of fixed maturities fromFixed Maturities to an affiliateAffiliate

During 2009,In March 2010, the Company purchasedsold fixed maturitiesmaturity securities from an affiliated company,to Prudential Insurance. These securities were recorded at an amortized cost of $910.7$143.8 million and a fair value of $933.9$154.8 million. The net difference between historic amortized cost and the fair value was $23.2$11.0 million and was recorded as a capital distributioncontribution on the Company’s unaudited interimCompany's financial statements and cashflows.

 

6.

INVESTMENTS

Fixed Maturities and Equity Securities

The following tables provide information relating to fixed maturities and equity securities (excluding investments classified as trading) as of the dates indicated:

 

 

September 30, 2009

  

March 31, 2010

 

    Amortized    
Cost

 

Gross
  Unrealized  
Gains

 

Gross
  Unrealized  
Losses

 

Fair

Value

  

Amortized
Cost

   

Gross
Unrealized
Gains

  

Gross
Unrealized
Losses

  

Fair

Value

  

Other-than-

temporary

impairments

in AOCI (3)

 (in thousands)   (in thousands)

Fixed maturities, available for sale

                         

U.S. Treasury securities and obligations of U.S. government authorities and agencies

 $ 219,968 $ 862 $  1,855 $  218,975  $ 307,288  $ 566  $ 8,939  $ 298,915  $ -

Obligations of U.S. states and their political subdivisions

  68,236  6,082   -   74,318   69,299   6,103   -   75,402   -

Foreign government bonds

  139,298  14,671   -   153,969   123,903   12,762   -   136,665   -

Corporate securities

  4,622,765  432,242   9,042   5,045,965   4,380,499   446,128   2,122   4,824,505   (236)

Asset-backed securities (1)

  242,428  17,859   13,745   246,542   203,642   18,131   11,615   210,158   (14,527)

Commercial mortgage-backed securities

  545,345  7,872   11,797   541,420   488,453   30,009   2,300   516,162   -

Residential mortgage-backed securities (2)

  893,498  60,392   103   953,787   425,013   27,753   469   452,297   (80)
                                  

Total fixed maturities, available for sale

 $ 6,731,538 $ 539,980 $  36,542 $  7,234,976  $ 5,998,097  $ 541,452  $ 25,445  $ 6,514,104  $ (14,843)
                                  

Equity securities, available for sale

 $ 17,622 $ 1,709 $  764 $  18,567  $ 17,086  $ 2,374  $ 39  $ 19,421  $ -
                                  

(1) Includes credit tranched securities collateralized by sub-prime mortgages, auto loans, credit cards, education loans, and other asset types.

(2) Includes publicly traded agency pass-through securities and collateralized mortgage obligations

(1)

Includes credit tranched securities collateralized by sub-prime mortgages, auto loans, credit cards, education loans, and other asset types.

(2)

Includes publicly traded agency pass-through securities and collateralized mortgage obligations.

(3)

Represents the amount of other-than-temporary impairment losses in “Accumulated other comprehensive income (loss),” or “AOCI,” which were not included in earnings. Amount excludes $4.6 million of net unrealized gains on impaired securities relating to changes in the value of such securities subsequent to the impairment measurement date.

 

1716


Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements

 

 

6. INVESTMENTS (continued)

   

December 31, 2009

   

Amortized
Cost

    

Gross
Unrealized
Gains

  

Gross
Unrealized
Losses

  

Fair

Value

  

Other-than-

temporary

impairments

in AOCI (3)

     (in thousands)

Fixed maturities, available for sale

              

U.S. Treasury securities and obligations of U.S. government authorities and agencies

  $ 271,796  $ 647  $ 9,964  $ 262,479  $ -

Obligations of U.S. states and their political subdivisions

   68,764   5,352   -   74,116   -

Foreign government bonds

   124,134   10,866   -   135,000   -

Corporate securities

   4,466,408   395,682   6,788   4,855,302   (236)

Asset-backed securities (1)

   206,996   17,245   10,402   213,839   (14,452)

Commercial mortgage-backed securities

   541,409   15,102   7,929   548,582   -

Residential mortgage-backed securities (2)

   377,453   27,193   77   404,569   (88)
                    

Total fixed maturities, available for sale

  $ 6,056,960  $ 472,087  $ 35,160  $ 6,493,887  $ (14,776)
                    

Equity securities, available for sale

  $ 17,085  $ 1,997  $ 470  $ 18,612  $ -
                    

6.

(1)

INVESTMENTS (continued)Includes credit tranched securities collateralized by sub-prime mortgages, auto loans, credit cards, education loans, and other asset types.

  

December 31, 2008

  

Amortized Cost

 

Gross
Unrealized
Gains

 

Gross
Unrealized
Losses

 

Fair

Value

     (in thousands)

Fixed maturities, available for sale

            

U.S. Treasury securities and obligations of U.S. government authorities and agencies

 $  931,416 $  29,907 $  28,130 $  933,193

Obligations of U.S. states and their political subdivisions

   33,389   3,407   34   36,762

Foreign government bonds

   36,730   357   1,797   35,290

Corporate securities

   4,403,655   155,085   96,492   4,462,248

Asset-backed securities

   229,212   318   22,212   207,318

Commercial mortgage-backed securities

   937,129   482   167,173   770,438

Residential mortgage-backed securities

   3,321,899   102,503   309   3,424,093
                

Total fixed maturities, available for sale

 $          9,893,430 $      292,059 $      316,147 $          9,869,342
                

Equity securities, available for sale

 $  12,024 $  111 $  2,016 $  10,119
                
(2)

Includes publicly traded agency pass-through securities and collateralized mortgage obligations.

(3)

Represents the amount of other-than-temporary impairment losses in “Accumulated other comprehensive income (loss),” or “AOCI,” which were not included in earnings. Amount excludes $6.2 million of net unrealized gains on impaired securities relating to changes in the value of such securities subsequent to the impairment measurement date.

The amortized cost and fair value of fixed maturities by contractual maturities at September 30, 2009March 31, 2010 are as follows:

 

    Available for sale   

Available for sale

    Amortized
Cost
    Fair value   

        Amortized        

Cost

   

        Fair value        

    (in thousands)  (in thousands)

Due in one year or less

 $   128,009 $   131,483  $ 333,574      $ 347,797    

Due after one year through five years

   3,043,840   3,324,071   2,774,362       3,063,493    

Due after five years through ten years

   1,317,078   1,414,198   1,230,722       1,315,016    

Due after ten years

   561,340   623,475   542,331       609,181    

Asset backed securities

   203,642       210,158    

Commercial mortgage backed securities

   545,345   541,420   488,453       516,162    

Residential mortgage-backed securities

   893,498   953,788   

425,013    

 

   

452,297    

 

Asset backed securities

   242,428   246,541
                

Total

 $           6,731,538 $           7,234,976  $ 5,998,097      $ 6,514,104    
                

Actual maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations. Asset-backed, commercial mortgage-backed, and residential mortgage-backed securities are shown separately in the table above, as they are not due at a single maturity date.

The following table depicts the sources of fixed maturity proceeds and related gross investment gains (losses), as well as losses on impairments of both fixed maturities and equity securities:

 

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

Three Months Ended

March 31,

 
  2009  2008  2009  2008          2010                 2009         
  (in thousands)  (in thousands) 

Fixed maturities, available for sale:

           

Proceeds from sales

    $  5,696,227    $  5,239,804    $    890,425    $  1,901,798  $2,714   $1,612,926  

Proceeds from maturities/repayments

   593,568   268,072   149,572   87,818   75,471    226,215  

Gross investment gains from sales, prepayments and maturities

   178,588   20,666   36,509   6,792   1,210    48,332  

Gross investment losses from sales and maturities

   (1,429)   (28,308)   (223)   (8,132)   (593  (34

Fixed maturity and equity security impairments:

           

Net writedowns for other-than-temporary impairment losses on fixed maturities recognized in earnings(1)

    $(11,353)    $(21,410)    $(5,123)    $(3,861)  $(656 $(3,407

Writedowns for other-than-temporary impairment losses on equity securities

    $(1,866)    $(452)    $(22)    $(55)

Writedowns for impairments on equity securities

  $-   $(1,311

 

(1)

Excludes the portion of other-than-temporary impairments recorded in “Other comprehensive income (loss),” representing any difference between the fair value of the impaired debt security and the net present value of its projected future cash flows at the time of impairment.

 

1817


Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements

 

 

6.

6. INVESTMENTS (continued)

 

As discussed, a portion of certain other-than-temporary impairment, (“OTTI”) losses on fixed maturity securities are recognized in “Other comprehensive income (loss),” (“OCI”). The net amount recognized in earnings (“credit loss impairments”) represents the difference between the amortized cost of the security and the net present value of its projected future cash flows discounted at the effective interest rate implicit in the debt security prior to impairment. Any remaining difference between the fair value and amortized cost is recognized in OCI. The following table sets forth the amount of credit loss impairments on fixed maturity securities held by the Company as of the dates indicated, for which a portion of the OTTI loss was recognized in OCI, and the corresponding changes in such amounts.

 

Credit losses recognized in earnings on fixed maturity securities held by the Company for which a portion of the OTTI loss was recognized in OCI

   

 
 
 

Three Months

Ended
September 30,
2009

  

  
  
  

   

 
 
 

Nine Months

Ended
September 30,
2009

  

  
  
  

  Three  Months
Ended
    March 31, 2010    
  Three  Months
Ended
    March 31, 2009    
  (in thousands) 

Balance, beginning of period

  $10,445    $-  

Balance, December 31, 2009

  $13,038  $-

Credit losses remaining in retained earnings related to adoption of new authoritative guidance on January 1, 2009

   -     6,397     -   6,397

Credit loss impairments previously recognized on securities which matured, paid down, prepaid or were sold during the period

   (1,758   (1,919   (369)   -

Credit loss impairments previously recognized on securities impaired to fair value during the period (1)

   -     -     -   -

Credit loss impairment recognized in the current period on securities not previously impaired

   518     2,156     -   1,093

Additional credit loss impairments recognized in the current period on securities previously impaired

   4,605     6,968     656   2,313

Increases due to the passage of time on previously recorded credit losses

   305     568     245   -

Accretion of credit loss impairments previously recognized due to an increase in cash flows expected to be collected

   (12   (67   (7)   (54)
              

Balance, March 31, 2010

  $13,563  $9,749
      

Balance, September 30, 2009

  $14,103    $14,103  
        
(1)

(1)    Represents circumstances where the Company determined in the current period that it intends to sell the security or it is more likely than not that it will be required to sell the security before recovery of the security’s amortized cost.

Trading Account Assets

The following table sets forth the composition of the Company’s trading account assets as of the dates indicated:

 

     September 30, 2009         December 31, 2008      March 31, 2010  December 31, 2009
 Amortized
Cost
 Fair
Value
 Amortized
Cost
 Fair
Value
        Amortized      
Cost
  Fair
       Value      
        Amortized      
Cost
  Fair
       Value      
   (in thousands) (in thousands)  (in thousands)  (in thousands)

Short-term investments and cash equivalents

 $  19 $19 $50 $50

Fixed maturities:

             

Asset-backed securities

  65,768  73,293  42,196  41,199  $64,087  $70,802  $63,410  $70,199
                     

Total fixed maturities

 $  65,768 $73,293 $42,196 $41,199  $64,087  $70,802  $63,410  $70,199

Equity securities

  9,516  9,298  12,418  10,173   9,434   9,806   9,603   9,693
                     

Total trading account assets

 $  75,303 $  82,610 $  54,664 $  51,422  $73,521  $80,608  $73,013  $79,892
                     

The net change in unrealized gains (losses) from trading account assets still held at period end, recorded within “Asset administration fees and other income” was $1.7$0.3 million and $(1.2)$3.1 million during the three months ended September 30,March 31, 2010 and 2009, and 2008, respectively, and $10.5 million and $(1.8) million duringrespectively.

Net Investment Income

Net investment income for the ninethree months ended September 30,March 31, 2010 and 2009 and 2008, respectively.was from the following sources:

 

  

        Three Months Ended        

March 31,

  

2010

 

2009

    (in thousands)
      

    Fixed maturities, available for sale

 $ 92,107 $ 140,666

    Equity securities, available for sale

  206  217

    Policy loans

  110  123

    Short-term investments and cash equivalents

  379  1,156

    Other long-term investments

  387  27

    Trading account assets

  807  897

    Commercial mortgage and other loans

  6,704  6,068
      

    Gross investment income

  100,700  149,154

    Less investment expenses

  (2,140)  (2,966)
      

    Net investment income

 $ 98,560 $ 146,188
      

19

18


Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements

 

 

6.

6.   INVESTMENTS (continued)

Net Investment Income

Net investment income for the three months and nine months ended September 30, 2009 and 2008 was from the following sources:

 

  

Three Months Ended
September 30,

   Nine Months Ended
September 30,
  

2009

   2008   2009   2008
    (in thousands)

Fixed maturities, available for sale

 $ 111,824  $  77,673  $  380,279  $  170,459

Equity securities, available for sale

  216   217   650   650

Trading account assets

  895   52   2,761   251

Commercial mortgage and other loans

  5,214   820   14,809   1,953

Policy loans

  170   186   485   499

Short-term investments and cash equivalents

  406   5,641   2,310   15,614

Other long-term investments

  120   (125)   206   (142)
               

Gross investment income

  118,845   84,464   401,500   189,284

Less investment expenses

  (2,320)   (2,227)   (8,094)   (5,189)
               

Net investment income

 $ 116,525  $      82,237  $      393,406  $  184,095
               

Realized Investment Gains (Losses), Net

Realized investment gains (losses), net, for the three months ended March 31, 2010 and nine months ended September 30, 2009 and 2008 were from the following sources:

 

  Three Months Ended
September 30,
   Nine Months Ended
September 30,
     2009      2008      2009      2008
     (in thousands)
                   

Fixed maturities

   31,163    (5,201)    165,806    (29,052)

Equity securities

   (22)    (55)    (278)    (452)

Commercial mortgage and other loans

   5,224    (158)    (1,589)    (109)

Derivatives(1)

       (63,701)        (24,634)        (157,258)        (65,268)

Other

   5    -    124    -
                   

Realized investment gains (losses), net

 $   (27,331)  $   (30,048)  $   6,805  $   (94,881)
                   

(1)

Includes the offset of hedged items in effective hedge relationships prior to maturity or termination.

20


  

Three Months Ended

March 31,

  

2010

  

2009

    (in thousands)

Fixed maturities

 $ (38)  $ 44,891

Equity securities

  (368)   (1,311)

Derivatives

  (6,700)   (26,952)

Commercial mortgage and other loans

  235   (4,155)

Other

  14   57
       

Realized investment gains (losses), net

 $ (6,857)  $ 12,530
       

Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements

6.

INVESTMENTS (continued)

Net Unrealized Investment Gains (Losses)

Net unrealized investment gains and losses on securities classified as “available for sale” and certain other long-term investments and other assets are included in the Statements of Financial Position as a component of “Accumulated other comprehensive income (loss),” or “AOCI.” Changes in these amounts include reclassification adjustments to exclude from OCI those items that are included as part of “Net income” for a period that had been part of “Other comprehensive income (loss)” in earlier periods. The amounts for the periods indicated below, split between amounts related to fixed maturity securities on which an OTTI loss has been recognized, and all other net unrealized investment gains and losses, are as follows:

Net Unrealized Investment Gains and Losses on Fixed Maturity Securities on which an OTTI loss has been recognized

 

    Net Unrealized
Gains (Losses)
    on Investments    
   Deferred Policy
Acquisition Costs,
Deferred Sales
Inducements and
Valuation of
    Business Acquired    
   Deferred
      Income Tax      
(Liability)
Benefit
       Accumulated Other    
Comprehensive
Income (Loss)
Related To Net
Unrealized
Investment Gains
(Losses)
    (in thousands)

Balance, December 31, 2008

 $ -   $ -   $ -   $ -  

Cumulative impact of the adoption of new authoritative guidance on January 1, 2009

  (18,191)    510    6,259    (11,422)  

Net investment gains (losses) on investments arising during the period

  7,790    -    (2,758)    5,032  

Reclassification adjustment for OTTI losses included in net income (1)

  8,319    -    (2,945)    5,374  

Reclassification adjustment for OTTI losses excluded from net income (2)

  (4,995)    -    1,768    (3,227)  

Impact of net unrealized investment (gains) losses on deferred policy acquisition costs, deferred sales inducements and valuation of business acquired

  -    3,272    (1,158)    2,114  

Impact of net unrealized investment (gains) losses on future policy benefits

  -    -    -    -  

Impact of net unrealized investment (gains) losses on policyholders’ dividends

  -    -    -    -  
            

Balance, September 30, 2009

 $ (7,077)   $ 3,782   $ 1,166   $ (2,129)  
            

    

Net Unrealized

Gains (Losses)

on Investments

   

Deferred Policy

Acquisition Costs,

Deferred Sales

Inducements and

Valuation of

Business Acquired

   

Deferred

Income Tax

(Liability)

Benefit

   

Accumulated Other

Comprehensive

Income (Loss)

Related To Net

Unrealized

Investment Gains

(Losses)

    (in thousands)

Balance, December 31, 2009

 $ (8,543) $ 4,341 $ 1,488 $ (2,714)

Net investment gains (losses) on investments arising during the period

  (2,632)  -  932  (1,700)

Reclassification adjustment for (gains) losses included in net income

  996  -  (353)  643

Reclassification adjustment for OTTI losses excluded from net income (1)

  (11)  -  4  (7)

Impact of net unrealized investment (gains) losses on deferred policy acquisition costs, deferred sales inducements and valuation of business acquired

  -  522  (185)  337

Impact of net unrealized investment (gains) losses on future policy benefits

  -  -  -  -

Impact of net unrealized investment (gains) losses on policyholders’ dividends

  -  -  -  -
            

Balance, March 31, 2010

 $ (10,190) $ 4,863 $ 1,886 $ (3,441)
            
(1)

(1)

OTTI losses are included in net income upon sale or maturity of the security, if the Company intends to sell the security, or if more likely that not the Company will be required to sell the security.

(2)

Transfers inRepresents “transfers in” related to the portion of OTTI losses recognized during the period that were not recognized in earnings.earnings for securities with no prior OTTI loss.

 

2119


Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements

 

 

6.

6.   INVESTMENTS (continued)

 

All Other Net Unrealized Investment Gains and Losses in AOCI

 

 Net Unrealized
Gains (Losses)
    on Investments    
 Deferred Policy
    Acquisition Costs,    
Deferred Sales
Inducements and
Valuation of
Business Acquired
 Deferred
      Income Tax      
(Liability)

Benefit
 Accumulated
Other
Comprehensive
Income (Loss)
    Related To Net    
Unrealized
Investment Gains
(Losses)
 

Net Unrealized

Gains (Losses)

on Investments

 

Deferred Policy

Acquisition Costs,

Deferred Sales

Inducements and

Valuation of

Business Acquired

 

Deferred Income

Tax (Liability)

Benefit

 

Accumulated

Other

Comprehensive

Income (Loss)

Related To Net

Unrealized

Investment

Gains (Losses)

 (in thousands) (in thousands)

Balance, December 31, 2008

 $ (25,993)   $ 16,789   $ 3,258   $ (5,946)  

Cumulative impact of the adoption of new authoritative guidance on January 1, 2009

  4,312    (109)    (1,488)    2,715  

Balance, December 31, 2009

 $ 451,879   $ (242,840)   $ (74,007)   $ 135,032  

Net investment gains (losses) on investments arising during the period

  707,371    -    (250,410)    456,961    81,954    -    (29,012)    52,942  

Reclassification adjustment for (gains) losses included in net income

  (173,847)    -    61,542    (112,305)    (590)    -    209    (381)  

Reclassification adjustment for OTTI losses excluded from net income (2)

  4,995    -    (1,768)    3,227  

Reclassification adjustment for OTTI losses excluded from net income (1)

  11    -    (4)    7  

Impact of net unrealized investment (gains) losses on deferred policy acquisition costs, deferred sales inducements and valuation of business acquired

  -    (292,448)    103,520    (188,928)    -    (10,673)    3,776    (6,897)  

Impact of net unrealized investment (gains) losses on future policy benefits

  -    -    -    -    -    -    -    -  

Impact of net unrealized investment (gains) losses on policyholders’ dividends

  -  

 

  -  

 

  -  

 

  -  

 

  -    -    -    -  
            

Balance, September 30, 2009

 $ 516,838   $ (275,768)   $         (85,346)   $ 155,724  
                        

Balance, March 31, 2010

 $ 533,254   $ (253,513)   $ (99,038)   $ 180,703  
            
(1)

(1)

Transfers outRepresents “transfers out” related to the portion of OTTI losses recognized during the period that were not recognized in earnings.earnings for securities with no prior OTTI loss.

