Prudential Financial (PRU) 10-K risk factor changes: FY2022 vs FY2021

[removed: These risks are not exclusive, and additional] [added: 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 Annual Report on Form 10-K.

[removed: Strategic] [added: The Company’s] risks [removed: can] [added: include investment, insurance, market, liquidity, and operational risk, as well as strategic risks that may] cause the Company’s [removed: fundamental] [added: core] business model to change, either through a shift in the businesses in which it is engaged or a change in execution.

[removed: These risks, as well as the sub-risks that may impact the Company,] [added: The Company’s risks] are [added: further] discussed below.

[removed: The Company’s] [added: Our] risk management framework is described under “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Risk Management.”

[added: Additionally, our valuation of] investments may include methodologies, inputs and assumptions which are subject to change and different interpretation and could result in changes to investment valuations that may materially impact our results of operations or financial condition.

Assets [removed: for which] [added: with less] price transparency [removed: is more opaque] include private equity (joint ventures/limited partnerships) and direct real estate.

As these investments typically do not trade on public markets and indications of realizable market value may not be [removed: readily available, valuations can be infrequent and/or more volatile.]

A sustained decline in public equity and alternative markets may reduce the returns earned by our investment portfolio through [removed: lower than expected] [added: lower-than-expected] dividend income, property operating income, and capital gains, thereby adversely impacting earnings, capital, and product pricing assumptions.

If it is necessary to sell assets at a loss, our results [added: of operations and financial condition could be adversely impacted.]

- *Mortality calamity* is the risk that mortality rates in a single year deviate adversely from what is expected as the result of pandemics, [removed: such as the COVID-19 pandemic, as discussed below,] natural or man-made disasters, military actions or terrorism.

Mortality calamity risk is more pronounced in respect of specific geographic areas (including major metropolitan centers, where we have concentrations of customers, including under group and individual life [removed: insurance),] [added: insurance,] concentrations of employees or significant [removed: operations,] [added: operations)] and in respect of countries and regions in which we operate that are subject to a greater potential threat of military action or conflict.

Mortality trend is a long-term risk [removed: in] that [removed: it can] [added: could] emerge gradually over time.

We may also benefit from offsetting impacts between our mortality and longevity products in adverse mortality or longevity [removed: scenarios, however] [added: scenarios; however,] the extent of this offset may vary.

We are [removed: primarily] exposed to morbidity incidence risk [added: primarily] through [added: the] short-term [removed: disability products,] [added: disability,] long-term disability [removed: products,] [added: and] long-term care [removed: products,] [added: products in the U.S.,] and [added: through] the accident and health products [removed: we sell] in Japan.

Certain of our insurance products are subject to policyholder behavior risk, which is the risk that actual policyholder behavior deviates adversely from what is expected. [removed: Policyholder behavior risk includes the following components:]

Products that offer a cash surrender value that resides in the general account, such as [removed: general account stable value] [added: non-participating whole life] products, could pose a potential short-term lapse calamity risk.

- *Policyholder behavior [removed: efficiency*] [added: risk*] is the risk that the behavior of our customers or policyholders deviates adversely from what is expected.

Policyholder behavior [removed: efficiency] risk arises through product features which provide some degree of choice or flexibility for the policyholder, which can impact the amount and/or timing of claims.

In particular, the development of a secondary market for life insurance, including life settlements or “viaticals” and [removed: investor owned] [added: investor-owned] life insurance, and third-party investor strategies in the annuities business, could adversely affect the profitability of existing business and our pricing assumptions for new business.

Policyholder behavior [removed: efficiency] [added: risk] is generally a long-term risk that emerges over time.

Even if permitted under the policy or contract, [removed: we] [added: other factors] may [removed: not be able or willing] [added: impact our decision whether] to raise premiums or adjust other charges sufficiently, or at all.

Derivative instruments [added: that] we use to hedge and manage foreign exchange, interest rate and equity market risks associated with our products and businesses, and other risks might not perform as intended or expected, resulting in [removed: higher than expected] [added: higher-than-expected] realized losses and stresses on [removed: liquidity.][added: liquidity and/or regulatory capital.]

Market risk may limit opportunities for investment of available funds at [removed: appropriate] [added: desired] returns, including due to the [removed: current low] [added: prevailing] interest rate environment, or other factors, with possible negative impacts on our overall results.

Limited opportunities for attractive investments may lead to holding cash for long periods of time and [added: an] increased use of derivatives for duration management and other portfolio management purposes.

The increased use of derivatives [added: or portfolio rebalancing] may increase the volatility of our U.S. GAAP results and our statutory capital.

Our investments, results of operations and financial condition may also be adversely affected by developments in the global economy, in the U.S. economy (including as a result of actions by the Federal Reserve with respect to [added: interest rate and] monetary policy, and adverse political developments), and in the Japanese economy (including due to the effects of inflation or deflation, interest rate volatility, changes in the Japan sovereign credit rating, and material changes in the value of the Japanese yen relative to the U.S. dollar).

Some product liabilities are expected to have only modest risk related to interest rates because cash flows can be matched by available [added: assets; however, other product liabilities generate long-term cash flows (i.e., 30 years or more), resulting in significant interest rate risk, since these cash flows cannot be matched by] assets [added: for sale] in the [removed: investable space.][added: marketplace, exposing the Company to future reinvestment risk.]

When interest rates decline or remain low, [removed: as they have in recent years,] we must invest in lower-yielding instruments, potentially reducing net investment income and constraining our ability to offer certain products.

For our International Businesses’ operations, our Retirement [added: Strategies] segment’s earnings on non-U.S. dollar-denominated reinsurance contracts and PGIM’s investment activities based in currencies other than the U.S. dollar, changes in foreign currency exchange rates create risk that we may experience volatility in the U.S. dollar-equivalent earnings and equity of these operations.

For a discussion of our hedging program and the impact of foreign currency exchange rates on our business, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Impact of Foreign Currency Exchange Rates.” [removed: For a discussion of the impact of the U.K.’s exit from the European Union on our operations, see “Business—Regulation—International Investment and Retirement Products and Investment Management Operations.”]

[removed: valuation] of [removed: these policy benefits, and in the amount of our obligations effectively hedged, will result in volatility in our results of] operations and financial position under U.S. GAAP and the statutory capital levels of our insurance subsidiaries.

Operational risk may be elevated as a result of organizational changes, including recent and planned changes related to the Company’s business transformation [removed: efforts, such as the planned sales of our Full Service Retirement business and a portion of our in-force traditional variable annuity block of business.][added: efforts.]

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Overview” for additional information [removed: on] [added: regarding] our business transformation [removed: efforts and Note 1 to the Consolidated Financial Statements for additional information on these planned dispositions.][added: efforts.]

