Prudential Financial, Inc. 5.62 (PRS) 10-Q 2024 Q1 Quarterly report

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 FORM 10-Q

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

 For the quarterly period ended March 31, 2024

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 001-16707

Prudential Financial, Inc.

(Exact Name of Registrant as Specified in its Charter) 

New Jersey	22-3703799
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification Number)

751 Broad Street

Newark, NJ 07102

(973) 802-6000

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

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

Title of Each Class	Trading Symbols(s)	Name of Each Exchange on Which Registered
Common Stock, Par Value $.01	PRU	New York Stock Exchange
5.950% Junior Subordinated Notes	PRH	New York Stock Exchange
5.625% Junior Subordinated Notes	PRS	New York Stock Exchange
4.125% Junior Subordinated Notes	PFH	New York Stock Exchange

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.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).    Yes  x    No  ¨

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

Large Accelerated Filer	x	Accelerated Filer	☐
Non-accelerated Filer	☐	Smaller Reporting Company	☐
		Emerging Growth Company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐  No  x

As of April 30, 2024, 359 million shares of the registrant’s Common Stock (par value $0.01) were outstanding.

TABLE OF CONTENTS

		Page
PART I FINANCIAL INFORMATION
Item 1.	Financial Statements:
	Unaudited Interim Consolidated Statements of Financial Position as of March 31, 2024 and December 31, 2023	1
	Unaudited Interim Consolidated Statements of Operations for the three months ended March 31, 2024 and 2023	2
	Unaudited Interim Consolidated Statements of Comprehensive Income for the three months ended March 31, 2024 and 2023	3
	Unaudited Interim Consolidated Statements of Equity for the three months ended March 31, 2024 and 2023	4
	Unaudited Interim Consolidated Statements of Cash Flows for the three months ended March 31, 2024 and 2023	5
	Notes to Unaudited Interim Consolidated Financial Statements	7
	1. Business and Basis of Presentation	7
	2. Significant Accounting Policies and Pronouncements	8
	3. Investments	9
	4. Variable Interest Entities	23
	5. Derivatives and Hedging	24
	6. Fair Value of Assets and Liabilities	32
	7. Deferred Policy Acquisition Costs, Deferred Sales Inducements and Value of Business Acquired	48
	8. Separate Accounts	49
	9. Liability for Future Policy Benefits	52
	10. Policyholders’ Account Balances	61
	11. Market Risk Benefits	66
	12. Reinsurance	68
	13. Closed Block	71
	14. Income Taxes	73
	15. Short-Term and Long-Term Debt	75
	16. Employee Benefit Plans	76
	17. Equity	77
	18. Earnings Per Share	81
	19. Segment Information	82
	20. Related Party Transactions	86
	21. Commitments and Contingent Liabilities	87
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	92
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	149
Item 4.	Controls and Procedures	149
PART II OTHER INFORMATION
Item 1.	Legal Proceedings	150
Item 1A.	Risk Factors	150
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	150
Item 5.	Other Information	150
Item 6.	Exhibits	151
GLOSSARY		152
SIGNATURES		154

Forward-Looking Statements

Certain of the statements included in this Quarterly Report on Form 10-Q 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 Financial, Inc. and its subsidiaries. There can be no assurance that future developments affecting Prudential Financial, Inc. and its subsidiaries 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) losses on investments or financial contracts due to deterioration in credit quality or value, or counterparty default; (2) losses on insurance products due to mortality experience, morbidity experience or policyholder behavior experience that differs significantly from our expectations when we price our products; (3) changes in interest rates, equity prices and foreign currency exchange rates that may (a) adversely impact the profitability of our products, the value of separate accounts supporting these products or the value of assets we manage, (b) result in losses on derivatives we use to hedge risk or increase collateral posting requirements and (c) limit opportunities to invest at appropriate returns; (4) guarantees within certain of our products which are market sensitive and may decrease our earnings or increase the volatility of our results of operations or financial position; (5) liquidity needs resulting from (a) derivative collateral market exposure, (b) asset/liability mismatches, (c) the lack of available funding in the financial markets or (d) unexpected cash demands due to severe mortality calamity or lapse events; (6) financial or customer losses, or regulatory and legal actions, due to inadequate or failed processes or systems, external events, and human error or misconduct such as (a) disruption of our systems and data, (b) an information security breach, (c) a failure to protect the privacy of sensitive data, (d) reliance on third-parties or (e) labor and employment matters; (7) changes in the regulatory landscape, including related to (a) financial sector regulatory reform, (b) changes in tax laws, (c) fiduciary rules and other standards of care, (d) U.S. state insurance laws and developments regarding group-wide supervision, capital and reserves, (e) insurer capital standards outside the U.S. and (f) privacy and cybersecurity regulation; (8) technological changes which may adversely impact companies in our investment portfolio or cause insurance experience to deviate from our assumptions; (9) an inability to protect our intellectual property rights or claims of infringement of the intellectual property rights of others; (10) ratings downgrades; (11) market conditions that may adversely affect the sales or persistency of our products; (12) competition; (13) reputational damage; and (14) the costs, effects, timing, or success of our plans to execute our strategy. Prudential Financial, Inc. does not undertake to update any particular forward-looking statement included in this document. See “Risk Factors” included in the Annual Report on Form 10-K for the year ended December 31, 2023 for discussion of certain risks relating to our businesses and investment in our securities.

i

PART I - FINANCIAL INFORMATION

ITEM 1. Financial Statements

PRUDENTIAL FINANCIAL, INC.

Unaudited Interim Consolidated Statements of Financial Position

March 31, 2024 and December 31, 2023 (in millions, except share amounts)

	March 31, 2024		December 31, 2023
ASSETS
Fixed maturities, available-for-sale, at fair value (allowance for credit losses: 2024-$171; 2023-$160) (amortized cost: 2024-$342,228; 2023-$334,598)(1)	$	318,510	$	316,321
Fixed maturities, trading, at fair value (amortized cost: 2024-$11,307; 2023-$10,624)(1)	10,288		9,790
Assets supporting experience-rated contractholder liabilities, at fair value	3,359		3,168
Equity securities, at fair value (cost: 2024-$4,609; 2023-$5,786)(1)	7,224		8,242
Commercial mortgage and other loans (net of $514 and $460 allowance for credit losses; includes $157 and $519 of loans measured at fair value under the fair value option at March 31, 2024 and December 31, 2023, respectively)(1)	58,781		59,305
Policy loans	9,907		10,047
Other invested assets (net of $1 and $1 allowance for credit losses; includes $6,763 and $6,074 of assets measured at fair value at March 31, 2024 and December 31, 2023, respectively)(1)	24,227		22,855
Short-term investments (net of allowance for credit losses: 2024-$2; 2023-$0)	5,953		5,005
Total investments	438,249		434,733
Cash and cash equivalents(1)	18,735		19,419
Accrued investment income(1)	3,361		3,287
Deferred policy acquisition costs	20,613		20,856
Value of business acquired	484		530
Market risk benefit assets	2,225		1,981
Reinsurance recoverables and deposit receivables (net of $11 and $12 allowance for credit losses; includes $224 and $149 of embedded derivatives at fair value at March 31, 2024 and December 31, 2023, respectively)(2)	27,929		27,311
Income tax assets	958		939
Other assets (net of $3 and $3 allowance for credit losses; includes $19 and $11 of assets at fair value at March 31, 2024 and December 31, 2023, respectively)(1)(2)	13,205		13,179
Separate account assets	200,064		198,888
TOTAL ASSETS	$	725,823	$	721,123
LIABILITIES, MEZZANINE EQUITY AND EQUITY
LIABILITIES
Future policy benefits	$	272,790	$	273,281
Policyholders’ account balances	151,810		147,018
Market risk benefit liabilities	4,624		5,467
Policyholders’ dividends	1,111		1,475
Securities sold under agreements to repurchase	6,563		6,056
Cash collateral for loaned securities	6,978		6,477
Reinsurance and funds withheld payables (includes $73 and $490 of embedded derivatives at fair value at March 31, 2024 and December 31, 2023, respectively)(2)	15,746		15,729
Short-term debt	585		618
Long-term debt	19,368		18,882
Other liabilities (includes $14 and $15 allowance for credit losses and $4,485 and $4,175 of derivatives at fair value at March 31, 2024 and December 31, 2023, respectively)(1)	15,638		16,071
Notes issued by consolidated variable interest entities (includes $405 and $778 measured at fair value under the fair value option at March 31, 2024 and December 31, 2023, respectively)(1)	1,132		1,374
Separate account liabilities	200,064		198,888
Total liabilities	696,409		691,336
COMMITMENTS AND CONTINGENT LIABILITIES (See Note 21)
MEZZANINE EQUITY
Redeemable noncontrolling interests	544		524
Total mezzanine equity	544		524
EQUITY
Preferred Stock $0.01 par value; 10,000,000 shares authorized; none issued)	0		0
Common Stock ($0.01 par value; 1,500,000,000 shares authorized; 666,305,189 shares issued as of both March 31, 2024 and December 31, 2023)	6		6
Additional paid-in capital	25,741		25,746
Common Stock held in treasury, at cost (307,229,481 and 307,089,216 shares at March 31, 2024 and December 31, 2023, respectively)	(23,891)		(23,780)
Accumulated other comprehensive income (loss)(2)	(7,661)		(6,504)
Retained earnings	33,014		32,352
Total Prudential Financial, Inc. equity	27,209		27,820
Noncontrolling interests	1,661		1,443
Total equity	28,870		29,263
TOTAL LIABILITIES, MEZZANINE EQUITY AND EQUITY	$	725,823	$	721,123

__________

(1)See Note 4 for details of balances associated with variable interest entities.

(2)See Note 20 for additional information regarding related party transactions.

See Notes to Unaudited Interim Consolidated Financial Statements

1

PRUDENTIAL FINANCIAL, INC.

Unaudited Interim Consolidated Statements of Operations

Three Months Ended March 31, 2024 and 2023 (in millions, except per share amounts)

	Three Months Ended March 31,
		2024		2023
REVENUES
Premiums (includes $5 and $(16) of gains (losses) from changes in estimates on deferred profit liability amortization for the three months ended March 31, 2024 and 2023, respectively)(1)		$	15,537	$	9,363
Policy charges and fee income		1,056		1,134
Net investment income		4,764		4,320
Asset management and service fees(1)		999		917
Other income (loss)		1,338		1,019
Realized investment gains (losses), net(1)		(308)		217
Change in value of market risk benefits, net of related hedging gains (losses)		123		75
Total revenues		23,509		17,045
BENEFITS AND EXPENSES
Policyholders’ benefits(1)		16,594		10,304
Change in estimates of liability for future policy benefits(1)		(17)		25
Interest credited to policyholders’ account balances		1,283		981
Dividends to policyholders		290		319
Amortization of deferred policy acquisition costs		375		365
General and administrative expenses(1)		3,594		3,204
Total benefits and expenses		22,119		15,198
INCOME (LOSS) BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF JOINT VENTURES AND OTHER OPERATING ENTITIES		1,390		1,847
Total income tax expense (benefit)		289		382
INCOME (LOSS) BEFORE EQUITY IN EARNINGS OF JOINT VENTURES AND OTHER OPERATING ENTITIES		1,101		1,465
Equity in earnings of joint ventures and other operating entities, net of taxes		50		12
NET INCOME (LOSS)		1,151		1,477
Less: Income (loss) attributable to noncontrolling interests		13		15
NET INCOME (LOSS) ATTRIBUTABLE TO PRUDENTIAL FINANCIAL, INC.		$	1,138	$	1,462
EARNINGS PER SHARE
Basic earnings per share-Common Stock:
Net income (loss) attributable to Prudential Financial, Inc.		$	3.13	$	3.94
Diluted earnings per share-Common Stock:
Net income (loss) attributable to Prudential Financial, Inc.		$	3.12	$	3.93

__________

(1)See Note 20 for additional information regarding related party transactions.

See Notes to Unaudited Interim Consolidated Financial Statements

2

PRUDENTIAL FINANCIAL, INC.

Unaudited Interim Consolidated Statements of Comprehensive Income

Three Months Ended March 31, 2024 and 2023 (in millions)

	Three Months Ended March 31,
		2024		2023
NET INCOME (LOSS)		$	1,151	$	1,477
Other comprehensive income (loss), before tax:
Foreign currency translation adjustments for the period		(494)		13
Net unrealized investment gains (losses)		(4,774)		8,379
Interest rate remeasurement of future policy benefits(1)		4,213		(8,705)
Gain (loss) from changes in non-performance risk on market risk benefits		(252)		186
Defined benefit pension and postretirement unrecognized periodic benefit (cost)		13		19
Total		(1,294)		(108)
Less: Income tax expense (benefit) related to other comprehensive income (loss)		(137)		(90)
Other comprehensive income (loss), net of taxes		(1,157)		(18)
Comprehensive income (loss)		(6)		1,459
Less: Comprehensive income (loss) attributable to noncontrolling interests		13		16
Comprehensive income (loss) attributable to Prudential Financial, Inc.		$	(19)	$	1,443

__________

(1)See Note 20 for additional information regarding related party transactions.

See Notes to Unaudited Interim Consolidated Financial Statements

3

PRUDENTIAL FINANCIAL, INC.

Unaudited Interim Consolidated Statements of Equity

Three Months Ended March 31, 2024 and 2023 (in millions)

 

	Prudential Financial, Inc. Equity
	Common Stock		Additional Paid-in Capital		Retained Earnings		Common Stock Held In Treasury		Accumulated Other Comprehensive Income (Loss)		Total Prudential Financial, Inc. Equity		Noncontrolling Interests		Total Equity
Balance, December 31, 2023	$	6	$	25,746	$	32,352	$	(23,780)	$	(6,504)	$	27,820	$	1,443	$	29,263
Common Stock acquired							(250)				(250)				(250)
Contributions from noncontrolling interests													83		83
Distributions to noncontrolling interests													(3)		(3)
Consolidations (deconsolidations) of noncontrolling interests													125		125
Stock-based compensation programs			(5)				139				134				134
Dividends declared on Common Stock					(476)						(476)				(476)
Comprehensive income:
Net income (loss)					1,138						1,138		13		1,151
Other comprehensive income (loss), net of tax									(1,157)		(1,157)		0		(1,157)
Total comprehensive income (loss)					1,138				(1,157)		(19)		13		(6)
Balance, March 31, 2024	$	6	$	25,741	$	33,014	$	(23,891)	$	(7,661)	$	27,209	$	1,661	$	28,870

	Prudential Financial, Inc. Equity
	Common Stock		Additional Paid-in Capital		Retained Earnings		Common Stock Held In Treasury		Accumulated Other Comprehensive Income (Loss)		Total Prudential Financial, Inc. Equity		Noncontrolling Interests		Total Equity
December 31, 2022(1)	$	6	$	25,747	$	31,714	$	(23,068)	$	(3,806)	$	30,593	$	955	$	31,548
Common Stock acquired							(250)				(250)				(250)
Contributions from noncontrolling interests													93		93
Distributions to noncontrolling interests													(2)		(2)
Stock-based compensation programs			(104)				171				67				67
Dividends declared on Common Stock					(468)						(468)				(468)
Comprehensive income:
Net income (loss)					1,462						1,462		15		1,477
Other comprehensive income (loss), net of tax									(19)		(19)		1		(18)
Total comprehensive income (loss)					1,462				(19)		1,443		16		1,459
Balance, March 31, 2023	$	6	$	25,643	$	32,708	$	(23,147)	$	(3,825)	$	31,385	$	1,062	$	32,447

__________

(1)Prior period amounts reflect the implementation of ASU 2018-12: Targeted Improvements to the Accounting for Long-Duration Contracts.

See Notes to Unaudited Interim Consolidated Financial Statements

4

PRUDENTIAL FINANCIAL, INC.

Unaudited Interim Consolidated Statements of Cash Flows

Three Months Ended March 31, 2024 and 2023 (in millions)

	Three Months Ended March 31,
	2024		2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	1,151	$	1,477
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Realized investment (gains) losses, net(1)	308		(217)
Change in value of market risk benefits, net of related hedging (gains) losses	(123)		(75)
Policy charges and fee income	(571)		(540)
Interest credited to policyholders’ account balances	1,283		981
Depreciation and amortization	397		41
(Gains) losses on assets supporting experience-rated contractholder liabilities, net	(356)		(134)
Change in:
Deferred policy acquisition costs	(273)		(205)
Future policy benefits and other insurance liabilities	4,175		1,888
Income taxes	203		357
Derivatives, net	267		(354)
Other, net(1)	(1,240)		(1,876)
Cash flows from (used in) operating activities	5,221		1,343
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from the sale/maturity/prepayment of:
Fixed maturities, available-for-sale	10,794		11,178
Fixed maturities, held-to-maturity	0		7
Fixed maturities, trading	570		226
Assets supporting experience-rated contractholder liabilities	361		765
Equity securities	2,266		550
Commercial mortgage and other loans	1,339		855
Policy loans	438		460
Other invested assets	511		249
Short-term investments	7,937		6,381
Payments for the purchase/origination of:
Fixed maturities, available-for-sale	(19,280)		(13,677)
Fixed maturities, trading	(1,534)		(290)
Assets supporting experience-rated contractholder liabilities	(421)		(770)
Equity securities	(1,061)		(550)
Commercial mortgage and other loans	(1,457)		(737)
Policy loans	(432)		(371)
Other invested assets	(820)		(570)
Short-term investments	(8,947)		(6,837)
Derivatives, net	(448)		(104)
Other, net	(60)		(68)
Cash flows from (used in) investing activities	(10,244)		(3,303)
CASH FLOWS FROM FINANCING ACTIVITIES
Policyholders’ account deposits	8,569		6,747
Policyholders’ account withdrawals	(4,664)		(4,592)
Net change in securities sold under agreements to repurchase and cash collateral for loaned securities	1,008		(97)
Cash dividends paid on Common Stock	(483)		(473)
Net change in financing arrangements (maturities 90 days or less)	(511)		38
Common Stock acquired	(242)		(251)
Common Stock reissued for exercise of stock options	47		28
Proceeds from the issuance of debt (maturities longer than 90 days)	1,019		495
Repayments of debt (maturities longer than 90 days)	(539)		(29)
Proceeds from notes issued by consolidated VIEs	159		59
Repayments of notes issued by consolidated VIEs	(1)		(16)
Other, net(1)	181		220
Cash flows from (used in) financing activities	4,543		2,129
Effect of foreign exchange rate changes on cash balances	(227)		5
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, RESTRICTED CASH AND RESTRICTED CASH EQUIVALENTS	(707)		174
CASH, CASH EQUIVALENTS, RESTRICTED CASH AND RESTRICTED CASH EQUIVALENTS, BEGINNING OF YEAR	19,463		17,299
CASH, CASH EQUIVALENTS, RESTRICTED CASH AND RESTRICTED CASH EQUIVALENTS, END OF PERIOD	$	18,756	$	17,473

5

PRUDENTIAL FINANCIAL, INC.

Unaudited Interim Consolidated Statements of Cash Flows

Three Months Ended March 31, 2024 and 2023 (in millions)

	Three Months Ended March 31,
	2024		2023
NON-CASH TRANSACTIONS DURING THE PERIOD
Treasury Stock shares issued for stock-based compensation programs	$	207	$	264
Novation of annuity contracts(2)	$	0	$	(8)
Significant pension risk transfer transactions:
Assets received, excluding Cash and cash equivalents	$	4,587	$	1,506
Liabilities assumed	8,714		2,409
Net cash received	$	4,127	$	903
Somerset Re reinsurance transaction(3):
Reinsurance recoverables under modified coinsurance, net	$	(548)	$	0
Unwind of Deferred policy acquisition costs ceded	284		0
Deferred reinsurance gain	411		0
Net cash received	$	147	$	0
RECONCILIATION TO THE UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
Cash and cash equivalents	$	18,735	$	17,425
Restricted cash and restricted cash equivalents (included in “Other assets”)	21		48
Total cash, cash equivalents, restricted cash and restricted cash equivalents	$	18,756	$	17,473

__________

(1)See Note 20 for additional information regarding related party transactions.

(2)“Cash flows from (used in) operating activities” and “Cash flows from (used in) investing activities” exclude non-cash activities related to the novation of certain, previously reinsured, annuity products, from Fortitude Group Holdings, LLC to the Company.

(3)See Note 12 for additional information regarding the reinsurance agreement with Somerset Reinsurance Ltd. (“Somerset Re”).

See Notes to Unaudited Interim Consolidated Financial Statements

6

PRUDENTIAL FINANCIAL, INC.

Notes to Unaudited Interim Consolidated Financial Statements

1. BUSINESS AND BASIS OF PRESENTATION

Prudential Financial, Inc. (“Prudential Financial”) and its subsidiaries (collectively, “Prudential” or the “Company”) provide a wide range of insurance, investment management, and other financial products and services to both individual and institutional customers throughout the United States and in many other countries. Principal products and services provided include life insurance, annuities, retirement solutions, mutual funds and investment management.

The Company’s principal operations consist of PGIM (the Company’s global investment management business), the U.S. Businesses (consisting of the Retirement Strategies, Group Insurance and Individual Life businesses), the International Businesses (consisting of the Life Planner and Gibraltar Life and Other businesses), the Closed Block division, and the Company’s Corporate and Other operations. The Closed Block division is accounted for as a divested business that is reported separately from the Divested and Run-off Businesses that are included within Corporate and Other operations. Divested and Run-off Businesses consist of businesses that have been, or will be, sold or exited, including businesses that have been placed in wind-down status that do not qualify for “discontinued operations” accounting treatment under U.S. GAAP. The Company’s Corporate and Other operations include corporate items and initiatives that are not allocated to business segments, as well as the Divested and Run-off Businesses described above.

In September 2023, the Company, through its Corporate and Other operations, invested approximately $200 million, and acquired a 20% equity interest as a limited partner, in Prismic Life Holding Company LP (“Prismic”), a Bermuda-exempted limited partnership that owns all of the outstanding capital stock of Prismic Life Reinsurance, Ltd. (“Prismic Re”), a licensed Bermuda-based life and annuity reinsurance company. As this investment is accounted for under the equity method, both Prismic and Prismic Re are considered related parties. Beginning with the fourth quarter of 2023, the operating results of Corporate and Other reflect the Company’s share of earnings in Prismic on a quarter lag. For information regarding the Company’s initial reinsurance transaction with Prismic Re, effective September 2023, see Note 12.

As part of its continuous improvement process, the Company is working to become a leaner and more agile company by simplifying its management structure, empowering its employees with faster decision-making processes and investing in technology and data platforms. As part of this, the Company is implementing changes to its organizational structure and recorded a restructuring charge of $200 million to “General and administrative expenses” in the fourth quarter of 2023 within its Corporate and Other operations. The Company expects these actions will create operating efficiencies, and provide reinvestment capacity to build capabilities, realize additional efficiencies, strengthen its competitiveness and fuel future growth.

Basis of Presentation

The Unaudited Interim Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) on a basis consistent with reporting interim financial information in accordance with instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission (“SEC”). The Unaudited Interim Consolidated Financial Statements include the accounts of Prudential Financial, entities over which the Company exercises control, including majority-owned subsidiaries and minority-owned entities such as limited partnerships in which the Company is the general partner, and variable interest entities (“VIEs”) in which the Company is considered the primary beneficiary. See Note 4 for additional information regarding the Company’s consolidated variable interest entities. Intercompany balances and transactions have been eliminated.

In the opinion of management, all adjustments necessary for a fair statement of the financial position and results of operations have been made. All such adjustments are of a normal, recurring nature. Interim results are not necessarily indicative of the results that may be expected for the full year. These financial statements should be read in conjunction with the Company’s Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

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.

7

PRUDENTIAL FINANCIAL, INC.

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

The most significant estimates include those used in determining future policy benefits; policyholders’ account balances related to the fair value of embedded derivative instruments associated with the index-linked features of certain universal life and annuity products; market risk benefits; the measurement of goodwill and any related impairment; the valuation of investments including derivatives, the measurement of allowance for credit losses, and the recognition of other-than-temporary impairments (“OTTI”); pension and other postretirement benefits; any provision for income taxes and valuation of deferred tax assets; and accruals for contingent liabilities, including estimates for losses in connection with unresolved legal and regulatory matters.

Reclassifications

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

2. SIGNIFICANT ACCOUNTING POLICIES AND PRONOUNCEMENTS

Recent Accounting Pronouncements

Changes to U.S. GAAP are established by the Financial Accounting Standards Board (“FASB”) in the form of ASUs to the FASB Accounting Standards Codification (“ASC”). The Company considers the applicability and impact of all ASUs. ASUs listed below include those that have been adopted during the current fiscal year and/or those that have been issued but not yet adopted as of March 31, 2024, and as of the date of this filing. ASUs not listed below were assessed and determined to be either not applicable or not material.

ASUs issued but not yet adopted as of March 31, 2024

Standard	Description	Effective date and method of adoption	Effect on the financial statements or other significant matters
ASU 2023-09 Income Taxes (Topic 740) Improvements to Income Tax Disclosures	This ASU requires entities to provide additional information primarily related to the effective tax rate reconciliation and income taxes paid.	Effective for fiscal years beginning after December 15, 2024 with early adoption permitted, and is required to be applied prospectively with the option of retrospective application.	The Company is currently assessing the impact of the ASU on the Company’s Consolidated Financial Statements and Notes to the Consolidated Financial Statements.
ASU 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures	This ASU requires entities to provide more detailed information about significant segment expenses that are regularly provided to the chief operating decision maker.	Effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted, using the retrospective method.	The Company is currently assessing the impact of the ASU on the Company’s Consolidated Financial Statements and Notes to the Consolidated Financial Statements.

8

PRUDENTIAL FINANCIAL, INC.

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

3. INVESTMENTS

Fixed Maturity Securities

The following tables set forth the composition of fixed maturity securities (excluding investments classified as trading), as of the dates indicated:

	March 31, 2024
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Allowance for Credit Losses		Fair Value
	(in millions)
Fixed maturities, available-for-sale:
U.S. Treasury securities and obligations of U.S. government authorities and agencies	$	27,113	$	729	$	4,811	$	0	$	23,031
Obligations of U.S. states and their political subdivisions	8,619		217		558		0		8,278
Foreign government bonds	67,025		3,235		5,661		31		64,568
U.S. public corporate securities	110,786		1,765		11,139		76		101,336
U.S. private corporate securities(1)	43,096		874		2,936		12		41,022
Foreign public corporate securities	21,715		387		1,420		19		20,663
Foreign private corporate securities	35,870		447		3,976		32		32,309
Asset-backed securities(2)	15,090		229		88		1		15,230
Commercial mortgage-backed securities	10,288		31		671		0		9,648
Residential mortgage-backed securities(3)	2,626		18		219		0		2,425
Total fixed maturities, available-for-sale(1)	$	342,228	$	7,932	$	31,479	$	171	$	318,510

__________

(1)Excludes notes with amortized cost of $13,582 million (fair value, $13,592 million), which have been offset with the associated debt under a netting agreement.

(2)Includes credit-tranched securities collateralized by loan obligations, auto loans, education loans, home equity loans and other asset types.

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

	December 31, 2023
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Allowance for Credit Losses		Fair Value
	(in millions)
Fixed maturities, available-for-sale:
U.S. Treasury securities and obligations of U.S. government authorities and agencies	$	24,874	$	1,091	$	4,169	$	0	$	21,796
Obligations of U.S. states and their political subdivisions	8,650		267		459		0		8,458
Foreign government bonds	71,556		3,895		5,208		53		70,190
U.S. public corporate securities	105,593		2,357		9,711		67		98,172
U.S. private corporate securities(1)	42,801		807		2,574		14		41,020
Foreign public corporate securities	20,473		487		1,298		19		19,643
Foreign private corporate securities	35,128		613		3,446		5		32,290
Asset-backed securities(2)	12,514		202		119		2		12,595
Commercial mortgage-backed securities	10,571		34		713		0		9,892
Residential mortgage-backed securities(3)	2,438		24		197		0		2,265
Total fixed maturities, available-for-sale(1)	$	334,598	$	9,777	$	27,894	$	160	$	316,321

__________

(1)Excludes notes with amortized cost of $12,370 million (fair value, $12,370 million), which have been offset with the associated debt under a netting agreement.

(2)Includes credit-tranched securities collateralized by loan obligations, education loans, auto loans, home equity loans and other asset types.

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

9

PRUDENTIAL FINANCIAL, INC.

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

The following tables set forth the fair value and gross unrealized losses on available-for-sale fixed maturity securities without an allowance for credit losses aggregated by investment category and length of time that individual fixed maturity securities had been in a continuous unrealized loss position, as of the dates indicated:

	March 31, 2024
	Less Than Twelve Months				Twelve Months or More				Total
	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
	(in millions)
Fixed maturities, available-for-sale:
U.S. Treasury securities and obligations of U.S. government authorities and agencies	$	5,597	$	236	$	11,354	$	4,575	$	16,951	$	4,811
Obligations of U.S. states and their political subdivisions	1,491		28		3,940		530		5,431		558
Foreign government bonds	9,857		755		17,951		4,905		27,808		5,660
U.S. public corporate securities	12,399		287		60,497		10,837		72,896		11,124
U.S. private corporate securities	5,258		126		26,589		2,810		31,847		2,936
Foreign public corporate securities	2,489		42		10,256		1,355		12,745		1,397
Foreign private corporate securities	3,246		79		21,666		3,895		24,912		3,974
Asset-backed securities	2,841		25		2,545		63		5,386		88
Commercial mortgage-backed securities	398		3		7,971		668		8,369		671
Residential mortgage-backed securities	294		2		1,535		217		1,829		219
Total fixed maturities, available-for-sale	$	43,870	$	1,583	$	164,304	$	29,855	$	208,174	$	31,438

	December 31, 2023
	Less Than Twelve Months				Twelve Months or More				Total
	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
	(in millions)
Fixed maturities, available-for-sale:
U.S. Treasury securities and obligations of U.S. government authorities and agencies	$	2,718	$	95	$	12,642	$	4,074	$	15,360	$	4,169
Obligations of U.S. states and their political subdivisions	862		14		3,816		445		4,678		459
Foreign government bonds	9,098		542		19,589		4,664		28,687		5,206
U.S. public corporate securities	4,881		103		61,204		9,604		66,085		9,707
U.S. private corporate securities	3,026		69		27,062		2,504		30,088		2,573
Foreign public corporate securities	1,766		37		10,812		1,246		12,578		1,283
Foreign private corporate securities	1,578		120		22,145		3,324		23,723		3,444
Asset-backed securities	846		30		5,886		89		6,732		119
Commercial mortgage-backed securities	287		3		8,251		710		8,538		713
Residential mortgage-backed securities	92		2		1,599		195		1,691		197
Total fixed maturities, available-for-sale	$	25,154	$	1,015	$	173,006	$	26,855	$	198,160	$	27,870

10

PRUDENTIAL FINANCIAL, INC.

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

As of March 31, 2024 and December 31, 2023, the gross unrealized losses on fixed maturity available-for-sale securities without an allowance of $30,334 million and $26,879 million, respectively, related to “1” highest quality or “2” high quality securities based on the National Association of Insurance Commissioners (“NAIC”) or equivalent rating and $1,104 million and $991 million, respectively, related to other than high or highest quality securities based on NAIC or equivalent rating. As of March 31, 2024, the $29,855 million of gross unrealized losses of twelve months or more were concentrated in the finance, consumer non-cyclical and utility sectors within corporate securities. As of December 31, 2023, the $26,855 million of gross unrealized losses of twelve months or more were concentrated in the finance, consumer non-cyclical and utility sectors within corporate securities and foreign government securities.

In accordance with its policy described in Note 2 to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, the Company concluded that an adjustment to earnings for credit losses related to these fixed maturity securities was not warranted at March 31, 2024. This conclusion was based on detailed analysis of the underlying credit and cash flows for each security. Gross unrealized losses are primarily attributable to increases in interest rates, general credit spread widening and foreign currency exchange rate movements. As of March 31, 2024, the Company did not intend to sell these securities, and it was not more likely than not that the Company would be required to sell these securities before the anticipated recovery of the amortized cost basis.

The following table sets forth the amortized cost and fair value of fixed maturities by contractual maturities, as of the date indicated: 

	March 31, 2024
	Available-for-Sale
	Amortized Cost		Fair Value
	(in millions)
Fixed maturities:
Due in one year or less	$	14,917	$	14,826
Due after one year through five years	55,756		54,747
Due after five years through ten years(1)	58,432		57,487
Due after ten years(1)	185,119		164,147
Asset-backed securities	15,090		15,230
Commercial mortgage-backed securities	10,288		9,648
Residential mortgage-backed securities	2,626		2,425
Total	$	342,228	$	318,510

__________

(1)Excludes notes with amortized cost of $13,582 million (fair value, $13,592 million), which have been offset with the associated debt under a netting agreement.

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 do not have a single maturity date.

11

PRUDENTIAL FINANCIAL, INC.

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

The following table sets forth the sources of fixed maturity proceeds and related investment gains (losses), as well as losses on write-downs and the allowance for credit losses of fixed maturities, for the periods indicated:

	Three Months Ended March 31,
	2024		2023
	(in millions)
Fixed maturities, available-for-sale:
Proceeds from sales(1)	$	5,751	$	7,350
Proceeds from maturities/prepayments	4,932		3,988
Gross investment gains from sales and maturities	394		290
Gross investment losses from sales and maturities	(360)		(305)
Write-downs recognized in earnings(2)	(5)		(9)
(Addition to) release of allowance for credit losses	(11)		(131)
Fixed maturities, held-to-maturity:
Proceeds from maturities/prepayments(3)	$	0	$	7
(Addition to) release of allowance for credit losses	0		0

__________ 

(1)Excludes activity from non-cash related proceeds due to the timing of trade settlements of $111 million and $(160) million for the three months ended March 31, 2024 and 2023, respectively.

(2)Amounts represent write-downs on credit adverse securities and securities actively marketed for sale.

(3)Excludes activity from non-cash related proceeds due to the timing of trade settlements of $0 million and less than $1 million for the three months ended March 31, 2024 and 2023, respectively.

The following tables set forth the activity in the allowance for credit losses for fixed maturity securities, as of the dates indicated: 

	Three Months Ended March 31, 2024
	U.S. Treasury Securities and Obligations of U.S. States		Foreign Government Bonds		U.S. and Foreign Corporate Securities		Asset-Backed Securities		Commercial Mortgage-Backed Securities		Residential Mortgage-Backed Securities		Total
	(in millions)
Fixed maturities, available-for-sale:
Balance, beginning of period	$	0	$	53	$	105	$	2	$	0	$	0	$	160
Additions to allowance for credit losses not previously recorded	0		0		46		0		0		0		46
Reductions for securities sold during the period	0		0		(12)		0		0		0		(12)
Additions (reductions) on securities with previous allowance	0		(22)		0		(1)		0		0		(23)
Balance, end of period	$	0	$	31	$	139	$	1	$	0	$	0	$	171

12

PRUDENTIAL FINANCIAL, INC.

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

	Three Months Ended March 31, 2023
	U.S. Treasury Securities and Obligations of U.S. States		Foreign Government Bonds		U.S. and Foreign Corporate Securities		Asset-Backed Securities		Commercial Mortgage-Backed Securities		Residential Mortgage-Backed Securities		Total
	(in millions)
Fixed maturities, available-for-sale:
Balance, beginning of period	$	0	$	1	$	136	$	1	$	0	$	0	$	138
Additions to allowance for credit losses not previously recorded	0		62		75		0		0		0		137
Reductions for securities sold during the period	0		0		(40)		0		0		0		(40)
Additions (reductions) on securities with previous allowance	0		(1)		35		0		0		0		34
Balance, end of period	$	0	$	62	$	206	$	1	$	0	$	0	$	269

	Three Months Ended March 31, 2024
	U.S. Treasury Securities and Obligations of U.S. States		Foreign Government Bonds		U.S. and Foreign Corporate Securities		Asset-Backed Securities		Commercial Mortgage-Backed Securities		Residential Mortgage-Backed Securities		Total
	(in millions)
Fixed maturities, held-to-maturity:
Balance, beginning of period	$	0	$	0	$	0	$	0	$	0	$	0	$	0
Current period provision for expected losses	0		0		0		0		0		0		0
Change in foreign exchange	0		0		0		0		0		0		0
Balance, end of period	$	0	$	0	$	0	$	0	$	0	$	0	$	0

	Three Months Ended March 31, 2023
	U.S. Treasury Securities and Obligations of U.S. States		Foreign Government Bonds		U.S. and Foreign Corporate Securities		Asset-Backed Securities		Commercial Mortgage-Backed Securities		Residential Mortgage-Backed Securities		Total
	(in millions)
Fixed maturities, held-to-maturity:
Balance, beginning of period	$	0	$	0	$	2	$	0	$	0	$	0	$	2
Current period provision for expected losses	0		0		0		0		0		0		0
Change in foreign exchange	0		0		0		0		0		0		0
Balance, end of period	$	0	$	0	$	2	$	0	$	0	$	0	$	2

For additional information regarding the Company’s methodology for developing its allowance and expected losses, see Note 2 to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

13

PRUDENTIAL FINANCIAL, INC.

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

For the three months ended March 31, 2024, the net increase in the allowance for credit losses on available-for-sale securities was primarily related to net additions in the consumer cyclical and communications sectors within corporate securities due to adverse projected cash flows. Partially offsetting these additions, was a net release within foreign government securities. For the three months ended March 31, 2023, the net increase in the allowance for credit losses on available-for-sale securities was primarily related to net additions in the communications and finance sectors within corporate securities, as well as foreign government securities due to adverse projected cash flows. Partially offsetting the additions was a net release within the utility and capital goods sectors within corporate securities.

The Company did not have any fixed maturity securities purchased with credit deterioration, as of March 31, 2024 or December 31, 2023.

Assets Supporting Experience-Rated Contractholder Liabilities

The following table sets forth the composition of “Assets supporting experience-rated contractholder liabilities,” as of the dates indicated:

	March 31, 2024				December 31, 2023
	Amortized Cost or Cost		Fair Value		Amortized Cost or Cost		Fair Value
	(in millions)
Fixed maturities:
Corporate securities	$	77	$	75	$	81	$	79
Foreign government bonds	587		587		606		604
Obligations of U.S. government authorities and agencies and obligations of U.S. states	196		208		202		206
Total fixed maturities(1)	860		870		889		889
Equity securities	1,548		2,489		1,607		2,279
Total assets supporting experience-rated contractholder liabilities(2)	$	2,408	$	3,359	$	2,496	$	3,168

__________ 

(1)As a percentage of amortized cost, 99% of the portfolio was considered high or highest quality based on NAIC or equivalent ratings, as of both March 31, 2024 and December 31, 2023.

(2)As a percentage of amortized cost, 100% of the portfolio consisted of public securities, as of both March 31, 2024 and December 31, 2023.

The net change in unrealized gains (losses) from assets supporting experience-rated contractholder liabilities still held at period end, recorded within “Other income (loss),” was $299 million and $134 million during the three months ended March 31, 2024 and 2023, respectively.

Fixed Maturities, Trading

The net change in unrealized gains (losses) from fixed maturities, trading still held at period end, recorded within “Other income (loss),” was $(181) million and $194 million during the three months ended March 31, 2024 and 2023, respectively.

Equity Securities

The net change in unrealized gains (losses) from equity securities still held at period end, recorded within “Other income (loss),” was $431 million and $297 million during the three months ended March 31, 2024 and 2023, respectively.

Concentrations of Financial Instruments

The Company monitors its concentrations of financial instruments and mitigates credit risk by maintaining a diversified investment portfolio which limits exposure to any single issuer.

As of the dates indicated, the Company’s exposure to concentrations of credit risk of single issuers greater than 10% of the Company’s equity included securities of the U.S. government and certain U.S. government agencies and securities guaranteed by the U.S. government, as well as the securities disclosed below:

14

PRUDENTIAL FINANCIAL, INC.

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

	March 31, 2024				December 31, 2023
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
	(in millions)
Investments in Japanese government and government agency securities:
Fixed maturities, available-for-sale	$	58,152	$	56,194	$	62,591	$	61,484
Fixed maturities, trading	18		18		19		19
Assets supporting experience-rated contractholder liabilities	509		501		522		514
Total	$	58,679	$	56,713	$	63,132	$	62,017

	March 31, 2024				December 31, 2023
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
	(in millions)
Investments in Brazil government and government agency securities:
Fixed maturities, available-for-sale	$	3,056	$	2,887	$	3,028	$	2,992
Short-term investments	26		26		0		0
Cash equivalents	286		286		427		427
Total	$	3,368	$	3,199	$	3,455	$	3,419

Commercial Mortgage and Other Loans

The following table sets forth the composition of “Commercial mortgage and other loans,” as of the dates indicated: 

	March 31, 2024				December 31, 2023
	Amount (in millions)		% of Total		Amount (in millions)		% of Total
Commercial mortgage and agricultural property loans by property type:
Office	$	8,265	14.1	%	$	8,402	14.2	%
Retail	5,332		9.1		5,384		9.1
Apartments/Multi-Family	16,123		27.4		16,555		28.0
Industrial	15,184		25.8		15,263		25.8
Hospitality	2,070		3.5		2,086		3.5
Other	4,272		7.3		4,069		6.9
Total commercial mortgage loans	51,246		87.2		51,759		87.5
Agricultural property loans	7,504		12.8		7,426		12.5
Total commercial mortgage and agricultural property loans	58,750		100.0	%	59,185		100.0	%
Allowance for credit losses	(513)				(459)
Total net commercial mortgage and agricultural property loans	58,237				58,726
Other loans:
Uncollateralized loans	394				425
Residential property loans	26				30
Other collateralized loans	125				125
Total other loans	545				580
Allowance for credit losses	(1)				(1)
Total net other loans	544				579
Total net commercial mortgage and other loans(1)	$	58,781			$	59,305

15

PRUDENTIAL FINANCIAL, INC.

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

__________ 

(1)Includes loans which are carried at fair value under the fair value option and are collateralized primarily by apartment complexes. As of March 31, 2024 and December 31, 2023, the net carrying value of these loans was $157 million and $519 million, respectively.

As of March 31, 2024, the commercial mortgage and agricultural property loans were secured by properties geographically dispersed throughout the United States with the largest concentrations in California (30%), Texas (7%) and New York (6%), and included loans secured by properties in Europe (6%), Mexico (2%), Asia (1%) and Australia (1%).

The following tables set forth the activity in the allowance for credit losses for commercial mortgage and other loans, for the periods indicated:

	Three Months Ended March 31, 2024
	Commercial Mortgage Loans		Agricultural Property Loans		Residential Property Loans		Other Collateralized Loans		Uncollateralized Loans		Total
	(in millions)
Allowance, beginning of period	$	443	$	16	$	0	$	0	$	1	$	460
Addition to (release of) allowance for expected losses	47		5		0		0		0		52
Change in foreign exchange	2		0		0		0		0		2
Allowance, end of period	$	492	$	21	$	0	$	0	$	1	$	514

	Three Months Ended March 31, 2023
	Commercial Mortgage Loans		Agricultural Property Loans		Residential Property Loans		Other Collateralized Loans		Uncollateralized Loans		Total
	(in millions)
Allowance, beginning of period	$	188	$	13	$	0	$	0	$	2	$	203
Addition to (release of) allowance for expected losses	17		2		0		0		0		19
Reduction for loans sold during the period	0		0		0		0		(1)		(1)
Allowance, end of period	$	205	$	15	$	0	$	0	$	1	$	221

For additional information regarding the Company’s methodology for developing its allowance and expected losses, see Note 2 to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

For the three months ended March 31, 2024, the net addition to the allowance for credit losses on commercial mortgage and other loans was primarily due to an increase in loan-specific reserves within the office sector. For the three months ended March 31, 2023, the net addition to the allowance for credit losses on commercial mortgage and other loans was due to increases to reserves to reflect declining market conditions and an increase in loan-specific reserves.

16

PRUDENTIAL FINANCIAL, INC.

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

The following tables set forth key credit quality indicators based upon the recorded investment gross of allowance for credit losses, as of the dates indicated:

	March 31, 2024
	Amortized Cost by Origination Year
	2024		2023		2022		2021		2020		Prior		Revolving Loans		Total
	(in millions)
Commercial mortgage loans
Loan-to-Value Ratio:
0%-59.99%	$	57	$	1,476	$	906	$	2,195	$	1,426	$	18,767	$	0	$	24,827
60%-69.99%	1,201		2,690		1,449		2,568		1,094		6,261		0		15,263
70%-79.99%	114		959		1,027		1,250		421		3,165		0		6,936
80% or greater	3		134		320		186		313		3,264		0		4,220
Total	$	1,375	$	5,259	$	3,702	$	6,199	$	3,254	$	31,457	$	0	$	51,246
Debt Service Coverage Ratio:
Greater than 1.2x	$	1,222	$	4,777	$	3,187	$	6,066	$	3,162	$	27,975	$	0	$	46,389
1.0 - 1.2x	153		332		363		53		38		2,141		0		3,080
Less than 1.0x	0		150		152		80		54		1,341		0		1,777
Total	$	1,375	$	5,259	$	3,702	$	6,199	$	3,254	$	31,457	$	0	$	51,246
Agricultural property loans
Loan-to-Value Ratio:
0%-59.99%	$	39	$	361	$	900	$	2,031	$	760	$	1,880	$	112	$	6,083
60%-69.99%	58		574		625		10		53		29		50		1,399
70%-79.99%	0		0		0		0		0		0		0		0
80% or greater	0		0		0		0		0		22		0		22
Total	$	97	$	935	$	1,525	$	2,041	$	813	$	1,931	$	162	$	7,504
Debt Service Coverage Ratio:
Greater than 1.2x	$	93	$	930	$	1,512	$	2,029	$	741	$	1,734	$	162	$	7,201
1.0 - 1.2x	4		0		5		4		56		146		0		215
Less than 1.0x	0		5		8		8		16		51		0		88
Total	$	97	$	935	$	1,525	$	2041	$	813	$	1,931	$	162	$	7,504

17

PRUDENTIAL FINANCIAL, INC.

