Pruco Life Insurance 10-Q 2016 Q3 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 _____________________________________

FORM 10-Q

 _____________________________________

(Mark One)

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

For the quarterly period ended September 30, 2016

OR

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

For the Transition Period from              to             

Commission file number 033-37587        

_____________________________________ 

Pruco Life Insurance

Company

(Exact name of Registrant as specified in its charter)

Arizona	22-1944557
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

213 Washington Street, Newark, New Jersey 07102

(Address of principal executive offices) (Zip Code)

(973) 802-6000

(Registrant’s Telephone Number, including area code)

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

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

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x	Smaller reporting Company	¨

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

As of November 10, 2016, 250,000 shares of the registrant’s Common Stock (par value $10), were outstanding. As of such date, The Prudential Insurance Company of America, a New Jersey corporation, owned all of the Registrant’s Common Stock.

Pruco Life Insurance Company meets the conditions set

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

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

TABLE OF CONTENTS

		Page Number
PART I—FINANCIAL INFORMATION
Item 1.	Financial Statements:
	Unaudited Interim Consolidated Statements of Financial Position as of September 30, 2016 and December 31, 2015	4
	Unaudited Interim Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and nine months ended September 30, 2016 and 2015	5
	Unaudited Interim Consolidated Statements of Equity for the nine months ended September 30, 2016 and 2015	6
	Unaudited Interim Consolidated Statements of Cash Flows for the nine months ended September 30, 2016 and 2015	7
	Notes to Unaudited Interim Consolidated Financial Statements	8
	1.    Business and Basis of Presentation	8
	2.    Significant Accounting Policies and Pronouncements	11
	3.    Investments	14
	4.    Fair Value of Assets and Liabilities	27
	5.    Derivative Instruments	47
	6.    Commitments, Contingent Liabilities and Litigation and Regulatory Matters	53
	7.    Reinsurance	54
	8.    Related Party Transactions	59
	9. Revision to Prior Year Information	63
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	66
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	78
Item 4.	Controls and Procedures	78
PART II—OTHER INFORMATION		79
Item 1.	Legal Proceedings	79
Item 1A.	Risk Factors	79
Item 6.	Exhibits	80
SIGNATURES		81

2                     

FORWARD LOOKING STATEMENTS

Certain of the statements included in this Quarterly Report on Form 10-Q, including but not limited to those in Management’s Discussion and Analysis of Financial Condition and Results of Operations, constitute forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Words such as “expects,” “believes,” “anticipates,” “includes,” “plans,” “assumes,” “estimates,” “projects,” “intends,” “should,” “will,” “shall” or variations of such words are generally part of forward-looking statements. Forward-looking statements are made based on management’s current expectations and beliefs concerning future developments and their potential effects upon Pruco Life Insurance Company and its subsidiaries. There can be no assurance that future developments affecting Pruco Life Insurance Company 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) general economic, market and political conditions, including the performance and fluctuations of fixed income, equity, real estate and other financial markets; (2) the availability and cost of additional debt or equity capital or external financing for our operations; (3) interest rate fluctuations or prolonged periods of low interest rates; (4) the degree to which we choose not to hedge risks, or the potential ineffectiveness or insufficiency of hedging or risk management strategies we do implement; (5) reestimates of our reserves for future policy benefits and claims; (6) differences between actual experience regarding mortality, morbidity, persistency, utilization, interest rates or market returns and the assumptions we use in pricing our products, establishing liabilities and reserves or for other purposes; (7) changes in our assumptions related to deferred policy acquisition costs; (8) changes in our financial strength or credit ratings; (9) statutory reserve requirements associated with term and universal life insurance policies under Regulation XXX and Guideline AXXX; (10) investment losses, defaults and counterparty non-performance; (11) competition in our product lines and for personnel; (12) difficulties in marketing and distributing products through current or future distribution channels; (13) changes in tax law; (14) regulatory or legislative changes, including the Dodd-Frank Wall Street Reform and Consumer Protection Act and the U.S. Department of Labor's fiduciary rules; (15) inability to protect our intellectual property rights or claims of infringement of the intellectual property rights of others; (16) adverse determinations in litigation or regulatory matters, and our exposure to contingent liabilities, including related to the remediation of certain securities lending activities administered by Prudential Financial, Inc.; (17) domestic or international military actions, natural or man-made disasters including terrorist activities or pandemic disease, or other events resulting in catastrophic loss of life; (18) ineffectiveness of risk management policies and procedures in identifying, monitoring and managing risks; (19) interruption in telecommunication, information technology or other operational systems or failure to maintain the security, confidentiality or privacy of sensitive data on such systems; (20) possible difficulties in executing, integrating and realizing projected results of acquisitions, divestitures and restructurings; and (21) changes in statutory or U.S. GAAP accounting principles, practices or policies. Pruco Life Insurance Company does not intend, and is under no obligation, to update any particular forward-looking statement included in this document. See “Risk Factors” included in the Annual Report on Form 10-K for the year ended December 31, 2015 for discussion of certain risks relating to our business and investment in our securities.

3                     

PART I—FINANCIAL INFORMATION

ITEM 1. Financial Statements

PRUCO LIFE INSURANCE COMPANY

Unaudited Interim Consolidated Statements of Financial Position

September 30, 2016 and December 31, 2015 (in thousands, except share amounts)

	September 30, 2016			December 31, 2015
ASSETS
Fixed maturities, available-for-sale, at fair value (amortized cost: 2016 – $5,275,778; 2015 – $6,775,806)	$	5,631,416		$	6,840,932
Equity securities, available-for-sale, at fair value (cost: 2016 – $19,384; 2015 – $54,609)	20,102			51,973
Trading account assets, at fair value	38,410			64,612
Policy loans	1,156,620			1,143,303
Short-term investments	41,658			54,806
Commercial mortgage and other loans	1,079,639			1,658,235
Other long-term investments	327,010			379,237
Total investments	8,294,855			10,193,098
Cash and cash equivalents	78,777			370,286
Deferred policy acquisition costs	1,217,189			5,129,931
Accrued investment income	84,430			100,031
Reinsurance recoverables	31,785,676			22,691,491
Receivables from parent and affiliates	246,811			228,253
Deferred sales inducements	0			684,844
Other assets	266,597			59,578
Separate account assets	116,827,710			109,350,121
TOTAL ASSETS	$	158,802,045		$	148,807,633
LIABILITIES AND EQUITY
LIABILITIES
Future policy benefits	$	20,096,101		$	15,198,755
Policyholders’ account balances	18,011,323			17,204,824
Cash collateral for loaned securities	133,500			40,416
Income taxes	123,584			138,639
Short-term debt to affiliates	0			180,000
Long-term debt to affiliates	0			1,204,000
Payables to parent and affiliates	64,532			72,791
Other liabilities	784,635			935,662
Separate account liabilities	116,827,710			109,350,121
TOTAL LIABILITIES	156,041,385			144,325,208
COMMITMENTS AND CONTINGENT LIABILITIES (See Note 6)			��
EQUITY
Common stock ($10 par value; 1,000,000 shares authorized; 250,000 shares issued and outstanding)	2,500			2,500
Additional paid-in capital	986,063			779,973
Retained earnings	1,522,310			3,635,147
Accumulated other comprehensive income	249,787			64,805
TOTAL EQUITY	2,760,660			4,482,425
TOTAL LIABILITIES AND EQUITY	$	158,802,045		$	148,807,633

See Notes to Unaudited Interim Consolidated Financial Statements

4                     

PRUCO LIFE INSURANCE COMPANY

Unaudited Interim Consolidated Statements of Operations and Comprehensive Income (Loss)

Three and Nine Months Ended September 30, 2016 and 2015 (in thousands)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
REVENUES
Premiums	$	29,015		$	20,321		$	(805,162	)	$	59,440
Policy charges and fee income	88,479			546,344			673,973			1,615,977
Net investment income	103,743			102,215			287,814			307,121
Asset administration fees	4,004			84,814			80,399			285,866
Other income	15,436			11,714			20,359			43,944
Realized investment gains (losses), net:
Other-than-temporary impairments on fixed maturity securities	0			(1,099		)	(16,597		)	(1,514		)
Other-than-temporary impairments on fixed maturity securities transferred to other comprehensive income	0			19			338			51
Other realized investment gains (losses), net	(9,668		)	(1,904		)	922,204			(113,152		)
Total realized investment gains (losses), net	(9,668		)	(2,984		)	905,945			(114,615		)
TOTAL REVENUES	231,009			762,424			1,163,328			2,197,733
BENEFITS AND EXPENSES
Policyholders’ benefits	54,496			115,186			(317,384		)	233,950
Interest credited to policyholders’ account balances	42,081			156,486			256,488			322,206
Amortization of deferred policy acquisition costs	(17,690		)	407,298			611,555			695,026
General, administrative and other expenses	103,118			241,744			206,933			774,060
TOTAL BENEFITS AND EXPENSES	182,005			920,714			757,592			2,025,242
INCOME (LOSS) FROM OPERATIONS BEFORE INCOME TAXES	49,004			(158,290		)	405,736			172,491
Income tax expense (benefit)	(38,202		)	(21,784		)	(74,946		)	12,681
NET INCOME (LOSS)	$	87,206		$	(136,506	)	$	480,682		$	159,810
Other comprehensive income (loss), before tax:
Foreign currency translation adjustments	31			(53		)	153			(391		)
Net unrealized investment gains (losses):
Unrealized investment gains (losses) for the period	11,944			26,697			356,594			(97,212		)
Reclassification adjustment for (gains) losses included in net income (loss)	1,517			(5,071		)	(72,160		)	(9,115		)
Net unrealized investment gains (losses)	13,461			21,626			284,434			(106,327		)
Other comprehensive income (loss), before tax	13,492			21,573			284,587			(106,718		)
Less: Income tax expense (benefit) related to:
Foreign currency translation adjustments	12			(19		)	54			(137		)
Net unrealized investment gains (losses)	4,711			7,368			99,551			(37,214		)
Total	4,723			7,349			99,605			(37,351		)
Other comprehensive income (loss), net of tax	8,769			14,224			184,982			(69,367		)
COMPREHENSIVE INCOME (LOSS)	$	95,975		$	(122,282	)	$	665,664		$	90,443

See Notes to Unaudited Interim Consolidated Financial Statements

5                     

PRUCO LIFE INSURANCE COMPANY

Unaudited Interim Consolidated Statements of Equity

Nine Months Ended September 30, 2016 and 2015 (in thousands)

	Common   Stock		Additional   Paid-in Capital		Retained Earnings			Accumulated Other Comprehensive   Income (Loss)		Total Equity
Balance, December 31, 2015	$	2,500	$	779,973	$	3,635,147		$	64,805	$	4,482,425
Contributed capital	0		205,000		0			0		205,000
Dividend to parent	0		0		(2,593,519		)	0		(2,593,519		)
Contributed (distributed) capital-parent/child asset transfers	0		1,090		0			0		1,090
Comprehensive income (loss):
Net income (loss)	0		0		480,682			0		480,682
Other comprehensive income (loss), net of tax	0		0		0			184,982		184,982
Total comprehensive income (loss)										665,664
Balance, September 30, 2016	$	2,500	$	986,063	$	1,522,310		$	249,787	$	2,760,660

	Common   Stock		Additional   Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive   Income (Loss)			Total Equity
Balance, December 31, 2014	$	2,500	$	792,153		$	3,557,144		$	178,691		$	4,530,488
Dividend to parent	0		0			(230,000		)	0			(230,000		)
Contributed (distributed) capital-parent/child asset transfers	0		(12,180		)	0			0			(12,180		)
Comprehensive income (loss):
Net income (loss)	0		0			159,810			0			159,810
Other comprehensive income (loss), net of tax	0		0			0			(69,367		)	(69,367		)
Total comprehensive income (loss)												90,443
Balance, September 30, 2015	$	2,500	$	779,973		$	3,486,954		$	109,324		$	4,378,751

See Notes to Unaudited Interim Consolidated Financial Statements

6                     

PRUCO LIFE INSURANCE COMPANY

Unaudited Interim Consolidated Statements of Cash Flows

Nine Months Ended September 30, 2016 and 2015 (in thousands)

	2016			2015
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	480,682		$	159,810
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Policy charges and fee income	103,829			(12,740		)
Interest credited to policyholders’ account balances	256,488			322,206
Realized investment (gains) losses, net	(905,945		)	114,615
Amortization and other non-cash items	(52,910		)	(46,618		)
Change in:
Future policy benefits	1,408,003			1,130,389
Reinsurance recoverables	(1,369,986		)	(1,080,179		)
Accrued investment income	15,601			(5,850		)
Net payable to/receivable from parent and affiliates	(41,176		)	(34,759		)
Deferred policy acquisition costs	357,105			245,936
Income taxes	(115,247		)	(58,322		)
Deferred sales inducements	(2,151		)	(5,335		)
Derivatives, net	(198,198		)	189,021
Other, net	19,979			6,576
Cash flows from (used in) operating activities	$	(43,926	)	$	924,750
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from the sale/maturity/prepayment of:
Fixed maturities, available-for-sale	$	930,834		$	639,458
Short-term investments	255,026			589,448
Policy loans	105,840			97,107
Ceded policy loans	(7,330		)	(5,902		)
Commercial mortgage and other loans	195,344			120,930
Other long-term investments	7,463			13,046
Equity securities, available-for-sale	31,602			697
Trading account assets	0			1,500
Payments for the purchase/origination of:
Fixed maturities, available-for-sale	(1,781,534		)	(1,216,321		)
Short-term investments	(241,827		)	(602,094		)
Policy loans	(87,199		)	(81,456		)
Ceded policy loans	12,297			9,998
Commercial mortgage and other loans	(225,317		)	(150,658		)
Other long-term investments	(25,175		)	(28,160		)
Equity securities, available-for-sale	(5,000		)	(31,063		)
Trading account assets	0			(19,001		)
Notes receivable from parent and affiliates, net	19,543			7,084
Derivatives, net	19,522			(11,859		)
Other, net	0			1,353
Cash flows from (used in) investing activities	$	(795,911	)	$	(665,893	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Policyholders’ account deposits	$	3,085,729		$	2,812,875
Ceded policyholders’ account deposits	(877,874		)	(774,131		)
Policyholders’ account withdrawals	(1,910,500		)	(1,571,992		)
Ceded policyholders’ account withdrawals	49,958			38,253
Net change in cash collateral for loaned securities	93,084			3,877
Dividend to parent	0			(230,000		)
Contributed capital	205,000			0
Contributed (distributed) capital - parent/child asset transfers	1,676			(18,739		)
Proceeds from the issuance of debt (maturities longer than 90 days)	0			388,000
Repayments of debt (maturities longer than 90 days)	(125,000		)	(524,000		)
Drafts outstanding	26,255			(16,851		)
Cash flows from (used in) financing activities	$	548,328		$	107,292
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	(291,509		)	366,149
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR	370,286			214,952
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	78,777		$	581,101

Significant Non-Cash Transactions

Cash Flows from Investing and Financing Activities for the nine months ended September 30, 2016 excludes certain non-cash transactions related to the Variable Annuities Recapture. See Note 1 for additional information.

See Notes to Unaudited Interim Consolidated Financial Statements

7                     

PRUCO LIFE INSURANCE COMPANY

Notes to Unaudited Interim Consolidated Financial Statements

1.    BUSINESS AND BASIS OF PRESENTATION

Pruco Life Insurance Company (“Pruco Life”) is a wholly-owned subsidiary of The Prudential Insurance Company of America (“Prudential Insurance”), which in turn is a direct wholly-owned subsidiary of Prudential Financial, Inc. (“Prudential Financial”). Pruco Life is a stock life insurance company organized in 1971 under the laws of the State of Arizona. It is licensed to sell life insurance and annuities in the District of Columbia, Guam and in all States except New York, and sells such products primarily through affiliated and unaffiliated distributors.

Pruco Life has two subsidiaries, including one wholly-owned insurance subsidiary, Pruco Life Insurance Company of New Jersey (“PLNJ”) and one indirect subsidiary formed in 2009 for the purpose of holding certain commercial loan investments. Pruco Life and its subsidiaries are together referred to as the “Company”, "we" or "our" and all financial information is shown on a consolidated basis.

PLNJ is a stock life insurance company organized in 1982 under the laws of the state of New Jersey. It is licensed to sell life insurance and annuities in New Jersey and New York only.

Through March 31, 2016, the Company reinsured the majority of its variable annuity living benefit guarantees to an affiliated reinsurance company, Pruco Reinsurance, Ltd. ("Pruco Re"). Effective April 1, 2016, the Company recaptured the risks related to its variable annuity living benefit riders that were previously reinsured to Pruco Re. In addition, the Company reinsured variable annuity base contracts, along with the living benefit riders, to Prudential Annuities Life Assurance Corporation ("PALAC"), excluding the PLNJ business, which was reinsured to Prudential Insurance, in each case under a coinsurance and modified coinsurance agreement. These reinsurance agreements cover new and in force business and exclude business reinsured externally. The product risks related to the reinsured business are being managed in PALAC and Prudential Insurance. In addition, the living benefit hedging program related to the reinsured living benefit riders is being managed within PALAC and Prudential Insurance as applicable. These series of transactions are collectively referred to as the "Variable Annuities Recapture".

8                     

PRUCO LIFE INSURANCE COMPANY

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

The financial statement impacts of these transactions were as follows:

Effected Financial Statement Lines Only

Interim Statement of Financial Position

	Balance as of March 31, 2016		Impacts of Recapture			Impacts of Reinsurance			Total
	(in millions)
ASSETS
Total investments(1)	$	10,702	$	4,166		$	(7,719	)	$	7,149
Cash and cash equivalents	496		0			12			508
Deferred policy acquisition costs	4,565		0			(3,449		)	1,116
Reinsurance recoverables	24,781		(6,312		)	10,267			28,736
Deferred sales inducements	550		0			(550		)	0
Other assets	94		0			211			305
Income taxes	0		0			23			23
TOTAL ASSETS	151,859		(2,146		)	(1,205		)	148,508
LIABILITIES AND EQUITY
LIABILITIES
Income taxes	$	91	$	17		$	0		$	108
Short-term and long-term debt to affiliates(2)	1,385		0			(1,384		)	1
Other liabilities	870		0			0			870
TOTAL LIABILITIES	147,554		17			(1,384		)	146,187
EQUITY
Retained earnings(3)	3,337		(2,163		)	258			1,432
Accumulated other comprehensive income	180		0			(79		)	101
TOTAL EQUITY	4,305		(2,163		)	179			2,321
TOTAL LIABILITIES AND EQUITY	151,859		(2,146		)	(1,205		)	148,508

Significant Non-Cash Transactions

(1) The decline in total investments includes non-cash activities of $7.7 billion for asset transfers related to the reinsurance transaction with PALAC and Prudential Insurance, partially offset by $4.2 billion of assets received related to the recapture transaction with Pruco Re.

(2) The Company received ceding commissions of $3.6 billion and $0.4 billion from PALAC and Prudential Insurance, respectively, of which $1.1 billion and $0.1 billion were in the form of reassignment of debt to PALAC and Prudential Insurance, respectively.

(3) Retained earnings includes dividends of $2.6 billion to Prudential Insurance, and then distributed to Prudential Financial, as part of the Variable Annuities Recapture.

9                     

PRUCO LIFE INSURANCE COMPANY

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

Interim Statement of Operations and Comprehensive Income (Loss)

For the Nine Months Ended September 30, 2016

	Impacts of Recapture			Impacts of Reinsurance			Total Impacts
	(in millions)
REVENUES
Premiums	$	0		$	(880	)	$	(880	)
Realized investment gains (losses), net	(2,146		)	2,951			805
TOTAL REVENUES	(2,146		)	2,071			(75		)
BENEFITS AND EXPENSES
Policyholders' benefits	0			(547		)	(547		)
General, administrative and other expenses	0			(211		)	(211		)
TOTAL BENEFITS AND EXPENSES	0			(758		)	(758		)
INCOME (LOSS) FROM OPERATIONS BEFORE INCOME TAXES	(2,146		)	2,829			683
Income tax expense (benefit)	17			(23		)	(6		)
NET INCOME (LOSS)	$	(2,163	)	$	2,852		$	689

Affiliated Asset Transfers

Affiliate	Period	Transaction	Security Type	Fair Value			Book Value			APIC and Retained Earnings Increase/(Decrease)			Realized Investment Gain/(Loss), Net		Derivative Gain/(Loss)
				(in millions)
Pruco Re	Apr - June 2016	Purchase	Derivatives	$	4,166		$	4,166		$	0		$	0	$	0
PALAC	Apr - June 2016	Sale	Fixed Maturity, Trading Account Assets, Commercial Mortgages, Derivatives and JV/LP Investments	$	(6,994	)	$	(6,872	)	$	0		$	122	$	0
Prudential Insurance	Apr - June 2016	Dividend	Fixed Maturity	$	(19	)	$	(19	)	$	(19	)	$	0	$	0
Prudential Insurance	Apr - June 2016	Sale	Fixed Maturity, Trading Account Assets, Equity Securities, Commercial Mortgages and Derivatives	$	(717	)	$	(703	)	$	15		$	0	$	0

As part of the Variable Annuities Recapture, the Company received invested assets of $4.2 billion as consideration from Pruco Re, which is equivalent to the amount of statutory reserve credit taken as of March 31, 2016 and unwound the associated reinsurance recoverable of $6.3 billion. As a result, the Company recognized a loss of $2.1 billion immediately.

As part of the Variable Annuities Recapture, the Company transferred invested assets of $7.0 billion and $0.7 billion to PALAC and Prudential Insurance, respectively, and established reinsurance recoverables of $10.3 billion. In addition, the Company received ceding commissions of $3.6 billion and $0.4 billion from PALAC and Prudential Insurance, respectively, of which $1.1 billion and $0.1 billion were in the form of reassignment of debt to PALAC and Prudential Insurance, respectively. Also, the Company unwound its deferred policy acquisition costs ("DAC") and deferred sales inducements ("DSI") balances as of March 31, 2016, which was equivalent to the ceding commission. For the reinsurance of the variable annuity base contracts, the Company recognized a loss of $0.2 billion, which was deferred through General, administrative and other expenses. For the reinsurance of the living benefit riders, the Company recognized a benefit of $2.8 billion immediately since they are accounted for as free-standing derivatives.

10                     

PRUCO LIFE INSURANCE COMPANY

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

The Company paid a dividend of $2.6 billion to Prudential Insurance, which was then distributed to Prudential Financial.

Basis of Presentation

The Unaudited Interim Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted 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”). 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, 2015.

Use of Estimates

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

The most significant estimates include those used in determining deferred policy acquisition costs and related amortization; amortization of DSI; valuation of investments including derivatives and the recognition of other-than-temporary impairments (“OTTI”); future policy benefits including guarantees; reinsurance recoverables; provision for income taxes and valuation of deferred tax assets; and accruals for contingent liabilities, including estimates for losses in connection with unresolved legal matters.

Revision to Prior Period Consolidated Financial Statements

The Company identified errors in the calculation of reserves for certain individual life products that impacted several line items within our previously issued consolidated financial statements. Prior period amounts have been revised in the financial statements and related disclosures to correct these errors. Management evaluated these adjustments and concluded they were not material to any previously reported quarterly or annual financial statements. See Note 9 for a more detailed description of the revisions and for comparisons of amounts previously reported to the revised amounts.

Reclassifications

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

2.    SIGNIFICANT ACCOUNTING POLICIES AND PRONOUNCEMENTS

This section supplements, and should be read in conjunction with, Note 2 to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015.

Adoption of New Accounting Pronouncements

In May 2015, the Financial Accounting Standards Board (“FASB”) issued guidance (Accounting Standards Update (“ASU”)2015-07, Fair Value Measurement (Topic 820): Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent)) to remove the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient. The new guidance became effective for annual periods and interim periods within those annual periods that began after December 15, 2015, and was applied retrospectively. Adoption of the guidance did not have a significant effect on the Company’s financial statement disclosures. See Note 4.

11                     

PRUCO LIFE INSURANCE COMPANY

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

In February 2015, the FASB issued updated guidance (ASU 2015-02, Consolidation (Topic 810): Amendments to Consolidation Analysis) that modifies the rules regarding consolidation. The pronouncement eliminates specialized guidance for limited partnerships and similar legal entities, and removes the indefinite deferral for certain investment funds. The new guidance is effective for annual periods and interim periods within those annual periods beginning after December 15, 2015, with early adoption permitted. The Company adopted the updated guidance effective January 1, 2016 and applied the modified retrospective method of adoption. This guidance did not have a significant impact on the Company’s consolidated financial position, results of operations, or financial statement disclosures.

In August 2014, the FASB issued updated guidance (ASU 2014-14, Receivables-Troubled Debt Restructurings by Creditors (Subtopic 310-40): Classification of Certain Government-Guaranteed Mortgage Loans upon Foreclosure) requiring that mortgage loans be derecognized and that a separate other receivable be recognized upon foreclosure if certain conditions are met. Upon foreclosure, the separate other receivable should be measured based on the amount of the loan balance (principal and interest) expected to be recovered from the guarantor. The new guidance became effective for annual periods and interim periods within those annual periods that began after December 15, 2014, and was applied prospectively. Adoption of the guidance did not have a significant effect on the Company’s consolidated financial position, results of operations or financial statement disclosures.