We are subject to business continuation risk, which is the risk that our operations, systems or [removed: data] [added: data, or those of third-parties on whom we rely,] may be disrupted. We may experience a [added: disruption in] business [removed: continuation event] [added: continuity] as a result of, among other things, the following:

- Severe pandemic, [added: epidemic, or other public health crises,] either naturally occurring or [added: resulting from] intentionally manipulated [removed: pathogens.][added: pathogens;]

- Geo-political risks, including armed conflict and civil [removed: unrest.][added: unrest;]

- Significant natural or accidental [removed: disasters.][added: disasters;]

We depend heavily on our telecommunication, information technology and other operational systems and on the integrity and [removed: timeliness] [added: continuing availability] of data we use to run our businesses and service our customers.

These [removed: systems] [added: systems, and any available backups,] may fail to operate properly or become disabled as a result of events or circumstances wholly or partly beyond our control.

Further, we face the risk of operational and technology failures [added: experienced] by others, including clearing agents, exchanges and other financial [removed: intermediaries] [added: intermediaries,] and [removed: of] vendors and [added: other third] parties to which we outsource the provision of services or business operations.

[Table of Conten](#i871b01f4f55741bfadef8bff8ee00aa0_7)[t](#i871b01f4f55741bfadef8bff8ee00aa0_7)[s](#i871b01f4f55741bfadef8bff8ee00aa0_7)

[Table of Conten](#i871b01f4f55741bfadef8bff8ee00aa0_7)[t](#i871b01f4f55741bfadef8bff8ee00aa0_7)[s](#i871b01f4f55741bfadef8bff8ee00aa0_7)

readily available, valuations can be infrequent and/or more volatile.

[Table of Conten](#i871b01f4f55741bfadef8bff8ee00aa0_7)[t](#i871b01f4f55741bfadef8bff8ee00aa0_7)[s](#i871b01f4f55741bfadef8bff8ee00aa0_7)

[Table of Conten](#i871b01f4f55741bfadef8bff8ee00aa0_7)[t](#i871b01f4f55741bfadef8bff8ee00aa0_7)[s](#i871b01f4f55741bfadef8bff8ee00aa0_7)

For a discussion of the impact of current market conditions on our liquidity and capital resources outlook, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Overview—Current Market Conditions.”

[Table of Conten](#i871b01f4f55741bfadef8bff8ee00aa0_7)[t](#i871b01f4f55741bfadef8bff8ee00aa0_7)[s](#i871b01f4f55741bfadef8bff8ee00aa0_7)

Changes from period to period in the valuation of these policy benefits, and in the amount of our obligations effectively hedged, will result in volatility in our results

[Table of Conten](#i871b01f4f55741bfadef8bff8ee00aa0_7)[t](#i871b01f4f55741bfadef8bff8ee00aa0_7)[s](#i871b01f4f55741bfadef8bff8ee00aa0_7)

[Table of Conten](#i871b01f4f55741bfadef8bff8ee00aa0_7)[t](#i871b01f4f55741bfadef8bff8ee00aa0_7)[s](#i871b01f4f55741bfadef8bff8ee00aa0_7)

- Terrorist events;

- Cyber-attacks, both systemic (e.g., affecting the internet, cloud services, and/or other financial services industry infrastructure) and targeted (e.g., failures in or breach of our systems or that of third-parties on whom we rely);

- Insider threats;

- Physical infrastructure outages;

- Workforce unavailability resulting from any of the above events, among others.

Our cybersecurity risk and exposure remains heightened because of, among other things, the rapidly evolving nature and pervasiveness of cyber threats (including supply-chain attacks), our brand and reputation, our size and scale, our geographic presence and our role in the financial services industry and the broader economy.

[Table of Conten](#i871b01f4f55741bfadef8bff8ee00aa0_7)[t](#i871b01f4f55741bfadef8bff8ee00aa0_7)[s](#i871b01f4f55741bfadef8bff8ee00aa0_7)

- Protecting both “structured” and “unstructured” sensitive information is a constant need; however, some risks cannot be fully mitigated using administrative, technological, or physical controls, or otherwise.

- Employees, customers, or other users of our systems continue to be a key avenue for malicious external parties to gain access to our network, systems, data, or that of our customers.

Many attacks leverage social engineering schemes (such as phishing, vishing, or smishing) to coax an internal user to click on a malicious attachment or link to introduce malware into companies’ systems or steal the user’s username and password.

Such social engineering schemes are becoming increasingly sophisticated and sometimes may involve emerging technologies such as deep-fakes.

Senior-level executives are increasingly becoming the targets of such attacks.

Fraudulent schemes to solicit information via call centers and interactive voice response systems are becoming more prevalent.

- Cyber-attacks involving the encryption and/or threat to disclose personal or confidential information (i.e., ransomware) or disruptions of communications (i.e., denial of service) for the purposes of extortion or other motives persist and are on the rise.

Such campaigns have targeted online applications and services.

In light of recent geopolitical events, including Russia’s invasion of Ukraine, state-sponsored or affiliated parties and/or their supporters may launch retaliatory cyber-attacks, and may attempt to cause supply chain and other third-party service provider disruptions, or take other geopolitically motivated retaliatory actions that may disrupt our business operations, and/or result in the compromise of our systems or data.

- Increasingly, malicious actors can be in companies’ systems for an extended period of time before being detected.

It could take considerable additional time for us to determine the scope of compromise, and the extent, amount, and type of information compromised, if any, and to fully remediate and recover.

- Employees or other individuals purportedly acting on behalf of the Company may fail (as a result of human error or misconduct) to comply with applicable policies and procedures, and/or circumvent controls or safeguards for unauthorized purposes.

- Hardware, software or applications developed by, obtained from, or implemented in accordance with specifications provided by third parties may contain vulnerabilities in design, maintenance or manufacturing that could be exploited to compromise the Company’s information security.

- Continuing use of remote or flexible work arrangements, including remote access tools and mobile technology (including use of personal devices), have expanded potential attack surfaces.

- The proliferation of third-party financial data aggregators and emerging technologies, including the development and use of artificial intelligence (“AI”), increase our information security risks and exposure.

We have experienced cybersecurity events resulting in the compromise of personal and confidential information, including sensitive health information, of our customers and other stakeholders.

See “Business—Regulation—Privacy and Cybersecurity Regulation” for a discussion of the applicable laws and regulations (including those requiring notice, disclosure or remediation) relating to cybersecurity events.

We may also incur significant costs in connection with our response, recovery, remediation, and compliance efforts.

Additionally, our failure to timely or accurately communicate cyber incidents to relevant parties could result in regulatory, privacy, operational and reputational risk.

[Table of Conten](#i871b01f4f55741bfadef8bff8ee00aa0_7)[t](#i871b01f4f55741bfadef8bff8ee00aa0_7)[s](#i871b01f4f55741bfadef8bff8ee00aa0_7)

To the extent we maintain cyber insurance, liabilities or losses arising from certain cyber incidents may not be covered or fully covered under such policies, and the amount of insurance may not be adequate.

[Table of Conten](#i871b01f4f55741bfadef8bff8ee00aa0_7)[t](#i871b01f4f55741bfadef8bff8ee00aa0_7)[s](#i871b01f4f55741bfadef8bff8ee00aa0_7)

us or such third-parties.

The Company has categorized its risks into tactical and strategic risks.