The table below presents net unrealized gains (losses) on investments by asset class as of the dates indicated:

 

 

    September 30,    
2009

 

    December 31,    
2008

 

March 31,

2010

 

December 31,

2009

   (in thousands) (in thousands)

Fixed maturity securities on which an OTTI loss has been recognized

 $  (7,077)   $  -   $ (10,190) $ (8,543)

Fixed maturity securities, available for sale – all other

   510,515     (24,088)    526,197  445,470

Equity securities, available for sale

   945     (1,905)    2,335  1,527

Affiliated Notes

   5,845     -    5,631  5,522

Cash Flow Hedges

   (467)     -  
        

Derivatives designated as Cash Flow Hedges (1)

  (909)  (640)
      

All other net unrealized gains (losses) on investments

 $  509,761   $  (25,993)   $ 523,064 $ 443,336
              
(1)

See Note 8 for more information on cash flow hedges.

Duration of Gross Unrealized Loss Positions for Fixed Maturities and Equity Securities

The following table shows the fair value and gross unrealized losses aggregated by investment category and length of time that individual fixed maturity securities and equity securities have been in a continuous unrealized loss position, as of the dates indicated:

 

  

September 30, 2009

  

Less than twelve

months (1)

    Twelve months
or more (1)
  Total
  

Fair

Value

 

Unrealized

Losses

 

Fair

Value

 

Unrealized

Losses

 

Fair

Value

 

Unrealized

Losses

  (in thousands)

  Fixed maturities

                  

U.S. Treasury securities and obligations of U.S. government authorities and agencies

 $  198,015 $  1,855 $  - $  - $  198,015 $  1,855

Corporate securities

   49,572   566   149,748   8,476   199,320   9,042

Commercial mortgage-backed securities

   -   -   243,319   11,797   243,319   11,797

Asset-backed securities

   14,291   5,742   35,457   8,003   49,748   13,745

Residential mortgage-backed securities

   664   103   -   -   664   103
                        

Total

 $  262,542 $  8,266 $  428,524 $  28,276 $  691,066 $  36,542
                        

Equity securities, available for sale

 $  6,924 $  578 $  1,143 $  186 $  8,066 $  764
                        

(1)

The month count for aging of unrealized losses was reset back to historical unrealized loss month counts for securities impacted by the adoption of new authoritative guidance related to other-than-temporary impairments of debt securities on January 1, 2009.

  

March 31, 2010

  

Less than twelve

months

 

Twelve months

or more

 

Total

  

Fair

Value

 

Unrealized

Losses

 

Fair

Value

 

Unrealized

Losses

 

Fair

Value

 

Unrealized

Losses

    (in thousands)

  Fixed maturities

            

U.S. Treasury securities and obligations of U.S. government authorities and agencies

 $ 276,872 $ 8,901 $ 1,652 $ 38 $ 278,524 $ 8,939

Corporate securities

  71,135  417  48,272  1,705  119,407  2,122

Commercial mortgage-backed securities

  -  -  43,089  2,300  43,089  2,300

Asset-backed securities

  11  11  41,003  11,604  41,014  11,615

Residential mortgage-backed securities

  75,397  402  633  67  76,030  469
                  

Total

 $ 423,415 $ 9,731 $ 134,649 $ 15,714 $ 558,064 $ 25,445
                  

Equity securities, available for sale

 $ - $ - $ 754 $ 39 $ 754 $ 39
                  

 

2220


Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements

 

 

6.

6.   INVESTMENTS (continued)

 

 

December 31, 2008

 

December 31, 2009

 

Less than twelve

months

 

Twelve months

or more

 

Total

 

Less than twelve

months

 

Twelve months

or more

 

Total

 

Fair

Value

 

Unrealized
Losses

 

Fair

Value

 

Unrealized
Losses

 

Fair

Value

 Unrealized
Losses
 

Fair

Value

 

Unrealized

Losses

 

Fair

Value

 

Unrealized

Losses

 

Fair

Value

 

Unrealized

Losses

 (in thousands) (in thousands)

Fixed maturities

                              

U.S. Treasury securities and obligations of U.S. government authorities and agencies

 $  18,957 $  13 $  - $  - $  18,957 $   13 $ 240,337 $ 9,911 $ 1,648 $ 53 $ 241,985 $ 9,964

Obligations of U.S. states and their political subdivisions

   1,573   34   -   -   1,573   34

Foreign government bonds

   22,200   1,797   -   -   22,200   1,797

Corporate securities

   1,835,328   108,372   71,771   16,238   1,907,099   124,610  101,915  1,727  114,094  5,061  216,009  6,788

Commercial mortgage-backed securities

   646,878   139,941   116,685   27,232   763,563   167,173  5,104  25  128,593  7,904  133,697  7,929

Asset-backed securities

   178,309   17,908   17,646   4,304   195,955   22,212  9,886  4,979  37,384  5,423  47,270  10,402

Residential mortgage-backed securities

   616   308   -   -   616   308  646  77  -  -  646  77
                                          

Total

 $  2,703,861 $  268,373 $  206,102 $  47,774 $  2,909,963 $   316,147 $ 357,888 $ 16,719 $ 281,719 $ 18,441 $ 639,607 $ 35,160
                                          
                  
                        

Equity securities, available for sale

 $  4,393 $  1,277 $  3,495 $  739 $  7,888 $   2,016 $ 5,090 $ 375 $ 698 $ 95 $ 5,788 $ 470
                                          

As of September 30, 2009The gross unrealized losses, related to fixed maturities at March 31, 2010 and December 31, 2008, unrealized gains (losses) on fixed maturities and equity securities were comprised2009 are composed of $37.3$20.5 million and $318.2$30.6 million related to high or highest quality securities based on NAIC or equivalent rating and $5.0 million and $4.5 million, respectively, related to other than high or highest quality securities based on NAIC or equivalent rating. At March 31, 2010, $10.3 million of the gross unrealized losses represented declines in value of greater than 20%, $6.1 million of which had been in that position for less than six months, as compared to $7.3 million at December 31, 2009 that represented declines in value of greater than 20%, $0.4 million of which had been in that position for less than six months. At March 31, 2010, the $15.7 million of gross unrealized losses of twelve months or more were concentrated in asset backed securities, and $541.7 millionin the manufacturing, finance, and $292.2services sectors of the Company’s corporate securities. At December 31, 2009, the $18.4 million of gross unrealized gains. Gross unrealized losses includes $28.5 million of gross losses that have been in such a position for twelve months or greater.more were concentrated in asset backed securities, and in the manufacturing and finance sectors of the Company’s corporate securities. In accordance with its policy described in Note 2, the Company concluded that an adjustment to earnings for other-than-temporary impairments for these securities was not warranted at September 30, 2009March 31, 2010 or December 31, 2008.2009. These conclusions are based on a detailed analysis of the underlying credit and cash flows on each security. The gross unrealized losses are primarily attributable to credit spread widening and increased liquidity discounts. At September 30, 2009,March 31, 2010, the Company does not intend to sell the securities and it is not more likely than not that the Company will be required to sell the securities before the anticipated recovery of theirits remaining amortized cost basis.

At March 31, 2010 and December 31, 2009, there were no gross unrealized losses, related to equity securities that represented declines of greater than 20%. Perpetual preferred securities have characteristics of both debt and equity securities. Since an impairment model similar to fixed maturity securities is applied to these securities, an other-than-temporary impairment has not been recognized on certain perpetual preferred securities that have been in a continuous unrealized loss position for twelve months or more as of March 31, 2010 and December 31, 2009. In accordance with its policy described in Note 2, the Company concluded that an adjustment for other-than-temporary impairments for these equity securities was not warranted at March 31, 2010 or December 31, 2009.

 

7.

FAIR VALUE OF ASSETS AND LIABILITIES

Fair Value Measurement – Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The authoritative guidance around fair value established a framework for measuring fair value that includes a hierarchy used to classify the inputs used in measuring fair value. The hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three levels. The level in the fair value hierarchy within which the fair value measurement falls is determined based on the lowest level input that is significant to the fair value measurement. The levels of the fair value hierarchy are as follows:

Level 1 – Fair value is based on unadjusted quoted prices in active markets that are accessible to usthe Company for identical assets or liabilities. These generally provide the most reliable evidence and are used to measure fair value whenever available. Active markets are defined as having the following characteristics for the measured asset/liability: (i) many transactions, (ii) current prices, (iii) price quotes not varying substantially among market makers, (iv) narrow bid/ask spreads and (v) most information publicly available. The company’sCompany’s Level 1 assets and liabilities primarily include certain cash equivalents and short term investments, equity securities and derivative contracts that are traded in an active exchange market. Prices are obtained from readily available sources for market transactions involving identical assets or liabilities.

Level 2 – Fair value is based on significant inputs, other than Level 1 inputs, that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability through corroboration with observable market data. Level 2 inputs include quoted market prices in active markets for similar assets and liabilities, quoted market prices in markets that are not

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Prudential Annuities Life Assurance Corporation

Notes to Financial Statements

7.   FAIR VALUE OF ASSETS AND LIABILITIES(continued)

active for identical or similar assets or liabilities and other market observable inputs. The Company’s Level 2 assets and liabilities include: fixed maturities (corporate public and private bonds, most government securities, certain asset- and mortgage-backed securities, etc.), certain equity securities, and commercial mortgage loans, short-term investments and certain cash equivalents (primarily commercial paper) and certain over-the-counter derivatives. Valuations are generally obtained from third party pricing services for identical or comparable assets or liabilities, or through the use of valuation methodologies using observable market inputs. Prices from services are validated through comparison to trade data and internal estimates of current fair value, generally developed using market observable inputs and economic indicators.

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Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements

7.

FAIR VALUE OF ASSETS AND LIABILITIES (continued)

Level 3 – Fair value is based on at least one or more significant unobservable inputs for the asset or liability. These inputs reflect the Company’s assumptions about the assumptions market participants would use in pricing the asset or liability. The Company’s Level 3 assets and liabilities primarily include: certain asset-backed securities collateralized by sub-prime mortgages as discussed below, certain private fixed maturities and equity securities, certain manually priced public equity securities and fixed maturities, certain highly structured over-the-counter derivative contracts, and embedded derivatives resulting from certain products with guaranteed benefits. Prices are determined using valuation methodologies such as option pricing models, discounted cash flow models and other similar techniques. Non-binding broker quotes, which are utilized when pricing service information is not available, are reviewed for reasonableness based on the Company’s understanding of the market, and are generally considered Level 3. Under certain conditions, based on its observations of transactions in active markets, the Company may conclude the prices received from independent third party pricing services or brokers are not reasonable or reflective of market activity. In those instances, the Company may choose to over-ride the third-party pricing information or quotes received and apply internally developed values to the related assets or liabilities. To the extent the internally developed valuations use significant unobservable inputs, they are classified as Level 3. As of September 30, 2009March 31, 2010 and December 31, 20082009 these over-rides on a net basis were not material.

Inactive Markets - During the second2009 and third quarters of 2009,continuing through March 31, 2010, the Company observed that the volume and level of activity in the market for asset-backed securities collateralized by sub-prime mortgages remained at historically low levels. This stood in particular contrast to the markets for other structured products with similar cash flow and credit profiles, which experienced an increase in the level of activity beginning in the second quarter of 2009. The Company also observed significant implied relative liquidity risk premiums, yields, and weighting of “worst case” cash flows for asset-backed securities collateralized by sub-prime mortgages in comparison with our own estimates for such securities. In contrast, the liquidity of other spread-based asset classes, such as corporate bonds, high yield and consumer asset-backed securities, such as those collateralized by credit cards or autos, which were previously more correlated with sub-prime securities, improved beginning in the second and third quartersquarter of 2009. Based on this information, the Company concluded as of June 30, 2009 and September 30, 2009continuing through March 31, 2010, that the market for asset-backed securities collateralized by sub-prime mortgages was inactive and also determined the pricing quotes it received were based on little, if any,limited market activity,transactions, calling into question their representation of observable fair value. Furthermore, the Company’s direct and indirect observations of the limited transactions that were occurring were dominated by forced liquidations or distressed sales and not executed in an orderly manner.

Based on this conclusion, in determining the fair value of certain asset-backed securities collateralized by sub-prime mortgages, the Company considered both third-party pricing information, and an internally developed price, based on a discounted cash flow model. The discount rate used in the model was based on observed spreads for other similarly structured credit markets which were active and dominated by observable orderly transactions. The Company also applied additional risk premiums to the discount rate to reflect the relative illiquidity and asset specific cash flow uncertainty associated with asset-backed securities collateralized by sub-prime mortgages. This combined security specific additional spread reflects the Company’s judgment of what an investor would demand for taking on such risks in an orderly transaction under current market conditions at the end of the third quarter of 2009, and is significantly higher than would be indicative of historical spread differences between structured credit asset classes when all asset classes had active markets dominated with orderly transactions. The Company believes these estimated spreads are reflective of current market conditions in the sub-prime mortgage market and these spread estimates are further supported by their relationship to recent observations of limited transactions in sub-prime securities. Using this discount rate, valuations were developed based on the expected future cash flows of the assets. In determining how much weight to place on the third-party pricing information versus our discounted cash flow valuation, the Company considered the level of inactivity and impactthe amount of disorderly transactions. Theobservable information. As of March 31, 2010, the Company weighted third-party pricing information as little as 30%75% for low rated categories where it had littleless observable market information, and as much as 90%100% for all other ratings where more observable information was available. As a result, as of September 30, 2009,March 31, 2010, the Company reported fair values for these asset-backed securities collateralized by sub-prime securities which were net $5.3$2.6 million higher than the estimated fair values received from independent third party pricing services or brokers. The adjusted fair value of these securities was $21.2$17.4 million, which was reflected within Level 3 in the fair value hierarchy as of September 30, 2009,March 31, 2010, based on the unobservable inputs used in the discounted cash flow model.model and the limited observable market activity.

 

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Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements

 

 

7.   FAIR VALUE OF ASSETS AND LIABILITIES(continued)

FAIR VALUE OF ASSETS AND LIABILITIES (continued)

 

Asset and Liabilities by Hierarchy Level -The tables below present the balances of assets and liabilities measured at fair value on a recurring basis, as of September 30, 2009.the dates indicated.

 

  Level 1  Level 2  Level 3  Total
  
  (in thousands)

Fixed maturities, available for sale:

         

Corporate Securities

   $  -  $4,982,639  $63,326  $5,045,965  

Foreign government securities

   -   152,751   1,218   153,969  

Asset-backed securities

   -   201,793   44,749   246,542  

Residential mortgage-backed securities

   -   953,787   -   953,787  

Commercial mortgage-backed securities

   -   541,420   -   541,420  

U.S. government securities

   -   218,975   -   218,975  

State and municipal securities

   -   74,318   -   74,318  
  

Sub-total

   $  -  $7,125,683  $109,293  $7,234,976  

Trading account assets:

         

Asset backed securities

   -   73,293   -   73,293  

Equity Securities

   9,298   -   -   9,298  

All other activity

   19   -   -   19  
  

Sub-total

   $  9,317  $73,293  $-  $82,610  
  

Equity securities, available for sale

   17,060   1,507   -   18,567  

Other long-term investments

   -   1,845   (195)   1,650  

Short term investments

   128,517   99,730   -   228,247  

Cash and cash equivalents unaffiliated

   -   6,999   -   6,999  

Reinsurance recoverable

   -   -   493,231   493,231  

Other Assets

   -   38,039   -   38,039  
  

Sub-total excluding separate account assets

   $  154,894  $7,347,096  $602,329  $8,104,319  

Separate account assets (1)

   24,027,456   13,248,868   -   37,276,324  
  

  Total assets

   $  24,182,350  $20,595,964  $602,329  $45,380,643  
  

Future policy benefits

   -   -   486,405   486,405  
  

  Total liabilities

   $  -  $-  $486,405  $486,405  
  

(1) Separate account assets represent segregated funds that are invested for certain customers. Investment risks associated with market value changes are borne by the customers, except to the extent of minimum guarantees made by the Company with respect to certain accounts. Separate account liabilities are not included in the above table as they are reported at contract value and not fair value in the Company’s Unaudited Interim Statements of Financial Position.

The table below presents the balances of assets and liabilities measured at fair value on a recurring basis, as of December 31, 2008.

   Level 1  Level 2  Level 3  Total
   (in thousands)

Fixed maturities, available for sale

  $-  $9,778,618  $90,724  $9,869,342

Trading account assets

   10,223   41,199   -   51,422

Equity securities, available for sale

   9,219   900   -   10,119

Other long-term investments

   -   36,852   (1,496)   35,356

Short term investments

   254,046   -   -   254,046

Reinsurance recoverable

   -   -   2,110,146   2,110,146
                

Sub-total excluding separate account assets

  $273,488  $9,857,569  $2,199,374  $12,330,431

Separate account assets (1)

   13,884,682   10,375,310   -   24,259,992
                

Total assets

  $14,158,170  $20,232,879  $2,199,374  $36,590,423
                

Future policy benefits

  $-  $-  $2,111,242  $2,111,242
                

Total liabilities

  $-  $-  $2,111,242  $2,111,242
                

(1) Separate account assets represent segregated funds that are invested for certain customers. Investment risks associated with market value changes are borne by the customers, except to the extent of minimum guarantees made by the Company with respect to certain accounts. Separate account liabilities are not included in the above table as they are reported at contract value and not fair value in the Company’s Unaudited Interim Statements of Financial Position.