In August 2014, the FASB issued updated guidance (ASU 2014-13, Consolidation (Topic 810): Measuring the Financial Assets and the Financial Liabilities of a Consolidated Collateralized Financing Entity) for measuring the financial assets and the financial liabilities of a consolidated collateralized financing entity. Under the guidance, an entity within scope is permitted to measure both the financial assets and financial liabilities of a consolidated collateralized financing entity based on either the fair value of the financial assets or the financial liabilities, whichever is more observable. If adopted, the guidance eliminates the measurement difference that exists when both are measured at fair value. The Company adopted the updated guidance effective January 1, 2016, and applied the modified retrospective method of adoption. This guidance did not have a significant impact on the Company’s consolidated financial position, results of operations, or financial statement disclosures.

In June 2014, the FASB issued updated guidance (ASU 2014-11, Transfers and Servicing (Topic 860): Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures) that requires repurchase-to-maturity transactions to be accounted for as secured borrowings and eliminates existing guidance for repurchase financings. The guidance also requires new disclosures for certain transactions accounted for as secured borrowings and for transfers accounted for as sales when the transferor also retains substantially all of the exposure to the economic return on the transferred financial assets. Accounting changes and new disclosures for transfers accounted for as sales under the new guidance were effective for the first interim or annual period beginning after December 15, 2014 and did not have a significant effect on the Company's consolidated financial position, results of operations or financial statement disclosures. Disclosures for certain transactions accounted for as secured borrowings were effective for interim periods beginning after March 15, 2015 and are included in Note 3. The Company applied the modified retrospective method of adoption.

In January 2014, the FASB issued updated guidance (ASU 2014-04, Receivables-Troubled Debt Restructuring by Creditors (Subtopic 310-40): Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure) for troubled debt restructurings clarifying when an in-substance repossession or foreclosure occurs, and when a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan. The new guidance became effective for annual periods and interim periods within those annual periods that began after December 15, 2014 and was applied prospectively. Adoption of the guidance did not have a significant effect on the Company’s consolidated financial position, results of operations or financial statement disclosures.

In January 2014, the FASB issued updated guidance (ASU 2014-01, Investments-Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Qualified Affordable Housing Projects) regarding investments in flow-through limited liability entities that manage or invest in affordable housing projects that qualify for the low-income housing tax credit. Under the guidance, an entity is permitted to make an accounting policy election to amortize the initial cost of its investment in proportion to the tax credits and other tax benefits received and recognize the net investment performance in the statement of operations as a component of income tax expense (benefit) if certain conditions are met. The new guidance became effective for annual periods and interim reporting periods within those annual periods that began after December 15, 2014. The Company did not elect the proportional amortization method under this guidance.

12                     

PRUCO LIFE INSURANCE COMPANY

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

Future Adoption of New Accounting Pronouncements

In May 2014, the FASB issued updated guidance (ASU 2014-09, Revenue from Contracts with Customers (Topic 606)) on accounting for revenue recognition. The guidance is based on the core principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. The guidance also requires additional disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from cost incurred to obtain or fulfill a contract. Revenue recognition for insurance contracts and financial instruments is explicitly scoped out of the guidance. In August 2015, the FASB issued an update to defer the original effective date of this guidance. As a result of the deferral, the new guidance is effective for annual periods and interim periods within those annual periods, beginning after December 15, 2017 and must be applied using one of two retrospective application methods. Early adoption is permitted for only annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company is currently assessing the impact of the guidance on the Company’s consolidated financial position, results of operations and financial statement disclosures.

In January 2016, the FASB issued updated guidance (ASU 2016-01, Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities) on the recognition and measurement of financial assets and financial liabilities. The guidance revises an entity’s accounting related to the classification and measurement of certain equity investments and the presentation of certain fair value changes for financial liabilities measured at fair value. The guidance also amends certain disclosure requirements associated with the fair value of financial instruments. The new guidance is effective for annual periods and interim reporting periods within those annual periods beginning after December 15, 2017. Early adoption is not permitted except for the provisions related to the presentation of certain fair value changes for financial liabilities measured at fair value. The Company is currently assessing the impact of the guidance on the Company’s consolidated financial position, results of operations and financial statement disclosures.

In February 2016, the FASB issued guidance (ASU 2016-02, Leases (Topic 842)) that ensures assets and liabilities from all outstanding lease contracts are recognized on balance sheet (with limited exception). The guidance substantially changes a Lessee’s accounting for leases and requires the recording on balance sheet of a “right-of-use” asset and liability to make lease payments for most leases. A Lessee will continue to recognize expense in its income statement in a manner similar to the requirements under the current lease accounting guidance. For Lessors, the guidance modifies classification criteria and accounting for sales-type and direct financing leases and requires a Lessor to derecognize the carrying value of the leased asset that is considered to have been transferred to a Lessee and record a lease receivable and residual asset (“receivable and residual” approach). The guidance also eliminates the real estate specific provisions of the current guidance (i.e., sale-leaseback). The new guidance is effective for financial statements issued for annual reporting periods beginning after December 15, 2018 and for interim periods within those annual periods. Early adoption is permitted. The Company is currently assessing the impact of the guidance on the Company’s consolidated financial position, results of operations and financial statement disclosures.

In March 2016, the FASB issued guidance (ASU 2016-07, Investments—Equity Method and Joint Ventures (Topic 323): Simplifying the Transition to the Equity Method of Accounting) to simplify the transition to equity method when an investment qualifies for use of the equity method as a result of an increase in the level of ownership or degree of influence. The amendments require that the equity method investor add the cost of acquiring the additional interest in the investee to the current basis of the investor’s previously held interest and adopt the equity method of accounting as of the date the investment becomes qualified for equity method accounting. The new guidance is effective for financial statements issued for annual reporting periods beginning after December 15, 2016 and for interim periods within those annual periods. The guidance is to be applied prospectively to increases in the level of ownership interest or degree of influence that result in the adoption of the equity method after the effective date. The Company does not expect the adoption of this guidance to have a significant impact on the Company’s consolidated financial position, results of operations and financial statement disclosures.

In June 2016, the FASB issued guidance (ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments) that provides a new current expected credit loss model to account for credit losses on certain financial assets and off-balance sheet exposures (e.g., loans held for investment, debt securities held to maturity, reinsurance receivables, net investments in leases and loan commitments). The model requires an entity to estimate lifetime credit losses related to such financial assets and exposures based on relevant information about past events, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. The guidance also modifies the current other-than-temporary impairment guidance for available-for-sale debt securities to require the use of an allowance rather than a direct write down of the investment, and replaces existing guidance for purchased credit deteriorated loans and debt securities. The new guidance is effective for financial statements issued for annual reporting periods beginning after December 15, 2019, and for

13                     

PRUCO LIFE INSURANCE COMPANY

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

interim periods within those annual periods. Early adoption is permitted for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently assessing the impact of the guidance on the Company’s consolidated financial position, results of operations and financial statement disclosures.

In August 2016, the FASB issued guidance (ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force)) to address diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The amendments provide clarity on the treatment of eight specifically defined types of cash inflows and outflows. The new guidance is effective for financial statements issued for annual reporting periods beginning after December 15, 2017, and for interim periods within those annual periods, with early adoption permitted, provided that all of the amendments are adopted in the same period. The Company is currently assessing the impact of the guidance on the Company’s statement of cash flows.

3.    INVESTMENTS

Fixed Maturities and Equity Securities

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

	September 30, 2016
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		OTTI in AOCI(3)
	(in thousands)
Fixed maturities, available-for-sale
U.S. Treasury securities and obligations of U.S. government authorities and agencies	$	138,696	$	8,087	$	407	$	146,376	$	0
Obligations of U.S. states and their political subdivisions	547,351		51,186		132		598,405		0
Foreign government bonds	103,613		8,071		204		111,480		0
Public utilities	701,194		73,852		3,103		771,943		0
Redeemable preferred stock	4,836		1,097		221		5,712		0
All other U.S. public corporate securities	1,728,113		150,646		5,967		1,872,792		(241		)
All other U.S. private corporate securities	681,011		33,870		2,853		712,028		(236		)
All other foreign public corporate securities	202,192		13,617		1,144		214,665		0
All other foreign private corporate securities	574,993		19,242		15,815		578,420		0
Asset-backed securities(1)	189,769		4,896		618		194,047		(2,535		)
Commercial mortgage-backed securities	321,990		16,143		28		338,105		0
Residential mortgage-backed securities(2)	82,020		5,445		22		87,443		(284		)
Total fixed maturities, available-for-sale	$	5,275,778	$	386,152	$	30,514	$	5,631,416	$	(3,296	)
Equity securities, available-for-sale
Common stocks:
Public utilities	$	66	$	2	$	31	$	37
Industrial, miscellaneous & other	0		121		0		121
Mutual funds	19,318		778		152		19,944
Non-redeemable preferred stocks	0		0		0		0
Total equity securities, available-for-sale	$	19,384	$	901	$	183	$	20,102

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

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

(3) Represents the amount of OTTI losses in Accumulated Other Comprehensive Income ("AOCI"), which were not included in earnings. Amount excludes $8 million of net unrealized gains on impaired available-for-sale securities relating to changes in the value of such securities subsequent to the impairment measurement date.

14                     

PRUCO LIFE INSURANCE COMPANY

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

	December 31, 2015
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		OTTI in AOCI(3)
	(in thousands)
Fixed maturities, available-for-sale
U.S. Treasury securities and obligations of U.S. government authorities and agencies	$	87,107	$	7,170	$	228	$	94,049	$	0
Obligations of U.S. states and their political subdivisions	602,508		24,219		1,958		624,769		0
Foreign government bonds	70,107		3,094		2,791		70,410		0
Public utilities	790,038		30,862		18,402		802,498		0
Redeemable preferred stock	5,316		1,530		145		6,701		0
All other U.S. public corporate securities	2,138,358		81,905		61,142		2,159,121		(217		)
All other U.S. private corporate securities	1,085,345		26,299		13,963		1,097,681		0
All other foreign public corporate securities	270,063		8,230		6,508		271,785		0
All other foreign private corporate securities	784,283		9,933		42,528		751,688		0
Asset-backed securities(1)	431,578		6,203		2,650		435,131		(3,056		)
Commercial mortgage-backed securities	396,160		10,614		2,429		404,345		0
Residential mortgage-backed securities(2)	114,943		7,876		65		122,754		(690		)
Total fixed maturities, available-for-sale	$	6,775,806	$	217,935	$	152,809	$	6,840,932	$	(3,963	)
Equity securities, available-for-sale
Common stocks:
Public utilities	$	66	$	2	$	29	$	39
Industrial, miscellaneous & other	0		165		0		165
Mutual funds	54,543		256		3,030		51,769
Non-redeemable preferred stocks	0		0		0		0
Total equity securities, available-for-sale	$	54,609	$	423	$	3,059	$	51,973

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

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

(3) Represents the amount of OTTI losses in AOCI, which were not included in earnings. Amount excludes $9 million of net unrealized gains on impaired available-for-sale securities relating to changes in the value of such securities subsequent to the impairment measurement date.

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

15                     

PRUCO LIFE INSURANCE COMPANY

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

	September 30, 2016
	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 thousands)
Fixed maturities, available-for-sale
U.S. Treasury securities and obligations of U.S. government authorities and agencies	$	47,375	$	407	$	0	$	0	$	47,375	$	407
Obligations of U.S. states and their political subdivisions	11,621		132		0		0		11,621		132
Foreign government bonds	13,702		73		1,891		131		15,593		204
Public utilities	59,792		456		22,198		2,647		81,990		3,103
Redeemable preferred stock	651		65		0		156		651		221
All other U.S. public corporate securities	82,559		798		79,597		5,169		162,156		5,967
All other U.S. private corporate securities	30,771		2,316		17,297		537		48,068		2,853
All other foreign public corporate securities	20,145		499		7,903		645		28,048		1,144
All other foreign private corporate securities	85,683		5,551		84,746		10,264		170,429		15,815
Asset-backed securities	21,514		428		54,378		190		75,892		618
Commercial mortgage-backed securities	10,088		10		2,350		18		12,438		28
Residential mortgage-backed securities	0		0		1,671		22		1,671		22
Total	$	383,901	$	10,735	$	272,031	$	19,779	$	655,932	$	30,514
Equity securities, available-for-sale	$	0	$	0	$	2,934	$	183	$	2,934	$	183

	December 31, 2015
	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 thousands)
Fixed maturities, available-for-sale
U.S. Treasury securities and obligations of U.S. government authorities and agencies	$	5,985	$	228	$	0	$	0	$	5,985	$	228
Obligations of U.S. states and their political subdivisions	77,756		1,958		0		0		77,756		1,958
Foreign government bonds	44,854		1,940		1,813		851		46,667		2,791
Public utilities	323,086		13,151		26,094		5,251		349,180		18,402
Redeemable preferred stock	0		145		0		0		0		145
All other U.S. public corporate securities	802,158		49,343		61,110		11,799		863,268		61,142
All other U.S. private corporate securities	323,218		12,476		17,103		1,487		340,321		13,963
All other foreign public corporate securities	121,662		5,098		6,079		1,410		127,741		6,508
All other foreign private corporate securities	284,191		14,089		154,791		28,439		438,982		42,528
Asset-backed securities	249,084		1,565		93,675		1,085		342,759		2,650
Commercial mortgage-backed securities	129,765		2,350		4,221		79		133,986		2,429
Residential mortgage-backed securities	18,435		59		1,519		6		19,954		65
Total	$	2,380,194	$	102,402	$	366,405	$	50,407	$	2,746,599	$	152,809
Equity securities, available-for-sale	$	35,869	$	2,339	$	9,281	$	720	$	45,150	$	3,059

16                     

PRUCO LIFE INSURANCE COMPANY

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

The gross unrealized losses on fixed maturity securities as of September 30, 2016 and December 31, 2015 were composed of $22.6 million and $133.6 million, respectively, related to high or highest quality securities based on the National Association of Insurance Commissioners (“NAIC”) or equivalent rating and $7.9 million and $19.2 million, respectively, related to other than high or highest quality securities based on NAIC or equivalent rating. As of September 30, 2016, the $19.8 million of gross unrealized losses of twelve months or more were concentrated in the energy, utility and communication sectors of the Company's corporate securities. As of December 31, 2015, the $50.4 million of gross unrealized losses of twelve months or more were concentrated in the energy, consumer non-cyclical, utility and finance sectors of the Company's corporate 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, 2015, the Company concluded that an adjustment to earnings for OTTI for these securities was not warranted at September 30, 2016 or December 31, 2015. These conclusions are based on a detailed analysis of the underlying credit and cash flows on each security. The gross unrealized losses are primarily attributable to general credit spread widening and foreign currency exchange rate movements. As of September 30, 2016, the Company does not intend to sell these securities and it is not more likely than not that the Company will be required to sell these securities before the anticipated recovery of the remaining amortized cost basis.

As of September 30, 2016, $0.0 million of the gross unrealized losses related to equity securities represented declines in value of greater than 20%, none of which had been in that position for less than six months. As of December 31, 2015, none of the gross unrealized losses related to equity securities represented declines in value of greater than 20%. 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, 2015, the Company concluded that an adjustment for OTTI for these equity securities was not warranted at September 30, 2016 or December 31, 2015.

The amortized cost and fair value of fixed maturities by contractual maturities at September 30, 2016, are as follows:

	Available-for-Sale
	Amortized Cost		Fair Value
	(in thousands)
Due in one year or less	$	271,210	$	271,737
Due after one year through five years	694,209		725,882
Due after five years through ten years	965,153		994,940
Due after ten years	2,751,427		3,019,262
Asset-backed securities	189,769		194,047
Commercial mortgage-backed securities	321,990		338,105
Residential mortgage-backed securities	82,020		87,443
Total	$	5,275,778	$	5,631,416

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

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

17                     

PRUCO LIFE INSURANCE COMPANY

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
	(in thousands)
Fixed maturities, available-for-sale
Proceeds from sales (1)	$	35,296		$	20,079		$	534,917		$	155,013
Proceeds from maturities/repayments (1)	102,545			186,612			400,781			488,780
Gross investment gains from sales, prepayments and maturities	(1,519		)	6,226			94,228			11,289
Gross investment losses from sales and maturities	(124		)	(420		)	(4,217		)	(1,054		)
Equity securities, available-for-sale
Proceeds from sales	$	3,150		$	687		$	31,602		$	687
Gross investment gains from sales	125			345			341			345
Gross investment losses from sales	1			0			(1,933		)	0
Fixed maturity and equity security impairments
Net writedowns for OTTI losses on fixed maturities recognized in earnings(2)	$	0		$	(1,080	)	$	(16,259	)	$	(1,463	)
Writedowns for impairments on equity securities	0			0			0			(2		)

(1) Includes $4.9 million and $4.3 million of non-cash related proceeds for the nine months ended September 30, 2016 and 2015, respectively.

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

As discussed 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, 2015, a portion of certain OTTI losses on fixed maturity securities is recognized in “Other comprehensive income (loss)” (“OCI”). For these securities, the net amount recognized in earnings (“credit loss impairments”) represents the difference between the amortized cost of the security and the net present value of its projected future cash flows discounted at the effective interest rate implicit in the debt security prior to impairment. Any remaining difference between the fair value and amortized cost is recognized in OCI. The following tables set forth the amount of pre-tax credit loss impairments on fixed maturity securities held by the Company as of the dates indicated, for which a portion of the OTTI loss was recognized in OCI, and the corresponding changes in such amounts.

	Three Months Ended			Nine Months Ended
	September 30, 2016			September 30, 2016
	(in thousands)
Balance, beginning of period	$	5,550		$	7,041
Credit loss impairments previously recognized on securities which matured, paid down, prepaid or were sold during the period	(37		)	(1,173		)
Credit loss impairments previously recognized on securities impaired to fair value during the period(1)	0			0
Credit loss impairments recognized in the current period on securities not previously impaired	0			522
Additional credit loss impairments recognized in the current period on securities previously impaired	0			6
Increases due to the passage of time on previously recorded credit losses	139			224
Accretion of credit loss impairments previously recognized due to an increase in cash flows expected to be collected	(11		)	(321		)
Assets transferred to parent and affiliates	0			(658		)
Balance, end of period	$	5,641		$	5,641

18                     

PRUCO LIFE INSURANCE COMPANY

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

	Three Months Ended			Nine Months Ended
	September 30, 2015			September 30, 2015
	(in thousands)
Balance, beginning of period	$	8,556		$	8,729
Credit loss impairments previously recognized on securities which matured, paid down, prepaid or were sold during the period	(1,022		)	(1,155		)
Credit loss impairments previously recognized on securities impaired to fair value during the period(1)	0			0
Credit loss impairments recognized in the current period on securities not previously impaired	0			0
Additional credit loss impairments recognized in the current period on securities previously impaired	44			71
Increases due to the passage of time on previously recorded credit losses	78			155
Accretion of credit loss impairments previously recognized due to an increase in cash flows expected to be collected	(60		)	(204		)
Balance, end of period	$	7,596		$	7,596

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

Trading Account Assets

The following table sets forth the composition of “Trading account assets” as of the dates indicated:

	September 30, 2016				December 31, 2015
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
	(in thousands)
Fixed maturities	$	23,552	$	20,444	$	50,565	$	46,364
Equity securities	12,047		17,966		14,761		18,248
Total trading account assets	$	35,599	$	38,410	$	65,326	$	64,612

The net change in unrealized gains (losses) from trading account assets still held at period end, recorded within “Other income,” was $1.4 million and $(2.8) million for the three months ended September 30, 2016 and 2015, respectively, and $3.5 million and $(2.2) million for the nine months ended September 30, 2016 and 2015, respectively.

19                     

PRUCO LIFE INSURANCE COMPANY

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

Commercial Mortgage and Other Loans

The Company’s commercial mortgage and other loans are comprised as follows, as of the dates indicated:

	September 30, 2016					December 31, 2015
	Amount (in thousands)			% of Total		Amount (in thousands)			% of Total
Commercial mortgage and agricultural property loans by property type:
Retail	$	244,537		22.6	%	$	440,767		26.7	%
Apartments/Multi-Family	312,484			28.9		445,379			27.0
Industrial	151,155			14.0		254,884			15.4
Office	142,692			13.2		226,332			13.6
Other	115,626			10.7		92,581			5.6
Hospitality	50,581			4.7		85,910			5.2
Total commercial mortgage loans	1,017,075			94.1		1,545,853			93.5
Agricultural property loans	63,789			5.9		106,623			6.5
Total commercial mortgage and agricultural property loans by property type	1,080,864			100.0	%	1,652,476			100.0	%
Valuation allowance	(1,225		)			(2,651		)
Total net commercial mortgage and agricultural property loans by property type	1,079,639					1,649,825
Other Loans
Uncollateralized loans	0					8,410
Valuation allowance	0					0
Total other loans	0					8,410
Total commercial mortgage and other loans	$	1,079,639				$	1,658,235

The commercial mortgage and agricultural property loans are geographically dispersed throughout the United States (with the largest concentrations in California (21%), Texas (16%) and Illinois (7%)) and include loans secured by properties in Australia and Europe at September 30, 2016.

Activity in the allowance for credit losses for all commercial mortgage and other loans, as of the dates indicated, is as follows:

	September 30, 2016
	Commercial Mortgage Loans			Agricultural Property Loans			Uncollateralized Loans		Total
	(in thousands)
Allowance for credit losses, beginning of year	$	2,587		$	64		$	0	$	2,651
Addition to (release of) allowance for losses	(1,407		)	(19		)	0		(1,426		)
Charge-offs, net of recoveries	0			0			0		0
Total ending balance	$	1,180		$	45		$	0	$	1,225

	December 31, 2015
	Commercial Mortgage Loans			Agricultural Property Loans			Uncollateralized Loans		Total
	(in thousands)
Allowance for credit losses, beginning of year	$	4,071		$	83		$	0	$	4,154
Addition to (release of) allowance for losses	(1,484		)	(19		)	0		(1,503		)
Charge-offs, net of recoveries	0			0			0		0
Total ending balance	$	2,587		$	64		$	0	$	2,651

20                     

PRUCO LIFE INSURANCE COMPANY

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

The following tables set forth the allowance for credit losses and the recorded investment in commercial mortgage and other loans as of the dates indicated:

	September 30, 2016
	Commercial Mortgage Loans		Agricultural Property Loans		Uncollateralized Loans		Total
	(in thousands)
Allowance for Credit Losses:
Individually evaluated for impairment	$	0	$	0	$	0	$	0
Collectively evaluated for impairment	1,180		45		0		1,225
Loans acquired with deteriorated credit quality	0		0		0		0
Total ending balance	$	1,180	$	45	$	0	$	1,225

Recorded Investment(1):
Gross of reserves: individually evaluated for impairment	$	2,579	$	0	$	0	$	2,579
Gross of reserves: collectively evaluated for impairment	1,014,496		63,789		0		1,078,285
Gross of reserves: loans acquired with deteriorated credit quality	0		0		0		0
Total ending balance, gross of reserves	$	1,017,075	$	63,789	$	0	$	1,080,864

(1) Recorded investment reflects the carrying value gross of related allowance.

	December 31, 2015
	Commercial Mortgage Loans		Agricultural Property Loans		Uncollateralized Loans		Total
	(in thousands)
Allowance for Credit Losses:
Individually evaluated for impairment	$	0	$	0	$	0	$	0
Collectively evaluated for impairment	2,587		64		0		2,651
Loans acquired with deteriorated credit quality	0		0		0		0
Total ending balance	$	2,587	$	64	$	0	$	2,651

Recorded Investment(1):
Gross of reserves: individually evaluated for impairment	$	0	$	287	$	0	$	287
Gross of reserves: collectively evaluated for impairment	1,545,853		106,336		8,410		1,660,599
Gross of reserves: loans acquired with deteriorated credit quality	0		0		0		0
Total ending balance, gross of reserves	$	1,545,853	$	106,623	$	8,410	$	1,660,886

(1) Recorded investment reflects the carrying value gross of related allowance.

Impaired loans include those loans for which it is probable that all amounts due will not be collected according to the contractual terms of the loan agreement. Impaired commercial mortgage and other loans identified in management's specific review of probable loan losses and the related allowance for losses, as of the dates indicated, are as follows:

21                     

PRUCO LIFE INSURANCE COMPANY

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

	September 30, 2016
	Recorded Investment(1)		Unpaid Principal Balance		Related Allowance		Average Recorded Investment Before Allowance(2)		Interest Income Recognized(3)
	(in thousands)
With no related allowance recorded	$	0	$	0	$	0	$	0	$	0
With an allowance recorded	0		0		0		0		0
Total	$	0	$	0	$	0	$	0	$	0

(1) Recorded investment reflects the carrying value gross of related allowance.

(2) Average recorded investment represents the average of the beginning-of-period and all subsequent quarterly end-of-period balances.

(3) The interest income recognized is for the year-to-date income regardless of when the impairments occurred.