Tactical risks may cause damage to the Company, and the Company seeks to manage and mitigate them through models, metrics and the overall risk framework.

The Company’s tactical risks include investment, insurance, market, liquidity, and operational risk.

Additionally, our valuation of

[Table of Contents](#i2d8168918e984d31ada0690a29ccbb16_7)

The COVID-19 pandemic may increase investment risk. During 2020, the COVID-19 pandemic and its impact on the global economy increased the risk of loss on our investments due to default or deterioration in credit quality or value and may do so again.

of operations and financial condition could be adversely impacted.

The COVID-19 pandemic has increased and may continue to increase insurance risk. The COVID-19 pandemic has caused and may continue to cause a mortality calamity or elevated mortality, which may lead to elevated losses.

Elevated losses would reduce our earnings and capital, and we may be forced to liquidate assets before maturity in order to pay the excess claims.

The pandemic situation may worsen depending on the evolution of the virus’s transmissibility and virulence, including the potential for further mutation, effectiveness of public health measures and availability and effectiveness of vaccines and treatments.

Ultimate losses would depend on several factors, including the rates of mortality and morbidity among various segments of the insured population, age and geographic distribution of associated deaths, collectability of reinsurance, performance of our investment portfolio, effect on lapses and surrenders of existing policies, as well as sales of new policies and other variables.

The pandemic may also result in a change in policyholder behavior, such as policyholders choosing to defer or stop paying insurance premiums.

It may also result in a lapse calamity, as discussed above.

Additionally, as a result of COVID-19, we may experience elevated disability claims in our Group Insurance business.

Finally, we cannot predict whether COVID-19 will ultimately lead to longer-term deviations from the mortality, policyholder behavior or morbidity assumptions we used to price our products.

The interest rate risk emerges primarily from their tail cash flows (30 years or more), which cannot be matched by assets for sale in the marketplace, exposing the Company to future reinvestment risk.

Changes from period to period in the

The COVID-19 pandemic has increased and may continue to increase market risk. During 2020 and 2021, the COVID-19 pandemic caused market disruptions and volatility.

Continued market disruptions and volatility may negatively impact the profitability of many of our insurance and annuity products, which depends in part on the value of the separate accounts supporting these products which can fluctuate substantially depending on market conditions.

Market volatility and reduced liquidity may reduce our ability to implement asset-liability management and hedging strategies.

In addition, market conditions may further reduce the value of assets that we manage in our investment management business, which depends on fees related primarily to the value of assets under management.

A decline in interest rates, in particular, may result in lower investment income, higher reserve levels and other consequences as described under “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Impact of a Low Interest Rate Environment.” Finally, low interest rates and poor equity market returns may result in increased pension and other postretirement benefit plan expenses and reduce our profitability.

The COVID-19 pandemic has increased and may continue to increase liquidity risk. During 2020, the Company took significant actions to support liquidity in response to the emergence of the COVID-19 pandemic.

Future impacts of the COVID-19 crisis and related market dislocations could strain our existing liquidity and cause us to increase the use of our alternative sources of liquidity, which could result in increased financial leverage on our balance sheet and negatively impact

our credit and financial strength ratings.

Furthermore, certain sources of liquidity might not be available during times of stress, or may only be available on unfavorable terms, which can result in a decrease in our profitability and a significant reduction in our financial flexibility.

- Terrorist events.

- Cyber-attacks.

- Protecting both “structured” and “unstructured” sensitive information is a constant need.

However, some risks cannot be fully mitigated using technology or otherwise.

- Unsuspecting employees represent a primary avenue for external parties to gain access to our network and systems.

Many attacks, even from sophisticated actors, include rudimentary techniques such as coaxing an internal user to click on a malicious attachment or link to introduce malware or steal their username and password (i.e., phishing).

- The risk associated with wrongdoers encrypting data (i.e., ransomware) or disrupting communications (i.e., denial of service) for the purposes of extortion persists.

Nation states appear to be motivated by the desire to gain information about foreign citizens and governments or to influence or cause disruptions in commerce or political affairs.

- We have also seen continued non-technical attempts to commit fraud or solicit information via call centers and interactive voice response systems.

We have experienced cyber-security breaches as a result of which confidential and sensitive health-related information of our customers has been compromised.

Business—Regulation—ERISA”.

intensely for their services.

Furthermore, our models might change as the result of new or changing laws or regulations.

The COVID-19 pandemic has increased and may continue to increase operational risk. Since the onset of the COVID-19 pandemic, many of our employees have been working remotely.

[removed: | [Impact] [added: Impact] of [removed: a Low] [added: Changes in the] Interest Rate [removed: Environment](#i2d8168918e984d31ada0690a29ccbb16_109) | | | [60](#i2d8168918e984d31ada0690a29ccbb16_109) | | |][added: Environment]

| [Consolidated Results of [removed: Operations](#i2d8168918e984d31ada0690a29ccbb16_112)] [added: Operations](#i871b01f4f55741bfadef8bff8ee00aa0_115)] | | | [removed: [63](#i2d8168918e984d31ada0690a29ccbb16_112)] [added: [60](#i871b01f4f55741bfadef8bff8ee00aa0_115)] | | |

| [removed: [Segment Results] [added: [Results] of [removed: Operations](#i2d8168918e984d31ada0690a29ccbb16_115)] [added: Operations](#i871b01f4f55741bfadef8bff8ee00aa0_115)] | | | [removed: [63](#i2d8168918e984d31ada0690a29ccbb16_115)] [added: [60](#i871b01f4f55741bfadef8bff8ee00aa0_115)] | | |

| [Impact of Foreign Currency Exchange [removed: Rates](#i2d8168918e984d31ada0690a29ccbb16_151)] [added: Rates](#i871b01f4f55741bfadef8bff8ee00aa0_154)] | | | [removed: [66](#i2d8168918e984d31ada0690a29ccbb16_151)] [added: [63](#i871b01f4f55741bfadef8bff8ee00aa0_154)] | | |

| [Accounting Policies & [removed: Pronouncements](#i2d8168918e984d31ada0690a29ccbb16_154)] [added: Pronouncements](#i871b01f4f55741bfadef8bff8ee00aa0_157)] | | | [removed: [68](#i2d8168918e984d31ada0690a29ccbb16_154)] [added: [65](#i871b01f4f55741bfadef8bff8ee00aa0_157)] | | |

| [Application of Critical Accounting [removed: Estimates](#i2d8168918e984d31ada0690a29ccbb16_154)] [added: Estimates](#i871b01f4f55741bfadef8bff8ee00aa0_157)] | | | [removed: [68](#i2d8168918e984d31ada0690a29ccbb16_154)] [added: [65](#i871b01f4f55741bfadef8bff8ee00aa0_157)] | | |

| [Adoption of New Accounting [removed: Pronouncements](#i2d8168918e984d31ada0690a29ccbb16_163)] [added: Pronouncements](#i871b01f4f55741bfadef8bff8ee00aa0_169)] | | | [removed: [80](#i2d8168918e984d31ada0690a29ccbb16_163)] [added: [76](#i871b01f4f55741bfadef8bff8ee00aa0_169)] | | |