   As of March 31, 2010
   Level 1  Level 2  Level 3  Total
    
   (in thousands)

Fixed maturities, available for sale:

        

Corporate Securities

      $-  $4,759,767  $64,738  $4,824,505  

Foreign government securities

   -   135,462   1,203   136,665  

Asset-backed securities

   -   169,144   41,014   210,158  

Residential mortgage-backed securities

   -   452,297   -   452,297  

Commercial mortgage-backed securities

   -   516,162   -   516,162  

U.S. government securities

   -   298,915   -   298,915  

State and municipal securities

   -   75,402   -   75,402  
    

Sub-total

      $-  $6,407,149  $106,955  $6,514,104  

Trading account assets:

        

Asset backed securities

   -   70,802   -   70,802  

Equity Securities

   9,806   -   -   9,806  
    

Sub-total

      $9,806  $70,802  $-  $80,608  
    

Equity securities, available for sale

   17,952   1,469   -   19,421  

Short term investments

   253,555   189,349   -   442,904  

Cash equivalents unaffiliated

   -   291,572   -   291,572  

Other Assets

   -   33,242   -   33,242  
    

Sub-total excluding separate account assets

      $281,313  $6,993,583  $106,955  $7,381,851  

Separate account assets (1)

   30,735,417   14,577,617   -   45,313,034  
    

Total assets

      $        31,016,730  $        21,571,200  $        106,955  $        52,694,885  
    

Future policy benefits

   -   -   (135,920)   (135,920)  

Other liabilities

     661   103,481   104,142  
    

Total liabilities

      $-  $661  $(32,439)  $(31,778)  
    

 

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Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements

 

 

7.   FAIR VALUE OF ASSETS AND LIABILITIES(continued)

      As of December 31, 2009
    
   Level 1  Level 2  Level 3  Total
   (in thousands)

Fixed maturities, available for sale:

        

Corporate Securities

      $-  $4,791,668  $63,634  $4,855,302

Foreign government securities

   -   133,781   1,219   135,000

Asset-backed securities

   -   170,045   43,794   213,839

Residential mortgage-backed securities

   -   404,569   -   404,569

Commercial mortgage-backed securities

   -   548,582   -   548,582

U.S. government securities

   -   262,479   -   262,479

State and municipal securities

   -   74,116   -   74,116
    

Sub-total

      $-  $6,385,240  $108,647  $6,493,887

Trading account assets:

        

Asset backed securities

      $-  $70,198  $-  $70,198

Equity Securities

   9,694   -   -   9,694
    

Sub-total

      $9,694  $70,198  $-  $79,892
    

Equity securities, available for sale

      $17,230  $1,382  $-  $18,612

Short term investments

   393,163   312,683   -   705,846

Cash equivalents unaffiliated

   17   68,581   -   68,598

Reinsurance recoverable

   -   -   40,351   40,351

Other Assets

   -   33,133   -   33,133
    

Sub-total excluding separate account assets

      $420,104  $6,871,217  $148,998  $7,440,319

Separate account assets (1)

   29,031,264   12,417,448   -   41,448,712
    

Total assets

      $        29,451,368  $        19,288,665  $        148,998  $        48,889,031
    

Future policy benefits

      $-  $-  $10,874  $10,874

Other liabilities

   -   8,384   53   8,437
    

Total liabilities

      $-  $8,384  $10,927  $19,311
    

7.

(1)

FAIR VALUE OF ASSETS AND LIABILITIES (continued)Separate account assets represent segregated funds that are invested for certain customers. Investment risks associated with market value changes are borne by the customers, except to the extent of minimum guarantees made by the Company with respect to certain accounts.

The methods and assumptions the Company uses to estimate fair value of assets and liabilities measured at fair value on a recurring basis are summarized below. Information regarding Separate Account Assets is excluded as follows:the risk of assets for these categories is ultimately borne by our customers and policyholders.

Fixed Maturity Securities - The fair values of the Company’s public fixed maturity securities are generally based on prices obtained from independent pricing services. Prices from pricing services are sourced from multiple vendors, and a vendor hierarchy is maintained by asset type based on historical pricing experience and vendor expertise. The Company generally receives prices from multiple pricing services for each security, but ultimately uses the price from the pricing service highest in the vendor hierarchy based on the respective asset type. In order toTo validate reasonability, prices are reviewed by internal asset managers through comparison with directly observed recent market trades and internal estimates of current fair value, developed using market observable inputs and economic indicators. Consistent with the fair value hierarchy described above, securities with validated quotes from pricing services are generally reflected within Level 2.2, as they are primarily based on observable pricing for similar assets and/or other market observable inputs. If the pricing information received from third party pricing services is not reflective of market activity or other inputs observable in the market, the Company may challenge the price through a formal process with the pricing service. If the pricing service updates the price to be more consistent in comparison to the presented market observations, the security remains within Level 2.

If the Company ultimately concludes that pricing information received from the independent pricing service is not reflective of market activity, non-binding broker quotes are used, if available. If the Company concludes the values from both pricing services and brokers are not reflective of market activity, it may over-ride the information from the pricing service or broker with an internally developed valuation. As of September 30, 2009March 31, 2010 and December 31, 20082009 over-rides on a net basis were not material. Internally developed valuations or non-binding broker quotes are also used to determine fair value in circumstances where vendor pricing is not available. These estimates may use significant unobservable inputs, which reflect our own assumptions about the inputs market participants would use in pricing the asset. Circumstances where observable market data are not available may include events such as market illiquidity and credit events related to the security. Pricing service over-rides, internally developed valuations and non-binding broker quotes are generally included in Level 3 in our fair value hierarchy.

The fair value of private fixed maturities, which are primarily comprised of investments in private placement securities, originated by internal private asset managers, are primarily determined using a discounted cash flow model. In certain cases these models primarily

24


Prudential Annuities Life Assurance Corporation

Notes to Financial Statements

7.   FAIR VALUE OF ASSETS AND LIABILITIES(continued)

use observable inputs with a discount rate based upon the average of spread surveys collected from private market intermediaries who are active in both primary and secondary transactions, taking into account, among other factors, the credit quality and industry sector of the issuer and the reduced liquidity associated with private placements. Generally, these securities have been reflected within Level 2. For certain private fixed maturities, the discounted cash flow model may also incorporate significant unobservable inputs, which reflect the Company’s own assumptions about the inputs market participants would use in pricing the asset. Accordingly, these securities have been reflected within Level 3. Significant unobservable inputs used include: issue specific credit adjustments, material non-public financial information, management judgment, estimation of future earnings and cashflows,cash flows, default rate assumptions, and liquidity assumptions. These inputs are usually considered unobservable, as not all market participants will have access to this data.

Private fixed maturities also include debt investments in funds that, in addition to a stated coupon, pay a return based upon the results of the underlying portfolios. The fair values of these securities are determined by reference to the funds’ net asset value (NAV). Any restrictions on the ability to redeem interests in these funds at NAV are considered to have a de minimis effect on the fair value. Since the NAV at which the funds trade can be observed by redemption and subscription transactions between third parties, the fair values of these investments have been reflected within Level 2 in the fair value hierarchy.

Trading Account Assets –consist– Consist primarily of asset-backed securities, public corporate bonds, treasuries and equity securities whose fair values are determined consistent with similar instruments described above under “Fixed Maturity Securities” and below under “Equity Securities.”

Equity Securities - consistConsist principally of investments in common and preferred stock of publicly traded companies. The fair values of most publicly traded equity securities are based on quoted market prices in active markets for identical assets and are classified within Level 1 in the fair value hierarchy. The fair values of preferred equity securities are based on prices obtained from independent pricing services and, in order to validate reasonability, are compared with directly observed recent market trades. Accordingly, these securities are generally classified within Level 2 in the fair value hierarchy.

Derivative Instruments - Derivatives are recorded at fair value either as assets, within “Other long-term investments,” or as liabilities, within “Other liabilities,” except for embedded derivatives which are recorded with the associated host contract. The fair

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Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements

7.

FAIR VALUE OF ASSETS AND LIABILITIES (continued)

values of derivative contracts are determined based on quoted prices in active exchanges or through the use of valuation models. The fair values of derivative contracts can be affected by changes in interest rates, foreign exchange rates, commodity prices, credit spreads, market volatility, expected returns, non-performance risk and liquidity as well as other factors. Liquidity valuation adjustments are made to reflect the cost of exiting significant risk positions, and consider the bid-ask, spread, maturity, complexity, and other specific attributes of the underlying derivative position. Fair values can also be affected by changes in estimates and assumptions including those related to counterparty behavior used in valuation models.

The majority of the Company’s derivative positions is traded in the OTC derivative market and is classified within Level 2 in the fair value hierarchy. OTC derivatives classified within Level 2 are valued using models generally accepted in the financial services industry that use actively quoted or observable market input values from external market data providers, non-binding broker-dealer quotations, third-party pricing vendors and/or recent trading activity. The fair values of most OTC derivatives, including interest rate swaps, cross currency swaps and single name credit default swaps are determined using discounted cash flow models. These models’ key assumptions include the contractual terms of the respective contract, along with significant observable inputs, including interest rates, currency rates, credit spreads, yield curves, index dividend yields and nonperformance risk. The Company utilizes its own credit spread torisk and volatility.

To reflect the marketsmarket’s perception of its non-performance risk, whenthe Company incorporates an additional spread over London Interbank Offered Rate (“LIBOR”) into the discount rate used in determining the fair value of OTC derivative assets and liabilities. This credit spread captures the non-performance risk of the Company’s OTC derivative related assets and liabilities.liabilities that are uncollateralized. Most OTC derivative contracts have bid and ask prices that are actively quoted or can be readily obtained from external market data providers. The Company’s policy is to use mid-market pricing in determining its best estimate of fair value.

Level 3 includes OTC derivatives where the bid-ask spreads are generally wider than derivatives classified within Level 2 thus requiring more judgment in estimating the mid-market price of such derivatives. Derivatives that are valued based upon models with unobservable market input values or input values from less actively traded or less-developed markets are classified within Level 3 in the fair value hierarchy. Derivatives classified as Level 3 include first-to-default credit basket swaps.swaps, look-back equity options and other structured products. These derivatives are valued based upon models with some significant unobservable market inputs or inputs from less actively traded markets. The fair values of first-to-default credit basket swaps are derived from relevant observable inputs such as: individual credit default spreads, interest rates, recovery rates and unobservable model-specific input values such as correlation between different credits within the same basket. Look-back equity options and other structured options and derivatives are valued using simulation models such as the Monte Carlo technique. The input values for look-back equity options are derived from observable market indices such as interest rates, dividend yields, equity indices as well as unobservable model-specific input values such as certain volatility parameters. Level 3 methodologies are validated through periodic comparison of the Company’s fair values to broker-dealer’sbroker-dealer values.

25


Prudential Annuities Life Assurance Corporation

Notes to Financial Statements

7.   FAIR VALUE OF ASSETS AND LIABILITIES(continued)

Cash Equivalents and Short-Term Investments - includeInclude money market instruments, commercial paper and other highly liquid debt instruments. Money market instruments are generally valued using unadjusted quoted prices in active markets that are accessible for identical assets and are primarily classified as Level 1. The remaining instruments in the Cash Equivalents and Short-term Investments category are typically not traded in active markets; however, their fair values are based on market observable inputs and, accordingly, these investments have been classified within Level 2 in the fair value hierarchy.

Other Assets - otherOther assets carried at fair value include affiliated bonds within our legal entity whose fair value are determined consistent with similar securities described above under “Fixed Maturity Securities” managed by affiliated asset managers.

Reinsurance Recoverables – reinsurance recoverables carried at fair value include the reinsurance of our living benefit guarantees on certain of our variable annuities. These guarantees are described further below in “Future Policy Benefits”. The reinsurance agreements covering these guarantees are derivatives and are accounted for in the same manner as an embedded derivative.

Future Policy BenefitsThe liability for futureFuture policy benefits includes general account liabilities forembedded derivatives related to guarantees on variable annuity contracts, including guaranteed minimum accumulation benefits (“GMAB”), guaranteed minimum withdrawal benefits (“GMWB”)GMAB, GMWB and guaranteed minimum income and withdrawal benefits (“GMIWB”), accounted for as embedded derivatives.GMIWB. The fair values of the GMAB, GMWB and GMIWB liabilities are calculated as the present value of future expected benefit payments to customers less the present value of assessed rider fees attributable to the embedded derivative feature.feature and could result in an embedded derivative asset or liability. Since there is no observable active market for the transfer of these obligations, the valuations are calculated using internally developed models with option pricing techniques. The models are based on a risk neutral valuation framework and incorporate premiums for risks inherent in valuation techniques, inputs, and the general uncertainty around the timing and amount of future cash flows. The determination of these risk premiums requires the use of management judgment.

The Company is also required to incorporate its own risk of non-performance in the valuation of the embedded derivatives associated with the optional living benefit features. Since insurance liabilities are senior to debt, the Company believes that reflecting the claims-payingfinancial strength ratings of the Company in the valuation of the liability appropriately takes into consideration the Company’s own risk of non-performance. Historically, the expected cash flows were discounted using forward LIBOR interest rates, which were commonly viewed as being consistent with AA quality claims-paying ratings.financial strength. However, in light of first quarter of 2009 developments, including rating agency downgrades to the claims-paying ratings of the Company, the Company determined that forward LIBOR interest rates were no longer indicative of a market participant’s view of the Company’s claims-paying ability.financial strength. As a result, beginning in the first quarter of 2009, to reflect the market’s perception of its non-performance risk, the Company incorporated an additional spread over LIBOR into the discount rate used in the valuations of the embedded derivatives associated

27


Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements

7.

FAIR VALUE OF ASSETS AND LIABILITIES (continued)

with its optional living benefit features, thereby increasing the discount rate and reducing the fair value of the embedded derivative liabilities. The additional spread over LIBOR is determined taking into consideration publicly available information relating to the claims-paying abilityfinancial strength of the Company, as indicated by the credit spreads associated with funding agreements issued by an affiliated company. The Company adjusts these credit spreads to remove any liquidity risk premium. The additional spread over LIBOR incorporated into the discount rate as of September 30, 2009March 31, 2010 generally ranged from 10075 to 200150 basis points for the portion of the interest rate curve most relevant to these liabilities.

Other significant inputs to the valuation models for the embedded derivatives associated with the optional living benefit features of the Company’s variable annuity products include capital market assumptions, such as interest rate and implied volatility assumptions, as well as various policyholder behavior assumptions that are actuarially determined, including lapse rates, benefit utilization rates, mortality rates and withdrawal rates. These assumptions are reviewed at least annually, and updated based upon historical experience and give consideration to any observable market data, including market transactions such as acquisitions and reinsurance transactions. Since many of the assumptions utilized in the valuation of the embedded derivatives associated with the Company’s optional living benefit features are unobservable and are considered to be significant inputs to the liability valuation, the liability included in future policy benefits has been reflected within Level 3 in the fair value hierarchy.

Other Liabilities - Include reinsurance liabilities carried at fair value related to the reinsurance of our living benefit guarantees on certain of our variable annuities. These guarantees are described further below in "Future Policy Benefits". The reinsurance agreements covering these guarantees are derivatives and are accounted for in the same manner as an embedded derivative.

Transfers between Levels 1 and 2 –During the three months ended March 31, 2010, there were no transfers between Level 1 and Level 2.

Changes in Level 3 assets and liabilities -The following tables provide a summary of the changes in fair value of Level 3 assets and liabilities for the three and nine months ended September 30, 2009,March 31, 2010, as well as the portion of gains or losses included in income for the three and nine months ended September 30, 2009March 31, 2010 attributable to unrealized gains or losses related to those assets and liabilities still held at September 30, 2009.March 31, 2010.

 

  Three Months Ended September 30, 2009
           
  Fixed
Maturities,
Available For
Sale – Foreign
Government
Bonds
 Fixed
Maturities,
Available For
Sale –
Corporate
Securities
 Fixed
Maturities,
Available For
Sale – Asset-
Backed
Securities
 Other Long-
Term
Investments
 Reinsurance
Recoverable
  (in thousands)

Fair value, beginning of period

 $1,144 $66,575 $23,424   $(836) $503,999  

Total gains or (losses) (realized/unrealized):

     

Included in earnings:

     

Realized investment gains (losses), net

  -  (16)  (4,656)    641  (34,348)  

Included in other comprehensive income (loss)

  74  1,777  12,525    -  -  

  Net investment income

  -  918  10    -  -  

  Purchases, sales, issuances, and settlements

  -  (986)  (947)    -  23,580  

  Transfers into (out of) Level 3 (1)

  -  (4,942)  14,393    -  -  
               

Fair value, end of period

 $1,218 $63,326 $44,749   $(195) $493,231  
               

Unrealized gains (losses) for the period relating to those Level 3 assets that were still held by the Company at the end of the period (2):

     

Included in earnings:

     

Realized investment gains (losses), net

 $- $- $(4,656)   $641 $(13,570)  

Included in other comprehensive income (loss)

 $74 $1,792 $12,525   $- $-  

2826


Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements

 

 

7.

FAIR VALUE OF ASSETS AND LIABILITIES (continued)

  Three Months Ended September 30, 2009
     
  Future Policy
Benefits
 Separate Account
Assets(3)
  (in thousands)

Fair value, beginning of period

 $(492,998)     $50,467

Total gains or (losses) (realized/unrealized):

  

Included in earnings:

  

Realized investment gains (losses), net

  31,193      -

Included in other comprehensive income (loss)

  -      -

Interest Credited to Policyholder Account Balances (SA Only)

  -      -

Purchases, sales, issuances, and settlements

  (24,600)      -

Transfers into (out of) Level 3 (1)

  -      (50,467)
      

Fair value, end of period

 $(486,405)     $-
      

Unrealized gains (losses) for the period relating to those Level 3 assets that were still held by the Company at the end of the period (2):

  

Included in earnings:

  

Realized investment gains (losses), net

 $11,564     $-

Interest credited to policyholder account

 $-     $-

Included in other comprehensive income (loss)

 $-     $-

(1) Transfers into or out of level 3 are generally reported as the value as of the beginning of the quarter in which the transfer occurs.

(2) Unrealized gains or losses related to assets still held at the end of the period do not include amortization or accretion of premiums and discounts.

(3) Separate account assets represent segregated funds that are invested for certain customers. Investment risks associated with market value changes are borne by the customers, except to the extent of minimum guarantees made by the Company with respect to certain accounts. Separate account liabilities are not included in the above table as they are reported at contract value and not fair value in the Company’s Unaudited Interim Statement of Financial Position.

Transfers – Transfers into level 3 for Fixed Maturities Available for Sale - Asset-Backed securities for the three months ended September 30, 2009, resulted from the Company’s conclusion that the market for asset-backed securities collateralized by sub-prime mortgages was an inactive market, is discussed in detail above. Partially offsetting these transfers into Level 3 were transfers out of Level 3 for Separate Account Assets due to the reclassification of the underlying investment within the mutual funds as these funds had less exposure to Level 3 securities since the funds switched to vendor prices when pricing swaps. Also offsetting the transfers into level 3 were transfer out of level 3 for Fixed Maturities Available for Sale – Corporate securities due to the use of observable inputs in valuation methodologies as well as the utilization of pricing service information for certain assets that the Company was able to validate.

29


Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements7.   FAIR VALUE OF ASSETS AND LIABILITIES(continued)

 

   Three Months Ended March 31, 2010
   

Fixed

Maturities,

Available For

Sale –

Corporate

Securities

  

Fixed

Maturities,

Available For

Sale –

Foreign

Government

Bonds

  

Fixed

Maturities,

Available

For Sale –

Asset-Backed

Securities

    
   (in thousands)

Fair value, beginning of period

  $63,634  $1,219  $43,795

Total gains or (losses) (realized/unrealized):

      

Included in earnings:

      

  Realized investment gains (losses), net

   -   -   (1,247)

Purchases, sales, issuances, and settlements

   -   -   -

Included in other comprehensive income (loss)

   280   (16)   (1,215)

Net investment income

   951   -   (204)

Purchases, sales, issuances, and settlements

   (127)   -   (115)

Transfers into Level 3 (1)

   -   -   -

Transfers out of Level 3 (1)

   -   -   -
    

Fair value, end of period

  $64,738  $1,203  $41,014
    

Unrealized gains (losses) for the period relating to those Level 3 assets that were still held by the Company at the end of the period (2):

      

Included in earnings:

      

Realized investment gains (losses), net

  $-  $-  $(654)

Asset management fees and other income

  $-  $-  $-

Included in other comprehensive income (loss)

  $280  $(16)  $(1,215)

   Three Months Ended March 31, 2010
   

 

Future Policy

Benefits

  

Other Liabilities

(3)

    
   

 

(in thousands)

Fair value, beginning of period

  $(10,874)  $40,298

Total gains or (losses) (realized/unrealized):

    

Included in earnings:

    

  Realized investment gains (losses), net

   191,549   (186,508)

Purchases, sales, issuances, and settlements

   (44,755)   42,729

Transfers into Level 3 (1)

   -   -

Transfers out of Level 3 (1)

   -   -
    

Fair value, end of period

  $        135,920  $        (103,481)
    

Unrealized gains (losses) for the period relating to those Level 3 assets that were still held by the Company at the end of the period (2):

    

Included in earnings:

    

Realized investment gains (losses), net

  $192,678  $(187,161)

Interest credited to policyholder account

  $-  $-

Included in other comprehensive income (loss)

  $-  $-

 

7.