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

	December 31, 2023
	Amortized Cost by Origination Year
	2023		2022		2021		2020		2019		Prior		Revolving Loans		Total
	(in millions)
Commercial mortgage loans
Loan-to-Value Ratio:
0%-59.99%	$	1,822	$	911	$	2,264	$	1,437	$	3,205	$	16,569	$	0	$	26,208
60%-69.99%	2,765		1,440		2,541		1,107		2,146		4,530		0		14,529
70%-79.99%	1,001		1,004		1,278		401		1,013		2,277		0		6,974
80% or greater	145		357		203		330		209		2,804		0		4,048
Total	$	5,733	$	3,712	$	6,286	$	3,275	$	6,573	$	26,180	$	0	$	51,759
Debt Service Coverage Ratio:
Greater than 1.2x	$	5,237	$	3,194	$	6,122	$	3,182	$	5,988	$	23,196	$	0	$	46,919
1.0 - 1.2x	346		366		82		38		265		1,713		0		2,810
Less than 1.0x	150		152		82		55		320		1,271		0		2,030
Total	$	5,733	$	3,712	$	6,286	$	3,275	$	6,573	$	26,180	$	0	$	51,759
Agricultural property loans
Loan-to-Value Ratio:
0%-59.99%	$	360	$	880	$	2,027	$	774	$	455	$	1,481	$	74	$	6,051
60%-69.99%	586		668		25		50		20		4		0		1,353
70%-79.99%	7		0		0		0		0		0		0		7
80% or greater	0		0		0		0		15		0		0		15
Total	$	953	$	1,548	$	2,052	$	824	$	490	$	1,485	$	74	$	7,426
Debt Service Coverage Ratio:
Greater than 1.2x	$	948	$	1,535	$	2,040	$	750	$	489	$	1,290	$	74	$	7,126
1.0 - 1.2x	0		5		4		58		0		151		0		218
Less than 1.0x	5		8		8		16		1		44		0		82
Total	$	953	$	1,548	$	2,052	$	824	$	490	$	1,485	$	74	$	7,426

For additional information regarding the Company’s commercial mortgage and other loans credit quality monitoring process, see Note 2 to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

The Company may grant loan modifications in its commercial mortgage and other loan portfolios to borrowers experiencing financial difficulties. These loan modifications may be in the form of principal forgiveness, interest rate reduction, other-than-insignificant payment delay, term extension or some combination thereof.

During the three months ended March 31, 2024, a commercial mortgage loan with an amortized cost of $162 million was granted a term extension with a borrower experiencing financial difficulties. The modified loan represents less than 1 percent of the portfolio. This modification added less than one year to the weighted average life of loans in this portfolio.

For the three months ended March 31, 2024, the Company did not have any commercial mortgage loans that were modified to borrowers experiencing financial difficulty that are not considered current.

The Company did not have any commitments to lend additional funds to borrowers experiencing financial difficulty on modified loans as of March 31, 2024.

18

PRUDENTIAL FINANCIAL, INC.

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

The following tables set forth an aging of past due commercial mortgage and other loans based upon the recorded investment gross of allowance for credit losses, as well as the amount of commercial mortgage and other loans on non-accrual status, as of the dates indicated:

	March 31, 2024
	Current		30-59 Days Past Due		60-89 Days Past Due		90 Days or More Past Due(1)(2)		Total Past Due		Total Loans		Non-Accrual Status(3)
	(in millions)
Commercial mortgage loans	$	51,007	$	0	$	0	$	239	$	239	$	51,246	$	239
Agricultural property loans	7,379		78		0		47		125		7,504		62
Residential property loans	26		0		0		0		0		26		0
Other collateralized loans	125		0		0		0		0		125		0
Uncollateralized loans	394		0		0		0		0		394		25
Total	$	58,931	$	78	$	0	$	286	$	364	$	59,295	$	326

__________

(1)As of March 31, 2024, there were no loans in this category accruing interest.

(2)Primarily includes loans for which no credit losses are expected due to U.S. agency guarantees.

(3)For additional information regarding the Company’s policies for accruing interest on loans, see Note 2 to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

	December 31, 2023
	Current		30-59 Days Past Due		60-89 Days Past Due		90 Days or More Past Due(1)(2)		Total Past Due		Total Loans		Non-Accrual Status(3)
	(in millions)
Commercial mortgage loans	$	51,665	$	34	$	0	$	60	$	94	$	51,759	$	94
Agricultural property loans	7,392		15		15		4		34		7,426		38
Residential property loans	30		0		0		0		0		30		0
Other collateralized loans	125		0		0		0		0		125		0
Uncollateralized loans	425		0		0		0		0		425		25
Total	$	59,637	$	49	$	15	$	64	$	128	$	59,765	$	157

__________

(1)As of December 31, 2023, there were no loans in this category accruing interest.

(2)Primarily includes loans for which no credit losses are expected due to U.S. agency guarantees.

(3)For additional information regarding the Company’s policies for accruing interest on loans, see Note 2 to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

Loans on non-accrual status recognized interest of less than $1 million for both the three months ended March 31, 2024 and 2023. Loans on non-accrual status that did not have a related allowance for credit losses were $122 million and $126 million as of March 31, 2024 and December 31, 2023, respectively.

The Company did not have any losses on commercial mortgage and other loans purchased with credit deterioration as of March 31, 2024 or December 31, 2023.

19

PRUDENTIAL FINANCIAL, INC.

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

Other Invested Assets

The following table sets forth the composition of “Other invested assets,” as of the dates indicated:

	March 31, 2024		December 31, 2023
	(in millions)
LPs/LLCs:
Equity method:
Private equity	$	9,307	$	8,929
Hedge funds	3,215		3,164
Real estate-related	2,859		2,578
Subtotal equity method	15,381		14,671
Fair value:
Private equity	1,642		1,247
Hedge funds	2,081		2,078
Real estate-related	795		800
Subtotal fair value	4,518		4,125
Total LPs/LLCs	19,899		18,796
Real estate held through direct ownership(1)	1,773		1,794
Derivative instruments	1,377		1,100
Other(2)	1,178		1,165
Total other invested assets	$	24,227	$	22,855

_________ 

(1)As of March 31, 2024 and December 31, 2023, real estate held through direct ownership had mortgage debt of $153 million and $158 million, respectively.

(2)Primarily includes equity investments accounted for under the measurement alternative, strategic investments made by investment management operations, leveraged leases and member and activity stock held in the Federal Home Loan Bank of New York. For additional information regarding the Company’s holdings in the Federal Home Loan Bank of New York, see Note 18 to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

Accrued Investment Income

The following table sets forth the composition of “Accrued investment income,” as of the dates indicated:

	March 31, 2024		December 31, 2023
	(in millions)
Fixed maturities	$	2,803	$	2,727
Equity securities	8		6
Commercial mortgage and other loans	216		224
Policy loans	237		259
Other invested assets	35		23
Short-term investments and cash equivalents	62		48
Total accrued investment income	$	3,361	$	3,287

Write-downs on accrued investment income were less than $1 million for both the three months ended March 31, 2024 and 2023.

20

PRUDENTIAL FINANCIAL, INC.

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

Net Investment Income

The following table sets forth “Net investment income” by investment type, for the periods indicated: 

	Three Months Ended March 31,
	2024		2023
	(in millions)
Fixed maturities, available-for-sale(1)	$	3,592	$	3,235
Fixed maturities, held-to-maturity(1)	0		50
Fixed maturities, trading	116		55
Assets supporting experience-rated contractholder liabilities	14		13
Equity securities	38		40
Commercial mortgage and other loans	611		543
Policy loans	122		124
Other invested assets	321		310
Short-term investments and cash equivalents	298		238
Gross investment income	5,112		4,608
Less: investment expenses	(348)		(288)
Net investment income	$	4,764	$	4,320

__________ 

(1)Includes income on credit-linked notes which are reported on the same financial statement line items as related surplus notes, as conditions are met for right to offset.

Realized Investment Gains (Losses), Net

The following table sets forth “Realized investment gains (losses), net” by investment type, for the periods indicated:

	Three Months Ended March 31,
	2024		2023
	(in millions)
Fixed maturities(1)	$	18	$	(155)
Commercial mortgage and other loans	(51)		(12)
Investment real estate	2		32
LPs/LLCs	19		(16)
Derivatives	(233)		358
Other	(63)		10
Realized investment gains (losses), net	$	(308)	$	217

__________ 

(1)Excludes fixed maturity securities classified as trading.

21

PRUDENTIAL FINANCIAL, INC.

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

Net Unrealized Gains (Losses) on Investments within AOCI

The following table sets forth net unrealized gains (losses) on investments, as of the dates indicated:

	March 31, 2024		December 31, 2023
	(in millions)
Fixed maturity securities, available-for-sale with an allowance	$	(73)	$	(72)
Fixed maturity securities, available-for-sale without an allowance	(23,474)		(18,045)
Derivatives designated as cash flow hedges(1)	1,199		869
Derivatives designated as fair value hedges(1)	(51)		(60)
Other investments(2)	54		57
Net unrealized gains (losses) on investments	$	(22,345)	$	(17,251)

__________ 

(1)For additional information regarding cash flow and fair value hedges, see Note 5.

(2)Includes net unrealized gains on certain joint ventures that are strategic in nature and are included in “Other assets.”

Repurchase Agreements and Securities Lending

In the normal course of business, the Company sells securities under agreements to repurchase and enters into securities lending transactions. The following table sets forth the composition of “Securities sold under agreements to repurchase,” as of the dates indicated:

	March 31, 2024								December 31, 2023
	Remaining Contractual Maturities of the Agreements								Remaining Contractual Maturities of the Agreements
	Overnight & Continuous		Up to 30 Days		30 to 90 Days		Total		Overnight & Continuous		Up to 30 Days		30 to 90 Days		Total
	(in millions)
U.S. Treasury securities and obligations of U.S. government authorities and agencies	$	6,402	$	0	$	0	$	6,402	$	5,693	$	0	$	0	$	5,693
U.S. public corporate securities	0		161		0		161		0		118		0		118
Commercial mortgage-backed securities	0		0		0		0		245		0		0		245
Total securities sold under agreements to repurchase	$	6,402	$	161	$	0	$	6,563	$	5,938	$	118	$	0	$	6,056

The following table sets forth the composition of “Cash collateral for loaned securities” which represents the liability to return cash collateral received for the following types of securities loaned, as of the dates indicated:

22

PRUDENTIAL FINANCIAL, INC.

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

	March 31, 2024						December 31, 2023
	Remaining Contractual Maturities of the Agreements						Remaining Contractual Maturities of the Agreements
	Overnight & Continuous		Up to 30 Days		Total		Overnight & Continuous		Up to 30 Days		Total
	(in millions)
U.S. Treasury securities and obligations of U.S. government authorities and agencies	$	1	$	0	$	1	$	1	$	0	$	1
Obligations of U.S. states and their political subdivisions	43		0		43		67		0		67
Foreign government bonds	173		4		177		242		0		242
U.S. public corporate securities	5,185		334		5,519		4,399		420		4,819
Foreign public corporate securities	876		83		959		649		76		725
Equity securities	278		1		279		623		0		623
Total cash collateral for loaned securities(1)	$	6,556	$	422	$	6,978	$	5,981	$	496	$	6,477

__________ 

(1)The Company did not have any agreements with remaining contractual maturities greater than thirty days, as of the dates indicated.

4. VARIABLE INTEREST ENTITIES

In the normal course of its activities, the Company enters into relationships with various special-purpose entities and other entities that are deemed to be variable interest entities (“VIEs”). For additional information, see Note 4 to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

Consolidated Variable Interest Entities

The table below reflects the carrying amount and balance sheet caption in which the assets and liabilities of consolidated VIEs are reported. The liabilities primarily comprise obligations under debt instruments issued by the VIEs. The creditors of these VIEs do not have recourse to the Company in excess of the assets contained within the VIEs.

	Consolidated VIEs for which the Company is the Investment Manager(1)				Other Consolidated VIEs(1)
	March 31, 2024		December 31, 2023		March 31, 2024		December 31, 2023
	(in millions)
Fixed maturities, available-for-sale	$	717	$	539	$	1,413	$	836
Fixed maturities, trading	560		943		0		0
Equity securities	86		106		0		0
Commercial mortgage and other loans	712		764		0		0
Other invested assets	5,151		4,319		534		485
Cash and cash equivalents	304		302		1		0
Accrued investment income	7		7		2		3
Other assets	712		1,023		603		636
Total assets of consolidated VIEs	$	8,249	$	8,003	$	2,553	$	1,960
Other liabilities	$	164	$	588	$	0	$	0
Notes issued by consolidated VIEs(2)	1,097		1,374		35		0
Total liabilities of consolidated VIEs	$	1,261	$	1,962	$	35	$	0

__________

(1)Total assets of consolidated VIEs reflect $4,176 million and $4,003 million as of March 31, 2024 and December 31, 2023, respectively, related to VIEs whose beneficial interests are wholly-owned by consolidated subsidiaries.

23

PRUDENTIAL FINANCIAL, INC.

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

(2)Recourse is limited to the assets of the respective VIE and does not extend to the general credit of the Company. As of March 31, 2024, the maturities of these obligations were between 0 and 13 years.

Unconsolidated Variable Interest Entities

The Company has determined that it is not the primary beneficiary of certain VIEs for which it may or may not be the investment manager. The Company’s maximum exposure to loss resulting from its relationship with unconsolidated VIEs is limited to its investment in the VIEs, which was $1,207 million and $1,165 million as of March 31, 2024 and December 31, 2023, respectively. These investments are reflected in “Fixed maturities, available-for-sale,” “Fixed maturities, trading,” “Equity securities” and “Other invested assets.” There are no liabilities associated with these unconsolidated VIEs on the Company’s Unaudited Interim Consolidated Statements of Financial Position.

In addition, in the normal course of its activities, the Company will invest in structured investments including VIEs for which it is not the investment manager. These structured investments typically invest in fixed income investments and are managed by third parties and include asset-backed securities, commercial mortgage-backed securities and residential mortgage-backed securities. The Company’s maximum exposure to loss on these structured investments, both VIEs and non-VIEs, is limited to the amount of its investment. See Note 3 for details regarding the carrying amounts and classification of these assets. The Company has not provided material financial or other support that was not contractually required to these structures. The Company has determined that it is not the primary beneficiary of these structures due to the fact that it does not control these entities.

Limited Partnerships and Limited Liability Companies

In the normal course of its activities, the Company will invest in limited partnerships and limited liability companies (“LPs/LLCs”), which include hedge funds, private equity funds and real estate-related funds and may or may not be VIEs. The Company classifies these investments as “Other invested assets” and its maximum exposure to loss associated with these VIE and non-VIE entities is limited to the amount of its investment, which was $19,899 million and $18,796 million as of March 31, 2024 and December 31, 2023, respectively.

5. DERIVATIVES AND HEDGING

Types of Derivative and Hedging Instruments

The Company utilizes various derivatives and hedging instruments to manage certain of its risks. Commonly used derivative and non-derivative hedging instruments include, but are not necessarily limited to:

•Interest rate contracts: futures, swaps, forwards, options, caps and floors

•Equity contracts: futures, options and total return swaps

•Foreign exchange contracts: futures, options, forwards, swaps, and foreign currency debt instruments

•Credit contracts: single and index reference credit default swaps

Other types of financial contracts that the Company accounts for as derivatives are:

•To-be-announced (“TBA”) forward contracts, loan commitments, embedded derivatives and synthetic guaranteed investment contracts (“GICs”).

For detailed information regarding these contracts and the related strategies, see Note 5 to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

Primary Risks Managed by Derivatives

The table below provides a summary of the gross notional amount and fair value of derivative contracts by the primary underlying risks they are utilized to manage, excluding embedded derivatives. Many derivative instruments contain multiple underlying risks. The fair value amounts below represent the value of derivative contracts prior to taking into account the netting effects of master netting agreements and cash collateral. These netting impacts resulted in total derivative assets of $1,380 million and $1,103 million as of March 31, 2024 and December 31, 2023, respectively, and total derivative liabilities of $4,485 million and $4,181 million as of March 31, 2024 and December 31, 2023, respectively, reflected in the Unaudited Interim Consolidated Statements of Financial Position.

24

PRUDENTIAL FINANCIAL, INC.

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

Primary Underlying Risk /Instrument Type	March 31, 2024						December 31, 2023
			Fair Value						Fair Value
	Gross Notional		Assets		Liabilities		Gross Notional		Assets		Liabilities
	(in millions)
Derivatives Designated as Hedge Accounting Instruments:
Interest Rate
Interest Rate Swaps	$	3,396	$	27	$	(314)	$	3,582	$	55	$	(252)
Interest Rate Forwards	0		0		0		0		0		0
Foreign Currency
Foreign Currency Forwards	4,776		52		(177)		4,748		43		(195)
Currency/Interest Rate
Foreign Currency Swaps	28,495		2,222		(538)		27,933		1,952		(676)
Total Derivatives Designated as Hedge Accounting Instruments	$	36,667	$	2,301	$	(1,029)	$	36,263	$	2,050	$	(1,123)
Derivatives Not Qualifying as Hedge Accounting Instruments:
Interest Rate
Interest Rate Swaps	$	223,711	$	10,079	$	(23,743)	$	224,445	$	8,604	$	(21,599)
Interest Rate Futures	9,140		8		(1)		10,448		7		(26)
Interest Rate Options	32,346		309		(1,258)		32,718		292		(1,095)
Interest Rate Forwards	3,269		53		(48)		3,678		39		(14)
Foreign Currency
Foreign Currency Forwards	28,615		1,442		(1,316)		27,686		965		(954)
Foreign Currency Options	0		0		0		0		0		0
Currency/Interest Rate
Foreign Currency Swaps	7,632		569		(144)		7,771		502		(164)
Credit
Credit Default Swaps	6,859		130		(17)		3,446		64		0
Equity
Equity Futures	615		0		0		672		1		(2)
Equity Options	61,236		3,191		(2,140)		51,792		1,688		(1,662)
Total Return Swaps	9,921		79		(339)		9,237		48		(514)
Other
Other(1)	1,250		0		0		1,250		0		0
Synthetic GICs	77,683		1		(1)		78,009		1		(1)
Total Derivatives Not Qualifying as Hedge Accounting Instruments	$	462,277	$	15,861	$	(29,007)	$	451,152	$	12,211	$	(26,031)
Total Derivatives(2)(3)	$	498,944	$	18,162	$	(30,036)	$	487,415	$	14,261	$	(27,154)

__________

(1)“Other” primarily includes derivative contracts used to improve the balance of the Company’s tail longevity and mortality risk. Under these contracts, the Company’s gains (losses) are capped at the notional amount.

(2)Excludes embedded derivatives which contain multiple underlying risks. The fair value of these embedded derivatives was a net liability of $9,717 million (including the Prismic funds withheld related embedded derivative net liability of $224 million) and $8,096 million (including the Prismic funds withheld related embedded derivative net liability of $508 million) as of March 31, 2024 and December 31, 2023, respectively, primarily included in “Policyholder account balances” and “Reinsurance and funds withheld payables.”    

(3)Recorded in “Other invested assets” and “Other liabilities” on the Unaudited Interim Consolidated Statements of Financial Position.

25

PRUDENTIAL FINANCIAL, INC.

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

As of March 31, 2024, the following amounts were recorded on the Unaudited Interim Consolidated Statements of Financial Position related to the carrying amount of the hedged assets (liabilities) and cumulative basis adjustments included in the carrying amount for fair value hedges.

	March 31, 2024				December 31, 2023
Balance Sheet Line Item in which Hedged Item is Recorded	Carrying Amount of the Hedged Assets (Liabilities)		Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Assets (Liabilities)(1)		Carrying Amount of the Hedged Assets (Liabilities)		Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Assets (Liabilities)(1)
	(in millions)
Fixed maturities, available-for-sale, at fair value	$	219	$	14	$	224	$	19
Policyholders’ account balances	$	(759)	$	281	$	(810)	$	219
Future policy benefits	$	(2,368)	$	362	$	(2,441)	$	298

__________

(1)There were no material fair value hedging adjustments for hedged assets and liabilities for which hedge accounting has been discontinued.

Most of the Company’s derivatives do not qualify for hedge accounting for various reasons. For example: (i) derivatives that economically hedge embedded derivatives do not qualify for hedge accounting because changes in the fair value of the embedded derivatives are already recorded in net income; (ii) derivatives that are utilized as macro hedges of the Company’s exposure to various risks typically do not qualify for hedge accounting because they do not meet the criteria required under portfolio hedge accounting rules; and (iii) synthetic GICs, which are product standalone derivatives, do not qualify as hedging instruments under hedge accounting rules.

Offsetting Assets and Liabilities

The following tables present recognized derivative instruments (excluding embedded derivatives), and repurchase and reverse repurchase agreements that are offset in the Unaudited Interim Consolidated Statements of Financial Position, and/or are subject to an enforceable master netting arrangement or similar agreement, irrespective of whether they are offset in the Unaudited Interim Consolidated Statements of Financial Position.

	March 31, 2024
	Gross Amounts of Recognized Financial Instruments		Gross Amounts Offset in the Statements of Financial Position		Net Amounts Presented in the Statements of Financial Position		Financial Instruments/ Collateral(1)		Net Amount
	(in millions)
Offsetting of Financial Assets:
Derivatives	$	18,054	$	(16,782)	$	1,272	$	(489)	$	783
Securities purchased under agreement to resell	162		0		162		(162)		0
Total assets	$	18,216	$	(16,782)	$	1,434	$	(651)	$	783
Offsetting of Financial Liabilities:
Derivatives	$	30,035	$	(25,551)	$	4,484	$	(4,317)	$	167
Securities sold under agreement to repurchase	6,563		0		6,563		(6,563)		0
Total liabilities	$	36,598	$	(25,551)	$	11,047	$	(10,880)	$	167

26

PRUDENTIAL FINANCIAL, INC.

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

	December 31, 2023
	Gross Amounts of Recognized Financial Instruments		Gross Amounts Offset in the Statements of Financial Position		Net Amounts Presented in the Statements of Financial Position		Financial Instruments/ Collateral(1)		Net Amount
	(in millions)
Offsetting of Financial Assets:
Derivatives	$	14,169	$	(13,158)	$	1,011	$	(240)	$	771
Securities purchased under agreement to resell	388		0		388		(363)		25
Total assets	$	14,557	$	(13,158)	$	1,399	$	(603)	$	796
Offsetting of Financial Liabilities:
Derivatives	$	27,154	$	(22,973)	$	4,181	$	(3,775)	$	406
Securities sold under agreement to repurchase	6,056		0		6,056		(5,811)		245
Total liabilities	$	33,210	$	(22,973)	$	10,237	$	(9,586)	$	651

__________

(1)Amounts exclude the excess of collateral received/pledged from/to the counterparty.

For information regarding the rights of offset associated with the derivative assets and liabilities in the table above, see “—Counterparty Credit Risk” below. For securities purchased under agreements to resell and securities sold under agreements to repurchase, the Company monitors the value of the securities and maintains collateral, as appropriate, to protect against credit exposure. Where the Company has entered into repurchase and resale agreements with the same counterparty, in the event of default, the Company would generally be permitted to exercise rights of offset. For additional information regarding the Company’s accounting policy for securities repurchase and resale agreements, see Note 2 to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

Cash Flow, Fair Value and Net Investment Hedges

The primary derivative and non-derivative instruments used by the Company in its fair value, cash flow and net investment hedge accounting relationships are interest rate swaps, currency swaps, currency forwards, and foreign currency denominated debts. These instruments are only designated for hedge accounting in instances where the appropriate criteria are met. The Company does not use futures, options, credit, or equity derivatives in any of its fair value, cash flow or net investment hedge accounting relationships.

27

PRUDENTIAL FINANCIAL, INC.

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

The following tables provide the financial statement classification and impact of derivatives used in qualifying and non-qualifying hedge relationships, including the offset of the hedged item in fair value hedge relationships.

	Three Months Ended March 31, 2024
	Realized Investment Gains (Losses)		Change in Value of Market Risk Benefits, Net of Related Hedging Gain (Loss)		Net Investment Income		Other Income (Loss)		Interest Expense		Interest Credited to Policyholders’ Account Balances		Policyholders’ Benefits		Change in AOCI(1)
	(in millions)
Derivatives Designated as Hedge Accounting Instruments:
Fair value hedges
Gains (losses) on derivatives designated as hedge instruments:
Interest Rate	$	4	$	0	$	0	$	0	$	0	$	(50)	$	(59)	$	0
Currency	0		0		0		0		0		0		(16)		0
Total gains (losses) on derivatives designated as hedge instruments	4		0		0		0		0		(50)		(75)		0
Gains (losses) on the hedged item:
Interest Rate	(4)		0		3		0		0		62		48		0
Currency	0		0		0		0		0		0		14		0
Total gains (losses) on hedged item	(4)		0		3		0		0		62		62		0
Amortization for gains (losses) excluded from assessment of the effectiveness
Currency	0		0		0		0		0		0		(2)		10
Total amortization for gain (loss) excluded from assessment of the effectiveness	0		0		0		0		0		0		(2)		10
Total gains (losses) on fair value hedges net of hedged item	0		0		3		0		0		12		(15)		10
Cash flow hedges
Interest Rate	0		0		(3)		0		0		0		0		(10)
Currency	0		0		0		0		0		0		0		15
Currency/Interest Rate	3		0		76		78		0		0		0		325
Total gains (losses) on cash flow hedges	3		0		73		78		0		0		0		330
Net investment hedges
Currency	0		0		0		0		0		0		0		11
Currency/Interest Rate	0		0		0		0		0		0		0		0
Total gains (losses) on net investment hedges	0		0		0		0		0		0		0		11
Derivatives Not Qualifying as Hedge Accounting Instruments:
Interest Rate	(662)		(961)		0		0		0		0		0		0
Currency	(26)		0		0		2		0		0		0		0
Currency/Interest Rate	106		0		0		1		0		0		0		0
Credit	52		0		0		0		0		0		0		0
Equity	1,449		(493)		0		0		0		0		0		0
Other	0		0		0		0		0		0		0		0
Embedded Derivatives(2)	(1,070)		0		0		0		0		0		0		0
Total gains (losses) on derivatives not qualifying as hedge accounting instruments	(151)		(1,454)		0		3		0		0		0		0
Total	$	(148)	$	(1,454)	$	76	$	81	$	0	$	12	$	(15)	$	351

28

PRUDENTIAL FINANCIAL, INC.

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

	Three Months Ended March 31, 2023
	Realized Investment Gains (Losses)		Change in Value of Market Risk Benefits, Net of Related Hedging Gain (Loss)		Net Investment Income		Other Income (Loss)		Interest Expense		Interest Credited to Policyholders’ Account Balances		Policyholders’ Benefits		Change in AOCI(1)
	(in millions)
Derivatives Designated as Hedge Accounting Instruments:
Fair value hedges
Gains (losses) on derivatives designated as hedge instruments:
Interest Rate	$	(3)	$	0	$	0	$	0	$	0	$	37	$	43	$	0
Currency	0		0		(1)		0		0		0		49		0
Total gains (losses) on derivatives designated as hedge instruments	(3)		0		(1)		0		0		37		92		0
Gains (losses) on the hedged item:
Interest Rate	4		0		3		0		0		(37)		(48)		0
Currency	0		0		1		0		0		0		(47)		0
Total gains (losses) on hedged item	4		0		4		0		0		(37)		(95)		0
Amortization for gains (losses) excluded from assessment of the effectiveness
Currency	0		0		0		0		0		0		(2)		(20)
Total amortization for gain (loss) excluded from assessment of the effectiveness	0		0		0		0		0		0		(2)		(20)
Total gains (losses) on fair value hedges net of hedged item	1		0		3		0		0		0		(5)		(20)
Cash flow hedges
Interest Rate	(22)		0		(1)		0		0		0		0		43
Currency	5		0		0		0		0		0		0		(38)
Currency/Interest Rate	36		0		83		(80)		0		0		0		(277)
Total gains (losses) on cash flow hedges	19		0		82		(80)		0		0		0		(272)
Net investment hedges
Currency	0		0		0		0		0		0		0		(1)
Currency/Interest Rate	0		0		0		0		0		0		0		0
Total gains (losses) on net investment hedges	0		0		0		0		0		0		0		(1)
Derivatives Not Qualifying as Hedge Accounting Instruments:
Interest Rate	546		267		0		0		0		0		0		0
Currency	(161)		0		0		1		0		0		0		0
Currency/Interest Rate	(28)		0		0		(2)		0		0		0		0
Credit	46		0		0		0		0		0		0		0
Equity	189		(238)		0		0		0		0		0		0
Other	0		0		0		0		0		0		0		0
Embedded Derivatives	(245)		0		0		0		0		0		0		0
Total gains (losses) on derivatives not qualifying as hedge accounting instruments	347		29		0		(1)		0		0		0		0
Total	$	367	$	29	$	85	$	(81)	$	0	$	0	$	(5)	$	(293)

__________

(1)Excluding changes related to net investment hedges using non-derivative instruments of $39 million and $(1) million for the three months ended March 31, 2024 and 2023, respectively.

(2)Includes the Prismic funds withheld related embedded derivative realized gain (loss) of $283 million for the three months ended March 31, 2024.

29

PRUDENTIAL FINANCIAL, INC.

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

Presented below is a rollforward of current period cash flow hedges in AOCI before taxes:

	(in millions)
Balance, December 31, 2023	$	869
Amount recorded in AOCI:
Interest Rate	(12)
Currency	17
Currency/Interest Rate	481
Total amount recorded in AOCI	486
Amount reclassified from AOCI to income:
Interest Rate	3
Currency	(2)
Currency/Interest Rate	(157)
Total amount reclassified from AOCI to income	(156)
Balance, March 31, 2024	$	1,199

The changes in fair value of cash flow hedges are deferred in AOCI and are included in “Net unrealized investment gains (losses)” in the Unaudited Interim Consolidated Statements of Comprehensive Income; these amounts are then reclassified to earnings when the hedged item affects earnings. Using March 31, 2024 values, it is estimated that a pre-tax gain of approximately $315 million is expected to be reclassified from AOCI to earnings during the subsequent twelve months ending March 31, 2025.

The exposures the Company is hedging with these qualifying cash flow hedges include the variability of future cash flows from forecasted transactions denominated in foreign currencies, the purchases of invested assets, and the receipt or payment of variable interest on existing financial instruments. The maximum length of time over which the Company is hedging its exposure to the variability in future cash flows for forecasted transactions is 27 years.

There were no material amounts reclassified from AOCI 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. In addition, there were no instances in which the Company discontinued fair value hedge accounting due to a hedged firm commitment no longer qualifying as a fair value hedge.

For net investment hedges, in addition to derivatives, the Company uses foreign currency denominated debt to hedge the risk of change in the net investment in a foreign subsidiary due to changes in exchange rates. For effective net investment hedges, the amounts, before applicable taxes, recorded in the cumulative translation adjustment within AOCI were $49 million for the three months ended March 31, 2024 and $(2) million for the three months ended March 31, 2023, respectively.

Credit Derivatives

The following tables provide a summary of the notional and fair value of written credit protection, presented as assets (liabilities). The Company’s maximum amount at risk under these credit derivatives, assuming the value of the underlying referenced securities become worthless, is equal to the notional amounts. These credit derivatives have maturities of less than 11 years for index reference.

30

PRUDENTIAL FINANCIAL, INC.

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

	March 31, 2024
	NAIC Rating Designation of Underlying Credit Obligation(1)
	NAIC 1				NAIC 2				NAIC 3				NAIC 4				NAIC 5				NAIC 6(2)				Total
	Gross Notional		Fair Value		Gross Notional		Fair Value		Gross Notional		Fair Value		Gross Notional		Fair Value		Gross Notional		Fair Value		Gross Notional		Fair Value		Gross Notional		Fair Value
	(in millions)
Single name reference(3)	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0
Index reference(3)	0		0		0		0		5,286		73		0		0		0		0		801		57		6,087		130
Total	$	0	$	0	$	0	$	0	$	5,286	$	73	$	0	$	0	$	0	$	0	$	801	$	57	$	6,087	$	130

	December 31, 2023
	NAIC Rating Designation of Underlying Credit Obligation(1)
	NAIC 1				NAIC 2				NAIC 3				NAIC 4				NAIC 5				NAIC 6(2)				Total
	Gross Notional		Fair Value		Gross Notional		Fair Value		Gross Notional		Fair Value		Gross Notional		Fair Value		Gross Notional		Fair Value		Gross Notional		Fair Value		Gross Notional		Fair Value
	(in millions)
Single name reference(3)	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0
Index reference(3)	0		0		0		0		2,723		19		0		0		89		5		634		40		3,446		64
Total	$	0	$	0	$	0	$	0	$	2,723	$	19	$	0	$	0	$	89	$	5	$	634	$	40	$	3,446	$	64

_________

(1)The NAIC rating designations are based on availability and the lowest ratings among Moody's Investors Service, Inc. (“Moody's”), Standard & Poor’s Rating Services (“S&P”) and Fitch Ratings Inc. (“Fitch”). If no rating is available from a rating agency, a NAIC 6 rating is used.

(2)The NAIC rating designation is due to approximately 5% and 3% as of March 31, 2024 and December 31, 2023, respectively, of the index reference name rated as NAIC 6.

(3)Single name credit default swaps may make reference to the credit of corporate debt, sovereign debt, and structured finance. Index reference NAIC designations are based on the lowest rated single name reference included in the index.

In addition to writing 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 March 31, 2024 and December 31, 2023, the Company had $772 million and $0 million of outstanding notional amounts and reported at fair value as a liability of $17 million and an asset of $0 million, respectively.

Counterparty Credit Risk

The Company is exposed to losses in the event of non-performance by counterparties to financial derivative transactions with a positive fair value. The Company manages credit risk by: (i) entering into derivative transactions with highly rated major financial institutions and other creditworthy counterparties governed by master netting agreements, as applicable; (ii) trading through central clearing and over-the-counter (“OTC”) parties; (iii) obtaining collateral, such as cash and securities, when appropriate; and (iv) setting limits on single party credit exposures which are subject to periodic management review.

Substantially all of the Company’s derivative agreements have zero thresholds which require daily full collateralization by the party in a liability position. In addition, certain of the Company’s derivative agreements contain credit-risk related contingent features; if the credit rating of one of the parties to the derivative agreement is to fall below a certain level, the party with positive fair value could request termination at the then fair value or demand immediate full collateralization from the party whose credit rating fell and is in a net liability position.

As of March 31, 2024, there were no net liability derivative positions with counterparties with credit risk-related contingent features. All derivatives have been appropriately collateralized by the Company or the counterparty in accordance with the terms of the derivative agreements.

31

PRUDENTIAL FINANCIAL, INC.

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

6. FAIR VALUE OF ASSETS AND LIABILITIES

Fair Value Measurement—Fair value represents 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 fair value guidance establishes a framework for measuring fair value that includes a hierarchy used to classify the inputs used in measuring fair value. 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 the Company for identical assets or liabilities.

Level 2—Fair value is based on significant inputs, other than quoted prices included in Level 1, 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 prices in active markets for similar assets and liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, and other market observable inputs.

Level 3—Fair value is based on at least one significant unobservable input for the asset or liability. The assets and liabilities in this category may require significant judgment or estimation in determining the fair value.

For a discussion of Company’s valuation methodologies for assets and liabilities measured at fair value and the fair value hierarchy, see Note 6 to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

32

PRUDENTIAL FINANCIAL, INC.

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

Assets and Liabilities by Hierarchy Level—The tables below present the balances of assets and liabilities reported at fair value on a recurring basis, as of the dates indicated.

	March 31, 2024
	Level 1		Level 2		Level 3		Netting(1)		Total
	(in millions)
Fixed maturities, available-for-sale:
U.S. Treasury securities and obligations of U.S. government authorities and agencies	$	0	$	23,031	$	0	$		$	23,031
Obligations of U.S. states and their political subdivisions	0		8,272		6				8,278
Foreign government bonds	0		64,561		7				64,568
U.S. corporate public securities	0		101,268		68				101,336
U.S. corporate private securities(2)	0		37,907		3,115				41,022
Foreign corporate public securities	0		20,584		79				20,663
Foreign corporate private securities	0		30,606		1,703				32,309
Asset-backed securities(3)	0		13,578		1,652				15,230
Commercial mortgage-backed securities	0		8,713		935				9,648
Residential mortgage-backed securities	0		2,400		25				2,425
Subtotal	0		310,920		7,590				318,510
Assets supporting experience-rated contractholder liabilities:
U.S. Treasury securities and obligations of U.S. government authorities and agencies	0		208		0				208
Foreign government bonds	0		587		0				587
Corporate securities	0		75		0				75
Equity securities	1,121		1,368		0				2,489
Subtotal	1,121		2,238		0				3,359
Market risk benefit assets	0		0		2,225				2,225
Fixed maturities, trading	0		8,958		1,330				10,288
Equity securities	4,985		1,733		506				7,224
Commercial mortgage and other loans	0		157		0				157
Other invested assets(5)	37		18,125		865		(16,782)		2,245
Short-term investments	301		4,294		32				4,627
Cash equivalents	1,252		7,443		0				8,695
Reinsurance recoverables and deposit receivables	0		(79)		303				224
Other assets	0		0		19				19
Separate account assets(6)(7)	8,799		164,374		338				173,511
Total assets	$	16,495	$	518,163	$	13,208	$	(16,782)	$	531,084
Market risk benefit liabilities	$	0	$	0	$	4,624	$		$	4,624
Policyholders’ account balances	0		0		9,864				9,864
Reinsurance and funds withheld payables	0		73		0				73
Other liabilities	9		30,026		1		(25,551)		4,485
Notes issued by consolidated VIEs	0		0		405				405
Total liabilities	$	9	$	30,099	$	14,894	$	(25,551)	$	19,451

33

PRUDENTIAL FINANCIAL, INC.

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

	December 31, 2023
	Level 1		Level 2		Level 3		Netting(1)		Total
	(in millions)
Fixed maturities, available-for-sale:
U.S. Treasury securities and obligations of U.S. government authorities and agencies	$	0	$	21,796	$	0	$		$	21,796
Obligations of U.S. states and their political subdivisions	0		8,451		7				8,458
Foreign government bonds	0		70,182		8				70,190
U.S. corporate public securities	0		98,097		75				98,172
U.S. corporate private securities(2)	0		38,199		2,821				41,020
Foreign corporate public securities	0		19,576		67				19,643
Foreign corporate private securities	0		30,447		1,843				32,290
Asset-backed securities(3)	0		12,236		359				12,595
Commercial mortgage-backed securities	0		8,954		938				9,892
Residential mortgage-backed securities	0		2,265		0				2,265
Subtotal	0		310,203		6,118				316,321
Assets supporting experience-rated contractholder liabilities:
U.S. Treasury securities and obligations of U.S. government authorities and agencies	0		206		0				206
Foreign government bonds	0		604		0				604
Corporate securities	0		79		0				79
Equity securities	1,004		1,275		0				2,279
Subtotal	1,004		2,164		0				3,168
Market risk benefit assets	0		0		1,981				1,981
Fixed maturities, trading	0		9,361		429				9,790
Equity securities(4)	5,953		1,538		512				8,003
Commercial mortgage and other loans	0		519		0				519
Other invested assets(5)	27		14,234		846		(13,158)		1,949
Short-term investments	125		3,746		29				3,900
Cash equivalents	2,240		8,058		4				10,302
Reinsurance recoverables and deposit receivables	0		(75)		224				149
Other assets	0		0		11				11
Separate account assets(6)(7)	8,925		161,793		1,094				171,812
Total assets	$	18,274	$	511,541	$	11,248	$	(13,158)	$	527,905
Market risk benefit liabilities	$	0	$	0	$	5,467	$		$	5,467
Policyholders’ account balances	0		0		7,752				7,752
Reinsurance and funds withheld payables	0		490		0				490
Other liabilities	35		27,112		1		(22,973)		4,175
Notes issued by consolidated VIEs	0		0		778				778
Total liabilities	$	35	$	27,602	$	13,998	$	(22,973)	$	18,662

__________

(1)“Netting” amounts represent cash collateral of $(8,769) million and $(9,815) million as of March 31, 2024 and December 31, 2023, respectively.

(2)Excludes notes with fair value of $13,592 million (carrying amount of $13,582 million) and $12,370 million (carrying amount of $12,370 million) as of March 31, 2024 and December 31, 2023, respectively, which have been offset with the associated debt under a netting agreement.

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

(4)Equity securities excluded from the fair value hierarchy include a fund for which fair value is measured at net asset value (“NAV”) per share (or its equivalent) as a practical expedient. As of December 31, 2023, the fair value of this investment was $239 million.

(5)Other invested assets excluded from the fair value hierarchy include certain hedge funds, private equity funds and other funds for which fair value is measured at NAV per share (or its equivalent) as a practical expedient. As of March 31, 2024 and December 31, 2023, the fair value of such investments was $4,518 million and $4,125 million, respectively.

34

PRUDENTIAL FINANCIAL, INC.

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

(6)Separate account assets included in the fair value hierarchy exclude investments in entities that calculate NAV per share (or its equivalent) as a practical expedient. Such investments excluded from the fair value hierarchy include investments in real estate, hedge funds and other invested assets. As of March 31, 2024 and December 31, 2023, the fair value of such investments was $26,553 million and $27,076 million, respectively.

(7)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 Consolidated Statements of Financial Position.

35

PRUDENTIAL FINANCIAL, INC.

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

Quantitative Information Regarding Internally-Priced Level 3 Assets and Liabilities—The tables below present quantitative information regarding significant internally-priced Level 3 assets and liabilities.

	As of March 31, 2024
	Fair Value		Valuation Techniques	Unobservable Inputs	Minimum	Maximum	Weighted Average	Impact of Increase in Input on Fair Value(1)
	(in millions)
Assets:
Corporate securities(2)(3)	$	4,083	Discounted cash flow	Discount rate	0.68%	20.72%	11.16%	Decrease
			Market comparables	EBITDA multiples(4)	5.4X	8.8X	6.9X	Increase
			Liquidation	Liquidation value	42.00%	42.00%	42.00%	Increase
Commercial mortgage-backed securities	$	935	Discounted cash flow	Liquidity premium	0.60%	0.75%	0.68%	Decrease
Market risk benefit assets(7)	$	2,225	Discounted cash flow	Lapse rate(9)	1%	20%		Increase
				Spread over SOFR(10)	0.33%	1.78%		Increase
				Utilization rate(11)	38%	95%		Decrease
				Withdrawal rate	See table footnote (12) below.
				Mortality rate(13)	0%	15%		Increase
				Equity volatility curve	15%	25%		Decrease
Equity securities	$	228	Discounted cash flow(5)	Discount rate	0.16%	12%		Decrease
			Market comparables	EBITDA multiples(4)	1.0X	12.2X	5.1X	Increase
			Net Asset Value	Share price	$3	$1,714	$776	Increase
Liabilities:
Market risk benefit liabilities(7)	$	4,624	Discounted cash flow	Lapse rate(9)	1%	20%		Decrease
				Spread over SOFR(10)	0.33%	1.78%		Decrease
				Utilization rate(11)	38%	95%		Increase
				Withdrawal rate	See table footnote (12) below.
				Mortality rate(13)	0%	15%		Decrease
				Equity volatility curve	15%	25%		Increase
Policyholders’ account balances(8)	$	9,864	Discounted cash flow	Lapse rate(9)	1%	80%		Decrease
				Spread over SOFR(10)	0.33%	1.80%		Decrease
				Mortality rate(13)	0%	23%		Decrease
				Option Budget(14)	(1)%	7%		Increase

36

PRUDENTIAL FINANCIAL, INC.

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

	As of December 31, 2023
	Fair Value		Valuation Techniques	Unobservable Inputs	Minimum	Maximum	Weighted Average	Impact of Increase in Input on Fair Value(1)
	(in millions)
Assets:
Corporate securities(2)(3)	$	1,311	Discounted cash flow	Discount rate	0.57%	20.00%	8.65%	Decrease
			Market comparables	EBITDA multiples(4)	5.5X	8.8X	7.4X	Increase
			Liquidation	Liquidation value	3.55%	68.00%	57.63%	Increase
Commercial mortgage-backed securities	$	938	Discounted cash flow	Liquidity premium	0.60%	0.75%	0.70%	Decrease
Market risk benefit assets(7)	$	1,981	Discounted cash flow	Lapse rate(9)	1%	20%		Increase
				Spread over SOFR(10)	0.41%	1.82%		Increase
				Utilization rate(11)	38%	95%		Decrease
				Withdrawal rate	See table footnote (12) below.
				Mortality rate(13)	0%	15%		Increase
				Equity volatility curve	15%	25%		Decrease
Equity securities	$	246	Discounted cash flow(5)	Discount rate	0.16%	20%		Decrease
			Market comparables	EBITDA multiples(4)	1.0X	10.0X	6.3X	Increase
			Net Asset Value	Share price	$3	$1,714	$733	Increase
Liabilities:
Market risk benefit liabilities(7)	$	5,467	Discounted cash flow	Lapse rate(9)	1%	20%		Decrease
				Spread over SOFR(10)	0.41%	1.82%		Decrease
				Utilization rate(11)	38%	95%		Increase
				Withdrawal rate	See table footnote (12) below.
				Mortality rate(13)	0%	15%		Decrease
				Equity volatility curve	15%	25%		Increase
Policyholders’ account balances(8)	$	7,752	Discounted cash flow	Lapse rate(9)	1%	80%		Decrease
				Spread over SOFR(10)	0.41%	1.85%		Decrease
				Mortality rate(13)	0%	23%		Decrease
				Option Budget(14)	(1)%	7%		Increase

___________ 

(1)Conversely, the impact of a decrease in input would have the opposite impact on fair value as that presented in the table.