| [removed: [Results] [added: [Segment Results] of [removed: Operations by Segment](#i2d8168918e984d31ada0690a29ccbb16_166)] [added: Operations](#i871b01f4f55741bfadef8bff8ee00aa0_118)] | | | [removed: [80](#i2d8168918e984d31ada0690a29ccbb16_166)] [added: [61](#i871b01f4f55741bfadef8bff8ee00aa0_118)] | | |

| [removed: [Group Insurance](#i2d8168918e984d31ada0690a29ccbb16_175)] [added: Group Insurance] | | | [removed: [86](#i2d8168918e984d31ada0690a29ccbb16_175)] | | | [added: (16) | | | | | | (455) | | | | | | (16) | | |]

| [removed: [International Businesses](#i2d8168918e984d31ada0690a29ccbb16_187)] [added: International Businesses] | | | [removed: [96](#i2d8168918e984d31ada0690a29ccbb16_187)] | | | [added: $ | (57) | | | | | $ | 15 | | | | | $ | 64 | |]

| [removed: [Divested] [added: Divested] and Run-off [removed: Businesses](#i2d8168918e984d31ada0690a29ccbb16_193)] [added: Businesses(2):] | | | [removed: [101](#i2d8168918e984d31ada0690a29ccbb16_193)] | | | [added: | | | | | | | | | | | | | | |]

| [removed: [Closed] [added: Closed] Block [removed: Division](#i2d8168918e984d31ada0690a29ccbb16_196)] [added: division] | | | [removed: [101](#i2d8168918e984d31ada0690a29ccbb16_196)] | | | [added: (32) | | | | | | 140 | | | | | | (24) | | |]

| [Experience-Rated Contractholder Liabilities, Assets Supporting Experience-Rated Contractholder Liabilities and Other Related [removed: Investments](#i2d8168918e984d31ada0690a29ccbb16_202)] [added: Investments](#i871b01f4f55741bfadef8bff8ee00aa0_208)] | | | [removed: [103](#i2d8168918e984d31ada0690a29ccbb16_202)] [added: [99](#i871b01f4f55741bfadef8bff8ee00aa0_208)] | | |

| [Valuation of Assets and [removed: Liabilities](#i2d8168918e984d31ada0690a29ccbb16_205)] [added: Liabilities](#i871b01f4f55741bfadef8bff8ee00aa0_211)] | | | [removed: [105](#i2d8168918e984d31ada0690a29ccbb16_205)] [added: [100](#i871b01f4f55741bfadef8bff8ee00aa0_211)] | | |

| [Liquidity and Capital [removed: Resources](#i2d8168918e984d31ada0690a29ccbb16_211)] [added: Resources](#i871b01f4f55741bfadef8bff8ee00aa0_217)] | | | [removed: [130](#i2d8168918e984d31ada0690a29ccbb16_211)] [added: [125](#i871b01f4f55741bfadef8bff8ee00aa0_217)] | | |

*Pursuant to the FAST Act Modernization and Simplification of Regulation S-K, discussions related to the results of operations for the year ended December 31, [removed: 2020] [added: 2021] in comparison to the year ended December 31, [removed: 2019] [added: 2020] have been omitted.

For such omitted discussions, refer to Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) included in the Company’s Annual Report on Form 10-K for the year ended December 31, [removed: 2020.*][added: 2021.*]

Our principal operations consist of PGIM (our global investment management business), our U.S. Businesses (consisting of our [removed: Retirement,] [added: Retirement Strategies,] Group Insurance, Individual [removed: Annuities, Individual] Life and Assurance IQ businesses), our International Businesses, the Closed Block division, and our Corporate and Other operations.

In October 2021, [removed: as part of] the [removed: Company’s multi-year business transformation initiative, we] [added: Company] announced the creation of Retirement Strategies, a new U.S. business that [removed: will] [added: would] serve the retirement needs of both [removed: individual] [added: our institutional] and [added: individual customers by bringing the] institutional [removed: customers.][added: investment and pension solutions offered through our Retirement business together with the financial solutions and capabilities of our Individual Annuities business.]

[removed: This] [added: In October 2021, we announced the creation of Retirement Strategies, a new U.S.] business [removed: will bring] [added: that would serve] the [removed: financial solutions and capabilities] [added: retirement needs] of [added: both] our [removed: Individual Annuities business together with] [added: institutional and individual customers by bringing] the institutional investment and pension solutions offered through our Retirement [added: business together with the financial solutions and capabilities of our Individual Annuities] business.

Management expects that results in [removed: 2022] [added: 2023] will continue to benefit from our differentiated mix of market-leading businesses that complement each other to provide competitive advantages, earnings diversification and capital benefits from a balanced risk profile.

Our mix of high-quality protection, retirement and investment management businesses enables us to offer solutions that cover a broad range of financial needs and to engage with our clients through multiple [removed: channels, including the ability to sell solutions across a broad socio-economic spectrum through Assurance IQ’s digital platform.][added: channels.]

In 2019, we launched programs in pursuit of these objectives that have resulted and will continue to result in multi-year investments in [removed: technology, systems] [added: technology] and employee reskilling, as well as severance and related charges.

In [removed: 2021,] [added: 2022,] we incurred approximately [removed: $250] [added: $145] million of costs in connection with these programs.

Since the first quarter of 2020, the [removed: novel coronavirus (“COVID-19”)] [added: COVID-19 pandemic] has caused extreme stress and disruption in the global economy and financial [removed: markets,] [added: markets] and elevated mortality and morbidity for the global population.

[added: The COVID-19] pandemic [removed: continued to impact] [added: impacted] our results of operations in the current period and [removed: is expected] [added: could continue] to impact our results of operations in future periods.

[removed: *•Underwriting Results.* In 2021, we estimate that] [added: Throughout the pandemic,] COVID-19 had a significant net negative impact on our underwriting [removed: results] [added: results,] reflecting unfavorable mortality [added: and morbidity] impacts in our Group Insurance, Individual Life and International businesses, partially offset by favorable mortality impacts in [added: the Institutional portion of] our Retirement [added: Strategies] business.

[removed: For the first quarter of 2022, the Company expects underwriting results to be adversely impacted by approximately $160 million in our U.S. Businesses, predominantly in our Group Insurance business, and approximately $20 million in our International Businesses; however, the] [added: The] ultimate impact on our underwriting [removed: results] [added: results, however,] will [added: continue to] depend on various factors including: an insured’s age; geographic concentration; insured versus uninsured populations among the fatalities; the transmissibility and virulence of the virus, including the potential for further mutation; and the ongoing acceptance and efficacy of the vaccines and other therapeutics.

In [removed: addition to the considerations disclosed above,] [added: addition,] other COVID-19 related impacts are discussed in the following sections of this document:

- *Business Outlooks.* See “—Outlook” for a discussion of specific outlook considerations for each of our businesses, including [added: any] impacts related to COVID-19.

Our plan remains to reallocate capital across the businesses with the intention of [removed: doubling] [added: increasing] the earnings contribution from our higher-growth businesses and reducing [removed: the earnings contribution from our Individual Annuities business.][added: capital allocated to lower-growth, more capital-intensive businesses.]