FAIR VALUE OF ASSETS AND LIABILITIES (continued)

  Nine Months Ended September 30, 2009
           
  Fixed
Maturities,
Available For
Sale – Foreign
Government
Bonds
 Fixed
Maturities,
Available For
Sale –
Corporate
Securities
 Fixed
Maturities,
Available For
Sale – Asset -
Backed
Securities
 Other Long-
Term
Investments
 Reinsurance
Recoverable
  (in thousands)

Fair value, beginning of period

 $977    $68,559    $21,188    $(1,496)   $2,110,146

Total gains or (losses) (realized/unrealized):

     

Included in earnings:

     

Realized investment gains (losses), net

  -     (449)     (4,656)     1,301    (1,675,706)

Included in other comprehensive income (loss)

  241     (6,017)     14,789     -    -

Net investment income

  -     2,702     (17)     -    -

Purchases, sales, issuances, and settlements

  -     (986)     (948)     -    58,791

Transfers into (out of) Level 3 (1)

  -     (483)     14,393     -    -
               

Fair value, end of period

 $1,218    $63,326    $44,749    $(195)   $493,231
               

Unrealized gains (losses) for the period relating to those Level 3 assets that were still held by the Company at the end of the period (2):

     

Included in earnings:

     

Realized investment gains (losses), net

 $-    $(433)    $(4,656)    $1,301   $(1,622,025)

Asset management fees and other income

 $-    $-    $             $-   $-

Included in other comprehensive income (loss)

 $242    $(6,002)    $14,789    $-   $-

  Nine Months Ended September 30, 2009
     
  Future Policy
Benefits
 Separate Account
Assets(3)
  (in thousands)

Fair value, beginning of period

 $(2,111,242) $-

Total gains or (losses) (realized/unrealized):

  

Included in earnings:

  

Realized investment gains (losses), net

  1,685,214  -

Interest Credited to Policyholder Account Balances (SA Only)

  -  (3,279)

Purchases, sales, issuances, and settlements

  (60,377)  53,746

Transfers into (out of) Level 3 (2)

  -  (50,467)
      

Fair value, end of period

 $(486,405) $-
      

Unrealized gains (losses) for the period relating to those Level 3 assets that were still held by the Company at the end of the period (3):

  

Included in earnings:

  

Realized investment gains (losses), net

 $1,630,309 $-

Interest credited to policyholder account

 $- $(3,279)

Included in other comprehensive income (loss)

 $- $-

(1) Transfers into or out of level 3 are generally reported as the value as of the beginning of the quarter in which the transfer occurs.

(2) Unrealized gains or losses related to assets still held at the end of the period do not include amortization or accretion of premiums and discounts.

(3) Separate account assets represent segregated funds that are invested for certain customers. Investment risks associated with market value changes are borne by the customers, except to the extent of minimum guarantees made by the Company with respect to certain accounts. Separate account liabilities are not included in the above table as they are reported at contract value and not fair value in the Company’s Unaudited Interim Statement of Financial Position.

Transfers – Transfers into level 3 for Fixed Maturities Available for Sale - Asset-Backed securities for the nine months ended September 30, 2009, resulted from the Company’s conclusion that the market for asset-backed securities collateralized by sub-prime mortgages was an inactive market, is discussed in detail above. Partially offsetting these transfers into Level 3 were transfers out of Level 3 for Separate Account Assets due to the reclassification of the underlying investment within the mutual funds as these funds

30


Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements

7.

FAIR VALUE OF ASSETS AND LIABILITIES (continued)

had less exposure to Level 3 securities since the funds switched to vendor prices. Also offsetting the transfers into level 3 were transfer out of level 3 for Fixed Maturities Available for Sale – Corporate securities due to the use of observable inputs in valuation methodologies as well as the utilization of pricing service information for certain assets that the Company was able to validate.

The following tables provide a summary of the changes in fair value of Level 3 assets and liabilities for the three and nine months ended September 30, 2008, as well as the portion of gains or losses included in income for the three and nine months ended September 30, 2008 attributable to unrealized gains or losses related to those assets and liabilities still held at September 30, 2008.

  Three Months Ended September 30, 2008
  Fixed Maturities,
    Available For    
Sale
     Other Long-term    
Investments
     Reinsurance    
Recoverable
     Future Policy    
Benefits
  (in thousands)

Fair value, beginning of period

 $20,639 $(319) $207,025 $(207,025)

Total gains or (losses) (realized/unrealized):

    

Included in earnings:

    

Realized investment gains (losses), net

  -  (483)    269,454  (269,454)

Included in other comprehensive income (loss)

  (333)  -  -  -

Net investment income

  (9)  -  -  -

Purchases, sales, issuances, and settlements

  22,609  -  15,503  (15,503)

Foreign currency translation

  -  -  -  -

Transfers into (out of) level 3 (1)

  (10,677)  -  -  -
            

Fair value, end of period

 $32,229 $(802) $491,982 $(491,982)
            

Unrealized gains (losses) relating to those level 3 assets that were still held by the Company at the end of the period (2):

    

Included in earnings:

    

Realized investment gains (losses), net

 $- $(483) $277,302 $(277,302)

Interest credited to policyholder account

 $- $- $- $-

Included in other comprehensive income (loss)

 $(333) $- $- $-

1.

Transfers into or out of level 3 are generally reported as the value as of the beginning of the quarter in which the transfer occurs.

(2)

2.Unrealized gains or losses related to assets still held at the end of the period do not include amortization or accretion of premiums and discounts.

(3)

Reinsurance Liabilities classified as Reinsurance Recoverable at December 31, 2009 were reclassified to Other Liabilities at March 31, 2010 as they were in a net liability position.

27


Prudential Annuities Life Assurance Corporation

Notes to Financial Statements

7.   FAIR VALUE OF ASSETS AND LIABILITIES(continued)

The following table provides a summary of the changes in fair value of Level 3 assets and liabilities for the three months ended March 31, 2009, as well as the portion of gains or losses included in income for three months ended March 31, 2009 attributable to unrealized gains or losses related to those assets and liabilities still held at March 31, 2009.

   Three Months Ended March 31, 2009
   

Fixed Maturities,

Available For

Sale-Corporate

Securities

   

Fixed

Maturities,

Available For

Sale-Foreign

Government

Bonds

  

Fixed Maturities,

Available For

Sale-Asset

Backed Securities

   

Other Long-

term

Investments

    
   (in thousands)

Fair value, beginning of period

        $68,559    $977  $21,188    $(1,496)

Total gains or (losses) (realized/unrealized):

        

Included in earnings:

        

Realized investment gains (losses), net

   (423)     -   -     (273)

Included in other comprehensive income (loss)

   (8,233)   �� 18   598     -

Net investment income

   885     -   (14)     -

Purchases, sales, issuances, and settlements

   -     -   -     -

Foreign currency translation

   -     -   -     -

Transfers into level 3 (1)

   -     -   -     -

Transfers out of level 3 (1)

   -     -   -     -
    

Fair value, end of period

        $        60,788    $        995  $        21,772    $        (1,769)
    

Unrealized gains (losses) relating to those level 3 assets that were still held by the Company at the end of the period (2):

        

Included in earnings:

        

Realized investment gains (losses), net

        $(423)    $-  $-    $(274)

Interest credited to policyholder account

        $-    $-  $-    $-

Included in other comprehensive income (loss)

        $(8,233)    $18  $598    $-
   Three Months Ended March 31, 2009    
   

Future Policy

Benefits

 

   

Separate

Account Assets

 

  

Reinsurance

Recoverable

 

   
       
       (in thousands)      

Fair value, beginning of period

        $(2,111,242   -  $2,110,146    

Total gains or (losses) (realized/unrealized):

        

Included in earnings:

        

Realized investment gains (losses), net

   960,992     -   (957,171  

Included in other comprehensive income (loss)

   -     -   -    

Net investment income

   -     -   -    

Purchases, sales, issuances, and settlements

   (15,522   55,477   15,222    

Foreign currency translation

   -     -   -    

Transfers into level 3 (1)

   -     -   -    

Transfers out of level 3 (1)

   -     -   -    
       

Fair value, end of period

        $(1,165,772  $55,477  $1,168,197    
       

Unrealized gains (losses) relating to those level 3 assets that were still held by the Company at the end of the period (2):

        

Included in earnings:

        

Realized investment gains (losses), net

        $936,839    $-  $(932,970  

Interest credited to policyholder account

        $-    $-  $-    

Included in other comprehensive income (loss)

        $-    $-  $-    

(1)

Transfers into or out of level 3 are generally reported as the value as of the beginning of the quarter in which the transfer occurs.

(2)

Unrealized gains or losses related to assets still held at the end of the period do not include amortization or accretion of premiums and discounts.

 

3128


Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements

 

 

7.

FAIR VALUE OF ASSETS AND LIABILITIES (continued)

 

  Nine Months Ended September 30, 2008
  Fixed Maturities,
    Available For    
Sale
    Other Long-term  
Investments
      Reinsurance    
Recoverable
   Future Policy  
Benefits
  (in thousands)

Fair value, beginning of period

 $9,502   $(56 $103,909 $(103,909)

Total gains or (losses) (realized/unrealized):

    

Included in earnings:

    

Realized investment gains (losses), net

  -    (746  344,489  (344,489)

Included in other comprehensive income (loss)

  (1,458)    -    -  -

Net investment income

  (23)    -    -  -

Purchases, sales, issuances, and settlements

  40,888    -    43,584  (43,584)

Foreign currency translation

  -    -    -  -

Transfers into (out of) level 3 (1)

  (16,680  -    -  -
              

Fair value, end of period

 $32,229   $(802)   $491,982 $(491,982)
              

Unrealized gains (losses) relating to those level 3 assets that were still held by the Company at the end of the period (2):

    

Included in earnings:

    

Realized investment gains (losses), net

 $-   $(746)   $351,868 $(351,868)

Interest credited to policyholder account

 $-   $-   $- $-

Included in other comprehensive income (loss)

 $(1,458)   $-   $- $-

1.Transfers into or out of level 3 are generally reported as the value as of the beginning of the quarter in which the transfer occurs.

2. Unrealized gains or losses related to assets still held at the end of the period do not include amortization or accretion of premiums and discounts.

Transfers – Transfers out of Level 3 for Fixed Maturities Available for Sale totaled $10.7 million at three months ended September 30, 2008, and $16.7 million at nine months ended September 30, 2008. This activity was a result of pricing service information that the Company was able to validate in the second quarter of 2008 but was not available in the first quarter of 2008.7.   FAIR VALUE OF ASSETS AND LIABILITIES(continued)

Fair Value of Financial Instruments–The Company is required to disclose the fair value of certain financial instruments including those that are not carried at fair value. For the following financial instruments the carrying amount equals or approximates fair value: fixed maturities classified as available for sale, trading account assets, equity securities, short-term investments, cash and cash equivalents, separate account assets and long-term and short-term borrowing.

The following table discloses the Company’s financial instruments where the carrying amounts and fair values may differ:

 

  September 30, 2009 March 31, 2010 December 31, 2009
  Carrying
value
  Fair
Value
 

 

    Carrying value    

         Fair value              Carrying value              Fair value        
  (in thousands) (in thousands)

Assets:

    

Commercial Mortgage and other Loans

  $    328,585  $      326,757 $  369,313 $      389,756 $      373,080 $      381,557

Policy loans

  $13,147  $15,979 $    13,297 $        12,390 $        13,067 $        14,796

Investment Contracts - Policyholders’ Account Balances & Separate Account Liabilities

  $56,704  $55,514

Liabilities:

    

Investment Contracts - Policyholders’ Account Balances

 $   53,247 $       52,821 $        53,599 $        52,960

The fair values presented above for those financial instruments where the carrying amounts and fair values may differ have been determined by using available market information and by applying market valuation methodologies, as described in more detail below.

Commercial mortgage and other loans

The fair value of commercial mortgage and other loans is primarily based upon the present value of the expected future cash flows discounted at the appropriate U.S. Treasury rate adjusted for the current market spread for similar quality loans.

Policy Loans

The fair value of U.S. insurance policy loans is calculated using a discounted cash flow model based upon current U.S. Treasury rates and historical loan repayment patterns.

32


Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements

7.

FAIR VALUE OF ASSETS AND LIABILITIES (continued)

Investment Contracts – Policyholders’ Account Balances & Separate Account Liabilities

Only the portion of policyholders’ account balances and separate account liabilities related to products that are investment contracts (those without significant mortality or morbidity risk) are reflected in the table above. For payout annuities and other similar contracts without life contingencies, fair values are derived using discounted projected cash flows based on interest rates that are representative of the Company’s claims payingfinancial strength ratings, and hence reflects the Company’s own nonperformancenon-performance risk.

8.

8.     DERIVATIVE INSTRUMENTS

Types of Derivative Instruments and Derivative Strategies

Interest rate swaps are used by the Company to manage interest rate exposures arising from mismatches between assets and liabilities (including duration mismatches) and to hedge against changes in the value of assets it anticipates acquiring and other anticipated transactions and commitments. Swaps may be attributed to specific assets or liabilities or may be used on a portfolio basis. Under interest rate swaps, the Company agrees with other parties to exchange, at specified intervals, the difference between fixed rate and floating rate interest amounts calculated by reference to an agreed upon notional principal amount. Generally, no cash is exchanged at the outset of the contract and no principal payments are made by either party. These transactions are entered into pursuant to master agreements that provide for a single net payment to be made by one counterparty at each due date.

Exchange-traded futures are used by the Company to reduce risks from changes in interest rates, to alter mismatches between the duration of assets in a portfolio and the duration of liabilities supported by those assets, and to hedge against changes in the value of securities it owns or anticipates acquiring or selling. In exchange-traded futures transactions, the Company agrees to purchase or sell a specified number of contracts, the values of which are determined by the values of underlying referenced investments, and to post variation margin on a daily basis in an amount equal to the difference in the daily market values of those contracts. The Company enters into exchange-traded futures and options with regulated futures commission merchants who are members of a trading exchange.

29


Prudential Annuities Life Assurance Corporation

Notes to Financial Statements

8.  DERIVATIVE INSTRUMENTS(continued)

Currency swaps are used by the Company to reduce risks from changes in currency exchange rates with respect to investments denominated in foreign currencies that the Company either holds or intends to acquire or sell. Under currency swaps, the Company agrees with other parties to exchange, at specified intervals, the difference between one currency and another at an exchange rate and calculated by reference to an agreed principal amount. Generally, the principal amount of each currency is exchanged at the beginning and termination of the currency swap by each party. These transactions are entered into pursuant to master agreements that provide for a single net payment to be made by one counterparty for payments made in the same currency at each due date.

Credit derivatives are used by the Company to enhance the return on the Company’s investment portfolio by creating credit exposure similar to an investment in public fixed maturity cash instruments. With credit derivatives the Company sells credit protection on an identified name, or a basket of names in a first to default structure, and in return receives a quarterly premium. With single name credit default derivatives, this premium or credit spread generally corresponds to the difference between the yield on the referenced name’s public fixed maturity cash instruments and swap rates, at the time the agreement is executed. With first to default baskets, the premium generally corresponds to a high proportion of the sum of the credit spreads of the names in the basket. If there is an event of default by the referenced name or one of the referenced names in a basket, as defined by the agreement, then the Company is obligated to pay the counterparty the referenced amount of the contract and receive in return the referenced defaulted security or similar security.

The Company sellshas sold and in certain limited instances continues to sell variable annuity products, which contain embedded derivatives. The Company has entered into reinsurance agreements to transfer the risk related to the embedded derivatives to affiliates. These embedded derivatives are marked to market through “Realized investment gains (losses), net” based on the change in value of the underlying contractual guarantees, which are determined using valuation models. In theThe affiliates the Company maintainsmaintain a portfolio of derivative instruments that is intended to economically hedge many of the risks related to the above products’ features. The derivatives may include, but are not limited to equity options, total return swaps, interest rate swap options, caps, floors, and other instruments. Also, some variable annuity productsproducts’ optional living benefits feature an automatic rebalancing element, also referred as an asset transfer feature, to minimize risks inherent in the Company’s guarantees which reduces the need for hedges.

33


Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements

8.

DERIVATIVE INSTRUMENTS (continued)

In addition to the hedging of guaranteed risks by its affiliate, Pruco Re, the Company started hedging a portion of the market exposure related to the overall capital position of ourits variable annuity business.

The Company invests in fixed maturities that, in addition to a stated coupon, provide a return based upon the results of an underlying portfolio of fixed income investments and related investment activity. The Company accounts for these investments as available for sale fixed maturities containing embedded derivatives. Such embedded derivatives are marked to market through “Realized investment gains (losses), net,” based upon the change in value of the underlying portfolio.

The table below provides a summary of the gross notional amount and fair value of derivatives contracts, excluding embedded derivatives which are recorded with the associated host, by the primary underlying. Many derivative instruments contain multiple underlyings.

 

 September 30, 2009 December 31, 2008  March 31, 2010   December 31, 2009
   Notional
Amount
   Fair Value Notional
Amount
 Fair Value  Notional
Amount
  Fair Value   

Notional
Amount

 Fair Value
   Assets Liabilities Assets Liabilities   Assets Liabilities   Assets Liabilities   

Qualifying Hedge Relationships

 (in thousands)  (in thousands)   

Currency/Interest Rate

  5,058   -  (468  -  -  -    18,866    -    (903)  5,058  -  (642)  
                                           

Total Qualifying Hedge Relationships

 $ 5,058 $  - $ (468 $ - $ - $ -   $  18,866   $  -   $  (903) $  5,058 $  - $  (642)  
                     
                      

Non-qualifying Hedge Relationships

                           

Interest Rate

 $ 523,700 $  30,534 $ (3,238 $ 1,034,800 $ 49,529 $ (3,444 $  978,700   $  38,082   $  (17,316) $  978,700 $  28,741 $  (18,083)  

Currency

  -   -  -    1,500  -  (77  -    -    -  -  -  -  

Credit

  365,350   3,549  (3,916  330,500  106  (10,757  358,350    2,785    (3,522)  358,350  3,428  (3,995)  

Currency/Interest Rate

  69,253   651  (5,859  -  -  -    66,964    581    (6,232)  78,553  426  (7,784)  

Equity

  455,130   6,729  (26,331  -  -  -    336,057    3,103    (17,270)  335,411  4,273  (14,802)  
                                           

Total Non-qualifying Hedge Relationships

 $ 1,413,433 $  41,463 $ (39,344 $ 1,366,800 $ 49,635 $ (14,278 $  1,740,071   $  44,551   $  (44,340) $  1,751,014 $  36,868 $  (44,664)  
                                           

Total Derivatives (1)

 $   1,418,491 $        41,463 $ (39,812 $   1,366,800 $       49,635 $ (14,278 $  1,758,937   $  44,551   $  (45,243) $  1,756,072 $  36,868 $  (45,306)  
                                           

(1) Excludes embedded derivatives which contain multiple underlyings. The fair value of these embedded derivatives was a liabilityan asset of $490$133.4 million as of September 30, 2009March 31, 2010 and a liability of $2,116$14.0 million as of December 31, 2008,2009, included in “Future policy benefits” and “Fixed maturities available for sale.”