	December 31, 2015
	Recorded Investment(1)		Unpaid Principal Balance		Related Allowance		Average Recorded Investment Before Allowance(2)		Interest Income Recognized(3)
	(in thousands)
With no related allowance recorded	$	0	$	0	$	0	$	0	$	0
With an allowance recorded	0		0		0		12,700		769
Total	$	0	$	0	$	0	$	12,700	$	769

(1) Recorded investment reflects the carrying value gross of related allowance.

(2) Average recorded investment represents the average of the beginning-of-period and all subsequent quarterly end-of-period balances.

(3) The interest income recognized is for the year-to-date income regardless of when the impairments occurred.

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

	Debt Service Coverage Ratio - September 30, 2016
	Greater than 1.2X		1.0X to <1.2X		Less than 1.0X		Total
	(in thousands)
Loan-to-Value Ratio
0%-59.99%	$	663,425	$	11,944	$	4,119	$	679,488
60%-69.99%	284,545		7,990		0		292,535
70%-79.99%	94,080		12,319		0		106,399
Greater than 80%	2,203		0		239		2,442
Total commercial mortgage and agricultural property loans	$	1,044,253	$	32,253	$	4,358	$	1,080,864

	Debt Service Coverage Ratio - December 31, 2015
	Greater than 1.2X		1.0X to <1.2X		Less than 1.0X		Total
	(in thousands)
Loan-to-Value Ratio
0%-59.99%	$	1,004,751	$	35,579	$	6,762	$	1,047,092
60%-69.99%	378,799		4,969		4,016		387,784
70%-79.99%	197,208		12,471		0		209,679
Greater than 80%	0		2,938		4,983		7,921
Total commercial mortgage and agricultural property loans	$	1,580,758	$	55,957	$	15,761	$	1,652,476

22                     

PRUCO LIFE INSURANCE COMPANY

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

The following tables provide an aging of past due commercial mortgage and other loans as of the dates indicated, based upon the recorded investment gross of allowance for credit losses, as well as the amount of commercial mortgage loans on nonaccrual status as of the dates indicated.

	September 30, 2016
	Current		30-59 Days Past Due		60-89 Days Past Due		Greater Than 90 Days		Total Commercial Mortgage and Other Loans		NonAccrual Status
	(in thousands)
Commercial mortgage loans	$	1,017,075	$	0	$	0	$	0	$	1,017,075	$	0
Agricultural property loans	63,789		0		0		0		63,789		0
Uncollateralized loans	0		0		0		0		0		0
Total	$	1,080,864	$	0	$	0	$	0	$	1,080,864	$	0

	December 31, 2015
	Current		30-59 Days Past Due		60-89 Days Past Due		Greater Than 90 Days		Total Commercial Mortgage and Other Loans		NonAccrual Status
	(in thousands)
Commercial mortgage loans	$	1,545,853	$	0	$	0	$	0	$	1,545,853	$	0
Agricultural property loans	106,336		287		0		0		106,623		0
Uncollateralized loans	8,410		0		0		0		8,410		0
Total	$	1,660,599	$	287	$	0	$	0	$	1,660,886	$	0

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, 2015 for further discussion regarding nonaccrual status loans.

For the three and nine months ended September 30, 2016 and 2015, there were no commercial mortgage and other loans acquired, other than those through direct origination, nor were there any commercial mortgage and other loans sold. For the three months ended September 30, 2016, there were no transfers of commercial mortgage and other loans to related parties. For the nine months ended September 30, 2016, the Company transferred $631 million of commercial mortgage and other loans to related parties. See Note 1 for additional information.

The Company’s commercial mortgage and other loans may occasionally be involved in a troubled debt restructuring. As of both September 30, 2016 and December 31, 2015, the Company had no significant commitments to borrowers that have been involved in a troubled debt restructuring. For the three and nine months ended September 30, 2016 and 2015, there were no new troubled debt restructurings related to commercial mortgage and other loans and no payment defaults on commercial mortgage and other loans that were modified as a troubled debt restructuring within the twelve months preceding. For additional information relating to the accounting for troubled debt restructurings, 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, 2015.

As of both September 30, 2016 and December 31, 2015, the Company did not have any foreclosed residential real estate property.

23                     

PRUCO LIFE INSURANCE COMPANY

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

Net Investment Income

Net investment income for the three and nine months ended September 30, 2016 and 2015, was from the following sources:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
	(in thousands)
Fixed maturities, available-for-sale	$	56,901		$	68,428		$	186,654		$	198,912
Equity securities, available-for-sale	0			0			1			1
Trading account assets	424			774			1,628			2,021
Commercial mortgage and other loans	11,792			21,891			46,369			64,427
Policy loans	16,034			16,155			46,813			46,641
Short-term investments and cash equivalents	351			203			1,550			662
Other long-term investments	23,062			578			21,508			11,332
Gross investment income	108,564			108,029			304,523			323,996
Less: investment expenses	(4,821		)	(5,814		)	(16,709		)	(16,875		)
Net investment income	$	103,743		$	102,215		$	287,814		$	307,121

Realized Investment Gains (Losses), Net

Realized investment gains (losses), net, for the three and nine months ended September 30, 2016 and 2015, were from the following sources:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
	(in thousands)
Fixed maturities	$	(1,643	)	$	4,726		$	73,752		$	8,772
Equity securities	126			345			(1,592		)	343
Commercial mortgage and other loans	(74		)	76			29,917			355
Joint ventures and limited partnerships	(173		)	23			(240		)	188
Derivatives	(7,907		)	(8,156		)	804,087			(124,318		)
Short-term investments and cash	3			2			21			45
Realized investment gains (losses), net	$	(9,668	)	$	(2,984	)	$	905,945		$	(114,615	)

Accumulated Other Comprehensive Income (Loss)

The balance of and changes in each component of “Accumulated other comprehensive income (loss)” for the nine months ended September 30, 2016 and 2015, are as follows:

	Accumulated Other Comprehensive Income (Loss)
	Foreign Currency Translation Adjustment			Net Unrealized Investment Gains (Losses)(1)			Total Accumulated Other Comprehensive Income (Loss)
	(in thousands)
Balance, December 31, 2015	$	(397	)	$	65,202		$	64,805
Change in OCI before reclassifications	153			356,594			356,747
Amounts reclassified from AOCI	0			(72,160		)	(72,160		)
Income tax benefit (expense)	(54		)	(99,551		)	(99,605		)
Balance, September 30, 2016	$	(298	)	$	250,085		$	249,787

24                     

PRUCO LIFE INSURANCE COMPANY

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

	Accumulated Other Comprehensive Income (Loss)
	Foreign Currency Translation Adjustment			Net Unrealized Investment Gains (Losses)(1)			Total Accumulated Other Comprehensive Income (Loss)
	(in thousands)
Balance, December 31, 2014	$	(67	)	$	178,758		$	178,691
Change in OCI before reclassifications	(391		)	(97,212		)	(97,603		)
Amounts reclassified from AOCI	0			(9,115		)	(9,115		)
Income tax benefit (expense)	137			37,214			37,351
Balance, September 30, 2015	$	(321	)	$	109,645		$	109,324

(1) Includes cash flow hedges of $31 million and $48 million as of September 30, 2016 and December 31, 2015, respectively, and $40 million and $12 million as of September 30, 2015 and December 31, 2014, respectively.

Reclassifications out of Accumulated Other Comprehensive Income (Loss)

	Three Months Ended September 30,					Nine Months Ended September 30,
	2016			2015		2016		2015
	(in thousands)
Amounts reclassified from AOCI (1)(2):
Net unrealized investment gains (losses):
Cash flow hedges - Currency/Interest rate(3)	$	1,213		$	2,981	$	3,985	$	4,259
Net unrealized investment gains (losses) on available-for-sale securities(4)	(2,730		)	2,090		68,175		4,856
Total net unrealized investment gains (losses)	(1,517		)	5,071		72,160		9,115
Total reclassifications for the period	$	(1,517	)	$	5,071	$	72,160	$	9,115

(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 on cash flow hedges.

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

Net Unrealized Investment Gains (Losses)

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

25                     

PRUCO LIFE INSURANCE COMPANY

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

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

	Net Unrealized Gains (Losses) on Investments			Deferred Policy Acquisition Costs and Other Costs			Future Policy Benefits and Policyholders’ Account Balances(2)		Deferred Income Tax (Liability) Benefit			Accumulated Other Comprehensive Income (Loss) Related To Net Unrealized Investment Gains (Losses)
	(in thousands)
Balance, December 31, 2015	$	5,196		$	(1,350	)	$	1,114	$	(1,767	)	$	3,193
Net investment gains (losses) on investments arising during the period	1,004			0			0		(351		)	653
Reclassification adjustment for (gains) losses included in net income	(1,219		)	0			0		427			(792		)
Reclassification adjustment for OTTI losses excluded from net income(1)	(512		)	0			0		179			(333		)
Impact of net unrealized investment (gains) losses on deferred policy acquisition costs and other costs	0			(78		)	0		27			(51		)
Impact of net unrealized investment (gains) losses on future policy benefits and policyholders’ account balances	0			0			38		(13		)	25
Balance, September 30, 2016	$	4,469		$	(1,428	)	$	1,152	$	(1,498	)	$	2,695

(1) Represents "transfers in" related to the portion of OTTI losses recognized during the period that were not recognized in earnings for securities with no prior OTTI loss.

(2) Balances are net of reinsurance.

All Other Net Unrealized Investment Gains and Losses in AOCI

	Net Unrealized Gains (Losses) on Investments(2)			Deferred Policy Acquisition Costs and Other Costs			Future Policy Benefits and Policyholders’ Account Balances(3)		Deferred Income Tax (Liability) Benefit			Accumulated Other Comprehensive Income (Loss) Related To Net Unrealized Investment Gains (Losses)
	(in thousands)
Balance, December 31, 2015	$	111,837		$	(19,252	)	$	2,647	$	(33,223	)	$	62,009
Net investment gains (losses) on investments arising during the period	353,495			0			0		(123,722		)	229,773
Reclassification adjustment for (gains) losses included in net income	(70,941		)	0			0		24,829			(46,112		)
Reclassification adjustment for OTTI losses excluded from net income(1)	512			0			0		(179		)	333
Impact of net unrealized investment (gains) losses on deferred policy acquisition costs and other costs	0			(76,187		)	0		26,665			(49,522		)
Impact of net unrealized investment (gains) losses on future policy benefits and policyholders’ account balances	0			0			78,322		(27,413		)	50,909
Balance, September 30, 2016	$	394,903		$	(95,439	)	$	80,969	$	(133,043	)	$	247,390

(1) Represents "transfers out" related to the portion of OTTI losses recognized during the period that were not recognized in earnings for securities with no prior OTTI loss.

(2) Includes cash flow hedges. See Note 5 for information on cash flow hedges.

(3) Balances are net of reinsurance.

26                     

PRUCO LIFE INSURANCE COMPANY

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

Net Unrealized Gains (Losses) on Investments by Asset Class

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

	September 30, 2016		December 31, 2015
	(in thousands)
Fixed maturity securities on which an OTTI loss has been recognized	$	4,469	$	5,196
Fixed maturity securities, available-for-sale - all other	351,169		59,930
Equity securities, available-for-sale	718		(2,636		)
Derivatives designated as cash flow hedges(1)	31,295		48,271
Other investments	11,721		6,272
Net unrealized gains (losses) on investments	$	399,372	$	117,033

(1) See Note 5 for more information on cash flow hedges.

Securities Lending and Repurchase Agreements

In the normal course of business, the Company sells securities under agreements to repurchase and enters into securities lending transactions. As of September 30, 2016, the Company had $134 million of securities lending transactions recorded as "Cash collateral for loaned securities," comprised of $85 million in corporate securities and $49 million in U.S. Treasury securities. Of the $134 million of securities lending transactions, all had a remaining contractual maturity that was overnight and continuous. As of December 31, 2015, the Company had $40 million of securities lending transactions recorded as "Cash collateral for loaned securities," comprised of $33 million in corporate securities and $7 million in foreign government bonds. Of the $40 million of securities lending transactions, $38 million had a remaining contractual maturity that was overnight and continuous, while the other $2 million had a remaining contractual maturity of up to thirty days. As of both September 30, 2016 and December 31, 2015, the Company had no repurchase agreement transactions.

4.    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. The Company’s Level 1 assets and liabilities primarily include certain cash equivalents, short-term investments and equity securities that trade on an active exchange market.

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 market prices in active markets for similar assets and liabilities, quoted market prices in markets that are not active for identical or similar assets or liabilities, and other market observable inputs. The Company’s Level 2 assets and liabilities include: fixed maturities (corporate public and private bonds, most government securities, certain asset-backed and mortgage-backed securities, etc.), certain equity securities (mutual funds, which do not trade in active markets because they are not publicly available), certain short-term investments and certain cash equivalents, and certain over-the-counter ("OTC") derivatives.

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. The Company’s Level 3 assets and liabilities primarily include: certain private fixed maturities and equity securities, certain manually priced public equity securities and fixed maturities, certain highly structured OTC derivative contracts, certain real estate funds for which the Company is the general partner and embedded derivatives resulting from reinsurance or certain products with guaranteed benefits.

27                     

PRUCO LIFE INSURANCE COMPANY

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.

	September 30, 2016
	Level 1		Level 2		Level 3		Netting(1)			Total
	(in thousands)
Fixed maturities, available-for-sale:
U.S. Treasury securities and obligations of U.S. government authorities and agencies	$	0	$	146,376	$	0	$	0		$	146,376
Obligations of U.S. states and their political subdivisions	0		598,405		0		0			598,405
Foreign government bonds	0		111,480		0		0			111,480
U.S. corporate public securities	0		2,379,123		57,610		0			2,436,733
U.S. corporate private securities	0		843,949		33,595		0			877,544
Foreign corporate public securities	0		217,003		0		0			217,003
Foreign corporate private securities	0		608,025		16,255		0			624,280
Asset-backed securities	0		156,000		38,047		0			194,047
Commercial mortgage-backed securities	0		338,105		0		0			338,105
Residential mortgage-backed securities	0		87,443		0		0			87,443
Subtotal	0		5,485,909		145,507		0			5,631,416
Trading account assets:
Corporate securities	0		20,142		0		0			20,142
Asset-backed securities	0		302		0		0			302
Equity securities	0		0		17,966		0			17,966
Subtotal	0		20,444		17,966		0			38,410
Equity securities, available-for-sale	37		19,944		121		0			20,102
Short-term investments	36,658		5,000		0		0			41,658
Cash equivalents	8,836		11,998		0		0			20,834
Other long-term investments	0		82,860		2,479		(14,711		)	70,628
Reinsurance recoverables	0		0		9,011,140		0			9,011,140
Receivables from parent and affiliates	0		147,707		560		0			148,267
Subtotal excluding separate account assets	45,531		5,773,862		9,177,773		(14,711		)	14,982,455
Separate account assets(2)	0		116,334,339		0		0			116,334,339
Total assets	$	45,531	$	122,108,201	$	9,177,773	$	(14,711	)	$	131,316,794
Future policy benefits(3)	$	0	$	0	$	8,480,030	$	0		$	8,480,030
Policyholders' account balances	0		0		17,159		0			17,159
Payables to parent and affiliates	0		14,847		0		(14,847		)	0
Total liabilities	$	0	$	14,847	$	8,497,189	$	(14,847	)	$	8,497,189

28                     

PRUCO LIFE INSURANCE COMPANY

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

	December 31, 2015
	Level 1		Level 2		Level 3		Netting(1)			Total
	(in thousands)
Fixed maturities, available-for-sale:
U.S. Treasury securities and obligations of U.S. government authorities and agencies	$	0	$	94,049	$	0	$	0		$	94,049
Obligations of U.S. states and their political subdivisions	0		624,769		0		0			624,769
Foreign government bonds	0		70,410		0		0			70,410
U.S. corporate public securities	0		2,635,551		55,003		0			2,690,554
U.S. corporate private securities	0		1,322,213		22,716		0			1,344,929
Foreign corporate public securities	0		275,349		0		0			275,349
Foreign corporate private securities	0		760,869		17,773		0			778,642
Asset-backed securities	0		261,784		173,347		0			435,131
Commercial mortgage-backed securities	0		404,345		0		0			404,345
Residential mortgage-backed securities	0		122,754		0		0			122,754
Subtotal	0		6,572,093		268,839		0			6,840,932
Trading account assets:
Corporate securities	0		44,374		0		0			44,374
Asset-backed securities	0		1,990		0		0			1,990
Equity securities	0		0		18,248		0			18,248
Subtotal	0		46,364		18,248		0			64,612
Equity securities, available-for-sale	39		51,769		165		0			51,973
Short-term investments	18,713		36,093		0		0			54,806
Cash equivalents	50,998		143,927		0		0			194,925
Other long-term investments(4)	0		297,394		5,704		(230,554		)	72,544
Reinsurance recoverables	0		0		4,940,011		0			4,940,011
Receivables from parent and affiliates	0		157,625		5,000		0			162,625
Subtotal excluding separate account assets	69,750		7,305,265		5,237,967		(230,554		)	12,382,428
Separate account assets(2)(4)	0		108,967,162		0		0			108,967,162
Total assets	$	69,750	$	116,272,427	$	5,237,967	$	(230,554	)	$	121,349,590
Future policy benefits(3)	$	0	$	0	$	5,205,434	$	0		$	5,205,434
Payables to parent and affiliates	0		32,849		0		(32,849		)	0
Total liabilities	$	0	$	32,849	$	5,205,434	$	(32,849	)	$	5,205,434

(1) “Netting” amounts represent cash collateral of $(0.1) million and $198 million as of September 30, 2016 and December 31, 2015, respectively, and the impact of offsetting asset and liability positions held with the same counterparty, subject to master netting arrangements.

(2) 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.

(3) As of September 30, 2016, the net embedded derivative liability position of $8,480 million includes $996 million of embedded derivatives in an asset position and $9,476 million of embedded derivatives in a liability position. As of December 31, 2015, the net embedded derivative liability position of $5,205 million includes $655 million of embedded derivatives in an asset position and $5,860 million of embedded derivatives in a liability position.

(4) Prior period amounts are presented on a basis consistent with the current period presentation, reflecting the adoption of ASU 2015-07.

The methods and assumptions the Company uses to estimate the fair value of assets and liabilities measured at fair value on a recurring basis are summarized below.

29                     

PRUCO LIFE INSURANCE COMPANY

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

Fixed Maturity Securities – The fair values of the Company’s public fixed maturity securities are generally based on prices obtained from independent pricing services. Prices for each security are generally sourced from multiple pricing vendors, and a vendor hierarchy is maintained by asset type based on historical pricing experience and vendor expertise. The Company ultimately uses the price from the pricing service highest in the vendor hierarchy based on the respective asset type. The pricing hierarchy is updated for new financial products and recent pricing experience with various vendors. Consistent with the fair value hierarchy described above, securities with validated quotes from pricing services are generally reflected within Level 2, as they are primarily based on observable pricing for similar assets and/or other market observable inputs. Typical inputs used by these pricing services include, but are not limited to, reported trades, benchmark yields, issuer spreads, bids, offers, and/or estimated cash flow, prepayment speeds, and default rates. If the pricing information received from third-party pricing services is deemed not reflective of market activity or other inputs observable in the market, the Company may challenge the price through a formal process with the pricing service or classify the securities as Level 3. If the pricing service updates the price to be more consistent with the presented market observations, the security remains within Level 2.

Internally-developed valuations or indicative broker quotes are also used to determine fair value in circumstances where vendor pricing is not available, or where the Company ultimately concludes that pricing information received from independent pricing services is not reflective of market activity. If the Company concludes the values from both pricing services and brokers are not reflective of market activity, it may override the information with an internally-developed valuation. As of September 30, 2016 and December 31, 2015, overrides on a net basis were not material. Pricing service overrides, internally-developed valuations and indicative broker quotes are generally included in Level 3 in the fair value hierarchy.

The Company conducts several specific price monitoring activities. Daily analyses identify price changes over predetermined thresholds defined at the financial instrument level. Various pricing integrity reports are reviewed on a daily and monthly basis to determine if pricing is reflective of market activity or if it would warrant any adjustments. Other procedures performed include, but are not limited to, reviews of third-party pricing services methodologies, reviews of pricing trends, and back testing.

The fair value of private fixed maturities, which are comprised of investments in private placement securities, originated by internal private asset managers, are primarily determined using discounted cash flow models. These models primarily use observable inputs that include Treasury or similar base rates plus estimated credit spreads to value each security. The credit spreads are obtained through a survey of private market intermediaries who are active in both primary and secondary transactions, and consider, among other factors, the credit quality and industry sector of the issuer and the reduced liquidity associated with private placements. Since most private placements are valued using standard market observable inputs and inputs derived from, or corroborated by, market observable data including observed prices and spreads for similar publicly-traded or privately-traded issues, they have been reflected within Level 2. For certain private fixed maturities, the discounted cash flow model may incorporate significant unobservable inputs, which reflect the Company’s own assumptions about the inputs that market participants would use in pricing the asset. To the extent management determines that such unobservable inputs are significant to the price of a security, a Level 3 classification is made.

Trading Account Assets– Trading account assets consist primarily of corporate and equity securities, asset-backed securities and perpetual preferred stock whose fair values are determined consistent with similar instruments described above under “Fixed Maturity Securities” and below under “Equity Securities”.

Equity Securities– Equity securities consist principally of investments in common and preferred stock of publicly-traded companies, perpetual preferred stock, privately-traded securities, as well as mutual fund shares. The fair values of most publicly-traded equity securities are based on quoted market prices in active markets for identical assets and are classified within Level 1 in the fair value hierarchy. Estimated fair values for most privately traded equity securities are determined using discounted cash flow, earnings multiple and other valuation models that require a substantial level of judgment around inputs and therefore are classified within Level 3. The fair values of mutual fund shares that transact regularly (but do not trade in active markets because they are not publicly available) are based on transaction prices of identical fund shares and are classified within Level 2 in the fair value hierarchy. The fair values of perpetual preferred stock are based on inputs obtained from independent pricing services that are primarily based on indicative broker quotes. As a result, the fair values of perpetual preferred stock are classified as Level 3.

Derivative Instruments– Derivatives are recorded at fair value either as assets, within “Other long-term investments”, or as liabilities, within “Payables to parent and affiliates”, except for embedded derivatives which are recorded with the associated host contract. The fair values of derivative contracts can be affected by changes in interest rates, foreign exchange rates, credit spreads, market volatility, expected returns, non-performance risk (“NPR”), liquidity and other factors. For derivative positions included within Level 3 of the fair value hierarchy, liquidity valuation adjustments are made to reflect the cost of exiting significant risk positions and consider the bid-ask spread, maturity, complexity, and other specific attributes of the underlying derivative position.

30                     

PRUCO LIFE INSURANCE COMPANY

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

The majority of the Company’s derivative positions are traded in the OTC derivative market and are classified within Level 2 in the fair value hierarchy. OTC derivatives classified within Level 2 are valued using models that utilize actively quoted or observable market input values from external market data providers, third-party pricing vendors and/or recent trading activity. The Company’s policy is to use mid-market pricing in determining its best estimate of fair value. The fair values of most OTC derivatives, including interest rate, cross-currency swaps, currency forward contracts and single name credit default swaps are determined using discounted cash flow models. The fair values of European style option contracts are determined using Black Scholes option pricing models. These models’ key inputs include the contractual terms of the respective contract, along with significant observable inputs, including interest rates, currency rates, credit spreads, equity prices, index dividend yields, NPR, volatility and other factors.

The Company’s cleared interest rate swaps and credit derivatives linked to an index are valued using models that utilize actively quoted or observable market inputs, including Overnight Indexed Swap discount rates, obtained from external market data providers, third-party pricing vendors and/or recent trading activity. These derivatives are classified as Level 2 in the fair value hierarchy. To reflect the market’s perception of its own and the counterparty’s NPR, the Company incorporates additional spreads over London Inter-Bank Offered Rate ("LIBOR") into the discount rate used in determining the fair value of OTC derivative assets and liabilities that are not otherwise collateralized.

Derivatives classified as Level 3 include structured products. These derivatives are valued based upon models such as Monte Carlo simulation models and other techniques that utilize significant unobservable inputs. Level 3 methodologies are validated through periodic comparison of the Company’s fair values to external broker-dealer values.

As discussed in Note 2, the Company adopted ASU 2015-07, effective January 1, 2016, which resulted in the exclusion of certain "Other long-term investments" from the fair value hierarchy. The guidance was required to be applied retrospectively, and therefore, prior period amounts have been revised to conform to the current period presentation. At both September 30, 2016 and December 31, 2015, the fair values of these investments, which include certain hedge funds, private equity funds and other funds were $1 million, which had been previously classified in Level 3 at December 31, 2015.

Cash Equivalents and Short-Term Investments – Cash equivalents and short-term investments include money market instruments, and other highly liquid debt instruments. Certain money market instruments are valued using unadjusted quoted prices in active markets that are accessible for identical assets and are primarily classified as Level 1. The remaining instruments in this category are generally fair valued based on market observable inputs and these investments have primarily been classified within Level 2.

Separate Account Assets– Separate account assets include fixed maturity securities, treasuries, equity securities and mutual funds for which values are determined consistent with similar instruments described above under “Fixed Maturity Securities” and “Equity Securities”.