(2)Includes assets classified as fixed maturities available-for-sale, assets supporting experience-rated contractholder liabilities and fixed maturities, trading.

(3)Excludes notes which have been offset with the associated debt under a netting agreement.

(4)Represents multiples of earnings before interest, taxes, depreciation and amortization (“EBITDA”), and are amounts used when the Company has determined that market participants would use such multiples when valuing the investments.

(5)For these investments, a range of discount rates is typically used (10% to 20%) and is therefore a more meaningful representation of the unobservable inputs used in the valuation rather than weighted average.

37

PRUDENTIAL FINANCIAL, INC.

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

(6)Changes in the fair value of separate account assets are borne by customers and thus are offset by changes in separate account liabilities on the Company’s Unaudited Interim Consolidated Statements of Financial Position. As a result, changes in value associated with these investments are not reflected in the Company’s Unaudited Interim Consolidated Statements of Operations.

(7)Market risk benefits primarily represent fair value for all living benefit guarantees including accumulation, withdrawal and income benefits. Since the valuation methodology for these assets and liabilities uses a range of inputs that vary at the contract level over the cash flow projection period, presenting a range, rather than weighted average, is a more meaningful representation of the unobservable inputs used in the valuation.

(8)Policyholders’ account balances primarily represent general account liabilities for the index-linked interest credited on certain of the Company’s life and annuity products that are accounted for as embedded derivatives. Since the valuation methodology for these liabilities uses a range of inputs that vary at the contract level over the cash flow projection period, presenting a range, rather than a weighted average, is a more meaningful representation of the unobservable inputs used in the valuation.

(9)Lapse rates for contracts with living benefit guarantees are adjusted at the contract level based on the in-the-moneyness of the living benefit and reflect other factors, such as the applicability of any surrender charges. Lapse rates are reduced when contracts are more in-the-money. Lapse rates for contracts with index-linked crediting guarantees may be adjusted at the contract level based on the applicability of any surrender charges, product type, and market related factors such as interest rates. Lapse rates are also generally assumed to be lower for the period where surrender charges apply. For any given contract, lapse rates vary throughout the period over which cash flows are projected for the purposes of valuing these balances.

(10)The spread over the secured overnight financing rate (“SOFR”) swap curve represents the premium added to the proxy for the risk-free rate (SOFR) to reflect the Company’s estimates of rates that a market participant would use to value the living benefits in both the accumulation and payout phases and index-linked interest crediting guarantees as of March 31, 2024 and December 31, 2023, respectively. This spread includes an estimate of non-performance risk (“NPR”), which is the risk that the obligation will not be fulfilled by the Company. NPR is primarily estimated by utilizing the credit spreads associated with issuing funding agreements, adjusted for any illiquidity risk premium. In order to reflect the financial strength ratings of the Company, credit spreads associated with funding agreements, as opposed to credit spread associated with debt, are utilized in developing this estimate because funding agreements are insurance liabilities and are therefore senior to debt. Effective April 2023, the Company entered into an agreement with The Ohio National Life Insurance Company, now known as AuguStar Life Insurance Company (“AuguStar”), an affiliate of Constellation Insurance Holdings, Inc., to reinsure approximately $10 billion of account values of PDI traditional variable annuity contracts with guaranteed living benefits. See Note 12 for additional information regarding this transaction. As a result of this transaction, a ceded MRB asset balance was established to fair value the reinsurance reimbursements to the Company. The establishment of the fair value also required an estimate of NPR for AuguStar, which may differ from the Company’s; however, the NPR spreads for AuguStar were developed using a methodology similar to that of the Company.

(11)The utilization rate assumption estimates the percentage of contracts that will utilize the benefit during the contract duration, and begin lifetime withdrawals at various time intervals from contract inception. The remaining contractholders are assumed to either begin lifetime withdrawals immediately or never utilize the benefit. Utilization assumptions may vary by product type, tax status and age. The impact of changes in these assumptions is highly dependent on the product type, the age of the contractholder at the time of the sale, and the timing of the first lifetime income withdrawal. Range reflects the utilization rate for the vast majority of business with living benefits.

(12)The withdrawal rate assumption estimates the magnitude of annual contractholder withdrawals relative to the maximum allowable amount under the contract. These assumptions vary based on the age of the contractholder, the tax status of the contract and the duration since the contractholder began lifetime withdrawals. As of March 31, 2024 and December 31, 2023, the minimum withdrawal rate assumption is 81% and the maximum withdrawal rate assumption may be greater than 100%. The fair value of the liability will generally increase the closer the withdrawal rate is to 100% and decrease as the withdrawal rate moves further away from 100%.

(13)The range reflects the mortality rates for the vast majority of business with living benefits and other contracts, with policyholders ranging from 50 to 90 years old. While the majority of living benefits have a minimum age requirement, certain other contracts do not have an age restriction. This results in contractholders with mortality rates approaching 0% for certain benefits. Mortality rates may vary by product, age and duration. A mortality improvement assumption is also incorporated into the overall mortality table.

(14)Option budget estimates the expected long-term cost of options used to hedge exposures associated with equity price and interest rate changes. The level of option budget determines future costs of the options, which impacts the growth in account value and the valuation of embedded derivatives.

Interrelationships Between Unobservable Inputs—In addition to the sensitivities of fair value measurements to changes in each unobservable input in isolation, as reflected in the table above, interrelationships between these inputs may also exist, such that a change in one unobservable input may give rise to a change in another or multiple inputs. Examples of such interrelationships for significant internally-priced Level 3 assets and liabilities are as follows:

Corporate Securities—The rate used to discount future cash flows reflects current risk-free rates plus credit and liquidity spread requirements that market participants would use to value an asset. The discount rate may be influenced by many factors, including market cycles, expectations of default, collateral, term and asset complexity. Each of these factors can influence discount rates, either in isolation, or in response to other factors. During weaker economic cycles, as the expectations of default increase, credit spreads widen, which results in a decrease in fair value.

Commercial Mortgage-backed Securities—Interrelationships may exist between the prepayment rate, the default rate and/or loss severity, depending on specific market conditions. In stronger economic cycles, prepayment rates are generally driven by underlying property appreciation and subsequent cash-out refinances, while default rates and loss severity may be lower. During weaker economic cycles, prepayment rates may decline, while default rates and loss severity increase. Generally, a change in the assumption used for the probability of default would be accompanied by a directionally similar change in the assumption used for the loss severity and a directionally opposite change in the assumption used for prepayment rates. The impact of these factors on average life and economics varies with the deal structure and tranche subordination.

Market Risk Benefits—The Company expects efficient benefit utilization and withdrawal rates to generally be correlated with lapse rates. However, behavior is generally highly dependent on the facts and circumstances surrounding the individual contractholder, such as their liquidity needs or tax situation, which could drive lapse behavior independent of other

38

PRUDENTIAL FINANCIAL, INC.

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

contractholder behavior assumptions. To the extent more efficient contractholder behavior results in greater in-the-moneyness at the contract level, lapse rates may decline for those contracts. Similarly, to the extent that increases in equity volatility are correlated with overall declines in the capital markets, lapse rates may decline as contracts become more in-the-money.

Changes in Level 3 Assets and Liabilities—The following tables describe changes in fair values of Level 3 assets and liabilities as of the dates indicated, as well as the portion of gains or losses included in income attributable to unrealized gains or losses related to those assets and liabilities still held at the end of their respective periods (excluding MRBs disclosed in Note 11). When a determination is made to classify assets and liabilities within Level 3, the determination is based on significance of the unobservable inputs in the overall fair value measurement. All transfers are based on changes in the observability of the valuation inputs, including the availability of pricing service information that the Company can validate. Transfers into Level 3 are generally the result of unobservable inputs utilized within valuation methodologies and the use of indicative broker quotes for assets that were previously valued using observable inputs. Transfers out of Level 3 are generally due to the use of observable inputs in valuation methodologies as well as the availability of pricing service information for certain assets that the Company can validate.

39

PRUDENTIAL FINANCIAL, INC.

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

	Three Months Ended March 31, 2024(7)
	Fair Value, beginning of period		Total realized and unrealized gains (losses)		Purchases		Sales		Issuances		Settlements		Other(1)		Transfers into Level 3		Transfers out of Level 3		Fair Value, end of period		Unrealized gains (losses) for assets still held(2)
	(in millions)
Fixed maturities, available-for-sale:
U.S. states	$	7	$	(1)	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	6	$	(1)
Foreign government	8		0		0		0		0		(1)		0		0		0		7		0
Corporate securities(3)	4,806		(46)		402		(5)		0		(287)		(13)		108		0		4,965		(50)
Structured securities(4)	1,297		3		1,265		0		0		(12)		(1)		60		0		2,612		(1)
Other assets:
Fixed maturities, trading	429		2		564		(22)		0		(46)		(1)		404		0		1,330		7
Equity securities	512		(19)		21		(4)		0		(4)		9		0		(9)		506		(22)
Other invested assets	846		(8)		29		(2)		0		0		0		0		0		865		(8)
Short-term investments	29		(2)		5		0		0		0		0		0		0		32		(2)
Cash equivalents	4		0		0		0		0		0		(4)		0		0		0		0
Reinsurance recoverables and deposit receivables	224		37		55		0		0		(13)		0		0		0		303		24
Other assets	11		0		8		0		0		0		0		0		0		19		0
Separate account assets(5)	1,094		(46)		56		(763)		0		(2)		0		0		(1)		338		(7)
Liabilities:
Policyholders’ account balances(6)	(7,752)		(1,495)		0		0		(618)		0		1		0		0		(9,864)		(216)
Other liabilities	(1)		0		0		0		0		0		0		0		0		(1)		0
Notes issued by consolidated VIEs	(778)		(8)		0		0		(10)		0		391		0		0		(405)		(8)

	Three Months Ended March 31, 2024
	Total realized and unrealized gains (losses)										Unrealized gains (losses) for assets still held(2)
	Realized investment gains (losses), net		Other income (loss)		Interest credited to policyholders’ account balances		Included in other comprehensive income (losses)		Net investment income		Realized investment gains (losses), net		Other income (loss)		Interest credited to policyholders’ account balances		Included in other comprehensive income (losses)
	(in millions)
Fixed maturities, available-for-sale	$	(33)	$	0	$	0	$	(16)	$	5	$	(28)	$	0	$	0	$	(24)
Other assets:
Fixed maturities, trading	0		1		0		0		1		0		7		0		0
Equity securities	0		(19)		0		0		0		0		(22)		0		0
Other invested assets	(1)		(7)		0		0		0		(1)		(7)		0		0
Short-term investments	(3)		0		0		0		1		(2)		0		0		0
Cash equivalents	0		0		0		0		0		0		0		0		0
Reinsurance recoverables and deposit receivables	37		0		0		0		0		24		0		0		0
Other assets	0		0		0		0		0		0		0		0		0
Separate account assets(5)	0		0		(46)		0		0		0		0		(7)		0
Liabilities:
Policyholders’ account balances	(1,495)		0		0		0		0		(216)		0		0		0
Other liabilities	0		0		0		0		0		0		0		0		0
Notes issued by consolidated VIEs	0		(8)		0		0		0		0		(8)		0		0

40

PRUDENTIAL FINANCIAL, INC.

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

	Three Months Ended March 31, 2023(7)
	Fair Value, beginning of period		Total realized and unrealized gains (losses)		Purchases		Sales		Issuances		Settlements		Other(1)		Transfers into Level 3		Transfers out of Level 3		Fair Value, end of period		Unrealized gains (losses) for assets still held(2)
	(in millions)
Fixed maturities, available-for-sale:
U.S. states	$	7	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	7	$	0
Foreign government	8		0		0		0		0		1		0		0		0		9		0
Corporate securities(3)	3,858		9		527		(128)		0		(323)		(2)		0		0		3,941		21
Structured securities(4)	1,289		(35)		240		(1)		0		(12)		0		37		(80)		1,438		(36)
Other assets:
Fixed maturities, trading	304		5		33		0		0		(4)		1		0		0		339		3
Equity securities	627		17		7		(59)		0		(6)		215		1		(1)		801		0
Other invested assets	539		1		270		(7)		0		0		0		0		0		803		1
Short-term investments	18		2		3		0		0		(7)		0		0		0		16		0
Cash equivalents	0		0		0		0		0		0		0		0		0		0		0
Reinsurance recoverables and deposit receivables	141		(18)		35		0		0		(2)		0		0		0		156		(17)
Other assets(8)	11		0		0		0		0		0		0		0		0		11		0
Separate account assets(5)	1,081		39		143		(67)		0		(26)		0		0		(1)		1,169		37
Liabilities:
Policyholders’ account balances(6)	(3,492)		(251)		0		0		(401)		0		(100)		0		0		(4,244)		(442)
Other liabilities	(1)		0		0		0		0		0		0		0		0		(1)		0
Notes issued by consolidated VIEs	0		0		0		0		0		0		0		0		0		0		0

	Three Months Ended March 31, 2023
	Total realized and unrealized gains (losses)										Unrealized gains (losses) for assets still held(2)
	Realized investment gains (losses), net		Other income (loss)		Interest credited to policyholders’ account balances		Included in other comprehensive income (losses)		Net investment income		Realized investment gains (losses), net		Other income (loss)		Interest credited to policyholders’ account balances		Included in other comprehensive income (losses)
	(in millions)
Fixed maturities, available-for-sale	$	(3)	$	0	$	0	$	(24)	$	1	$	7	$	0	$	0	$	(22)
Other assets:
Fixed maturities, trading	0		4		0		0		1		0		3		0		0
Equity securities	0		17		0		0		0		0		0		0		0
Other invested assets	0		1		0		0		0		0		1		0		0
Short-term investments	2		0		0		0		0		0		0		0		0
Cash equivalents	0		0		0		0		0		0		0		0		0
Reinsurance recoverables and deposit receivables	(18)		0		0		0		0		(17)		0		0		0
Other assets(8)	0		0		0		0		0		0		0		0		0
Separate account assets(5)	0		0		39		0		0		0		0		37		0
Liabilities:
Policyholders’ account balances	(251)		0		0		0		0		(442)		0		0		0
Other liabilities	0		0		0		0		0		0		0		0		0
Notes issued by consolidated VIEs	0		0		0		0		0		0		0		0		0

__________

(1)“Other” includes additional activity not allocated to the specific categories within the rollforward of Level 3 Assets and Liabilities.

(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)Includes U.S. corporate public, U.S. corporate private, foreign corporate public and foreign corporate private securities.

(4)Includes asset-backed, commercial mortgage-backed and residential mortgage-backed securities.

(5)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 Consolidated Statements of Financial Position.

(6)Issuances and settlements for Policyholders’ account balances are presented net in the rollforward.

41

PRUDENTIAL FINANCIAL, INC.

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

(7)Excludes MRB assets of $2,225 million and $976 million and MRB liabilities of $4,624 million and $6,096 million for periods ending March 31, 2024 and 2023, respectively. See Note 11 for additional information.

(8)Prior period amounts have been reclassified to conform to current period presentation.

Derivative Fair Value Information

The following tables present the balances of certain derivative assets and liabilities measured at fair value on a recurring basis, as of the dates indicated, by the primary underlying risks they are used to manage. These tables include NPR and exclude embedded derivatives. The derivative assets and liabilities shown below are included in “Other invested assets” or “Other liabilities” in the tables contained within the sections “—Assets and Liabilities by Hierarchy Level” and “—Changes in Level 3 Assets and Liabilities,” above.

	As of March 31, 2024
	Level 1		Level 2		Level 3		Netting(1)		Total
	(in millions)
Derivative Assets:
Interest Rate	$	8	$	10,468	$	1	$		$	10,477
Currency	0		1,494		0				1,494
Credit	0		130		0				130
Currency/Interest Rate	0		2,791		0				2,791
Equity	29		3,241		0				3,270
Other	0		0		0				0
Netting(1)							(16,782)		(16,782)
Total derivative assets	$	37	$	18,124	$	1	$	(16,782)	$	1,380
Derivative Liabilities:
Interest Rate	$	2	$	25,362	$	1	$		$	25,365
Currency	0		1,493		0				1,493
Credit	0		17		0				17
Currency/Interest Rate	0		682		0				682
Equity	8		2,471		0				2,479
Other	0		0		0				0
Netting(1)							(25,551)		(25,551)
Total derivative liabilities	$	10	$	30,025	$	1	$	(25,551)	$	4,485

42

PRUDENTIAL FINANCIAL, INC.

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

	As of December 31, 2023
	Level 1		Level 2		Level 3		Netting(1)		Total
	(in millions)
Derivative Assets:
Interest Rate	$	7	$	8,990	$	1	$		$	8,998
Currency	0		1,008		0				1,008
Credit	0		64		0				64
Currency/Interest Rate	0		2,454		0				2,454
Equity	19		1,718		0				1,737
Other	0		0		0				0
Netting(1)							(13,158)		(13,158)
Total derivative assets	$	26	$	14,234	$	1	$	(13,158)	$	1,103
Derivative Liabilities:
Interest Rate	$	26	$	22,960	$	1	$		$	22,987
Currency	0		1,149		0				1,149
Credit	0		0		0				0
Currency/Interest Rate	0		840		0				840
Equity	10		2,168		0				2,178
Other	0		0		0				0
Netting(1)							(22,973)		(22,973)
Total derivative liabilities	$	36	$	27,117	$	1	$	(22,973)	$	4,181

__________ 

(1)“Netting” amounts represent cash collateral and the impact of offsetting asset and liability positions held with the same counterparty, subject to master netting agreements.

Changes in Level 3 Derivative Assets and Liabilities—The following tables provide a summary of the changes in fair value of Level 3 derivative assets and liabilities as of the dates indicated, as well as the portion of gains or losses included in income, attributable to unrealized gains or losses related to those assets and liabilities still held at the end of their respective periods.

	Three Months Ended March 31, 2024
	Fair Value, beginning of period		Total realized and unrealized gains (losses)(1)		Purchases		Sales		Issuances		Settlements		Other		Transfers into Level 3(2)		Transfers out of Level 3(2)		Fair Value, end of period		Unrealized gains (losses) for assets still held(1)
	(in millions)
Net Derivative - Equity	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0
Net Derivative - Interest Rate	0		0		0		0		0		0		0		0		0		0		0

	Three Months Ended March 31, 2023
	Fair Value, beginning of period		Total realized and unrealized gains (losses)(1)		Purchases		Sales		Issuances		Settlements		Other		Transfers into Level 3(2)		Transfers out of Level 3(2)		Fair Value, end of period		Unrealized gains (losses) for assets still held(1)
	(in millions)
Net Derivative - Equity	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0
Net Derivative - Interest Rate	0		0		0		0		0		0		0		0		0		0		0

__________ 

(1)Total realized and unrealized gains (losses) as well as unrealized gains (losses) for assets still held at the end of the period are recorded in “Realized investment gains (losses), net.”

(2)Transfers into or out of Level 3 are generally reported at the value as of the beginning of the quarter in which the transfers occur for any such positions still held at the end of the quarter.

43

PRUDENTIAL FINANCIAL, INC.

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

Nonrecurring Fair Value Measurements—The following tables represent information for assets measured at fair value on a nonrecurring basis. The fair value measurement is nonrecurring as these assets are measured at fair value only when there is a triggering event (e.g., an evidence of impairment). Assets included in the table are those that were impaired during the respective reporting periods and that are still held as of the reporting date. The estimated fair values for these amounts were determined using significant unobservable inputs (Level 3).

	Three Months Ended March 31,
		2024		2023
Gains (Losses):
Commercial mortgage loans(1)		$	0	$	0
Investment real estate		$	0	$	0
Investment in JV/LP and Other		$	(7)	$	(17)

	March 31, 2024		December 31, 2023
	(in millions)
Carrying value after measurement as of period end:
Commercial mortgage loans(1)	$	0	$	34
Investment real estate(2)	$	0	$	113
Investment in JV/LP and Other(2)	$	128	$	186

__________ 

(1)Commercial mortgage loans are valued based on discounted cash flows utilizing market rates or the fair value of the underlying real estate collateral.

(2)Reported carrying values for 2024 include values as of the measurement periods of March 31, 2024 for “Investment in JV/LP and Other”. Reported carrying values for 2023 include values as of the measurement periods of June 30, 2023 for “Investment real estate” and June 30, 2023 and December 31, 2023 for “Investment in JV/LP and Other.”

Fair Value Option

The fair value option allows the Company to elect fair value as an alternative measurement for selected financial assets and financial liabilities not otherwise reported at fair value. Such elections have been made by the Company to help mitigate volatility in earnings that result from different measurement attributes. Electing the fair value option also allows the Company to achieve consistent accounting for certain assets and liabilities. Changes in fair value are reflected in “Realized investment gains (losses), net” for commercial mortgage and other loans and “Other income (loss)” for other assets and notes issued by consolidated VIEs. Changes in fair value due to instrument-specific credit risk are estimated using changes in credit spreads and quality ratings for the period reported. Interest income on commercial mortgage and other loans is included in “Net investment income.” Interest income on these loans is recorded based on the effective interest rate as determined at the closing of the loan.

The following tables present information regarding assets and liabilities where the fair value option has been elected.

	Three Months Ended March 31,
	2024		2023
	(in millions)
Liabilities:
Notes issued by consolidated VIEs:
Changes in fair value	$	8	$	0

44

PRUDENTIAL FINANCIAL, INC.

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

	Three Months Ended March 31,
	2024		2023
	(in millions)
Commercial mortgage and other loans:
Interest income	$	2	$	1
Notes issued by consolidated VIEs:
Interest expense	$	7	$	0

	March 31, 2024		December 31, 2023
	(in millions)
Commercial mortgage and other loans(1):
Fair value as of period end	$	157	$	519
Aggregate contractual principal as of period end	$	156	$	512
Other assets:
Fair value as of period end	$	19	$	11
Notes issued by consolidated VIEs:
Fair value as of period end	$	405	$	778
Aggregate contractual principal as of period end	$	405	$	787

__________ 

(1)As of March 31, 2024, for loans for which the fair value option has been elected, none of the loans were 90 days or more past due.

45

PRUDENTIAL FINANCIAL, INC.

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

Fair Value of Financial Instruments

The tables below present the carrying amount and fair value by fair value hierarchy level of certain financial instruments that are not reported at fair value. The financial instruments presented below are reported at carrying value on the Company’s Unaudited Interim Consolidated Statements of Financial Position. In some cases, as described below, the carrying amount equals or approximates fair value.

	March 31, 2024
	Fair Value								Carrying Amount(1)
	Level 1		Level 2		Level 3		Total		Total
	(in millions)
Assets:
Commercial mortgage and other loans	$	0	$	37	$	55,127	$	55,164	$	58,624
Policy loans	8		0		9,899		9,907		9,907
Other invested assets	0		97		35		132		132
Short-term investments	1,287		39		0		1,326		1,326
Cash and cash equivalents	9,860		180		0		10,040		10,040
Accrued investment income	0		3,361		0		3,361		3,361
Reinsurance recoverables and deposit receivables	0		7		5,358		5,365		5,365
Other assets	22		3,168		2		3,192		3,192
Total assets	$	11,177	$	6,889	$	70,421	$	88,487	$	91,947
Liabilities:
Policyholders’ account balances—investment contracts	$	0	$	30,525	$	38,730	$	69,255	$	74,253
Securities sold under agreements to repurchase	0		6,563		0		6,563		6,563
Cash collateral for loaned securities	0		6,978		0		6,978		6,978
Reinsurance and funds withheld payables(2)	0		9,745		(24)		9,721		9,721
Short-term debt(3)	0		505		80		585		585
Long-term debt(4)	567		17,256		756		18,579		19,368
Notes issued by consolidated VIEs	0		0		727		727		727
Other liabilities	0		6,307		32		6,339		6,339
Separate account liabilities—investment contracts	0		23,193		19,602		42,795		42,795
Total liabilities	$	567	$	101,072	$	59,903	$	161,542	$	167,329

46

PRUDENTIAL FINANCIAL, INC.

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

	December 31, 2023
	Fair Value								Carrying Amount(1)
	Level 1		Level 2		Level 3		Total		Total
	(in millions)
Assets:
Commercial mortgage and other loans	$	0	$	41	$	55,611	$	55,652	$	58,786
Policy loans	8		0		10,039		10,047		10,047
Other invested assets	0		97		0		97		97
Short-term investments	1,092		13		0		1,105		1,105
Cash and cash equivalents	8,709		408		0		9,117		9,117
Accrued investment income	0		3,287		0		3,287		3,287
Reinsurance recoverables and deposit receivables	0		5		5,171		5,176		5,176
Other assets	43		3,059		0		3,102		3,102
Total assets	$	9,852	$	6,910	$	70,821	$	87,583	$	90,717
Liabilities:
Policyholders’ account balances—investment contracts	$	0	$	31,089	$	37,794	$	68,883	$	72,604
Securities sold under agreements to repurchase	0		6,056		0		6,056		6,056
Cash collateral for loaned securities	0		6,477		0		6,477		6,477
Reinsurance and funds withheld payables(2)	0		9,553		(23)		9,530		9,530
Short-term debt(3)	0		535		83		618		618
Long-term debt(4)	564		16,938		766		18,268		18,882
Notes issued by consolidated VIEs	0		0		596		596		596
Other liabilities	0		6,950		32		6,982		6,982
Separate account liabilities—investment contracts	0		24,050		21,315		45,365		45,365
Total liabilities	$	564	$	101,648	$	60,563	$	162,775	$	167,110

__________ 

(1)Carrying values presented herein differ from those in the Company’s Unaudited Interim Consolidated Statements of Financial Position because certain items within the respective financial statement captions are not considered financial instruments or out of scope under authoritative guidance relating to disclosures of the fair value of financial instruments.

(2)Includes contracts reinsured through coinsurance with funds withheld agreement with Prismic Re with a fair value of $7,963 million (carrying value of $7,963 million) and $8,036 million (carrying amount of $8,036 million), a portion of which relates to insurance contracts as of March 31, 2024 and December 31, 2023. See Note 12 for additional information regarding the reinsurance arrangement with Prismic Re.

(3)Excludes debt with fair value of $2,010 million (carrying amount of $2,000 million) and $2,000 million (carrying amount of $2,000 million) as of March 31, 2024 and December 31, 2023 respectively, which have been offset with the associated notes under a netting agreement.

(4)Excludes debt with fair value of $11,582 million (carrying amount of $11,582 million) and $10,370 million (carrying amount of $10,370 million) as of March 31, 2024 and December 31, 2023 respectively, which have been offset with the associated notes under a netting agreement.

47

PRUDENTIAL FINANCIAL, INC.

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

7. DEFERRED POLICY ACQUISITION COSTS, DEFERRED SALES INDUCEMENTS AND VALUE OF BUSINESS ACQUIRED

Deferred Policy Acquisition Costs (“DAC”)

The following tables show a rollforward for the lines of business that contain material DAC balances, along with a reconciliation to the Company’s total DAC balance:

	Three Months Ended March 31, 2024
	Retirement Strategies		Individual Life				International Businesses				Total
	Individual Variable		Term Life		Variable/ Universal Life		Life Planner		Gibraltar Life and Other
	(in millions)
Balance, BOP	$	3,676	$	2,237	$	5,364	$	4,909	$	4,442	$	20,628
Capitalization	85		44		151		155		138		573
Amortization expense	(94)		(52)		(61)		(83)		(81)		(371)
Other adjustments(1)	0		(2)		(285)		5		0		(282)
Foreign currency adjustment	0		0		0		(138)		(94)		(232)
Balance, EOP	$	3,667	$	2,227	$	5,169	$	4,848	$	4,405	20,316
Other businesses											297
Total DAC balance											$	20,613

__________

(1)Includes the impact of the reinsurance transaction with Somerset Reinsurance Ltd. in Individual Life (Universal Life). See Note 12 for additional information.

	Three Months Ended March 31, 2023
	Retirement Strategies		Individual Life				International Businesses				Total
	Individual Variable		Term Life		Variable/ Universal Life		Life Planner		Gibraltar Life and Other
	(in millions)
Balance, BOP	$	4,171	$	2,288	$	5,000	$	4,710	$	4,231	$	20,400
Capitalization	59		33		142		159		155		548
Amortization expense	(98)		(53)		(60)		(81)		(75)		(367)
Other adjustments	0		0		0		5		0		5
Foreign currency adjustment	0		0		0		2		(13)		(11)
Balance, EOP	$	4,132	$	2,268	$	5,082	$	4,795	$	4,298	20,575
Other businesses											166
Total DAC balance											$	20,741

.

48

PRUDENTIAL FINANCIAL, INC.

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

Deferred Sales Inducements (“DSI”)

The following table shows a rollforward of DSI balances for variable annuity products within Individual Retirement Strategies, which is the only line of business that contains a material DSI balance, along with a reconciliation to the Company’s total DSI balance:

	Three Months Ended March 31,
	2024		2023
	(in millions)
Balance, BOP	$	410	$	446
Capitalization	2		2
Amortization expense	(9)		(10)
Balance, EOP	403		438
Other businesses	31		34
Total DSI balance	$	434	$	472

Value of Business Acquired (“VOBA”)

The following table shows a rollforward of VOBA balances for Gibraltar Life and Other, which is the only line of business that contains a material VOBA balance, along with a reconciliation to the Company’s total VOBA balance:

	Three Months Ended March 31,
	2024		2023
	(in millions)
Balance, BOP	$	511	$	597
Amortization expense	(11)		(14)
Foreign currency adjustment	(33)		(5)
Balance, EOP	467		578
Other businesses	17		23
Total VOBA balance	$	484	$	601

The following table provides VOBA balances for the applicable businesses for the period ended March 31:

	2024
	(in millions)
Gibraltar Life	$	467
Aoba Life	17
Total	$	484

The following table provides estimated future amortization for the periods indicated:

	2024 (April-December)		2025		2026		2027		2028		Thereafter		Total
	(in millions)
Estimated future VOBA amortization	$	33	$	40	$	37	$	33	$	30	$	311	$	484

8. SEPARATE ACCOUNTS

The Company issues variable annuity and variable life insurance contracts through its separate accounts for which investment income and investment gains and losses accrue directly to, and investment risk is borne by, the contractholder. Most

49

PRUDENTIAL FINANCIAL, INC.

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

variable annuity and variable life insurance contracts are offered with both separate and general account options. See Note 10 for additional information.

The assets supporting the variable portion of variable annuity and variable life insurance contracts are carried at fair value and reported as “Separate account assets” with an equivalent amount reported as “Separate account liabilities.” The liabilities related to the net amount at risk are reflected within future policy benefits or market risk benefits. Amounts assessed against the contractholders for mortality, administration, and other services are included within revenue in “Policy charges and fee income” and changes in liabilities for minimum guarantees are generally included in “Policyholders’ benefits” or “Realized investment gains (losses), net.”

Separate Account Assets

The aggregate fair value of assets, by major investment asset category, supporting separate accounts is as follows:

	March 31, 2024		December 31, 2023
	(in millions)
Asset Type:
U.S. Treasury securities and obligations of U.S. government authorities and agencies	$	4,169	$	4,411
Obligations of U.S. states and their political subdivisions	2,152		2,116
Foreign government bonds	108		101
U.S. corporate securities	12,566		12,782
Foreign corporate securities	3,201		3,288
Asset-backed securities	1,256		1,211
Mortgage-backed securities	14,156		14,253
Mutual funds:
Equity	92,751		88,397
Fixed Income	35,762		37,065
Other	5,919		5,587
Equity securities	4,651		5,410
Commercial mortgage and other loans	64		67
Other invested assets	19,679		20,739
Short-term investments	1,443		1,202
Cash and cash equivalents	2,187		2,259
Total	$	200,064	$	198,888

For the periods ended March 31, 2024 and December 31, 2023, there were no transfers of assets, other than cash, from the general account to a separate account; therefore, no gains or losses were recorded.

50

PRUDENTIAL FINANCIAL, INC.

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

Separate Account Liabilities

The balances of and changes in separate account liabilities as of and for the periods ended are as follows:

	Three Months Ended March 31, 2024
			Retirement Strategies
	PGIM		Institutional		Individual		Group Insurance		Individual Life		Total
	(in millions)
Balance, BOP	$	32,648	$	11,011	$	94,130	$	25,021	$	39,223	$	202,033
Deposits	8,411		51		151		160		752		9,525
Investment performance	(537)		(60)		4,308		265		3,155		7,131
Policy charges	(18)		(2)		(563)		(31)		(280)		(894)
Surrenders and withdrawals	(8,270)		(716)		(3,354)		(8)		(240)		(12,588)
Benefit payments	(858)		(137)		(20)		(56)		(116)		(1,187)
Net transfers (to) from general account	(35)		(24)		6		0		(123)		(176)
Other	(456)		(49)		1		(137)		48		(593)
Balance, EOP	$	30,885	$	10,074	$	94,659	$	25,214	$	42,419	$	203,251
Other businesses(1)											(3,187)
Total separate account liabilities											$	200,064
Cash surrender value(2)	$	30,885	$	10,074	$	93,526	$	25,157	$	38,958	$	198,600

__________

(1)Primarily represents activity from the Company’s Divested and Run-off Businesses as well as the impact of intercompany eliminations. There are no associated cash surrender charges.

(2)“Cash surrender value” represents the amount of the contractholder's account balances distributable at the balance sheet date less certain surrender charges. There are no cash surrender charges for the PGIM and Institutional Retirement Strategies segments.

	Three Months Ended March 31, 2023
			Retirement Strategies
	PGIM		Institutional		Individual		Group Insurance		Individual Life		Total
	(in millions)
Balance, BOP	$	40,056	$	11,428	$	93,395	$	23,513	$	32,930	$	201,322
Deposits	1,279		51		94		6		667		2,097
Investment performance	174		454		4,627		702		1,938		7,895
Policy charges	(21)		(3)		(594)		(42)		(262)		(922)
Surrenders and withdrawals	(1,012)		(45)		(2,285)		(2)		(178)		(3,522)
Benefit payments	(857)		(137)		(23)		(77)		(97)		(1,191)
Net transfers (to) from general account	(168)		(14)		(11)		0		(67)		(260)
Other	(190)		128		3		561		20		522
Balance, EOP	$	39,261	$	11,862	$	95,206	$	24,661	$	34,951	205,941
Other businesses(1)											(3,647)
Total separate account liabilities											$	202,294
Cash surrender value(2)	$	39,261	$	11,862	$	93,618	$	24,542	$	31,955	$	201,238

__________

(1)Primarily represents activity from the Company’s Divested and Run-off Businesses as well as the impact of intercompany eliminations. There are no associated cash surrender charges.

(2)“Cash surrender value” represents the amount of the contractholder's account balances distributable at the balance sheet date less certain surrender charges. There are no cash surrender charges for the PGIM and Institutional Retirement Strategies segments.

51

PRUDENTIAL FINANCIAL, INC.

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

9. LIABILITY FOR FUTURE POLICY BENEFITS

Liability for Future Policy Benefits primarily consists of the following sub-components, which are discussed in greater detail below:

•Benefit Reserves;

•Deferred Profit Liability (“DPL”); and

•Additional Insurance Reserves (“AIR”)

Benefit Reserves

The balances of and changes in Benefit Reserves as of and for the periods indicated consist of the three tables presented below: Present Value of Expected Net Premiums rollforward, Present Value of Expected Future Policy Benefits rollforward, and Net Liability for Future Policy Benefits.

	Three Months Ended March 31, 2024
	Present Value of Expected Net Premiums
	Retirement Strategies		Individual Life		International Businesses				Corporate and Other
	Institutional		Term Life		Life Planner		Gibraltar Life and Other		Long-Term Care		Total
	(in millions)
Balance, BOP	$	71,407	$	11,274	$	29,064	$	26,367	$	3,286	$	141,398
Effect of cumulative changes in discount rate assumptions, BOP	11,869		228		596		622		16		13,331
Balance at original discount rate, BOP	83,276		11,502		29,660		26,989		3,302		154,729
Effect of actual variances from expected experience and other activity	176		(57)		(352)		(191)		49		(375)
Adjusted balance, BOP	83,452		11,445		29,308		26,798		3,351		154,354
Issuances	8,799		199		671		285		0		9,954
Net premiums / considerations collected	(10,124)		(345)		(1,091)		(938)		(86)		(12,584)
Interest accrual	708		134		218		182		40		1,282
Foreign currency adjustment	(875)		0		(981)		(863)		0		(2,719)
Other adjustments	0		(1)		40		(1)		0		38
Balance at original discount rate, EOP	81,960		11,432		28,165		25,463		3,305		150,325
Effect of cumulative changes in discount rate assumptions, EOP	(13,442)		(443)		(881)		(856)		(87)		(15,709)
Balance, EOP	$	68,518	$	10,989	$	27,284	$	24,607	$	3,218	$	134,616
Other businesses, EOP											88
Total balance, EOP											$	134,704

52

PRUDENTIAL FINANCIAL, INC.

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

	Three Months Ended March 31, 2024
	Present Value of Expected Future Policy Benefits
	Retirement Strategies		Individual Life		International Businesses				Corporate and Other
	Institutional		Term Life		Life Planner		Gibraltar Life and Other		Long-Term Care		Total
	(in millions)
Balance, BOP	$	141,135	$	19,852	$	79,822	$	79,036	$	12,139	$	331,984
Effect of cumulative changes in discount rate assumptions, BOP	14,751		334		563		7,355		603		23,606
Balance at original discount rate, BOP	155,886		20,186		80,385		86,391		12,742		355,590
Effect of actual variances from expected experience and other activity	162		(65)		(359)		(180)		42		(400)
Adjusted balance, BOP	156,048		20,121		80,026		86,211		12,784		355,190
Issuances	8,799		199		671		285		0		9,954
Interest accrual	1,493		237		648		552		153		3,083
Benefit payments	(3,114)		(404)		(1,228)		(1,349)		(77)		(6,172)
Foreign currency adjustment	(886)		0		(2,825)		(3,152)		0		(6,863)
Other adjustments	(48)		(4)		94		(3)		0		39
Balance at original discount rate, EOP	162,292		20,149		77,386		82,544		12,860		355,231
Effect of cumulative changes in discount rate assumptions, EOP	(17,715)		(769)		(2,347)		(8,578)		(1,033)		(30,442)
Balance, EOP	$	144,577	$	19,380	$	75,039	$	73,966	$	11,827	$	324,789
Other businesses, EOP											1,701
Total balance, EOP											$	326,490

	Three Months Ended March 31, 2024
	Net Liability for Future Policy Benefits - Benefit Reserves
	Retirement Strategies		Individual Life		International Businesses				Corporate and Other
	Institutional		Term Life		Life Planner		Gibraltar Life and Other		Long-Term Care		Total
	(in millions)
Balance, EOP, pre-flooring	$	76,060	$	8,391	$	47,755	$	49,360	$	8,608	$	190,174
Flooring impact, EOP	56		0		19		7		0		82
Balance, EOP, post-flooring	76,116		8,391		47,774		49,367		8,608		190,256
Less: Reinsurance recoverables	5,340		690		98		285		0		6,413
Balance after reinsurance recoverables, EOP, post-flooring	$	70,776	$	7,701	$	47,676	$	49,082	$	8,608	$	183,843
Other businesses, EOP(1)											1,547
Total balance after reinsurance recoverables, EOP											$	185,390

53

PRUDENTIAL FINANCIAL, INC.

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

	Three Months Ended March 31, 2023
	Present Value of Expected Net Premiums
	Retirement Strategies		Individual Life		International Businesses				Corporate and Other
	Institutional		Term Life		Life Planner		Gibraltar Life and Other		Long-Term Care		Total
	(in millions)
Balance, BOP	$	52,620	$	11,282	$	30,689	$	28,951	$	2,932	$	126,474
Effect of cumulative changes in discount rate assumptions, BOP	14,349		572		1,354		1,326		103		17,704
Balance at original discount rate, BOP	66,969		11,854		32,043		30,277		3,035		144,178
Effect of actual variances from expected experience and other activity	141		(17)		(193)		(159)		45		(183)
Adjusted balance, BOP	67,110		11,837		31,850		30,118		3,080		143,995
Issuances	2,932		143		647		443		0		4,165
Net premiums / considerations collected	(3,637)		(353)		(1,178)		(1,079)		(77)		(6,324)
Interest accrual	517		136		230		204		37		1,124
Foreign currency adjustment	1,867		0		(31)		(120)		0		1,716
Other adjustments	0		(4)		40		1		0		37
Balance at original discount rate, EOP	68,789		11,759		31,558		29,567		3,040		144,713
Effect of cumulative changes in discount rate assumptions, EOP	(13,465)		(321)		(618)		(611)		(30)		(15,045)
Balance, EOP	$	55,324	$	11,438	$	30,940	$	28,956	$	3,010	$	129,668
Other businesses, EOP											92
Total balance, EOP											$	129,760

	Three Months Ended March 31, 2023
	Present Value of Expected Future Policy Benefits
	Retirement Strategies		Individual Life		International Businesses				Corporate and Other
	Institutional		Term Life		Life Planner		Gibraltar Life and Other		Long-Term Care		Total
	(in millions)
Balance, BOP	$	117,754	$	19,288	$	78,639	$	80,331	$	10,685	$	306,697
Effect of cumulative changes in discount rate assumptions, BOP	20,170		1,012		3,719		11,266		1,216		37,383
Balance at original discount rate, BOP	137,924		20,300		82,358		91,597		11,901		344,080
Effect of actual variances from expected experience and other activity	98		(24)		(167)		(154)		53		(194)
Adjusted balance, BOP	138,022		20,276		82,191		91,443		11,954		343,886
Issuances	2,932		143		647		443		0		4,165
Interest accrual	1,208		237		663		585		143		2,836
Benefit payments	(2,795)		(406)		(947)		(1,152)		(60)		(5,360)
Foreign currency adjustment	1,908		0		(163)		(432)		0		1,313
Other adjustments	48		(7)		93		(2)		0		132
Balance at original discount rate, EOP	141,323		20,243		82,484		90,885		12,037		346,972
Effect of cumulative changes in discount rate assumptions, EOP	(17,578)		(490)		244		(7,214)		(738)		(25,776)
Balance, EOP	$	123,745	$	19,753	$	82,728	$	83,671	$	11,299	$	321,196
Other businesses, EOP											1,952
Total balance, EOP											$	323,148

54

PRUDENTIAL FINANCIAL, INC.

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

	Three Months Ended March 31, 2023
	Net Liability for Future Policy Benefits - Benefit Reserves
	Retirement Strategies		Individual Life		International Businesses				Corporate and Other
	Institutional		Term Life		Life Planner		Gibraltar Life and Other		Long-Term Care		Total
	(in millions)
Balance, EOP, pre-flooring	$	68,421	$	8,315	$	51,789	$	54,715	$	8,288	$	191,528
Flooring impact, EOP	4		0		26		11		0		41
Balance, EOP, post-flooring	68,425		8,315		51,815		54,726		8,288		191,569
Less: Reinsurance recoverables	0		728		112		222		0		1,062
Balance after reinsurance recoverables, EOP, post-flooring	$	68,425	$	7,587	$	51,703	$	54,504	$	8,288	$	190,507
Other businesses, EOP(1)											1,786
Total balance after reinsurance recoverables, EOP											$	192,293

__________

(1)Reflects balance after reinsurance recoverables of $65 million and $74 million at March 31, 2024 and 2023, respectively.

The following tables provide supplemental information related to the balances of and changes in Benefit Reserves included in the disaggregated tables above, on a gross (direct and assumed) basis, as of and for the period indicated:

	Three Months Ended March 31, 2024
	Retirement Strategies			Individual Life			International Businesses						Corporate and Other
	Institutional			Term Life			Life Planner			Gibraltar Life and Other			Long-Term Care
	($ in millions)
Undiscounted expected future gross premiums	$	131,869		$	23,001		$	66,266		$	53,342		$	6,858
Discounted expected future gross premiums (at original discount rate)	$	89,183		$	15,258		$	51,131		$	42,749		$	4,525
Discounted expected future gross premiums (at current discount rate)	$	72,848		$	14,693		$	50,018		$	41,467		$	4,410
Undiscounted expected future benefits and expenses	$	253,981		$	31,039		$	134,541		$	135,676		$	30,755
Interest accrual	$	785		$	103		$	430		$	370		$	113
Gross premiums	$	10,277		$	458		$	1,671		$	1,529		$	118
Weighted-average duration of the liability in years (at original discount rate)	9			10			19			19			18
Weighted-average duration of the liability in years (at current discount rate)	8			9			18			17			17
Weighted-average interest rate (at original discount rate)	4.70		%	5.16		%	3.46		%	2.60		%	4.91		%
Weighted-average interest rate (at current discount rate)	5.31		%	5.29		%	3.24		%	3.14		%	5.50		%

	Three Months Ended March 31, 2023
	Retirement Strategies			Individual Life			International Businesses						Corporate and Other
	Institutional			Term Life			Life Planner			Gibraltar Life and Other			Long-Term Care
	($ in millions)
Undiscounted expected future gross premiums	$	106,074		$	23,352		$	73,474		$	62,903		$	6,901
Discounted expected future gross premiums (at original discount rate)	$	74,439		$	15,526		$	56,950		$	49,872		$	4,507
Discounted expected future gross premiums (at current discount rate)	$	59,863		$	15,119		$	56,318		$	49,016		$	4,467
Undiscounted expected future benefits and expenses	$	215,874		$	31,258		$	147,802		$	154,197		$	29,713
Interest accrual	$	691		$	101		$	433		$	381		$	106
Gross premiums	$	3,892		$	461		$	1,867		$	1,767		$	114
Weighted-average duration of the liability in years (at original discount rate)	8			10			20			20			18
Weighted-average duration of the liability in years (at current discount rate)	8			10			20			18			18
Weighted-average interest rate (at original discount rate)	4.36		%	5.20		%	3.41		%	2.52		%	4.91		%
Weighted-average interest rate (at current discount rate)	5.09		%	5.05		%	2.82		%	2.69		%	5.34		%

55

PRUDENTIAL FINANCIAL, INC.