30


Prudential Annuities Life Assurance Corporation

Notes to Financial Statements

8.  DERIVATIVE INSTRUMENTS(continued)

Cash Flow Hedges

The Company uses currency swaps in its cash flow hedge accounting relationships. This instrument is only designated for hedge accounting in instances where the appropriate criteria are met. The Company does not use futures, options, credit, and equity or embedded derivatives in any of its cash flow hedge accounting relationships.

34


Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements

8.

DERIVATIVE INSTRUMENTS (continued)

The following table provides the financial statement classification and impact of derivatives used in qualifying and non-qualifying hedge relationships, excluding the offset of the hedged item in an effective hedge relationship:

 

  

Three

Months

ended
September 30,
2009

  Nine Months
ended
    September 30,    
2009
         Three Months ended         
March 31,
  (in thousands)  (in thousands) 2010 2009

Qualifying

Cash Flow Hedges

    
 (in thousands)

Qualifying

  

Cash Flow Hedges

  

Currency /Interest Rate

      

Net Investment Income

    $2      $6       $                7       $-  

Other Income

   (8)     (9)    (2)    -  

Accumulated Other Comprehensive Income (Loss)(1)

   (404)     (467)    (269)    -  
          

Total Cash Flow Hedges

     $          (264)       $-  
    $(410)      $(470)      
      

Non- qualifying hedges

      

Realized investment gains (losses), net

      

Interest Rate

    $7,282      $(96,269)       $        11,982       $      (27,386)  

Currency/Interest Rate

   (4,650)     (2,263)    530    26  

Credit

   2,057     10,373    (39)    3,974  

Equity

   (56,143)     (57,251)    (15,719)    -  

Embedded Derivatives (Interest/Equity/Credit)

   (12,247)     (11,848)    (3,454)    (3,566)  
          

Total non-qualifying hedges

    $(63,701)      $(157,258)       $                (6,700)       $        (26,952)  
          

Total Derivative Impact

    $(64,111)      $(157,728)       $    (6,964)       $            (26,952)  
          

(1) Amounts deferred in Equity

    

(1) Amounts deferred in Equity

For the period ending September 30, 2009,March 31, 2010 the ineffective portion of derivatives accounted for using hedge accounting was not material to the Company’s results of operations and there were no material amounts reclassified into earnings relating to instances in which the Company discontinued cash flow hedge accounting because the forecasted transaction did not occur by the anticipated date or within the additional time period permitted by the authoritative guidance for the accounting for derivatives and hedging.

Presented below is a roll forward of current period cash flow hedges in “Accumulated other comprehensive income (loss)” before taxes:

 

   (in thousands)

Balance, December 31, 20082009

  $-(640)

Net deferred losses on cash flow hedges from January 1 to September 30, 2009March 31, 2010

   (473)(276)

Amount reclassified into current period earnings

   67
    

Balance, September 30, 2009March 31, 2010

  $(467)(909)
    

As of September 30, 2009,March 31, 2010, the Company does not have any qualifying cash flow hedges of forecasted transactions other than those related to the variability of the payment or receipt of interest or foreign currency amounts on existing financial instruments. The maximum length of time for which these variable cash flows are hedged is 7 years. Income amounts deferred in “Accumulated other comprehensive income (loss)” as a result of cash flow hedges are included in “Net unrealized investment gains (losses)” in the Statements of Equity.

31


Prudential Annuities Life Assurance Corporation

Notes to Financial Statements

8.   DERIVATIVE INSTRUMENTS(continued)

Credit Derivatives Written

The following tables set forth the Company’s exposure from credit derivatives where the Company has written credit protection, excluding embedded derivatives contained in externally-managed investments in European markets, by NAIC rating of the underlying credits as of the dates indicated.

 

35


Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements

8.

DERIVATIVE INSTRUMENTS (continued)

NAIC

Designation

(1)

  

Rating Agency Equivalent

   September 30, 2009  

Rating Agency Equivalent

     March 31, 2010
   Single Name First To Default Basket Total   Single Name         First To Default Basket      Total
       Notional           Fair Value           Notional           Fair Value           Notional           Fair Value           Notional             Fair Value          Notional             Fair Value             Notional             Fair Value    
     (in thousands)
        (in thousands)

1

  

Aaa, Aa, A

 $  295,000 $  2,494 $  1,000 $  (19) $  296,000 $  2,475  

Aaa, Aa, A

  $  295,000  $  2,248  $  1,000  $  (2)  $  296,000  $  2,246

2

  

Baa

  25,000  506  -  -  25,000  506  

Baa

    25,000    471    -    -    25,000    471
                                                    
  

Subtotal Investment Grade

 $  320,000 $  3,000 $  1,000 $  (19) $  321,000 $  2,981  

Subtotal Investment Grade

  $  320,000  $  2,719  $  1,000  $  (2)  $  321,000  $  2,717
                                                    

3

  

Ba

 $  - $  - $  9,500 $  (176) $  9,500 $  (176)  

Ba

  $  -  $  -  $  3,500  $  (29)  $  3,500  $  (29)
                                                    
  

Subtotal Below Investment Grade

 $  - $  - $  9,500 $  (176) $  9,500 $  (176)  

Subtotal Below Investment Grade

  $  -  $  -  $  3,500  $  (29)  $  3,500  $  (29)
                                                    

Total

   $  320,000 $  3,000 $  10,500 $  (195) $  330,500 $  2,805    $  320,000  $  2,719  $  4,500  $  (31)  $  324,500  $  2,688
                                                    

(1)First-to-default credit swap baskets, which may include credits of varying qualities, are grouped above based on the lowest credit in the basket. However, such basket swaps may entail greater credit risk than the rating level of the lowest credit.

 

     December 31, 2008 

NAIC
Designation
(1)

     Single Name First To Default Basket Total   

Rating Agency

Equivalent

     December 31, 2009

Rating Agency Equivalent

       Notional           Fair Value           Notional           Fair Value           Notional           Fair Value        Single Name  First To Default Basket  Total

NAIC
Designation
(1)

      Notional             Fair Value             Notional             Fair Value             Notional             Fair Value    
        (in thousands)
  

Aaa, Aa, A

  $  295,000  $  2,868  $  1,000  $  (4)  $  296,000  $  2,864

2

  

Baa

    25,000    541    -    -    25,000    541
     (in thousands)                                 
  

Subtotal Investment Grade

  $  320,000  $  3,409  $  1,000  $  (4)  $  321,000  $  3,405

1

  

Aaa, Aa, A

 $  320,000 $  (9,155 $  1,000 $  (133 $  321,000 $  (9,288
                                

2

  

Baa

  -  -    9,500  (1,363  9,500  (1,363

3

  

Ba

  $  -  $  -  $  3,500  $  (49)  $  3,500  $  (49)
                                
  

Subtotal Below Investment Grade

  $  -  $  -  $  3,500  $  (49)  $  3,500  $  (49)
                                                       

Total

   $  320,000 $  (9,155 $  10,500 $  (1,496 $  330,500 $  (10,651    $  320,000  $  3,409  $  4,500  $  (53)  $  324,500  $  3,356
                                                       

(1)First-to-default credit swap baskets, which may include credits of varying qualities, are grouped above based on the lowest credit in the basket. However, such basket swaps may entail greater credit risk than the rating level of the lowest credit.

The following table sets forth the composition of the Company’s credit derivatives where it has written credit protection, excluding embedded derivatives contained in externally-managed investments in European markets, by industry category as of the dates indicated.

 

    September 30, 2009  December 31, 2008     March 31, 2010     December 31, 2009

Industry

        Notional            Fair Value            Notional            Fair Value             Notional             Fair Value             Notional             Fair Value    
    (in thousands)  (in thousands)

Corporate Securities:

                            

Manufacturing

 $   40,000 $   306 $   40,000 $   (1,179)  $  40,000  $  317  $  40,000  $  395

Services

   20,000   132   20,000   (10)    20,000    43    20,000    130

Energy

   20,000   253   20,000   (754)    20,000    248    20,000    290

Transportation

   30,000   240   30,000   (944)    30,000    206    30,000    270

Retail and Wholesale

   20,000   279   20,000   (351)    20,000    213    20,000    248

Other

   190,000   1,790   190,000   (5,917)    190,000    1,692    190,000    2,076

First to Default Baskets(1)

   10,500   (195)   10,500   (1,496)    4,500    (31)    4,500    (53)
                
                    

Total Credit Derivatives

 $   330,500 $   2,805 $   330,500 $   (10,651)  $  324,500  $  2,688  $  324,500  $  3,356
                                    

(1) Credit default baskets may include various industry categories.

The Company writes credit derivatives under which the Company is obligated to pay thea related party counterparty the referenced amount of the contract and receive in return the defaulted security or similar security. The Company’s maximum amount at risk under these credit derivatives, assuming the value of the underlying referenced securities become worthless, is $330.5$324.5 million notional of credit default swap (“CDS”) selling protection at September 30, 2009.March 31, 2010. These credit derivatives generally have maturities of five years or less.

32


Prudential Annuities Life Assurance Corporation

Notes to Financial Statements

8. DERIVATIVE INSTRUMENTS(continued)

The Company holds certain externally-managed investments in the European market which contain embedded derivatives whose fair value are primarily driven by changes in credit spreads. These investments are medium term notes that are collateralized by investment portfolios primarily consisting of investment grade European fixed income securities, including corporate bonds and asset-backed securities, and derivatives, as well as varying degrees of leverage. The notes have a stated coupon and provide a return based on the performance of the underlying portfolios and the level of leverage. The Company invests in these notes to earn a coupon through maturity, consistent with its investment purpose for other debt securities. The notes are accounted for under U.S. GAAP as available for sale fixed maturity securities with bifurcated embedded derivatives (total return swaps). Changes in the value of the

36


Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements

fixed maturity securities are reported in Stockholders’ Equity under the heading “Accumulated Other Comprehensive Income” and changes in the market value of the embedded total return swaps are included in current period earnings in “Realized investment gains (losses), net.” The Company’s maximum exposure to loss from these interestsinvestments was $6.5$7.5 million and $5.2$7.0 million at September 30, 2009March 31, 2010 and December 31, 2008,2009, respectively.

In addition to selling credit protection, the Company has purchased credit protection using credit derivatives in order to hedge specific credit exposures in the Company’s investment portfolio. As of September 30, 2009March 31, 2010 the Company had $35.0$33.8 million of outstanding notional amounts reported at fair value as an asset of $3.2$3.4 million.

Credit Risk

The Company is exposed to credit-related losses in the event of nonperformancenon-performance by counterparties to financial derivative transactions. Generally, the credit exposure of the Company’s over-the-counter (OTC) derivative transactions is represented by the contracts with a positive fair value (market value) at the reporting date after taking into consideration the existence of netting agreements.

The Company manages credit risk by entering into over-the-counter derivative contracts with an affiliate, Prudential Global Funding, LLC, see Note 5.

TheUnder fair value measurements, the Company utilizesincorporates the market’s perceptions of its own credit spread to reflectand the markets perception of itscounterparty’s non-performance risk whenin determining the fair value of the portion of its OTC derivative assets and liabilities. Thisliabilities that are uncollateralized. Credit spreads are applied to the derivative fair values on a net basis by counterparty. To reflect the Company’s own credit spread captures the non-performance risk ofa proxy based on relevant debt spreads is applied to OTC derivative net liability positions. Similarly, the Company’s counterparty’s credit spread is applied to OTC derivative related assets and liabilities.net asset positions.

33


Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

Prudential Annuities Life Assurance Corporation meets the conditions set forth in General Instruction H(1)(a) and (b) on Form 10-Q and is therefore filing this form with the reduced disclosure format.

This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) addresses the financial condition of Prudential Annuities Life Assurance Corporation (“PALAC” or the “Company”), formerly known as American Skandia Life Assurance Corporation, as of September 30, 2009March 31, 2010 compared with December 31, 20082009, and its results of operations for the three monthmonths ended March 31, 2010 and nine month periods ended September 30, 2009 and 2008.2009. You should read the following analysis of our financial condition and results of operations in conjunction with the audited Financial Statements, the “Risk Factors” section the MD&A and the audited Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, as well as the “Risk Factors” section included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2009, and the statements under “Forward Looking Statements”, and the Interim Financial Statements included elsewhere in this Quarterly Report on Form 10-Q.

General

The Company was established in 1988 and is a significant provider of variable annuity contracts for the individual market in the United States of America and its territories.States. The Company’s products are sold primarily to individuals to provide for long-term savings and retirement needs including variable annuity optional benefits designedand to address the riskeconomic impact of outliving one’spremature death, estate planning concerns and supplemental retirement assets.income. The investment performance of the registered investment companies supporting the variable annuity contracts, which is principally correlated to equity market performance, can significantly impact the market for the Company’s products.

Products

The Company offershas sold and, as discussed below, in certain limited instances continues to offer a wide array of annuities, including deferred and immediate variable annuities that are registered with the United States Securities and Exchange Commission (the “SEC”), which may include (1) fixed interest rate allocation options, subject to a market value adjustment, and registered with the SEC, and (2) fixed rate allocation options not subject to a market value adjustment and not registered with the SEC. In addition, the Company has a relatively small in force block of variable life insurance policies, but it no longer actively sells such policies.

In March 2010, with very limited exceptions, the Company has ceased offering its existing variable annuity products (and where offered, the companion market value adjustment option) to new investors upon the launch of a new product in each of Pruco Life Insurance Company and Pruco Life Insurance Company of New Jersey (which are affiliates of the Company within Prudential Financial Inc.’s (“Prudential Financial”) Prudential Annuities business unit). In general, the new product line offers the same optional living benefits and optional death benefits as offered by the Company’s existing variable annuities. However, subject to applicable contractual provisions, regulatory requirements and administrative rules, the Company will continue to accept purchase payments on inforce contracts under existing annuity products. These initiatives are being implemented to create operational and administrative efficiencies by offering a single product line of annuity products from a more limited group of legal entities. In addition, by limiting its variable annuity offerings to a single product line sold through one insurer (and its affiliate, for New York sales), Prudential Annuities expects to convey a more focused, cohesive image in the marketplace.

The Company offersCompany’s variable annuities that provide its customers with tax-deferred asset accumulation together with a base death benefit and a full suite of optional guaranteed death and living benefits. The optional benefit features contractually guarantee the contractholder a return of no less than (1) total deposits made to the contract less any partial withdrawals (“return of net deposits”), (2) total deposits made to the contract less any partial withdrawals plus a minimum return (“minimum return”), and/or (3) the highest contract value on a specified date minus any withdrawals (“contract value”)., including a highest daily contract value in certain of our latest optional living benefits. These guarantees may include benefits that are payable in the event of death, annuitization or at specified dates during the accumulation period and withdrawal and income benefits payable during specified periods. This highest daily guaranteed contract value offered with certain optional living benefits is generally accessible through periodic withdrawals for the life of the contractholder, and not as a lump-sum surrender value.

34


Our variable annuity investment options provide our customers with the opportunity to invest in proprietary and non-proprietary

37


mutual fund sub-accounts,funds, frequently under asset transfer programs,allocation portfolios, and fixed-rate options. The investments made by customers in the proprietary and non-proprietary mutual funds generally represent an interest in separate investment companiesaccount interests that provide a return linked to an underlying investment portfolio. The investments made in the fixed rate options backed by our general account are credited with interest at rates we determine, subject to certain minimums. We also offer fixed annuities that provide a guarantee of principal and interest credited at rates we determine, subject to certain contractual minimums. Certain investments made in the fixed-rate options of our variable annuities and certain fixed annuities impose a market value adjustment if the invested amount is not held to maturity. Based on the contractual terms the market value adjustment can be positive, resulting in an additional amount for the contractholder, or negative, resulting in a deduction from the contractholder’s account value or redemption proceeds.

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 equity market returns, interest rates, market volatility, timing of annuitization and withdrawals, contract surrenderslapses and contractholder mortality. The rate of return we realize from our variable annuity contracts will vary based on the extent of the differences between our actual experience and the assumptions used in the original pricing of these products. As part of our risk management strategy we hedge or limit our exposure to certain of these risks excluding those risks we have deemed suitable to retain,primarily through a combination of product design elements, such as an automatic rebalancing element, externally purchased hedging instruments and affiliated reinsurance arrangements. arrangements with Pruco Reinsurance, Ltd. (“Pruco Re”) and The Prudential Insurance Company of America (“Prudential Insurance”). Our returns can also vary by contract based on our risk management strategy, including the impact of affiliated reinsurance arrangements, and the impact on that portion of our variable annuity contracts that benefit from the automatic rebalancing element.

The automatic rebalancing element, included in the design of certain optional living benefits, offered with variable annuity products transfers assets between the variable investments selected by the annuity contractholder sub-accountsand, depending on the benefit feature, fixed income investments backed by our general account or a separate account bond portfolio. The transfers are based on a static mathematical formula which considers a number of factors, including the impact of investment performance ofon the sub-accounts. Negativecontractholders’ account value. In general, negative investment performance may resultresults in transfers to either a fixed-ratefixed income investments backed by our general account option or a separate account bond portfolio. In certain situations, assets may transfer back whenportfolio, and positive investment performance improves.results in transfers back to contractholder-selected investments. Overall, the automatic rebalancing element is designed to help limit our exposure, and the exposure of the contractholders’ account value, to equity market risk and market volatility. Beginning in 2009, our offerings of optional living benefit features associated with variable annuity products all include an automatic rebalancing element, and in 2009 we discontinued any new sales of optional living benefit features without an automatic rebalancing element. Other product design elements we utilize for certain products to manage these risks include asset allocation and minimum purchaseissuance age requirements.

Variable annuity account values with living benefit features were $32.9 As of March 31, 2010 approximately $30.9 billion and $23.6 billion as of September 30, 2009 and 2008, respectively. For risk management purposes, in addition to reinsurance of living benefit features to Pruco Reinsurance, Ltd. (“Pruco Re”) and The Prudential Insurance Company of America (“Prudential Insurance”), we segregate our variable annuity living benefit features into four broad product groupings, described in more detail below: (1) those where we utilize both an automatic rebalancing element and capital markets hedging in Pruco Re, (2) those where we utilize only an automatic rebalancing element, (3) those where we utilize only capital markets hedging in Pruco Re and Prudential Insurance and (4) those with risks we have deemed suitable to retain.

(1)

In addition to reinsurance to Pruco Re, we manage the equity market, interest rate and market volatility risks associated with our Highest Daily products by utilizing both an automatic rebalancing element and capital markets hedging. Our Highest Daily optional living benefits features guarantee, among other features, the ability to make withdrawals based on the highest daily contract value plus a minimum return credited for a period of time. This guaranteed value is accessible through withdrawals for the life of the contractholder (or joint lives, for the spousal version of the benefit,) and not as a lump-sum surrender value. For our Highest Daily products we utilize an automatic rebalancing element to help limit our exposure to equity market risk and market volatility. Asset allocation and minimum purchase age requirements are also included in the design of our Highest Daily products to limit our exposure to equity market risk and market volatility. In addition to these product design elements, we actively hedge in Pruco Re our Highest Daily products, primarily for changes in interest rates, and to a lesser extent for changes in equity markets and market volatility, through the use of interest rate derivatives and equity options. Contracts with living benefit features where we utilize both an automatic rebalancing element and capital markets hedging represented $16.2 billion or 49%, and $5.8 billion or 25% of our variable annuity account values with living benefit features as of September 30, 2009 and 2008, respectively.

(2)

In addition to reinsurance to Pruco Re, we manage the equity market, interest rate and market volatility risks associated with our guaranteed return option, or GRO and GRO Plus, features through an automatic rebalancing element, included in the product’s design. Our GRO and GRO Plus features include a guaranteed minimum accumulation benefit which provides the contractholder with a guaranteed return of initial account value (adjusted for purchase payments and withdrawals) or an enhanced value, if applicable. Contracts with living benefit features where we utilize only an automatic rebalancing element represented $8.0 billion or 24%, and $8.6 billion or 36% of our variable annuity account values with living benefit features as of September 30, 2009 and 2008, respectively. These amounts exclude products that contain the Highest Daily GRO rider, which is included in the previous paragraph related to our Highest Daily product guarantees.