- *PGIM.* Our global investment management business, PGIM, is focused on maintaining strong investment performance while leveraging the scale of its approximately [removed: $1.524] [added: $1.228] trillion of assets under management and diversified global operations.

[removed: *•Retirement.*] Consistent with the Company’s strategy of becoming higher growth and less market sensitive, [removed: in] the [removed: third quarter] [added: sales] of [removed: 2021 we entered into a definitive agreement to sell] our Full Service Retirement [removed: business.][added: business and a portion of our traditional variable annuity block of business were completed in the second quarter of 2022.]

Our remaining Institutional [removed: Investment Products] [added: Retirement Strategies] business continues to be focused on providing products that respond to the needs of plan sponsors, retirees, and annuitants to manage risk and control their benefit costs while [removed: ensuring we maintain] [added: maintaining] appropriate pricing and return expectations under changing market conditions.

[removed: In our pension risk transfer business, we] [added: We] expect our differentiated capabilities and demonstrated execution to drive our business momentum in the [removed: face of increasing competition while we maintain appropriate pricing] [added: Pension Risk Transfer] and [removed: return expectations under changing market conditions;] [added: International Reinsurance markets;] however, we expect that growth will not be linear [removed: given] [added: due to] the episodic nature of these transactions.

- *Group Insurance.* We [removed: continue to] [added: are a leading group benefits provider with a] focus on [added: further diversifying our portfolio by] expanding our Premier and Association [removed: market] segments and [removed: affinity relations,] [added: growing voluntary supplemental health,] while maintaining [removed: a] leadership [removed: position] in the National segment.

- [removed: *Individual Annuities.*] [added: *Retirement Strategies.*] We remain focused on helping customers meet their investment and retirement needs.

See Note 1 to the Consolidated Financial Statements for [removed: more] [added: additional] information.

[removed: Additionally,] [added: In Individual Retirement Strategies,] we continue to execute on our strategy to pivot to less interest rate-sensitive products to ensure we realize appropriate returns within the current economic environment.

We expect to continue to shift our focus to products that provide protected outcomes for our customers [removed: through simpler, technology-enabled channels and which deliver shareholder value] across a wide range of economic [removed: environments.][added: environments through simpler, technology-enabled channels.]

| [Overview](#i871b01f4f55741bfadef8bff8ee00aa0_100) | | | [54](#i871b01f4f55741bfadef8bff8ee00aa0_100) | | |

| [COVID-19](#i871b01f4f55741bfadef8bff8ee00aa0_103) | | | [55](#i871b01f4f55741bfadef8bff8ee00aa0_103) | | |

| [Outlook](#i871b01f4f55741bfadef8bff8ee00aa0_106) | | | [55](#i871b01f4f55741bfadef8bff8ee00aa0_106) | | |

| [Industry Trends](#i871b01f4f55741bfadef8bff8ee00aa0_109) | | | [56](#i871b01f4f55741bfadef8bff8ee00aa0_109) | | |

| [Current Market Conditions](#i871b01f4f55741bfadef8bff8ee00aa0_4605) | | | [57](#i871b01f4f55741bfadef8bff8ee00aa0_4605) | | |

| [Segment Measures](#i871b01f4f55741bfadef8bff8ee00aa0_151) | | | [62](#i871b01f4f55741bfadef8bff8ee00aa0_151) | | |

| [Results of Operations by Segment](#i871b01f4f55741bfadef8bff8ee00aa0_172) | | | [76](#i871b01f4f55741bfadef8bff8ee00aa0_172) | | |

| [PGIM](#i871b01f4f55741bfadef8bff8ee00aa0_172) | | | [76](#i871b01f4f55741bfadef8bff8ee00aa0_172) | | |

| [U.S. Businesses](#i871b01f4f55741bfadef8bff8ee00aa0_175) | | | [80](#i871b01f4f55741bfadef8bff8ee00aa0_175) | | |

| [Retirement Strategies](#i871b01f4f55741bfadef8bff8ee00aa0_178) | | | [81](#i871b01f4f55741bfadef8bff8ee00aa0_178) | | |

| [Group Insurance](#i871b01f4f55741bfadef8bff8ee00aa0_181) | | | [88](#i871b01f4f55741bfadef8bff8ee00aa0_181) | | |

| [Individual Life](#i871b01f4f55741bfadef8bff8ee00aa0_187) | | | [90](#i871b01f4f55741bfadef8bff8ee00aa0_187) | | |

| [Assurance IQ](#i871b01f4f55741bfadef8bff8ee00aa0_190) | | | [91](#i871b01f4f55741bfadef8bff8ee00aa0_190) | | |

| [Corporate and Other](#i871b01f4f55741bfadef8bff8ee00aa0_196) | | | [95](#i871b01f4f55741bfadef8bff8ee00aa0_196) | | |

| [Income Taxes](#i871b01f4f55741bfadef8bff8ee00aa0_205) | | | [98](#i871b01f4f55741bfadef8bff8ee00aa0_205) | | |

| [General Account Investments](#i871b01f4f55741bfadef8bff8ee00aa0_214) | | | [102](#i871b01f4f55741bfadef8bff8ee00aa0_214) | | |

| [Ratings](#i871b01f4f55741bfadef8bff8ee00aa0_274) | | | [139](#i871b01f4f55741bfadef8bff8ee00aa0_274) | | |

| [Risk Management](#i871b01f4f55741bfadef8bff8ee00aa0_277) | | | [141](#i871b01f4f55741bfadef8bff8ee00aa0_277) | | |

[Table of Conten](#i871b01f4f55741bfadef8bff8ee00aa0_7)[t](#i871b01f4f55741bfadef8bff8ee00aa0_7)[s](#i871b01f4f55741bfadef8bff8ee00aa0_7)

We have operations primarily in the United States of America (“U.S.”), Asia, Europe and Latin America.

Through our subsidiaries and affiliates, we offer a wide array of financial products and services, including life insurance, annuities, retirement solutions, mutual funds and investment management.

We offer these products and services to individual and institutional customers through one of the largest distribution networks in the financial services industry.

Commencing with the second quarter of 2022, this new structure has been fully operationalized; therefore, the results of our former Retirement segment (now known as the “Institutional Retirement Strategies” operating segment) and our former Individual Annuities segment (now known as the “Individual Retirement Strategies” operating segment) have been aggregated into the Retirement Strategies segment.

We expect these programs will generate significant expense efficiencies over several years that will mitigate the impact from increases in other expenses due to inflation and business growth initiatives.

As of December 31, 2022, we have exceeded $750 million of annual run-rate cost savings, one year ahead of our target date.

[Table of Conten](#i871b01f4f55741bfadef8bff8ee00aa0_7)[t](#i871b01f4f55741bfadef8bff8ee00aa0_7)[s](#i871b01f4f55741bfadef8bff8ee00aa0_7)

Beginning with the third quarter of 2022, the Company has embedded COVID-19 considerations within its best estimate assumptions of future expected mortality impacts for its applicable businesses.