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

For additional information regarding observable market information and the techniques used to determine the interest rate assumptions seen above, see Note 2 to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

For non-participating traditional and limited-payment products, if a cohort is in a loss position where the liability for future policy benefits plus the present value of expected future gross premiums are determined to be insufficient to provide for the present value of expected future policy benefits and non-level claim settlement expenses, then the liability for future policy benefits is adjusted at that time, and thereafter, such that all changes, both favorable and unfavorable, in expected benefits resulting from both actual experience deviations and changes in future assumptions are recognized immediately as a gain or loss respectively.

For both the first three months of 2024 and 2023, there was an immaterial impact to net income for non-participating traditional and limited-payment products, where net premiums exceeded gross premiums for certain issue-year cohorts.

56

PRUDENTIAL FINANCIAL, INC.

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

Deferred Profit Liability

The balances of and changes in DPL as of and for the period indicated are as follows:

	Three Months Ended March 31, 2024
	Deferred Profit Liability
	Retirement Strategies		International Businesses
	Institutional		Life Planner		Gibraltar Life and Other		Total
	(in millions)
Balance, BOP, post-flooring	$	5,615	$	3,956	$	5,303	$	14,874
Less: Flooring impact, BOP	0		1		1		2
Balance, BOP, pre-flooring	5,615		3,955		5,302		14,872
Effect of actual variances from expected experience and other activity	26		(8)		(15)		3
Adjusted balance, BOP	5,641		3,947		5,287		14,875
Profits deferred	38		420		312		770
Interest accrual	57		41		39		137
Amortization	(142)		(289)		(248)		(679)
Foreign currency adjustment	(3)		(107)		(141)		(251)
Other adjustments	0		11		0		11
Balance, EOP, pre-flooring	5,591		4,023		5,249		14,863
Flooring impact, EOP	0		1		1		2
Balance, EOP, post-flooring	5,591		4,024		5,250		14,865
Less: Reinsurance recoverables	382		9		31		422
Balance after reinsurance recoverables, EOP, post-flooring	$	5,209	$	4,015	$	5,219	14,443
Other businesses(1)							142
Total balance after reinsurance recoverables, EOP							$	14,585

	Three Months Ended March 31, 2023
	Deferred Profit Liability
	Retirement Strategies		International Businesses
	Institutional		Life Planner		Gibraltar Life and Other		Total
	(in millions)
Balance, BOP, post-flooring	$	5,532	$	3,379	$	5,261	$	14,172
Less: Flooring impact, BOP	0		0		1		1
Balance, BOP, pre-flooring	5,532		3,379		5,260		14,171
Effect of actual variances from expected experience and other activity	31		(3)		(10)		18
Adjusted balance, BOP	5,563		3,376		5,250		14,189
Profits deferred	164		451		373		988
Interest accrual	57		35		39		131
Amortization	(141)		(288)		(257)		(686)
Foreign currency adjustment	7		8		(18)		(3)
Other adjustments	0		10		0		10
Balance, EOP, pre-flooring	5,650		3,592		5,387		14,629
Flooring impact, EOP	0		0		1		1
Balance, EOP, post-flooring	5,650		3,592		5,388		14,630
Less: Reinsurance recoverables	0		9		11		20
Balance after reinsurance recoverables, EOP, post-flooring	$	5,650	$	3,583	$	5,377	14,610
Other businesses(1)							185
Total balance after reinsurance recoverables, EOP							$	14,795

57

PRUDENTIAL FINANCIAL, INC.

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

The following tables provide supplemental information related to the balances of and changes in DPL, included in the disaggregated tables above, on a gross (direct and assumed) basis, as of and for the period indicated:

	Three Months Ended March 31, 2024
	Retirement Strategies		International Businesses
	Institutional		Life Planner		Gibraltar Life and Other
	(in millions)
Revenue(1)	$	20	$	(175)	$	(88)
Interest accrual	$	57	$	41	$	39

	Three Months Ended March 31, 2023
	Retirement Strategies		International Businesses
	Institutional		Life Planner		Gibraltar Life and Other
	(in millions)
Revenue(1)	$	(111)	$	(205)	$	(145)
Interest accrual	$	57	$	35	$	39

__________

(1)Represents the gross premiums collected in changes in DPL excluding impact of foreign currency adjustments.

Additional Insurance Reserves

AIR represents the additional liability for annuitization, death, or other insurance benefits, including guaranteed minimum death benefits (“GMDB”) and guaranteed minimum income benefits (“GMIB”) contract features, that are above and beyond the contractholder's account balance.

The following table shows a rollforward of AIR balances for variable and universal life products within Individual Life, which is the only line of business that contains a material AIR balance, for the period indicated, along with a reconciliation to the Company’s total AIR balance:

	Three Months Ended March 31,
	2024		2023
	(in millions)
Balance, including amounts in AOCI, BOP, post-flooring	$	14,308	$	12,684
Flooring impact and amounts in AOCI	843		1,285
Balance, excluding amounts in AOCI, BOP, pre-flooring	15,151		13,969
Effect of actual variances from expected experience and other activity	144		(33)
Adjusted balance, BOP	15,295		13,936
Assessments collected(1)	292		270
Interest accrual	129		118
Benefits paid	(72)		(74)
Balance, excluding amounts in AOCI, EOP, pre-flooring	15,644		14,250
Flooring impact and amounts in AOCI	(1,029)		(1,016)
Balance, including amounts in AOCI, EOP, post-flooring	14,615		13,234
Less: Reinsurance recoverables	7,198		5,338
Balance after reinsurance recoverables, including amounts in AOCI, EOP	7,417		7,896
Other businesses	117		151
Total balance after reinsurance recoverables	$	7,534	$	8,047

__________

(1)Represents the portion of gross assessments required to fund the future policy benefits.

58

PRUDENTIAL FINANCIAL, INC.

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

	Three Months Ended March 31,
	2024			2023
	($ in millions)
Interest accrual	$	129		$	118
Gross assessments	$	788		$	827
Weighted-average duration of the liability in years (at original discount rate)	22			22
Weighted-average interest rate (at original discount rate)	3.39		%	3.38		%

Future Policy Benefits Reconciliation

The following table presents the reconciliation of the ending balances from above rollforwards, Benefit Reserves, DPL, and AIR including other liabilities, gross of related reinsurance recoverable, to the total liability for Future Policy Benefits on the Company's Consolidated Statement of Financial Position as of the periods indicated:

	Three Months Ended March 31,
	2024		2023
	(in millions)
Benefit reserves, EOP, post-flooring	$	191,868	$	193,429
Deferred Profit Liability EOP, post-flooring	15,007		14,814
Additional insurance reserves, including amounts in AOCI, EOP, post-flooring	14,732		13,385
Subtotal of amounts disclosed above	221,607		221,628
Other Future Policy Benefits reserves(1)	51,183		51,958
Total Future Policy Benefits	$	272,790	$	273,586

__________

(1)Primarily represents balances for which disaggregated rollforward disclosures are not required, including Closed Block liabilities, unpaid claims and claims expenses, and incurred but not reported and in course of settlement claim liabilities.

Revenue and Interest Expense

The following tables present revenue and interest expense related to Benefit Reserves, DPL, and AIR as well as related revenue and interest expense not presented in the above supplemental tables, in the Company's Consolidated Statement of Operations as of the periods indicated:

	Three Months Ended March 31, 2024
	Revenues(1)
	Retirement Strategies		Individual Life				International Businesses
	Institutional		Term Life		Variable/Universal Life		Life Planner		Gibraltar Life and Other		Other Businesses(2)		Total
	(in millions)
Benefit reserves	$	10,277	$	458	$	0	$	1,671	$	1,529	$	140	$	14,075
Deferred profit liability	20		0		0		(175)		(88)		7		(236)
Additional insurance reserves	0		0		788		0		0		0		788
Total	$	10,297	$	458	$	788	$	1,496	$	1,441	$	147	$	14,627

59

PRUDENTIAL FINANCIAL, INC.

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

	Three Months Ended March 31, 2023
	Revenues(1)
	Retirement Strategies		Individual Life				International Businesses
	Institutional		Term Life		Variable/Universal Life		Life Planner		Gibraltar Life and Other		Other Businesses(2)		Total
	(in millions)
Benefit reserves	$	3,892	$	461	$	0	$	1,867	$	1,767	$	142	$	8,129
Deferred profit liability	(111)		0		0		(205)		(145)		(2)		(463)
Additional insurance reserves	0		0		827		0		0		0		827
Total	$	3,781	$	461	$	827	$	1,662	$	1,622	$	140	$	8,493

	Three Months Ended March 31, 2024
	Interest Expense
	Retirement Strategies		Individual Life				International Businesses
	Institutional		Term Life		Variable/Universal Life		Life Planner		Gibraltar Life and Other		Other Businesses(2)		Total
	(in millions)
Benefit reserves	$	786	$	103	$	0	$	430	$	370	$	127	$	1,816
Deferred profit liability	57		0		0		41		39		1		138
Additional insurance reserves	0		0		129		0		0		0		129
Total	$	843	$	103	$	129	$	471	$	409	$	128	$	2,083

	Three Months Ended March 31, 2023
	Interest Expense
	Retirement Strategies		Individual Life				International Businesses
	Institutional		Term Life		Variable/Universal Life		Life Planner		Gibraltar Life and Other		Other Businesses(2)		Total
	(in millions)
Benefit reserves	$	691	$	101	$	0	$	433	$	381	$	120	$	1,726
Deferred profit liability	57		0		0		35		39		1		132
Additional insurance reserves	0		0		118		0		0		0		118
Total	$	748	$	101	$	118	$	468	$	420	$	121	$	1,976

__________

(1)Represents “Gross Premiums” for benefit reserves, “Revenue” for DPL and “Gross Assessments” for AIR.

(2)Includes remaining balances disclosed above and balances for which disaggregated rollforward disclosures may not be presented above.

60

PRUDENTIAL FINANCIAL, INC.

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

10. POLICYHOLDERS’ ACCOUNT BALANCES

The balances of and changes in policyholders' account balances as of and for the periods ended are as follows:

	Three Months Ended March 31, 2024
	Retirement Strategies									Group Insurance			Individual Life			International Businesses						Total
	Institutional			Individual Variable			Individual Fixed			Life/Disability			Variable/Universal Life			Life Planner			Gibraltar Life and Other
	($ in millions)
Balance, BOP	$	17,738		$	23,765		$	7,095		$	5,293		$	27,439		$	12,949		$	38,450		$	132,729
Deposits	1,919			1,626			1,570			138			612			560			1,492			7,917
Interest credited	175			108			50			40			189			418			219			1,199
Acquisitions and dispositions	0			0			0			0			0			0			0			0
Policy charges	(3)			(4)			0			(80)			(513)			(81)			(75)			(756)
Surrenders and withdrawals	(1,231)			(231)			(150)			(434)			(420)			(76)			(439)			(2,981)
Benefit payments	(149)			(18)			(19)			0			(37)			(68)			(458)			(749)
Net transfers (to) from separate account	0			(3)			0			0			139			0			0			136
Change in market value and other adjustments(1)	1			1,360			88			0			37			(2)			(7)			1,477
Foreign currency adjustment	0			0			0			0			0			(624)			(762)			(1,386)
Balance, EOP	$	18,450		$	26,603		$	8,634		$	4,957		$	27,446		$	13,076		$	38,420		$	137,586
Closed Block Division																						4,464
Unearned revenue reserve, unearned expense credit, and additional interest reserve																						5,501
Other(2)																						4,259
Total Policyholders' account balance																						$	151,810
Weighted-average crediting rate	3.87		%	1.71		%	2.54		%	3.08		%	2.76		%	12.86		%	2.28		%	3.55		%
Net amount at risk(3)	$	0		$	0		$	0		$	74,075		$	384,991		$	18,637		$	6,097		$	483,800
Cash surrender value(4)	$	18,450		$	24,376		$	7,174		$	3,812		$	23,439		$	11,391		$	34,012		$	122,654

61

PRUDENTIAL FINANCIAL, INC.

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

	Three Months Ended March 31, 2023
	Retirement Strategies									Group Insurance			Individual Life			International Businesses						Total
	Institutional			Individual Variable			Individual Fixed			Life/Disability			Variable/Universal Life			Life Planner			Gibraltar Life and Other
	($ in millions)
Balance, BOP	$	17,376		$	17,524		$	4,643		$	5,839		$	26,502		$	11,168		$	35,325		$	118,377
Deposits	1,376			1,043			582			204			617			645			1,287			5,754
Interest credited	160			87			20			44			199			177			172			859
Acquisitions and Dispositions	0			0			0			0			0			0			0			0
Policy charges	(6)			(6)			0			(83)			(514)			(77)			(40)			(726)
Surrenders and withdrawals	(1,371)			(148)			(88)			(453)			(439)			(51)			(275)			(2,825)
Benefit payments	(139)			(28)			(32)			0			(46)			(75)			(440)			(760)
Net transfers (to) from separate account	0			19			0			0			77			0			0			96
Change in market value and other adjustments(1)	0			191			9			0			91			6			2			299
Foreign currency adjustment	0			0			0			0			0			(76)			(143)			(219)
Balance, EOP	$	17,396		$	18,682		$	5,134		$	5,551		$	26,487		$	11,717		$	35,888		$	120,855
Closed Block Division																						4,572
Unearned revenue reserve, unearned expense credit, and additional interest reserve																						4,772
Other(2)																						7,940
Total Policyholders' account balance																						$	138,139
Weighted-average crediting rate	3.69		%	1.92		%	1.63		%	3.09		%	3.00		%	6.19		%	1.93		%	2.87		%
Net amount at risk(3)	$	0		$	0		$	0		$	72,259		$	370,778		$	18,055		$	6,971		$	468,063
Cash surrender value(4)	$	17,396		$	16,640		$	4,045		$	3,984		$	21,846		$	10,100		$	31,233		$	105,244

__________

(1)Primarily relates to changes in the value of embedded derivative instruments associated with the indexed options of certain products.

(2)Includes $5,621 million and $7,973 million of Full Service account balances reinsured to Great-West as of March 31, 2024 and 2023, respectively.

(3)The net amount at risk calculation includes both general account and separate account balances.

(4)Cash surrender value represents the amount of the contractholder's account balances distributable at the balance sheet date less certain surrender charges. There are no cash surrender charges for the Institutional Retirement Strategies segment.

“Policyholders’ account balances” for Institutional Retirement Strategies and Life Planner includes the Company’s Funding Agreement Notes Issuance Program (“FANIP”), which totaled $5,722 million and $5,261 million at March 31, 2024 and 2023, respectively. Under this program, which has a maximum authorized amount of $15 billion of medium-term notes and $6 billion of commercial paper, Delaware statutory trusts issue short-term commercial paper and/or medium-term notes to investors that are secured by funding agreements issued to the trusts by PICA. The outstanding commercial paper and notes have fixed or floating interest rates that range from 0.0% to 5.6% and original maturities ranging from three months to five years. Included in the amounts at March 31, 2024 and 2023 are funding agreements that secure the medium-term note liability, which are carried at amortized cost, of $3,465 million and $2,955 million, respectively, and short-term note liability of $2,297 million and $2,355 million, respectively.

“Policyholders’ account balances” for Institutional Retirement Strategies also includes collateralized funding agreements issued to the Federal Home Loan Bank of New York (“FHLBNY”) totaling $2,628 million as of both March 31, 2024 and 2023. These obligations, which are carried at amortized cost, have fixed interest rates that range from 1.925% to 4.510% and original maturities of seven years.

The Company issues variable life and universal life insurance contracts which may also include a “no-lapse guarantee” where the Company contractually guarantees to the contractholder a death benefit even when the account value drops to zero, as long as the “no-lapse guarantee” premium is paid.

The net amount at risk is generally defined as the current death benefit in excess of the current account balance at the balance sheet date. The Company’s primary risk exposures for these contracts relates to actual deviations from, or changes to, the assumptions used in the original pricing of these products, including contractholder mortality, contract lapses, and premium pattern, as well as interest rate and equity market returns.

62

PRUDENTIAL FINANCIAL, INC.

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

The Company also issues annuity contracts that provide certain death benefit and/or living benefit guarantees and are accounted for as MRBs. See Note 11 for additional information, including the net amount at risk associated with these guarantees.

The balance of account values by range of guaranteed minimum crediting rates and the related range of difference, in basis points (“bps”), between rates being credited to policyholders and the respective guaranteed minimums are as follows:

	March 31, 2024
Range of Guaranteed Minimum Crediting Rate (1)	At guaranteed minimum		1 - 50 bps above guaranteed minimum		51 - 150 bps above guaranteed minimum		Greater than 150 bps above guaranteed minimum		Total
	(in millions)
Retirement Strategies - Institutional
Less than 1.00%	$	400	$	0	$	0	$	0	$	400
1.00% - 1.99%	1,551		0		0		0		1,551
2.00% - 2.99%	593		0		0		0		593
3.00% - 4.00%	4,926		0		0		0		4,926
Greater than 4.00%	2,099		0		0		0		2,099
Total	$	9,569	$	0	$	0	$	0	$	9,569
Retirement Strategies - Individual Variable
Less than 1.00%	$	866	$	727	$	70	$	0	$	1,663
1.00% - 1.99%	219		24		1		0		244
2.00% - 2.99%	26		5		4		0		35
3.00% - 4.00%	1,867		9		9		0		1,885
Greater than 4.00%	91		0		0		0		91
Total	$	3,069	$	765	$	84	$	0	$	3,918
Retirement Strategies - Individual Fixed
Less than 1.00%	$	0	$	2	$	6	$	621	$	629
1.00% - 1.99%	510		108		244		80		942
2.00% - 2.99%	548		466		564		16		1,594
3.00% - 4.00%	573		46		2		0		621
Greater than 4.00%	92		0		0		0		92
Total	$	1,723	$	622	$	816	$	717	$	3,878
Group Insurance - Life / Disability
Less than 1.00%	$	0	$	0	$	0	$	1,021	$	1,021
1.00% - 1.99%	0		0		0		0		0
2.00% - 2.99%	28		0		0		0		28
3.00% - 4.00%	1,471		0		0		61		1,532
Greater than 4.00%	72		0		0		0		72
Total	$	1,571	$	0	$	0	$	1,082	$	2,653
Individual Life - Variable / Universal Life
Less than 1.00%	$	0	$	0	$	0	$	346	$	346
1.00% - 1.99%	226		0		1,662		1,789		3,677
2.00% - 2.99%	32		1,462		3,004		280		4,778
3.00% - 4.00%	4,366		4,177		1,144		24		9,711
Greater than 4.00%	5,460		0		0		0		5,460
Total	$	10,084	$	5,639	$	5,810	$	2,439	$	23,972
International Businesses - Life Planner
Less than 1.00%	$	324	$	43	$	86	$	2,311	$	2,764
1.00% - 1.99%	2,766		26		0		0		2,792
2.00% - 2.99%	1,975		0		0		0		1,975
3.00% - 4.00%	356		0		0		0		356
Greater than 4.00%	384		0		0		0		384
Total	$	5,805	$	69	$	86	$	2,311	$	8,271
International Businesses - Gibraltar Life and Other
Less than 1.00%	$	15,637	$	0	$	0	$	0	$	15,637
1.00% - 1.99%	8,346		60		0		0		8,406
2.00% - 2.99%	3,000		290		35		0		3,325
3.00% - 4.00%	5,287		0		0		0		5,287
Greater than 4.00%	5,661		0		0		0		5,661
Total	$	37,931	$	350	$	35	$	0	$	38,316

63

PRUDENTIAL FINANCIAL, INC.

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

	March 31, 2023
Range of Guaranteed Minimum Crediting Rate (1)	At guaranteed minimum		1 - 50 bps above guaranteed minimum		51 - 150 bps above guaranteed minimum		Greater than 150 bps above guaranteed minimum		Total
	(in millions)
Retirement Strategies - Institutional
Less than 1.00%	$	400	$	0	$	0	$	0	$	400
1.00% - 1.99%	1,551		0		0		0		1,551
2.00% - 2.99%	583		0		0		0		583
3.00% - 4.00%	5,628		0		0		0		5,628
Greater than 4.00%	1,519		0		0		0		1,519
Total	$	9,681	$	0	$	0	$	0	$	9,681
Retirement Strategies - Individual Variable
Less than 1.00%	$	1,005	$	848	$	19	$	0	$	1,872
1.00% - 1.99%	239		2		1		0		242
2.00% - 2.99%	32		2		0		0		34
3.00% - 4.00%	2,209		9		10		0		2,228
Greater than 4.00%	104		0		0		0		104
Total	$	3,589	$	861	$	30	$	0	$	4,480
Retirement Strategies - Individual Fixed
Less than 1.00%	$	0	$	0	$	0	$	0	$	0
1.00% - 1.99%	585		128		253		84		1,050
2.00% - 2.99%	496		211		27		11		745
3.00% - 4.00%	371		6		0		0		377
Greater than 4.00%	101		0		0		0		101
Total	$	1,553	$	345	$	280	$	95	$	2,273
Group Insurance - Life / Disability
Less than 1.00%	$	0	$	0	$	0	$	1,441	$	1,441
1.00% - 1.99%	0		0		0		0		0
2.00% - 2.99%	56		0		0		0		56
3.00% - 4.00%	1,634		0		0		0		1,634
Greater than 4.00%	3		0		0		0		3
Total	$	1,693	$	0	$	0	$	1,441	$	3,134
Individual Life - Variable / Universal Life
Less than 1.00%	$	0	$	0	$	0	$	11	$	11
1.00% - 1.99%	150		0		1,073		1,949		3,172
2.00% - 2.99%	374		123		4,019		280		4,796
3.00% - 4.00%	7,565		1,918		561		7		10,051
Greater than 4.00%	5,549		0		0		0		5,549
Total	$	13,638	$	2,041	$	5,653	$	2,247	$	23,579
International Businesses - Life Planner
Less than 1.00%	$	357	$	27	$	91	$	831	$	1,306
1.00% - 1.99%	3,156		25		0		0		3,181
2.00% - 2.99%	2,259		0		0		0		2,259
3.00% - 4.00%	339		0		0		0		339
Greater than 4.00%	407		0		0		0		407
Total	$	6,518	$	52	$	91	$	831	$	7,492
International Businesses - Gibraltar Life and Other
Less than 1.00%	$	17,023	$	0	$	0	$	0	$	17,023
1.00% - 1.99%	9,870		0		0		0		9,870
2.00% - 2.99%	3,253		335		40		0		3,628
3.00% - 4.00%	3,201		0		0		0		3,201
Greater than 4.00%	1,904		0		0		0		1,904
Total	$	35,251	$	335	$	40	$	0	$	35,626

____________

(1) Excludes contracts without minimum guaranteed crediting rates, such as funds with indexed-linked crediting options and Japan variable products.

64

PRUDENTIAL FINANCIAL, INC.

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

Unearned Revenue Reserve (“URR”)

The balance of and changes in URR as of and for the periods ended are as follows:

	Three Months Ended March 31, 2024
	Individual Life		International Businesses
	Variable/ Universal Life		Life Planner		Gibraltar Life and Other		Total
	(in millions)
Balance, BOP	$	4,613	$	359	$	95	$	5,067
Unearned revenue	215		37		5		257
Amortization expense	(58)		(4)		(1)		(63)
Other adjustments	0		0		0		0
FX adjustment	0		(14)		(4)		(18)
Balance, EOP	4,770		378		95		5,243
Less: Reinsurance recoverables	398		0		0		398
Balance after reinsurance recoverables, EOP	$	4,372	$	378	$	95	$	4,845
Other businesses							51
Total balance after reinsurance recoverables, EOP							$	4,896

	Three Months Ended March 31, 2023
	Individual Life		International Businesses
	Variable/ Universal Life		Life Planner		Gibraltar Life and Other		Total
	(in millions)
Balance, BOP	$	3,983	$	231	$	81	$	4,295
Unearned revenue	204		37		6		247
Amortization expense	(47)		(2)		(1)		(50)
Other adjustments	0		1		0		1
FX adjustment	0		(2)		0		(2)
Balance, EOP	4,140		265		86		4,491
Less: Reinsurance recoverables	0		0		0		0
Balance after reinsurance recoverables, EOP	$	4,140	$	265	$	86	$	4,491
Other businesses							53
Total balance after reinsurance recoverables, EOP							$	4,544

65

PRUDENTIAL FINANCIAL, INC.

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

11. MARKET RISK BENEFITS

The following table shows a rollforward of MRB balances for variable annuity products within Individual Retirement Strategies, which is the only line of business that contains a material MRB balance, along with a reconciliation to the Company’s total net MRB positions as of the following dates:

 

	Three Months Ended March 31,
	2024		2023
	(in millions)
Balance, BOP	$	4,038	$	4,987
Effect of cumulative changes in NPR	1,137		1,828
Balance, BOP, before effect of changes in NPR	5,175		6,815
Attributed fees collected	288		300
Claims paid	(22)		(32)
Interest accrual	74		85
Actual in force different from expected	2		19
Effect of changes in interest rates	(868)		463
Effect of changes in equity markets	(888)		(671)
Issuances	13		0
Other adjustments	14		78
Balance, EOP, before effect of changes in NPR	3,788		7,057
Effect of cumulative changes in NPR	(886)		(2,014)
Balance, EOP	2,902		5,043
Less: Reinsured MRBs	560		28
Balance, EOP, net of reinsurance	2,342		5,015
Other businesses	57		105
Total net MRB balance	$	2,399	$	5,120

The Company issues certain variable annuity insurance contracts where the Company contractually guarantees to the contractholder a return of no less than (1) total deposits made to the contract adjusted for any partial withdrawals plus a minimum return, and/or (2) the highest anniversary contract value on a specified date adjusted for any withdrawals. These guarantees 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.

The Company also issues indexed variable annuity contracts for which the return is tied to the return of specific indices where the Company contractually guarantees to the contractholder a return of no less than total deposits made to the contract adjusted for any partial withdrawals upon death. In certain of these indexed variable annuity contracts, the Company also contractually guarantees to the contractholder withdrawal benefits payable during specific periods.

For guarantees of benefits that are payable in the event of death, the net amount at risk is generally defined as the current guaranteed minimum death benefit in excess of the current account balance at the balance sheet date. The Company’s primary risk exposures for these contracts relates to actual deviations from, or changes to, the assumptions used in the original pricing of these products, including fixed income and equity market returns, contract lapses and contractholder mortality.

For guarantees of benefits that are payable at annuitization, the net amount at risk is generally defined as the present value of the minimum guaranteed annuity payments available to the contractholder determined in accordance with the terms of the contract in excess of the current account balance. The Company’s primary risk exposures for these contracts relates to actual deviations from, or changes to, the assumptions used in the original pricing of these products, including fixed income and equity market returns, timing of annuitization, contract lapses and contractholder mortality.

For guarantees of benefits that are payable at withdrawal, the net amount at risk is generally defined as the present value of the minimum guaranteed withdrawal payments available to the contractholder determined in accordance with the terms of the contract in excess of the current account balance.

66

PRUDENTIAL FINANCIAL, INC.

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

For guarantees of accumulation balances, the net amount at risk is generally defined as the guaranteed minimum accumulation balance minus the current account balance. The Company’s primary risk exposures for these contracts relates 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 and contractholder behavior.

The following table presents accompanying information to the rollforward table above.

	March 31, 2024		March 31, 2023
	($ in millions)
Net amount at risk(1)	$	8,970	$	11,332
Weighted-average attained age of contractholders	70		69

__________

(1)For contracts with multiple benefit features, the highest net amount at risk for each contract is included.

The tables below reconcile MRB asset and liability positions as of the following dates:

	March 31, 2024
	Retirement Strategies
	Individual Variable		Other Businesses		Total
	(in millions)
Direct and assumed	$	1,497	$	10	$	1,507
Ceded	715		3		718
Total MRB assets	$	2,212	$	13	$	2,225
Direct and assumed	$	4,399	$	70	$	4,469
Ceded	155		0		155
Total MRB liabilities	$	4,554	$	70	$	4,624
Net liability	$	2,342	$	57	$	2,399

	March 31, 2023
	Retirement Strategies
	Individual Variable		Other Businesses		Total
	(in millions)
Direct and assumed	$	895	$	10	$	905
Ceded	67		4		71
Total MRB assets	$	962	$	14	$	976
Direct and assumed	$	5,938	$	118	$	6,056
Ceded	40		0		40
Total MRB liabilities	$	5,978	$	118	$	6,096
Net liability	$	5,016	$	104	$	5,120

67

PRUDENTIAL FINANCIAL, INC.

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

12. REINSURANCE

 The Company participates in reinsurance with third parties primarily to provide additional capacity for future growth, limit the maximum net loss potential arising from large risks and acquire or dispose of businesses.

Effective January 2024, the Company entered into an agreement with Somerset Reinsurance Ltd. (“Somerset Re”) to reinsure certain guaranteed universal life policies issued by Pruco Life Insurance Company (“Pruco Life”) and Pruco Life Insurance Company of New Jersey (“PLNJ”), both of which are wholly-owned subsidiaries of Prudential Financial. These policies represent approximately 30% of the Company’s reserves on its in-force guaranteed universal life block of business as of December 31, 2023. This transaction is structured on a modified coinsurance basis and follows reinsurance accounting. As a result of the transaction, the Company recognized a $411 million deferred reinsurance gain that will be amortized into income over the estimated remaining life of the reinsured policies. The reinsurance payables, which represent the Company’s obligations under the modified coinsurance arrangement, are netted with the reinsurance recoverables in the Unaudited Interim Consolidated Statements of Financial Position. Separately, effective September 2019, Prudential Annuities Life Assurance Corporation (“PALAC”), a previously wholly-owned subsidiary of Prudential Financial, entered into an agreement with Somerset Re, to coinsure business, on a quota share funds withheld basis, related to fixed index annuities. This agreement was subsequently novated from PALAC to Pruco Life effective October 2021, in connection with the sale of PALAC effective April 2022. Under this reinsurance agreement, which is accounted for under deposit method of accounting, the Company cedes to Somerset Re its quota share of the insurance liabilities with respect to the reinsured contracts. The deposit receivables were $1,929 million and $1,619 million as of March 31, 2024 and December 31, 2023, respectively, and the funds withheld liabilities were $1,790 million and $1,518 million as of March 31, 2024 and December 31, 2023, respectively.

Effective September 2023, the Company entered into an agreement with Prismic Re, to reinsure approximately $9 billion of reserves, representing approximately 70% of the in-force structured settlement annuities business previously issued by PICA, 90% of which is on a coinsurance with funds withheld basis and 10% of which is on a coinsurance basis. The reinsurance of the structured settlement annuities that provide periodic payments for the lifetime of the annuitant follows reinsurance accounting. The reinsurance of structured settlement annuities that provide payments for a guaranteed period of time and do not include life contingency risk follows deposit accounting. As a result of the transaction, the Company recognized a $240 million deferred reinsurance loss that will be amortized into income over the estimated remaining life of the reinsured contracts.

Effective April 2023, the Company entered into an agreement with The Ohio National Life Insurance Company, now known as AuguStar, an affiliate of Constellation Insurance Holdings, Inc., to reinsure approximately $10 billion of account values of PDI traditional variable annuity contracts with guaranteed living benefits issued by Pruco Life, a wholly-owned subsidiary of Prudential Financial. This block represents approximately 10% of the Company’s remaining legacy in-force traditional variable annuity block by account value. The Company ceded 100% of separate account liabilities under modified coinsurance and 100% of general account liabilities under coinsurance of its Pruco Life issued PDI traditional variable annuity contracts. The general account liabilities associated with PDI’s guaranteed living and death benefits and the corresponding reinsurance of those liabilities are accounted for as market risk benefits. As a result of the transaction, the Company recognized a $309 million deferred reinsurance gain that will be amortized into income over the estimated remaining life of the reinsured policies.

Effective April 2022, in connection with the sale of the Full Service Retirement business, the Company entered into separate agreements with external counterparties, Great-West and Great-West Life & Annuity Insurance Company of New York, now known as Empower Annuity Insurance Company of America & Empower Life & Annuity Insurance Company of New York, respectively, to reinsure a portion of its Full Service Retirement business. The Company ceded 100% of separate account liabilities under modified coinsurance and 100% of general account liabilities under coinsurance of its Full Service Retirement business. The Company’s Full Service Retirement business consists of market value and stable value separate accounts as well as general account products, including stable value accumulation funds and a stable value wrap product known as a synthetic guaranteed investment contract. The majority of these products are considered investment contracts as they do not contain significant insurance risk; therefore, the reinsurance of such products are accounted for under deposit accounting. The reinsurance agreement offers the policyholders the opportunity to novate their contracts from the Company to Empower and any such novated contracts shall cease to be reinsured under this agreement.

Effective April 2022, in connection with the sale of the PALAC legal entity, now known as Fortitude Life Insurance and Annuity Company (“FLIAC”), the Company entered into a reinsurance agreement with FLIAC under which the Company assumed all of FLIAC’s indexed variable annuities under modified coinsurance. The reinsurance of the indexed variable annuities transfers all significant risks, including mortality risk, embedded in the reinsured contracts. As a result of the

68

PRUDENTIAL FINANCIAL, INC.

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

agreement, reinsurance recoverables includes the assumed modified coinsurance receivable, which reflects the value of the invested assets retained by FLIAC and the associated asset returns. The Company also assumed via coinsurance all of FLIAC’s fixed indexed annuities with a guaranteed lifetime withdrawal income feature, which are accounted for under deposit accounting. The reinsurance agreement offers the policyholders the opportunity to novate their contracts from FLIAC to the Company and any such novated contracts shall cease to be reinsured under this agreement.

Effective April 2015, the Company entered into an agreement with Union Hamilton Reinsurance, Ltd. (“Union Hamilton”) an external counterparty, to reinsure approximately 50% of the Prudential Premier® Retirement Variable Annuity with Highest Daily Lifetime Income (“HDI”) v.3.0 business, a guaranteed benefit feature. This reinsurance agreement covered most new HDI v.3.0 variable annuity business issued between April 1, 2015 and December 31, 2016 on a quota share basis, with Union Hamilton’s cumulative quota share amounting to $2.9 billion of new rider premiums as of December 31, 2016. Reinsurance on business subject to this agreement remains in force for the duration of the underlying annuity contracts. New sales subsequent to December 31, 2016 are not covered by this external reinsurance agreement. This reinsurance agreement is accounted for as market risk benefits.

In January 2013, the Company acquired the Hartford Life Business through reinsurance transactions with three subsidiaries of Hartford Financial Services Group, Inc. (“Hartford Financial”). Under the related agreements, the Company provided reinsurance for approximately 700,000 life insurance policies with net retained face amount in force of approximately $141 billion. The Company acquired the general account business through a coinsurance arrangement and, for certain types of general account policies, a modified coinsurance arrangement. The Company acquired the separate account business through a modified coinsurance arrangement. In May 2018, Hartford Financial sold a group of operating subsidiaries, which included two of the Company’s counterparties to these reinsurance arrangements, to Talcott Resolution Life Insurance Company (“Talcott Resolution”). Talcott Resolution was acquired by Sixth Street in July 2021. There was no impact to the terms, rights or obligations of the Company, or operation of these reinsurance arrangements, as a result of these changes in control of such counterparties.

Since 2011, the Company has entered into a number of reinsurance agreements to assume pension liabilities in the United Kingdom. Under these arrangements, the Company assumes the longevity risk, and in some arrangements, also the investment risk associated with the pension benefits of certain specified beneficiaries.

In 2006, the Company acquired the variable annuity business of The Allstate Corporation (“Allstate”) through a reinsurance transaction. The reinsurance arrangements with Allstate include a coinsurance arrangement associated with the general account liabilities assumed and a modified coinsurance arrangement associated with the separate account liabilities assumed. The reinsurance payables, which represent the Company’s obligations under the modified coinsurance arrangement, are netted with the reinsurance recoverables in the Unaudited Interim Consolidated Statements of Financial Position. During the fourth quarter of 2021, Allstate sold the two counterparties to the aforementioned variable annuity reinsurance transaction to third parties. There was no impact to the terms, rights or obligations of the Company, or operation of these reinsurance arrangements, as a result of this change in control of such counterparties.

For the domestic business, life and disability reinsurance is accomplished through various plans of reinsurance, primarily yearly renewable term, per person excess, excess of loss, and coinsurance. On policies sold since 2000, the Company has reinsured a significant portion of the individual life mortality risk. Placement of reinsurance is accomplished primarily on an automatic basis with some specific risks reinsured on a facultative basis. The Company is authorized and has historically retained up to $30 million per life, but reduced its operating retention limit to $20 million per life in 2013 and then down to $10 million per life for new business starting in 2020. Retention in excess of the operating limit is on an exception basis.

The international business primarily uses reinsurance to obtain experience with respect to certain new product offerings and to a lesser extent, to mitigate mortality risk for certain protection products and for capital management purposes.

Reinsurance amounts included in the Unaudited Interim Consolidated Statements of Operations for “Premiums,” “Policy charges and fee income,” “Change in value of market risk benefits, net of related hedging gains (losses),” “Policyholders’ benefits” and “Change in estimates of liability for future policy benefits,” are as follows:

69

PRUDENTIAL FINANCIAL, INC.

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

	Three Months Ended March 31,
	2024		2023
	(in millions)
Direct premiums	$	14,822	$	8,750
Reinsurance assumed	1,451		1,178
Reinsurance ceded	(736)		(565)
Premiums	$	15,537	$	9,363
Direct policy charges and fee income	$	864	$	966
Reinsurance assumed	300		308
Reinsurance ceded	(108)		(140)
Policy charges and fee income	$	1,056	$	1,134
Direct change in value of market risk benefits, net of related hedging gains (losses)	$	150	$	80
Reinsurance assumed	71		0
Reinsurance ceded	(98)		(5)
Change in value of market risk benefits, net of related hedging gains (losses)	$	123	$	75
Direct policyholders’ benefits	$	15,865	$	9,594
Reinsurance assumed	1,843		1,565
Reinsurance ceded	(1,114)		(855)
Policyholders’ benefits	$	16,594	$	10,304
Direct change in estimates of liability for future policy benefits	$	146	$	(24)
Reinsurance assumed	(5)		4
Reinsurance ceded	(158)		45
Change in estimates of liability for future policy benefits	$	(17)	$	25

Reinsurance recoverables, are as follows:

	March 31, 2024		December 31, 2023
	(in millions)
Individual and group annuities(1)	$	7,221	$	7,516
Life insurance(2)	9,594		8,806
Other reinsurance	407		415
Total reinsurance recoverables(3)(4)	$	17,222	$	16,737

__________

(1)Primarily represents $5,722 million and $5,981 million of reinsurance recoverables as of March 31, 2024 and December 31, 2023, respectively, established under the reinsurance agreement with Prismic Re under which the Company reinsured a portion of its in-force structured settlement annuities business. The Company has also recorded a funds withheld payable related to the reinsurance agreement with Prismic Re of $8,186 million and $8,543 million as of March 31, 2024 and December 31, 2023, respectively. Also includes reinsurance recoverables representing the modified coinsurance receivable established under the reinsurance agreement with FLIAC in which the Company assumed all of FLIAC’s indexed variable annuities of $1,457 million and $1,485 million as of March 31, 2024 and December 31, 2023, respectively.

(2)Includes reinsurance recoverables established under the reinsurance arrangements associated with the acquisition of the Hartford Life Business of $2,067 million and $2,090 million as of March 31, 2024 and December 31, 2023, respectively. The Company has also recorded reinsurance payables related to the Hartford Life Business acquisition of $1,387 million and $1,396 million as of March 31, 2024 and December 31, 2023, respectively. Also includes net reinsurance recoverables of $545 million as of March 31, 2024 for the modified coinsurance receivable established under the reinsurance agreement with Somerset Re in which the Company reinsured a portion of its in-force guaranteed universal life block of business.

(3)Net of $(11) million and $(12) million of allowance for credit losses as of March 31, 2024 and December 31, 2023, respectively.

(4)Excludes deposit receivables of arrangements that are accounted for under the deposit method of accounting of $10,707 million and $10,574 million as of March 31, 2024 and December 31, 2023, respectively. Deposit receivables related to the reinsurance agreement with Prismic Re were $3,715 million and $3,771 million as of March 31, 2024 and December 31, 2023, respectively.

70

PRUDENTIAL FINANCIAL, INC.

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

Excluding the reinsurance recoverables associated with the acquisition of the Hartford Life Business, four major reinsurance companies account for approximately 65% of the Company’s reinsurance recoverables as of March 31, 2024. The Company periodically reviews the financial condition of its reinsurers, amounts recoverable therefrom, and unearned reinsurance premium, in order to reduce its exposure to loss from reinsurer insolvencies. Any expected credit losses are reflected in the current expected credit loss (“CECL”) allowance, after considering any collateral the Company obtained in the form of a trust, letter of credit, or funds withheld arrangement. See Note 2 to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 for additional details regarding CECL. Under the Company’s international longevity reinsurance transactions, the Company obtains collateral from its counterparties to mitigate counterparty default risk.

13. CLOSED BLOCK

On December 18, 2001, the date of demutualization, The Prudential Insurance Company of America (“PICA”) established a closed block for certain in-force participating insurance policies and annuity products, along with corresponding assets used for the payment of benefits and policyholders’ dividends on these products, (collectively the “Closed Block”), and ceased offering these participating products. The recorded assets and liabilities were allocated to the Closed Block at their historical carrying amounts. The Closed Block forms the principal component of the Closed Block division. For additional information regarding the Closed Block, see Note 16 to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

As of March 31, 2024 and December 31, 2023, the Company recognized a policyholder dividend obligation of $2,807 million and $2,873 million, respectively, to Closed Block policyholders for the excess of actual cumulative earnings over expected cumulative earnings. Additionally, accumulated net unrealized investment gains (losses) were reflected as a policyholder dividend obligation of $(2,399) million and $(2,081) million at March 31, 2024 and December 31, 2023, respectively, with a corresponding amount reported in AOCI.

As of March 31, 2024, the Closed Block has sufficient funds to make guaranteed policy benefit payments and there is no expectation that assets outside of the Closed Block will be needed to fund future payments. The excess of Closed Block liabilities over Closed Block assets as of the end of the reporting period shown in the table below is a reasonable measure of the margin in the reported liabilities compared to best estimate liabilities assuming the current dividend scale. Closed Block liabilities and assets designated to the Closed Block, as well as maximum future earnings to be recognized from these liabilities and assets, are as follows:

71

PRUDENTIAL FINANCIAL, INC.

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

	March 31, 2024		December 31, 2023
	(in millions)
Closed Block liabilities
Future policy benefits	$	43,244	$	43,587
Policyholders’ dividends payable	663		648
Policyholders’ dividend obligation	408		792
Policyholders’ account balances	4,464		4,500
Other Closed Block liabilities	3,902		3,605
Total Closed Block liabilities	52,681		53,132
Closed Block assets
Fixed maturities, available-for-sale, at fair value	29,909		30,314
Fixed maturities, trading, at fair value	849		887
Equity securities, at fair value	1,818		1,970
Commercial mortgage and other loans	7,681		7,769
Policy loans	3,441		3,479
Other invested assets	4,432		4,513
Short-term investments	743		232
Total investments	48,873		49,164
Cash and cash equivalents	801		993
Accrued investment income	435		421
Other Closed Block assets	172		138
Total Closed Block assets	50,281		50,716
Excess of reported Closed Block liabilities over Closed Block assets	2,400		2,416
Portion of above representing accumulated other comprehensive income (loss):
Net unrealized investment gains (losses)	(2,562)		(2,241)
Allocated to policyholder dividend obligation	2,399		2,081
Future earnings to be recognized from Closed Block assets and Closed Block liabilities	$	2,237	$	2,256

Information regarding the policyholder dividend obligation is as follows:

	Three Months Ended March 31, 2024
	(in millions)
Balance, December 31, 2023	$	792
Impact from earnings allocable to policyholder dividend obligation	(66)
Change in net unrealized investment gains (losses) allocated to policyholder dividend obligation	(318)
Balance, March 31, 2024	$	408

72

PRUDENTIAL FINANCIAL, INC.

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

Closed Block revenues and benefits and expenses are as follows for the periods indicated:

	Three Months Ended March 31,
		2024		2023
		(in millions)
Revenues
Premiums		$	409	$	406
Net investment income		513		479
Realized investment gains (losses), net		(125)		(17)
Other income (loss)		164		100
Total Closed Block revenues		961		968
Benefits and Expenses
Policyholders’ benefits		584		572
Interest credited to policyholders’ account balances		30		30
Dividends to policyholders		275		302
General and administrative expenses		67		73
Total Closed Block benefits and expenses		956		977
Closed Block revenues, net of Closed Block benefits and expenses, before income taxes		5		(9)
Income tax expense (benefit)		(15)		(32)
Closed Block revenues, net of Closed Block benefits and expenses and income taxes		$	20	$	23

14. INCOME TAXES

The Company uses a full-year projected effective tax rate approach to calculate year-to-date taxes. In determining the full year projected tax rate, the Company considers the realizability of deferred tax assets, including those associated with unrealized investment losses, and has determined based upon the weight of available evidence that no valuation allowance is necessary related to unrealized investment losses. In addition, certain items impacting total income tax expense are recorded in the periods in which they occur. The projected effective tax rate is the ratio of projected “Total income tax expense” divided by projected “Income before income taxes and equity in earnings of joint ventures and other operating entities.” Taxes attributable to joint ventures and other operating entities are recorded within “Equity in earnings of joint ventures and other operating entities, net of taxes.” The interim period tax expense (or benefit) is the difference between the year-to-date income tax provision and the amounts reported for the previous interim periods of the fiscal year.