(3)

We manage the risks associated with all other accumulation and withdrawal guarantees through reinsurance agreements with Pruco Re and Prudential Insurance. The Company has entered into reinsurance agreements to transfer the risk related to these guarantees to affiliates. In the affiliates, we manage the risks associated with all other accumulation and withdrawal guarantees through capital markets hedging. We actively hedge these guarantees for changes in equity markets, interest rates, and market volatility through the use of equity options and interest rate derivatives. Contracts with living benefit features where we utilize only capital markets hedging represented $8.1 billion or 25%, and $8.6 billion or 36% of our variable annuity account values with living benefit features as of September 30, 2009 and 2008, respectively. As a result of the volatility and disruption in the global financial markets, we have ceased sales of certain of these products.

(4)

We have deemed the risks associated with our guaranteed minimum income benefits suitable to retain. Our guaranteed minimum income benefits guarantee a minimum return on the contract value or an enhanced value, if applicable, to be used for purposes of determining annuity income payments. Contracts with living benefit features and only with risks we have deemed suitable to retain represented $0.5 billion or 2%, and $0.6 billion or 3% of our variable annuity account values with living benefit features as of September 30, 2009 and 2008, respectively.

During the second quarter of 2009, the Company started hedging a portion of the market exposure related to the overall capital position of our variable annuity business, as previously discussed in Note 8. Our guaranteed minimum death benefits guarantee a minimum return on the contract value or an enhanced value, if applicable, to be used for purposes of determining benefits payable in the event of death. All of the $32.9 billion and $23.6 billion78% of variable annuity account values with living benefit features as of September 30, 2009 and 2008, respectively, also contain guaranteed minimum death benefits, with $24.2 billion or 74% and $14.4 billion or 61% benefiting fromincluded an automatic rebalancing element in the product design, compared to $27.6 billion or 76% as discussed above. An additional $11.5of December 31, 2009. As of March 31, 2010 approximately $8.8 billion and $13.8 billionor 22% of variable annuity account values with living benefit features did not include an automatic rebalancing element in the product design, compared to $8.7 billion or 24% as of September 30, 2009December 31, 2009.

As mentioned above, in addition to our automatic rebalancing element, we also manage certain risks associated with our variable annuity products through hedging programs and 2008, respectively, contain guaranteed minimum deathaffiliated reinsurance arrangements. In the reinsurance affiliate, we manage the risks associated with our optional living benefits but nothrough purchases of equity options and futures as well as interest rate derivatives, which hedge certain optional living benefit features.features accounted for as embedded derivatives against changes in equity markets, interest rates, and market volatility. In the second quarter of 2009, we began the expansion of our hedging program to include a portion of the market exposure related to our overall capital position, including the impact of certain statutory reserve exposures. These capital hedges primarily consist of equity-based total return swaps, as well as interest rate derivatives, that are designed to partially offset changes in our capital position resulting from market driven changes in certain living and death benefit features of our variable annuity products. We assess the composition of the hedging program on an ongoing basis.

38


Marketing and Distribution

The Company sellshas sold and, as discussed above, in certain limited instances continues to sell its annuity products through multiple distribution channels, including (1) independent broker-dealer firms and financial planners; (2) broker-dealers that are members of the New York Stock Exchange, including “wirehouse” and regional broker-dealer firms; and (3) broker-dealers affiliated with banks or that specialize in marketing to customers of banks. Although the Company is activehas sold in each of those distribution channels, the majority of the Company’s sales have come from the independent broker-dealer firms and financial planners. The Company has selling agreements with approximately nineover eight hundred broker-dealer firms and financial institutions. On June 1, 2006, Prudential Insurance, an affiliate of the Company, acquired the variable annuity business of The Allstate Corporation (“Allstate”), which included access to the Allstate affiliated broker-dealer. The Company began distributing variable annuities through the Allstate affiliated broker-dealer registered representatives in the third quarter of 2006.

Although many of the Company’s competitors have acquired or are seeking to acquire their distribution channels as a means of securing sales, the Company typically does not follow that model. Instead, the Company believes that its success is dependent on its ability to enhance its relationships with both the selling firms and their registered representatives. In cooperation with its affiliated broker-dealer, Prudential Annuities Distributors Incorporated, (“PAD”), formerly known as American Skandia Marketing, Incorporated, the Company uses wholesalers to provide support to its distribution channels.

The Company’s Changes in Financial Position and Results of Operations are described below.

Significant Accounting Policies

For information on the Company’s significant accounting policies, see Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” ofin the Company’s Annual Report on Form 10-K for the year ended December 31, 2008.2009.

35


Changes in Financial Position

September 30,2010 versus 2009 versus December 31, 2008

Total assets increased by $8.8$3.6 billion, from $39.6$51.9 billion at December 31, 20082009 to $48.4$55.5 billion at September 30, 2009.March 31, 2010. Separate account assets increased by $13.0$3.9 billion, primarily driven by positive net flows, market appreciation during the current year, positive net flows, and transfers out of thebalances from fixed income investments backed by our general account fixed rate optionto the separate accounts as a result of the automatic rebalancing element in certain of our optional living benefit features.features, as discussed above. Additionally, deferred policy acquisition costs (“DAC”) increased by $84.3 million due to sales driving higher capitalized costs. Partially offsetting the above increase was a decrease in reinsurance recoverablesshort term investments of $1.6$263.0 million driven by lower general account balances due to the aforementioned automatic rebalancing element and $230.4 million of lower income tax receivable.

During the period, total liabilities increased by $3.5 billion, from $2.1$50.1 billion at December 31, 20082009 to $0.5$53.6 billion at September 30, 2009March 31, 2010. Separate account liabilities increased by $3.9 billion offsetting the increase in separate accounts assets above. Partially offsetting the above increases was a decrease in policyholders’ account balances of $368.3 million driven by transfers of customer account values to the separate account variable investment options from the fixed income investments backed by our general account due to the automatic rebalancing element in certain of our optional living benefit riders. Additionally, future policy benefits and other policyholder liabilities decreased by $169.4 million driven by a decrease in the reinsured liability for living benefit embedded derivatives resulting from a decrease in the underlying base reserve primarily due to an increase in LIBOR which is used to discount liabilities.and improving equity markets conditions. Also contributing to the decrease were updates ofto the inputs used in the valuation of the embedded derivatives underderivatives.

Results of Operations

2010 versus 2009

Net Income

Net income increased $414.9 million from a loss $382.9 million for the authoritative guidancethree months ended March 31, 2009 to income of $32.0 million for fair value measurementsthe three months ended March 31, 2010. This is driven by a $672.1 million increase in income from operations before income taxes, as discussed below, partially offset by a $257.2 million increase in income tax expense.

Income from operations for the three months ended March 31, 2010 included a $563.5 million favorable variance in the amortization of deferred policy acquisition and disclosures. Under this guidance we are requiredother costs from the impact of updates to incorporate our own risk of non-performancethe inputs used in the valuation of the reinsured liability for living benefit embedded derivatives associated with our living benefit features. Inand its impact on actual gross profits. Beginning in the first quarter of 2009, in light of developments in 2009, including rating agency downgrades to the claims-payingfinancial strength ratings of the Company, beginning in the first quarter of 2009, we incorporated an additional spread over LIBOR into the discount rate used in the valuation of the embedded derivative liabilities to reflect an increase in ourthe market perceived risk of our non-performance, risk, thereby reducing the value of the embedded derivative liabilities. Additionally, fixed maturities decreased by $2.6 billion driven by lower general account balances due to the automatic rebalancing element in certain of our living benefit features.

During the period, total liabilities increased by $8.7 billion, from $37.9 billion at December 31, 2008 to $46.6 billion at September 30, 2009. Separate account liabilities increased by $13.0 billion driven by positive net flows, market appreciation during the current year and transfers out of the general account fixed rate option as a result of the automatic rebalancing element. Partially offsetting the above increase was a decrease in future policy benefits and other policyholder liabilities of $1.7 billion from $2.5 billion at December 31, 2008 to $0.8 billion at September 30, 2009 driven by aThe decrease in the liability for living benefit embedded derivatives resulting from a decrease in the underlying base reserve due to an increase in LIBOR and equity level. Also contributing to the decrease were updates of inputs used in the valuation of the embedded derivatives under the authoritative guidance for fair value measurements and disclosures, as previously discussed. Additionally, policyholders’ account balances decreased by $2.7 billion driven by transfers of customer account values to the separate account variable investment options from the general account fixed rate investment options due to the automatic rebalancing element in certain of our living benefit riders.

Results of Operations

2009 to 2008 Three Month Comparison

Net Income

Net income increased $182.9 million from a loss of $103.7 million for the three months ended September 30, 2008 to income of $79.2 million for the three months ended September 30, 2009. This is driven by a $217.4 million increase in income from operations before income taxes, as discussed below, partially offset by a $34.5 million increase in income tax expense driven by higher pre-tax income in the three months ended September 30, 2009.

39


Income from operations for the three months ended September 30, 2009 included $62.5 million of benefits related to adjustments to the reserves for the guaranteed minimum death and income benefit features of our variable annuity products and to our estimate of total gross profits used as a basis for amortizing deferred policy acquisition and other costs, compared to $235.3 million of charges included in the third quarter of 2008, resulting in a $297.8 million favorable variance, as shown in the following table:

   Three Months Ended September 30, 2009  Three Months Ended September 30, 2008
   Amortization
of DAC and
Other Costs (1)
  Reserves for
GMDB /
GMIB (2)
  Total  Amortization
of DAC and
Other Costs
(1)
  Reserves for
GMDB /
GMIB (2)
  Total
   (in thousands)

Quarterly market performance adjustment (3)

    $43,797    $41,356    $85,153        $(72,781)        $(55,008   $    (127,789)

Annual review / assumption updates

   (19,008)   14,493   (4,515)   (1,293)   (79,857  (81,150)

Quarterly adjustment for current period experience

   (28,284)   9,687   (18,597)   (22,172)   (4,168  (26,340)
                        

Total

    $(3,495)    $65,536    $62,041        $(96,246)    $(139,033   $(235,279)
                        

(1)

Amounts reflect (charges) or benefits for (increases) or decreases, respectively, in the amortization of deferred policy acquisition, or DAC, and other costs.

(2)

Amounts reflect (charges) or benefits for reserve (increases) or decreases, respectively, related to the guaranteed minimum death and income benefit, or GMDB / GMIB, features of our variable annuity products.

(3)

As discussed below, market performance related adjustments were recognized quarterly beginning in the fourth quarter of 2008. Amounts for the third quarter of 2008 were recognized as part of our annual reviews.

These adjustments primarily reflect the market conditions that existed in the respective periods, and the impact of those market conditions on contractholder behavior, and are discussed individually in more detail below. Partially offsetting the net benefit from these adjustments was $56.1 million of mark-to-market losses related to derivative positions associated with our capital hedging program. In the second quarter of 2009, we began a hedging program to include a portion of the market exposure related to the overall capital position of our variable annuity business. These capital hedges are designed to partially offset changes in our capital position resulting from market driven changes in the living and death benefit features of our variable annuity products. In the third quarter of 2009, favorable market conditions resulted in an overall improvement in our capital position, which was partially offset by the mark-to-market losses on the capital hedges.

The $85.2 million of benefits in the third quarter of 2009 relating to the quarterly market performance adjustments shown in the table above are attributable to changes to our estimate of total gross profits to reflect actual fund performance in the third quarter of 2009. The actual rate of return on variable annuity account values for the third quarter of 2009 was 9.3% compared to our previously expected rate of return of 2.4%. The $127.8 million charge in the third quarter of 2008 reflects the impact on gross profits of market value decreases in the underlying assets associated with our variable annuity products in 2008, and was recognized as part of our annual reviews. Beginning in the fourth quarter of 2008 we determined that adjustments to our estimate of total gross profits to reflect actual fund performance and any corresponding changes to the future rate of return assumptions should no longer be dependent on a comparison to a statistically generated range of estimated gross profits. Instead, for purposes of evaluating deferred policy acquisition and other costs and the reserves for the guaranteed minimum death and income benefit features of our variable annuity products, total estimated gross profits are updated for these items each quarter. The better than expected market return in the third quarter of 2009 increased our estimates of total gross profits by establishing a new, higher starting point for the variable annuity account values used in estimating gross profits for future periods. The previously expected rate of return for the third quarter of 2009 was based upon, for most products, our then current maximum future rate of return assumption under the reversion to the mean approach, as discussed below. The increase in our estimate of total gross profits results in a lower required rate of amortization and reserve provisions, which is applied to all prior periods’ gross profits. The resulting cumulative adjustment to prior amortization and reserve provisions is recognized in the current period. In addition, the lower rate of amortization and reserve provisions will also be applied to future gross profits in calculating amortization in future periods which, all else being equal, will result in lower amortization, lower reserve provisions and higher net profits in future periods.

As shown in the table above, results for both periods include the impact of the annual reviews of the reserve for the guaranteed minimum death and income benefit features of our variable annuity products and our estimate of total gross profits used as a basis for amortizing deferred policy acquisition and other costs. The third quarter of 2009 included $5 million of charges from these annual reviews, primarily related to reductions in the future rate of return assumptions applied to the underlying assets associated with our variable annuity products. These reductions were primarily driven by updates to the asset allocation assumptions for these underlying assets to reflect a higher percentage of lower-yielding fixed income investments versus higher-yielding equity investments, based on our actual experience. This adjustment impacted both our long-term future rate of return assumption and our near-term maximum future rate of return under the reversion to the mean approach, as discussed below. Partially offsetting the impact of the updated future rate of return assumptions were benefits related to the impact of lower mortality and higher investment spread assumptions. Pre-tax income for the third quarter of 2008 included $81.1 million of charges from these annual reviews, primarily reflecting increased cost of expected income and death benefit claims due to lower expected lapse rates for policies where the current policyholder account value is below the guaranteed minimum death benefit.

40


As mentioned above, we derive our near-term future rate of return assumptions using a reversion to the mean approach, a common industry practice. Under this approach, we consider actual returns over a period of time and initially adjust future projected returns over a four year period so that the assets grow at the long-term expected rate of return for the entire period. However, beginning in the fourth quarter of 2008 and continuing through the third quarter of 2009, the projected future annual rate of return calculated using the reversion to the mean approach for most contract groups was greater than our maximum future rate of return assumption across all asset types for this business. In those cases, we utilize the maximum future rate of return over the four year period, thereby limiting the impact of the reversion to the mean on our estimate of total gross profits. As previously discussed, the near-term maximum future rate of return under the reversion to the mean approach was reduced in the third quarter of 2009 from 10.5% to 9.5% as part of our annual reviews. Included in this revised blended rate are assumptions for returns on various asset classes, including a 13% annual return on equity investments. Further or continued market volatility could result in additional market value changes within our separate account assets and corresponding changes to our gross profits, as well as additional adjustments to the amortization of deferred policy acquisition and other costs, and the costs relating to the reserves for the guaranteed minimum death and income benefit features of our variable annuity products. Given that the estimates of future gross profits are based upon our maximum future rate of return assumption for most contract groups, all else being equal, future quarterly rates of return higher or lower than 2.4% will result in decreases or increases in the amortization of deferred policy acquisition and other costs, and the costs relating to the reserves for the guaranteed minimum death and income benefit features of our variable annuity products.

The quarterly adjustments for current period experience shown in the table above reflect the cumulative impact of differences between actual gross profits for the period and the previously estimated expected gross profits for the period, as well as an update for current and future expected claims costs associated with the guaranteed minimum death and income benefit features of our variable annuity products. To the extent each period’s actual experience differs from the previous estimate for that period, the assumed level of total gross profits may change, and a cumulative adjustment to previous periods’ amortization, referred to as an adjustment for current period experience, may be required in the current period. This adjustment to previous periods’ amortization is in addition to the direct impact of actual gross profits on current period amortization and the market performance related adjustment to our estimates of gross profits for future periods. The adjustments for deferred policy acquisition and other costs in the third quarter of both 2009 and 2008 reflect an increase in amortization due to less favorable than expected gross profits, resulting primarily from the charges related to the mark-to-market of embedded derivatives and related hedge positions associated with our living benefit features. In calculating gross profits, we consider mortality, persistency, and other elements as well as rates of return on investments associated with these contracts and include profits and losses related to these contracts that are reported in affiliated legal entities other than the Company as a result of, for example, reinsurance agreements with those affiliated entities. The adjustment for the reserves for the guaranteed minimum death and income benefit features of our variable annuity products in the third quarter of 2009 primarily reflects higher than expected fee income as well as lower than expected actual contract guarantee claims costs in the third quarter of 2009. The adjustment for the reserves for the guaranteed minimum death and income benefit features of our variable annuity products in the third quarter of 2008 reflected lower than expected fee income and higher actual contract guarantee claims costs, primarily driven by financial market conditions.

Absent the impact of the quarterly adjustments, assumption updates, and the capital hedge program, as previously discussed, income from operations before income taxes for the three months ended September 30, 2009 decreased $23.8 million from the three months ended September 30, 2008, primarily relating to a decrease in policy charges and fee income and asset administration fees and other income of $79.9 million driven by the change in realized market value adjustments related to the Company’s market value adjusted investment option (the “MVA option”) resulting from changes in the interest rate environment. Also contributing to the decrease was higher net commission expenses of $19.0 million driven by higher implied trail commission expense resulting from higher sales. Additionally, interest credited to policyholder account balances increased $12.2 million driven by higher average annuity account values invested in our general account, resulting from transfers relating to an automatic rebalancing element in some of our living benefit features. Lastly, reserves related to the guaranteed minimum death and income benefit features of our variable annuity products increased by $10.0 million primarily driven by higher actual and expected contract guarantee claims. Partially offsetting the unfavorable variances in pre-tax income was higher net investment income of $34.3 million due to the aforementioned transfers from the separate account variable investment options into the general account fixed rate investment options. Also offsetting the above decreases to pretax income was an increase in realized investment gains of $58.7 million driven by gains on our general account and MVA portfolio.

Revenues

Revenues decreased $45.6 million, from $271.5 million for the three months ended September 30, 2008 to $225.9 million for the three months ended September 30, 2009.

Policy charges and fee income decreased $80.6 million, from $160.8 million for the three months ended September 30, 2008 to $80.2 million for the three months ended September 30, 2009 driven by the change in realized market value adjustments related to the Company’s MVA option resulting from changes in the interest rate environment.

Net investment income increased $34.3 million from $82.2 million for the three months ended September 30, 2008 to $116.5 million for the three months ended September 30, 2009 as a result of higher general account assets as these assets moved from separate account variable investment options into the general account fixed rate investment options due to the automatic rebalancing element, as previously discussed.

Realized investment losses, net, decreased by $2.7 million from $30.0 million for the three months ended September 30, 2008 to $27.3 million for the three months ended September 30, 2009 driven by investment gains on our general account and MVA portfolio. This was partially offset by $56.1 million of mark-to-market losses related to derivative positions associated with our capital hedging program, as previously discussed.

41


Benefits and Expenses

Benefits and expenses decreased $263.0 million, from $414.6 million for the three months ended September 30, 2008 to $151.6 million for the three months ended September 30, 2009. Included within this decrease is $297.3 million related to the quarterly adjustments and annual reviews to the reserves for the guaranteed minimum death and income benefit features of our variable annuity products and to our estimate of total gross profits used as a basis for amortizing deferred policy acquisition and other costs, as previously discussed. Absent the impact related to quarterly adjustments and assumption updates, benefits and expenses for the three months ended September 30, 2009 increased $34.3 million from the three months ended September 30, 2008.