We plan to continue our transformation towards becoming less market-sensitive, including efforts to further de-risk, such as through reinsurance transactions, and to deliver sustainable long-term growth, including through investing in products and solutions that meet the evolving needs of our customers.

[Table of Conten](#i871b01f4f55741bfadef8bff8ee00aa0_7)[t](#i871b01f4f55741bfadef8bff8ee00aa0_7)[s](#i871b01f4f55741bfadef8bff8ee00aa0_7)

We recently expanded into South Africa by acquiring a 33% ownership interest in Alexander Forbes Group Holdings Limited.

We expect that a continued level of higher interest rates will benefit our results over time.

We continue to monitor current market conditions and the impact to our businesses from slowing or negative economic growth.

Risk Factors”.

[Table of Conten](#i871b01f4f55741bfadef8bff8ee00aa0_7)[t](#i871b01f4f55741bfadef8bff8ee00aa0_7)[s](#i871b01f4f55741bfadef8bff8ee00aa0_7)

In addition, we are subject to financial impacts associated with movements in equity markets and the evolution of the credit cycle as discussed in “—Segment Results of Operations”, where applicable, and more broadly in “Item 1A.

Risk Factors”.

Current Market Conditions

Geopolitical risk, rapidly rising interest rates and significant equity market declines, as we saw throughout 2022, among other factors, adversely impact our liquidity and capital positions, cash flows, results of operations, and financial position.

The statutory capital of certain of our insurance subsidiaries will also be negatively affected by increased reserve requirements due to our annual update of actuarial assumptions and other refinements, particularly in our Individual Life business, and will be negatively affected by asymmetrical and non-economic statutory accounting impacts from rising rates.

As we navigate through the current environment, we may take actions consistent with our risk and capital frameworks, as necessary, to preserve our liquidity and capital positions.

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| [Overview](#i2d8168918e984d31ada0690a29ccbb16_97) | | | [56](#i2d8168918e984d31ada0690a29ccbb16_97) | | |

| [COVID-19](#i2d8168918e984d31ada0690a29ccbb16_100) | | | [56](#i2d8168918e984d31ada0690a29ccbb16_100) | | |

| [Outlook](#i2d8168918e984d31ada0690a29ccbb16_103) | | | [58](#i2d8168918e984d31ada0690a29ccbb16_103) | | |

| [Industry Trends](#i2d8168918e984d31ada0690a29ccbb16_106) | | | [59](#i2d8168918e984d31ada0690a29ccbb16_106) | | |

| [Results of Operations](#i2d8168918e984d31ada0690a29ccbb16_112) | | | [63](#i2d8168918e984d31ada0690a29ccbb16_112) | | |

| [Segment Measures](#i2d8168918e984d31ada0690a29ccbb16_148) | | | [65](#i2d8168918e984d31ada0690a29ccbb16_148) | | |

| [PGIM](#i2d8168918e984d31ada0690a29ccbb16_166) | | | [80](#i2d8168918e984d31ada0690a29ccbb16_166) | | |

| [U.S. Businesses](#i2d8168918e984d31ada0690a29ccbb16_169) | | | [84](#i2d8168918e984d31ada0690a29ccbb16_169) | | |

| [Retirement](#i2d8168918e984d31ada0690a29ccbb16_172) | | | [85](#i2d8168918e984d31ada0690a29ccbb16_172) | | |

| [Individual Annuities](#i2d8168918e984d31ada0690a29ccbb16_178) | | | [88](#i2d8168918e984d31ada0690a29ccbb16_178) | | |

| [Individual Life](#i2d8168918e984d31ada0690a29ccbb16_181) | | | [94](#i2d8168918e984d31ada0690a29ccbb16_181) | | |

| [Assurance IQ](#i2d8168918e984d31ada0690a29ccbb16_184) | | | [95](#i2d8168918e984d31ada0690a29ccbb16_184) | | |

| [Corporate and Other](#i2d8168918e984d31ada0690a29ccbb16_190) | | | [100](#i2d8168918e984d31ada0690a29ccbb16_190) | | |

| [Income Taxes](#i2d8168918e984d31ada0690a29ccbb16_199) | | | [102](#i2d8168918e984d31ada0690a29ccbb16_199) | | |

| [General Account Investments](#i2d8168918e984d31ada0690a29ccbb16_208) | | | [107](#i2d8168918e984d31ada0690a29ccbb16_208) | | |

| [Ratings](#i2d8168918e984d31ada0690a29ccbb16_262) | | | [145](#i2d8168918e984d31ada0690a29ccbb16_262) | | |

| [Risk Management](#i2d8168918e984d31ada0690a29ccbb16_268) | | | [147](#i2d8168918e984d31ada0690a29ccbb16_268) | | |

[Table of Contents](#i2d8168918e984d31ada0690a29ccbb16_7)

During the fourth quarter of 2021, the new leadership team was assembled and began making decisions regarding the business’s operating structure.

When this new structure is finalized and operational, the presentation of our segment results may be modified to conform to this new structure.

While challenges exist in the form of a low interest rate environment (see “Impact of a Low Interest Rate Environment” below), fee compression in certain of our businesses and other market factors, we expect that our businesses will produce appropriate returns for the current market environment.

We expect these programs will generate significant expense efficiencies over several years.

For the year ended December 31, 2021, the Company estimates that these programs generated cost savings of approximately $540 million and, as of December 31, 2021, we continue to remain on track to accumulate approximately $750 million of annual run-rate cost savings by the end of 2023.

COVID-19

The COVID-19

In 2021, the United States experienced multiple waves of COVID-19, with the severity of each wave depending on such factors as seasonality, varying levels of population immunity, and the evolution of the virus itself into different variants.

Deaths from COVID-19 in the United States peaked in the first quarter of 2021, prior to widespread vaccination, and again in the third quarter, due to the emergence of the Delta variant.

In December, the Omicron variant emerged in the United States and has since become the dominant strain, causing many more infections but with a smaller percentage of infections resulting in hospitalizations and deaths compared to prior waves.

Several vaccines are now widely accessible and other therapeutics, such as antiviral treatments, are increasingly becoming available.

As a result, the overall financial impact to the Company is expected to remain manageable; however, the future evolution of the virus, among other factors, could cause the actual course of the pandemic to differ from our current expectations.

The Company has taken several measures to manage the impacts of this pandemic.

The actual and expected impacts of these measures and other items are set forth below:

*•Investment Portfolio*.

The economy continues to recover and remains on a path to re-opening.

Credit migration and defaults were low in 2021 and are expected to remain limited in 2022.

The sectors most impacted from COVID-19 have started to recover but could be influenced by periods of volatility due to the possibility of additional variants emerging.

In certain instances, the Company may agree to modify an investment to provide forbearance, which grants borrowers additional time to make payments.

Under the terms of forbearance, the borrower is allowed to defer a portion of current year principal and/or interest payments for a short period (e.g., 6 months).