The Company’s income tax provision, on a consolidated basis, amounted to an income tax expense of $289 million, or 20.8% of income (loss) before income taxes and equity in earnings of joint ventures and other operating entities, in the first three months of 2024, compared to an income tax expense of $382 million, or 20.7%, in the first three months of 2023. The Company’s current and prior effective tax rates differ from the U.S. statutory rate of 21% primarily due to non-taxable investment income, tax credits, foreign earnings taxed at higher rates than the U.S. statutory rate, and the items discussed below.

Foreign Tax Credit Regulations. The Treasury Department and the IRS published Final Regulations in the Federal Register (Treasury Decision 9959) on January 4, 2022, which affect the creditability of certain foreign taxes for U.S. federal income tax purposes. The Final Regulations created uncertainty as to whether a U.S. foreign tax credit could be claimed for taxes paid to Brazil. The ability to claim a foreign tax credit for taxes paid to Brazil impacted the benefit of the election made pursuant to Internal Revenue Code Section 952 to subject earnings from the Company’s insurance operations in Brazil to tax in the U.S. in the tax year earned, net of related foreign tax credits.

On July 21, 2023, the IRS issued Notice 2023-55 which provides temporary relief to taxpayers in determining whether a foreign tax is eligible for a U.S. foreign tax credit for tax years 2022 and 2023, specifically delaying until 2024 the provisions of the Final Regulations that impacted the ability to claim a U.S. foreign tax credit for taxes paid to Brazil. As a result of this

73

PRUDENTIAL FINANCIAL, INC.

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

new guidance, the Company will be able to claim a U.S. foreign tax credit for taxes paid to Brazil for its 2023 and 2024 tax years.

GILTI High Tax Exclusion. On July 20, 2020, the U.S. Treasury and the Internal Revenue Service issued Final Regulations (Treasury Decision 9902) pursuant to Internal Revenue Code Section 951A which allows an annual election to exclude from the U.S. tax return certain Global Intangible Low-Taxed Income (“GILTI”) amounts when the taxes paid by a foreign affiliate exceed 18.9% (90% of U.S. statutory rate of 21%) of the GILTI amount for that foreign affiliate (the “high-tax exception”). These regulations are effective for the 2021 taxable year with an election to apply to any taxable year beginning after 2017. In many of the countries in which the Company operates, including Japan and Brazil, there are differences between local tax rules used to determine the tax base and the U.S. tax principles used to determine GILTI. Also, the Company’s Japan affiliates have a different tax year than the U.S. calendar tax year used to determine GILTI; therefore, while many of the countries, including Japan, have a statutory tax rate above the 18.9% threshold, separate affiliates may not meet the 18.9% threshold each year and, as such, may not qualify for this annual exclusion. The Company anticipates making the high-tax exception election for the 2023 and 2024 tax years and reflected the impact of the election in its full year projected effective tax rate used to calculate year-to-date taxes for the first three months of 2023 and 2024, respectively.

Inflation Reduction Act. On August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022 (the “Inflation Reduction Act”), (House of Representatives, 5376). One of the most significant provisions of the Inflation Reduction Act is a 15% corporate alternative minimum tax (“CAMT”) based on the Company’s GAAP income, with certain adjustments. This provision, which is applicable only to companies with average applicable financial statement income in excess of $1 billion for any three-year period ending in 2022 or later, is effective in taxable years beginning after December 31, 2022. The impact of the book-income alternative minimum tax, if any, will vary from year to year based on the relationship of the Company’s GAAP income to the Company’s taxable income. Any tax paid pursuant to this provision is available as a tax credit in future years when the Company’s tax rate exceeds the 15% minimum tax threshold. The Company is subject to CAMT for 2024 which may or may not result in a CAMT cash tax liability and will have no impact to the full year effective tax rate.

Tax Audit and Unrecognized Tax Benefits. It is possible the Company will make a payment within the next 12 months of approximately $75 million related to unrecognized tax benefits for prior audit cycles, including an amount attributable to the Section 952 election for tax years 2017 and 2018, as the Company pursues resolution of the Section 952 matter. The payment will have no impact on the effective tax rate. The Company cannot predict with reasonable accuracy whether there will be any significant changes within the next twelve months to its total unrecognized tax benefits related to tax years for which the statute of limitations has not expired.

74

PRUDENTIAL FINANCIAL, INC.

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

15. SHORT-TERM AND LONG-TERM DEBT

Short-term Debt

The table below presents the Company’s short-term debt as of the dates indicated:

	March 31, 2024			December 31, 2023
	($ in millions)
Commercial paper:
Prudential Financial	$	25		$	25
Prudential Funding, LLC	480			510
Subtotal commercial paper	505			535
Current portion of long-term debt:
Mortgage debt	80			83
Surplus notes subject to set-off arrangements(1)	2,000			2,000
Subtotal current portion of long-term debt	2,080			2,083
Subtotal	2,585			2,618
Less: assets under set-off arrangements(1)	2,000			2,000
Total short-term debt(2)	$	585		$	618
Supplemental short-term debt information:
Portion of commercial paper borrowings due overnight	$	125		$	110
Daily average commercial paper outstanding for the quarter ended	$	1,461		$	1,334
Weighted average maturity of outstanding commercial paper, in days	28			49
Weighted average interest rate on outstanding commercial paper	5.51		%	5.50		%

_________

(1)The surplus notes have corresponding assets where rights to set-off exist, thereby reducing the amount of surplus notes included in short-term debt.

(2)Includes Prudential Financial debt of $25 million at both March 31, 2024 and December 31, 2023.

Prudential Financial and certain subsidiaries have access to external sources of liquidity, including membership in the FHLBNY, a funding agreement facility with the Federal Agricultural Mortgage Company (“Farmer Mac”), commercial paper programs and contingent financing facilities in the form of facility agreements. The Company also maintains syndicated, unsecured committed credit facilities as an alternative source of liquidity. At March 31, 2024, no amounts were drawn on these syndicated, unsecured committed credit facilities. For additional information regarding these sources of liquidity, see Note 18 to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

75

PRUDENTIAL FINANCIAL, INC.

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

Long-term Debt

The table below presents the Company’s long-term debt as of the dates indicated:

	March 31, 2024		December 31, 2023
	(in millions)
Fixed-rate obligations:
Surplus notes	$	347	$	346
Surplus notes subject to set-off arrangements(1)(2)	11,002		9,790
Senior notes	10,111		10,112
Floating-rate obligations:
Line of credit	255		255
Surplus notes subject to set-off arrangements(1)	580		580
Mortgage debt(3)	73		75
Junior subordinated notes(4)	8,582		8,094
Subtotal	30,950		29,252
Less: assets under set-off arrangements(1)	11,582		10,370
Total long-term debt(5)	$	19,368	$	18,882

__________    

(1)The surplus notes have corresponding assets where rights to set-off exist, thereby reducing the amount of surplus notes included in long-term debt.

(2)Amount includes $6.2 billion of surplus notes used to finance Guideline AXXX reserves for business reinsured to Somerset Re in March 2024. See Note 12 for additional information.

(3)Includes $25 million and $27 million of debt denominated in foreign currency at March 31, 2024 and December 31, 2023, respectively.

(4)Includes Prudential Financial debt of $8,541 million and $8,050 million at March 31, 2024, and December 31, 2023, respectively. Also includes subsidiary debt of $41 million and $44 million denominated in foreign currency at March 31, 2024, and December 31, 2023, respectively.

(5)Includes Prudential Financial debt of $18,652 million and $18,162 million at March 31, 2024 and December 31, 2023, respectively.

At March 31, 2024 and December 31, 2023, the Company was in compliance with all debt covenants related to the borrowings in the table above.

Junior Subordinated Notes

In March 2024, the Company issued $1.0 billion in aggregate principal amount of 6.50% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due in March 2054, and also redeemed, in full, $0.5 billion in aggregate principal amount of 5.20% Fixed-to-Floating Rate Junior Subordinated Notes due in 2044.

16. EMPLOYEE BENEFIT PLANS

Pension and Other Postretirement Plans

The Company has funded and non-funded non-contributory defined benefit pension plans (“Pension Benefits”), which cover substantially all of its employees. For some employees, benefits are based on final average earnings and length of service (the “traditional formula”), while benefits for other employees are based on an account balance that takes into consideration age, length of service and earnings during their career (the “cash balance formula”).

The Company provides certain health care and life insurance benefits for its retired employees, their beneficiaries and covered dependents (“Other Postretirement Benefits”). The health care plan is contributory; the life insurance plan is non-contributory. Substantially all of the Company’s U.S. employees may become eligible to receive certain other postretirement benefits if they retire after age 55 with at least 10 years of service or under certain circumstances after age 50 with at least 20 years of continuous service.

76

PRUDENTIAL FINANCIAL, INC.

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

Net periodic (benefit) cost included in “General and administrative expenses” includes the following components:

	Three Months Ended March 31,
	Pension Benefits				Other Postretirement Benefits
	2024		2023		2024		2023
	(in millions)
Components of net periodic (benefit) cost:
Service cost	$	52	$	51	$	2	$	2
Interest cost	135		138		13		18
Expected return on plan assets	(238)		(231)		(19)		(21)
Amortization of prior service cost	0		0		(17)		(2)
Amortization of actuarial (gain) loss, net	22		17		2		3
Net periodic (benefit) cost	$	(29)	$	(25)	$	(19)	$	0

17. EQUITY

The changes in the number of shares of Common Stock issued, held in treasury and outstanding, are as follows for the periods indicated:

	Common Stock
	Issued	Held In Treasury	Outstanding
	(in millions)
Balance, December 31, 2023	666.3	307.1	359.2
Common Stock issued	0.0	0.0	0.0
Common Stock acquired	0.0	2.3	(2.3)
Stock-based compensation programs(1)	0.0	(2.2)	2.2
Balance, March 31, 2024	666.3	307.2	359.1

__________ 

(1)Represents net shares issued from treasury pursuant to the Company’s stock-based compensation programs.

In December 2023, Prudential Financial’s Board of Directors (the “Board”) authorized the Company to repurchase at management’s discretion up to $1.0 billion of its outstanding Common Stock during the period from January 1, 2024 through December 31, 2024. As of March 31, 2024, 2.3 million shares of the Company’s Common Stock were repurchased under this authorization at a total cost of $250 million.

The timing and amount of share repurchases are determined by management based upon market conditions and other considerations, and repurchases may be executed in the open market, through derivative, accelerated repurchase and other negotiated transactions and through prearranged trading plans complying with Rule 10b5-1(c) under the Securities Exchange Act of 1934 (the “Exchange Act”). Numerous factors could affect the timing and amount of any future repurchases under the share repurchase authorization, including, but not limited to: compliance with laws, increased capital needs of the Company due to changes in regulatory capital requirements, opportunities for growth and acquisitions, and the effect of adverse market conditions.

Dividends declared per share of Common Stock are as follows for the periods indicated:

	Three Months Ended March 31,
		2024		2023
Dividends declared per share of Common Stock		$	1.30	$	1.25

77

PRUDENTIAL FINANCIAL, INC.

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

Accumulated Other Comprehensive Income (Loss)

AOCI represents the cumulative OCI items that are reported separate from net income and detailed on the Unaudited Interim Consolidated Statements of Comprehensive Income. The balance of and changes in each component of AOCI as of and for the three months ended March 31, 2024 and 2023, are as follows:

	Accumulated Other Comprehensive Income (Loss) Attributable to Prudential Financial, Inc.
	Foreign  Currency Translation Adjustment		Net Unrealized Investment  Gains (Losses)(1)		Interest rate remeasurement of Liability for Future Policy Benefits		Gains (Losses) from Changes in Non-performance Risk on Market Risk Benefits		Pension and Postretirement Unrecognized Net Periodic Benefit (Cost)		Total Accumulated Other Comprehensive Income (Loss)
	(in millions)
Balance, December 31, 2023	$	(2,686)	$	(11,213)	$	8,547	$	900	$	(2,052)	$	(6,504)
Change in OCI before reclassifications	(481)		(4,602)		4,213		(252)		6		(1,116)
Amounts reclassified from AOCI	(13)		(172)		0		0		7		(178)
Income tax benefit (expense)	(36)		1,131		(1,006)		53		(5)		137
Balance, March 31, 2024	$	(3,216)	$	(14,856)	$	11,754	$	701	$	(2,044)	$	(7,661)

	Accumulated Other Comprehensive Income (Loss) Attributable to Prudential Financial, Inc.
	Foreign  Currency Translation Adjustment		Net Unrealized Investment  Gains (Losses)(1)		Interest rate remeasurement of Liability for Future Policy Benefits		Gains (Losses) from Changes in Non-performance Risk on Market Risk Benefits		Pension and Postretirement Unrecognized Net Periodic Benefit (Cost)		Total Accumulated Other Comprehensive Income (Loss)
	(in millions)
Balance, December 31, 2022	$	(2,274)	$	(16,194)	$	15,242	$	1,448	$	(2,028)	$	(3,806)
Change in OCI before reclassifications	12		8,243		(8,705)		186		1		(263)
Amounts reclassified from AOCI	0		136		0		0		18		154
Income tax benefit (expense)	(38)		(1,988)		2,160		(39)		(5)		90
Balance, March 31, 2023	$	(2,300)	$	(9,803)	$	8,697	$	1,595	$	(2,014)	$	(3,825)

    

__________

(1)Includes cash flow hedges of $1,199 million and $869 million as of March 31, 2024 and December 31, 2023, respectively, and $2,344 million and $2,616 million as of March 31, 2023 and December 31, 2022, respectively, and fair value hedges of $(51) million and $(60) million as of March 31, 2024 and December 31, 2023, respectively, and $(74) million and $(54) million as of March 31, 2023 and December 31, 2022, respectively.

78

PRUDENTIAL FINANCIAL, INC.

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

Reclassifications out of Accumulated Other Comprehensive Income (Loss)

	Three Months Ended March 31,			Affected line item in Unaudited Interim Consolidated Statements of Operations
		2024				2023
		(in millions)
Amounts reclassified from AOCI(1)(2):
Foreign currency translation adjustment:
Foreign currency translation adjustments		$	13	$	0		Realized investment gains (losses), net
Net unrealized investment gains (losses):
Cash flow hedges—Interest rate		(3)		(23)			(3)
Cash flow hedges—Currency		2		5			(3)
Cash flow hedges—Currency/Interest rate		157		39			(3)
Fair value hedges—Currency		(2)		(2)			(3)
Net unrealized investment gains (losses) on available-for-sale securities		18		(155)			Realized investment gains (losses), net
Total net unrealized investment gains (losses)		172		(136)			(4)
Amortization of defined benefit items:
Prior service cost		17		2			(5)
Actuarial gain (loss)		(24)		(20)			(5)
Total amortization of defined benefit items		(7)		(18)
Total reclassifications for the period		$	178	$	(154)

__________

(1)All amounts are shown before tax.

(2)Positive amounts indicate gains/benefits reclassified out of AOCI. Negative amounts indicate losses/costs reclassified out of AOCI.

(3)See Note 5 for additional information regarding cash flow and fair value hedges.

(4)See table below for additional information regarding unrealized investment gains (losses), including the impact on deferred policy acquisition and other costs, future policy benefits and policyholders’ dividends.

(5)See Note 16 for additional information regarding employee benefit plans.

Net Unrealized Investment Gains (Losses)

Net unrealized investment gains (losses) on available-for-sale fixed maturity securities and certain other invested assets and other assets are included in the Company’s Unaudited Interim Consolidated Statements of Financial Position as a component of AOCI. Changes in these amounts include reclassification adjustments to exclude from “Other comprehensive income (loss)” those items that are included as part of “Net income (loss)” 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 available-for-sale fixed maturity securities on which an allowance for credit losses has been recorded, and all other net unrealized investment gains (losses), are as follows:

79

PRUDENTIAL FINANCIAL, INC.

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

	Net Unrealized Investment Gains (Losses) on Available-for-Sale Fixed Maturity Securities on Which an Allowance for Credit Losses has been Recorded		Net Unrealized Gains (Losses) on All Other Investments(1)		Reinsurance Recoverables		Future Policy Benefits, Policyholders’ Account Balances and Reinsurance Payables		Policyholders’ Dividends		Income Tax Benefit (Expense)		Accumulated Other Comprehensive Income (Loss) Related to Net Unrealized Investment Gains (Losses)
	(in millions)
Balance, December 31, 2023	$	(72)	$	(17,179)	$	(484)	$	1,306	$	2,081	$	3,135	$	(11,213)
Net investment gains (losses) on investments arising during the period	(23)		(4,899)								1,158		(3,764)
Reclassification adjustment for (gains) losses included in net income	(1)		(171)								40		(132)
Reclassification due to allowance for credit losses recorded during the period	23		(23)								0		0
Impact of net unrealized investment (gains) losses					(172)		174		318		(67)		253
Balance, March 31, 2024	$	(73)	$	(22,272)	$	(656)	$	1,480	$	2,399	$	4,266	$	(14,856)

__________

(1)Includes cash flow and fair value hedges. See Note 5 for additional information.

80

PRUDENTIAL FINANCIAL, INC.

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

18. EARNINGS PER SHARE

A reconciliation of the numerators and denominators of the basic and diluted per share computations of Common Stock based on the consolidated earnings of Prudential Financial for the periods indicated is as follows:

	Three Months Ended March 31,
	2024					2023
	Income		Weighted Average Shares	Per Share Amount		Income		Weighted Average Shares	Per Share Amount
	(in millions, except per share amounts)
Basic earnings per share
Net income (loss)	$	1,151				$	1,477
Less: Income (loss) attributable to noncontrolling interests	13					15
Less: Dividends and undistributed earnings allocated to participating unvested share-based payment awards	15					18
Net income (loss) attributable to Prudential Financial available to holders of Common Stock	$	1,123	359.0	$	3.13	$	1,444	366.5	$	3.94
Effect of dilutive securities and compensation programs
Add: Dividends and undistributed earnings allocated to participating unvested share-based payment awards—Basic	$	15				$	18
Less: Dividends and undistributed earnings allocated to participating unvested share-based payment awards—Diluted	15					18
Stock options			0.3					0.2
Deferred and long-term compensation programs			1.2					1.0
Diluted earnings per share
Net income (loss) attributable to Prudential Financial available to holders of Common Stock	$	1,123	360.5	$	3.12	$	1,444	367.7	$	3.93

Unvested share-based payment awards that contain nonforfeitable rights to dividends are participating securities and included in the computation of earnings per share pursuant to the two-class method. Under this method, earnings attributable to Prudential Financial are allocated between Common Stock and the participating awards, as if the awards were a second class of stock. During periods of net income available to holders of Common Stock, the calculation of earnings per share excludes the income attributable to participating securities in the numerator and the dilutive impact of these securities from the denominator. In the event of a net loss available to holders of Common Stock, undistributed earnings are not allocated to participating securities and the denominator excludes the dilutive impact of these securities as they do not share in the losses of the Company. Undistributed earnings allocated to participating unvested share-based payment awards for the three months ended March 31, 2024 and 2023, as applicable, were based on 4.1 million and 4.2 million of such awards, respectively, weighted for the period they were outstanding.

Stock options and shares related to deferred and long-term compensation programs that are considered antidilutive are excluded from the computation of diluted earnings per share. Stock options are considered antidilutive based on application of the treasury stock method or in the event of a net loss available to holders of Common Stock. Shares related to deferred and long-term compensation programs are considered antidilutive in the event of a net loss available to holders of Common Stock. For the periods indicated, the number of stock options and shares related to deferred and long-term compensation programs that were considered antidilutive and were excluded from the computation of diluted earnings per share, weighted for the portion of the period they were outstanding, are as follows:

81

PRUDENTIAL FINANCIAL, INC.

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

	Three Months Ended March 31,
	2024			2023
	Shares	Exercise Price Per Share		Shares	Exercise Price Per Share
	(in millions, except per share amounts, based on weighted average)
Antidilutive stock options based on application of the treasury stock method	0.3	$	110.42	1.2	$	103.16
Antidilutive stock options due to net loss available to holders of Common Stock	0.0			0.0
Antidilutive shares based on application of the treasury stock method	0.0			0.1
Antidilutive shares due to net loss available to holders of Common Stock	0.0			0.0
Total antidilutive stock options and shares	0.3			1.3

19. SEGMENT INFORMATION

Segments

The Company’s principal operations consist of PGIM (the Company’s global investment management business), the U.S. Businesses (consisting of the Retirement Strategies, Group Insurance and Individual Life businesses), the International Businesses (consisting of the Life Planner and Gibraltar Life and Other businesses), the Closed Block division, and the Company’s Corporate and Other operations. The Closed Block division is accounted for as a divested business that is reported separately from the Divested and Run-off Businesses that are included in Corporate and Other operations. Divested and Run-off Businesses consist of businesses that have been, or will be, sold or exited, including businesses that have been placed in wind-down status that do not qualify for “discontinued operations” accounting treatment under U.S. GAAP.

Adjusted Operating Income

The Company analyzes the operating performance of each segment using “adjusted operating income.” Adjusted operating income does not equate to “Income (loss) before income taxes and equity in earnings of joint ventures and other operating entities” or “Net income (loss)” as determined in accordance with U.S. GAAP but is the measure of segment profit or loss used by the Company’s chief operating decision maker to evaluate segment performance and allocate resources, and consistent with authoritative guidance, is the measure of segment performance presented below. Adjusted operating income is calculated by adjusting each segment’s “Income (loss) before income taxes and equity in earnings of joint ventures and other operating entities” for the following items:

•Realized investment gains (losses), net, and related charges and adjustments;

•Change in value of market risk benefits, net of related hedging gains (losses);

•Market experience updates;

•Divested and Run-off Businesses;

•Equity in earnings of joint ventures and other operating entities and earnings attributable to noncontrolling interests; and

•Other adjustments.

These items are important to an understanding of overall results of operations. Adjusted operating income is not a substitute for income determined in accordance with U.S. GAAP, and the Company’s definition of adjusted operating income may differ from that used by other companies. The Company, however, believes that the presentation of adjusted operating income as measured for management purposes enhances the understanding of results of operations by highlighting the results from ongoing operations and the underlying profitability factors of its businesses. For additional information regarding these reconciling items, see Note 23 to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

82

PRUDENTIAL FINANCIAL, INC.

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

Reconciliation of adjusted operating income to net income (loss)

The table below reconciles “Adjusted operating income before income taxes” to “Income (loss) before income taxes and equity in earnings of joint ventures and other operating entities”:

	Three Months Ended March 31,
		2024		2023
		(in millions)
Adjusted operating income before income taxes by segment:
PGIM		$	169	$	151
U.S. Businesses:
Institutional Retirement Strategies		441		396
Individual Retirement Strategies		474		441
Retirement Strategies(1)		915		837
Group Insurance		45		25
Individual Life(1)		(121)		(102)
Total U.S. Businesses		839		760
International Businesses:
Life Planner		545		522
Gibraltar Life and Other		351		318
Total International Businesses		896		840
Corporate and Other(2)		(435)		(471)
Total segment adjusted operating income before income taxes		1,469		1,280
Reconciling items:
Realized investment gains (losses), net, and related charges and adjustments(2)		(97)		369
Change in value of market risk benefits, net of related hedging gains (losses)		123		75
Market experience updates		(32)		48
Divested and Run-off Businesses:
Closed Block division		(3)		(4)
Other Divested and Run-off Businesses(2)		(35)		92
Equity in earnings of joint ventures and other operating entities and earnings attributable to noncontrolling interests		(27)		(5)
Other adjustments(3)		(8)		(8)
Income (loss) before income taxes and equity in earnings of joint ventures and other operating entities per Unaudited Interim Consolidated Financial Statements		$	1,390	$	1,847

__________

(1)The Retirement Strategies and Individual Life segments’ results reflect DAC as if the business is a stand-alone operation. The elimination of intersegment costs capitalized in accordance with this policy is included in consolidating adjustments within Corporate and Other operations.

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

(3)Includes components of consideration for business acquisitions, which are recognized as compensation expense over the requisite service period.

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PRUDENTIAL FINANCIAL, INC.

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

Reconciliation of select financial information

The tables below present certain financial information for the Company’s segments and its Corporate and Other operations, including assets by segment and revenues by segment on an adjusted operating income basis, and the reconciliation of the segment totals to amounts reported in the Unaudited Interim Consolidated Financial Statements. 

	March 31, 2024		December 31, 2023
	(in millions)
Assets by segment:
PGIM	$	37,922	$	42,064
U.S. Businesses:
Institutional Retirement Strategies	119,148		111,308
Individual Retirement Strategies	144,434		139,934
Retirement Strategies	263,582		251,242
Group Insurance	39,321		39,214
Individual Life	116,134		116,449
Total U.S. Businesses	419,037		406,905
International Businesses:
Life Planner	79,319		81,164
Gibraltar Life and Other	105,317		110,060
Total International Businesses	184,636		191,224
Corporate and Other	33,588		29,842
Closed Block division	50,640		51,088
Total assets per Unaudited Interim Consolidated Financial Statements	$	725,823	$	721,123

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PRUDENTIAL FINANCIAL, INC.

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

	Three Months Ended March 31,
	2024		2023
	(in millions)
Revenues by segment:
PGIM	$	990	$	898
U.S. Businesses:
Institutional Retirement Strategies	11,538		4,889
Individual Retirement Strategies	1,214		1,095
Retirement Strategies	12,752		5,984
Group Insurance	1,634		1,564
Individual Life	1,580		1,527
Total U.S. Businesses	15,966		9,075
International Businesses:
Life Planner	2,550		2,624
Gibraltar Life and Other	2,163		2,391
Total International Businesses:	4,713		5,015
Corporate and Other(1)	30		(6)
Total revenues on an adjusted operating income basis	21,699		14,982
Reconciling items:
Realized investment gains (losses), net, and related charges and adjustments(1)	308		512
Change in value of market risk benefits, net of related hedging gains (losses)	123		75
Market experience updates	(58)		24
Divested and Run-off Businesses:
Closed Block division	962		971
Other Divested and Run-off Businesses(1)	514		500
Equity in earnings of joint ventures and other operating entities and earnings attributable to noncontrolling interests	(39)		(19)
Total revenues per Unaudited Interim Consolidated Financial Statements	$	23,509	$	17,045

__________

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

Intersegment revenues

Management has determined the intersegment revenues with reference to market rates. Intersegment revenues are eliminated in consolidation in Corporate and Other operations. The PGIM segment revenues include intersegment revenues, primarily consisting of asset-based management and administration fees, as follows: 

	Three Months Ended March 31,
		2024		2023
		(in millions)
PGIM segment intersegment revenues		$	207	$	205

Segments may also enter into internal derivative contracts with other segments. For adjusted operating income, each segment accounts for the internal derivative results consistent with the manner in which that segment accounts for other similar external derivatives.

85

PRUDENTIAL FINANCIAL, INC.

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

Asset management and service fees

The table below presents asset management and service fees, predominantly related to investment management activities, for the periods indicated:

	Three Months Ended March 31,
		2024		2023
		(in millions)
Asset-based management fees		$	833	$	789
Performance-based incentive fees		41		3
Other fees		125		125
Total asset management and service fees		$	999	$	917

20. RELATED PARTY TRANSACTIONS

In September 2023, the Company invested approximately $200 million, and acquired a 20% equity interest as a limited partner, in Prismic, a Bermuda-exempted limited partnership that owns all of the outstanding capital stock of Prismic Re, a licensed Bermuda-based life and annuity reinsurance company. As this investment is accounted for under the equity method, both Prismic and Prismic Re are considered related parties.

Also in September 2023, the Company entered into an agreement with Prismic Re, to reinsure approximately $9 billion of reserves for certain structured settlement annuity contracts issued by PICA, a wholly-owned subsidiary of the Company. These contracts represent approximately 70% of the Company’s in-force structured settlement annuities business. Separately, the Company, through PGIM, entered into an investment management agreement with Prismic to manage a large portion of Prismic Re's assets. The following tables summarize the impacts to the Company’s financial statements related to the agreements that the Company entered with Prismic and Prismic Re.

The related party balances with Prismic and Prismic Re impacted the Company’s balance sheet as of the periods indicated as follows:

	March 31, 2024		December 31, 2023
	(in millions)
Reinsurance recoverables and deposit receivables	$	9,437	$	9,752
Other assets	$	132	$	132
Reinsurance and funds withheld payables (includes $224 and $508 of embedded derivatives at fair value at March 31, 2024 and December 31, 2023, respectively)	$	8,136	$	8,544
Accumulated other comprehensive income (loss)	$	132	$	335

The Company has agreed to guarantee Prismic Re's reimbursement obligations on letters of credit that may be obtained by Prismic Re from third-party financial institutions to support Prismic Re’s obligations under the reinsurance agreement with the Company for a total amount up to $2.0 billion as of both March 31, 2024 and December 31, 2023. See Note 21 for additional information on the Company’s guarantees and commitments.

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PRUDENTIAL FINANCIAL, INC.

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

The related party activity with Prismic and Prismic Re impacted the Company’s results of operations and cash flows for the period indicated as follows:

	Three Months Ended March 31, 2024
	(in millions)
Premiums	$	(4)
Asset management and service fees	9
Other income	39
Realized investment gains(losses), net	204
Policyholders’ benefits	(71)
Change in estimates of liability for future policy benefits	(4)
General and administrative expenses	11
Income (loss) from related parties, before income taxes	312
Other comprehensive income (loss), before tax	132
Total comprehensive income (loss), before tax	$	444

	Three Months Ended March 31, 2024
	(in millions)
CASH FLOWS FROM OPERATING ACTIVITIES
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Realized investment (gains) losses, net	$	(204)
Change in:
Other, net	$	(183)
CASH FLOWS FROM FINANCING ACTIVITIES
Other, net	$	92

21. COMMITMENTS AND CONTINGENT LIABILITIES

Commitments and Guarantees

Commercial Mortgage Loan Commitments

	March 31, 2024		December 31, 2023
	(in millions)
Total outstanding mortgage loan commitments	$	1,208	$	1,798
Portion of commitment where prearrangement to sell to investor exists	$	294	$	366

In connection with the Company’s commercial mortgage operations, it originates commercial mortgage loans. Commitments for loans that will be held for sale are recognized as derivatives and recorded at fair value. In certain of these transactions, the Company prearranges that it will sell the loan to an investor, including to government sponsored entities as discussed below, after the Company funds the loan. The above amount includes unfunded commitments that are not unconditionally cancellable. For related credit exposure, there was an allowance for credit losses of $1 million as of both March 31, 2024 and December 31, 2023. The change in allowance is $0 million for both the three months ended March 31, 2024 and 2023.

87

PRUDENTIAL FINANCIAL, INC.

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

Commitments to Purchase Investments (excluding Commercial Mortgage Loans)

	March 31, 2024		December 31, 2023
	(in millions)
Expected to be funded from the general account and other operations outside the separate accounts	$	10,922	$	10,675
Expected to be funded from separate accounts	$	1	$	39

The Company has other commitments to purchase or fund investments, some of which are contingent upon events or circumstances not under the Company’s control, including those at the discretion of the Company’s counterparties. The Company anticipates a portion of these commitments will ultimately be funded from its separate accounts. The above amount includes unfunded commitments that are not unconditionally cancellable. There were no related charges for credit losses for either the three months ended March 31, 2024 or 2023.

 Indemnification of Securities Lending and Securities Repurchase Transactions

	March 31, 2024		December 31, 2023
	(in millions)
Indemnification provided to certain clients for securities lending and securities repurchase transactions(1)	$	5,801	$	5,409
Fair value of related collateral associated with above indemnifications(2)	$	5,926	$	5,528
Accrued liability associated with guarantee	$	0	$	0

__________ 

(1)Includes $229 million and $0 million related to securities repurchase transactions as of March 31, 2024 and December 31, 2023, respectively.

(2)Includes $230 million and $0 million related to securities repurchase transactions as of March 31, 2024 and December 31, 2023, respectively.

In the normal course of business, the Company may facilitate securities lending or securities repurchase transactions on behalf of certain client accounts (collectively, “the accounts”). In certain of these arrangements, the Company has provided an indemnification to the accounts to hold them harmless against losses caused by counterparty (i.e., borrower) defaults associated with such transactions facilitated by the Company. In securities lending transactions, collateral is provided by the counterparty to the accounts at the inception of the transaction in an amount at least equal to 102% of the fair value of the loaned securities and the collateral is maintained daily to equal at least 102% of the fair value of the loaned securities. In securities repurchase transactions, collateral is provided by the counterparty to the accounts at the inception of the transaction in an amount at least equal to 95% of the fair value of the securities subject to repurchase and the collateral is maintained daily to equal at least 95% of the fair value of the securities subject to repurchase. The Company is only at risk if the counterparty to the transaction defaults and the value of the collateral held is less than the value of the securities loaned to, or subject to repurchase from, such counterparty. The Company believes the possibility of any payments under these indemnities is remote.

Credit Derivatives Written

As discussed further in Note 5, the Company writes credit derivatives under which the Company is obligated to pay the counterparty the referenced amount of the contract and receive in return the defaulted security or similar security.

Guarantees of Asset Values

	March 31, 2024		December 31, 2023
	(in millions)
Guaranteed value of third-parties’ assets	$	77,683	$	78,009
Fair value of collateral supporting these assets	$	71,951	$	73,186
Asset (liability) associated with guarantee, carried at fair value	$	(2)	$	(2)

88

PRUDENTIAL FINANCIAL, INC.

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

Certain contracts underwritten by the Retirement Strategies segment include guarantees related to financial assets owned by the guaranteed party. These contracts are accounted for as derivatives and carried at fair value. The collateral supporting these guarantees is not reflected on the Unaudited Interim Consolidated Statements of Financial Position.

Indemnification of Serviced Mortgage Loans

	March 31, 2024		December 31, 2023
	(in millions)
Maximum exposure under indemnification agreements for mortgage loans serviced by the Company	$	3,103	$	3,102
First-loss exposure portion of above	$	897	$	898
Accrued liability associated with guarantees(1)	$	26	$	28

__________

(1)The accrued liability associated with guarantees includes an allowance for credit losses of $13 million and $14 million as of March 31, 2024 and December 31, 2023, respectively. The change in allowance is a reduction of $1 million for both the three months ended March 31, 2024, and 2023.

As part of the commercial mortgage activities of the Company’s PGIM segment, the Company provides commercial mortgage origination, underwriting and servicing for certain government sponsored entities, such as Fannie Mae and Freddie Mac. The Company has agreed to indemnify the government sponsored entities for a portion of the credit risk associated with certain of the mortgages it services through a delegated authority arrangement. Under these arrangements, the Company originates multi-family mortgages for sale to the government sponsored entities based on underwriting standards they specify, and makes payments to them for a specified percentage share of losses they incur on certain loans serviced by the Company. The Company’s percentage share of losses incurred generally varies from 4% to 20% of the loan balance, and is typically based on a first-loss exposure for a stated percentage of the loan balance, plus a shared exposure with the government sponsored entity for any losses in excess of the stated first-loss percentage, subject to a contractually specified maximum percentage. The Company determines the liability related to this exposure using historical loss experience, and the size and remaining life of the asset. The Company serviced $24,823 million and $24,875 million of mortgages subject to these loss-sharing arrangements as of March 31, 2024 and December 31, 2023, respectively, all of which are collateralized by first priority liens on the underlying multi-family residential properties. As of March 31, 2024, these mortgages had a weighted-average debt service coverage ratio of 1.94 times and a weighted-average loan-to-value ratio of 60%. As of December 31, 2023, these mortgages had a weighted-average debt service coverage ratio of 1.97 times and a weighted-average loan-to-value ratio of 60%. The Company had no losses related to indemnifications that were settled for either the three months ended March 31, 2024 or 2023.

Other Guarantees

	March 31, 2024		December 31, 2023
	(in millions)
Other guarantees where amount can be determined	$	42	$	36
Accrued liability for other guarantees and indemnifications	$	32	$	32

The Company is also subject to other financial guarantees and indemnity arrangements. The Company has provided indemnities and guarantees related to acquisitions, dispositions, investments and other transactions that are triggered by, among other things, breaches of representations, warranties or covenants provided by the Company. These obligations are typically subject to various time limitations, defined by the contract or by operation of law, such as statutes of limitation. In some cases, the maximum potential obligation is subject to contractual limitations, while in other cases such limitations are not specified or applicable. This includes guarantees issued on $1.5 billion of standby committed letters of credit and $0.5 billion of standby uncommitted letters of credit that may be obtained by Prismic Re from third-party financial institutions, for the benefit of PICA as beneficiary, to support U.S. statutory reserve credit related to a reinsurance agreement with PICA. As of March 31, 2024, no letters of credit have been issued to PICA under the facility, and the likelihood of PICA drawing upon them is remote. The guarantees are renewable on an annual basis. The current value of the guarantees is estimated to be immaterial. See Note 20 for additional information on the related party relationship between the Company and Prismic Re and Note 12 for additional information on the Company’s reinsurance transactions.

89

PRUDENTIAL FINANCIAL, INC.

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

Since certain of these obligations are not subject to limitations, it is not possible to determine the maximum potential amount due under these guarantees. The accrued liability identified above relates to the sale of The Prudential Life Insurance Company of Taiwan Inc. (“POT”) and represents a financial guarantee of certain insurance obligations of POT.

Contingent Liabilities

On an ongoing basis, the Company and its regulators review its operations including, but not limited to, sales and other customer interface procedures and practices, and procedures for meeting obligations to its customers and other parties. These reviews may result in the modification or enhancement of processes or the imposition of other action plans, including concerning management oversight, sales and other customer interface procedures and practices, and the timing or computation of payments to customers and other parties. In certain cases, if appropriate, the Company may offer customers or other parties remediation and may incur charges, including the cost of such remediation, administrative costs and regulatory fines.

The Company is subject to the laws and regulations of states and other jurisdictions concerning the identification, reporting and escheatment of unclaimed or abandoned funds, and is subject to audit and examination for compliance with these requirements.

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 as a result of payments in connection with the matters discussed above or other matters depending, in part, upon the results of operations or cash flow for such period. Management believes, however, that ultimate payments in connection with these matters, after consideration of applicable reserves and rights to indemnification, should not have a material adverse effect on the Company’s financial position.

Litigation and Regulatory Matters

The Company is subject to legal and regulatory actions in the ordinary course of its businesses. Pending legal and regulatory actions include proceedings relating to aspects of the Company’s businesses and operations that are specific to it and proceedings that are typical of the businesses in which it operates, including in both cases businesses that have been either divested or placed in wind-down status. Some of these proceedings have been brought on behalf of various alleged classes of complainants. In certain of these matters, the plaintiffs are seeking large and/or indeterminate amounts, including punitive or exemplary damages. The outcome of litigation or a regulatory matter, and the amount or range of potential loss at any particular time, is often inherently uncertain.

The Company establishes accruals for litigation and regulatory matters when it is probable that a loss has been incurred and the amount of that loss can be reasonably estimated. For litigation and regulatory matters where a loss may be reasonably possible, but not probable, or is probable but not reasonably estimable, no accrual is established but the matter, if potentially material, is disclosed, including matters discussed below. The Company estimates that as of March 31, 2024, the aggregate range of reasonably possible losses in excess of accruals established for those litigation and regulatory matters for which such an estimate currently can be made is less than $250 million. Any estimate is not an indication of expected loss, if any, or the Company’s maximum possible loss exposure on such matters. The Company reviews relevant information with respect to its litigation and regulatory matters on a quarterly and annual basis and updates its accruals, disclosures and estimates of reasonably possible loss based on such reviews.

The following discussion of litigation and regulatory matters provides an update of those matters discussed in Note 25 to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, and should be read in conjunction with the complete descriptions provided in the Form 10-K.

Individual Annuities, Individual Life and Group Insurance

California Advocates for Nursing Home Reform v. The Prudential Insurance Company of America and Pruco Life Insurance Company, et al.

In February 2024, defendants removed the action from California state court to the United States District Court for the Northern District of California.

90

PRUDENTIAL FINANCIAL, INC.

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

Securities Litigation

City of Warren v. PFI, et al.

In March 2024, the court issued an order granting the motion for preliminary approval of the Settlement.

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 the Company’s results of operations or cash flow 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 statements. 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 statements.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

TABLE OF CONTENTS

	Page
Overview	93
Impact of Changes in the Interest Rate Environment	93
Results of Operations	96
Consolidated Results of Operations	96
Segment Results of Operations	96
Segment Measures	98
Impact of Foreign Currency Exchange Rates	98
Accounting Policies & Pronouncements	101
Results of Operations by Segment	102
PGIM	102
U.S. Businesses	105
Retirement Strategies	106
Group Insurance	112
Individual Life	113
International Businesses	115
Corporate and Other	118
Divested and Run-off Businesses	119
Closed Block Division	119
Income Taxes	120
General Account Investments	121
Valuation of Assets and Liabilities	136
Liquidity and Capital Resources	139
Ratings	149

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) addresses the consolidated financial condition of Prudential Financial, Inc. (“Prudential,” “Prudential Financial,” “PFI,” or “the Company”) as of March 31, 2024, compared with December 31, 2023, and its consolidated results of operations for the three months ended March 31, 2024 and 2023. You should read the following analysis of our consolidated financial condition and results of operations in conjunction with the MD&A, the “Risk Factors” section, and the audited Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, as well as the statements under “Forward-Looking Statements,” and the Unaudited Interim Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q.

92

Overview

Prudential Financial, a financial services leader with approximately $1.496 trillion of assets under management as of March 31, 2024, has operations primarily in the United States of America (“U.S.”), Asia, Europe and Latin America. Through our subsidiaries and affiliates, we offer a wide array of financial products and services, including life insurance, annuities, retirement solutions, mutual funds and investment management. We offer these products and services to individual and institutional customers through one of the largest distribution networks in the financial services industry.

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

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

Management expects that results will continue to benefit from our mutually-reinforcing business system, which includes a mix of businesses that complement each other to provide competitive advantages, earnings diversification and capital benefits from a balanced risk profile. We believe we are well-positioned to tap into market opportunities to meet the evolving needs of our clients and society at large. Our mix of high-quality protection, retirement and investment management businesses enables us to offer solutions that cover a broad range of financial needs and to engage with our clients through multiple channels.

In September 2023, we, together with Warburg Pincus and a group of institutional investors, announced the launch of Prismic Life Reinsurance, Ltd. (“Prismic Re”), a licensed Bermuda-based life and annuity reinsurance company. In conjunction with this announcement, we made an initial equity investment through our Corporate and Other operations of approximately $200 million, equivalent to a 20% interest, in Prismic Life Holding Company LP (“Prismic”), the Bermuda-exempted limited partnership that owns all of the outstanding capital stock of Prismic Re. We expect the increased reinsurance capacity that this partnership provides to support our vision of expanding access to investing, insurance, and retirement security for people around the world. Our initial transaction, effective September 2023, was to reinsure approximately $9 billion, or 70%, of reserves related to our structured settlement annuities business with Prismic Re. See Note 12 to the Unaudited Interim Consolidated Financial Statements for additional information regarding this transaction.

As part of our continuous improvement process, we are working to become a leaner and more agile company by simplifying our management structure, empowering our employees with faster decision-making processes and investing in technology and data platforms. We expect these actions will create operating efficiencies, and provide reinvestment capacity to build capabilities, realize additional efficiencies, strengthen our competitiveness and fuel future growth.

Impact of Changes in the Interest Rate Environment

As a global financial services company, market interest rates are a key driver of our liquidity and capital positions, cash flows, results of operations and financial position. Changes in interest rates can affect these in several ways, including favorable or adverse impacts to:

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

•the valuation of fixed income investments and derivative instruments;

•collateral posting requirements, hedging costs and other risk mitigation activities;

•customer account values and assets under management, including their impacts on fee-related income;

•insurance reserve levels, including market risk benefits (“MRBs”), and market experience true-ups;

•policyholder behavior, including surrender or withdrawal activity;

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

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

93

For additional information regarding interest rate risks, see “Risk Factors—Market Risk” included in our Annual Report on Form 10-K for the year ended December 31, 2023.

See below for a discussion of the current interest rate environment and its impact to net investment spread in our U.S. and Japanese operations along with the composition of their insurance liabilities and policyholder account balances.

U.S. Operations excluding the Closed Block Division

While interest rates in the U.S. have experienced a sustained period of historically low levels, rates increased throughout 2022 and have continued to sustain higher levels through the first quarter of 2024, and our average reinvestment yield is generally now exceeding our current average portfolio yield.

In order to manage the impacts that changes in interest rates have on our net investment spread, we employ a proactive asset/liability management program, which includes strategic asset allocation and hedging strategies within a disciplined risk management framework. These strategies seek to match the liability characteristics of our products, and to closely approximate the interest rate sensitivity of the assets with the estimated interest rate sensitivity of the product liabilities. Our asset/liability management program also helps manage duration gaps, currency and other risks between assets and liabilities through the use of derivatives. We adjust this dynamic process as products change, as customer behavior changes and as changes in the market environment occur. As a result, our asset/liability management process has permitted us to manage the interest rate risk associated with our products through several market cycles. Our interest rate exposure is also mitigated by our business mix, which includes lines of business for which fee-based and insurance underwriting earnings play a more prominent role in product profitability. We also regularly examine our product offerings and their profitability. As a result, we may reprice certain products and discontinue sales of other products that do not meet our profit expectations.