Policyholders’ benefits decreased $197.2 million, from $157.3 million for the three months ended September 30, 2008 to a benefit of $39.9 million for the three months ended September 30, 2009, primarily driven by the impact of the adjustments to the reserves for the guaranteed minimum death and income benefit features of our variable annuity products.

Interest credited to policyholders’ account balances decreased $6.4 million, from $78.6 million for the three months ended September 30, 2008 to $72.2 million for the three months ended September 30, 2009, primarily driven by the impact of the adjustments to our estimate of total gross profits used as a basis for amortizing deferred sales inducements (“DSI”), as previously discussed. Partially offsetting the above decrease was an increase in interest credited to policyholders’ account balances primarily reflecting higher average annuity account values invested in our general account resulting from transfers relating to an automatic rebalancing element in some of our living benefit features.

Amortization of deferred policy acquisition costs decreased by $61.6 million, from $81.2 million for the three months ended September 30, 2008 to $19.6 million for the three months ended September 30, 2009 primarily due to the impact of the adjustments to our estimate of total gross profits used as a basis for amortizing DAC, as previously discussed.

General, administrative and other expenses increased by $2.2 million, from $97.5 million for the three months ended September 30, 2008 to $99.7 million for the three months ended September 30, 2009, primarily due to higher implied trail commission expenses driven by higher sales partially offset by lower interest expense driven by the repayment of debt. Also offsetting the above increase was the impact of the adjustments to our estimate of total gross profits used as a basis for amortizing value of business acquired.

2009 to 2008 Nine Month Comparison

Net Income

Net income decreased $62.4 million from $7.6 million for the nine months ended September 30, 2008 to a loss of $54.8 million for the nine months ended September 30, 2009. This is driven by a $128.2 million decrease in income from operations before income taxes, as discussed below, partially offset by a $65.8 million increase in income tax benefit driven by the decline in pretax income in the nine months ended September 30, 2009.

Loss from operations for the nine months ended September 30, 2009 included a $246.0 million unfavorable variance in the amortization of deferred policy acquisition and other costs driven by a decrease in the reinsured liability for living benefit embedded derivatives and its impact on actual gross profits resulting from the impact of the change inperceived non-performance risk in the valuation of embedded derivatives under the authoritative guidance for fair value measurements and disclosures. Under this guidance we are required to incorporate our own risk of non-performance in the valuation of the embedded derivatives associated with our living benefit features. In light of developments in 2009, including rating agency downgrades to the claims-paying ratings of the Company, beginning in the first quarter of 2010 compared to the first quarter of 2009 we incorporated an additional spread over LIBOR into the discount rate usedis due to a decrease in the valuationfair value of the embedded derivative liabilities to reflectreflecting a decrease in future expected benefit payments, resulting from an increase in ourpolicyholder account balances due to equity market perceived non-performance risk, thereby reducingappreciation, and a decrease in the value of the embedded derivative liabilities.additional spread over LIBOR, reflecting general credit spread tightening. We amortize deferred policy acquisition and other costs over the expected lives of the contracts based on the level and timing of gross profits on the underlying product. In calculating gross profits, we consider mortality, persistency, and other elements as well as rates of return on investments associated with these contracts and include profits and losses related to these contracts that are reported in affiliated legal entities other than the Company as a result of, for example, reinsurance agreements with those affiliated entities.

 

4236


LossIncome from operations for the ninethree months ended September 30, 2009March 31, 2010 also included $127.3a $34.1 million of benefits related to adjustments to the reserves for the guaranteed minimum death and income benefit features of our variable annuity products and to our estimate of total gross profits used as a basis for amortizing deferred policy acquisition and other costs, compared to $251.2$73.7 million of charges included in the first ninethree months of 2008,ended March 31, 2009, resulting in a $378.6$107.8 million favorable variance, as shown in the following table:table below. This variance primarily reflects the market conditions that existed in the respective periods and are discussed individually in more detail below.

 

  Nine Months Ended September 30, 2009  Nine Months Ended September 30, 2008   Three Months Ended March 31, 2010 Three Months Ended March 31, 2009
    Amortization  
of DAC and
Other Costs

(1)
 Reserves for
GMDB /
GMIB (2)
  Total  Amortization
of DAC and
Other Costs
(1)
  Reserves for
GMDB /
GMIB (2)
  Total       Amortization    
of DAC and
Other Costs

(1)
     Reserves for    
GMDB /

GMIB (2)
     Total         Amortization    
of DAC and
Other Costs

(1)
     Reserves for    
GMDB /

GMIB (2)
     Total    
  (in thousands) 

Quarterly market performance adjustment (3)

      $      61,063       $    58,080      $  119,143      $(72,781)      $(55,008)    $(127,789

Annual review / assumption updates

   (19,008  14,493   (4,515)   (1,293)   (79,857)   (81,150)  

Quarterly market performance adjustment

  $6,839   $5,531   $12,370   $(32,541)   $(40,031)   $(72,572)  

Quarterly adjustment for current period experience

   7,246    5,511   12,757   (36,215)   (6,057)   (42,272)     4,160    17,595    21,755    16,218    (17,341)    (1,123)  
                   
             

Total

      $      49,301       $    78,084      $  127,385     $    (110,289)     $    (140,922)      $  (251,211  $10,999   $23,126   $34,125   $(16,323)   $(57,372)   $(73,695)  
                                

 

(1)

Amounts reflect (charges) or benefits for (increases) or decreases, respectively, in the amortization of deferred policy acquisition, or DAC, and other costs.

 

(2)

Amounts reflect (charges) or benefits for reserve (increases) or decreases, respectively, related to the guaranteed minimum death and income benefit, or GMDB / GMIB, features of our variable annuity products.

(3)

As discussed below, market performance related adjustments were recognized quarterly beginning in the fourth quarter of 2008. Amounts for the third quarter of 2008 were recognized as part of our annual reviews.

These adjustments primarily reflectAlso included within the impactincrease in income from operations before income taxes was an increase in policy charges and fee income and asset administration fees and other income of market conditions that existed$111.6 million driven by higher average variable annuity asset balances invested in separate accounts which includes a $25.0 million benefit in the respective periodsthree months ended March 31, 2010 from refinements based on review and settlement of unaffiliated reinsurance contracts. The increase in average separate account asset balances was due to net market appreciation, positive net flows, and the impacttransfer of thosebalances from fixed income investments backed by our general account relating to an automatic rebalancing element in some of our optional living benefit features, which, as part of the overall product design, transferred approximately $3.7 billion out of the fixed income investments backed by our general account to the separate accounts from April 1, 2009 through March 31, 2010 due to market conditions on contractholder behavior, and are discussed individually in more detail below.improvements. Partially offsetting the favorable variances in pre-tax net benefitincome was higher amortization of deferred policy acquisition and other costs of $46.5 million due to higher levels of actual gross profits primarily from these adjustments was $57.2higher fee income, an increase of $21.4 million in commission expense, net of capitalization, driven by higher asset based commission from higher average variable annuity asset balances invested in separate accounts and higher variable annuity sales, a decrease in net investment income less interest credited of $16.7 million due to lower average annuity account values in investments backed by our general account resulting from the aforementioned transfers and an increase in general administrative and other expenses of $13.3 million driven by primarily by increased borrowings. Also serving as a partial offset to the increase in income from operations were $13.0 million of mark-to-market losses related to derivative positions associated with our capital hedging program. In the second quarter of 2009, we began athe expansion of our hedging program to include a portion of the market exposure related to the overall capital position of our variable annuity business, including the impact of certain statutory reserve exposures. These capital hedges primarily consist of equity-based total return swaps, as well as interest rate derivatives, which are designed to partially offset changes in our capital position resulting from market driven changes in thecertain living and death benefit features of our variable annuity products. In the third quarter of 2009, favorable market conditions resulted in an overall improvement in our capital position, which was partially offset by the mark-to-market losses on the capital hedges.

The $119.1$12.4 million of benefits in the first ninethree months of 2009ended March 31, 2010 relating to the quarterly market performance adjustments shown in the table above are attributable to updateschanges to our estimate of total gross profits to reflect actual fund performance. The actual rate of return on annuity account values for the three months ended March 31, 2010 was 2.5% compared to our expected rate of return of 1.8%. The better than expected actual fund performance in the first nine months of 2009, reflecting improved market conditions during the period. Market value appreciation in the first nine months of 2009returns increased our estimates of total gross profits and decreased our estimate of future expected claims costs associated with the guaranteed minimum death and income benefit features of our variable annuity products, by establishing a new, higher starting point for the variable annuity account values used in estimating gross profitsthose items for future periods. The expected rates of return for the three months ended March 31, 2010, for some contract groups was based upon our maximum future rate of return assumption under the reversion to the mean approach, as discussed below. The increase in our estimate of total gross profits and decrease in our estimate of future expected claims costs results in a lower required rate of amortization and lower required reserve provisions, which isare applied to all prior periods’ gross profits.periods. The resulting cumulative adjustment to prior amortization and reserve provisions isare recognized in the current period. In addition, the lower rate of amortization and reserve provisions will also be applied in calculating amortization and the provision for reserves in future periods.

The $127.8$72.6 million charge in the first ninethree months of 2008ended March 31, 2009 is attributable to a similar but opposite impact on gross profits of market value decreases in the underlying assets associated with our variable annuity products, reflecting financial market conditions during the period. ResultsThe actual rate of return on variable annuity account values for the three months ended March 31, 2009 was (3.3)% compared to our expected rate of return of 2.5%.

As mentioned above, we derive our near-term future rate of return assumptions using a reversion to the mean approach, a common industry practice. Under this approach, we consider actual returns over a period of time and initially adjust future projected returns over a four year period so that the assets grow at the long-term expected rate of return for the entire period. The future projected return across all contract groups is 7.2% per annum as of March 31, 2010. Beginning in the fourth quarter of 2008 and continuing through the first quarter of 2010, the projected future annual rate of return calculated using the reversion to the mean approach for some contract groups was greater than our maximum future rate of return assumption across all asset types for this business. In those cases, we utilize the maximum future rate of return over the four year period, thereby limiting the impact of the reversion to

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the mean on our estimate of total gross profits. The near-term blended maximum future rate of return under the reversion to the mean approach is 9.5% for the first nine monthsquarter of 20092010. Included in the blended maximum future rate are assumptions for returns on various asset classes, including a 13% annual maximum rate of return on equity investments. Further or continued market volatility could result in additional market value changes within our separate account assets and 2008 also included charges of $4.5 million and $81.2 million, respectively, relatedcorresponding changes to our gross profits, as well as additional adjustments to the annual reviews previously discussed.amortization of deferred policy acquisition and other costs, and the costs relating to the reserves for the guaranteed minimum death and income benefit features of our variable annuity products. Given that the estimates of future gross profits are based upon our maximum future rate of return assumption for some contract groups, all else being equal, future rates of return higher than the above mentioned future projected four year return of 7.2%, but less than the maximum future rate of return of 9.5%, may still result in increases in the amortization of deferred policy acquisition and other costs, and the costs relating to the reserves for the guaranteed minimum death and income benefit features of our variable annuity products.

The quarterly adjustments for current period experience shown in the table above reflect the cumulative impact of differences between actual gross profits for the period and the previously estimated expected gross profits for the period, as well as an update for current and future expected claims costs associated with the guaranteed minimum death and income benefit features of our variable annuity products. To the extent each period’s actual experience differs from the previous estimate for that period, the assumed level of total gross profits may change, and a cumulative adjustment to previous periods’ amortization, also referred to as an experience true-up adjustment, may be required in the current period. This adjustment to previous periods’ amortization is in addition to the direct impact of actual gross profits on current period amortization and the market performance related adjustment to our estimates of gross profits for future periods. The experience true-up adjustments for deferred policy acquisition and other costs in the first ninethree months of 2009ended March 31, 2010 reflect a reduction in amortization due to better than expected gross profits, resulting primarily from the favorable variancenet benefit in the mark-to-market of embedded derivatives and related hedge positions associated with our living benefit features and better than expected lapse experience.features. The experience true-up adjustment for the reserves for the guaranteed minimum death and income benefit features of our variable annuity products in the first ninethree months of 2009ended March 31, 2010 primarily reflects higher than expected fee incomea reserve release for a large group of inforce contracts where the death benefit guarantee expired in the current quarter. The experience true-up adjustments for deferred policy acquisition and other costs in the three months ended March 31, 2009 reflects a reduction in amortization due to market increases, partially offset by higher than expected actual contract guarantee claims costs due to lower than expected lapses. Less favorablebetter than expected gross profits, inresulting primarily from the first nine months of 2008 were primarily due to lower than expected fee income, the unfavorable variancenet benefit in the mark-to-market of embedded derivatives and related hedge positions associated with our living benefit features and higher actual contract guarantee claims costs in the first nine months of 2008, primarily drivenoffset by unfavorable financial market conditions.

Absent the effect of the change in non-performance risk in the valuation of embedded derivatives under the authoritative guidance for fair value measurements and disclosures, quarterly adjustments, assumption updates, and the capital hedge program, as previously discussed, income from operation before income taxeslower than expected fee income. The experience true-up adjustment for the nine months ended September 30, 2009 decreased $203.9 million from the nine months ended September 30, 2008, primarily relating to a decrease in policy charges and fee income and asset administration fees and other income of $288.9 million due to the change in realized market value adjustments related to the Company’s MVA option driven by changes in the interest rate environment. Additionally, policy charges and fee income and asset administration fees and other income decreased driven by lower average variable annuity asset balances invested in separate accounts. The declines in separate account assets were due to market depreciation and transfers of balances to a fixed general account option. The transfer of balances to our general account relates to an automatic rebalancing element in some of our living benefit features, which, as part of the overall product design, transferred investments out of the separate accounts and into our general account due to equity market declines. Also contributing to the decrease was higher amortization of deferred policy acquisition and other costs of $148.6 million due to higher levels of actual gross profits from embedded derivative breakage. Additionally, interest credited to policyholder account balances increased $102.2 million due to the aforementioned general account transfers. Lastly,

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reserves related tofor the guaranteed minimum death and income benefit features of our variable annuity products increased by $28.7 millionin the three months ended March 31, 2009 primarily driven byreflects lower than expected fee income and lower than expected lapses, as well as higher actual and expected contract guarantee claim. Partially offsetting the unfavorable variances in pre-tax net income was higher realized investment gains of $158.9 million driven by increased gains on our MVA portfolio. In addition, net investment income increased by $209.3 million due to transfers from the separate account variable investment options into the general account fixed rate investment options.claims costs.

Revenues

Revenues increased $14.7$48.8 million, from $790.4$303.5 million for the ninethree months ended September 30, 2008March 31, 2009 to $805.1$352.3 million for the ninethree months ended September 30, 2009.March 31, 2010. Premiums decreased $7.4increased $4.3 million, from $18.1$3.1 million for the ninethree months September 30, 2008March 31, 2009 to $10.7$7.4 million for the ninethree months September 30, 2009,March 31, 2010, reflecting a decreasean increase in funds from customers electing to enter into the payout phase of their annuity contracts.

Policy charges and fee income decreased $255.4increased $78.0 million, from $518.3$106.2 million for the ninethree months ended September 30, 2008March 31, 2009 to $262.9$184.2 million for the ninethree months ended September 30, 2009March 31, 2010 driven by a decrease of $151.8 million due to the change in realized market value adjustments related to the Company’s MVA option driven by changes in the interest rate environment. Additionally, policy charges and fee income decreased from lowerhigher mortality and expense (“M&E”) fees of $96.8$75.8 million and a decreasean increase in optional benefit charges on our living and death benefit features of $17.4$5.7 million, primarily driven by lowerhigher average variable annuity asset balances invested in separate accountsaccounts. The increase in average separate account asset balances was due to net market depreciation over the twelve months ending September 30, 2009appreciation, positive net flows, and the transfer of balances tofrom the fixed income investments backed by our general account to the separate accounts relating to an automatic rebalancing element in some of our optional living benefit features, as previously discussed.discussed above. The decreaseincrease in optional benefit charges was primarily offset in realized investment gains, net becauseas these features are reinsured with affiliates.

Net investment Policy charges and fee income increased $209.3also included a $19 million benefit related to an unaffiliated reinsurance payable recorded in prior period and $7.3 million related to the recapture of certain unaffiliated reinsurance agreements. Partially offsetting the above increases was a decrease of $37.4 million from $184.1 million formarket value adjustments related to the nine months ended September 30, 2008Company’s market value adjusted investment option (the “MVA option”) driven by market conditions and transfer of assets back to $393.4 million for the nine months ended September 30, 2009 as a result of higher general account assets as assets moved from separate account variable investment options into the general account fixed rate investment options due to the automatic rebalancing element,element.

Net investment income decreased $47.6 million from $146.2 million for the three months ended March 31, 2009 to $98.6 million for the three months ended March 31, 2010 as a result of lower average annuity account values in investments backed by our general account, as previously discussed.

Realized investment gains, net, increaseddecreased by $101.7$19.4 million from lossesgains of $94.8$12.5 million for the ninethree months ended September 30, 2008March 31, 2009 to gainslosses of $6.9 million for the ninethree months ended September 30, 2009.March 31, 2010. This increasedecrease was driven by increased investment gains on our MVA portfolio of $147.3 million. This was partially offset by $57.2$13.0 million of mark-to-market losses related to derivative positions associated with our capital hedging program, as previously discussed. Additionally, realized investment gains decreased driven by decreased gains on our MVA and general account portfolios of $4.2 million and a decrease in embedded derivative breakage of $2.0 million driven by impact of the non-performance risk in the valuation of embedded derivatives. This represents the embedded derivative breakage on non-reinsured living benefit liabilities

Asset administration feesBenefits and other incomeExpenses

Benefits and expenses decreased $33.5$623.3 million, from $164.8$948.2 million for the ninethree months ended September 30, 2008March 31, 2009 to $131.3$324.9 million for the ninethree months ended September 30,March 31, 2010.

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Policyholders’ benefits decreased $84.1 million, from an expense of $82.2 million for the three months ended March 31, 2009 to a benefit of $1.9 million for the three months ended March 31, 2010, primarily driven by the impact of the adjustments to the reserves for the guaranteed minimum death and income benefit features of our variable annuity products, as previously discussed.

Interest credited to policyholders’ account balances decreased $138.7 million, from $260.4 million for the three months ended March 31, 2009 to $121.7 million for the three months ended March 31, 2010, primarily due to a benefit of $129.7 million from lower deferred sales inducements (“DSI”) amortization from the impact of the change in non-performance risk in the valuation of embedded derivatives, as previously discussed. Also contributing to the decrease was a decrease in interest credited to policyholders’ account balances of $30.4 million driven by lower average annuity account values in investments backed by our general account and a benefit of $9.1 million relating the impact of the adjustments to our estimate of total gross profits used as a resultbasis for amortizing DSI, as discussed above. Partially offsetting the above decreases was an increase in DSI amortization of $29.6 million driven by higher levels of actual gross profits.

Amortization of deferred policy acquisition costs decreased by $426.5 million, from $518.7 million for the three months ended March 31, 2009 to $92.2 million for the three months ended March 31, 2010, primarily due to a benefit of $432.6 million from lower DAC amortization from the impact of the change in non-performance risk in the valuation of embedded derivatives and a benefit of $10.0 million from the impact of the adjustments to our estimate of total gross profits used as a basis for amortizing DAC, as previously discussed. Partially offsetting the above decreases was an increase in DAC amortization of $16.1 million driven by higher level of actual gross profits.