The following table sets forth the net estimated potential loss in fair value on these financial instruments from a hypothetical 100 basis point upward shift as of December 31, [removed: 2021] [added: 2022] and [removed: 2020.][added: 2021.]

The estimated changes in fair values are inclusive of any assets or liabilities [removed: held-for-sale,] [added: held-for-sale as of December 31, 2021,] but do not include separate account assets.

| | | | | | | As of December 31, [removed: 2021] [added: 2022] | | | | | | | | | | | | | | | | | | As of December 31, [removed: 2020(1)] [added: 2021] | | | | | | | | | | | | | | |

| Fixed [removed: maturities(2)] [added: maturities(1)] | | | | | | | | | | | | $ | [removed: 415,769] [added: 316,070] | | | | | $ | [removed: (43,547)] [added: (30,524)] | | | | | | | | | | | $ | [removed: 440,531] [added: 415,769] | | | | | $ | [removed: (47,271)] [added: (43,547)] | |

| Commercial mortgage and other loans | | | | | | | | | | | | [removed: 67,998] [added: 52,479] | | | | | | [removed: (3,069)] [added: (2,300)] | | | | | | | | | | | | [removed: 68,676] [added: 67,998] | | | | | | [removed: (3,010)] [added: (3,069)] | | |

| Futures | | | | | | [removed: 25,122] [added: 19,452] | | | | | | [removed: 57] [added: (12)] | | | | | | [removed: (1,327)] [added: (309)] | | | | | | [removed: 21,454] [added: 25,122] | | | | | | [removed: 79] [added: 57] | | | | | | [removed: (1,191)] [added: (1,327)] | | |

| Options | | | | | | [removed: 97,101] [added: 49,351] | | | | | | [removed: (187)] [added: (938)] | | | | | | [removed: (209)] [added: 241] | | | | | | [removed: 52,093] [added: 97,101] | | | | | | [removed: 1,384] [added: (187)] | | | | | | [removed: (616)] [added: (209)] | | |

| Forwards | | | | | | [removed: 38,394] [added: 38,899] | | | | | | [removed: (159)] [added: (581)] | | | | | | [removed: (73)] [added: (185)] | | | | | | [removed: 41,214] [added: 38,394] | | | | | | [removed: 86] [added: (159)] | | | | | | [removed: (49)] [added: (73)] | | |

| Synthetic GICs | | | | | | [removed: 81,984] [added: 84,338] | | | | | | [removed: 1] [added: 0] | | | | | | [removed: 0] [added: (6)] | | | | | | [removed: 86,264] [added: 81,984] | | | | | | [removed: 0] [added: 1] | | | | | | 0 | | |

| Variable annuity and other living benefit feature embedded derivatives | | | | | | | | | | | | [removed: (13,231)] [added: (4,746)] | | | | | | [removed: 5,807] [added: 2,357] | | | | | | | | | | | | [removed: (18,879)] [added: (13,231)] | | | | | | [removed: 7,720] [added: 5,807] | | |

| Indexed universal life contracts | | | | | | | | | | | | [removed: (1,436)] [added: (986)] | | | | | | [removed: 205] [added: 190] | | | | | | | | | | | | [removed: (1,334)] [added: (1,436)] | | | | | | [removed: 170] [added: 205] | | |

| Indexed annuity contracts | | | | | | | | | | | | [removed: (2,041)] [added: (2,506)] | | | | | | [removed: (344)] [added: (457)] | | | | | | | | | | | | [removed: (580)] [added: (2,041)] | | | | | | [removed: (115)] [added: (344)] | | |

| Total embedded [removed: derivatives(3)] [added: derivatives(2)] | | | | | | | | | | | | [removed: (16,708)] [added: (8,238)] | | | | | | [removed: 5,668] [added: 2,090] | | | | | | | | | | | | [removed: (20,793)] [added: (16,708)] | | | | | | [removed: 7,775] [added: 5,668] | | |

| Financial liabilities with interest rate [removed: risk(4):] [added: risk(3):] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Short-term and long-term debt | | | | | | | | | | | | [removed: 22,648] [added: 19,441] | | | | | | [removed: 4,231] [added: 3,091] | | | | | | | | | | | | [removed: 24,408] [added: 22,648] | | | | | | [removed: 4,873] [added: 4,231] | | |

| Policyholders’ account balances—investment contracts | | | | | | | | | | | | [removed: 103,064] [added: 66,602] | | | | | | [removed: 3,520] [added: 1,944] | | | | | | | | | | | | [removed: 110,473] [added: 103,064] | | | | | | [removed: 3,791] [added: 3,520] | | |

| Net estimated potential loss | | | | | | | | | | | | | | | | | | $ | [removed: (40,195)] [added: (29,589)] | | | | | | | | | | | | | | | | | $ | [removed: (41,737)] [added: (40,195)] | |

[removed: (2)Includes] [added: (1)Includes] assets classified as “Fixed maturities, available-for-sale, at fair value,” “Assets supporting experience-rated contractholder liabilities, at fair value” and “Fixed maturities, trading, at fair value.” Approximately [removed: $386] [added: $308] billion and [removed: $413] [added: $386] billion as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively, of fixed maturities are classified as available-for-sale.

[removed: (4)Excludes] [added: (3)Excludes] approximately [removed: $356] [added: $349] billion and [removed: $360] [added: $356] billion as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively, of insurance reserve and deposit liabilities which are not considered financial liabilities.

For [removed: more] [added: additional] information [removed: on] [added: regarding] NPR related to the sensitivity of the embedded derivatives to our NPR credit spread, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Accounting Policies & Pronouncements—Application of Critical Accounting Estimates—Sensitivities for Insurance Assets and Liabilities” above.

For information [removed: on] [added: regarding] the impacts of [removed: a sustained low] [added: changes in the] interest rate environment, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Executive Summary—Impact of [removed: a Low] [added: Changes in the] Interest Rate Environment” above.

The following table sets forth the net estimated potential loss in fair value from such a decline as of December 31, [removed: 2021] [added: 2022] and [removed: 2020.][added: 2021.]

In calculating these amounts, we include assets and liabilities [removed: held-for-sale,] [added: held-for-sale as of December 31, 2021,] but exclude separate account equity securities.