The portion of the general account supporting our U.S. Businesses and our Corporate and Other operations has approximately $197 billion of fixed maturity securities and commercial mortgage loans (based on net carrying value) as of March 31, 2024, with an average portfolio yield of approximately 4.8%. For this portion of the general account attributable to these operations, we estimate annual principal payments and prepayments that we would be required to reinvest to be approximately 7.4% of the fixed maturity security and commercial mortgage loan portfolios through 2025.

Included in the $197 billion of fixed maturity securities and commercial mortgage loans are approximately $163 billion that are subject to call or redemption features at the issuer’s option and have a weighted average interest rate of approximately 5%. Of this $163 billion, approximately 53% contain provisions for prepayment premiums. Future operating results will be impacted by (i) the reinvestment of scheduled payments or prepayments (not subject to a prepayment fee) at different rates compared to the current portfolio yield, including in some cases at rates below those guaranteed under our insurance contracts, and (ii) our utilization of other asset/liability management strategies, as described above, in order to maintain favorable net investment spread.

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

	As of March 31, 2024
	(in billions)
Long-duration insurance products with fixed and guaranteed terms	$	177
Contracts with adjustable crediting rates subject to guaranteed minimums	37
Participating contracts where investment income risk ultimately accrues to contractholders	1
Total	$	215

The $177 billion above relates to long-duration products such as group annuities, structured settlements and other insurance products that have fixed and guaranteed terms. We seek to manage the impact of changes in interest rates on these contracts through asset/liability management, as discussed above.

The $37 billion above relates to contracts with crediting rates that may be adjusted over the life of the contract, subject to guaranteed minimums. Although we may have the ability to lower crediting rates for those contracts above guaranteed minimums, our willingness to do so may be limited by competitive pressures. For additional information regarding contracts with adjustable crediting rates subject to guaranteed minimums, see Note 10 to the Unaudited Interim Consolidated Financial Statements.

94

The remaining $1 billion of insurance liabilities and policyholder account balances in these operations relates to participating contracts for which the investment income risk is expected to ultimately accrue to contractholders. The crediting rates for these contracts are periodically adjusted based on the return earned on the related assets.

Closed Block Division

Substantially all of the $49 billion of general account assets in the Closed Block division support obligations and liabilities relating to the Closed Block policies only. See Note 13 to the Unaudited Interim Consolidated Financial Statements for additional information regarding the Closed Block.

Japanese Operations

Japan has experienced a low interest rate environment for many years, during which the Bank of Japan’s monetary policy has resulted in even lower and, at times, negative yields for certain tenors of government bonds; however, recent actions by the Bank of Japan have resulted in an increase in interest rates in the first quarter of 2024.

In order to manage, to the extent possible, the impact that the current interest rate environment has on our net investment spread, our Japanese operations employ a proactive asset/liability management program. We continue to purchase long-term bonds with tenors of 10 years or greater. We also regularly examine our product offerings and their profitability. As a result, we may reprice certain products, adjust commissions for certain products and discontinue sales of other products that do not meet our profit expectations. Additionally, our diverse product portfolio in terms of currency mix and premium payment structure allows us to further manage any impacts from changes in the interest rate environment. For additional information regarding sales within these operations, see “—International Businesses—Sales Results,” below.

The portion of the general account supporting our Japanese operations has approximately $148 billion of fixed maturity securities and commercial mortgage loans (based on net carrying value) as of March 31, 2024, with an average portfolio yield of approximately 2.9%. Our Japanese operations have continued to invest in U.S. dollar-denominated assets supporting our U.S. dollar-denominated product portfolio, which has now driven average reinvestment rates to exceed current average portfolio rates. For this portion of the general account attributable to these operations, we estimate annual principal payments and prepayments that we would be required to reinvest to be approximately 6.6% of the fixed maturity security and commercial mortgage loan portfolios through 2025.

Included in the $148 billion of fixed maturity securities and commercial mortgage loans are approximately $14 billion that are subject to call or redemption features at the issuer’s option and have a weighted average interest rate of approximately 4%. Of this $14 billion, approximately 6% contain provisions for prepayment premiums. Future operating results will be impacted by (i) the reinvestment of scheduled payments or prepayments (not subject to a prepayment fee) at different rates compared to the current portfolio yield, including in some cases at rates below those guaranteed under our insurance contracts, and (ii) our utilization of other asset/liability management strategies, as described above, in order to maintain favorable net investment spread.

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

	As of March 31, 2024
	(in billions)
Insurance products with fixed and guaranteed terms	$	115
Contracts with a market value adjustment if canceled before maturity	32
Contracts with adjustable crediting rates subject to guaranteed minimums	9
Total	$	156

The $115 billion is primarily comprised of long-duration insurance products that have fixed and guaranteed terms for which underlying assets may have to be reinvested at interest rates that are lower than current portfolio yields. The remaining insurance liabilities and policyholder account balances include $32 billion related to contracts that impose a market value adjustment if the contracts are canceled before maturity and $9 billion related to contracts with crediting rates that may be adjusted over the life of the contract, subject to guaranteed minimums. Most of the current crediting rates on these contracts,

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however, are at or near contractual minimums. Although we have the ability in some cases to lower crediting rates for those contracts that are above guaranteed minimum crediting rates, the majority of this business has interest crediting rates that are determined by formula. See Note 10 to the Unaudited Interim Consolidated Financial Statements for additional information regarding crediting rates on policyholder account balances.

Results of Operations

Consolidated Results of Operations

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

	Three Months Ended March 31,
		2024		2023
		(in millions)
Revenues		$	23,509	$	17,045
Benefits and expenses		22,119		15,198
Income (loss) before income taxes and equity in earnings of joint ventures and other operating entities		1,390		1,847
Income tax expense (benefit)		289		382
Income (loss) before equity in earnings of joint ventures and other operating entities		1,101		1,465
Equity in earnings of joint ventures and other operating entities, net of taxes		50		12
Net income (loss)		1,151		1,477
Less: Income attributable to noncontrolling interests		13		15
Net income (loss) attributable to Prudential Financial, Inc.		$	1,138	$	1,462

Three Month Comparison. The $324 million decrease in “Net income (loss) attributable to Prudential Financial, Inc.” for the first quarter of 2024 compared to the first quarter of 2023 reflected the following notable items on a pre-tax basis:

•$466 million unfavorable variance from realized investment gains (losses), net, and related charges and adjustments;

•$126 million unfavorable variance from our Divested and Run-off Businesses; and

•$80 million unfavorable variance from market experience updates.

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

•$189 million favorable variance from higher adjusted operating income from our business segments (see “Segment Results of Operations for additional information); and

•$48 million favorable variance reflecting the change in value of market risk benefits, net of related hedging gains (losses).

“Net income (loss) attributable to Prudential Financial, Inc.” also reflected a $93 million favorable variance from income taxes, primarily driven by the decrease in pre-tax earnings, as described above.

Segment Results of Operations

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

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

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	Three Months Ended March 31,
		2024		2023
		(in millions)
Adjusted operating income before income taxes by segment:
PGIM		$	169	$	151
U.S. Businesses:
Retirement Strategies		915		837
Group Insurance		45		25
Individual Life		(121)		(102)
Total U.S. Businesses		839		760
International Businesses		896		840
Corporate and Other(1)		(435)		(471)
Total segment adjusted operating income before income taxes		1,469		1,280
Reconciling items:
Realized investment gains (losses), net, and related charges and adjustments(1)(2)		(97)		369
Change in value of market risk benefits, net of related hedging gains (losses)		123		75
Market experience updates		(32)		48
Divested and Run-off Businesses(3):
Closed Block division		(3)		(4)
Other Divested and Run-off Businesses(1)		(35)		92
Equity in earnings of joint ventures and other operating entities and earnings attributable to noncontrolling interests(4)		(27)		(5)
Other adjustments(5)		(8)		(8)
Consolidated income (loss) before income taxes and equity in earnings of joint ventures and other operating entities		$	1,390	$	1,847

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

(2)See “—General Account Investments” and Note 19 to the Unaudited Interim Consolidated Financial Statements for additional information.

(3)Represents the contribution to income (loss) of Divested and Run-off Businesses that have been or will be sold or exited, including businesses that have been placed in wind-down, but did not qualify for “discontinued operations” accounting treatment under U.S. GAAP. See “—Divested and Run-off Businesses” for additional information.

(4)Equity in earnings of joint ventures and other operating entities is included in adjusted operating income but excluded from “Income (loss) before income taxes and equity in earnings of joint ventures and other operating entities” as it is reflected on an after-tax U.S. GAAP basis as a separate line in the Unaudited Interim Consolidated Statements of Operations. Earnings attributable to noncontrolling interests are excluded from adjusted operating income but included in “Income (loss) before income taxes and equity in earnings of joint ventures and other operating entities” as they are reflected on a U.S. GAAP basis as a separate line in the Unaudited Interim Consolidated Statements of Operations. Earnings attributable to noncontrolling interests represent the portion of earnings from consolidated entities that relates to the equity interests of minority investors.

(5)Includes certain components of consideration for business acquisitions, which are recognized as compensation expense over the requisite service periods.

Segment results for the period presented above reflect the following:

PGIM. Results for the first quarter of 2024 increased in comparison to the prior year period, primarily reflecting higher net asset management fees and net other related revenues, partially offset by higher compensation expenses.

Retirement Strategies. Results for the first quarter of 2024 increased in comparison to the prior year period, primarily driven by higher net investment spread results, partially offset by lower fee income, net of distribution expenses and other associated costs.

Group Insurance. Results for the first quarter of 2024 increased in comparison to the prior year period, primarily driven by higher underwriting results and higher net investment spread results, partially offset by higher expenses.

Individual Life. Results for the first quarter of 2024 decreased in comparison to the prior year period, driven by higher expenses and lower net investment spread results, partially offset by higher underwriting results.

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International Businesses. Results for the first quarter of 2024 increased in comparison to the prior year period, inclusive of an unfavorable net impact from foreign currency exchange rates, primarily driven by higher net investment spread results and higher earnings from joint ventures and other operating entities, partially offset by lower underwriting results.

Corporate and Other. Results for the first quarter of 2024 reflected decreased losses in comparison to the prior year period, primarily driven by lower net charges from other corporate activities.

Closed Block Division. Results for the first quarter of 2024 increased in comparison to the prior year period, reflecting changes in cumulative earnings and other factors, mostly offset by changes in the policyholder dividend obligation.

Segment Measures

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

See Note 19 to the Unaudited Interim Consolidated Financial Statements for additional information regarding the presentation of segment results and our definition of adjusted operating income.

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

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

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

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

Impact of Foreign Currency Exchange Rates

Foreign currency exchange rate movements and related hedging strategies

As a U.S.-based company with significant business operations outside the U.S., particularly in Japan, we are subject to foreign currency exchange rate movements that could impact our U.S. dollar (“USD”)-equivalent shareholder return on equity. We seek to mitigate this impact through various hedging strategies, including holding USD-denominated assets in certain of our foreign subsidiaries.

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

The table below presents the aggregate amount of instruments that serve to hedge the impact of foreign currency exchange movements on our USD-equivalent shareholder return on equity from our Japanese insurance subsidiaries as of the dates indicated.

	March 31, 2024		December 31, 2023
	(in billions)
Foreign currency hedging instruments:
USD-denominated assets associated with yen-based entities(1)	$	6.4	$	7.2
Dual currency and synthetic dual currency investments(2)	0.3		0.3
Total foreign currency hedges	$	6.7	$	7.5

__________

(1)Includes USD-denominated fixed maturities at amortized cost plus any related accrued investment income, as well as USD notional amount of foreign currency derivative contracts outstanding. Note this amount represents only those USD assets serving to hedge the impact of foreign currency volatility on equity. Separate from this program, our Japanese operations also have $80.5 billion and $80.0 billion as of March 31, 2024 and December 31, 2023, respectively, of USD-denominated assets supporting USD-denominated liabilities related to USD-denominated products.

(2)Dual currency and synthetic dual currency investments are held by our yen-based entities in the form of fixed maturities and loans with a yen-denominated principal component and USD-denominated interest income. The amounts shown represent the present value of future USD-denominated cash flows.

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

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

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

The financial results of our International Businesses and PGIM reflect the impact of intercompany arrangements with our Corporate and Other operations pursuant to which these segments’ non-USD-denominated earnings are translated at fixed currency exchange rates that are predetermined during the third quarter of the prior year using forward currency exchange rates. Results of our Corporate and Other operations include differences between the translation adjustments recorded by the segments at the fixed currency exchange rate versus the actual average rate during the period.

In addition, specific to our International Businesses where we hedge certain currencies utilizing forward currency contracts with third-parties, the results of our Corporate and Other operations also include the impact of any gains or losses recorded from these contracts that settled during the period, which include the impact of any over or under hedging of actual earnings that differ from projected earnings.

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

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	Three Months Ended March 31,
		2024		2023
		(in millions)
Segment impacts of intercompany arrangements:
International Businesses		$	3	$	3
PGIM		0		0
Impact of intercompany arrangements(1)		3		3
Corporate and Other:
Impact of intercompany arrangements(1)		(3)		(3)
Settlement gains (losses) on forward currency contracts(2)		(3)		3
Net benefit (detriment) to Corporate and Other		(6)		0
Net impact on consolidated revenues and adjusted operating income		$	(3)	$	3

__________ 

(1)Represents the difference between non-USD-denominated earnings translated on the basis of weighted average monthly currency exchange rates versus fixed currency exchange rates determined in connection with the foreign currency income hedging program.

(2)As of March 31, 2024 and 2023, the total notional amounts of these forward currency contracts within our Corporate and Other operations were $0.7 billion and $0.3 billion, respectively.

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

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

As a result, we implemented a structure in Gibraltar Life’s operations that disaggregated the USD- and AUD-denominated businesses into separate divisions, each with its own functional currency that aligns with the underlying products and investments. The result of this alignment was to reduce differences in the accounting for changes in the value of these assets and liabilities that arise due to changes in foreign currency exchange rate movements. For the USD- and AUD-denominated assets that were transferred under this structure, the net cumulative unrealized investment gains associated with foreign exchange remeasurement that were recorded in “Accumulated other comprehensive income (loss)” (“AOCI”) totaled $1.2 billion and $1.4 billion as of March 31, 2024 and December 31, 2023, respectively, and will be recognized in earnings within “Realized investment gains (losses), net” over time as these assets mature or are sold. Absent the sale of any of these assets prior to their stated maturity, approximately 7% of the $1.2 billion balance as of March 31, 2024 will be recognized throughout the remainder of 2024, approximately 3% will be recognized in 2025, and the remaining balance will be recognized from 2026 through 2051.

Highly inflationary economies

Our insurance operations in Argentina, Prudential of Argentina (“POA”), have historically utilized the Argentine peso as the functional currency given it is the currency of the primary economic environment in which the entity operates. During 2018, Argentina experienced a cumulative inflation rate that exceeded 100% over a 3-year period. As a result, Argentina’s economy was deemed to be highly inflationary, resulting in reporting changes effective July 1, 2018. Under U.S. GAAP, the financial statements of a foreign entity in a highly inflationary economy are to be remeasured as if its functional currency (formerly the Argentine peso) is the reporting currency of its parent reporting entity (the USD) on a prospective basis. While this changed how the results of POA are remeasured and/or translated into USD, the impact to our financial statements was not material given the relative size of our POA operations. As discussed further in “—International Businesses” below, in March 2024, the Company entered into a definitive agreement to sell POA and has transferred these operations into the Divested and Run-off Businesses that are included within our Corporate and Other operations.

Enterprise Group, our strategic investment in Ghana, has historically utilized the Ghanaian cedi as its functional currency given it is the currency of the primary economic environment in which the entity operates. In the fourth quarter of 2023, Ghana

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experienced a cumulative inflation rate that exceeded 100% over a 3-year period. As a result, Ghana’s economy was deemed to be highly inflationary, which requires the results of our investment in Enterprise Group to be remeasured in USD, effective January 1, 2024, as per the U.S. GAAP requirements described above. We do not expect this change to have a material impact to our financial statements given the relative size of the investment.

Accounting Policies & Pronouncements

Application of Critical Accounting Estimates

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

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

•Policyholder liabilities;

•Goodwill;

•Valuation of investments including derivatives, measurement of allowance for credit losses, and recognition of other-than-temporary impairments (“OTTI”);

•Pension and other postretirement benefits;

•Taxes on income; and

•Reserves for contingencies, including reserves for losses in connection with unresolved legal matters.

Market Performance - Equity and Interest Rate Assumptions

The liability for future policy benefits for certain of our universal life type products includes quarterly adjustments for the impact of changes to our estimate of future rates of returns on investments to reflect actual fund performance and market conditions. A portion of the returns on investments for our variable life contracts are dependent upon the total rate of return on assets held in separate account investment options. This rate of return influences the fees we earn and expected claims to be paid on variable life contracts, as well as other sources of profit. Returns that are higher than our expectations for a given period produce higher than expected account balances, which increase the future fees we expect to earn on variable life contracts and decrease expected claims to be paid on variable life contracts. The opposite occurs when returns are lower than our expectations.

The weighted average rate of return assumptions used in developing estimated market returns consider many factors specific to each product type, including asset durations, asset allocations and other factors. With regard to equity market assumptions, the near-term future rate of return assumption used in evaluating liabilities for future policy benefits for certain of our products, primarily our domestic and international variable life insurance products, is generally updated each quarter and is derived using a reversion to the mean approach, a common industry practice. Under this approach, we consider historical equity returns and adjust projected equity returns over an initial future period of five years (the “near-term”) so that equity returns converge to the long-term expected rate of return. If the near-term projected future rate of return is greater than our near-term maximum future rate of return of 15.0%, we use our maximum future rate of return. If the near-term projected future rate of return is lower than our near-term minimum future rate of return of 0%, we use our minimum future rate of return. As of March 31, 2024, our domestic variable life insurance businesses assume an 8.0% long-term equity expected rate of return and a 3.3% near-term mean reversion equity expected rate of return, and our international variable life insurance business assumes a 5.0% long-term equity expected rate of return and a 0% near-term mean reversion equity expected rate of return.

With regard to interest rate assumptions used in evaluating liabilities for future policy benefits for certain of our products, we update the long-term and near-term future rates used to project fixed income returns annually and quarterly, respectively. As a result of our 2023 annual reviews and update of assumptions and other refinements, we kept our long-term expectation of the U.S. Treasury rate and Japanese Government Bond yield unchanged and continue to grade to rates of 3.25% and 1.00%, respectively, over ten years. As part of our quarterly market experience updates, we update our near-term projections of interest rates to reflect changes in current rates.

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For further discussion of impacts that could result from changes in these key estimates and assumptions, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Accounting Policies and Pronouncements—Application of Critical Accounting Estimates” in our Annual Report on Form 10-K for the year ended December 31, 2023.

Adoption of New Accounting Pronouncements

See Note 2 to the Unaudited Interim Consolidated Financial Statements for accounting pronouncements issued but not yet adopted and newly adopted accounting pronouncements.

Results of Operations by Segment

PGIM

Business Update

•In December 2023, we completed the acquisition of a majority stake in Deerpath Capital Management, LP (“Deerpath”), a leading U.S.-based private credit and direct lending manager with approximately $5 billion in assets under management.

Operating Results

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

	Three Months Ended March 31,
		2024		2023
		(in millions)
Operating results(1):
Revenues		$	990	$	898
Expenses		821		747
Adjusted operating income		169		151
Equity in earnings of joint ventures and other operating entities and earnings attributable to noncontrolling interests		11		13
Other adjustments(2)		(8)		(8)
Income (loss) before income taxes and equity in earnings of joint ventures and other operating entities		$	172	$	156

__________

(1)Certain of PGIM’s investment activities are based in currencies other than the U.S. dollar and are therefore subject to foreign currency exchange rate risk. The financial results of PGIM include the impact of an intercompany arrangement with our Corporate and Other operations designed to mitigate the impact of exchange rate changes on PGIM’s U.S. dollar-equivalent earnings. For additional information regarding this intercompany arrangement, see “—Results of Operations—Impact of Foreign Currency Exchange Rates,” above.

(2)Includes certain components of consideration for business acquisitions, which are recognized as compensation expense over the requisite service periods.

Adjusted Operating Income

Adjusted operating income increased $18 million, primarily reflecting higher asset management fees, net of related expenses, and higher other related revenues, net of related expenses, partially offset by higher compensation expenses.

Revenues and Expenses

The following table sets forth PGIM’s revenues, presented on a basis consistent with the table above under “—Operating Results,” by type:

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	Three Months Ended March 31,
		2024		2023
		(in millions)
Revenues by type:
Asset management fees by source:
Institutional customers		$	378	$	362
Retail customers(1)		276		243
General account		120		115
Total asset management fees		774		720
Other related revenues by source:
Incentive fees		41		3
Transaction fees		4		4
Seed and co-investments		41		33
Commercial mortgage(2)		7		12
Total other related revenues		93		52
Service, distribution and other revenues		123		126
Total revenues		$	990	$	898

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

(2)Includes mortgage origination revenues from our commercial mortgage origination and servicing business.

Revenues increased $92 million. Asset management fees increased, primarily reflecting equity market appreciation and tightening credit spreads, as well as strong investment performance, and the impact of the Deerpath acquisition. Other related revenues were favorable, primarily reflecting higher incentive fees due to strong investment performance.

Expenses increased $74 million, primarily reflecting higher compensation expenses due to business growth, including the impact of the Deerpath acquisition, and increases related to certain long-term employee compensation plans tied to investment performance, as well as higher variable expenses related to performance-based incentive fees.

Assets Under Management

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

	March 31, 2024		December 31, 2023		March 31, 2023
	(in billions)
Assets Under Management(1) (at fair value):
Public equity	$	201.9	$	183.6	$	163.2
Public fixed income	824.5		799.8		797.7
Real estate	127.3		129.2		129.7
Private credit and other alternatives	114.0		112.1		105.3
Multi-asset	73.7		73.4		73.9
Total PGIM assets under management	$	1,341.4	$	1,298.1	$	1,269.8
Assets under management within other reporting segments(2)	154.9		151.5		147.2
Total PFI assets under management	$	1,496.3	$	1,449.6	$	1,417.0

__________

(1)“Public equity” represents stock ownership interest in a corporation or partnership (excluding hedge funds) or real estate investment trust. “Public fixed income” represents debt instruments that pay interest and usually have a maturity (excluding mortgages). “Real estate” includes direct real estate equity and real estate mortgages. “Private credit and other alternatives” includes private credit, private equity, hedge funds and other alternative strategies. “Multi-asset” includes funds or products that invest in more than one asset class, balancing equity and fixed income funds and target date funds.

(2)Primarily includes assets related to certain annuity, variable life, retirement and group life products in our U.S. Businesses and Corporate and Other operations, and certain general account assets in our International Businesses. These assets are not directly managed by PGIM, but rather are invested in

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non-proprietary funds or are managed by either the divisions themselves or by our Chief Investment Officer Organization.

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

	March 31, 2024		December 31, 2023		March 31, 2023
	(in billions)
Assets Under Management(1) (at fair value):
Institutional customers	$	616.6	$	582.6	$	561.2
Retail customers	345.4		330.3		314.4
General account	379.4		385.2		394.2
Total PGIM assets under management	$	1,341.4	$	1,298.1	$	1,269.8
Assets under management within other reporting segments(2)	154.9		151.5		147.2
Total PFI assets under management	$	1,496.3	$	1,449.6	$	1,417.0

__________

(1)“Institutional customers” consist of third-party institutional assets and group insurance contracts. “Retail customers” consist of individual mutual funds and variable annuities and variable life insurance separate account assets, funds invested in proprietary mutual funds through our defined contribution plan products, and third-party sub-advisory relationships. “General account” also includes fixed annuities and the fixed-rate accounts of variable annuities and variable life insurance.

(2)Primarily includes assets related to certain annuity, variable life, retirement and group life products in our U.S. Businesses and Corporate and Other operations, and certain general account assets in our International Businesses. These assets are not directly managed by PGIM, but rather are invested in non-proprietary funds or are managed by either the divisions themselves or by our Chief Investment Officer Organization.

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

	Three Months Ended March 31,			Twelve Months Ended March 31,
		2024		2023		2024
		(in billions)
Beginning assets under management		$	1,298.1	$	1,228.4	$	1,269.8
Institutional third-party flows		26.1		(10.2)		13.0
Retail third-party flows		0.5		(3.8)		(10.8)
Total third-party flows		26.6		(14.0)		2.2
Affiliated flows(1)		7.1		2.1		(0.6)
Market appreciation (depreciation)(2)		18.9		50.2		87.0
Foreign exchange rate impact		(5.9)		(0.1)		(10.1)
Net money market activity and other increases (decreases)		(3.4)		3.2		(6.9)
Ending assets under management		$	1,341.4	$	1,269.8	$	1,341.4

__________

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

(2)Includes income reinvestment, where applicable.

PGIM’s assets under management as of March 31, 2024 increased $72 billion in comparison to the prior year quarter, primarily driven by equity market appreciation and tightening credit spreads, partially offset by the impacts of higher interest rates and unfavorable foreign exchange rates. PGIM’s assets under management as of March 31, 2024 increased $43 billion in comparison to the prior year end, primarily driven by fixed income net inflows and equity market appreciation, partially offset by unfavorable foreign exchange rate impacts.

Private Capital Deployment

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

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Private capital deployment represents the gross value of private capital invested in real estate debt and equity, and private credit and equity asset classes. Assets under management resulting from private capital deployment are included in “Real estate” and “Private credit and other alternatives” in the “—Assets Under Management— by asset class table” above. As of March 31, 2024, these assets remained unchanged compared to December 31, 2023, as private capital net inflows were offset by market depreciation and unfavorable foreign exchange rate impacts.

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

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

	Three Months Ended March 31,
		2024		2023
		(in billions)
Private capital deployed:
Real estate debt and equity		$	2.0	$	3.7
Private credit and equity		3.3		2.7
Total private capital deployed		$	5.3	$	6.4

Seed and Co-Investments

As of March 31, 2024 and December 31, 2023, PGIM had approximately $1,176 million and $1,088 million of seed investments and $466 million and $443 million of co-investments at carrying value, respectively, primarily consisting of public fixed income, public equity, private credit and other alternatives, and real estate investments.

U.S. Businesses

Operating Results

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

	Three Months Ended March 31,
		2024		2023
		(in millions)
Adjusted operating income before income taxes:
U.S. Businesses:
Retirement Strategies		$	915	$	837
Group Insurance		45		25
Individual Life		(121)		(102)
Total U.S. Businesses		839		760
Reconciling items:
Realized investment gains (losses), net, and related charges and adjustments(1)		(392)		(15)
Change in value of market risk benefits, net of related hedging gains (losses)		120		79
Market experience updates		(55)		98
Equity in earnings of joint ventures and other operating entities and earnings attributable to noncontrolling interests		1		0
Income (loss) before income taxes and equity in earnings of joint ventures and other operating entities		$	513	$	922

__________

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

Adjusted operating income for our U.S. Businesses increased by $79 million primarily due to:

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•Higher net investment spread results, primarily reflecting higher reinvestment and short-term rates, as well as higher income on non-coupon investments; and

•Higher underwriting results, primarily reflecting less unfavorable mortality experience in our Individual Life business, and more favorable mortality experience in our Group Insurance business.

•Partially offsetting these increases were higher expenses, including costs associated with the recently closed reinsurance transaction for certain guaranteed universal life policies in our Individual Life business; and

•Lower fee income, net of distribution expenses and other associated costs, primarily in our Individual Retirement Strategies business due to a reduction in account values resulting from net outflows and the impact of the Prudential Defined Income (“PDI”) reinsurance transaction, partially offset by favorable equity markets.

Retirement Strategies

Business Updates

•In May 2023, the Company entered into an agreement with The Ohio National Life Insurance Company, now known as AuguStar Life Insurance Company (“AuguStar”), an affiliate of Constellation Insurance Holdings, Inc., to reinsure approximately $10 billion of account values of PDI traditional variable annuity contracts with guaranteed living benefits issued by Pruco Life Insurance Company, a wholly-owned subsidiary of Prudential Financial. The transaction was completed on June 30, 2023 with an effective date of April 1, 2023. See Note 12 to the Unaudited Interim Consolidated Financial Statements for additional information.

•In September 2023, the Company entered into an agreement with Prismic Re to reinsure approximately $9 billion of reserves for certain structured settlement annuity contracts issued by PICA, a wholly-owned subsidiary of Prudential Financial, effective September 2023. These contracts represent approximately 70% of the Company’s in-force structured settlement annuities business. See Note 12 to the Unaudited Interim Consolidated Financial Statements for additional information.

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Operating Results

The following table sets forth Retirement Strategies’ operating results for the periods indicated:

	Three Months Ended March 31,
		2024		2023
		(in millions)
Operating results:
Revenues:
Institutional Retirement Strategies		$	11,538	$	4,889
Individual Retirement Strategies		1,214		1,095
Total revenues		12,752		5,984
Benefits and expenses:
Institutional Retirement Strategies		11,097		4,493
Individual Retirement Strategies		740		654
Total benefits and expenses		11,837		5,147
Adjusted operating income:
Institutional Retirement Strategies		441		396
Individual Retirement Strategies		474		441
Total adjusted operating income		915		837
Realized investment gains (losses), net, and related charges and adjustments(1)		(303)		(44)
Change in value of market risk benefits, net of related hedging gains (losses)		120		79
Equity in earnings of joint ventures and other operating entities and earnings attributable to noncontrolling interests		1		1
Income (loss) before income taxes and equity in earnings of joint ventures and other operating entities		$	733	$	873

__________

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

Adjusted Operating Income

Adjusted operating income from our Institutional Retirement Strategies business increased $45 million, driven by higher net investment spread results, primarily reflecting business growth and higher income on non-coupon investments.

Adjusted operating income from our Individual Retirement Strategies business increased $33 million, primarily driven by higher net investment spread results due to higher reinvestment rates, more favorable short-term interest rates and growth in indexed variable annuities. This increase was partially offset by lower fee income, net of distribution expenses and other associated costs, resulting from lower average separate account values due to net outflows and the impact from the PDI reinsurance transaction, partially offset by favorable equity markets.

Revenues, Benefits and Expenses

Revenues from our Institutional Retirement Strategies business increased $6,649 million, primarily reflecting higher pension risk transfer premiums due to significant sales in the current quarter, with corresponding offsets in policyholders’ benefits, as discussed below.

Benefits and expenses of our Institutional Retirement Strategies business increased $6,604 million. Policyholders’ benefits, including changes in reserves, increased primarily related to the higher pension risk transfer premiums discussed above.

Revenues from our Individual Retirement Strategies business increased $119 million, primarily driven by higher net investment income due to higher reinvestment rates and growth in indexed variable annuities.

Benefits and expenses of our Individual Retirement Strategies business increased $86 million primarily driven by higher interest expense, and higher general and administrative expenses, net of capitalization.

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Account Values

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

The following table shows the changes in the account values of Institutional Retirement Strategies’ products for the periods indicated. Account values include both internally- and externally-managed client balances as the total balances drive revenue for the Institutional Retirement Strategies business. For additional information regarding internally-managed balances, see “—PGIM.”

	Three Months Ended March 31,				Twelve Months Ended March 31,
	2024		2023			2024
	(in millions)
Total Institutional Retirement Strategies:
Beginning total account value, gross(1)	$	267,654	$	251,818		$	252,952
Additions(2)	10,990		3,828			35,660
Withdrawals and benefits	(6,417)		(5,474)			(26,226)
Change in market value, interest credited and interest income	2,655		1,823			8,554
Other(3)	(252)		957			3,690
Ending total account value, gross	274,630		252,952			274,630
Reinsurance ceded	(9,179)		0			(9,179)
Ending total account value, net	$	265,451	$	252,952		$	265,451

__________

(1)Beginning total account values, net, were $258,417 million and $251,818 million for the three months ended March 31, 2024 and 2023, respectively, and $252,952 million for the twelve months ended March 31, 2024.

(2)Additions primarily include: group annuities and funded pension reinsurance calculated based on premiums received; international longevity reinsurance contracts calculated as the present value of future projected benefits; investment-only stable value contracts calculated as the fair value of customers’ funds held in a client-owned trust; and funding agreements issued calculated based on premiums received.

(3)“Other” activity includes the effect of foreign exchange rate changes associated with our British pounds sterling denominated international reinsurance business and changes in asset balances for externally-managed accounts. For the three months ended March 31, 2024 and 2023, “Other” activity also includes $1,072 million in receipts offset by $933 million in payments and $1,268 million in receipts offset by $1,044 million in payments, respectively, related to funding agreements backed by commercial paper that typically have maturities of less than 90 days.

The increase in Institutional Retirement Strategies net account values for the three months ended March 31, 2024 reflects net additions primarily driven by significant pension risk transfer transactions, interest credited on customer funds and an increase in the market value of assets.

The increase in Institutional Retirement Strategies net account values for the twelve months ended March 31, 2024 reflects net additions primarily driven by significant pension risk transfer transactions, including funded pension risk transfer and international reinsurance sales, interest credited on customer funds, the positive impact of foreign exchange rate changes and an increase in the market values of assets. These increases were partially offset by the reinsurance of certain structured settlement annuity contracts.

Individual Retirement Strategies. Account values are a significant driver of our operating results. Since most fees are determined by the level of separate account assets, fee income varies primarily based on the level of account values. Account values are driven by net flows from new business sales, surrenders, withdrawals and benefit payments, policy charges and the impact of positive or negative market value changes. The following table sets forth account value information of Individual Retirement Strategies’ products for the periods indicated:

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	Three Months Ended March 31,				Twelve Months Ended March 31,
	2024		2023			2024
	(in millions)
Total Individual Retirement Strategies:
Beginning total account value, gross(1)	$	129,708	$	120,022		$	123,804
Sales	3,314		1,675			9,274
Full surrenders and death benefits	(2,565)		(1,488)			(7,843)
Sales, net of full surrenders and death benefits	749		187			1,431
Partial withdrawals and other benefit payments	(1,290)		(1,120)			(4,701)
Net flows	(541)		(933)			(3,270)
Change in market value, interest credited and other activity	6,081		5,330			16,375
Policy charges	(548)		(615)			(2,209)
Ending total account value, gross	134,700		123,804			134,700
Reinsurance ceded	(11,688)		(1,079)			(11,688)
Ending total account value, net(2)	$	123,012	$	122,725		$	123,012

__________

(1)Beginning total account values, net, were $117,911 million and $119,205 million for the three months ended March 31, 2024 and 2023, respectively, and $122,725 million for the twelve months ended March 31, 2024.

(2)Includes net variable and fixed annuities sold as retail investment products. Variable annuity account values were $115.3 billion and $117.3 billion as of March 31, 2024 and 2023, respectively. Fixed annuity account values were $7.7 billion and $5.4 billion as of March 31, 2024 and 2023, respectively.

Individual Retirement Strategies sales, net of full surrenders and death benefits, for the three months ended March 31, 2024 increased in comparison to the prior year period driven by higher sales of fixed and indexed variable annuities products, partially offset by higher full surrenders.

The increase in Individual Retirement Strategies net account values for the three months ended March 31, 2024 was primarily driven by market value appreciation. The increase in Individual Retirement Strategies net account values for the twelve months ended March 31, 2024 was primarily driven by market value appreciation, partially offset by the reinsurance of PDI traditional variable annuity contracts, net outflows and policy charges on contractholder accounts.

Risks and Risk Mitigants

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

Fixed Annuity Risks and Risk Mitigants. The primary risk exposure of our fixed annuity products relates to investment risks we bear for providing customers a minimum guaranteed interest rate or an index-linked interest rate required to be credited to the customer’s account value, which include interest rate fluctuations and/or sustained periods of low interest rates, and credit risk related to the underlying investments. We manage these risk exposures primarily through our investment strategies and product design features, which include credit rate resetting subject to the minimum guaranteed interest rate as well as surrender charges applied during the early years of the contract that help to provide protection for premature withdrawals. In addition, a portion of our fixed products has a market value adjustment provision that affords protection of lapse in the case of rising interest rates. We also manage these risk exposures through external reinsurance for certain of our fixed annuity products. For additional information regarding our external reinsurance agreements, see Note 12 to the Unaudited Interim Consolidated Financial Statements.

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

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Variable Annuity Risks and Risk Mitigants. The primary risk exposures of our variable annuity contracts relate to actual deviations from, or changes to, the assumptions used in the original pricing of these products, including capital markets assumptions such as equity market returns, interest rates and market volatility, along with actuarial assumptions such as contractholder mortality, the timing and amount of annuitization and withdrawals, and contract lapses. For these risk exposures, achievement of our expected returns is subject to the risk that actual experience will differ from the assumptions used in the original pricing of these products. We manage our exposure to certain risks driven by fluctuations in capital markets primarily through a combination of i) Product Design Features, and ii) our Asset Liability Management Strategy, as discussed below. We also manage these risk exposures through external reinsurance for certain of our variable annuity products. Effective April 2023, the Company entered into an agreement with AuguStar to reinsure approximately $10 billion of account values of PDI traditional variable annuity contracts with guaranteed living benefits. For additional information regarding our external reinsurance agreements, see Note 12 to the Unaudited Interim Consolidated Financial Statements.

i.Product Design Features:

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

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

We employ an ALM strategy that utilizes a combination of both traditional fixed income instruments and derivatives to meet expected liabilities associated with our annuity guarantees that under U.S. GAAP are considered MRBs. The MRB liability that we hedge consists of expected living and death benefit claims under various market conditions, which are managed using fixed income instruments, derivatives, or a combination thereof. For our PDI variable annuity, we utilize fixed income instruments to meet expected liabilities. For the portion of our ALM strategy executed with derivatives, we enter into a range of exchange-traded and over-the-counter (“OTC”) equity, interest rate and credit derivatives, including, but not limited to: equity and treasury futures; total return, credit default and interest rate swaps; and options including equity options, swaptions, and floors and caps. The intent of this strategy is to more efficiently manage the capital and liquidity associated with these products while continuing to mitigate fluctuations in net income due to movements in capital markets. To achieve this, we periodically review and recalibrate the ALM strategy by optimizing the mix of derivatives and fixed income instruments to achieve expected outcomes. As part of our periodic review of our variable annuities ALM strategy, and in accordance with our Risk Appetite Framework (“RAF”), the Company simplified its hedging approach in the first quarter of 2023 and collapsed the aggregate amount of equity hedging into one program.

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

•Different accounting treatment between liabilities and assets supporting those liabilities. Under U.S. GAAP, changes in the fair value of the derivative instruments and fixed income instruments designated as trading, and MRBs, excluding the changes in the Company’s non-performance risk (“NPR”) spreads, are immediately reflected in net income, while changes in the fair value of fixed income instruments that are designated as available-for-sale are recorded as unrealized gains (losses) in other comprehensive income.

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

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Product Specific Risks and Risk Mitigants

As noted above, the risks associated with our Individual Retirement Strategies’ products are mitigated through product design features, including automatic rebalancing, as well as through our ALM strategy and external reinsurance. The following table sets forth the risk management profile of our living benefit guarantees and guaranteed minimum death benefit (“GMDB”) features as of the periods indicated:

	March 31, 2024				December 31, 2023				March 31, 2023
	Account Value		% of Total		Account Value		% of Total		Account Value		% of Total
	($ in millions)
Living benefit/GMDB features(1):
Both ALM strategy and automatic rebalancing(2)(3)	$	70,599	56	%	$	70,013	58	%	$	70,618	60	%
ALM strategy only(3)	1,955		2	%	1,933		2	%	1,983		2	%
Automatic rebalancing only	80		0	%	80		0	%	82		0	%
External reinsurance(4)	11,956		10	%	12,418		10	%	2,493		2	%
PDI	1,477		1	%	1,536		1	%	12,200		10	%
Other products	1,631		1	%	1,585		1	%	1,585		1	%
Total living benefit/GMDB features	87,698				87,565				88,961
GMDB features and other(5)	37,267		30	%	33,873		28	%	28,376		25	%
Total variable annuity account value	$	124,965			$	121,438			$	117,337

__________

(1)All contracts with living benefit guarantees also contain GMDB features, which cover the same insured contract.

(2)Contracts with living benefits that are included in our ALM strategy and that have an automatic rebalancing feature.

(3)Excludes PDI which is presented separately within this table.

(4)Represents contracts subject to reinsurance transactions with external counterparties. Includes approximately $10 billion of account values in relation to the PDI reinsurance transaction, as discussed above, and certain Highest Daily Lifetime Income (“HDI”) v.3.0 business for the period April 1, 2015 through December 31, 2016. The HDI contracts with living benefits also have an automatic rebalancing feature. See Note 12 to the Unaudited Interim Consolidated Financial Statements for additional information.

(5)Includes contracts that have a GMDB feature and do not have an automatic rebalancing feature.

Results excluded from adjusted operating income

The following table provides the net impact to the Unaudited Interim Consolidated Statements of Operations from the portion of Retirement Strategies’ results excluded from adjusted operating income:

	Three Months Ended March 31,
		2024		2023
		(in millions)(1)
Results excluded from adjusted operating income:
Change in MRBs, excluding changes in the NPR adjustment(2)		$	1,568	$	52
Change in the value of the non-MRB liabilities, excluding changes in the NPR adjustment(3)		41		278
Change in the NPR adjustment, excluding changes recognized in OCI		(51)		10
Change in the fair value of hedge assets(4)(5)		(1,454)		(196)
Other(6)		(60)		(100)
Total Individual Retirement Strategies results excluded from adjusted operating income		44		44
Total Institutional Retirement Strategies results excluded from adjusted operating income		(226)		(8)
Total results excluded from adjusted operating income		$	(182)	$	36

__________

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

(2)Also excludes related hedging gains (losses), which are included within this table in “Change in the fair value of hedge assets.”

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(3)Represents the change in the liability for our fixed and variable indexed annuities, which is measured utilizing a valuation methodology required under U.S. GAAP. The total GAAP liability includes the fair value of all index credits for the current term and all future projected renewals of the policy; however, only changes in the fair value of the current term elected by the policyholder are included in adjusted operating income, while changes in the fair value of all future projected renewals of the policy are excluded from adjusted operating income.

(4)Represents the change in fair value of the derivatives utilized to hedge potential claims associated with our variable annuity living and death benefit guarantees.

(5)Includes changes in the fair value of equity derivatives related to the capital hedge program of $0 million and $(225) million for the three months ended March 31, 2024 and 2023, respectively, that were intended to protect a portion of the overall capital position of the variable annuities business against its exposure to the equity markets. The capital hedge program was discontinued in the first quarter of 2023.

(6)Includes the changes in duration swaps, deferred policy acquisition costs (“DAC”) amortization, trading gains or losses, and other activity.

For the three months ended March 31, 2024, the loss of $182 million was primarily driven by the impact of rising interest rates on fixed maturity securities and derivatives, partially offset by favorable equity market performance.

Group Insurance

Operating Results

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

	Three Months Ended March 31,
		2024			2023
		($ in millions)
Operating results:
Revenues		$	1,634		$	1,564
Benefits and expenses		1,589			1,539
Adjusted operating income		45			25
Realized investment gains (losses), net, and related charges and adjustments		(8)			(9)
Income (loss) before income taxes and equity in earnings of joint ventures and other operating entities		$	37		$	16
Benefits ratios(1)(3):
Group life		90.1		%	92.9		%
Group disability		71.3		%	65.8		%
Total Group Insurance		84.7		%	85.9		%
Administrative operating expense ratios(2)(3):
Group life		12.1		%	11.8		%
Group disability		25.9		%	25.2		%
Total Group Insurance		16.0		%	15.2		%

__________ 

(1)Ratio of policyholder benefits to earned premiums plus policy charges and fee income.

(2)Ratio of general and administrative expenses (excluding commissions) to gross premiums plus policy charges and fee income.

(3)The benefits and administrative ratios are measures used to evaluate profitability and efficiency.

Adjusted Operating Income

Adjusted operating income increased $20 million, primarily reflecting higher underwriting results in our group life business, driven by more favorable mortality experience on non-experience-rated contracts, and higher net investment income driven by higher reinvestment rates and higher non-coupon income. These increases were partially offset by higher operating and variable expenses, largely driven by business growth.

Revenues, Benefits and Expenses

Revenues increased $70 million. The increase primarily reflected higher premiums and policy charges and fee income, driven by business growth in our group disability business, including supplemental health products, and higher net investment income, driven by higher reinvestment rates.

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Benefits and expenses increased $50 million. The increase primarily reflected higher general and administrative expenses, largely driven by business growth, as well as higher policyholders’ benefits and changes in reserves, driven by less favorable claims experience on long-term disability contracts and from business growth, as described above in our group disability business. This was partially offset by more favorable mortality experience on non-experience-rated contracts in our group life business.

Sales Results

The following table sets forth Group Insurance’s annualized new business premiums, as defined under “—Segment Measures” above, for the periods indicated:

	Three Months Ended March 31,
		2024		2023
		(in millions)
Annualized new business premiums(1):
Group life		$	189	$	162
Group disability		189		157
Total		$	378	$	319

__________ 

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

Total annualized new business premiums for the three months ended March 31, 2024 increased $59 million compared to the prior year period, primarily driven by higher sales in our group disability business, including an increase in supplemental health product sales, and higher enrollment in our group life business, in the National Market segment. This increase was partially offset by lower sales in the Premier Market segment in both our group disability and group life businesses, reflecting the absence of outsized sales in the prior year period.

Individual Life

Business Update

•In July 2023, the Company entered into an agreement with Somerset Reinsurance Ltd. (“Somerset Re”) to reinsure certain guaranteed universal life policies issued by Pruco Life Insurance Company and Pruco Life Insurance Company of New Jersey, both of which are wholly-owned subsidiaries of Prudential Financial. These policies represent approximately 30% of the Company’s reserves on its in-force guaranteed universal life block of business. The transaction was completed in March 2024 with an effective date of January 1, 2024. See Note 12 to the Unaudited Interim Consolidated Financial Statements for additional information.