As discussed in Note 2, the Company adopted ASU 2015-07, effective January 1, 2016, which resulted in the exclusion of certain separate account investments from the fair value hierarchy. The guidance was required to be applied retrospectively, and therefore, prior period amounts have been revised to conform to the current period presentation. At September 30, 2016 and December 31, 2015, the fair values of separate account assets excluded from the fair value hierarchy, which include investments in real estate and other invested assets, were $493 million and $383 million, respectively, which had been previously classified in Level 3 at December 31, 2015.

Receivables from Parent and Affiliates– Receivables from parent and affiliates carried at fair value include affiliated bonds within the Company’s legal entity whose fair values are determined consistent with similar securities described above under “Fixed Maturity Securities” managed by affiliated asset managers.

Reinsurance Recoverables– Reinsurance recoverables carried at fair value include the reinsurance of the Company’s living benefit guarantees on certain variable annuity contracts. These guarantees are accounted for as embedded derivatives and are recorded in “Reinsurance Recoverables” or “Other Liabilities” when fair value is in an asset or liability position, respectively. The methods and assumptions used to estimate the fair value are consistent with those described below in “Future Policy Benefits”. The reinsurance agreements covering these guarantees are derivatives with fair value determined in the same manner as the living benefit guarantee.

31                     

PRUCO LIFE INSURANCE COMPANY

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

The Company also has an agreement with Universal Prudential Arizona Reinsurance Company (“UPARC”), an affiliated captive reinsurance company, to reinsure risks associated with the no-lapse guarantee provision available on a portion of certain universal life products (see Note 8). Under this agreement, the Company pays a premium to UPARC to reinsure the risk of uncollectible policy charges and fees associated with the no-lapse guarantee provision. Reinsurance of this risk is accounted for as an embedded derivative which is included in “Reinsurance recoverables”. The fair value of this embedded derivative is the present value of expected reimbursement from UPARC for cost of insurance charges the Company is unable to collect from policyholders, less the present value of reinsurance premiums that is attributable to the embedded derivative feature. This methodology could result in either an asset or liability, given changes in capital market conditions and various policyholder behavior assumptions. Significant inputs to the valuation model for this embedded derivative include capital market assumptions, such as interest rates, estimated NPR of the counterparty, and various assumptions that are actuarially determined, including lapse rates, premium payment patterns and mortality rates.

Future Policy Benefits– The liability for future policy benefits is related to guarantees primarily associated with the living benefit features of certain variable annuity contracts, including guaranteed minimum accumulation benefits (“GMAB”), guaranteed minimum withdrawal benefits (“GMWB”) and guaranteed minimum income and withdrawal benefits (“GMIWB”), accounted for as embedded derivatives. The fair values of these liabilities are calculated as the present value of future expected benefit payments to contractholders less the present value of future expected rider fees attributable to the living benefit feature. This methodology could result in either a liability or contra-liability balance, given changing capital market conditions and various actuarial assumptions. Since there is no observable active market for the transfer of these obligations, the valuations are calculated using internally-developed models with option pricing techniques. The models are based on a risk neutral valuation framework and incorporate premiums for risks inherent in valuation techniques, inputs, and the general uncertainty around the timing and amount of future cash flows. The determination of these risk premiums requires the use of management’s judgment.

The significant inputs to the valuation models for these embedded derivatives include capital market assumptions, such as interest rate levels and volatility assumptions, the Company’s market-perceived NPR, as well as actuarially determined assumptions, including contractholder behavior such as lapse rates, benefit utilization rates, withdrawal rates and mortality rates. Since many of these assumptions are unobservable and are considered to be significant inputs to the liability valuation, the liability included in future policy benefits has been reflected within Level 3 in the fair value hierarchy.

Capital market inputs and actual contractholders’ account values are updated each quarter based on capital market conditions as of the end of the quarter, including interest rates, equity markets and volatility. In the risk neutral valuation, the initial swap curve drives the total return used to grow the contractholders’ account values. The Company’s discount rate assumption is based on the LIBOR swap curve adjusted for an additional spread relative to LIBOR to reflect NPR.

Actuarial assumptions, including contractholder behavior and mortality, are reviewed at least annually and updated based upon emerging experience, future expectations and other data, including any observable market data. These assumptions are generally updated annually unless a material change that the Company feels is indicative of a long-term trend is observed in an interim period.

Policyholders' account balances –The liability for policyholders' account balances is related to certain embedded derivative instruments associated with certain "Policyholders' account balances". The fair values are determined consistent with similar derivative instruments described above under "Derivative Instruments".

Transfers between Levels 1 and 2 – Transfers between levels are made to reflect changes in observability of inputs and market activity. Transfers into or out of any level are generally reported as the value as of the beginning of the quarter in which the transfers occur for any such assets still held at the end of the quarter. Periodically there are transfers between Level 1 and Level 2 for assets held in the Company’s separate account. During the three and nine months ended September 30, 2016 and 2015, there were no transfers between Levels 1 and 2.

32                     

PRUCO LIFE INSURANCE COMPANY

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

Level 3 Assets and Liabilities by Price Source – The tables below present the balances of Level 3 assets and liabilities measured at fair value with their corresponding pricing sources.

	September 30, 2016
	Internal(1)		External(2)		Total
	(in thousands)
Corporate securities(3)	$	48,147	$	59,313	$	107,460
Asset-backed securities(4)	73		37,974		38,047
Equity securities	5,047		13,040		18,087
Other long-term investments	0		2,479		2,479
Reinsurance recoverables	9,011,140		0		9,011,140
Receivables from parent and affiliates	0		560		560
Total assets	$	9,064,407	$	113,366	$	9,177,773
Future policy benefits	$	8,480,030	$	0	$	8,480,030
Policyholders' account balances	17,159		0		17,159
Total liabilities	$	8,497,189	$	0	$	8,497,189

	December 31, 2015
	Internal(1)		External(2)		Total
	(in thousands)
Corporate securities(3)	$	40,492	$	55,000	$	95,492
Asset-backed securities(4)	158		173,189		173,347
Equity securities	165		18,248		18,413
Other long-term investments(5)	3,260		2,444		5,704
Reinsurance recoverables	4,940,011		0		4,940,011
Receivables from parent and affiliates	0		5,000		5,000
Total assets	$	4,984,086	$	253,881	$	5,237,967
Future policy benefits	$	5,205,434	$	0	$	5,205,434
Total liabilities	$	5,205,434	$	0	$	5,205,434

(1) Represents valuations reflecting both internally-derived and market inputs, as well as third-party pricing information or quotes. See below for additional information related to internally-developed valuation for significant items in the above table.

(2) Represents unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs are not readily available.

(3) Includes assets classified as fixed maturities available-for-sale.

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

(5) Prior period amounts are presented on a basis consistent with the current period presentation, reflecting the adoption of ASU 2015-07.

33                     

PRUCO LIFE INSURANCE COMPANY

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

Quantitative Information Regarding Internally Priced Level 3 Assets and Liabilities– The tables below present quantitative information on significant internally-priced Level 3 assets and liabilities (see narrative below for quantitative information for separate account assets).

	September 30, 2016
	Fair Value		Valuation   Techniques	Unobservable Inputs	Minimum			Maximum				Weighted   Average			Impact of  Increase in  Input on  Fair Value(1)
	(in thousands)
Assets:
Corporate securities(12)	$	48,147	Discounted cash flow	Discount rate	2.16	%		12.91	%			6.67	%		Decrease
			Market comparables	EBITDA multiples(2)	5.0		X	5.0		X		5.0		X	Increase
			Liquidation	Liquidation value	95.48	%		95.48	%			95.48	%		Increase
Reinsurance recoverables - Living Benefits	$	8,478,986	Fair values are determined in the same manner as future policy benefits
Reinsurance recoverables - No Lapse Guarantee	$	532,154	Discounted cash flow	Lapse rate(3)	0	%		12	%		��				Decrease
				NPR spread(4)	0.36	%		1.74	%						Decrease
				Mortality rate(5)	0	%		31	%						Decrease
				Premium payment(6)	0.65		X	0.95		X					Decrease
Liabilities:
Future policy benefits(7)	$	8,480,030	Discounted cash flow	Lapse rate(8)	0	%		13	%						Decrease
				NPR spread(4)	0.36	%		1.74	%						Decrease
				Utilization rate(9)	52	%		96	%						Increase
				Withdrawal rate						See table footnote (10) below
				Mortality rate(11)	0	%		14	%						Decrease
				Equity volatility curve	17	%		25	%						Increase

34                     

PRUCO LIFE INSURANCE COMPANY

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

	December 31, 2015
	Fair Value		Valuation   Techniques	Unobservable Inputs	Minimum			Maximum			Weighted   Average			Impact of  Increase in  Input on  Fair Value(1)
	(in thousands)
Assets:
Corporate securities(12)	$	40,492	Discounted cash flow	Discount rate	5.76	%		17.95	%		8.35	%		Decrease
			Market comparables	EBITDA multiples(2)	5.0		X	5.0		X	5.0		X	Increase
Reinsurance recoverables - Living Benefits	$	4,600,193	Fair values are determined in the same manner as future policy benefits
Reinsurance recoverables - No Lapse Guarantee	$	339,818	Discounted cash flow	Lapse rate(3)	0	%		12	%					Decrease
				NPR spread(4)	0.06	%		1.76	%					Decrease
				Mortality rate(5)	0	%		20	%					Decrease
				Premium payment(13)	1.00		X	3.75		X				Decrease
Liabilities:
Future policy benefits(7)	$	5,205,434	Discounted cash flow	Lapse rate(8)	0	%		14	%					Decrease
				NPR spread(4)	0.06	%		1.76	%					Decrease
				Utilization rate(9)	56	%		96	%					Increase
				Withdrawal rate(10)	74	%		100	%					Increase
				Mortality rate(11)	0	%		14	%					Decrease
				Equity volatility curve	17	%		28	%					Increase

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

(2) EBITDA multiples represent multiples of earnings before interest, taxes, depreciation and amortization, and are amounts used when the reporting entity has determined that market participants would use such multiples when pricing the investments.

(3) For universal life, lapse rates vary based on funding level and other factors. Rates are set to zero when the no lapse guarantee is fully funded and the cash value is zero.

(4) To reflect NPR, the Company incorporates an additional spread over LIBOR into the discount rate used in the valuation of contracts in a liability position and generally not to those in a contra-liability position. The NPR spread reflects the financial strength ratings of the Company and its affiliates, as these are insurance liabilities and senior to debt. The additional spread over LIBOR is determined by utilizing the credit spreads associated with issuing funding agreements, adjusted for any illiquidity risk premium.

(5) Universal life mortality rates are adjusted based on underwriting information. A mortality improvement assumption is also incorporated into the projection.

(6) For universal life, policyholders are assumed to pay a multiple of commissionable target premium levels (shown above and indicated as “X”). The multiples vary by funding level and policy duration. If the resulting premium in any duration is smaller than the minimum annual premium required to maintain the no-lapse guarantee, policyholders are assumed to pay the minimum annual premium. Policyholders are assumed to stop premium payments once the no-lapse guarantee is fully funded. The range shown as of September 30, 2016 excludes multiples for the first duration since all contracts are beyond the first duration. Assumption ranges for prior periods included first duration multiples.

(7) Future policy benefits primarily represent general account liabilities for the living benefit features of the Company’s variable annuity contracts which 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 weighted average, is a more meaningful representation of the unobservable inputs used in the valuation.

(8) Lapse rates 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 are also generally assumed to be lower for the period where surrender charges apply.

(9) 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.

(10) The withdrawal rate assumption estimates the magnitude of annual contractholder withdrawals relative to the maximum allowable amount under the contract. These assumptions may 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 September 30, 2016, the minimum withdrawal assumption rate is 78% and the maximum withdrawal assumption rate 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%.

35                     

PRUCO LIFE INSURANCE COMPANY

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

(11) Range reflects the mortality rate for the vast majority of business with living benefits, with policyholders ranging from 35to 90 years old. While the majority of living benefits have a minimum age requirement, certain benefits do not have an age restriction. This results in contractholders for certain benefits with mortality rates approaching 0%. Based on historical experience, the Company applies a set of age and duration specific mortality rate adjustments compared to standard industry tables. A mortality improvement assumption is also incorporated into the overall mortality table.

(12) Includes assets classified as fixed maturities available-for-sale and other trading account assets.

(13) For universal life, premium payment assumptions vary by funding level. Some policies are assumed to pay the minimum premium required to maintain the no lapse guarantee. Other policies are assumed to pay a multiple of commissionable target premium levels (shown above and indicated as “X”). Policyholders are assumed to stop premium payments once the no lapse guarantee is fully funded.

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.

Future Policy 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 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.

Valuation Process for Fair Value Measurements Categorized within Level 3– The Company has established an internal control infrastructure over the valuation of financial instruments that requires ongoing oversight by its various business groups. These management control functions are segregated from the trading and investing functions. For invested assets, the Company has established oversight teams, often in the form of pricing committees within each asset management group. The teams, which typically include representation from investment, accounting, operations, legal and other disciplines are responsible for overseeing and monitoring the pricing of the Company’s investments and performing periodic due diligence reviews of independent pricing services. An actuarial valuation team oversees the valuation of living benefit features of the Company’s variable annuity contracts.

The Company has also established policies and guidelines that require the establishment of valuation methodologies and consistent application of such methodologies. These policies and guidelines govern the use of inputs and price source hierarchies and provide controls around the valuation processes. These controls include appropriate review and analysis of investment prices against market activity or indicators of reasonableness, analysis of portfolio returns to corresponding benchmark returns, back-testing, review of bid-ask spreads to assess activity, approval of price source changes, price overrides, methodology changes and classification of fair value hierarchy levels. For living benefit features of the Company’s variable annuity products, the actuarial valuation unit periodically tests contract input data and actuarial assumptions are reviewed at least annually and updated based upon emerging experience, future expectations and other data, including any observable market data. The valuation policies and guidelines are reviewed and updated as appropriate.

Within the trading and investing functions, the Company has established policies and procedures that relate to the approval of all new transaction types, transaction pricing sources and fair value hierarchy coding within the financial reporting system. For variable annuity product changes or new launches of living benefit features, the actuarial valuation unit validates input logic and new product features and agrees new input data directly to source documents.

36                     

PRUCO LIFE INSURANCE COMPANY

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

Changes in Level 3 Assets and Liabilities– The following tables provide summaries of the 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:

	Three Months Ended September 30, 2016
	Fixed Maturities Available-for-Sale
	U.S. Corporate Public Securities		U.S. Corporate Private Securities			Foreign Corporate Private Securities			Asset-Backed Securities			Trading Account  Assets- Equity Securities
	(in thousands)
Fair value, beginning of period	$	55,003	$	32,900		$	10,369		$	40,827		$	16,882
Total gains (losses) (realized/unrealized):
Included in earnings:
Realized investment gains (losses), net	0		60			(1		)	(1		)	0
Asset management fees and other income	0		0			0			0			1,084
Included in other comprehensive income (loss)	88		513			(440		)	160			0
Net investment income	1		22			(18		)	27			0
Purchases	0		1,372			48			11,239			0
Sales	0		0			1			(5,347		)	0
Issuances	0		0			0			0			0
Settlements	0		(1,272		)	(249		)	(276		)	0
Transfers into Level 3(1)	2,518		0			6,618			11,063			0
Transfers out of Level 3(1)	0		0			(73		)	(19,645		)	0
Fair value, end of period	$	57,610	$	33,595		$	16,255		$	38,047		$	17,966
Unrealized gains (losses) for assets still held(2):
Included in earnings:
Realized investment gains (losses), net	$	0	$	0		$	0		$	0		$	0
Asset management fees and other income	$	0	$	0		$	0		$	0		$	1,084

37                     

PRUCO LIFE INSURANCE COMPANY

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

	Three Months Ended September 30, 2016
	Equity Securities, Available-for-Sale			Other  Long-term Investments		Reinsurance Recoverables			Receivables  from Parent and Affiliates			Future Policy Benefits			Policyholders' Account Balances
	(in thousands)
Fair value, beginning of period	$	191		$	2,479	$	9,141,712		$	556		$	(8,657,255	)	$	(5,902	)
Total gains (losses) (realized/unrealized):
Included in earnings:
Realized investment gains (losses), net(6)	0			0		(369,456		)	(8,313		)	385,422			(5,777		)
Asset management fees and other income	0			0		0			0			0			0
Included in other comprehensive income (loss)	(70		)	0		0			4			0			0
Net investment income	0			0		0			0			0			0
Purchases	0			0		238,884			8,313			0			0
Sales	0			0		0			0			0			0
Issuances	0			0		0			0			(208,197		)	0
Settlements	0			0		0			0			0			(5,480		)
Transfers into Level 3(1)	0			0		0			0			0			0
Transfers out of Level 3(1)	0			0		0			0			0			0
Other(3)	0			0		0			0			0			0
Fair value, end of period	$	121		$	2,479	$	9,011,140		$	560		$	(8,480,030	)	$	(17,159	)
Unrealized gains (losses) for assets/liabilities still held(2):
Included in earnings:
Realized investment gains (losses), net	$	0		$	0	$	451,689		$	0		$	698,863		$	(4,240	)
Asset management fees and other income	$	0		$	0	$	0		$	0		$	0		$	0

38                     

PRUCO LIFE INSURANCE COMPANY

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

	Nine Months Ended September 30, 2016
	Fixed Maturities Available-for-Sale
	U.S. Corporate Public Securities		U.S. Corporate Private Securities			Foreign Corporate Private Securities			Asset-Backed Securities			Trading Account Assets- Equity Securities
	(in thousands)
Fair value, beginning of period	$	55,003	$	22,716		$	17,773		$	173,347		$	18,248
Total gains (losses) (realized/unrealized):
Included in earnings:
Realized investment gains (losses), net	0		35			(160		)	(17		)	0
Asset management fees and other income	0		0			0			0			1,320
Included in other comprehensive income (loss)	87		337			(910		)	(581		)	0
Net investment income	1		52			(4		)	153			0
Purchases	0		1,779			167			18,424			0
Sales	0		(7,943		)	(1,949		)	(44,486		)	(4,862		)
Issuances	0		0			0			0			0
Settlements	0		(2,415		)	(6,794		)	(880		)	0
Transfers into Level 3(1)	2,519		19,034			8,205			46,706			0
Transfers out of Level 3(1)	0		0			(73		)	(154,619		)	0
Other(5)	0		0			0			0			3,260
Fair value, end of period	$	57,610	$	33,595		$	16,255		$	38,047		$	17,966
Unrealized gains (losses) for assets still held(2):
Included in earnings:
Realized investment gains (losses), net	$	0	$	(508	)	$	0		$	(6	)	$	0
Asset management fees and other income	$	0	$	0		$	0		$	0		$	242

39                     

PRUCO LIFE INSURANCE COMPANY

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

	Nine Months Ended September 30, 2016
	Equity Securities, Available-for-Sale			Other  Long-term Investments			Reinsurance Recoverables		Receivables  from Parent and Affiliates			Future Policy Benefits			Policyholders' Account Balances
	(in thousands)
Fair value, beginning of period	$	165		$	5,704		$	4,940,011	$	5,000		$	(5,205,434	)	$	(5,902	)
Total gains (losses) (realized/unrealized):
Included in earnings:												��
Realized investment gains (losses), net(6)	0			0			3,447,245		(8,326		)	(2,675,399		)	(5,777		)
Asset management fees and other income	0			0			0		0			0			0
Included in other comprehensive income (loss)	(44		)	0			0		24			0			0
Net investment income	0			(67		)	0		0			0			0
Purchases	0			102			623,884		8,313			0			0
Sales	0			0			0		(1,987		)	0			0
Issuances	0			0			0		0			(599,197		)	0
Settlements	0			0			0		0			0			(5,480		)
Transfers into Level 3(1)	0			0			0		0			0			0
Transfers out of Level 3(1)	0			0			0		(2,464		)	0			0
Other(5)	0			(3,260		)	0		0			0			0
Fair value, end of period	$	121		$	2,479		$	9,011,140	$	560		$	(8,480,030	)	$	(17,159	)
Unrealized gains (losses) for assets/liabilities still held(2):
Included in earnings:
Realized investment gains (losses), net	$	0		$	0		$	8,646,173	$	0		$	(2,752,958	)	$	(5,777	)
Asset management fees and other income	$	0		$	0		$	0	$	0		$	0		$	0

40                     

PRUCO LIFE INSURANCE COMPANY

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

	Three Months Ended September 30, 2015(4)
	Fixed Maturities Available-for-Sale
	U.S. Corporate Public Securities			U.S. Corporate Private Securities			Foreign Corporate Public Securities		Foreign Corporate Private Securities			Asset-Backed Securities			Trading Account Assets- Equity Securities
	(in thousands)
Fair value, beginning of period	$	55,688		$	14,333		$	0	$	10,461		$	172,200		$	18,369
Total gains (losses) (realized/unrealized):
Included in earnings:
Realized investment gains (losses), net	0			(90		)	0		(1,155		)	24			0
Asset management fees and other income	0			0			0		0			0			(121		)
Included in other comprehensive income (loss)	6			(338		)	14		317			(529		)	0
Net investment income	(1		)	5			0		(17		)	141			0
Purchases	54,803			12,585			972		3,983			1			0
Sales	(54,802		)	(1		)	0		(38		)	(2,500		)	0
Issuances	0			0			0		0			0			0
Settlements	(1		)	(6,906		)	0		(1,472		)	(1,949		)	0
Transfers into Level 3(1)	0			0			0		0			11,502			0
Transfers out of Level 3(1)	1			0			0		0			(23,609		)	0
Fair value, end of period	$	55,694		$	19,588		$	986	$	12,079		$	155,281		$	18,248
Unrealized gains (losses) for assets still held(2):
Included in earnings:
Realized investment gains (losses), net	$	0		$	0		$	0	$	(1,035	)	$	0		$	0
Asset management fees and other income	$	0		$	0		$	0	$	0		$	0		$	(122	)

41                     

PRUCO LIFE INSURANCE COMPANY

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

	Three Months Ended September 30, 2015(4)
	Equity Securities, Available-for-Sale			Other Long- term Investments			Reinsurance Recoverables		Receivables from Parent and Affiliates			Future Policy Benefits
	(in thousands)
Fair value, beginning of period	$	853		$	797		$	3,023,119	$	2,550		$	(3,117,171	)
Total gains (losses) (realized/unrealized):
Included in earnings:
Realized investment gains (losses), net	337			(630		)	2,194,352		0			(2,365,205		)
Asset management fees and other income	0			20			0		0			0
Included in other comprehensive income (loss)	(339		)	0			0		4			0
Net investment income	0			0			0		0			0
Purchases	0			566			171,329		0			0
Sales	0			0			0		0			0
Issuances	0			0			0		0			(178,889		)
Settlements	(677		)	0			0		0			0
Transfers into Level 3(1)	0			0			0		2,468			0
Transfers out of Level 3(1)	0			0			0		(1,992		)	0
Fair value, end of period	$	174		$	753		$	5,388,800	$	3,030		$	(5,661,265	)
Unrealized gains (losses) for assets/liabilities still held(2):
Included in earnings:
Realized investment gains (losses), net	$	0		$	(631	)	$	2,215,567	$	0		$	(2,388,177	)
Asset management fees and other income	$	0		$	0		$	0	$	0		$	0

42                     

PRUCO LIFE INSURANCE COMPANY

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

	Nine Months Ended September 30, 2015(4)
	Fixed Maturities Available-for-Sale
	U.S. Corporate Public Securities			U.S. Corporate Private Securities			Foreign Corporate Public Securities		Foreign Corporate Private Securities			Asset-Backed Securities			Trading Account Assets- Equity Securities
	(in thousands)
Fair value, beginning of period	$	61,092		$	14,539		$	0	$	9,170		$	100,217		$	5,540
Total gains (losses) (realized/unrealized):
Included in earnings:
Realized investment gains (losses), net	0			(448		)	0		(1,093		)	23			0
Asset management fees and other income	0			0			0		0			0			2,207
Included in other comprehensive income (loss)	(46		)	(278		)	14		591			180			0
Net investment income	(3		)	(2		)	0		(2		)	125			0
Purchases	166,705			13,043			972		5,632			111,760			0
Sales	(164,802		)	(5		)	0		(69		)	(39,631		)	0
Issuances	0			0			0		0			0			0
Settlements	(161		)	(7,671		)	0		(2,150		)	(2,075		)	(1,500		)
Transfers into Level 3(1)	704			826			0		0			59,010			0
Transfers out of Level 3(1)	(7,795		)	(416		)	0		0			(74,328		)	0
Other(3)	0			0			0		0			0			12,001
Fair value, end of period	$	55,694		$	19,588		$	986	$	12,079		$	155,281		$	18,248
Unrealized gains (losses) for assets still held(2):
Included in earnings:
Realized investment gains (losses), net	$	0		$	(357	)	$	0	$	(1,035	)	$	0		$	0
Asset management fees and other income	$	0		$	0		$	0	$	0		$	0		$	2,162

43                     

PRUCO LIFE INSURANCE COMPANY

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

	Nine Months Ended September 30, 2015(4)
	Equity Securities, Available-for-Sale			Other Long- term Investments			Reinsurance Recoverables			Receivables from Parent and Affiliates			Future Policy Benefits
	(in thousands)
Fair value, beginning of period	$	750		$	596		$	4,897,545		$	19,203		$	(4,993,611	)
Total gains (losses) (realized/unrealized):
Included in earnings:
Realized investment gains (losses), net	337			(785		)	(12,541		)	0			(135,978		)
Asset management fees and other income	0			20			0			0			0
Included in other comprehensive income (loss)	(236		)	0			0			6			0
Net investment income	0			0			0			0			0
Purchases	0			952			503,796			0			0
Sales	0			0			0			0			0
Issuances	0			0			0			0			(531,676		)
Settlements	(677		)	0			0			0			0
Transfers into Level 3(1)	0			0			0			4,454			0
Transfers out of Level 3(1)	0			(30		)	0			(20,633		)	0
Fair value, end of period	$	174		$	753		$	5,388,800		$	3,030		$	(5,661,265	)
Unrealized gains (losses) for assets/liabilities still held(2):
Included in earnings:
Realized investment gains (losses), net	$	0		$	(785	)	$	105,211		$	0		$	(235,170	)
Asset management fees and other income	$	0		$	0		$	0		$	0		$	0

(1) Transfers into or out of any level are generally reported as the value as of the beginning of the quarter in which the transfer occurs for any such assets still held at the end of the quarter.