General, administrative and other expenses increased by $26.1 million, from $86.9 million for the three months ended March 31, 2009 to $113.0 million for the three months ended March 31, 2010, primarily due to $21.4 million of higher commission expense, net of capitalization, driven by higher asset based commission from higher average variable annuity asset balances invested in separate accounts dueand higher variable annuity sales, $7.7 million of higher administrative expenses and $5.6 million of higher interest expense driven by increased borrowings. Partially offsetting the above increases was a benefit of $8.2 million from the impact of the adjustments to market depreciation over the twelve months ending September 30, 2009. Asset administration fees are asset based fees, which are dependent on theour estimate of total gross profits used as a basis for amortizing value of assets values.business acquired (“VOBA”), as previously discussed.

Benefits and Expenses

BenefitsAs discussed above, the overall $623.3 million decrease in benefits and expenses increased $142.9 million, from $813.9 million for the nine months ended September 30, 2008 to $956.8 million for the nine months ended September 30, 2009. Included within this increase is $246.0included $563.5 million of higherlower amortization of deferred acquisition cost and other cost related to the impact of the change in non-performance risk in the valuation of embedded derivatives, under the authoritative guidance for fair value measurements and disclosures, as previously discussed. Benefits and expenses also included a benefit of $378.6$107.8 million related to the quarterly adjustments and annual reviews to the reserves for the guaranteed minimum death and income benefit features of our variable annuity products and to our estimate of total gross profits used as a basis for amortizing deferred policy acquisition and other costs, as previously discussed. Absent the effect of the change in non-performance risk in the valuation of embedded derivatives underand the authoritative guidance for fair value measurements and disclosures, quarterly adjustments and assumption updates, benefits and expenses for the ninethree months ended September 30, 2009March 31, 2010 increased $275.9$48.1 million from the ninethree months ended September 30, 2008.

Policyholders’ benefits decreased $197.9 million, from $196.2 million for the nine months ended September 30, 2008 to a benefit of $1.7 million for the nine months ended September 30, 2009, primarily driven by the impact of the adjustments to the reserves for the guaranteed minimum death and income benefit features of our variable annuity products.

Interest credited to policyholders’ account balances increased $183.7 million, from $167.1 million for the nine months ended September 30, 2008 to $350.8 million for the nine months ended September 30, 2009, primarily driven by an increase in interest credited to policyholders’ account balances of $102.2 million primarily reflecting higher average annuity account values invested in our general account resulting from transfers relating to an automatic rebalancing element in some of our living benefit features. Also contributing to the increase was increased DSI amortization of $59.0 million due to the impact of the change in non-performance risk in the valuation of embedded derivatives under the authoritative guidance for fair value measurements and disclosures, as previously discussed. Additionally, DSI amortization increased $48.6 million driven by higher levels of actual gross profits. Partially offsetting the above increases was a benefit of $28.7 million from the impact of the adjustments to our estimate of total gross profits used as a basis for amortizing DSI, as previously discussed.

Amortization of deferred policy acquisition costs increased by $171.7 million, from $160.5 million for the nine months ended September 30, 2008 to $332.2 million for the nine months ended September 30, 2009 primarily due to $186.1 million from the

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impact of the change in non-performance risk in the valuation of embedded derivatives under the authoritative guidance for fair value measurements and disclosures, as previously discussed. Also contributing to the above increase was an increase of $108.2 million in DAC amortization driven by higher level of actual gross profits. Partially offsetting the above increases was a benefit of $122.5 million from the impact of the adjustments to our estimate of total gross profits used as a basis for amortizing DAC, as previously discussed.

General, administrative and other expenses decreased by $14.6 million, from $290.1 million for the nine months ended September 30, 2008 to $275.5 million for the nine months ended September 30, 2009, primarily due to $25 million of lower interest expense driven by the repayment of debt. Also contributing to the decrease was $8.4 million impact of the adjustments to our estimate of total gross profits used as a basis for amortizing value of business acquired. Partially offsetting the above decreases was $16.3 of higher implied trail commission expenses driven by higher sales and $10.3 million of higher administrative expenses.March 31, 2009.

Income Taxes

Our income tax provision amounted to an income tax benefit of $4.9$4.7 million for the three months ended September 30, 2009March 31, 2010 compared to income tax benefit of $39.5$261.2 million for the three months ended September 30, 2008.March 31, 2009. The decline in income tax expensebenefit was primarily driven by the increase in pretax income.

Our income, tax provision amounted to an income tax benefit of $96.8 million in the nine months ended September 30, 2009 compared to income tax benefit of $31.0 million for the nine months ended September 30, 2008. The decline in income tax expense was primarily driven by the decline in pretax income.as discussed above.

The dividends received deduction (“DRD”) reduces the amount of dividend income subject to U.S. tax and is a significant component of the difference between the Company’s effective tax rate and the federal statutory tax rate of 35%. The DRD for the current period was estimated using information from 2008,2009, current year results, and was adjusted to take into account the current year’s equity market performance. The actual current year DRD can vary from the estimate based on factors such as, but not limited to, changes in the amount of dividends received that are eligible for the DRD, changes in the amount of distributions received from mutual fund investments, changes in the account balances of variable life and annuity contracts, and the Company’s taxable income before the DRD.

In August 2007, the IRS released Revenue Ruling 2007-54, which included, among other items, guidance on the methodology to be followed in calculating the DRD related to variable life insurance and annuity contracts. In September 2007, the IRS released Revenue Ruling 2007-61. Revenue Ruling 2007-61 suspendssuspended Revenue Ruling 2007-54 and informsinformed taxpayers that the U.S. Treasury Department and the IRS have indicated that they intend to address through new regulations the issues considered in Revenue Ruling 2007-54, including the methodology to be followed in determining the DRD related to variable life insurance and annuity contracts. On May 11, 2009,February 1, 2010, the Obama Administration released the “General Explanations of the Administration’s Revenue Proposals.” Although the Administration has not released proposed statutory language, one proposal would change the method used to determine the amount of the DRD. A change in the DRD, including the possible retroactive or prospective elimination of this deduction through regulation or legislation, could increase actual tax expense and reduce the Company’s consolidated net income. These activities had no impact on the Company’s 20082009 or 2009first quarter 2010 results.

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Liquidity and Capital Resources

Extraordinary Market ConditionsOverview

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 operation of our business, fund business growth, and their Impactprovide a cushion to withstand adverse circumstances. The ability to generate and maintain sufficient liquidity and capital depends on the profitability of our Liquiditybusiness, general economic conditions and Capital Resources

The disruptions inour access to the capital markets that began in the latter half of 2007, initially due to concerns over sub-prime mortgage holdings of financial institutions, accelerated to unprecedented levels in the latter half of 2008 and the early portion of 2009, resulting in failure, consolidation, or U.S. federal government intervention on behalf of several significant financial institutions. These disruptions resulted in significant market volatility and adversely impacted the availability and cost of credit and capital. We, like other financial institutions, were not immune to these events.

Prudential Financial continues to operate with significant cash and short-term investments on the balance sheet and has access to alternate sources of liquidity. However, should the recent improvements in the capital markets prove temporary and earlier trends resume, such market disruptions could potentially adversely affectthrough our ability to access sources of liquidity,affiliates as well as threaten to reduce our capital below a level that is consistent with our existing ratings objectives. We may take additional actions, especially in the event of such disruptions, which may include but are not limited to: (1) further access external sources of capital, including the debt or equity markets; (2) limit or curtail sales of certain products and/or restructuring existing products; and (3) seek temporary or permanent changes to regulatory rules. Certain of these actions may require regulatory approval and/or agreement of counterparties which are outside of our control or have economic costs associated with them.described herein.

Management monitors the liquidity of Prudential Financial, Prudential Insurance and the Company on a daily basis and projects borrowing and capital needs over a multi-year time horizon through our quarterly planning process. We believe that cash flows from the sources of funds presently available to us are sufficient to satisfy ourthe current liquidity requirements, of Prudential Financial, Prudential Insurance and the Company, including reasonably foreseeable contingencies.

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General Liquidity

Liquidity refers to a company’s ability to generate sufficient cash flows to meet the needs of its operations. Our liquidity is managed to ensure stable, reliable and cost-effective sources of cash flows to meet all of our obligations. Liquidity is provided by a variety of sources, as described more fully below, including portfolios of liquid assets. Our investment portfolios are integral to the overall liquidity of thoseour operations. We segment our investment portfolios and employ an asset/liability management approach specific to the requirements 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. We use a projection process for cash flows from operations to ensure sufficient liquidity to meet projected cash outflows, including claims. The impact of Prudential Funding, LLC’s financing capacity on liquidity (as described below) is considered in the internal liquidity measures of the Company.

Liquidity is measured against internally developed benchmarks that take into account the characteristics of both the asset portfolio and the liabilities that they support. The results are affected substantially by the overall asset type and quality of our investments.

Cash Flow

The principal sources of the Company’s liquidity are premiums and annuity considerations, investment and fee income, and investment maturities and sales, as well as internal borrowings. The principal uses of that liquidity include benefits, claims, and payments to policyholders and contractholders in connection with surrenders, withdrawals and net policy loan activity. Other uses of liquidity include commissions, general and administrative expenses, purchases of investments, and payments in connection with financing activities. As discussed above, in March 2010, with very limited exceptions, the Company has ceased offering its existing variable annuity products to new investors upon the launch of a new product by certain affiliates. Therefore, the Company expects its overall level of cash flows to decrease going forward.

We believe that the cash flows from our operations are adequate to satisfy theour current liquidity requirements of these operations, including under reasonably foreseeable stress scenarios. The continued adequacy of this liquidity will depend upon factors such as future securities market conditions, changes in interest rate levels, policyholder perceptions of our financial strength, and the relative safety of

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competing products (including those with enhancements under government-sponseredgovernment-sponsored programs), each of which could lead to reduced cash inflows or increased cash outflows. In addition, market volatility can impact the level of capital required to support our businesses. Our cash flows from investment activities result from repayments of principal, proceeds from maturities and sales of invested assets, net of amounts reinvested. The primary liquidity risks with respect to these cash flows are the risk of default by debtors or bond insurers, our counterparties’ willingness to extend repurchase and/or securities lending arrangements, commitments to invest and market volatility. We closely manage these risks through our credit risk management process and regular monitoring of our liquidity position.

In managing our liquidity, we also consider the risk of policyholder and contractholder withdrawals of funds earlier than our assumptions when selecting assets to support these contractual obligations. We use surrender charges and other contract provisions to mitigate the extent, timing and profitability impact of withdrawals of funds by customers from annuity contracts and deposit liabilities.

Liquid Assets

Liquid assets include cash, cash equivalents, short-term investments, most fixed maturities that are not designated as held to maturity and public equity securities. As of September 30, 2009March 31, 2010 and December 31, 2008,2009, the Company had liquid assets of $7.3 billion and $10.2$7.3 billion, respectively, which includes a portion financed with asset-based financing. The portion of liquid assets comprised of cash and cash equivalents and short-term investments was $0.2$0.7 billion and $0.3$0.8 billion as of September 30, 2009March 31, 2010 and December 31, 2008,2009, respectively. We consider attributes of the various categories of liquid assets (for example, type of asset and credit quality) in calculating internal liquidity measures in order to evaluate the adequacy of our operations’ liquidity under a variety of stress scenarios. We believe that the liquidity profile of our assets is sufficient to satisfy current liquidity requirements, including under foreseeable stress scenarios.

Given the size and liquidity profile of our investment portfolios, we believe that claim experience varying from our projections does not constitute a significant liquidity risk. Our asset/liability management process takes into account the expected maturity of investments and expected claim payments as well as the specific nature and risk profile of the liabilities. Historically, there has been no significant variation between the expected maturities of our investments and the payment of claims.

Our liquidity is managed through access to substantial investment portfolios as well as a variety of instruments available for funding and/or managing short-term cash flow mismatches, including from time to time those arising from claim levels in excess of projections. To the extent we need to pay claims in excess of projections, we may borrow temporarily or sell investments sooner than anticipated to pay these claims, which may result in increased borrowing costs or realized investment gains or losses affecting results of operations.

We believe that borrowing temporarily or selling investments earlier than anticipated will not have a material impact on our liquidity. Payment of claims and sale of investments earlier than anticipated would have an impact on the reported level of cash flow from operating and investing activities, respectively, in our financial statements.

Prudential Funding, LLC

Prudential Funding, LLC, or Prudential Funding, a wholly owned subsidiary of Prudential Insurance, serves as an additional source of financing to meet our working capital needs up to limits established with the New Jersey Department of Banking and Insurance.Connecticut Insurance Department. Prudential Funding borrows funds in the capital markets primarily through the direct issuance of commercial paper.

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Capital

The Risk Based Capital, or RBC, ratio is a primary measure by which we evaluate the capital adequacy of the Company. Prudential Financial manages its domestic insurance subsidiaries’ RBC ratio to a level consistent with an “AA” ratings target for those subsidiaries, and in excess of the minimum levels required by applicable insurance regulations. RBC is determined by statutory guidelines and formulas that consider, among other things, risks related to the type and quality of the invested assets, insurance-related risks associated with an insurer’s products, interest rate risks and general business risks. The RBC ratio calculations are intended to assist insurance regulators in measuring the adequacy of an insurer’s statutory capitalization. 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.

The level of statutory capital of the Company can be materially impacted by interest rate and equity market fluctuations, changes in the values of derivatives, the level of impairments recorded, and credit quality migration of investment portfolio, among other items. Further, athe recapture of business subject to reinsurance arrangements due to defaults by, or credit quality migration affecting, the reinsurers could result in higher required statutory capital levels. The level of statutory capital of the Company is also affected by statutory accounting rules which are subject to change by insurance regulators.

The implementation of VACARVM, a new statutory reserve methodology for variable annuities with guaranteed benefits, effective December 31, 2009 is not expected to have a materialhad an impact of approximately $61 million benefit on the statutory surplus of the Company. However, VACARVM is expected to result in higherCertain of the Company’s statutory reserves are ceded to ouran affiliated offshore captive reinsurance company. A reinsurance trust is established by the affiliated offshore captive reinsurance company which we currently anticipate will increaseto satisfy reinsurance reserve credit requirements. These reserve credits allow

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the Company to reduce the level of statutory capital it is required to hold. The reinsurance reserve credit requirements by approximately $800 million fromand the levels at December 31, 2008. Several strategiesvalue of the reinsurance trust assets are currently under reviewreviewed on a quarterly basis. Since the exact requirements cannot be known for certain until after the close of the accounting period, the reserve credit requirements are estimated to determine if the value of the reinsurance trust assets are expected to be sufficient. If it is determined that the value of the reinsurance trust assets are not sufficient to meet the increased statutoryreinsurance reserve credit requirement. The activitiesrequirements, we intend to undertake to mitigate or address theseexpect Prudential Financial would satisfy those additional needs will includethrough a combination of funding a statutory reservethe reinsurance credit trusttrusts with available cash, certain hedge assets, and loans from Prudential Financial and/or affiliates, andaffiliates. Prudential Financial also continues to evaluate other options to address reserve credit needs such as obtaining letters of credit. However, our ability to successfully execute these strategies may depend on market or other conditions.

As discussed above, market conditions during 2008 negatively impacted the level of our capital. In order to address these impacts on our capital, Prudential Financial made capital contributions to certain domestic insurance subsidiaries, including the Company, which was subsequently used to repay portions of our outstanding loans with Prudential Financial.

Item 4.  Controls and Procedures

In order to ensure that the information we must disclose in our filings with the SEC is recorded, processed, summarized and reported on a timely basis, the Company’s management, including our Chief Executive Officer and Chief Financial Officer, have reviewed and evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended, or the “Exchange Act”, as of September 30, 2009.March 31, 2010. Based on such evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of September 30, 2009,March 31, 2010, our disclosure controls and procedures were effective. No change in our internal control over financial reporting, as defined in Exchange Act Rules 13a-15(f) and 15d-15(f), occurred during the quarter ended September 30, 2009March 31, 2010 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II                                                                       OTHER INFORMATION

OTHER INFORMATION

Item 1.  Legal Proceedings

We are subject to legal and regulatory actions in the ordinary course of our businesses, including class action lawsuits. Our pending legal and regulatory actions include proceedings specific to the Company and proceedings generally applicable to business practices in the industry in which we operate. We aremay be subject to class action lawsuits and other litigation alleging, among other things, that we made improper or inadequate disclosures in connection with the sale of annuity products or charged excessive or impermissible fees on these products, recommended unsuitable products to customers, mishandled customer accounts or breached fiduciary duties to customers. We are also subject to litigation arising out of our general business activities, such as our investments and contracts, and could be exposed to claims or litigation concerning certain business or process patents. Regulatory authorities from time to time make inquiries and conduct investigations and examinations relating particularly to us and our products. In addition, we, along with other participants in the business in which we engage, may be subject from time to time to investigations, examinations and inquiries, in some cases industry-wide, concerning issues or matters upon which such regulators have determined to focus. In some of our pending legal and regulatory actions, parties are seeking large and/or indeterminate amounts, including punitive or exemplary damages. The outcome of a litigation or regulatory matter, and the amount or range of potential loss at any particular time, is inherently uncertain.

Summary

The Company’s litigation and regulatory matters are subject to many uncertainties, and given their complexity and scope, their outcome cannot be predicted. It is possible that results of operations or cash flow of the Company in a particular quarterly or annual period could be materially affected by an ultimate unfavorable resolution of pending litigation and regulatory matters depending, in part, upon the results of operations or cash flow for such period. In light of the unpredictability of the Company’s litigation and regulatory matters, it is also possible that in certain cases an ultimate unfavorable resolution of one or more pending litigation or regulatory matters could have a material adverse effect on the Company’s financial position. Management believes, however, that, based on information currently known to it, the ultimate outcome of all pending litigation and regulatory matters, after consideration of applicable reserves and rights to indemnification, is not likely to have a material adverse effect on the Company’s financial position. The foregoing discussion is limited to recent developments concerning our legal and regulatory proceedings. See Note 4 to the Unaudited Interim Financial Statements included herein for additional discussion of our litigation and regulatory matters.

48


Item 1A.  Risk Factors

The Company is an indirectly owned subsidiary of Prudential Financial. You should carefully consider the risks described under “Risk Factors” in our QuarterlyAnnual Report on Form 10-Q10-K for the quarterly periodyear ended June 30,December 31, 2009. These risks could materially affect Prudential Financial’s and/or the Company’s business, results of operations or financial conditionscondition or cause our actual results to differ materially from those expected or those expressed in any forward looking statements made by or on behalf of the Company. These risks are not exclusive, and additional risks to which we are subject include, but are not limited to, the factors mentioned under “Forward-Looking Statements” above and the risks of our businesses described elsewhere in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2008.2009.

42


Item 6.  Exhibits

 

10

General Services Agreement between the Prudential Insurance Company of America and Ex/Service Holdings, Inc.

31.1

    

Section 302 Certification of the Chief Executive Officer.

31.2

    

Section 302 Certification of the Chief Financial Officer.

32.1

    

Section 906 Certification of the Chief Executive Officer.

32.2

    

Section 906 Certification of the Chief Financial Officer.

Schedules are omitted because they are either inapplicable or the information required therein is included in the notes to the Unaudited Interim Financial Statements included herein.

 

4943


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION
 

PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION

By:  /s/  Kenneth Y. Tanji

Kenneth Y. TanjiThomas J. Diemer

 
 

    Thomas J. Diemer

 

Executive Vice President and Chief Financial Officer

 

(Principal    (Principal Financial Officer and Principal Accounting Officer)

November 13, 2009May 14, 2010

 

5044


Exhibit Index

Exhibit Number and Description

 

10

General Services Agreement between the Prudential Insurance Company of America and ExlService Holdings, Inc.

31.1

  

Section 302 Certification of the Chief Executive Officer.

31.2

  

Section 302 Certification of the Chief Financial Officer.

32.1

  

Section 906 Certification of the Chief Executive Officer.

32.2

  

Section 906 Certification of the Chief Financial Officer.

 

5145