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Operating Results

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

	Three Months Ended March 31,
		2024		2023
		(in millions)
Operating results:
Revenues		$	1,580	$	1,527
Benefits and expenses		1,701		1,629
Adjusted operating income		(121)		(102)
Realized investment gains (losses), net, and related charges and adjustments(1)		(81)		38
Market experience updates		(55)		98
Income (loss) before income taxes and equity in earnings of joint ventures and other operating entities		$	(257)	$	34

__________

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

Adjusted Operating Income

Adjusted operating income decreased $19 million, primarily reflecting higher expenses, including costs associated with the recently closed reinsurance transaction of certain guaranteed universal life policies, as discussed above, and lower net investment spread results reflecting the impacts from this reinsurance transaction, partially offset by higher income on non-coupon investments and higher reinvestment rates. These decreases were partially offset by higher underwriting results driven by less unfavorable mortality experience, net of reinsurance.

Revenues, Benefits and Expenses

Revenues increased $53 million, primarily driven by higher net investment income reflecting higher income on non-coupon investments and higher reinvestment rates. The increase was partially offset by realized investment losses, reflecting the ceding of net investment income, resulting from the recently closed reinsurance transaction, as discussed above.

Benefits and expenses increased $72 million, primarily driven by higher interest expense due to higher reserve financing costs corresponding to higher net investment income, and higher general and administrative expenses reflecting costs associated with the recently closed reinsurance transaction, as discussed above. The increases were partially offset by lower policyholder benefits, reflecting less unfavorable mortality experience, net of reinsurance.

Sales Results

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

	Three Months Ended March 31, 2024						Three Months Ended March 31, 2023
	Prudential Advisors		Third- Party		Total		Prudential Advisors		Third- Party		Total
	(in millions)
Variable Life	$	30	$	86	$	116	$	27	$	82	$	109
Term Life	4		27		31		5		18		23
Universal Life	1		19		20		1		16		17
Total	$	35	$	132	$	167	$	33	$	116	$	149

Total annualized new business premiums for the first quarter of 2024 increased $18 million, primarily reflecting higher third-party term life sales as well as higher variable life sales across all channels.

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International Businesses

Business Update

•In March 2024, the Company entered into a definitive agreement with Grupo ST S.A. to sell Prudential of Argentina (“POA”). The results of POA for the first quarter of 2024 and the impact of its anticipated sale are reflected in the Divested and Run-off Businesses that are included within our Corporate and Other operations. The transaction, which is not expected to have a material impact on the Company’s results, is expected to close in the second quarter of 2024, subject to customary closing conditions.

Operating Results

The results of our International Businesses’ operations are translated on the basis of weighted average monthly exchange rates, inclusive of the effects of the intercompany arrangement discussed in “—Results of Operations—Impact of Foreign Currency Exchange Rates” above. To provide a better understanding of operating performance within the International Businesses, where indicated below, we have analyzed our results of operations excluding the effect of the year over year change in foreign currency exchange rates. Our results of operations, excluding the effect of foreign currency fluctuations, were derived by translating foreign currencies to USD at uniform exchange rates for all periods presented, including for constant dollar information discussed below. For our Japan operations, we used an exchange rate of 129 yen per USD. In addition, for constant dollar information discussed below, activity denominated in USD is generally reported based on the amounts as transacted in USD. Annualized new business premiums presented on a constant exchange rate basis in the “Sales Results” section below reflect translation based on these same uniform exchange rates.

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

	Three Months Ended March 31,
		2024		2023
		(in millions)
Operating results:
Revenues:
Life Planner		$	2,550	$	2,624
Gibraltar Life and Other		2,163		2,391
Total revenues		4,713		5,015
Benefits and expenses:
Life Planner		2,005		2,102
Gibraltar Life and Other		1,812		2,073
Total benefits and expenses		3,817		4,175
Adjusted operating income:
Life Planner		545		522
Gibraltar Life and Other		351		318
Total adjusted operating income		896		840
Realized investment gains (losses), net, and related charges and adjustments(1)		218		435
Change in value of market risk benefits, net of related hedging gains (losses)		3		(4)
Market experience updates		23		(47)
Equity in earnings of joint ventures and other operating entities and earnings attributable to noncontrolling interests		(36)		(16)
Income (loss) before income taxes and equity in earnings of joint ventures and other operating entities		$	1,104	$	1,208

__________

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

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Adjusted Operating Income

Adjusted operating income from our Life Planner operations increased $23 million, including a net unfavorable impact of $15 million from currency fluctuations. Excluding this item, adjusted operating income from our Life Planner operations increased $38 million, primarily reflecting higher net investment spread results driven by higher reinvestment rates and higher income on non-coupon investments. This increase was partially offset by lower underwriting results, primarily due to the decline in business in force in Japan, partially offset by the growth of business in force in Brazil.

Adjusted operating income from our Gibraltar Life and Other operations increased $33 million, including a net favorable impact of $5 million from currency fluctuations. Excluding this item, adjusted operating income from our Gibraltar Life and Other operations increased $28 million, primarily reflecting higher earnings from joint ventures and other operating entities, and higher net investment spread results, driven by higher income on non-coupon investments, partially offset by unfavorable derivative settlements. The increase also reflects lower operating expenses. These increases were partially offset by lower underwriting results, primarily driven by the decline of business in force in Japan.

Revenues, Benefits and Expenses

Revenues from our Life Planner operations decreased $74 million, including a net unfavorable impact of $107 million from currency fluctuations. Excluding this item, revenues increased $33 million, primarily reflecting higher net investment income driven by higher reinvestment rates and higher income on non-coupon investments, and higher policy charges and fee income reflecting the product mix shift to variable and investment products in Japan. This increase was partially offset by lower premiums attributable to the decline of business in force in Japan, partially offset by the growth of business in force in Brazil.

Benefits and expenses of our Life Planner operations decreased $97 million, including a net favorable impact of $92 million from currency fluctuations. Excluding this item, benefits and expenses decreased $5 million, primarily reflecting lower policyholder benefits, including changes in reserves, due to the decline of business in force, as discussed above, partially offset by higher interest credited on policyholders’ account balances, reflecting the product mix shift to investment products in Japan, as described above.

Revenues from our Gibraltar Life and Other operations decreased $228 million, including a net unfavorable impact of $94 million from currency fluctuations. Excluding this item, revenues decreased $134 million, primarily reflecting lower premiums attributable to ceded reinsurance, which is mostly offset in policyholders’ benefits below, and to the decline of business in force, as well as higher realized investment losses from unfavorable derivative settlements. These decreases were partially offset by higher net investment income, driven by higher income on non-coupon investments, higher earnings from joint ventures and other operating entities, and higher policy charges and fee income reflecting the product mix shift to investment products in Japan.

Benefits and expenses of our Gibraltar Life and Other operations decreased $261 million, including a net favorable impact of $99 million from currency fluctuations. Excluding this item, benefits and expenses decreased $162 million, primarily reflecting lower policyholders’ benefits, including changes in reserves, due to ceded reinsurance and the decline of business in force, as discussed above, and lower general and administrative expenses. These decreases were partially offset by higher interest credited on policyholders’ account balances, reflecting the product mix shift to investment products in Japan.

116

Sales Results

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

	Three Months Ended March 31,
			2024		2023
		(in millions)
Annualized new business premiums:
On an actual exchange rate basis(1):
Life Planner			$	293	$	277
Gibraltar Life and Other			224		231
Total			$	517	$	508
On a constant exchange rate basis:
Life Planner			$	291	$	265
Gibraltar Life and Other			229		232
Total			$	520	$	497

__________

(1)Prior period amounts have been updated to reflect the correction of errors for both Life Planner and Gibraltar Life and Other.

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

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

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

	Three Months Ended March 31, 2024										Three Months Ended March 31, 2023
	Life		Accident & Health		Retirement (1)		Investment Contracts (2)		Total		Life		Accident & Health		Retirement (1)		Investment Contracts (2)		Total
	(in millions)
Life Planner	$	139	$	20	$	81	$	51	$	291	$	127	$	19	$	75	$	44	$	265
Gibraltar Life and Other:
Life Consultants	29		5		9		65		108		35		5		7		81		128
Banks	5		0		0		54		59		11		0		1		43		55
Independent Agency	10		2		17		33		62		16		12		20		1		49
Subtotal	44		7		26		152		229		62		17		28		125		232
Total	$	183	$	27	$	107	$	203	$	520	$	189	$	36	$	103	$	169	$	497

__________

(1)Includes retirement income, endowment and savings variable life.

(2)Includes single-payment market value adjusted investment contracts, single-payment whole life products and annuity products.

Annualized new business premiums, on a constant exchange rate basis, from our Life Planner operations increased $26 million, primarily driven by higher life product sales in Brazil, as well as higher investment contract sales, and higher retirement product sales, in Japan.

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Annualized new business premiums, on a constant exchange rate basis, from our Gibraltar Life and Other operations decreased $3 million. Life Consultant sales decreased $20 million, reflecting lower USD-denominated single premium investment contract sales and lower USD-denominated recurring premium life product sales. Independent Agency and Bank channel sales increased $13 million and $4 million, respectively, reflecting higher USD-denominated single premium investment contract sales, partially offset by lower USD-denominated life product sales. Independent Agency also reflects lower accident and health product sales.

Corporate and Other

Business Updates

•In March 2024, the Company committed to a plan to exit the operations of AIQ; therefore, beginning with the first quarter of 2024, AIQ is classified as a divested business within our Corporate and Other operations. AIQ’s results are now excluded from adjusted operating income and historical results have been updated to conform to current period presentation.

•In September 2023, the Company acquired a 20% interest as a limited partner in Prismic, a Bermuda-exempted limited partnership that owns all of the outstanding capital stock of Prismic Re. Beginning with the fourth quarter of 2023, the operating results of Corporate and Other reflect the Company’s share of earnings in Prismic on a quarter lag.

Operating Results

Corporate and Other includes corporate operations, after allocations to our business segments, and Divested and Run-off Businesses other than those that qualify for “discontinued operations” accounting treatment under U.S. GAAP. The following table sets forth Corporate and Other’s operating results for the periods indicated:

	Three Months Ended March 31,
		2024		2023
		(in millions)
Operating results:
Investment income		$	55	$	61
Interest expense on debt		(205)		(212)
Pension and employee benefits		94		91
Other corporate activities(1)		(379)		(411)
Adjusted operating income(1)		(435)		(471)
Realized investment gains (losses), net, and related charges and adjustments		77		(51)
Market experience updates		0		(3)
Divested and Run-off Businesses(1)		(35)		92
Equity in earnings of joint ventures and other operating entities and earnings attributable to noncontrolling interests		(3)		(3)
Income (loss) before income taxes and equity in earnings of joint ventures and other operating entities		$	(396)	$	(436)

__________

(1)Effective first quarter of 2024, the results of AIQ are excluded from Corporate and Other’s adjusted operating results and are included in Divested and Run-off Businesses. Prior period amounts have been updated to conform to current period presentation.

The loss from Corporate and Other operations, on an adjusted operating income basis, decreased $36 million, primarily driven by lower net charges from other corporate activities of $32 million, reflecting lower expenses, including a decrease in costs related to technology and other corporate initiatives, partially offset by higher costs for long-term compensation plans.

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Divested and Run-off Businesses

Divested and Run-off Businesses Included in Corporate and Other

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

	Three Months Ended March 31,
		2024		2023
		(in millions)
Long-Term Care		$	134	$	95
Other(1)		(169)		(3)
Total Divested and Run-off Businesses income (loss) excluded from adjusted operating income		$	(35)	$	92

__________

(1)Effective first quarter of 2024, the results of AIQ are excluded from Corporate and Other’s adjusted operating results and are included herein. Prior period amounts have been updated to conform to current period presentation.

Long-Term Care

Results increased $39 million compared to the prior year period primarily reflecting favorable impacts from changes in the market value of equity securities and higher underwriting results driven by net favorable policyholder experience, partially offset by more unfavorable impacts from changes in the market value of derivatives used for duration management and lower income on non-coupon investments.

Other Divested and Run-Off Businesses

Results decreased $166 million compared to the prior year period primarily reflecting impairments and charges related to management’s decision to exit Assurance IQ and its subsequent classification as a divested business in the current period.

Closed Block Division

The Closed Block division includes certain in-force traditional domestic participating life insurance and annuity products and assets that are used for the payment of benefits and policyholder dividends on these policies (collectively the “Closed Block”), as well as certain related assets and liabilities. We no longer offer these traditional domestic participating policies. See Note 13 to the Unaudited Interim Consolidated Financial Statements for additional information.

Each year, the Board of Directors of The Prudential Insurance Company of America (“PICA”) determines the dividends payable on participating policies for the following year based on the experience of the Closed Block, including investment income, net realized and unrealized investment gains (losses), mortality experience and other factors. Although the Closed Block experience for dividend action decisions is based upon statutory results, at the time the Closed Block was established, we developed, as required by U.S. GAAP, an actuarial calculation of the timing of the maximum future earnings from the policies included in the Closed Block. Actual cumulative earnings, as required by U.S. GAAP, reflect the recognition of realized investment gains and losses in the current period, as well as changes in assets and related liabilities that support the Closed Block policies. If actual cumulative earnings in any given period are greater than the cumulative earnings we expected, we record this excess as a policyholder dividend obligation. Additionally, any accumulated net unrealized investment gains that have arisen subsequent to the establishment of the Closed Block are reflected as a policyholder dividend obligation, with a corresponding amount reported in AOCI, while any accumulated net unrealized investment losses are reflected as a reduction of the policyholder dividend obligation, to the extent the overall policyholder dividend obligation is otherwise positive.

We will subsequently pay this excess to Closed Block policyholders as an additional dividend unless it is otherwise offset by future Closed Block performance that is less favorable than we originally expected. The policyholder dividends we charge to expense within the Closed Block division will include any change in our policyholder dividend obligation that we recognize for the excess of actual cumulative earnings in any given period over the cumulative earnings we expected in addition to the actual policyholder dividends declared by the Board of Directors of PICA. If actual cumulative earnings fall below expected

119

cumulative earnings in future periods, earnings volatility in the Closed Block division, which is primarily due to changes in investment results, may not be offset by changes in the cumulative earnings policyholder dividend obligation. For a discussion of the Closed Block division’s realized investment gains (losses), net, see “—General Account Investments.”

As of March 31, 2024, the excess of actual cumulative earnings over the expected cumulative earnings was $2,807 million, which was recorded as a policyholder dividend obligation. Actual cumulative earnings, as required by U.S. GAAP, reflect the recognition of realized investment gains and losses in the current period, as well as changes in assets and related liabilities that support the Closed Block policies. As of March 31, 2024, net unrealized investment losses have arisen subsequent to the establishment of the Closed Block due to the impacts of higher interest rates on the market value of fixed maturities available-for-sale. The impact of these net unrealized investment losses has been reflected as a decrease to the policyholder dividend obligation of $2,399 million at March 31, 2024, with a corresponding amount reported in AOCI.

Operating Results

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

	Three Months Ended March 31,
		2024		2023
		(in millions)
U.S. GAAP results:
Revenues		$	962	$	971
Benefits and expenses		965		975
Income (loss) before income taxes and equity in earnings of joint ventures and other operating entities		$	(3)	$	(4)

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

Income (loss) before income taxes and equity in earnings of joint ventures and other operating entities increased $1 million. Net investment activity results decreased, primarily reflecting higher realized investment losses driven by unfavorable changes in the market value of derivatives. This decrease was partially offset by higher other income driven by favorable changes in the market value of equity securities, and higher net investment income reflecting higher income on non-coupon investments. Net insurance activity results decreased driven by an unfavorable comparative change in claims experience. As a result of these and other factors, a $66 million reduction in the policyholder dividend obligation was recorded in the first three months of 2024, compared to a $25 million reduction in the first three months of 2023.

Revenues, Benefits and Expenses

Revenues decreased $9 million primarily driven by an increase in realized investment losses, partially offset by increases in other income and net investment income, as discussed above.

Benefits and expenses decreased $10 million primarily driven by a decrease in dividends to policyholders, reflecting a higher reduction in the policyholder dividend obligation due to changes in cumulative earnings and other factors, as discussed above.

Income Taxes

For information regarding income taxes, see Note 14 to the Unaudited Interim Consolidated Financial Statements.

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General Account Investments

Portfolio Composition

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

A portion of our general account investments support customer liabilities reinsured under coinsurance with funds withheld and modified coinsurance arrangements. With these reinsurance arrangements, we retain legal ownership of the assets (collectively, the “Funds Withheld”) which remain on our Unaudited Interim Consolidated Statements of Financial Position, while the economic benefits and investment risk associated with the Funds Withheld assets ultimately inure to the reinsurer. The composition of the Funds Withheld assets is subject to investment guidelines specific to the reinsurance treaties, which may differ from the investment guidelines we set for our General Account, excluding Funds Withheld. See Note 12 to the Unaudited Interim Consolidated Financial Statements for additional information regarding our material reinsurance agreements.

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

	March 31, 2024
	PFI Excluding Closed Block Division and Funds Withheld				Closed Block Division		Funds Withheld		Total
	($ in millions)
Fixed maturities:
Public, available-for-sale, at fair value	$	214,618	58.3	%	$	20,184	$	7,922	$	242,724
Private, available-for-sale, at fair value	62,584		17.0		9,891		2,608		75,083
Fixed maturities, trading, at fair value	4,380		1.2		849		4,577		9,806
Assets supporting experience-rated contractholder liabilities, at fair value	3,359		0.9		0		0		3,359
Equity securities, at fair value	4,838		1.3		1,818		5		6,661
Commercial mortgage and other loans, at book value, net of allowance	50,870		13.8		7,681		73		58,624
Policy loans, at outstanding balance	6,466		1.8		3,441		0		9,907
Other invested assets, net of allowance(1)	16,168		4.3		4,432		1,093		21,693
Short-term investments, net of allowance	5,092		1.4		743		106		5,941
Total general account investments	368,375		100.0	%	49,039		16,384		433,798
Invested assets of other entities and operations(2)	4,451				0		0		4,451
Total investments	$	372,826			$	49,039	$	16,384	$	438,249

121

	December 31, 2023
	PFI Excluding Closed Block Division and Funds Withheld(3)				Closed Block Division		Funds Withheld(3)		Total
	($ in millions)
Fixed maturities:
Public, available-for-sale, at fair value	$	217,469	58.9	%	$	20,483	$	3,270	$	241,222
Private, available-for-sale, at fair value	61,861		16.7		10,003		2,678		74,542
Fixed maturities, trading, at fair value	4,954		1.3		887		2,944		8,785
Assets supporting experience-rated contractholder liabilities, at fair value	3,168		0.9		0		0		3,168
Equity securities, at fair value	5,664		1.5		1,970		0		7,634
Commercial mortgage and other loans, at book value, net of allowance	50,994		13.8		7,769		23		58,786
Policy loans, at outstanding balance	6,568		1.8		3,479		0		10,047
Other invested assets, net of allowance(1)	13,934		3.8		4,513		1,007		19,454
Short-term investments, net of allowance	4,709		1.3		232		51		4,992
Total general account investments	369,321		100.0	%	49,336		9,973		428,630
Invested assets of other entities and operations(2)	6,103				0		0		6,103
Total investments	$	375,424			$	49,336	$	9,973	$	434,733

__________

(1)    Other invested assets consist of investments in LPs/LLCs, investment real estate held through direct ownership, derivative instruments and other miscellaneous investments. For additional information regarding these investments, see “—Other Invested Assets” below.

(2)Includes invested assets of our investment management and derivative operations. Excludes assets of our investment management operations that are managed for third-parties and those assets classified as “Separate account assets” on our balance sheet. For additional information regarding these investments, see “—Invested Assets of Other Entities and Operations” below.

(3)Prior period amounts have been restated to conform to current period presentation.

The decrease in general account investments attributable to PFI excluding the Closed Block division and Funds Withheld in the first three months of 2024 was primarily due to the translation impact of the U.S. dollar strengthening against the yen and an increase in U.S interest rates, partially offset by the reinvestment of net investment income and net business inflows. For information regarding the methodology used in determining the fair value of our fixed maturities, see Note 6 to the Unaudited Interim Consolidated Financial Statements.

As of both March 31, 2024 and December 31, 2023, 44% of our general account investments attributable to PFI excluding the Closed Block division and Funds Withheld related to our Japanese insurance operations. The following table sets forth the composition of the investments of our Japanese insurance operations’ general account, as of the dates indicated:

	March 31, 2024		December 31, 2023
	Japanese Insurance Operations
	(in millions)
Fixed maturities:
Public, available-for-sale, at fair value	$	108,625	$	113,737
Private, available-for-sale, at fair value	20,959		20,891
Fixed maturities, trading, at fair value	586		669
Assets supporting experience-rated contractholder liabilities, at fair value	3,359		3,168
Equity securities, at fair value	1,618		1,614
Commercial mortgage and other loans, at book value, net of allowance	17,102		17,980
Policy loans, at outstanding balance	2,644		2,670
Other invested assets(1)	5,861		5,617
Short-term investments, net of allowance	286		421
Total Japanese general account investments	$	161,040	$	166,767

__________ 

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

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The decrease in general account investments related to our Japanese insurance operations in the first three months of 2024 was primarily due to the translation impact of the U.S. dollar strengthening against the yen and an increase in U.S. interest rates, partially offset by net business inflows and the reinvestment of net investment income.

As of March 31, 2024, our Japanese insurance operations had $85.9 billion, at carrying value, of investments denominated in U.S. dollars, including $1.1 billion that were hedged to yen through third-party derivative contracts and $77.6 billion that support liabilities denominated in U.S. dollars, with the remainder constituting part of the hedging of foreign currency exchange rate exposure to U.S. dollar-equivalent equity. As of December 31, 2023, our Japanese insurance operations had $86.5 billion, at carrying value, of investments denominated in U.S. dollars, including $1.3 billion that were hedged to yen through third-party derivative contracts and $77.7 billion that support liabilities denominated in U.S. dollars, with the remainder constituting part of the hedging of foreign currency exchange rate exposure of U.S. dollar-equivalent equity. The $0.6 billion decrease in the carrying value of U.S. dollar-denominated investments from December 31, 2023 was primarily attributable to an increase in U.S. interest rates, partially offset by the reinvestment of net investment income.

Our Japanese insurance operations had $3.5 billion and $4.2 billion, at carrying value, of investments denominated in Australian dollars that support liabilities denominated in Australian dollars as of March 31, 2024 and December 31, 2023, respectively. The $0.7 billion decrease in the carrying value of Australian dollar-denominated investments from December 31, 2023 was primarily attributable to run-off of the portfolio. For additional information regarding U.S. and Australian dollar investments held in our Japanese insurance operations and a discussion of our yen hedging strategy, see “Results of Operations by Segment—Impact of Foreign Currency Exchange Rates” above.

Investment Results

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

	Three Months Ended March 31, 2024
	PFI Excluding Closed Block Division, Funds Withheld and Japanese Insurance Operations				Japanese Insurance Operations				PFI Excluding Closed Block Division and Funds Withheld				Closed Block Division		Funds Withheld		Total(5)
	Yield(1)		Amount		Yield(1)		Amount		Yield(1)		Amount		Amount		Amount		Amount
	($ in millions)
Fixed maturities(2)	5.13	%	$	2,017	3.01	%	$	1,051	4.12	%	$	3,068	$	370	$	217	$	3,655
Assets supporting experience-rated contractholder liabilities	0.00		0		1.24		10		1.24		10		0		0		10
Equity securities	2.85		25		1.14		5		2.32		30		7		0		37
Commercial mortgage and other loans	4.36		363		3.76		164		4.16		527		81		2		610
Policy loans	4.93		47		3.79		25		4.47		72		50		0		122
Short-term investments and cash equivalents	7.08		224		6.14		25		7.00		249		23		4		276
Gross investment income	5.06		2,676		3.10		1,280		4.20		3,956		531		223		4,710
Investment expenses	(0.19)		(182)		(0.12)		(80)		(0.16)		(262)		(76)		(1)		(339)
Investment income after investment expenses	4.87	%	2,494		2.98	%	1,200		4.04	%	3,694		455		222		4,371
Other invested assets(3)			167				134				301		59		64		424
Investment results of other entities and operations(4)			(31)				0				(31)		0		0		(31)
Total net investment income			$	2,630			$	1,334			$	3,964	$	514	$	286	$	4,764

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	Three Months Ended March 31, 2023
	PFI Excluding Closed Block Division, Funds Withheld and Japanese Insurance Operations(6)				Japanese Insurance Operations				PFI Excluding Closed Block Division and Funds Withheld(6)				Closed Block Division		Funds Withheld(6)		Total(5)
	Yield(1)		Amount		Yield(1)		Amount		Yield(1)		Amount		Amount		Amount		Amount
	($ in millions)
Fixed maturities(2)	4.92	%	$	2,009	2.79	%	$	983	3.93	%	$	2,992	$	360	$	0	$	3,352
Assets supporting experience-rated contractholder liabilities	0.00		0		1.33		10		1.33		10		0		0		10
Equity securities	2.59		20		1.31		6		2.12		26		14		0		40
Commercial mortgage and other loans	3.95		302		3.60		161		3.82		463		78		0		541
Policy loans	4.95		47		3.86		25		4.50		72		52		0		124
Short-term investments and cash equivalents	6.13		194		3.61		18		5.90		212		15		0		227
Gross investment income	4.81		2,572		2.86		1,203		3.95		3,775		519		0		4,294
Investment expenses	(0.12)		(126)		(0.13)		(83)		(0.13)		(209)		(61)		0		(270)
Investment income after investment expenses	4.69	%	2,446		2.73	%	1,120		3.82	%	3,566		458		0		4,024
Other invested assets(3)			134				55				189		23		9		221
Investment results of other entities and operations(4)			75				0				75		0		0		75
Total net investment income			$	2,655			$	1,175			$	3,830	$	481	$	9	$	4,320

__________

(1)For interim periods, yields are annualized. The denominator in the yield percentage is based on quarterly average carrying values for all asset types except for fixed maturities which are based on amortized cost, net of allowance. Amounts for fixed maturities, short-term investments and cash equivalents are also netted for securities lending activity (i.e., income netted for rebate expenses and asset values netted for securities lending liabilities). A yield is not presented for other invested assets as it is not considered a meaningful measure of investment performance. Yields exclude investment income and assets related to other invested assets.

(2)Includes fixed maturity securities classified as available-for-sale and excludes fixed maturity securities classified as trading, which are included in other invested assets.

(3)Other invested assets consist of investments in LPs/LLCs, investment real estate held through direct ownership, derivative instruments, fixed maturities classified as trading and other miscellaneous investments.

(4)Includes net investment income of our investment management operations.

(5)The total yield was 4.03% and 3.84% for the three months ended March 31, 2024 and 2023, respectively.

(6)Prior period amounts have been restated to conform to current period presentation.

The increase in investment income after investment expenses yield attributable to our general account investments excluding the Closed Block division, Funds Withheld and the Japanese insurance operations’ portfolio, for the three months ended March 31, 2024, compared to the three months ended March 31, 2023, was primarily the result of higher fixed income reinvestment rates and higher returns on short-term investments based on an increase in short-term rates.

The increase in investment income after investment expenses yield attributable to the Japanese insurance operations’ portfolio for the three months ended March 31, 2024, compared to the three months ended March 31, 2023, was primarily the result of higher fixed income reinvestment rates and higher returns on short-term investments based on an increase in short-term rates.

Both the U.S. dollar-denominated and Australian dollar-denominated fixed maturities that are not hedged to yen through third-party derivative contracts provide a yield that is substantially higher than the yield on comparable yen-denominated fixed maturities. The average amortized cost of U.S. dollar-denominated fixed maturities that are not hedged to yen through third-party derivative contracts was approximately $66.7 billion and $60.1 billion for the three months ended March 31, 2024 and 2023, respectively. The majority of U.S. dollar-denominated fixed maturities support liabilities that are denominated in U.S. dollars. The average amortized cost of Australian dollar-denominated fixed maturities that are not hedged to yen through third-party derivative contracts was approximately $3.7 billion and $4.9 billion for the three months ended March 31, 2024 and 2023, respectively. The majority of Australian dollar-denominated fixed maturities support liabilities that are denominated in Australian dollars. For additional information regarding U.S. and Australian dollar investments held in our Japanese insurance operations, see “—Results of Operations by Segment—Impact of Foreign Currency Exchange Rates” above.

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Realized Investment Gains and Losses

The following table sets forth “Realized investment gains (losses), net” of our general account apportioned between PFI excluding Closed Block division and Funds Withheld, the Closed Block division and Funds Withheld, by investment type as well as “Related charges and adjustments” for the periods indicated:

	Three Months Ended March 31,
		2024		2023
		(in millions)
PFI excluding Closed Block Division and Funds Withheld(4):
Realized investment gains (losses), net:
(Addition to) release of allowance for credit losses on fixed maturities		$	2	$	(149)
Write-downs on fixed maturities(1)		(5)		(3)
Net gains (losses) on sales and maturities		182		107
Fixed maturity securities(2)		179		(45)
(Addition to) release of allowance for credit losses on loans		(42)		(16)
Write-offs on mortgage loans		0		0
Net gains (losses) on sales and maturities		0		1
Commercial mortgage and other loans		(42)		(15)
Derivatives		(413)		284
OTTI losses on other invested assets recognized in earnings		(3)		(17)
(Addition to) release of allowance for credit losses on other invested assets		(2)		(1)
Other net gains (losses)		40		41
Other		35		23
Subtotal		(241)		247
Investment results of other entities and operations(3)		(7)		(13)
Total — PFI excluding Closed Block Division and Funds Withheld(4)		(248)		234
Related charges and adjustments		162		135
Realized investment gains (losses), net, and related charges and adjustments(4)		$	(86)	$	369
Closed Block Division:
Realized investment gains (losses), net:
(Addition to) release of allowance for credit losses on fixed maturities		$	(14)	$	18
Write-downs on fixed maturities(1)		0		(6)
Net gains (losses) on sales and maturities		(88)		(122)
Fixed maturity securities(2)		(102)		(110)
(Addition to) release of allowance for credit losses on loans		(11)		(2)
Net gains (losses) on sales and maturities		0		0
Commercial mortgage and other loans		(11)		(2)
Derivatives		(12)		94
(Addition to) release of allowance for credit losses on other invested assets		0		0
Other net gains (losses)		0		1
Other		0		1
Subtotal — Closed Block Division		$	(125)	$	(17)
Funds Withheld(4):
Realized investment gains (losses), net:
(Addition to) release of allowance for credit losses on fixed maturities		$	0	$	0
Write-downs on fixed maturities(1)		0		0
Net gains (losses) on sales and maturities		(58)		0

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Fixed maturity securities(2)	(58)		0
(Addition to) release of allowance for credit losses on loans	0		0
Write-offs on mortgage loans	0		0
Net gains (losses) on sales and maturities	0		0
Commercial mortgage and other loans	0		0
Derivatives	203		0
(Addition to) release of allowance for credit losses on other invested assets	0		0
Other net gains (losses)	(80)		0
Other	(80)		0
Subtotal — Funds Withheld	65		0
Related charges and adjustments	(76)		0
Realized investment gains (losses), net, and related charges and adjustments(4)	$	(11)	$	0
Consolidated PFI realized investment gains (losses), net	$	(308)	$	217

_________

(1)Amounts represent write-downs of credit adverse securities and securities actively marketed for sale.

(2)Includes fixed maturity securities classified as available-for-sale and excludes fixed maturity securities classified as trading.

(3)Includes “realized investment gains (losses), net” of our investment management operations.

(4)Prior period amounts have been restated to conform to current period presentation.

The following analysis reflects realized gains (losses) attributable to PFI excluding Closed Block Division and Funds Withheld.

Net gains on sales and maturities of fixed maturity securities were $182 million for the first quarter of 2024 primarily driven by the impact of foreign currency exchange rate movements on U.S. dollar-denominated securities that were sold within our International Businesses. Net gains on sales and maturities of fixed maturity securities were $107 million for the first quarter of 2023 primarily driven by the impact of foreign currency exchange rate movements on non-U.S. dollar-denominated securities that matured or were sold within our International Businesses, partially offset by net losses on sales of fixed maturity securities driven by rotation sales of public securities into private securities and mortgage loans.

Net realized losses on derivative instruments of $413 million for the first quarter of 2024 primarily included:

•$568 million of losses on interest rate derivatives due to increases in swap and U.S. Treasury rates.

Partially offsetting these losses were:

•$78 million of gains on foreign currency hedges due to U.S. dollar appreciation versus the Euro, Australian dollar and British pound; and

•$46 million of gains on credit default swaps due to spreads tightening.

Net realized gains on derivative instruments of $284 million, for the first quarter of 2023 primarily included:

•$470 million of gains on interest rate derivatives due to decreases in swap and U.S. Treasury rates.

Partially offsetting these gains were:

•$135 million of losses on equity derivatives due to increases in equity indices; and

•$101 million of losses on foreign currency hedges due to U.S. dollar depreciation versus foreign currencies.

For a discussion of living benefit guarantees and related hedge positions in our Individual Retirement Strategies business, see “—Results of Operations by Segment—U.S. Businesses—Retirement Strategies” above.

Included in the table above are “Related charges and adjustments,” which include the portions of “Realized investment gains (losses), net” that are either (1) included in adjusted operating income or (2) included in other reconciling line items to adjusted operating income, such as “Divested and Run-off Businesses.” Related adjustments also include the portions of “Other income (loss),” “Net investment income,” and “Policyholders’ benefits” that are excluded from adjusted operating income and (3) charges related to “Realized investment gains (losses), net,” which are excluded from adjusted operating income.

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These adjustments are made to arrive at “Realized investment gains (losses), net, and related charges and adjustments,” which is excluded from adjusted operating income. See Note 19 to the Unaudited Interim Consolidated Financial Statements for additional information regarding adjusted operating income and its reconciliation to “Income (loss) before income taxes and equity in earnings of joint ventures and other operating entities.” The results include changes in the fair value of equity securities and fixed income securities that are designated as trading, settlements and changes in the value of derivatives, the impact of foreign currency exchange rate movements on certain non-local currency denominated assets and liabilities, as well as changes in certain policyholder reserves and other costs.

Credit Losses

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

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

For LPs/LLCs accounted for using the equity method and for wholly-owned investment real estate, the carrying value of these investments is written down or impaired to fair value when a decline in value is considered to be other-than-temporary. For additional information regarding our OTTI policies, see Note 2 to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

General Account Investments of PFI excluding Closed Block Division and Funds Withheld

In the following sections, we provide details about our investment portfolio, excluding investments held in the Closed Block division and the Funds Withheld portfolios. We believe the details of the composition of our investment portfolio excluding the Closed Block division and Funds Withheld are most relevant to an understanding of our operations that are pertinent to investors in Prudential Financial, Inc. because (1) substantially all Closed Block division assets support obligations and liabilities relating to the Closed Block policies where the economics inure to those participating policies and not to shareholders of the Company’s common stock and (2) the Funds Withheld assets support liabilities relating to reinsurance agreements where the economic benefits and associated investment risk of the Funds Withheld ultimately inure to the reinsurer. See Notes 12 and 13 to the Unaudited Interim Consolidated Financial Statements for additional information regarding our material reinsurance agreements and the Closed Block, respectively.

In the following sections, prior period amounts have been restated to conform to the current period presentation to exclude investments related to the Funds Withheld portfolios.

Fixed Maturity Securities

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

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Fixed Maturity Securities by Industry

The following table sets forth the composition of the portion of our fixed maturity, available-for-sale portfolio by industry category and the associated gross unrealized gains and losses, as well as the allowance for credit losses (“ACL”), as of the dates indicated:

	March 31, 2024										December 31, 2023
Industry(1)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		ACL		Fair Value		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		ACL		Fair Value
	(in millions)
Corporate securities:
Finance	$	39,946	$	438	$	3,455	$	9	$	36,920	$	39,542	$	485	$	3,255	$	10	$	36,762
Consumer non-cyclical	32,608		568		3,311		11		29,854		32,392		697		2,998		11		30,080
Utility	27,440		514		2,772		4		25,178		27,548		635		2,610		3		25,570
Capital goods	18,098		323		1,499		1		16,921		17,357		412		1,284		0		16,485
Consumer cyclical	11,079		244		673		17		10,633		10,739		287		574		5		10,447
Foreign agencies	2,409		61		203		0		2,267		2,795		80		210		0		2,665
Energy	11,737		249		816		3		11,167		11,157		270		730		0		10,697
Communications	6,897		232		569		68		6,492		6,648		272		541		60		6,319
Basic industry	6,840		148		567		1		6,420		6,678		174		498		3		6,351
Transportation	10,893		237		913		0		10,217		10,858		326		785		0		10,399
Technology	5,167		79		405		0		4,841		4,935		101		333		0		4,703
Industrial other	4,762		36		759		5		4,034		5,018		49		726		6		4,335
Total corporate securities	177,876		3,129		15,942		119		164,944		175,667		3,788		14,544		98		164,813
Foreign government(2)	66,143		3,222		5,549		30		63,786		71,130		3,878		5,169		54		69,785
Residential mortgage-backed(3)	2,458		17		210		0		2,265		2,305		22		190		0		2,137
Asset-backed	12,415		217		56		0		12,576		9,799		190		79		0		9,910
Commercial mortgage-backed	6,076		22		410		0		5,688		6,159		23		434		0		5,748
U.S. Government	23,905		723		3,986		0		20,642		21,434		1,072		3,402		0		19,104
State & Municipal	7,593		204		496		0		7,301		8,018		244		429		0		7,833
Total fixed maturities, available-for-sale	$	296,466	$	7,534	$	26,649	$	149	$	277,202	$	294,512	$	9,217	$	24,247	$	152	$	279,330

__________ 

(1)Investment data has been classified based on standard industry categorizations for domestic public holdings and similar classifications by industry for all other holdings.

(2)As of both March 31, 2024 and December 31, 2023, based on amortized cost, 88% represent Japanese government bonds held by our Japanese insurance operations with no other individual country representing more than 4% and 5% of the balance, respectively.

(3)As of both March 31, 2024 and December 31, 2023, based on amortized cost, 100% were rated A or higher.

The increase in net unrealized losses from December 31, 2023 to March 31, 2024 was primarily due to an increase in U.S. interest rates.

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Fixed Maturity Securities Credit Quality

The Securities Valuation Office (“SVO”) of the National Association of Insurance Commissioners (“NAIC”) evaluates the investments of insurers for statutory reporting purposes and assigns fixed maturity securities to one of six categories called “NAIC Designations.” In general, NAIC Designations of “1” highest quality, or “2” high quality, include fixed maturities considered investment grade, which include securities rated Baa3 or higher by Moody’s Investor Service, Inc. (“Moody’s”) or BBB- or higher by Standard & Poor’s Rating Services (“S&P”). NAIC Designations of “3” through “6” generally include fixed maturities referred to as below investment grade, which include securities rated Ba1 or lower by Moody’s and BB+ or lower by S&P. The NAIC Designations for commercial mortgage-backed securities and non-agency residential mortgage-backed securities, including our asset-backed securities collateralized by sub-prime mortgages, are based on security level expected losses as modeled by an independent third-party (engaged by the NAIC) and the statutory carrying value of the security, including any purchase discounts or impairment charges previously recognized.

As a result of time lags between the funding of investments, the finalization of legal documents, and the completion of the SVO filing process, the fixed maturity portfolio includes certain securities that have not yet been designated by the SVO as of each balance sheet date. Pending receipt of SVO designations, the categorization of these securities by NAIC Designation is based on the expected ratings indicated by internal analysis.

Ratings assigned by nationally recognized rating agencies include S&P, Moody’s, Fitch Ratings Inc. (“Fitch”) and Morningstar, Inc. (“Morningstar”). Low issue composite rating uses ratings from the major credit rating agencies or, if these are not available, an equivalent internal rating. For securities where the ratings assigned are not equivalent, the second lowest rating is utilized.

Investments of our international insurance companies are not subject to NAIC guidelines. Investments of our Japanese insurance operations are regulated locally by the Financial Services Agency (“FSA”), an agency of the Japanese government. The FSA has its own investment quality criteria and risk control standards. Our Japanese insurance companies comply with the FSA’s credit quality review and risk monitoring guidelines. The credit quality ratings of the investments of our Japanese insurance companies are based on ratings assigned by nationally recognized credit rating agencies, including Moody’s and S&P, or rating equivalents based on ratings assigned by Japanese credit rating agencies.

The following table sets forth our fixed maturity, available-for-sale portfolio by NAIC Designation or equivalent rating, as of the dates indicated:

	March 31, 2024										December 31, 2023
NAIC Designation(1) (2)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses(3)		ACL		Fair Value		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses(3)		ACL		Fair Value
	(in millions)
1	$	197,587	$	5,564	$	18,707	$	0	$	184,444	$	199,226	$	6,923	$	17,232	$	1	$	188,916
2	80,972		1,623		6,990		0		75,605		77,919		1,900		6,190		0		73,629
Subtotal High or Highest Quality Securities(4)	278,559		7,187		25,697		0		260,049		277,145		8,823		23,422		1		262,545
3	10,821		215		605		5		10,426		10,346		261		484		5		10,118
4	4,759		77		186		31		4,619		4,877		78		188		55		4,712
5	2,041		38		138		36		1,905		1,762		34		132		10		1,654
6	286		17		23		77		203		382		21		21		81		301
Subtotal Other Securities(5) (6)	17,907		347		952		149		17,153		17,367		394		825		151		16,785
Total fixed maturities, available-for-sale	$	296,466	$	7,534	$	26,649	$	149	$	277,202	$	294,512	$	9,217	$	24,247	$	152	$	279,330

__________ 

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

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(2)As of March 31, 2024 and December 31, 2023, 781 securities with amortized cost of $7,391 million (fair value, $7,388 million) and 639 securities with amortized cost of $7,242 million (fair value, $7,227 million), respectively, that have been categorized based on expected NAIC Designations pending receipt of SVO ratings.

(3)As of March 31, 2024, includes gross unrealized losses of $480 million on public fixed maturities and $472 million on private fixed maturities considered to be other than high or highest quality and, as of December 31, 2023, includes gross unrealized losses of $416 million on public fixed maturities and $409 million on private fixed maturities considered to be other than high or highest quality.

(4)On an amortized cost basis, as of March 31, 2024, includes $221,678 million of public fixed maturities and $56,881 million of private fixed maturities and, as of December 31, 2023, includes $221,463 million of public fixed maturities and $55,682 million of private fixed maturities.

(5)On an amortized cost basis, as of March 31, 2024, includes $7,926 million of public fixed maturities and $9,981 million of private fixed maturities and, as of December 31, 2023, includes $7,684 million of public fixed maturities and $9,683 million of private fixed maturities.

(6)On an amortized cost basis, as of March 31, 2024, securities considered below investment grade based on low issue composite ratings total $14,753 million, or 5% of the total fixed maturities, and include securities considered high or highest quality by the NAIC based on the rules described above.

Asset-Backed and Commercial Mortgage-Backed Securities

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

	March 31, 2024								December 31, 2023
	Asset-Backed Securities(2)				Commercial Mortgage-Backed Securities(3)				Asset-Backed Securities(2)				Commercial Mortgage-Backed Securities(3)
Low Issue Composite Rating(1)	Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value
	(in millions)
AAA	$	6,502	$	6,604	$	4,630	$	4,404	$	5,449	$	5,523	$	4,683	$	4,432
AA	4,502		4,510		1,445		1,283		3,327		3,314		1,475		1,315
A	1,154		1,156		1		1		814		816		1		1
BBB	130		133		0		0		68		70		0		0
BB and below	127		173		0		0		141		187		0		0
Total(4)	$	12,415	$	12,576	$	6,076	$	5,688	$	9,799	$	9,910	$	6,159	$	5,748

__________ 

(1)The table above provides ratings as assigned by nationally recognized rating agencies as of March 31, 2024 and December 31, 2023, including S&P, Moody’s, Fitch and Morningstar.

(2)Includes collateralized loan obligations (“CLOs”), credit-tranched securities collateralized by education loans, auto loans and other asset types.

(3)As of both March 31, 2024 and December 31, 2023, based on amortized cost, 100% were securities with vintages of 2013 or later.

(4)Excludes fixed maturity securities classified as “Assets supporting experience-rated contractholder liabilities” and “Fixed maturities, trading.”

Included in “Asset-backed securities” above are investments in CLOs. The following table sets forth information pertaining to these investments in CLOs within our fixed maturity, available-for-sale portfolio, as of the dates indicated:

	March 31, 2024				December 31, 2023
	Collateralized Loan Obligations
Low Issue Composite Rating(1)	Amortized Cost		Fair Value		Amortized Cost		Fair Value
	(in millions)
AAA	$	5,277	$	5,387	$	4,744	$	4,828
AA	3,790		3,803		2,968		2,967
A	14		13		14		13
BBB	15		15		15		14
BB and below	11		11		11		11
Total(2)(3)	$	9,107	$	9,229	$	7,752	$	7,833

__________ 

(1)The table above provides ratings as assigned by nationally recognized rating agencies as of March 31, 2024 and December 31, 2023, including S&P, Moody’s, Fitch and Morningstar.

(2)There was no allowance for credit losses as of both March 31, 2024 and December 31, 2023.

(3)Excludes fixed maturity securities classified as “Assets supporting experience-rated contractholder liabilities” and “Fixed maturities, trading.”