(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) Other primarily represents reclassifications of certain assets between reporting categories.

(4) Prior period amounts have been reclassified to conform to current period presentation, including the adoption of ASU 2015-07.

(5) Primarily related to private warrants reclassified from derivatives to trading securities.

(6) Realized investment gains (losses) on Future Policy Benefits and Reinsurance Recoverables primarily represents the change in the fair value of the Company's living benefit guarantees on certain of its variable annuity contracts. Refer to Note 1 for impacts to Realized investment gains (losses) related to the Variable Annuities Recapture.

Transfers– 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 is able to validate.

44                     

PRUCO LIFE INSURANCE COMPANY

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

Fair Value of Financial Instruments

The table below presents 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; however, in some cases, as described below, the carrying amount equals or approximates fair value.

	September 30, 2016(1)
	Fair Value								Carrying Amount(2)
	Level 1		Level 2		Level 3		Total		Total
	(in thousands)
Assets:
Commercial mortgage and other loans	$	0	$	0	$	1,144,103	$	1,144,103	$	1,079,639
Policy loans	0		0		1,156,620		1,156,620		1,156,620
Cash and cash equivalents	34,337		23,606		0		57,943		57,943
Accrued investment income	0		84,430		0		84,430		84,430
Receivables from parent and affiliates	0		98,544		0		98,544		98,544
Other assets	0		32,009		0		32,009		32,009
Total assets	$	34,337	$	238,589	$	2,300,723	$	2,573,649	$	2,509,185
Liabilities:
Policyholders’ account balances - investment contracts	$	0	$	1,029,760	$	253,800	$	1,283,560	$	1,284,705
Cash collateral for loaned securities	0		133,500		0		133,500		133,500
Payables to parent and affiliates	0		64,532		0		64,532		64,532
Other liabilities	0		286,728		0		286,728		286,728
Total liabilities	$	0	$	1,514,520	$	253,800	$	1,768,320	$	1,769,465

	December 31, 2015(1)
	Fair Value								Carrying Amount(2)
	Level 1		Level 2		Level 3		Total		Total
	(in thousands)
Assets:
Commercial mortgage and other loans	$	0	$	8,540	$	1,701,951	$	1,710,491	$	1,658,235
Policy loans	0		0		1,143,303		1,143,303		1,143,303
Cash and cash equivalents	19,297		156,064		0		175,361		175,361
Accrued investment income	0		100,031		0		100,031		100,031
Receivables from parent and affiliates	0		65,628		0		65,628		65,628
Other assets	0		6,162		0		6,162		6,162
Total assets	$	19,297	$	336,425	$	2,845,254	$	3,200,976	$	3,148,720
Liabilities:
Policyholders’ account balances - investment contracts	$	0	$	947,853	$	236,891	$	1,184,744	$	1,190,596
Cash collateral for loaned securities	0		40,416		0		40,416		40,416
Short-term debt	0		180,105		0		180,105		180,000
Long-term debt	0		1,227,110		0		1,227,110		1,204,000
Payables to parent and affiliates	0		72,791		0		72,791		72,791
Other liabilities	0		343,089		0		343,089		343,089
Total liabilities	$	0	$	2,811,364	$	236,891	$	3,048,255	$	3,030,892

45                     

PRUCO LIFE INSURANCE COMPANY

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

(1) As discussed in Note 2, the Company adopted ASU 2015-07, effective January 1, 2016, which resulted in the exclusion of certain other long-term investments from the fair value hierarchy. The guidance was required to be applied retrospectively, and therefore, prior period amounts have been revised to conform to the current period presentation. At September 30, 2016 and December 31, 2015, the fair values of these cost method investments were $33 million and $27 million, respectively, which had been previously classified in Level 3 at December 31, 2015. The carrying values of these investments were $31 million and $26 million as of September 30, 2016 and December 31, 2015, respectively.

(2) 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. Financial statement captions excluded from the above table are not considered financial instruments.

The fair values presented above have been determined by using available market information and by applying market valuation methodologies, as described in more detail below.

Commercial Mortgage and Other Loans

The fair value of most commercial mortgage loans is based upon the present value of the expected future cash flows discounted at the appropriate U.S. Treasury rate or foreign government bond rate (for non-U.S. dollar-denominated loans) plus an appropriate credit spread for loans of similar quality, average life, and currency. The quality ratings for these loans, a primary determinant of the credit spreads and a significant component of the pricing process, are based on an internally-developed methodology. Certain commercial mortgage loans are valued incorporating other factors, including the terms of the loans, the principal exit strategies and their timing for the loans, prevailing interest rates and credit risk.

Policy Loans

The Company’s valuation technique for policy loans is to discount cash flows at the current policy loan coupon rate. Policy loans are fully collateralized by the cash surrender value of underlying insurance policies. As a result, the carrying value of the policy loans approximates the fair value.

Cash and Cash Equivalents, Accrued Investment Income, Receivables from Parent and Affiliates and Other Assets

The Company believes that due to the short-term nature of certain assets, the carrying value approximates fair value. These assets include: cash and cash equivalent instruments, accrued investment income, and other assets that meet the definition of financial instruments, including receivables, such as unsettled trades and accounts receivable. Also included in receivables from parent and affiliates are affiliated notes whose fair value is determined in the same manner as the underlying debt described below under “Short-Term and Long-Term Debt”.

Policyholders’ Account Balances - Investment Contracts

Only the portion of policyholders’ account balances related to products that are investment contracts (those without significant mortality or morbidity risk) are reflected in the table above. For fixed deferred annuities, fair values are generally derived using discounted projected cash flows based on interest rates that are representative of the Company’s financial strength ratings, and hence reflect the Company’s own NPR. For those balances that can be withdrawn by the customer at any time without prior notice or penalty, the fair value is the amount estimated to be payable to the customer as of the reporting date, which is generally the carrying value.

Cash Collateral for Loaned Securities

Cash collateral for loaned securities represents the collateral received or paid in connection with loaning or borrowing securities. For these transactions, the carrying value of the related asset/liability approximates fair value as they equal the amount of cash collateral received or paid.

Short-Term and Long-Term Debt

The fair value of short-term and long-term debt is generally determined by either prices obtained from independent pricing services, which are validated by the Company, or discounted cash flow models. These fair values consider the Company’s own NPR. Discounted cash flow models predominately use market observable inputs such as the borrowing rates currently available to the Company for debt and financial instruments with similar terms and remaining maturities. For debt with a maturity of less than 90 days, the carrying value approximates fair value.

46                     

PRUCO LIFE INSURANCE COMPANY

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

Other Liabilities and Payables to Parent and Affiliates

Other liabilities and payables to parent and affiliates are primarily payables, such as unsettled trades, drafts, escrow deposits and accrued expense payables. Due to the short-term until settlement of most of these liabilities, the Company believes that carrying value approximates fair value.

5.    DERIVATIVE INSTRUMENTS

Types of Derivative Instruments and Derivative Strategies

Interest Rate Contracts

Interest rate swaps are used by the Company to reduce risks from changes in interest rates, manage interest rate exposures arising from mismatches between assets and liabilities (including duration mismatches) and to hedge against changes in the value of assets it owns or anticipates acquiring or selling. Swaps may be attributed to specific assets or liabilities or may be used on a portfolio basis. Under interest rate swaps, the Company agrees with counterparties to exchange, at specified intervals, the difference between fixed-rate and floating-rate interest amounts calculated by reference to an agreed upon notional principal amount.

Equity Contracts

Equity index options are contracts which will settle in cash based on differentials in the underlying indices at the time of exercise and the strike price. The Company uses combinations of purchases and sales of equity index options to hedge the effects of adverse changes in equity indices within a predetermined range.

Total return swaps are contracts whereby the Company agrees with counterparties to exchange, at specified intervals, the difference between the return on an asset (or market index) and LIBOR plus an associated funding spread based on a notional amount. The Company generally uses total return swaps to hedge the effect of adverse changes in equity indices.

Foreign Exchange Contracts

Currency derivatives, including currency swaps and forwards, are used by the Company to reduce risks from changes in currency exchange rates with respect to investments denominated in foreign currencies that the Company either holds or intends to acquire or sell.

Under currency forwards, the Company agrees with counterparties to deliver a specified amount of an identified currency at a specified future date. Typically, the price is agreed upon at the time of the contract and payment for such a contract is made at the specified future date. The Company executes forward sales of the hedged currency in exchange for U.S. dollars at a specified exchange rate. The maturities of these forwards correspond with the future periods in which the non-U.S. dollar-denominated earnings are expected to be generated. These earnings hedges do not qualify for hedge accounting.

Under currency swaps, the Company agrees with counterparties to exchange, at specified intervals, the difference between one currency and another at an exchange rate and calculated by reference to an agreed principal amount. Generally, the principal amount of each currency is exchanged at the beginning and termination of the currency swap by each party. These transactions are entered into pursuant to master agreements that provide for a single net payment to be made by one counterparty for payments made in the same currency at each due date.

Credit Contracts

Credit derivatives are used by the Company to enhance the return on the Company’s investment portfolio by creating credit exposure similar to an investment in public fixed maturity cash instruments. With credit derivatives the Company sells credit protection on a single name reference, or certain index reference, and in return receives a quarterly premium. With credit default derivatives, this premium or credit spread generally corresponds to the difference between the yield on the referenced name’s public fixed maturity cash instruments and swap rates, at the time the agreement is executed. If there is an event of default by the referenced name, as defined by the agreement, then the Company is obligated to pay the counterparty the referenced amount of the contract and receive in return the referenced defaulted security or similar security or pay the referenced amount less the auction recovery rate. See "Credit Derivatives" below for a discussion of guarantees related to credit derivatives written. In addition to selling credit

47                     

PRUCO LIFE INSURANCE COMPANY

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

protection, the Company may purchase credit protection using credit derivatives in order to hedge specific credit exposures in the Company’s investment portfolio.

Embedded Derivatives

The Company sells variable annuity products which may include guaranteed benefit features that are accounted for as embedded derivatives. Related to these embedded derivatives, the Company has entered into reinsurance agreements to transfer the risk associated with certain benefit features to affiliates, PALAC and Prudential Insurance. See Note 1 for additional information on the change to the reinsurance agreements effective April 1, 2016.

Additionally, the Company has entered into a reinsurance agreement with Union Hamilton Reinsurance, Ltd. ("Union Hamilton"), an external counterparty. The Company also reinsures a portion of the no-lapse guarantee provision on certain universal life products to an affiliate, UPARC.

These embedded derivatives and reinsurance agreements, which are derivatives and accounted for in the same manner as the embedded derivatives, are carried at fair value and are marked to market through “Realized investment gains (losses), net” based on the change in value of the underlying contractual guarantees, which are determined using valuation models as described in Note 4.

The table below provides a summary of the gross notional amount and fair value of derivative contracts by the primary underlying, excluding embedded derivatives which are recorded with the associated host and the related reinsurance recoverables. Many derivative instruments contain multiple underlyings. The fair value amounts below represent the gross fair value of derivative contracts prior to taking into account the netting effects of master netting agreements, cash collateral held with the same counterparty, and non-performance risk.

	September 30, 2016							December 31, 2015
			Gross Fair Value							Gross Fair Value
Primary Underlying	Notional		Assets		Liabilities			Notional		Assets		Liabilities
	(in thousands)
Derivatives Designated as Hedge Accounting Instruments:
Currency/Interest Rate
Foreign Currency Swaps	$	416,534	$	38,224	$	(8,079	)	$	529,128	$	50,877	$	(1,385	)
Total Qualifying Hedges	$	416,534	$	38,224	$	(8,079	)	$	529,128	$	50,877	$	(1,385	)
Derivatives Not Qualifying as Hedge Accounting Instruments:
Interest Rate
Interest Rate Swaps	$	101,075	$	13,836	$	(116	)	$	3,159,400	$	203,313	$	(8,605	)
Foreign Currency
Foreign Currency Forwards	11,508		50		(44		)	3,722		39		(15		)
Credit
Credit Default Swaps	3,000		0		(308		)	7,275		268		(222		)
Currency/Interest Rate
Foreign Currency Swaps	46,026		7,439		(146		)	122,425		17,079		(71		)
Equity
Total Return Swaps	0		0		0			542,294		411		(10,451		)
Equity Options	25,548,407		23,311		(6,154		)	25,345,369		28,668		(12,100		)
Total Non-Qualifying Hedges	$	25,710,016	$	44,636	$	(6,768	)	$	29,180,485	$	249,778	$	(31,464	)
Total Derivatives (1)	$	26,126,550	$	82,860	$	(14,847	)	$	29,709,613	$	300,655	$	(32,849	)

(1) Excludes embedded derivatives and the related reinsurance recoverables which contain multiple underlyings.

48                     

PRUCO LIFE INSURANCE COMPANY

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

The fair value of the embedded derivatives, included in "Future policy benefits," was a net liability of $8,480 million and $5,205 million as of September 30, 2016 and December 31, 2015, respectively. The fair value of the related reinsurance recoverables, included in "Reinsurance recoverables," was an asset of $9,011 million and $4,940 million as of September 30, 2016 and December 31, 2015, respectively. Of these reinsurance recoverables, the fair value related to the living benefits guarantee was an asset of $8,415 million and $4,593 million from PALAC and Prudential Insurance, and an asset of $64 million and $7 million from Union Hamilton as of September 30, 2016 and December 31, 2015, respectively; and the fair value related to the no-lapse guarantee was an asset of $532 million and $340 million from UPARC as of September 30, 2016 and December 31, 2015, respectively. See Note 7 for additional information on these reinsurance agreements.

The fair value of the embedded derivatives, included in "Policyholders' account balances," was a net liability of $17 million and $6 million as of September 30, 2016 and December 31, 2015, respectively. There was no related reinsurance recoverable.

Offsetting Assets and Liabilities

The following table presents recognized derivative instruments (excluding embedded derivatives and associated reinsurance recoverables), 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.

	September 30, 2016
	Gross Amounts of Recognized Financial Instruments		Gross Amounts Offset in the Consolidated Statement of Financial Position			Net Amounts Presented in the Consolidated Statement of Financial Position		Financial Instruments/ Collateral (1)			Net Amount
	(in thousands)
Offsetting of Financial Assets:
Derivatives (1)	$	82,852	$	(14,711	)	$	68,141	$	(68,141	)	$	0
Securities purchased under agreement to resell	24,000		0			24,000		(24,000		)	0
Total Assets	$	106,852	$	(14,711	)	$	92,141	$	(92,141	)	$	0
Offsetting of Financial Liabilities:
Derivatives (1)	$	14,847	$	(14,847	)	$	0	$	0		$	0
Securities sold under agreement to repurchase	0		0			0		0			0
Total Liabilities	$	14,847	$	(14,847	)	$	0	$	0		$	0

	December 31, 2015
	Gross Amounts of Recognized Financial Instruments		Gross Amounts Offset in the Consolidated Statement of Financial Position			Net Amounts Presented in the Consolidated Statement of Financial Position		Financial Instruments/ Collateral (1)			Net Amount
	(in thousands)
Offsetting of Financial Assets:
Derivatives (1)	$	297,371	$	(230,554	)	$	66,817	$	(15,157	)	$	51,660
Securities purchased under agreement to resell	156,064		0			156,064		(156,064		)	0
Total Assets	$	453,435	$	(230,554	)	$	222,881	$	(171,221	)	$	51,660
Offsetting of Financial Liabilities:
Derivatives (1)	$	32,849	$	(32,849	)	$	0	$	0		$	0
Securities sold under agreement to repurchase	0		0			0		0			0
Total Liabilities	$	32,849	$	(32,849	)	$	0	$	0		$	0

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

49                     

PRUCO LIFE INSURANCE COMPANY

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

For information regarding the rights of offset associated with the derivative assets and liabilities in the table above see “Credit Risk” below and Note 8. 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 on 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, 2015.

Cash Flow Hedges

The primary derivative instruments used by the Company in its cash flow hedge accounting relationships are currency swaps. These instruments are only designated for hedge accounting in instances where the appropriate criteria are met. The Company does not use futures, options, credit, equity or embedded derivatives in any of its cash flow hedge accounting relationships.

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

	Three Months Ended September 30, 2016
	Realized Investment Gains (Losses)			Net Investment Income		Other Income			AOCI (1)
	(in thousands)
Derivatives Designated as Hedge Accounting Instruments:
Cash flow hedges
Currency/Interest Rate	$	0		$	855	$	(828	)	$	(6,848	)
Total cash flow hedges	0			855		(828		)	(6,848		)
Derivatives Not Qualifying as Hedge Accounting Instruments:
Interest Rate	(628		)	0		0			0
Currency	146			0		0			0
Currency/Interest Rate	1,408			0		6			0
Credit	(157		)	0		0			0
Equity	2,063			0		0			0
Embedded Derivatives	(10,739		)	0		0			0
Total non-qualifying hedges	(7,907		)	0		6			0
Total	$	(7,907	)	$	855	$	(822	)	$	(6,848	)

50                     

PRUCO LIFE INSURANCE COMPANY

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

	Nine Months Ended September 30, 2016
	Realized Investment Gains (Losses)			Net Investment Income		Other Income			AOCI (1)
	(in thousands)
Derivatives Designated as Hedge Accounting Instruments:
Cash flow hedges
Currency/Interest Rate	$	0		$	3,143	$	(1,072	)	$	(16,976	)
Total cash flow hedges	0			3,143		(1,072		)	(16,976		)
Derivatives Not Qualifying as Hedge Accounting Instruments:
Interest Rate	191,250			0		0			0
Currency	1,031			0		0			0
Currency/Interest Rate	8,243			0		(51		)	0
Credit	(524		)	0		0			0
Equity	(3,177		)	0		0			0
Embedded Derivatives	607,264			0		0			0
Total non-qualifying hedges	804,087			0		(51		)	0
Total	$	804,087		$	3,143	$	(1,123	)	$	(16,976	)

	Three Months Ended September 30, 2015
	Realized Investment Gains (Losses)			Net Investment Income		Other Income		AOCI (1)
	(in thousands)
Derivatives Designated as Hedge Accounting Instruments:
Cash flow hedges
Currency/Interest Rate	$	0		$	845	$	2,135	$	15,774
Total cash flow hedges	0			845		2,135		15,774
Derivatives Not Qualifying as Hedge Accounting Instruments:
Interest Rate	150,414			0		0		0
Currency	65			0		0		0
Currency/Interest Rate	5,733			0		55		0
Credit	300			0		0		0
Equity	39,537			0		0		0
Embedded Derivatives	(204,205		)	0		0		0
Total non-qualifying hedges	(8,156		)	0		55		0
Total	$	(8,156	)	$	845	$	2,190	$	15,774

51                     

PRUCO LIFE INSURANCE COMPANY

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

	Nine Months Ended September 30, 2015
	Realized Investment Gains (Losses)			Net Investment Income		Other Income		AOCI (1)
	(in thousands)
Derivatives Designated as Hedge Accounting Instruments:
Cash flow hedges
Currency/Interest Rate	$	0		$	2,094	$	2,051	$	28,675
Total cash flow hedges	0			2,094		2,051		28,675
Derivatives Not Qualifying as Hedge Accounting Instruments:
Interest Rate	101,141			0		0		0
Currency	117			0		0		0
Currency/Interest Rate	10,283			0		153		0
Credit	137			0		0		0
Equity	18,368			0		0		0
Embedded Derivatives	(254,364		)	0		0		0
Total non-qualifying hedges	(124,318		)	0		153		0
Total	$	(124,318	)	$	2,094	$	2,204	$	28,675

(1) Amounts deferred in AOCI.

For the three and nine months ended September 30, 2016 and 2015, the ineffective portion of derivatives accounted for using hedge accounting was not material to the Company’s results of operations. Also, there were no material amounts reclassified into earnings relating to instances in which the Company discontinued cash flow hedge accounting because the forecasted transaction did not occur by the anticipated date or within the additional time period permitted by the authoritative guidance for the accounting for derivatives and hedging.

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

	(in thousands)
Balance, December 31, 2015	$	48,271
Net deferred gains (losses) on cash flow hedges from January 1 to September 30, 2016	(12,991		)
Amounts reclassified into current period earnings	(3,985		)
Balance, September 30, 2016	$	31,295

Using September 30, 2016 values, it is estimated that a pre-tax gain of $3 million will be reclassified from AOCI to earnings during the subsequent twelve months ending September 30, 2017, offset by amounts pertaining to the hedged items. As of September 30, 2016, the Company did not have any qualifying cash flow hedges of forecasted transactions other than those related to the variability of the payment or receipt of interest or foreign currency amounts on existing financial instruments. The maximum length of time for which these variable cash flows are hedged is 19 years. Income amounts deferred in AOCI as a result of cash flow hedges are included in “Net unrealized investment gains (losses)” within OCI in the Unaudited Interim Consolidated Statements of Operations and Comprehensive Income (Loss).

Credit Derivatives

The Company has no exposure from credit derivatives where it has written credit protection as of September 30, 2016 and December 31, 2015.

The Company has purchased credit protection using credit derivatives in order to hedge specific credit exposures in the Company’s investment portfolio. The Company has outstanding notional amounts of $3 million and $7 million as of September 30, 2016 and December 31, 2015, respectively, reported at fair value as a liability of $0.3 million as of September 30, 2016 and an asset of $0.0 million as of December 31, 2015.

52                     

Credit Risk

The Company is exposed to credit-related losses in the event of non-performance by our counterparty to financial derivative transactions. The Company has credit risk exposure to an affiliate, Prudential Global Funding, LLC (“PGF”), related to its OTC derivative transactions. PGF manages credit risk with external counterparties by entering into derivative transactions with highly rated major international financial institutions and other creditworthy counterparties, and by obtaining collateral, such as cash and securities, when appropriate. Additionally, limits are set on single party credit exposures which are subject to periodic management review.

Under fair value measurements, the Company incorporates the market’s perception of its own and the counterparty’s non-performance risk in determining the fair value of the portion of its OTC derivative assets and liabilities that are uncollateralized. Credit spreads are applied to the derivative fair values on a net basis by counterparty. To reflect the Company’s own credit spread, a proxy based on relevant debt spreads is applied to OTC derivative net liability positions. Similarly, the Company’s counterparty’s credit spread is applied to OTC derivative net asset positions.

6.    COMMITMENTS, CONTINGENT LIABILITIES AND LITIGATION AND REGULATORY MATTERS

Commitments

The Company has made commitments to fund commercial loans. As of September 30, 2016 and December 31, 2015, the outstanding balances on these commitments were $61 million and $62 million, respectively. The Company also made commitments to purchase or fund investments, mostly private fixed maturities. As of September 30, 2016 and December 31, 2015, $73 million and $52 million, respectively, of these commitments were outstanding.

Contingent Liabilities

On an ongoing basis, the Company’s internal supervisory and control functions review the quality of sales, marketing and other customer interface procedures and practices and may recommend modifications or enhancements. From time to time, this review process results in the discovery of product administration, servicing or other errors, including errors relating to the timing or amount of payments or contract values due to customers. In certain cases, if appropriate, the Company may offer customers remediation and may incur charges, including the costs 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. For additional discussion of these matters, see “Litigation and Regulatory Matters” below.

It is possible that the results of operations or the cash flows 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 flows 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 business. Pending legal and regulatory actions include proceedings specific to the Company and proceedings generally applicable to business practices in the industry in which it operates. The Company is subject to class action lawsuits and other litigation involving a variety of issues and allegations involving sales practices, claims payments and procedures, premium charges, policy servicing and breach of fiduciary duty to customers. The Company is also subject to litigation arising out of its general business activities, such as its investments, contracts, leases and labor and employment relationships, including claims of discrimination and harassment, and could be exposed to claims or litigation concerning certain business or process patents. In addition, the Company, along with other participants in the businesses in which it engages, may be subject from time to time to investigations, examinations and inquiries, in some cases industry-wide, concerning issues or matters upon which such regulators have determined to focus. In some of the Company’s pending legal and regulatory actions, parties 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 material, is disclosed, including matters discussed below. The Company estimates that as of September 30, 2016, the aggregate range of reasonably possible losses in excess of accruals established for those litigation and regulatory matters for which such an estimate currently

53                     

PRUCO LIFE INSURANCE COMPANY

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

can be made is less than $7.5 million. This 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.

For a discussion of the Company's litigations and regulatory matters, see Note 11 to the Company’s Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015.

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 flows 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 flows for such period. In light of the unpredictability of the Company’s litigation and regulatory matters, it is also possible that in certain cases an ultimate unfavorable resolution of one or more pending litigation or regulatory matters could have a material adverse effect on the Company’s financial position. Management believes, however, that, based on information currently known to it, the ultimate outcome of all pending litigation and regulatory matters, after consideration of applicable reserves and rights to indemnification, is not likely to have a material adverse effect on the Company’s financial position.

7.    REINSURANCE

The Company participates in reinsurance with its affiliates Prudential Life Insurance Company of Taiwan Inc. (“Prudential of Taiwan”), Prudential Arizona Reinsurance Captive Company (“PARCC”), UPARC, Prudential Arizona Reinsurance Term Company (“PAR Term”), Prudential Arizona Reinsurance Universal Company (“PAR U”), Prudential Universal Reinsurance Company ("PURC"), Prudential Term Reinsurance Company (“Term Re”), PALAC, its parent company Prudential Insurance, third parties, and participated in reinsurance with its affiliate Pruco Re through March 31, 2016. The reinsurance agreements provide risk diversification and additional capacity for future growth, limit the maximum net loss potential, manage statutory capital, facilitate its capital market hedging program, and align accounting methodology for the assets and liabilities of living benefit riders contained in annuities contracts. See Note 1 for additional information on the change effective April 1, 2016 related to the Variable Annuities Recapture. Life reinsurance is accomplished through various plans of reinsurance, primarily yearly renewable term and coinsurance. Reinsurance ceded arrangements do not discharge the Company as the primary insurer. Ceded balances would represent a liability of the Company in the event the reinsurers were unable to meet their obligations to the Company under the terms of the reinsurance agreements. The Company believes a material reinsurance liability resulting from such inability of reinsurers to meet their obligations is unlikely.

Reserves related to reinsured long duration contracts are accounted for using assumptions consistent with those used to account for the underlying contracts. Amounts recoverable from reinsurers for long duration reinsurance arrangements are estimated in a manner consistent with the claim liabilities and policy benefits associated with the reinsured policies. Reinsurance premiums ceded for universal life products are accounted for as a reduction of policy charges and fee income. Reinsurance premiums ceded for term insurance products are accounted for as a reduction of premiums.

Realized investment gains and losses include the impact of reinsurance agreements. The Company has entered into reinsurance agreements to transfer the risk related to the living benefit guarantees on variable annuities to PALAC excluding the PLNJ business which was reinsured to Prudential Insurance. See Note 1 for additional information on the change effective April 1, 2016 related to the Variable Annuities Recapture. The Company has also entered into an agreement with UPARC to reinsure a portion of the no-lapse guarantee provision on certain universal life products. These reinsurance agreements are derivatives and have been accounted for in the same manner as embedded derivatives and the changes in the fair value of these derivatives are recognized through “Realized investment gains (losses), net”. See Note 5 for additional information related to the accounting for embedded derivatives.

Prior period amounts in the tables below have been revised to correct previously reported amounts. These prior period revisions have also been reflected in the consolidated financial statements. See Note 9 for a more detailed description of the revisions.

54                     

PRUCO LIFE INSURANCE COMPANY

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

Reinsurance amounts included in the Company’s Unaudited Interim Consolidated Statements of Financial Position as of September 30, 2016 and December 31, 2015 were as follows:

	September 30, 2016			December 31, 2015
	(in thousands)
Reinsurance recoverables	$	31,785,676		$	22,691,491
Policy loans	(82,497		)	(75,697		)
Deferred policy acquisition costs	(5,931,554		)	(2,158,121		)
Deferred sales inducements	(579,020		)	0
Other assets	217,222			35,616
Policyholders’ account balances	4,950,899			5,020,230
Future policy benefits	3,086,284			2,380,215
Other liabilities (1)	362,415			516,525

(1) “Other liabilities” includes $18 million and $22 million of unaffiliated activity as of September 30, 2016 and December 31, 2015, respectively.

The reinsurance recoverable by counterparty is broken out below.

	September 30, 2016		December 31, 2015
	(in thousands)
PALAC	$	10,697,284	$	0
PAR U	10,604,627		9,867,902
PURC	2,807,832		2,324,163
PARCC	2,586,898		2,563,300
PAR Term	1,399,771		1,226,749
Prudential of Taiwan	1,266,956		1,169,664
Prudential Insurance	1,262,242		226,926
UPARC	570,617		376,660
Term Re	512,044		298,002
Pruco Re	0		4,594,412
Unaffiliated	77,405		43,713
Total reinsurance recoverables	$	31,785,676	$	22,691,491

The tables above include amounts related to the Variable Annuities Recapture effective April 1, 2016, as described in Note 1.

Reinsurance amounts included in the Company’s Unaudited Interim Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and nine months ended September 30, 2016 and 2015 were as follows:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
	(in thousands)
Premiums:
Direct	$	403,893		$	379,576		$	1,203,591		$	1,129,131
Assumed (1)	142			0			291			0
Ceded	(375,020		)	(359,255		)	(2,009,044		)	(1,069,691		)
Net premiums	29,015			20,321			(805,162		)	59,440
Policy charges and fee income:
Direct	753,980			759,102			2,038,611			2,182,915
Assumed	112,825			179,717			417,048			336,672
Ceded (2)	(778,326		)	(392,475		)	(1,781,686		)	(903,610		)
Net policy charges and fee income	88,479			546,344			673,973			1,615,977
Net investment income:

55                     

PRUCO LIFE INSURANCE COMPANY

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

Direct	104,448		102,847		290,104		309,201
Assumed	356		354		1,051		1,047
Ceded	(1,061	)	(986	)	(3,341	)	(3,127	)
Net investment income	103,743		102,215		287,814		307,121
Asset administration fees:
Direct	80,474		84,814		229,865		285,866
Assumed	0		0		0		0
Ceded	(76,470	)	0		(149,466	)	0
Net asset administration fees	4,004		84,814		80,399		285,866
Other income:
Direct	15,572		8,138		39,344		33,289
Assumed (3)	(168	)	0		216		0
Ceded	32		0		27		0
Amortization of reinsurance income	0		3,576		(19,228	)	10,655
Net other income	15,436		11,714		20,359		43,944
Interest credited to policyholders’ account balances:
Direct	41,888		182,788		360,999		398,983
Assumed	33,662		31,541		99,080		93,155
Ceded	(33,469	)	(57,843	)	(203,591	)	(169,932	)
Net interest credited to policyholders’ account balances	42,081		156,486		256,488		322,206
Policyholders’ benefits (including change in reserves):
Direct	1,009,176		549,194		1,805,942		1,513,593
Assumed (4)	181,318		208,099		653,892		431,184
Ceded (5)	(1,135,998	)	(642,107	)	(2,777,218	)	(1,710,827	)
Net policyholders’ benefits (including change in reserves)	54,496		115,186		(317,384	)	233,950
Realized investment gains (losses), net:
Direct	383,846		(2,149,496	)	(2,378,582	)	18,471
Assumed	0		0		0		0
Ceded (6)	(393,514	)	2,146,512		3,284,527		(133,086	)
Realized investment gains (losses), net	(9,668	)	(2,984	)	905,945		(114,615	)
Net reinsurance expense allowances, net of capitalization and amortization	(109,108	)	(62,043	)	(682,124	)	(146,561	)

(1) "Premiums assumed" includes $0.1 million and $0.3 million of unaffiliated activity for the three and nine months ended September 30, 2016, respectively.

(2) "Policy charges and fee income ceded" includes $(4) million of unaffiliated activity for both the three and nine months ended September 30, 2016 and 2015.

(3) "Other income assumed" includes $(0.2) million and $(0.1) million of unaffiliated activity for the three months ended September 30, 2016 and 2015, respectively, and $0.2 million and $(0.1) million for the nine months ended September 30, 2016 and 2015, respectively.

(4) "Policyholders' benefits (including change in reserves) assumed" includes $(0.2) million of unaffiliated activity for the three months ended September 30, 2016.

(5) "Policyholders' benefits (including change in reserves) ceded" includes $(2) million and $(19) million of unaffiliated activity for the three months ended September 30, 2016 and 2015, respectively, and $4 million and $(15) million for the nine months ended September 30, 2016 and 2015, respectively.

(6) “Realized investment gains (losses), net ceded” includes $(5) million and $12 million of unaffiliated activity for the three months ended September 30, 2016 and 2015, respectively, and $41 million and $12 million for the nine months ended September 30, 2016 and 2015, respectively.

The table above includes amounts related to the Variable Annuities Recapture effective April 1, 2016, as described in Note 1.

56                     

PRUCO LIFE INSURANCE COMPANY

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

The gross and net amounts of life insurance face amount in force as of September 30, 2016 and 2015 were as follows:

	September 30, 2016			September 30, 2015
	(in thousands)
Direct gross life insurance face amount in force	$	813,797,417		$	753,935,518
Assumed gross life insurance face amount in force	42,991,987			43,795,607
Reinsurance ceded	(792,883,439		)	(736,832,258		)
Net life insurance face amount in force	$	63,905,965		$	60,898,867

Information regarding significant affiliated reinsurance arrangements is described below.

PALAC

Effective April 1, 2016, the Company entered into a reinsurance agreement with PALAC, to reinsure its variable annuity base contracts, along with the living benefit riders, excluding business reinsured externally and the PLNJ business, which was reinsured to Prudential Insurance. See Note 1 for additional information related to the Variable Annuities Recapture.

PAR U

Pruco Life reinsures an amount equal to 70% of all the risks associated with Universal Protector policies having no-lapse guarantees as well as Universal Plus policies, with effective dates prior to January 1, 2011, with PAR U.

Effective July 1, 2011, PLNJ reinsures an amount equal to 95% of all the risks associated with universal life policies with PAR U.

On January 2, 2013, Pruco Life began to assume guaranteed universal life ("GUL") business from Prudential Insurance in connection with the acquisition of the Hartford Life Business. The GUL business assumed from Prudential Insurance was subsequently retroceded to PAR U.

PURC

Pruco Life reinsures an amount equal to 70% of all the risks associated with Universal Protector policies having no lapse guarantees as well as Universal Plus policies, with effective dates from January 1, 2011 through December 31, 2012, with PURC. Effective July 1, 2014, the agreement between Pruco Life and PURC was amended to reinsure policies with effective dates from January 1, 2013 through December 31, 2013. Under the amended agreement, PURC reinsures an amount equal to 70% of all the risks associated with Universal Protector policies having no-lapse guarantees as well as Universal Plus policies.

Effective January 1, 2014, Pruco Life entered into an automatic coinsurance agreement with PURC to reinsure an amount equal to 95% of all the risks associated with Universal Protector policies having no-lapse guarantees, as well as Universal Plus policies, with effective dates on or after January 1, 2014.

PARCC

The Company reinsures 90% of the risks under its term life insurance policies, with effective dates prior to January 1, 2010, through an automatic coinsurance agreement with PARCC.

PAR Term

The Company reinsures 95% of the risks under its term life insurance policies with effective dates January 1, 2010 through December 31, 2013, through an automatic coinsurance agreement with PAR Term.

57                     

PRUCO LIFE INSURANCE COMPANY

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

Prudential of Taiwan

On January 31, 2001, Pruco Life transferred all of its assets and liabilities associated with its Taiwan branch, including its Taiwan insurance book of business, to Prudential of Taiwan, an affiliated company. The mechanism used to transfer this block of business in Taiwan is referred to as a “full acquisition and assumption” transaction. Under this mechanism, Pruco Life is jointly liable with Prudential of Taiwan for two years from the giving of notice to all obligees for all matured obligations and for two years after the maturity date of not-yet-matured obligations. Prudential of Taiwan is also contractually liable, under indemnification provisions of the transaction, for any liabilities that may be asserted against Pruco Life.

The transfer of the insurance related assets and liabilities was accounted for as a long-duration coinsurance transaction under U.S. GAAP. Under this accounting treatment, the insurance related liabilities remain on the books of Pruco Life and an offsetting reinsurance recoverable is established. These assets and liabilities are denominated in U.S. dollars.

Prudential Insurance

The Company, has a yearly renewable term reinsurance agreement with Prudential Insurance and reinsures the majority of all mortality risks not otherwise reinsured.

On January 2, 2013, Pruco Life began to assume GUL business from Prudential Insurance in connection with the acquisition of the Hartford Life Business. The GUL business assumed from Prudential Insurance was subsequently retroceded to PAR U.

The Company has reinsured a group annuity contract with Prudential Insurance, in consideration for a single premium payment by the Company, providing reinsurance equal to 100% of all payments due under the contract.

Effective April 1, 2016, PLNJ entered into a reinsurance agreement with Prudential Insurance to reinsure its variable annuity base contracts, along with the living benefit riders. See Note 1 for additional information related to the Variable Annuity Recapture.

UPARC

Pruco Life reinsures Universal Protector policies having no-lapse guarantees with effective dates prior to January 1, 2013 with UPARC. UPARC reinsures an amount equal to 27% of the net amount at risk related to the first $1 million in face amount plus 30% of the net amount at risk related to the face amount in excess of $1 million as well as 30% of the risk of uncollectible policy charges and fees associated with the no-lapse guarantee provision of these policies.

Effective January 1, 2014, the agreement between Pruco Life and UPARC to reinsure Universal Protector policies having no-lapse guarantees was amended for policies with effective dates on or after January 1, 2014. Under the amended agreement, UPARC will no longer reinsure Universal Protector policies having no-lapse guarantees.

Effective July 1, 2014, the agreement between Pruco Life and UPARC to reinsure Universal Protector policies having no-lapse guarantees was further amended for policies with effective dates January 1, 2013 through December 31, 2013. Under the amended agreement, UPARC reinsures an amount equal to 27% of the net amount at risk related to the first $1 million in face amount plus 30% of the net amount at risk related to the face amount in excess of $1 million as well as 30% of the risk of uncollectible policy charges and fees associated with the no-lapse guarantee provision of these policies.

Term Re

The Company reinsures 95% of the risks under its term life insurance policies with effective dates on or after January 1, 2014 through an automatic coinsurance agreement with Term Re. 

Pruco Re

Through March 31, 2016, the Company, including its wholly-owned subsidiary PLNJ, entered into various automatic coinsurance agreements with Pruco Re to reinsure its living benefit features sold on certain of its annuities. See Note 1 for additional information on the change effective April 1, 2016 related to the Variable Annuities Recapture.

Information regarding significant third party reinsurance arrangements is described below.

58                     

PRUCO LIFE INSURANCE COMPANY

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

Union Hamilton

Effective April 1, 2015, the Company, excluding its subsidiaries, entered into an agreement with 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 covers most new HDI v.3.0 variable annuity business issued between April 1, 2015 and December 31, 2016 on a quota share basis, until Union Hamilton’s quota share reaches $5 billion of new rider premiums through December 31, 2016. These guaranteed benefit features are accounted for as embedded derivatives.

8.    RELATED PARTY TRANSACTIONS

The Company has extensive transactions and relationships with Prudential Insurance and other affiliates. Although we seek to ensure that these transactions and relationships are fair and reasonable, it is possible that the terms of these transactions are not the same as those that would result from transactions among unrelated parties.

Expense Charges and Allocations

Many of the Company’s expenses are allocations or charges from Prudential Insurance or other affiliates. These expenses can be grouped into general and administrative expenses and agency distribution expenses.

The Company’s general and administrative expenses are charged to the Company using allocation methodologies based on business production processes. Management believes that the methodology is reasonable and reflects costs incurred by Prudential Insurance to process transactions on behalf of the Company. The Company operates under service and lease agreements whereby services of officers and employees, supplies, use of equipment and office space are provided by Prudential Insurance. The Company reviews its allocation methodology periodically which it may adjust accordingly. General and administrative expenses include allocations of stock compensation expenses related to a stock option program and a deferred compensation program issued by Prudential Financial. The expense charged to the Company for the stock option program was $0.3 million for both the three months ended September 30, 2016 and 2015, and $0.9 million for both the nine months ended September 30, 2016 and 2015. The expense charged to the Company for the deferred compensation program was $2 million and $1 million for the three months ended September 30, 2016 and 2015, respectively, and $6 million and $5 million for the nine months ended September 30, 2016 and 2015, respectively.

The Company is charged for its share of employee benefits expenses. These expenses include costs for funded and non-funded contributory and non-contributory defined benefit pension plans. Some of these benefits are based on final group earnings and length of service while others are based on an account balance, which takes into consideration age, service and earnings during career. The Company’s share of net expense for the pension plans was $6 million and $5 million for the three months ended September 30, 2016 and 2015, respectively, and $17 million and $16 million for the nine months ended September 30, 2016 and 2015, respectively.

The Company is also charged for its share of the costs associated with welfare plans issued by Prudential Insurance. These expenses include costs related to medical, dental, life insurance and disability. The Company's share of net expense for the welfare plans was $7 million for both the three months ended September 30, 2016 and 2015, and $21 million and $19 million for the nine months ended September 30, 2016 and 2015, respectively.

Prudential Insurance sponsors voluntary savings plans for its employees' 401(k) plans. The plans provide for salary reduction contributions by employees and matching contributions by the Company of up to 4% of annual salary. The Company’s expense for its share of the voluntary savings plan was $2 million for both the three months ended September 30, 2016 and 2015, and $7 million and $6 million for the nine months ended September 30, 2016 and 2015, respectively.

The Company is charged distribution expenses from Prudential Insurance’s agency network for both its domestic life and annuity products through a transfer pricing agreement, which is intended to reflect a market based pricing arrangement.

The Company pays commissions and certain other fees to Prudential Annuities Distributors, Inc. (“PAD”) in consideration for PAD’s marketing and underwriting of the Company’s annuity products. Commissions and fees are paid by PAD to broker-dealers who sell the Company’s products. Commissions and fees paid by the Company to PAD were $182 million and $177 million for the three months ended September 30, 2016 and 2015, respectively, and $546 million and $592 million for the nine months ended September 30, 2016 and 2015, respectively.

59                     

PRUCO LIFE INSURANCE COMPANY

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

Corporate Owned Life Insurance

The Company has sold five Corporate Owned Life Insurance (“COLI”) policies to Prudential Insurance, and one to Prudential Financial. The cash surrender value included in separate accounts for these COLI policies was $3,317 million at September 30, 2016 and $2,873 million at December 31, 2015. Fees related to these COLI policies were $10 million and $13 million for the three months ended September 30, 2016 and 2015, respectively, and $31 million and $34 million for the nine months ended September 30, 2016 and 2015, respectively. The Company retains the majority of the mortality risk associated with these COLI policies. In October 2013, the Company increased the maximum amount of mortality risk on any life to $3.5 million for certain COLI policies.

Derivative Trades

In its ordinary course of business, the Company enters into OTC derivative contracts with an affiliate, PGF. For these OTC derivative contracts, PGF has a substantially equal and offsetting position with an external counterparty. See Note 5 for additional information.

Joint Ventures

The Company has made investments in joint ventures with certain subsidiaries of Prudential Financial. "Other long-term investments" includes $96 million as of September 30, 2016 and $146 million as of December 31, 2015. "Net investment income" related to these ventures includes a gain of $3 million and a loss of $5 million for the three months ended September 30, 2016 and 2015, respectively, and a loss of $0.1 million and $0.0 million for the nine months ended September 30, 2016 and 2015, respectively.

Affiliated Asset Administration Fee Income

The Company has a revenue sharing agreement with AST Investment Services, Inc. ("ASTISI") and Prudential Investments LLC ("Prudential Investments") whereby the Company receives fee income calculated on contractholder separate account balances invested in the Advanced Series Trust. Income received from ASTISI and Prudential Investments related to this agreement was $76 million and $81 million for the three months ended September 30, 2016 and 2015, respectively, and $218 million and $274 million for the nine months ended September 30, 2016 and 2015, respectively. These revenues are recorded as “Asset administration fees” in the Unaudited Interim Consolidated Statements of Operations and Comprehensive Income (Loss).

The Company has a revenue sharing agreement with Prudential Investments, whereby the Company receives fee income based on contractholders’ separate account balances invested in The Prudential Series Fund. Income received from Prudential Investments related to this agreement was $3 million for both the three months ended September 30, 2016 and 2015, and $10 million for both the nine months ended September 30, 2016 and 2015. These revenues are recorded as “Asset administration fees” in the Unaudited Interim Consolidated Statements of Operations and Comprehensive Income (Loss).

Affiliated Investment Management Expenses

In accordance with an agreement with PGIM, Inc. ("PGIM"), the Company pays investment management expenses to PGIM who acts as investment manager to certain Company general account and separate account assets. Investment management expenses paid to PGIM related to this agreement were $3 million and $4 million for the three months ended September 30, 2016 and 2015, respectively, and $12 million and $13 million for the nine months ended September 30, 2016 and 2015, respectively. These expenses are recorded as “Net investment income” in the Unaudited Interim Consolidated Statements of Operations and Comprehensive Income (Loss).

60                     

PRUCO LIFE INSURANCE COMPANY

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

Affiliated Notes Receivable

Affiliated notes receivable included in “Other assets” at September 30, 2016 and December 31, 2015 were as follows:

	Maturity Dates			Interest Rates				September 30, 2016		December 31, 2015
								(in thousands)
U.S. Dollar floating rate notes	2025	-	2026	1.36%	-	2.34	%	$	6,492	$	23,013
U.S. Dollar fixed rate notes (1)	2022	-	2027	0.00%	-	14.85	%	141,215		139,069
Euro-denominated fixed rate notes			2025			2.30	%	559		543
Total long-term notes receivable - affiliated								$	148,266	$	162,625

(1) All long-term notes receivable may be called for prepayment prior to the respective maturity dates under specified circumstances.

The affiliated notes receivable shown above include those classified as loans, and carried at unpaid principal balance, net of any allowance for losses and those classified as available-for-sale securities and other trading account assets carried at fair value. The Company monitors the internal and external credit ratings of these loans and loan performance. The Company also considers any guarantees made by Prudential Insurance for loans due from affiliates.

Accrued interest receivable related to these loans was $1 million at both September 30, 2016 and December 31, 2015, and is included in “Other assets”. Revenues related to these loans were $1 million and $2 million for the three months ended September 30, 2016 and 2015, respectively, and $4 million and $6 million for the nine months ended September 30, 2016 and 2015, respectively, and are included in “Other income.”

Affiliated Asset Transfers

The Company participates in affiliated asset trades with parent and sister companies. Book and market value differences for trades with a parent and sister are recognized within "Additional paid-in capital" (“APIC”) and "Realized investment gains (losses), net", respectively. The table below shows affiliated asset trades for the nine months ended September 30, 2016 and for the year ended December 31, 2015, excluding those related to the Variable Annuities Recapture effective April 1, 2016, as described in Note 1.

Affiliate	Date	Transaction	Security Type	Fair Value		Book Value		APIC, Net of Tax Increase/(Decrease)			Realized Investment Gain/(Loss), Net		Derivative Gain/(Loss)
				(in thousands)
Prudential Insurance	March-15	Purchase	Fixed Maturities & Trading Account Assets	$	91,972	$	73,849	$	(11,780	)	$	0	$	0
Prudential Insurance	June-15	Purchase	Fixed Maturities	$	11,096	$	10,480	$	(401	)	$	0	$	0
Prudential Insurance	March-16	Sale	Fixed Maturities & Short-Term Investments	$	88,783	$	88,875	$	(60	)	$	0	$	0

61                     

PRUCO LIFE INSURANCE COMPANY

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

Debt Agreements

The Company is authorized to borrow funds up to $2.2 billion from affiliates to meet its capital and other funding needs. During the second quarter of 2016, the Company prepaid $125 million of its debt and reassigned all the remaining debt to PALAC as part of the Variable Annuities Recapture. See Note 1 for additional information on the reassignment effective April 1, 2016. The following table provides the breakout of the Company’s short-term and long-term debt with affiliates:

Affiliate	Date Issued	Amount of Notes - September 30, 2016		Amount of Notes - December 31, 2015		Interest Rate					Date of Maturity
		(in thousands)
Prudential Financial	12/15/2011	$	0	$	11,000				3.61	%			12/15/2016
Prudential Financial	12/16/2011	0		11,000					3.61	%			12/16/2016
Prudential Financial	11/15/2013	0		9,000					2.24	%			12/15/2018
Prudential Financial	11/15/2013	0		23,000					3.19	%			12/15/2020
Prudential Insurance	12/6/2013	0		120,000					2.60	%			12/15/2018
Prudential Insurance	12/6/2013	0		130,000					4.39	%			12/15/2023
Prudential Insurance	12/6/2013	0		250,000					3.64	%			12/15/2020
Prudential Insurance	9/25/2014	0		30,000					1.89	%			6/20/2017
Prudential Insurance	9/25/2014	0		40,000					3.95	%			6/20/2024
Prudential Insurance	9/25/2014	0		20,000					2.80	%			6/20/2019
Prudential Insurance	9/25/2014	0		50,000					3.95	%			6/20/2024
Prudential Insurance	9/25/2014	0		50,000					2.80	%			6/20/2019
Prudential Insurance	9/25/2014	0		100,000					3.47	%			6/20/2021
Prudential Insurance	9/25/2014	0		100,000					3.95	%			6/20/2024
Prudential Financial	12/15/2014	0		5,000					2.57	%			12/15/2019
Prudential Financial	12/15/2014	0		23,000					3.14	%			12/15/2021
Prudential Financial	6/15/2015	0		66,000					3.52	%			6/15/2022
Prudential Financial	6/15/2015	0		6,000					2.86	%			6/15/2020
Prudential Financial	9/21/2015	0		158,000		1.09	%	-	1.63	%	6/15/2016	-	6/15/2017
Prudential Financial	9/21/2015	0		132,000		1.40	%	-	1.93	%	12/17/2016	-	12/17/2017
Prudential Financial	9/21/2015	0		26,000		1.40	%	-	1.93	%	12/17/2016	-	12/17/2017
Prudential Financial	12/16/2015	0		5,000					2.85	%			12/16/2020
Prudential Financial	12/16/2015	0		1,000					2.85	%			12/16/2020
Prudential Financial	12/16/2015	0		18,000					3.37	%			12/16/2022
Total Loans Payable to Affiliates		$	0	$	1,384,000

The total interest expense to the Company related to loans payable to affiliates was $0 million and $13 million for the three months ended September 30, 2016 and 2015, respectively, and $13 million and $39 million for the nine months ended September 30, 2016 and 2015, respectively.