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Assets Supporting Experience-Rated Contractholder Liabilities

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

Commercial Mortgage and Other Loans

Investment Mix

The following table sets forth the composition of our commercial mortgage and other loans portfolio, as of the dates indicated:

	March 31, 2024		December 31, 2023
	(in millions)
Commercial mortgage and agricultural property loans	$	50,739	$	50,786
Uncollateralized loans	394		425
Residential property loans	26		30
Other collateralized loans	125		125
Total recorded investment gross of allowance(1)	51,284		51,366
Allowance for credit losses	(414)		(372)
Total commercial mortgage and other loans, net	$	50,870	$	50,994

__________

(1)As a percentage of recorded investment gross of allowance, 99% of these assets were current as of both March 31, 2024 and December 31, 2023.

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

Uncollateralized loans primarily represent corporate loans held by the Company’s international insurance operations.

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

Other collateralized loans include mezzanine real estate debt investments and consumer loans.

Composition of Commercial Mortgage and Agricultural Property Loans

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

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	March 31, 2024				December 31, 2023
	Gross Carrying Value		% of Total		Gross Carrying Value		% of Total
	($ in millions)
Commercial mortgage and agricultural property loans by region:
U.S. Regions(1):
Pacific	$	18,373	36.3	%	$	18,515	36.5	%
South Atlantic	7,512		14.8		7,340		14.4
Middle Atlantic	5,545		10.9		5,681		11.2
East North Central	2,691		5.3		2,668		5.3
West South Central	5,443		10.8		5,762		11.2
Mountain	2,605		5.1		2,516		5.0
New England	1,240		2.4		1,248		2.5
West North Central	507		1.0		503		1.0
East South Central	1,222		2.4		1,229		2.4
Subtotal-U.S.	45,138		89.0		45,462		89.5
Europe	3,397		6.7		3,498		6.9
Asia	720		1.4		773		1.5
Other	1,484		2.9		1,053		2.1
Total commercial mortgage and agricultural property loans	$	50,739	100.0	%	$	50,786	100.0	%

__________

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

	March 31, 2024				December 31, 2023
	Gross Carrying Value		% of Total		Gross Carrying Value		% of Total
	($ in millions)
Commercial mortgage and agricultural property loans by property type:
Industrial	$	13,686	27.0	%	$	13,731	27.1	%
Retail	4,307		8.5		4,323		8.5
Office	6,931		13.7		7,059		13.9
Apartments/Multi-Family	14,151		27.9		14,296		28.1
Agricultural properties	6,153		12.1		6,051		11.9
Hospitality	1,792		3.5		1,805		3.6
Other	3,719		7.3		3,521		6.9
Total commercial mortgage and agricultural property loans	$	50,739	100.0	%	$	50,786	100.0	%

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

As of March 31, 2024, our commercial mortgage and agricultural property loans had a weighted-average debt service coverage ratio of 2.45 times and a weighted-average loan-to-value ratio of 58%. As of March 31, 2024, 96% of commercial mortgage and agricultural property loans were fixed rate loans. For those commercial mortgage and agricultural property loans that were originated in 2024, the weighted-average debt service coverage ratio was 1.50 times, and the weighted-average loan-to-value ratio was 67%.

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

For loans with collateral under construction, renovation or lease-up, projected stabilized values and net operating income are used in the calculation of the loan-to-value and debt service coverage ratios. Our commercial mortgage and agricultural property loan portfolio included $1.7 billion and $1.5 billion of such loans as of March 31, 2024 and December 31, 2023, respectively. All else being equal, these loans are inherently riskier than those collateralized by properties that have already stabilized. As of both March 31, 2024 and December 31, 2023, there was $1 million of allowance related to these loans. In addition, these unstabilized loans are included in the calculation of our portfolio reserve, as discussed below.

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

	March 31, 2024
	Debt Service Coverage Ratio
	> 1.2x		1.0x to < 1.2x		< 1.0x		Total Commercial Mortgage and Agricultural Property Loans
Loan-to-Value Ratio	(in millions)
0%-59.99%	$	25,831	$	559	$	131	$	26,521
60%-69.99%	14,324		442		82		14,848
70%-79.99%	4,654		433		807		5,894
80% or greater	2,020		984		472		3,476
Total commercial mortgage and agricultural property loans	$	46,829	$	2,418	$	1,492	$	50,739

The following table sets forth the breakdown of our commercial mortgage and agricultural property loans by year of origination, as of the date indicated:

	March 31, 2024
	Gross Carrying Value		% of Total
Year of Origination	($ in millions)
2024	$	1,222	2.4	%
2023	5,567		11.1
2022	4,590		9.0
2021	7,280		14.3
2020	3,538		7.0
2019	6,247		12.3
2018	5,740		11.3
2017 & Prior	16,489		32.5
Revolving Loans	66		0.1
Total commercial mortgage and agricultural property loans	$	50,739	100.0	%

Commercial Mortgage and Other Loans Quality

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

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

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

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

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

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

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

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

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

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

	March 31, 2024		December 31, 2023
	(in millions)
Allowance, beginning of year	$	372	$	172
Addition to (release of) allowance for credit losses	42		227
Write-downs charged against the allowance	0		(29)
Other	0		2
Allowance, end of period	$	414	$	372

The allowance for credit losses as of March 31, 2024 increased compared to December 31, 2023 primarily related to increases in loan-specific reserves within the office sector.

Equity Securities

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

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	March 31, 2024								December 31, 2023
	Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
	(in millions)
Mutual funds	$	998	$	826	$	9	$	1,815	$	932	$	697	$	11	$	1,618
Other Common Stocks	2,002		1,015		63		2,954		3,056		971		43		3,984
Non-redeemable Preferred Stocks	47		42		20		69		39		42		19		62
Total equity securities, at fair value	$	3,047	$	1,883	$	92	$	4,838	$	4,027	$	1,710	$	73	$	5,664

The net change in unrealized gains (losses) from equity securities still held at period end, recorded within “Other income (loss),” was $295 million and $183 million during the three months ended March 31, 2024 and 2023, respectively.

Other Invested Assets

The following table sets forth the composition of “Other invested assets,” as of the dates indicated:

	March 31, 2024		December 31, 2023
	(in millions)
LPs/LLCs:
Equity method:
Private equity	$	6,923	$	6,821
Hedge funds	2,453		2,440
Real estate-related	1,764		1,621
Subtotal equity method	11,140		10,882
Fair value:
Private equity	1,200		785
Hedge funds	1,311		1,050
Real estate-related	399		147
Subtotal fair value	2,910		1,982
Total LPs/LLCs	14,050		12,864
Real estate held through direct ownership(1)(2)	1,443		591
Derivative instruments	(83)		(260)
Other(3)	758		739
Total other invested assets	$	16,168	$	13,934

__________ 

(1)March 31, 2024 balance includes approximately $870 million that was transferred from PGIM into the general account in the first quarter of 2024.

(2)As of March 31, 2024 and December 31, 2023, real estate held through direct ownership had mortgage debt of $153 million and $158 million, respectively.

(3)Primarily includes equity investments accounted for under the measurement alternative, leveraged leases and member and activity stock held in the Federal Home Loan Bank of New York. For additional information regarding our holdings in the Federal Home Loan Bank of New York, see Note 18 to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

Invested Assets of Other Entities and Operations

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

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	March 31, 2024		December 31, 2023
	(in millions)
Fixed maturities:
Public, available-for-sale, at fair value(1)	$	527	$	557
Private, available-for-sale, at fair value	176		0
Fixed maturities, trading, at fair value(1)	482		1,005
Equity securities, at fair value	563		608
Commercial mortgage and other loans, at book value(2)	157		519
Other invested assets(3)	2,534		3,401
Short-term investments	12		13
Total investments	$	4,451	$	6,103

__________ 

(1)As of March 31, 2024 and December 31, 2023, balances include investments in CLOs with fair value of $296 million and $298 million, respectively.

(2)Book value is generally based on unpaid principal balance, net of any allowance for credit losses, or at fair value, when the fair value option has been elected.

(3)December 31, 2023 balance includes approximately $870 million that was transferred from PGIM into the general account in the first quarter of 2024.

Fixed Maturities, Trading

“Fixed maturities, trading, at fair value” are primarily related to assets associated with consolidated VIEs for which the Company is the investment manager. The assets of the consolidated VIEs are generally offset by liabilities for which the fair value option has been elected. For additional information regarding these consolidated VIEs, see Note 4 to the Unaudited Interim Consolidated Financial Statements.

Commercial Mortgage and Other Loans

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

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

Other Invested Assets

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

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

Valuation of Assets and Liabilities

Fair Value of Assets and Liabilities

The authoritative guidance related to fair value measurement establishes a framework that includes a three-level hierarchy used to classify the inputs used in measuring fair value. The level in the hierarchy within which the fair value falls is determined based on the lowest level input that is significant to the measurement. The fair values of assets and liabilities classified as Level 3 include at least one significant unobservable input in the measurement. See Note 6 to the Unaudited Interim Consolidated

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Financial Statements for an additional description of the valuation hierarchy levels as well as for the balances of assets and liabilities measured at fair value on a recurring basis by hierarchy level presented on a consolidated basis.

The table below presents the balances of assets and liabilities measured at fair value on a recurring basis, as of the periods indicated, and the portion of such assets and liabilities that are classified in Level 3 of the valuation hierarchy. The table also provides details about these assets and liabilities excluding those held in the Closed Block division and Funds Withheld portfolios. We believe the amounts excluding the Closed Block division and Funds Withheld are most relevant to an understanding of our operations that are pertinent to investors in Prudential Financial because (1) substantially all Closed Block division assets support obligations and liabilities relating to the Closed Block policies only and (2) the Funds Withheld portfolios support obligations and liabilities relating to reinsurance agreements where the economic benefits and associated investment risk of the Funds Withheld assets pass to the reinsurers. See Notes 12 and 13 to the Unaudited Interim Consolidated Financial Statements for additional information regarding our material reinsurance agreements and the Closed Block, respectively.

	As of March 31, 2024
	PFI excluding Closed Block Division and Funds Withheld				Closed Block Division				Funds Withheld
	Total at Fair Value		Total Level 3(1)		Total at Fair Value		Total Level 3(1)		Total at Fair Value		Total Level 3(1)
	(in millions)
Fixed maturities, available-for-sale	$	277,906	$	6,608	$	30,075	$	953	$	10,529	$	29
Assets supporting experience-rated contractholder liabilities:
Fixed maturities	870		0		0		0		0		0
Equity securities	2,489		0		0		0		0		0
All other(2)	0		0		0		0		0		0
Subtotal	3,359		0		0		0		0		0
Market risk benefit assets	2,225		2,225		0		0		0		0
Fixed maturities, trading	4,862		601		849		18		4,577		711
Equity securities	5,401		440		1,818		61		5		5
Commercial mortgage and other loans	157		0		0		0		0		0
Other invested assets(3)	2,217		865		0		0		28		0
Short-term investments	4,045		22		476		10		106		0
Cash equivalents	7,566		0		785		0		344		0
Reinsurance recoverables and deposit receivables	(79)		0		0		0		303		303
Other assets	19		19		0		0		0		0
Separate account assets	173,511		338		0		0		0		0
Total assets	$	481,189	$	11,118	$	34,003	$	1,042	$	15,892	$	1,048
Market risk benefit liabilities	$	4,624	$	4,624	$	0	$	0	$	0	$	0
Policyholders’ account balances	9,864		9,864		0		0		0		0
Reinsurance and funds withheld payables	(24)		0		0		0		97		0
Other liabilities(3)	4,485		1		0		0		0		0
Notes issued by consolidated variable interest entities (“VIEs”)	405		405		0		0		0		0
Total liabilities	$	19,354	$	14,894	$	0	$	0	$	97	$	0

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	As of December 31, 2023
	PFI excluding Closed Block Division and Funds Withheld				Closed Block Division				Funds Withheld
	Total at Fair Value		Total Level 3(1)		Total at Fair Value		Total Level 3(1)		Total at Fair Value		Total Level 3(1)
	(in millions)
Fixed maturities, available-for-sale	$	279,887	$	5,241	$	30,486	$	868	$	5,948	$	9
Assets supporting experience-rated contractholder liabilities:
Fixed maturities	889		0		0		0		0		0
Equity securities	2,279		0		0		0		0		0
All other(2)	0		0		0		0		0		0
Subtotal	3,168		0		0		0		0		0
Market risk benefit assets	1,981		1,981		0		0		0		0
Fixed maturities, trading	5,959		409		887		20		2,944		0
Equity securities	6,112		451		1,891		61		0		0
Commercial mortgage and other loans	519		0		0		0		0		0
Other invested assets(3)	1,949		846		0		0		0		0
Short-term investments	3,714		19		135		10		51		0
Cash equivalents	8,930		4		966		0		406		0
Reinsurance recoverables and deposit receivables	(75)		0		0		0		224		224
Other assets	11		11		0		0		0		0
Separate account assets	171,812		1,094		0		0		0		0
Total assets	$	483,967	$	10,056	$	34,365	$	959	$	9,573	$	233
Market risk benefit liabilities	$	5,467	$	5,467	$	0	$	0	$	0	$	0
Policyholders’ account balances	7,752		7,752		0		0		0		0
Reinsurance and funds withheld payables	(24)		0		0		0		514		0
Other liabilities(3)	4,174		1		1		0		0		0
Notes issued by consolidated variable interest entities (“VIEs”)	778		778		0		0		0		0
Total liabilities	$	18,147	$	13,998	$	1	$	0	$	514	$	0

__________

(1)Level 3 assets expressed as a percentage of total assets measured at fair value on a recurring basis for PFI excluding the Closed Block division and Funds Withheld, the Closed Block division and Funds Withheld totaled 2.3%, 3.1%, and 6.6%, respectively, as of March 31, 2024, and 2.1%, 2.8%, and 2.4%, respectively, as of December 31, 2023.

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

(3)“Other invested assets” and “Other liabilities” primarily include derivatives. The amounts include the impact of netting subject to master netting agreements.

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

Fixed maturity securities included in Level 3 in our fair value hierarchy are generally priced based on internally-developed valuations or indicative broker quotes. For certain private fixed maturity and equity securities, the internal valuation models use significant unobservable inputs and, accordingly, such securities are included in Level 3 in our fair value hierarchy. Level 3 fixed maturity securities for PFI excluding the Closed Block division and Funds Withheld included approximately $2 billion of public fixed maturities as of March 31, 2024, with values primarily based on indicative broker quotes, and approximately $6 billion of private fixed maturities, with values primarily based on internally-developed models. Significant unobservable inputs used in their valuation included: issue specific spread adjustments, material non-public financial information, management judgment, estimation of future earnings and cash flows, default rate assumptions, liquidity assumptions and indicative quotes from market makers. Separate account assets included in Level 3 in our fair value hierarchy primarily include corporate securities and commercial mortgage loans.

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Contracts or contract features reported in “Market risk benefit assets” and “Market risk benefit liabilities” and embedded derivatives reported in “Policyholders’ account balances” that are included in Level 3 of our fair value hierarchy represent general account assets and liabilities pertaining to living benefit features of the Company’s variable annuity contracts and the index-linked interest credited features on certain life and annuity products. “Market risk benefit assets” and “Market risk benefit liabilities” are carried at fair value with changes in fair value included in “Change in value of market risk benefits, net of related hedging gains (losses)” except for the portion of the change attributable to changes in the Company’s NPR that is recorded in OCI. Embedded derivatives included in “Policyholder account balances” are carried at fair value with changes in fair value included in “Realized investment gains (losses), net.” These assets and liabilities are valued using internally-developed models that require significant estimates and assumptions developed by management. Changes in these estimates and assumptions can have a significant impact on the results of our operations. For additional information, see Note 6 to the Unaudited Interim Consolidated Financial Statements.

For additional information regarding the valuation techniques and the key estimates and assumptions used in our determination of fair value, see Note 6 to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

Liquidity and Capital Resources

Overview

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

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

Our businesses are subject to comprehensive regulation and supervision by domestic and international regulators. These regulations currently include requirements (many of which are the subject of ongoing rule-making) relating to capital and liquidity management. For information regarding these regulatory initiatives and their potential impact on us, see “Business—Regulation” and “Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, 2023.

From the beginning of 2024 through the date of this report, we took the following significant actions that have impacted, or are expected to impact, our liquidity and capital positions:

•In March, we issued $1 billion of junior subordinated notes. We intend to use these proceeds for general corporate purposes, which may include the redemption or repurchase of our $1 billion of junior subordinated notes due in 2045.

•In March, we redeemed $500 million of 5.200% junior subordinated notes due in 2044.

•In March, we closed our reinsurance transaction with Somerset Re for a portion of the guaranteed universal life policies issued by Pruco Life Insurance Company and Pruco Life Insurance Company of New Jersey, both of which are wholly-owned subsidiaries of Prudential Financial. These reinsured policies represent approximately 30% of the Company’s reserves on its in-force guaranteed universal life block of business. As a result of the transaction, our financing of Guideline AXXX reserves in the form of Credit-Linked Notes Structures has been reduced by $5,040 million from December 31, 2023. See “—Term and Universal Life Reserve Financing” below for additional information.

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Capital

The primary components of the Company’s capitalization consist of equity and outstanding capital debt, including junior subordinated debt. As shown in the table below, as of March 31, 2024, the Company had $48.3 billion in capital, all of which was available to support the aggregate capital requirements of its businesses and its Corporate and Other operations. Based on our assessment of these businesses and operations, we believe this level of capital is consistent with our ratings targets.

	March 31, 2024		December 31, 2023
	(in millions)
Equity(1)	$	34,870	$	34,324
Junior subordinated debt (including hybrid securities)	8,582		8,094
Other capital debt	4,867		4,869
Total capital	$	48,319	$	47,287

__________

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

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

RBC ratio calculations are intended to assist insurance regulators in measuring an insurer’s solvency and ability to pay future claims. The reporting of RBC measures is not intended for the purpose of ranking any insurance company or for use in connection with any marketing, advertising or promotional activities, but is available to the public.

PICA’s RBC ratio as of December 31, 2023, its most recent statutory fiscal year-end and RBC reporting date, was 435%. PICA’s RBC ratio is calculated on a consolidated basis and included Pruco Life Insurance Company (“Pruco Life”), Pruco Life Insurance Company of New Jersey (“PLNJ”), which is a subsidiary of Pruco Life, and Prudential Legacy Insurance Company of New Jersey (“PLIC”).

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

The table below presents the solvency margin ratios of our most significant international insurance subsidiaries as of December 31, 2023, the most recent date for which this information is available.

	Ratio
Prudential of Japan consolidated(1)	787	%
Gibraltar Life consolidated(2)	948	%

__________ 

(1)Includes Prudential Trust Co., Ltd., a subsidiary of Prudential of Japan.

(2)Includes Prudential Gibraltar Financial Life Insurance Co., Ltd. (“PGFL”), a subsidiary of Gibraltar Life.

All of our domestic and significant international insurance subsidiaries have capital levels that substantially exceed the minimum level required by applicable insurance regulations. The statutory capital of our insurance companies and our overall capital flexibility could be impacted by, among other things, market conditions and changes in insurance reserves, including those stemming from updates to our actuarial assumptions. Our regulatory capital levels also may be affected in the future by changes to the applicable regulations, proposals for which are currently under consideration by both domestic and international insurance regulators. For additional information regarding the calculation of RBC and solvency margin ratios, as well as regulatory minimums, see Note 20 to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

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Captive Reinsurance Companies

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Capital—Captive Reinsurance Companies” included in our Annual Report on Form 10-K for the year ended December 31, 2023, for a discussion of our use of captive reinsurance companies. 

Shareholder Distributions

Share Repurchase Program and Shareholder Dividends

In December 2023, Prudential Financial’s Board of Directors authorized the Company to repurchase, at management’s discretion, up to $1.0 billion of its outstanding Common Stock during the period from January 1, 2024 through December 31, 2024. In general, the timing and amount of share repurchases are determined by management based on market conditions and other considerations, including compliance with applicable laws and any increased capital needs of our businesses due to, among other things, credit migration and losses in our investment portfolio, changes in regulatory capital requirements and opportunities for growth and acquisitions. Repurchases may be executed in the open market, through derivative, accelerated repurchase and other negotiated transactions and through plans designed to comply with Rule 10b5-1(c) under the Securities Exchange Act of 1934.

The following table sets forth information about declarations of Common Stock dividends, as well as repurchases of shares of Prudential Financial’s Common Stock, for the three months ended March 31, 2024.

	Dividend Amount				Shares Repurchased
Three months ended:	Per Share		Aggregate		Shares	Total Cost
	(in millions, except per share data)
March 31, 2024	$	1.30	$	476	2.3	$	250

Liquidity

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

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

Liquidity of Prudential Financial

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

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

As of March 31, 2024, Prudential Financial had highly liquid assets with a carrying value totaling $4,701 million, an increase of $131 million from December 31, 2023. Highly liquid assets predominantly include cash, short-term investments, U.S. Treasury securities, obligations of other U.S. government authorities and agencies, and/or foreign government bonds. We maintain an intercompany liquidity account that is designed to optimize the use of cash by facilitating the lending and borrowing of funds between Prudential Financial and its subsidiaries on a daily basis. Excluding the net borrowings from this

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intercompany liquidity account, Prudential Financial had highly liquid assets of $4,248 million as of March 31, 2024, an increase of $153 million from December 31, 2023.

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

	Three Months Ended March 31,
	2024		2023
	(in millions)
Highly Liquid Assets, beginning of period	$	4,095	$	4,535
Dividends and/or returns of capital from subsidiaries(1)	326		21
Affiliated (borrowings)/loans - (capital activities)(2)	702		399
Capital contributions to subsidiaries(3)	(46)		(142)
Total Business Capital Activity	982		278
Share repurchases(4)	(242)		(251)
Common Stock dividends(5)	(483)		(473)
Business dispositions	0		0
Total Share Repurchases, Dividends and Business Disposition Activity	(725)		(724)
Proceeds from the issuance of debt	990		495
Repayments of debt	(504)		(4)
Total Debt Activity	486		491
Net interest expense	(278)		(269)
Affiliated (borrowings)/loans - (operating activities)(6)	(354)		73
Other, net(7)	42		170
Total Other Activity	(590)		(26)
Net increase/(decrease) in highly liquid assets	153		19
Highly Liquid Assets, end of period	$	4,248	$	4,554

__________ 

(1)2024 includes $250 million from PICA, $60 million from international insurance subsidiaries, and $16 million from PGIM subsidiaries. 2023 includes $15 million from PGIM subsidiaries and $6 million from other subsidiaries.

(2)2024 includes $502 million from international insurance subsidiaries and $200 million from captive reinsurance subsidiaries. 2023 includes $399 million from international insurance subsidiaries.

(3)2024 includes capital contributions of $39 million to international insurance subsidiaries and $7 million to other subsidiaries. 2023 includes capital contributions of $44 million to international insurance subsidiaries and $98 million to other subsidiaries.

(4)Excludes cash payments made on trades that settled in the subsequent period.

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

(6)Represent loans to and from subsidiaries to support business operating needs.

(7)2024 primarily includes $89 million of proceeds from stock-based compensation and exercise of stock options, $10 million for net income tax receipts and $(57) million from internal affiliated settlements. 2023 primarily includes $45 million of income on investments, $43 million of proceeds from stock-based compensation and exercise of stock options, $25 million from internal affiliated settlements and $16 million for net income tax receipts.

Dividends and Returns of Capital from Subsidiaries

Domestic insurance subsidiaries. During the first three months of 2024, Prudential Financial received dividends of $250 million from PICA. In addition to paying Common Stock dividends, our domestic insurance operations may return capital to Prudential Financial by other means, such as affiliated lending, and reinsurance with Bermuda-based affiliates.

International insurance subsidiaries. During the first three months of 2024, Prudential Financial received dividends of $60 million from its international insurance subsidiaries. In addition to paying Common Stock dividends, our international insurance operations may return capital to Prudential Financial by other means, such as the repayment of preferred stock obligations held by Prudential Financial or other affiliates, affiliated lending, affiliated derivatives and reinsurance with U.S.- and Bermuda-based affiliates.

Other subsidiaries. During the first three months of 2024, Prudential Financial received dividends and returns of capital of $16 million from PGIM subsidiaries.

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

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

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

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

See Note 20 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2023, for information regarding specific dividend restrictions.

Liquidity of Insurance Subsidiaries

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

Liquidity is measured against internally-developed benchmarks that take into account the characteristics of both the asset portfolio and the liabilities that they support. We consider attributes of the various categories of liquid assets (for example, type of asset and credit quality) in calculating internal liquidity measures to evaluate our insurance operations’ liquidity under various stress scenarios, including company-specific and market-wide events. We continue to believe that cash generated by ongoing operations and the profile of our assets provide sufficient liquidity under reasonably foreseeable stress scenarios for each of our insurance subsidiaries.

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

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

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	March 31, 2024
	Prudential Insurance(1)		PLIC		Pruco Life		Total		December 31, 2023
	(in billions)
Cash and short-term investments	$	5.9	$	1.7	$	3.0	$	10.6	$	10.8
Fixed maturity investments(2):
High or highest quality	116.0		27.3		28.6		171.9		163.6
Other than high or highest quality	7.7		2.6		2.6		12.9		12.6
Subtotal	123.7		29.9		31.2		184.8		176.2
Public equity securities, at fair value	0.7		1.8		0.6		3.1		4.1
Total	$	130.3	$	33.4	$	34.8	$	198.5	$	191.1

__________ 

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

(2)Credit quality is based on NAIC or equivalent rating.

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

	March 31, 2024
	Prudential of Japan		Gibraltar Life(1)		All Other(2)		Total		December 31, 2023
	(in billions)
Cash and short-term investments	$	0.7	$	3.5	$	2.1	$	6.3	$	6.7
Fixed maturity investments(3):
High or highest quality(4)	29.3		55.6		22.0		106.9		111.8
Other than high or highest quality	0.3		0.6		3.3		4.2		4.2
Subtotal	29.6		56.2		25.3		111.1		116.0
Public equity securities	2.9		1.2		0.1		4.2		3.9
Total	$	33.2	$	60.9	$	27.5	$	121.6	$	126.6

__________ 

(1)Includes PGFL.

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

(3)Credit quality is based on NAIC or equivalent rating.

(4)As of March 31, 2024, $70.2 billion, or 66%, were invested in government or government agency bonds.

Liquidity associated with other activities

Hedging activities associated with Individual Retirement Strategies

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

The hedging portion of our Individual Retirement Strategies’ ALM strategy may also result in derivative related collateral postings to (when we are in a net post position) or from (when we are in a net receive position) counterparties. The net collateral position depends on changes in interest rates and equity markets related to the amount of the exposures hedged. Depending on market conditions, the collateral posting requirements can result in material liquidity needs when we are in a net post position. As of March 31, 2024, the derivatives comprising the hedging portion of our Individual Retirement Strategies’ ALM strategy were in a net post position of $13.3 billion compared to a net post position of $13.0 billion as of December 31, 2023. The change in collateral position was primarily driven by the impact of equity market appreciation, and increasing interest rates.

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Foreign exchange hedging activities

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

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

For additional information regarding our hedging strategy, see “—Results of Operations—Impact of Foreign Currency Exchange Rates.”

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

	Three Months Ended March 31,
Cash Settlements Received (Paid):	2024		2023
	(in millions)
Internal Hedges(1)	$	137	$	193
External Hedges(2)(5)	(86)		(108)
Total Cash Settlements	$	51	$	85
Assets (Liabilities):	March 31, 2024		December 31, 2023
	(in millions)
Internal Hedges(1)	$	1,221	$	875
External Hedges(3)	160		134
Total Assets (Liabilities)(4)	$	1,381	$	1,009

__________

(1)Represents internal transactions between international-based and U.S.-based entities. Amounts noted are from the U.S.-based entities’ perspectives.

(2)Includes non-yen related cash settlements received (paid) of $(4) million, primarily denominated in Brazilian real, Chilean peso and Australian dollar, and $(4) million, primarily denominated in Brazilian real, Australian dollar and Chilean peso for the three months ended March 31, 2024 and 2023, respectively.

(3)Includes non-yen related assets (liabilities) of $(48) million, primarily denominated in Brazilian real, Chilean peso and Australian dollar, as of March 31, 2024 and $(74) million, primarily denominated in Brazilian real, Australian dollar and Chilean peso, as of December 31, 2023.

(4)As of March 31, 2024, approximately $449 million, $473 million, $212 million and $247 million of the net market values are scheduled to settle in 2024, 2025, 2026, and thereafter, respectively. The net market value of the assets (liabilities) will vary with changing market conditions to the extent there are no corresponding offsetting positions.

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

PGIM operations

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

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

There have been no material changes to the liquidity position of our PGIM operations since December 31, 2023.

Alternative Sources of Liquidity

In addition to asset-based financing as discussed below, Prudential Financial and certain subsidiaries have access to other sources of liquidity, including syndicated, unsecured committed credit facilities, membership in the Federal Home Loan Bank of New York, a funding agreement facility with Farmer Mac, commercial paper programs and contingent financing facilities in the form of facility agreements. For additional information regarding these sources of liquidity, see Note 15 to the Unaudited Interim Consolidated Financial Statements contained herein and Note 18 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2023.

Asset-based Financing

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

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

	March 31, 2024						December 31, 2023
	PFI Excluding Closed Block Division		Closed Block Division		Consolidated		PFI Excluding Closed Block Division		Closed Block Division		Consolidated
	($ in millions)
Securities sold under agreements to repurchase	$	4,596	$	1,967	$	6,563	$	3,803	$	2,253	$	6,056
Cash collateral for loaned securities	5,211		1,767		6,978		5,173		1,304		6,477
Securities sold but not yet purchased	0		0		0		0		0		0
Total(1)(2)	$	9,807	$	3,734	$	13,541	$	8,976	$	3,557	$	12,533
Portion of above securities that may be returned to the Company overnight requiring immediate return of the cash collateral	$	9,276	$	3,682	$	12,958	$	8,217	$	3,457	$	11,674
Weighted average maturity, in days(3)	5		2				8		4

__________ 

(1)The daily average outstanding balance for the three months ended March 31, 2024 was $9,352 million for PFI excluding the Closed Block division, and $3,815 million for the Closed Block division.

(2)Includes utilization of external funding facilities for PGIM’s commercial mortgage origination business.

(3)Excludes securities that may be returned to the Company overnight.

As of March 31, 2024, our domestic insurance entities had assets eligible for the asset-based or secured financing programs of $96.5 billion, of which $13.4 billion were on loan. Taking into account market conditions and outstanding loan balances as of March 31, 2024, we believe approximately $11.7 billion of the remaining eligible assets are readily lendable, including approximately $9.9 billion relating to PFI excluding the Closed Block division, of which $4 billion relates to certain

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separate accounts and may only be used for financing activities related to those accounts, and the remaining $1.8 billion relating to the Closed Block division.

Financing Activities

As of March 31, 2024, total short-term and long-term debt of the Company on a consolidated basis was $20 billion, an increase of $0.5 billion from December 31, 2023. The following table sets forth total consolidated borrowings of the Company as of the dates indicated. We may, from time to time, seek to redeem or repurchase our outstanding debt securities through open market purchases, individually negotiated transactions or otherwise. Any such actions will depend on prevailing market conditions, our liquidity position, and other factors.

	March 31, 2024						December 31, 2023
Borrowings:	Prudential Financial		Subsidiaries		Consolidated		Prudential Financial		Subsidiaries		Consolidated
	(in millions)
General obligation short-term debt:
Commercial paper	$	25	$	480	$	505	$	25	$	510	$	535
Current portion of long-term debt	0		0		0		0		0		0
Other short-term debt	0		0		0		0		0		0
Subtotal	25		480		505		25		510		535
General obligation long-term debt:
Senior debt	10,111		0		10,111		10,112		0		10,112
Junior subordinated debt	8,541		41		8,582		8,050		44		8,094
Surplus notes(1)	0		347		347		0		346		346
Subtotal	18,652		388		19,040		18,162		390		18,552
Total general obligations	18,677		868		19,545		18,187		900		19,087
Limited and non-recourse borrowings(2):
Short-term debt	0		0		0		0		0		0
Current portion of long-term debt	0		80		80		0		83		83
Long-term debt	0		328		328		0		330		330
Total limited and non-recourse borrowings	0		408		408		0		413		413
Total borrowings	$	18,677	$	1,276	$	19,953	$	18,187	$	1,313	$	19,500

__________ 

(1)Amounts are net of assets under set-off arrangements of $7,330 million and $12,370 million as of March 31, 2024 and December 31, 2023, respectively. Amounts exclude credit-linked note structures used to finance Guideline AXXX reserves for business reinsured to Somerset Re in March 2024.

(2)Limited and non-recourse borrowing primarily represents mortgage debt of our subsidiaries that has recourse only to real estate investment property of $153 million and $157 million as of March 31, 2024 and December 31, 2023, respectively, and a draw on a credit facility that has recourse only to collateral pledged by the Company of $255 million as of both March 31, 2024 and December 31, 2023, respectively.

As of March 31, 2024, and December 31, 2023, the Company was in compliance with all debt covenants related to the borrowings in the table above. For additional information regarding the Company’s short- and long-term debt obligations, see Note 15 to the Unaudited Interim Consolidated Financial Statements contained herein and Note 18 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2023.

Prudential Financial’s consolidated borrowings increased $0.5 billion from December 31, 2023. In March 2024, the Company issued $1.0 billion in aggregate principal amount of 6.50% junior subordinated notes due in March 2054. In March 2024, the Company redeemed, in full, $500 million in aggregate principal amount of 5.20% junior subordinated notes due in 2044.

Term and Universal Life Reserve Financing

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

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obligations, and the payment of principal and interest on the surplus notes can only be made with prior insurance regulatory approval.

We have entered into agreements with external counterparties providing for the issuance of surplus notes by our captive reinsurers in return for the receipt of credit-linked notes (“Credit-Linked Note Structures”). As of March 31, 2024, we had Credit-Linked Note Structures with an aggregate issuance capacity of $11,250 million, of which $8,780 million was outstanding, compared to December 31, 2023, where we had an aggregate issuance capacity of $15,700 million, of which $13,820 million was outstanding. Under the agreements, the captive receives in exchange for the surplus notes one or more credit-linked notes issued by a special-purpose affiliate of the Company with an aggregate principal amount equal to the surplus notes outstanding. The captive holds the credit-linked notes as assets supporting Regulation XXX or Guideline AXXX non-economic reserves, as applicable. For additional information regarding our Credit-Linked Note Structures, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Financing Activities” in our Annual Report on Form 10-K for the year ended December 31, 2023.

The following table summarizes our Credit-Linked Note Structures, which are reported on a net basis, as of March 31, 2024:

	Surplus Notes		Outstanding as of March 31, 2024
Credit-Linked Note Structures(1):	Original Issue Dates	Maturity Dates				Facility Size
	($ in millions)
XXX	2014-2021	2024-2036	$	1,600	(2)	$	1,750
XXX	2014-2016	2025-2034	1,750		(3)	1,750
XXX	2014-2017	2024-2037	2,330			2,400
XXX	2018	2038	1,000			1,600
AXXX	2020	2049	2,100			3,750
Total Credit-Linked Note Structures			$	8,780		$	11,250

__________

(1)Excludes credit-linked note structures used to finance Guideline AXXX reserves for business reinsured to Somerset Re in March 2024. See Note 12 to the Unaudited Interim Consolidated Financial Statements for additional information.

(2)Prudential Financial has agreed to reimburse amounts paid under the credit-linked notes issued in this structure up to $250 million.

(3)The $1,750 million of surplus notes represents an intercompany transaction that eliminates upon consolidation. Prudential Financial has agreed to reimburse amounts paid under credit-linked notes issued in this structure up to $1,000 million.

As of March 31, 2024, we also had outstanding an aggregate of $2,600 million of debt issued for the purpose of financing $700 million of Regulation XXX and $1,900 million of Guideline AXXX non-economic reserves. In addition, as of March 31, 2024, for purposes of financing Guideline AXXX non-economic reserves, one captive had $3,982 million of surplus notes outstanding that were issued to affiliates.

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

Off-Balance Sheet Arrangements

See additional information regarding off-balance sheet arrangements in Note 15 and other commitments in Note 21 to the Unaudited Interim Consolidated Financial Statements.

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

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Ratings

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Ratings” in our Annual Report on Form 10-K for the year ended December 31, 2023, for a discussion of our financial strength and credit ratings and their impact on our business.

There have been no significant changes or actions in ratings or ratings outlooks for the Company that have occurred since the filing of our Form 10-K for the year ended December 31, 2023.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk is the risk of fluctuations in the value of financial instruments as a result of absolute or relative changes in interest rates, foreign currency exchange rates, equity prices or commodity prices. To varying degrees, our products and services, and the investment activities supporting them, generate exposure to market risk. The market risk incurred, and our strategies for managing this risk, vary by product. As of March 31, 2024, there have been no material changes in our economic exposure to market risk from December 31, 2023, a description of which may be found in our Annual Report on Form 10-K, for the year ended December 31, 2023, “Item 7A. Quantitative and Qualitative Disclosures about Market Risk,” filed with the Securities and Exchange Commission. See “Item 1A. Risk Factors” included in the Annual Report on Form 10-K for the year ended December 31, 2023, for a discussion of how difficult conditions in the financial markets and the economy generally may materially adversely affect our business and results of our operations.

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 Exchange Act Rule 13a-15(e), as of March 31, 2024. Based on such evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of March 31, 2024, our disclosure controls and procedures were effective. No change in our internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f), occurred during the quarter ended March 31, 2024, 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

ITEM 1. LEGAL PROCEEDINGS

See Note 21 to the Unaudited Interim Consolidated Financial Statements under “—Litigation and Regulatory Matters” for a description of certain pending litigation and regulatory matters affecting us, and certain risks to our businesses presented by such matters, which is incorporated herein by reference.

ITEM 1A. RISK FACTORS

You should carefully consider the risks described under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023. These risks could materially affect our business, results of operations or financial condition, cause the trading price of our Common Stock to decline materially 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” and the risks of our businesses described elsewhere in this Quarterly Report on Form 10-Q.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(c) The following table provides information about purchases by the Company during the three months ended March 31, 2024, of its Common Stock:

Period	Total Number of Shares Purchased(1)	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Program(2)	Approximate Dollar Value of Shares that May Yet Be Purchased under the Program(2)
January 1, 2024 through January 31, 2024	809,820	$	103.96	801,625
February 1, 2024 through February 29, 2024	1,754,200	$	107.27	781,434
March 1, 2024 through March 31, 2024	749,187	$	112.62	740,139
Total	3,313,207			2,323,198	$	750,000,000

__________

(1)Includes shares of Common Stock withheld from participants for income tax withholding purposes whose shares of restricted stock units vested during the period. Such restricted stock units were originally issued to participants pursuant to the Prudential Financial, Inc. Omnibus Incentive Plan.

(2)In December 2023, Prudential Financial’s Board of Directors authorized the Company to repurchase, at management’s discretion, up to $1.0 billion of its outstanding Common Stock during the period from January 1, 2024 through December 31, 2024.

The approximate dollar value of shares that may yet be purchased under the program does not reflect any applicable excise tax payable in connection with share repurchases, which is recorded as part of the cost basis of treasury stock and is assessed on the fair value of stock repurchases, reduced by the fair value of any shares issued during the period.

ITEM 5. OTHER INFORMATION

Company Trading Plans or other Arrangements

Our directors and officers (as defined in Exchange Act Rule 16a-1(f)) may from time to time enter into plans or other arrangements for the purchase or sale of our shares that are intended to satisfy the affirmative defense conditions of Rule 10b5–1(c) or may represent a non-Rule 10b5-1 trading arrangement under the Exchange Act. During the quarter ended March 31, 2024, no such plans or other arrangements were adopted or terminated.

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ITEM 6. EXHIBITS

EXHIBIT INDEX

3.1	Amended and Restated Certificate of Incorporation of Prudential Financial, Inc. Incorporated by reference to Exhibit 3.1 to the Registrant’s January 22, 2015 Current Report on Form 8-K.
3.2	Amended and Restated By-Laws of Prudential Financial, Inc., effective September 12, 2023. Incorporated by reference to Exhibit 3.1 to the Registrant’s September 13, 2023 Current Report on Form 8-K.
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.

101.INS - XBRL	Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH - XBRL	Taxonomy Extension Schema Document.
101.CAL - XBRL	Taxonomy Extension Calculation Linkbase Document.
101.LAB - XBRL	Taxonomy Extension Label Linkbase Document.
101.PRE - XBRL	Taxonomy Extension Presentation Linkbase Document.
101.DEF - XBRL	Taxonomy Extension Definition Linkbase Document.
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

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GLOSSARY

Throughout this Quarterly Report on Form 10-Q, the Company may use certain abbreviations, acronyms and terms which are defined below.

Prudential Entities
AIQ	Assurance IQ	POA	Prudential of Argentina
Company	Prudential Financial, Inc. and its subsidiaries	Pruco Life	Pruco Life Insurance Company
PFI	Prudential Financial, Inc. and its subsidiaries	Prudential	Prudential Financial, Inc. and its subsidiaries
PGFL	Prudential Gibraltar Financial Life Insurance Co., Ltd.	Prudential Financial	Prudential Financial, Inc.
PGIM	The global investment management business of Prudential Financial, Inc.	Prudential Funding	Prudential Funding, LLC
PIIH	Prudential International Insurance Holdings, Ltd.	Prudential Insurance/PICA	The Prudential Insurance Company of America
PLIC	Prudential Legacy Insurance Company of New Jersey	Prudential of Japan	The Prudential Life Insurance Company, Ltd.
PLNJ	Pruco Life Insurance Company of New Jersey	Registrant	Prudential Financial, Inc.

Defined Terms
Allstate	The Allstate Corporation	Inflation Reduction Act	The Inflation Reduction Act of 2022
AuguStar	AuguStar Life Insurance Company, formerly known as The Ohio National Life Insurance Company	Moody's	Moody's Investors Service, Inc.
Board	Prudential Financial's Board of Directors	Morningstar	Morningstar, Inc.
Closed Block	Certain in-force participating insurance policies and annuity products, along with corresponding assets used for the payment of benefits and policyholders' dividends on these products	Other Postretirement Benefits	Certain health care and life insurance benefits provided by the Company for its retired employees, their beneficiaries and covered dependents
Credit-Linked Note Structures	Agreements with external counterparties providing for the issuance of surplus notes by our captive reinsurers in return for the receipt of credit-linked notes	Pension Benefits	Funded and non-funded non-contributory defined benefit pension plans which cover substantially all of the Company’s employees
Deerpath	Deerpath Capital Management, LP	Prismic	Prismic Life Holding Company LP
Exchange Act	The Securities Exchange Act of 1934	Prismic Re	Prismic Life Reinsurance, Ltd
Farmer Mac	Federal Agricultural Mortgage Corporation	Regulation XXX	Valuation of Life Insurance Policies Model Regulation
Fitch	Fitch Ratings Inc.	S&P	Standard & Poor's Rating Services
Fortitude	Fortitude Group Holdings, LLC	Somerset Re	Somerset Reinsurance Ltd.
Funds Withheld	Assets the Company retains the legal ownership of under certain reinsurance arrangements	Talcott Resolution	Talcott Resolution Life Insurance Company
Great-West	Great-West Life & Annuity Insurance Company	U.S. GAAP	Generally accepted accounting principles in the United States of America
Guideline AXXX	The Application of the Valuation of Life Insurance Policies Model Regulation	Union Hamilton	Union Hamilton Reinsurance, Ltd.
Hartford Financial	Hartford Financial Services Group, Inc.

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Acronyms
ACL	Allowance for Credit Losses	MD&A	Management's Discussion and Analysis of Financial Condition and Results of Operations
AIR	Additional Insurance Reserves	MRBs	Market Risk Benefits
ALM	Asset Liability Management	NAIC	National Association of Insurance Commissioners
AOCI	Accumulated Other Comprehensive Income (Loss)	NAV	Net Asset Value
ASC	Accounting Standards Codification	NJDOBI	New Jersey Department of Banking and Insurance
ASU	Accounting Standards Update	NPR	Non-Performance Risk
AUD	Australian Dollar	OCI	Other Comprehensive Income (Loss)
bps	Basis Points	OTC	Over-The-Counter
CAMT	Corporate Alternative Minimum Tax	OTTI	Other-Than-Temporary Impairments
CECL	Current Expected Credit Loss	PALAC	Prudential Annuities Life Assurance Corporation
CLO	Collateralized Loan Obligations	PDI	Prudential Defined Income
DAC	Deferred Policy Acquisition Costs	POT	The Prudential Life Insurance Company of Taiwan Inc.
DPL	Deferred Profit Liability	PRIAC	Prudential Retirement Insurance and Annuity Company
DSI	Deferred Sales Inducements	RAF	Risk Appetite Framework
EBITDA	Earnings Before Interest, Taxes, Depreciation and Amortization	RBC	Risk-Based Capital
FANIP	Funding Agreement Notes Issuance Program	SEC	Securities and Exchange Commission
FASB	Financial Accounting Standards Board	SOFR	Secured Overnight Financing Rate
FHLBNY	Federal Home Loan Bank of New York	SVO	Securities Valuation Office
FLIAC	Fortitude Life Insurance and Annuity Company	TBA	To-Be-Announced
FSA	Financial Services Agency (an agency of the Japanese government)	TDR	Troubled Debt Restructuring
GICs	Guaranteed Investment Contracts	U.S.	The United States of America
GILTI	Global Intangible Low-Taxed Income	URR	Unearned Revenue Reserve
GMDB	Guaranteed Minimum Death Benefits	USD	U.S. Dollar
GMIB	Guaranteed Minimum Income Benefits	VIEs	Variable Interest Entities
HDI	Highest Daily Lifetime Income	VOBA	Value of Business Acquired
LPs/LLCs	Limited Partnerships and Limited Liability Companies

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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 Financial, Inc.
By:	/S/    YANELA C. FRIAS
	Yanela C. Frias Executive Vice President and Chief Financial Officer (Authorized signatory and principal financial officer)

Date: May 2, 2024

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