Contributed Capital and Dividends

In June and March of 2016, the Company received capital contributions in the amounts of $200 million and $5 million, respectively, from Prudential Insurance. For the year ended December 31, 2015, the Company did not receive any capital contributions.

During the nine months ended September 30, 2016, the Company paid dividends in the amount of $2.6 billion to Prudential Insurance. In September and December of 2015, the Company paid dividends in the amounts of $230 million and $200 million, respectively, to Prudential Insurance.

62                     

PRUCO LIFE INSURANCE COMPANY

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

Reinsurance with affiliates

As discussed in Note 7, the Company participates in reinsurance transactions with certain affiliates.

9.    REVISION TO PRIOR YEAR INFORMATION

Revisions to 2015 Consolidated Financial Statements

The Company identified errors in the calculation of reserves for certain individual life products that impacted several line items within our previously issued consolidated financial statements. Prior period amounts have been revised in the financial statements and related disclosures to correct these errors. Management evaluated these adjustments and concluded they were not material to any previously reported quarterly or annual financial statements.

Management assessed the materiality of the misstatements described above on prior period financial statements in accordance with SEC Staff Accounting Bulletin ("SAB") No. 99, Materiality, codified in ASC 250-10, Accounting Changes and Error Corrections ("ASC 250"), and concluded that these misstatements were not material to any prior annual or interim periods. Accordingly, in accordance with ASC 250 (SAB No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements), the consolidated financial statements as of and for the three and nine months ended September 30, 2015 and also for the year ended December 31, 2015, which are presented herein, have been revised. Similarly, impacted prior periods presented within the Annual Report on Form 10-K for the year ended December 31, 2016 will be revised.

The following are selected line items from the consolidated financial statements illustrating the effects of these revisions:

Consolidated Statements of Financial Position

	December 31, 2015
	As Previously Reported		Revision			As Revised
	(in thousands)
ASSETS
Deferred policy acquisition costs	$	5,111,373	$	18,558		$	5,129,931
Reinsurance recoverables	22,546,361		145,130			22,691,491
TOTAL ASSETS	148,643,945		163,688			148,807,633
LIABILITIES AND EQUITY
LIABILITIES
Future policy benefits	$	15,031,390	$	167,365		$	15,198,755
Policyholders’ account balances	17,164,705		40,119			17,204,824
Income taxes	154,043		(15,404		)	138,639
TOTAL LIABILITIES	144,133,128		192,080			144,325,208
EQUITY
Retained earnings	3,663,539		(28,392		)	3,635,147
TOTAL EQUITY	4,510,817		(28,392		)	4,482,425
TOTAL LIABILITIES AND EQUITY	148,643,945		163,688			148,807,633

63                     

PRUCO LIFE INSURANCE COMPANY

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

Consolidated Statements of Operations and Comprehensive Income (Loss)

	Three Months Ended September 30, 2015									Nine Months Ended September 30, 2015
	As Previously Reported			Revision			As Revised			As Previously Reported		Revision			As Revised
	(in thousands)
REVENUES
Policy charges and fee income	$	547,404		$	(1,060	)	$	546,344		$	1,618,202	$	(2,225	)	$	1,615,977
TOTAL REVENUES	763,484			(1,060		)	762,424			2,199,958		(2,225		)	2,197,733
BENEFITS AND EXPENSES
Policyholders' benefits	112,448			2,738			115,186			228,115		5,835			233,950
Amortization of deferred policy acquisition costs	408,510			(1,212		)	407,298			697,570		(2,544		)	695,026
TOTAL BENEFITS AND EXPENSES	919,188			1,526			920,714			2,021,951		3,291			2,025,242
INCOME (LOSS) FROM OPERATIONS BEFORE INCOME TAXES	(155,704		)	(2,586		)	(158,290		)	178,007		(5,516		)	172,491
Income tax expense (benefit)	(21,601		)	(183		)	(21,784		)	13,451		(770		)	12,681
NET INCOME (LOSS)	(134,103		)	(2,403		)	(136,506		)	164,556		(4,746		)	159,810
COMPREHENSIVE INCOME (LOSS)	(119,879		)	(2,403		)	(122,282		)	95,189		(4,746		)	90,443

Consolidated Statements of Equity

	Retained Earnings							Total Equity
	As Previously Reported		Revision			As Revised		As Previously Reported		Revision			As Revised
	(in thousands)
Balance, December 31, 2015	$	3,663,539	$	(28,392	)	$	3,635,147	$	4,510,817	$	(28,392	)	$	4,482,425

	Retained Earnings							Total Equity
	As Previously Reported		Revision			As Revised		As Previously Reported		Revision			As Revised
	(in thousands)
Balance, December 31, 2014	$	3,580,641	$	(23,497	)	$	3,557,144	$	4,553,985	$	(23,497	)	$	4,530,488
Comprehensive income (loss):
Net income (loss)	164,556		(4,746		)	159,810		164,556		(4,746		)	159,810
Total comprehensive income (loss)								95,189		(4,746		)	90,443
Balance, September 30, 2015	3,515,197		(28,243		)	3,486,954		4,406,994		(28,243		)	4,378,751

64                     

PRUCO LIFE INSURANCE COMPANY

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

Consolidated Statements of Cash Flows

	Nine Months Ended September 30, 2015
	As Previously Reported			Revision			As Revised
	(in thousands)
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES:
Net income (loss)	$	164,556		$	(4,746	)	$	159,810
Future policy benefits	1,107,838			22,551			1,130,389
Reinsurance recoverables	(1,060,191		)	(19,988		)	(1,080,179		)
Deferred policy acquisition costs	248,479			(2,543		)	245,936
Income taxes	(57,552		)	(770		)	(58,322		)
Cash flows from (used in) operating activities	930,246			(5,496		)	924,750
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES:
Policyholders’ account deposits	2,807,379			5,496			2,812,875
Cash flows from (used in) financing activities	101,796			5,496			107,292

65                     

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

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) addresses the consolidated financial condition of Pruco Life Insurance Company, or the “Company,” as of September 30, 2016, compared with December 31, 2015, and its consolidated results of operations for the three and nine months ended September 30, 2016 and 2015. 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, 2015, 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.

Overview

The Company sells variable and fixed annuities, universal life insurance, variable life insurance and term life insurance primarily through affiliated and unaffiliated distributors in the United States.

Variable Annuities Recapture

Through March 31, 2016, the Company reinsured the majority of its variable annuity living benefit guarantees to its affiliated company, Pruco Reinsurance, Ltd. (“Pruco Re”), in order to facilitate the capital markets hedging program for these living benefit guarantees. Effective April 1, 2016, the Company recaptured the risks related to its variable annuity living benefit guarantees that were previously reinsured to Pruco Re. In addition, the Company reinsured the variable annuity base contracts, along with the living benefit guarantees, to Prudential Annuities Life Assurance Corporation (“PALAC”), excluding the Pruco Life Insurance Company of New Jersey (“PLNJ”) business which was reinsured to The Prudential Insurance Company of America (“Prudential Insurance”). These reinsurance agreements cover new and in force business and exclude business reinsured externally. The product risks related to the reinsured business are being managed in PALAC and Prudential Insurance as applicable. These series of transactions are collectively referred to as the "Variable Annuities Recapture."

Regulatory Developments

Resolution Planning

In August 2016 the Board of Governors of the Federal Reserve System (“FRB”) and the Federal Deposit Insurance Corporation (“FDIC”) announced that for non-bank financial companies (“Designated Financial Companies”) supervised by the FRB under the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”), such as Prudential Financial, Inc. ("Prudential Financial") and certain banks required to file annual resolution plans, the next resolution plan filing deadline will be delayed from December 31, 2016 to December 31, 2017.

Capital and Prudential Standards

In June 2016, the FRB issued an advance notice of proposed rulemaking regarding approaches to regulatory capital requirements for institutions supervised by the FRB that are significantly engaged in insurance activities, including Designated Financial Companies. The advance notice invites comments on a “building block approach” and a “consolidated approach” for determining capital requirements, including which approach is appropriate for Designated Financial Companies. The building block approach would aggregate capital resources and requirements across different legal entities to calculate combined qualifying and required capital for the insurance group. The consolidated approach would categorize insurance liabilities, assets and certain other exposures into risk segments, determine consolidated required capital by applying risk factors to the amounts in each segment, define qualifying capital for the consolidated firm, and then compare consolidated qualifying capital to consolidated required capital. The building block approach and the consolidated approach as described in the advance notice of proposed rulemaking are high level concepts for capital standards, and will ultimately need to be defined in detail in any final standards. The comment period for the advance notice closed on September 16, 2016.

Also in June 2016, the FRB issued proposed enhanced prudential standards for Designated Financial Companies relating to corporate governance, risk management, and liquidity risk management. The proposed corporate governance standards would require Designated Financial Companies to establish and maintain a risk committee of the board of directors and appoint a chief risk officer and chief actuary. The proposed risk management standards would require Designated Financial Companies to establish a risk management framework that includes policies, procedures, processes and systems. The proposed liquidity risk management standards would require periodic cash-flow projections, liquidity stress testing and maintenance of a liquidity buffer. The comment period for this proposal closed on August 17, 2016.

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We cannot predict the timing of the issuance or content of final capital requirements or enhanced prudential standards or how the FRB ultimately will apply the final requirements to Prudential Financial. For additional information on FRB supervision, see “Business-Regulation-Dodd-Frank Wall Street Reform and Consumer Protection Act-Regulation as a Designated Financial Company” in our Annual Report on Form 10-K for the year ended December 31, 2015.

Principles Based Reserving

In June 2016, the National Association of Insurance Commissioners (the “NAIC”) adopted a recommendation that will activate a principles-based reserving approach for life insurance products. Principles-based reserving replaces the reserving methods for life insurance products for which the current formulaic basis for reserves may not fully reflect the risks or costs of the liability or obligations of the insurer. The principles-based reserving approach has a three year phase in period. At the Company's discretion, it may be applied to new individual life business beginning as early as January 1, 2017, and must be applied for all new individual life business issued January 1, 2020 and later. The Company may select different implementation dates for different products. Principles-based reserving will not affect reserves for policies in force prior to January 1, 2017. The Company is currently assessing the impact of this new reserving approach on projected statutory reserve levels and product pricing for its portfolio of individual life product offerings.

DOL Fiduciary Rule

In April 2016, the U.S. Department of Labor (“DOL”) issued a final regulation accompanied by new class exemptions and amendments to long-standing exemptions from the prohibited transaction provisions under the Employee Retirement Income Security Act (“ERISA”) (collectively, the “Rules”), with implementation beginning in April 2017, and compliance with certain additional provisions required by January 2018. The Rules redefine who will be considered a “fiduciary” for purposes of transactions with qualified plans, plan participants and Individual Retirement Accounts (“IRAs”), and generally provide that advice to a plan participant or IRA owner will be treated as a fiduciary activity. We are analyzing the Rules’ impact on our operations and have started implementing the necessary adjustments to come into alignment with the Rules’ requirements. In addition, in October 2016, the DOL issued interpretive guidance on the Rules, and we are evaluating whether or not the guidance will affect our implementation plans.

Overall, the Rules will result in increased compliance costs and may create increased exposure to legal claims under certain circumstances, including class actions. We believe the Rules will primarily impact our individual annuities business and our Prudential Advisors distribution system, which we include in the results of our individual life business. Significant aspects of the Rules and their impact on our businesses include the following:

• Prudential Advisors: We are taking the steps we believe are required to comply with the new “best interest contract exemption” for investment advice concerning retirement plans and IRAs including recommendations to purchase products sold to IRAs, which constitutes a significant part of Prudential Advisors’ non-life insurance new business revenues. The Rules state that proprietary products may be sold to IRA owners if certain conditions are met, subject to significant new requirements for this type of sale, and we are evaluating processes to comply with these requirements. The Rules will impose compliance and contract requirements and would give customers a new private right of action for breach of contract that in some circumstances may result in damages and liability under ERISA and the Internal Revenue Code for excise taxes, disgorgement of profit, and other possible remedies. The Rules will lead to changes to compensation and benefit structures, and possibly to our product offerings.

• Annuities: Sales of variable annuities by our retail distributors will be subject to the best interest contract exemption described above, but certain fixed annuities can be subject to a separate exemption or to the best interest contract exemption. As a result of the Rules, certain distributors are announcing that they will restrict the sale of certain types of annuities. In addition, we may need to alter ourproduct design, offerings or pricing to meet the needs of certain distributors who are requesting changes to support their compliance with the Rules. We will need to monitor or potentially limit wholesaling and other sales support and customer service activities to avoid fiduciary status as the manufacturer under the Rules.

Several financial services industry groups have initiated litigation challenging the Rules on both procedural and substantive grounds. The outcome of these litigations may alter whether and how some or all of the Rules are applied to our businesses.

For additional information on the potential impacts of regulation on the Company see “Business-Regulation” and “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2015.

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Revenues and Expenses

The Company earns revenues principally from insurance premiums, mortality and expense fees, asset administration fees from insurance and investment products, and from net investment income on the investment of general account and other funds. The Company earns premiums primarily from the sale of individual life insurance and annuity products. The Company earns mortality and expense fees and asset administration fees primarily from the sale and servicing of universal life insurance and separate account products including variable life insurance and variable annuities. The Company’s operating expenses principally consist of insurance benefits provided and reserves established for anticipated future insurance benefits, general business expenses, reinsurance premiums, commissions and other costs of selling and servicing the various products sold and interest credited on general account liabilities.

Effective February 25, 2013, the Advanced Series Trust (“AST”) adopted a Rule 12b-1 Plan under the Investment Company Act of 1940 with respect to most of the AST portfolios that are offered through the Company’s variable annuity and variable life insurance products. Under the Rule 12b-1 Plan, AST pays an affiliate of the Company for distribution and administrative services. In June 2015, AST received shareholder approval to amend the Rule 12b-1 Plan. Effective July 1, 2015, there was an increase in the amount AST pays the Company's affiliate for distribution and administrative services with respect to these portfolios. However, there was also a reduction in management fees. In addition, due to the revised Rule 12b-1 Plan, the asset administration fees received by the Company from AST Investment Services, Inc., and related distribution expenses of the Company, have decreased.

Profitability

The Company’s profitability depends principally on its ability to price our insurance and annuity products at a level that enables us to earn a margin over the costs associated with providing benefits and administering those products. Profitability also depends on, among other items, our actuarial and policyholder behavior experience on insurance and annuity products, our ability to attract and retain customer assets, generate and maintain favorable investment results, and manage expenses.

See “Risk Factors” in the Company's Annual Report on Form 10-K for the year ended December 31, 2015 for a discussion of risks that have materially affected and may affect in the future the Company’s business, results of operations or financial condition, or cause the Company’s actual results to differ materially from those expected or those expressed in any forward looking statements made by or on behalf of the Company.

Products

Individual Annuities

The Company offers a wide array of annuities, including variable annuities with (1) fixed interest rate allocation options, subject to a market value adjustment, that are registered with the United States Securities and Exchange Commission (the “SEC”) and (2) fixed-rate allocation options not subject to a market value adjustment and not registered with the SEC. The Company also offers fixed annuitization options during the payout phase of its variable annuities.

We offer certain variable annuities that provide our contractholders with tax-deferred asset accumulation together with a base death benefit and a suite of optional guaranteed death and living benefits (including versions with enhanced guaranteed minimum death benefits) and annuitization options. The majority of our currently sold contracts include living benefit guarantee which provides, among other features, the ability to make withdrawals based on the highest daily contract value plus a specified return, credited for a period of time. This guaranteed contract value is a notional amount that forms the basis for determining periodic withdrawals for the life of the contractholder, and cannot be accessed as a lump-sum surrender value. Certain living benefits can also be purchased with a companion death benefit, also based on a highest daily contract value.

The Prudential Premier® Retirement Variable Annuity with Highest Daily Lifetime Income (“HDI”) v. 3.0 offers lifetime income based on the highest daily account value plus a compounded deferral credit. The Prudential Defined Income (“PDI”) Variable Annuity complements other variable annuity products that we offer with the highest daily benefit. PDI provides guaranteed lifetime withdrawal payments, but restricts contractholder investments to a single bond fund sub-account within the separate accounts. PDI includes a living benefit guarantee which provides for a specified lifetime income withdrawal rate applied to the initial premium paid, subject to daily roll-up increases until lifetime withdrawals commence, but does not have the highest daily feature.

We also offer annuities without guaranteed living benefits. We offer the Prudential Premier® Investment Variable Annuity, which offers tax-deferred asset accumulation, annuitization options and an optional death benefit that guarantees the contractholder’s beneficiary a return of the greater of account value or total purchase payments made to the contract, adjusted for any partial withdrawals, upon death.

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Excluding our PDI product, the majority of our variable annuities generally provide our contractholders with the opportunity to allocate purchase payments to sub-accounts that invest in underlying mutual funds managed by our affiliates ("proprietary") or a mix of proprietary and non-proprietary mutual funds, frequently under asset allocation programs. Certain products also allow or require allocation to fixed-rate accounts that are backed by investments in the general account and are credited with interest at rates we determine, subject to certain minimums. We also offer fixed annuities that provide a guarantee of principal and interest credited at rates we determine, subject to certain contractual minimums. Certain allocations made in the fixed-rate accounts of our variable annuities and certain fixed annuities impose a market value adjustment if the allocation in the fixed rate account or contract is not held to maturity.

In addition, most contracts also guarantee the contractholders' beneficiary a return of the greater of account value or total purchase payments made to the contract, adjusted for any partial withdrawals, upon death. Certain in force contracts include guaranteed benefits which are not currently offered, such as annuitization benefits based on a guaranteed notional amount and benefits payable at specified dates after the accumulation period.

The Company's in force business includes both variable and fixed annuities that may include guaranteed living benefits riders (e.g., guaranteed minimum income benefits (“GMIB”), guaranteed minimum accumulation benefits (“GMAB”), guaranteed minimum withdrawal benefits (“GMWB”), and guaranteed minimum income and withdrawal benefits (“GMIWB”)), and/or guaranteed minimum death benefits (“GMDB”).

The reserves for GMDB and GMIB are calculated based on best estimates applying our actuarial and capital markets return assumptions in accordance with an insurance fulfillment accounting framework whereby a liability is established over time representing the portion of fees collected that is expected to be used to satisfy the obligation to pay benefits in future periods.

In contrast, certain of our guaranteed living benefit riders (e.g., GMAB, GMWB and GMIWB) are accounted for as embedded derivatives and reported using a fair value accounting framework. These benefit features are carried at fair value based on estimates of assumptions a market participant would use in valuing these embedded derivatives and the change in fair value during each reporting period is recorded within “Realized investment gains (losses), net”.

As mentioned below, in addition to our asset transfer feature, we manage certain risks associated with our variable annuity products through affiliated and unaffiliated reinsurance agreements. Through March 31, 2016, we reinsured the majority of our variable annuity living benefit guarantees to an affiliated reinsurance company, Pruco Re. The living benefits hedging program was primarily executed within Pruco Re to manage capital markets risk associated with the reinsured living benefit guarantees. Effective April 1, 2016, the Company recaptured the risks related to its variable annuity living benefit guarantees that were previously reinsured to Pruco Re. In addition, the Company reinsured the variable annuity base contracts, along with the living benefit guarantees, to PALAC, excluding PLNJ business which was reinsured to Prudential Insurance. This reinsurance agreement covers new and in force business and excludes business reinsured externally. The product risks related to the business reinsured to PALAC are being managed in PALAC and the product risks related to the business reinsured to Prudential Insurance are being managed in Prudential Insurance. In addition, the living benefits hedging program related to the reinsured living benefit guarantees is being managed within PALAC or Prudential Insurance, as applicable.

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 market 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 currently manage our exposure to certain risks driven by capital markets fluctuations primarily through a combination of three strategies described below including Product Design Features, External Reinsurance and an Asset Liability Management ("ALM") Strategy.

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Product Design Features

A portion of the variable annuity contracts that we offer include 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 asset transfer feature associated with currently-sold highest daily benefit products uses a designated bond fund sub-account within the separate accounts. The transfers are based on a static mathematical formula used with the particular benefit which considers a number of factors, including, but not limited to, the impact of investment performance on the contractholder’s total account value. The objective of the asset transfer feature is to reduce our exposure to equity market risk and market volatility. Other product design features we utilize include, among others, asset allocation restrictions, minimum issuance age requirements and certain limitations on the amount of contractholder deposits, as well as a required allocation to our general account for certain of our products. We have also introduced products that diversify our risk profile and have incorporated provisions in product design allowing frequent revisions of key pricing elements. 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.

External Reinsurance

Effective April 1, 2015, we entered into an agreement with Union Hamilton Reinsurance, Ltd. ("Union Hamilton"), an external counterparty, to reinsure approximately 50% of the HDI v. 3.0, the newest version of our variable annuity with a "highest daily" living benefits guarantee. This reinsurance agreement covers most new HDI v. 3.0 variable annuity business issued between April 1, 2015 and December 31, 2016 on a quota share basis, until Union Hamilton's quota share reaches $5.0 billion of new rider premiums through December 31, 2016. From April 1, 2015 through September 30, 2016, approximately $2.6 billion of new rider premiums were ceded to Union Hamilton under this agreement.

Asset Liability Management Strategy (including fixed income instruments and derivatives)

Under the Company's historical hedging program to manage certain capital market risks associated with certain variable annuity living benefit guarantees, the Company utilized the U.S. GAAP valuation, and incorporated certain modifications, in order to derive a hedge target that was more reflective of the Company's best estimate of future benefit payments, net of fees collected. Derivative positions were entered into that sought to offset the change in value of the hedge target.

During the third quarter of 2016, PALAC and Prudential Insurance implemented a new ALM strategy that utilizes a combination of both traditional fixed income instruments and derivatives to defray potential claims associated with the variable annuity living benefit guarantees. Under the revised strategy, expected living benefit claims under less severe market conditions are managed through the accumulation of fixed income instruments and potential living benefit claims resulting from more severe market conditions are hedged using derivative instruments. PALAC and Prudential Insurance expect the revised strategy to result in more efficient management of its capital and liquidity associated with these products while continuing to mitigate fluctuations in net income due to capital markets movements. Since the ALM strategy is conducted in PALAC and Prudential Insurance, the results of the strategy do not directly impact the Company's results of operations or financial condition.

The change in hedge strategy had no impact on how we value or account for the living benefit guarantees under U.S. GAAP.

Product Specific Risks and Risk Mitigants

For certain living benefits guarantees, claims will primarily represent the funding of contractholder lifetime withdrawals after the cumulative withdrawals have first exhausted the contractholder account value. Due to the age of the in force block, limited claim payments have occurred to date, and they are not expected to increase significantly within the next five years, based upon current assumptions. The timing and amount of future claims will depend on actual returns on contractholder account value and actual contractholder behavior relative to our assumptions. The majority of our current living benefits guarantees provide for guaranteed lifetime contractholder withdrawal payments inclusive of a “highest daily” contract value guarantee.

The majority of our variable annuity contracts with living benefits guarantees, include risk mitigants in the form of an asset transfer feature and/or inclusion in the ALM strategy within PALAC and Prudential Insurance. The risks associated with the guaranteed benefits of certain legacy products that were sold prior to our implementation of the asset transfer feature are also managed through our ALM strategy within PALAC and Prudential Insurance. Certain legacy GMAB products include the asset transfer feature, but are not included in the ALM strategy.

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For our GMDBs, we provide a benefit payable in the event of death. Our base GMDB is generally equal to a return of cumulative deposits adjusted for any partial withdrawals. Certain products include an optional enhanced GMDB based on the greater of a minimum return on the contract value or an enhanced value. We have retained the risk that the total amount of death benefit payable may be greater than the contractholder account value. However, a substantial portion of the account values associated with GMDBs are subject to an asset transfer feature because the contractholder also selected a living benefit guarantee which includes an asset transfer feature. All of the variable annuity account values with living benefit guarantees also contain GMDBs. The living and death benefit features for these contracts cover the same insured life and, consequently, we have insured both the longevity and mortality risk on these contracts.

Term Life Insurance

The Company offers a variety of term life insurance products, which represent 66% of our net individual life insurance in force at September 30, 2016, that provide coverage for a specified time period. Most term products include a conversion feature that allows the policyholder to convert the policy into permanent life insurance coverage. The Company also offers term life insurance that provides for a return of premium if the insured is alive at the end of the level premium period. There continues to be significant demand for term life insurance protection.

Variable Life Insurance

The Company offers a number of individual variable life insurance products, which represent 19% of our net individual life insurance in force at September 30, 2016, that give the policyholder the flexibility to change both the death benefit and premium payments, and provide the potential to earn returns linked to an underlying investment portfolio that the policyholder selects. The policyholder generally can make deposits for investments in a fixed-rate option which is part of our general account or in separate account investment options consisting of equity and fixed income funds. Funds invested in the fixed-rate option provide a guarantee of principal and are credited with interest at rates that we determine, subject to certain contractual minimums. In the separate accounts, the policyholder bears the fund performance risk. The Company also offers a variable life product that has an optional flexible guarantee against lapse where policyholders can select the guarantee period. A number of our currently offered variable life products offer a policy rider that allows death benefits to be accelerated to the policyholder during a chronic or terminal illness, under certain contractual requirements. While variable life insurance continues to be an important product, marketplace demand continues to favor term and universal life insurance. A meaningful portion of the Company's individual life insurance profits, however, is associated with our large in force block of variable life insurance policies.

Universal Life Insurance

The Company offers universal life insurance products that feature flexible premiums and a crediting rate that we determine, subject to certain contractual minimums. Guaranteed universal life products, which represent 12% of our net individual life insurance in force at September 30, 2016, provide a guarantee of death benefits to remain in force when a policy would otherwise lapse due to insufficient cash value. The Company also offers other universal life insurance products, which represent 3% of our net individual life insurance in force at September 30, 2016. These include products that allow the policyholders to allocate all or a portion of their account balance into an index account. The index account provides interest or an interest component linked to, but not an investment in, S&P 500 index performance over the following year, subject to certain participation rates and contractual minimums and maximums. Most of our universal life products now offer a policy rider that allows death benefits to be accelerated to the policyholder during a chronic or terminal illness, under certain contractual requirements. Mortality and expense margins and net interest spread impact profits from universal life insurance.

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Accounting Policies & Pronouncements

Application of Critical Accounting Estimates

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

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

• Deferred policy acquisition costs (“DAC”) and other costs, including deferred sales inducements (“DSI”);

• Valuation of investments, including derivatives, and the recognition of other-than-temporary impairments ("OTTI");

• Policyholder liabilities;

• Reinsurance recoverables;

• Taxes on income; and

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

DAC and Other Costs

DAC and other costs associated with the variable and universal life policies and the variable and fixed annuity contracts are generally amortized over the expected life of these policies in proportion to total gross profits. Total gross profits include both actual gross profits and estimates of gross profits for future periods. In calculating gross profits, we consider mortality, persistency, and other elements as well as rates of return on investments associated with these contracts and the cost related to our guaranteed minimum death benefits ("GMDB") and guaranteed minimum income benefits ("GMIB"). For variable annuities, gross profits and amortization rates also include the impacts of the embedded derivatives associated with certain of the living benefit features of our variable annuity contracts and related hedging activities. In calculating amortization expense, we estimate the amounts of gross profits that will be included in our U.S. GAAP results and utilize these estimates to calculate amortization rates and expense amounts. In addition, in calculating gross profits, we include the profits and losses related to contracts issued by the Company that are reported in affiliated legal entities other than the Company as a result of, for example, reinsurance agreements with those affiliated entities. The Company is an indirect subsidiary of Prudential Financial (an SEC registrant) and has extensive transactions and relationships with other subsidiaries of Prudential Financial, including reinsurance agreements, as discussed in Note 8 to the Unaudited Interim Consolidated Financial Statements. Incorporating all product-related profits and losses in gross profits, including those that are reported in affiliated legal entities, produces a DAC amortization pattern representative of the total economics of the products. For a further discussion of the amortization of DAC and other costs, see “Results of Operations”.

The near-term future equity rate of return assumptions used in evaluating DAC and other costs for our domestic variable annuity and variable life insurance products are 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%, we use our maximum future rate of return. As of September 30, 2016, our variable annuities and variable life insurance businesses assume an 8% long-term equity expected rate of return and a 5.9% near-term mean reversion equity rate of return.

The weighted average rate of return assumptions consider many factors specific to each business, including asset durations, asset allocations and other factors. We generally update the near-term equity rates of return and our estimate of total gross profits each quarter to reflect the result of the reversion to the mean approach. We generally update the future interest rates used to project fixed income returns annually and in any quarter when interest rates vary significantly from these assumptions. These market performance related adjustments to our estimate of total gross profits result in cumulative adjustments to prior amortization, reflecting the application of the new required rate of amortization to all prior periods’ gross profits.

For additional information on our policies for DAC and other costs and for the remaining critical accounting estimates listed above, see our Annual Report on Form 10-K for the year ended December 31, 2015, under “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Accounting Policies & Pronouncements-Application of Critical Accounting Estimates”.

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Adoption of New Accounting Pronouncements

See Note 2 to our Unaudited Interim Consolidated Financial Statements for a discussion of newly adopted accounting pronouncements.

Changes in Financial Position

September 30, 2016 versus December 31, 2015

Total assets increased $10.0 billion, from $148.8 billion at December 31, 2015 to $158.8 billion at September 30, 2016. Significant components were:

• Reinsurance recoverables increased $9.1 billion from $22.7 billion at December 31, 2015 to $31.8 billion at September 30, 2016. The increase was primarily driven by the reinsured liability for variable annuity living benefit embedded derivatives primarily resulting from an increase in the present value of future expected benefit payments driven by declining interest rates, and ceded policyholders' account balances related to the reinsurance of the Company's variable annuity contracts, as described within the Variable Annuities Recapture. Also, contributing to the increase was the impact of term and universal life business growth and the Hartford GUL business ceded to PAR U, which increased ceded reserves and ceded policyholders’ account balances.

• Separate account assets increased $7.5 billion from $109.3 billion at December 31, 2015 to $116.8 billion at September 30, 2016, primarily driven by favorable fund performance.

• Other assets increased $0.2 billion from $0.1 billion at December 31, 2015 to $0.3 billion at September 30, 2016, primarily driven by the deferred loss on reinsurance related to the reinsurance of the Company's variable annuity contracts as part of the Variable Annuities Recapture.

Partially offsetting these increases in total assets were the following items:

• DAC and DSI decreased $4.6 billion from $5.8 billion at December 31, 2015 to $1.2 billion at September 30, 2016, primarily driven by the ceding of the DAC and DSI balances to PALAC and Prudential Insurance as a result of the Variable Annuities Recapture.

• Total investments and cash and cash equivalents decreased $2.2 billion from $10.6 billion at December 31, 2015 to $8.4 billion at September 30, 2016, primarily driven by the Variable Annuities Recapture, partially offset by universal life and term life premiums.

Total liabilities increased $11.7 billion, from $144.3 billion at December 31, 2015 to $156.0 billion at September 30, 2016. Significant components were:    

• Separate account liabilities increased $7.5 billion, corresponding to the increase in separate account assets described above.

• Future policy benefits increased $4.9 billion from $15.2 billion at December 31, 2015 to $20.1 billion at September 30, 2016, primarily driven by the mark-to-market of the liability for living benefit embedded derivatives, as described above, and an increase in GMDB reserves associated with the Hartford GUL business, universal life business and higher reserves supporting term life business growth.

• Policyholders’ account balances increased $0.8 billion from $17.2 billion at December 31, 2015 to $18.0 billion at September 30, 2016, primarily driven by universal life business growth.

Partially offsetting these increases in total liabilities were the following items:

• The total debt to affiliates balance of $1.4 billion at December 31, 2015 was reassigned to PALAC and Prudential Insurance as a result of the Variable Annuities Recapture.

Total equity decreased by $1.7 billion from $4.5 billion at December 31, 2015 to $2.8 billion at September 30, 2016, primarily reflecting a recapture loss as a result of the Variable Annuities Recapture.

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Results of Operations

Income (loss) from Operations before Income Taxes

2016 to 2015 Three Months Comparison.

Income (loss) from operations before income taxes increased $0.2 billion from a loss of $0.2 billion in the third quarter of 2015 to income of $0.0 billion in the third quarter of 2016. Amortization of DAC and other costs and reserves, resulted in a net charge of $0.6 billion in the third quarter of 2015 primarily driven by the impacts of changes in the estimated profitability of the business which reflect the impact of NPR gains due to widening credit spreads and declining interest rates as well as base amortization. The decrease in DAC and other costs in the third quarter of 2016 and a decline in net fee income of $0.4 billion driven by ceded policy charges and fee income to PALAC and Prudential Insurance reflect the impact of the Variable Annuities Recapture.

2016 to 2015 Nine Months Comparison.

Income from operations before income taxes increased $0.2 billion from $0.2 billion in the first nine months of 2015 to $0.4 billion in the first nine months of 2016. This was primarily driven by a favorable variance of $1.0 billion in realized investment gains (losses) consisting of a gain of $0.7 billion from the recapture of the living benefit guarantee from Pruco Re, and subsequent ceding of the variable annuities business to PALAC and Prudential Insurance, as part of the Variable Annuities Recapture. Also contributing to the above was a favorable variance of $0.2 billion driven by the results of the reinsured embedded derivative related to the no-lapse guarantee. This was partially offset by an unfavorable variance of $0.8 billion from a decline in net fee income driven by ceded policy charges and fee income to PALAC and Prudential Insurance reflecting the impact of the Variable Annuities Recapture.

Revenues, Benefits and Expenses

2016 to 2015 Three Months Comparison

Revenues decreased $0.6 billion from $0.8 billion in the third quarter of 2015 to $0.2 billion in the third quarter of 2016, primarily driven by a decline in policy charges and fee income and asset administration fees of $0.6 billion primarily due to the Variable Annuities Recapture.

Benefits and expenses decreased $0.7 billion from $0.9 billion in the third quarter of 2015 to $0.2 billion in the third quarter of 2016, primarily driven by a favorable variance in amortization of deferred policy acquisition costs, interest credited to policyholders’ account balances, and general, administrative and other expenses, primarily due to the Variable Annuities Recapture as discussed above.

2016 to 2015 Nine Months Comparison

Revenues decreased $1.0 billion from $2.2 billion in the first nine months of 2015 to $1.2 billion in the first nine months of 2016, primarily driven by a decline in policy charges and fee income, and asset administration fees of $1.1 billion primarily due to the Variable Annuities Recapture. Premiums decreased $0.9 billion due to consideration for the recapture and subsequent ceding of the variable annuity business, partially offset by an increase in realized investment gains (losses) of $1.0 billion as described above.

Benefits and expenses decreased $1.2 billion from $2.0 billion in the first nine months of 2015 to $0.8 billion in the first nine months of 2016, primarily driven by a favorable variance in general, administrative and other expenses of $0.6 billion primarily driven by ceded trail commissions and the deferral of the loss on reinsurance. Policyholders' benefits decreased $0.5 billion due to ceded GMDB and GMIB reserves as a result of the Variable Annuities Recapture. Amortization of deferred policy acquisition costs, and interest credited to policyholders' account balances decreased $0.1 billion primarily due to a decrease in DAC and other costs driven by the Variable Annuities Recapture.

Income Taxes

The income tax provision amounted to a benefit of $75 million and an expense of $13 million for the nine months ended September 30, 2016 and 2015, respectively. Although year-to-date pretax income increased in the nine months ended September 30, 2016 compared to the same period in 2015, income tax provision decreased because the effective tax rate used in the calculation of income tax provision for September 30, 2016 interim reporting decreased primarily as a result of the recapture and reinsurance transaction of variable annuity contracts between Prudential affiliates in 2016.

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The Company's liability for income taxes includes the liability for unrecognized tax benefits, interest and penalties which relate to tax years still subject to review by the Internal Revenue Service (“IRS”) or other taxing authorities. Audit periods remain open for review until the statute of limitations has passed. Generally, for tax years which produce net operating losses, capital losses or tax credit carryforwards (“tax attributes”), the statute of limitations does not close, to the extent of these tax attributes, until the expiration of the statute of limitations for the tax year in which they are fully utilized. The completion of review or the expiration of the statute of limitations for a given audit period could result in an adjustment to the liability for income taxes.

The Company does not anticipate any significant changes within the next 12 months to its total unrecognized tax benefits related to tax years for which the statute of limitations has not expired.

As of September 30, 2016, the Company remains subject to examination in the U.S. for tax years 2009 through 2015.

The dividends received deduction (“DRD”) reduces the amount of dividend income subject to U.S. tax and is a significant component of the difference between the Company’s effective tax rate and the federal statutory tax rate of 35%. The DRD for the current period was estimated using information from 2015 and current year results, and was adjusted to take into account the current year’s equity market performance and expected business results. The actual current year DRD can vary from the estimate based on factors such as, but not limited to, changes in the amount of dividends received that are eligible for the DRD, changes in the amount of distributions received from mutual fund investments, changes in the account balances of variable life and annuity contracts, and the Company’s taxable income before the DRD.

There is a possibility that the IRS and the U.S. Treasury will address, through guidance, their issues related to the calculation of the DRD. For the last several years, revenue proposals included in the Obama Administration's budgets have included proposed changes to the method used to determine the amount of the DRD. A change in the DRD, including the possible retroactive or prospective elimination of this deduction through guidance or legislation, could increase actual tax expense and reduce the Company’s net income.

For tax years 2009 through 2016, the Company is participating in the IRS’s Compliance Assurance Program (“CAP”). Under CAP, the IRS assigns an examination team to review completed transactions as they occur in order to reach agreement with the Company on how they should be reported in the relevant tax returns. If disagreements arise, accelerated resolution programs are available to resolve the disagreements in a timely manner before the tax returns are filed.

Liquidity and Capital Resources

This section supplements and should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources” included in our Annual Report on Form 10-K for the year ended December 31, 2015.

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, our ability to borrow from affiliates and our access to the capital markets through affiliates as described herein.

Effective and prudent liquidity and capital management is a priority across the organization. Management monitors the liquidity of Prudential Financial, Prudential Insurance and the Company on a daily basis and projects borrowing and capital needs over a multi-year time horizon through our periodic planning process. We believe that cash flows from the sources of funds available to us are sufficient to satisfy the current liquidity requirements of Prudential Insurance, Prudential Financial and the Company, including under reasonably foreseeable stress scenarios. Prudential Financial has a capital management framework in place that governs the allocation of capital and approval of capital uses. Prudential Financial and the Company also employ a “Capital Protection Framework” to ensure the availability of capital resources to maintain adequate capitalization and competitive risk-based capital ("RBC") ratios under various stress scenarios.

Prudential Financial is a Designated Financial Company under Dodd-Frank. As a Designated Financial Company, Prudential Financial is subject to supervision and examination by the Federal Reserve Bank of Boston and to stricter prudential regulatory standards, which include or will include requirements and limitations (many of which are the subject of ongoing rule-making) relating to capital, leverage, liquidity, stress-testing, overall risk management, resolution and recovery plans, credit exposure reporting, early remediation, management interlocks, and credit concentration. They may also include standards regarding enhanced

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public disclosure, short-term debt limits, and other related subjects. In addition, the Financial Stability Board ("FSB") has identified Prudential Financial as a global systemically important insurer (“G-SII”). For information on these regulatory initiatives and their potential impact on us, see “Overview-Regulatory Developments-Capital and Prudential Standards" above and "Business-Regulation” and “Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, 2015.

Through March 31, 2016, the Company reinsured the majority of its variable annuity living benefit guarantees to an affiliated company, Pruco Re, in order to facilitate the capital markets hedging program for these living benefit guarantees. Effective April 1, 2016, the Company recaptured the risks related to its variable annuity living benefit guarantees that were previously reinsured to Pruco Re and reinsured the variable annuity base contracts, along with the living benefit guarantees, to PALAC, excluding the PLNJ business which was reinsured to Prudential Insurance.

Capital

Our capital management framework is primarily based on statutory risk based capital measures. The RBC ratio is a primary measure of the capital adequacy of the Company. RBC is calculated based on statutory financial statements and risk formulas consistent with the practices of the National Association of Insurance Commissioners (“NAIC”). RBC considers, among other things, risks related to the type and quality of the invested assets, insurance-related risks associated with an insurer’s products and liabilities, interest rate risks and general business risks. RBC ratio calculations are intended to assist insurance regulators in measuring an insurer’s solvency and ability to pay future claims. The reporting of RBC measures is not intended for the purpose of ranking any insurance company or for use in connection with any marketing, advertising or promotional activities, but is available to the public. The RBC ratio is an annual calculation; however, as of September 30, 2016 we estimate that the Company’s RBC ratio exceeds the minimum level required by applicable insurance regulations.

The regulatory capital level of the Company can be materially impacted by interest rate and equity market fluctuations, changes in the values of derivatives, the level of impairments recorded, credit quality migration of the investment portfolio, and business growth, among other items. In addition, the reinsurance of business or the recapture of business subject to reinsurance arrangements could negatively impact regulatory capital levels. The Company’s regulatory capital level is also affected by statutory accounting rules, which are subject to change by each applicable insurance regulator.

Capital Protection Framework

Prudential Financial employs a “Capital Protection Framework” (the "Framework”) to ensure that sufficient capital resources are available to maintain adequate capitalization and competitive RBC ratios and solvency margins under various stress scenarios. The Framework incorporates the potential impacts from market related stresses, including equity markets, real estate, interest rates, and credit losses. The Framework addresses the potential capital consequences, under stress scenarios, of certain of these net risks and the strategies we use to mitigate them, including equity market exposure affecting the statutory capital of the Company and Prudential Financial as a whole, which is managed through Prudential Financial's equity hedge program and on-balance sheet and contingent sources of capital.

The hedging strategy is periodically recalibrated in response to changing market conditions. The Framework accommodates periodic volatility within ranges that are deemed acceptable, while also providing for additional potential sources of capital, including on-balance sheet capital, derivatives, and contingent sources of capital. Although Prudential Financial continues to enhance its approach, we believe we currently have access to sufficient resources, either directly, or indirectly through Prudential Financial, to maintain adequate capitalization and a competitive RBC ratio under a range of potential stress scenarios.

Affiliated Captive Reinsurance Companies

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources-Capital-Affiliated Captive Reinsurance Companies” included in our Annual Report on Form 10-K for the year ended December 31, 2015 for a discussion of our use of captive reinsurance companies.

Effective April 1, 2016, we recaptured the risks related to our variable annuity living benefit guarantees that were previously reinsured to Pruco Re, as discussed above in the Variable Annuities Recapture.

Liquidity

Our liquidity is managed to ensure stable, reliable and cost-effective sources of cash flows to meet all of our obligations. Liquidity is provided by a variety of sources, as described more fully below, including portfolios of liquid assets. Our investment portfolios are integral to the overall liquidity of the Company. We use a projection process for cash flows from operations to ensure sufficient

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liquidity to meet projected cash outflows, including claims. The impact of Prudential Funding, LLC’s financing capacity on liquidity (as described below) is considered in the internal liquidity measures of the Company.

Liquidity is measured against internally-developed benchmarks that take into account the characteristics of both the asset portfolio and the liabilities that they support. 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 liquidity under various stress scenarios. We continue to believe that cash generated by ongoing operations and the liquidity profile of our assets provide sufficient liquidity under reasonably foreseeable stress scenarios.

The principal sources of the Company’s liquidity are premiums and certain annuity considerations, investment and fee income, investment maturities and sales as well as internal borrowings. The principal uses of that liquidity include benefits, claims, and payments to policyholders and contractholders in connection with surrenders, withdrawals and net policy loan activity. Other uses of liquidity include commissions, general and administrative expenses, purchases of investments, the payment of dividends to the parent company, hedging activity and payments in connection with financing activities.

Liquid assets include cash and cash equivalents, short-term investments, fixed maturities that are not designated as held-to-maturity and public equity securities. As of September 30, 2016 and December 31, 2015 the Company had liquid assets of $5,810 million and $7,383 million, respectively. The portion of liquid assets comprised of cash and cash equivalents and short-term investments was $120 million and $425 million as of September 30, 2016 and December 31, 2015, respectively. As of September 30, 2016, $5,228 million, or 93%, of the fixed maturity investments in Company general account portfolios were rated high or highest quality based on NAIC or equivalent rating. The remaining $403 million, or 7%, of these fixed maturity investments were rated other than high or highest quality.

Prudential Financial and Prudential Funding, LLC, or Prudential Funding, a wholly-owned subsidiary of Prudential Insurance, borrow funds in the capital markets primarily through the direct issuance of commercial paper. The borrowings serve as an additional source of financing to meet our working capital needs. Prudential Funding operates under a support agreement with Prudential Insurance whereby Prudential Insurance has agreed to maintain Prudential Funding’s positive tangible net worth at all times.

Affiliated captive reinsurance companies are used to finance the portion of the statutory reserves required to be held under Regulation XXX and Guideline AXXX that is considered non-economic. The financing arrangements involve term and universal life business we reinsure to our affiliated captive reinsurers. The surplus notes issued by those captives are treated as capital for statutory purposes. As of September 30, 2016, our affiliated captive reinsurance companies have entered into agreements with external counterparties providing for the issuance of up to $8.85 billion of surplus notes in return for the receipt of credit-linked notes. Under the agreements, the captive receives in exchange for the surplus notes one or more credit-linked notes issued by a special-purpose affiliate 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. As of September 30, 2016, an aggregate of $6.89 billion of surplus notes was outstanding under our Credit-Linked Note Structures, reflecting an increase of $392 million from December 31, 2015.

In addition, as of September 30, 2016, our affiliated captive reinsurance companies had outstanding an aggregate of $3.4 billion of debt issued for the purpose of financing Regulation XXX and Guideline AXXX non-economic reserves, of which approximately $1.5 billion relates to Regulation XXX reserves and approximately $1.9 billion relates to Guideline AXXX reserves, and all of which was issued directly by or guaranteed by Prudential Financial. Under certain of the financing arrangements pursuant to which this debt was issued, Prudential Financial has agreed to make capital contributions to the applicable captive reinsurance company to reimburse it for investment losses or to maintain its capital above prescribed minimum levels. In addition, as of September 30, 2016, for purposes of financing Guideline AXXX reserves, our affiliated captives had outstanding approximately $4.0 billion of surplus notes that were issued to Prudential Financial in exchange for promissory notes of affiliates guaranteed by Prudential Financial.

In December 2014, the NAIC adopted a new actuarial guideline, known as “AG 48,” that governs the reinsurance of term and universal life insurance business to captives by prescribing requirements for the types of assets that may be held by captives to support the reserves. The requirements in AG 48 became effective on January 1, 2015, and apply in respect of term and certain universal life insurance policies written from and after January 1, 2015, or written prior to January 1, 2015 but not included in a captive reserve financing arrangement as of December 31, 2014. AG 48 requires our captive affiliates to hold cash and rated securities in greater amounts than they previously held to support economic reserves for certain of the term and universal life policies. While we continue to work with regulators and industry participants on potential long-term solutions, our affiliated captives have funded the additional requirement for 2015 using a combination of existing assets and newly purchased assets sourced from affiliated financing and believe our affiliated captives have sufficient affiliated resources to finance the additional asset requirement through 2016.

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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 September 30, 2016, there have been no material changes in our economic exposure to market risk from December 31, 2015, a description of which may be found in our Annual Report on Form 10-K for the year ended December 31, 2015, Item 7A, “Quantitative and Qualitative Disclosures about Market Risk,” filed with the SEC. See Item 1A, “Risk Factors” included in the Annual Report on Form 10-K for the year ended December 31, 2015, 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 Securities Exchange Act of 1934, as amended (“Exchange Act”) Rule 13a-15(e), as of September 30, 2016. Based on such evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of September 30, 2016, 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 September 30, 2016, 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 6 to the Unaudited Interim Consolidated Financial Statements under “—Litigation and Regulatory Matters” for a description of material 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, 2015. These risks could materially affect our business, results of operations or financial condition or cause our actual results to differ materially from those expected or those expressed in any forward looking statements made by or on behalf of the Company. These risks are not exclusive, and additional risks to which we are subject include, but are not limited to, the factors mentioned under “Forward-Looking Statements” above and the risks of our businesses described elsewhere in this Quarterly Report on Form 10-Q.

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Item 6. Exhibits

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.
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.

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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.

Pruco Life Insurance Company
By:	/s/    Yanela C. Frias
Name:	Yanela C. Frias
	Vice President and Chief Financial Officer
	(Authorized Signatory and Principal Financial Officer)

Date: November 10, 2016

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