| | | | As of December 31, [removed: 2021] [added: 2022] | | | | | | | | | | | | | | | | | | As of December 31, [removed: 2020(1)] [added: 2021] | | | | | | | | | | | | | | |

| Equity [removed: securities(2)] [added: securities(1)] | | | | | | | | | $ | [removed: 11,296] [added: 9,049] | | | | | $ | [removed: (1,130)] [added: (905)] | | | | | | | | | | | $ | [removed: 10,041] [added: 11,296] | | | | | $ | [removed: (1,004)] [added: (1,130)] | |

| Equity-based [removed: derivatives(3)] [added: derivatives(2)] | | | $ | [removed: 103,944] [added: 51,501] | | | | | [removed: (1,095)] [added: (961)] | | | | | | [removed: (934)] [added: (73)] | | | | | | $ | [removed: 64,407] [added: 103,944] | | | | | [removed: (557)] [added: (1,095)] | | | | | | [removed: 1,800] [added: (934)] | | |

| Variable annuity and other living benefit feature embedded derivatives | | | | | | | | | [removed: (13,231)] [added: (4,746)] | | | | | | [removed: (1,563)] [added: (627)] | | | | | | | | | | | | [removed: (18,879)] [added: (13,231)] | | | | | | [removed: (1,921)] [added: (1,563)] | | |

| Indexed universal life contracts | | | | | | | | | [removed: (1,436)] [added: (986)] | | | | | | [removed: 54] [added: 24] | | | | | | | | | | | | [removed: (1,334)] [added: (1,436)] | | | | | | [removed: 59] [added: 54] | | |

| Indexed annuity contracts | | | | | | | | | [removed: (2,041)] [added: (2,506)] | | | | | | [removed: 680] [added: 841] | | | | | | | | | | | | [removed: (580)] [added: (2,041)] | | | | | | [removed: 186] [added: 680] | | |

| Total embedded [removed: derivatives(3)(4)] [added: derivatives(2)(3)] | | | | | | | | | [removed: (16,708)] [added: (8,238)] | | | | | | [removed: (829)] [added: 238] | | | | | | | | | | | | [removed: (20,793)] [added: (16,708)] | | | | | | [removed: (1,676)] [added: (829)] | | |

| Net estimated potential loss | | | | | | | | | | | | | | | $ | [removed: (2,893)] [added: (740)] | | | | | | | | | | | | | | | | | $ | [removed: (880)] [added: (2,893)] | |

[removed: (2)Includes] [added: (1)Includes] equity securities classified as “Assets supporting experience-rated contractholder liabilities” and “Equity securities, at fair value.”

[removed: (3)The] [added: (2)The] notional and fair value of equity-based derivatives and the fair value of embedded derivatives are also reflected in amounts under “Market Risk Related to Interest Rates” above, and are not cumulative.

[removed: (4)Excludes] [added: (2)Excludes] any offsetting impact of derivative instruments purchased to hedge changes in the embedded derivatives.

The following table sets forth the net estimated potential loss in fair value from such a change as of December 31, [removed: 2021] [added: 2022] and [removed: 2020.][added: 2021.]

| | | | As of December 31, [removed: 2021] [added: 2022] | | | | | | | | | | | | As of December 31, [removed: 2020] [added: 2021] | | | | | | | | |

| Unhedged portion of equity investment in international subsidiaries and foreign currency denominated investments in domestic general account portfolio | | | $ | [removed: 3,375] [added: 3,797] | | | | | $ | [removed: 338] [added: 380] | | | | | $ | [removed: 3,490] [added: 3,375] | | | | | $ | [removed: 349] [added: 338] | |

For additional information [removed: on] [added: regarding] our derivative activities, see Note 5 to the Consolidated Financial Statements.

[removed: associated with U.S. GAAP values of both the embedded derivatives and the related derivatives used to hedge the changes in] fair value of these embedded derivatives are provided under “Market Risk Related to Interest Rates” and “Market Risk Related to Equity Prices” above.

For additional information regarding our risk management strategies, including our living benefit hedging program and other product design elements, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations by [removed: Segment—Individual Annuities”] [added: Segment—Retirement Strategies”] above.

See “—Current Market Conditions” above, for how rapidly rising interest rates, among other factors, adversely impact the Company’s financial results.

[Table of Conten](#i871b01f4f55741bfadef8bff8ee00aa0_7)[t](#i871b01f4f55741bfadef8bff8ee00aa0_7)[s](#i871b01f4f55741bfadef8bff8ee00aa0_7)

[Table of Conten](#i871b01f4f55741bfadef8bff8ee00aa0_7)[t](#i871b01f4f55741bfadef8bff8ee00aa0_7)[s](#i871b01f4f55741bfadef8bff8ee00aa0_7)

| Swaps | | | | | | $ | 268,764 | | | | | (8,565) | | | | | | (3,631) | | | | | | $ | 269,823 | | | | | (1,748) | | | | | | (5,389) | | |

[Table of Conten](#i871b01f4f55741bfadef8bff8ee00aa0_7)[t](#i871b01f4f55741bfadef8bff8ee00aa0_7)[s](#i871b01f4f55741bfadef8bff8ee00aa0_7)

[Table of Conten](#i871b01f4f55741bfadef8bff8ee00aa0_7)[t](#i871b01f4f55741bfadef8bff8ee00aa0_7)[s](#i871b01f4f55741bfadef8bff8ee00aa0_7)

The market risk sensitivities associated with U.S. GAAP values of both the embedded derivatives and the related derivatives used to hedge the changes in

[Table of Conten](#i871b01f4f55741bfadef8bff8ee00aa0_7)[t](#i871b01f4f55741bfadef8bff8ee00aa0_7)[s](#i871b01f4f55741bfadef8bff8ee00aa0_7)

[Table of Conten](#i871b01f4f55741bfadef8bff8ee00aa0_7)[t](#i871b01f4f55741bfadef8bff8ee00aa0_7)[s](#i871b01f4f55741bfadef8bff8ee00aa0_7)

[Table of Contents](#i2d8168918e984d31ada0690a29ccbb16_7)

| Swaps | | | | | | $ | 269,823 | | | | | (1,748) | | | | | | (5,389) | | | | | | $ | 244,020 | | | | | 3,457 | | | | | | (6,039) | | |

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

The market risk sensitivities

| [Group [removed: Insurance](#i2d8168918e984d31ada0690a29ccbb16_31)] [added: Insurance](#i871b01f4f55741bfadef8bff8ee00aa0_31)] | | | [removed: [7](#i2d8168918e984d31ada0690a29ccbb16_31)] [added: [7](#i871b01f4f55741bfadef8bff8ee00aa0_31)] | | |

| [Individual [removed: Life](#i2d8168918e984d31ada0690a29ccbb16_37)] [added: Life](#i871b01f4f55741bfadef8bff8ee00aa0_37)] | | | [removed: [11](#i2d8168918e984d31ada0690a29ccbb16_37)] [added: [9](#i871b01f4f55741bfadef8bff8ee00aa0_37)] | | |

| [International [removed: Businesses](#i2d8168918e984d31ada0690a29ccbb16_43)] [added: Businesses](#i871b01f4f55741bfadef8bff8ee00aa0_43)] | | | [removed: [15](#i2d8168918e984d31ada0690a29ccbb16_43)] [added: [13](#i871b01f4f55741bfadef8bff8ee00aa0_43)] | | |

| [Corporate and [removed: Other](#i2d8168918e984d31ada0690a29ccbb16_46)] [added: Other](#i871b01f4f55741bfadef8bff8ee00aa0_46)] | | | [removed: [17](#i2d8168918e984d31ada0690a29ccbb16_46)] [added: [15](#i871b01f4f55741bfadef8bff8ee00aa0_46)] | | |

| [Closed Block [removed: Division](#i2d8168918e984d31ada0690a29ccbb16_49)] [added: Division](#i871b01f4f55741bfadef8bff8ee00aa0_49)] | | | [removed: [18](#i2d8168918e984d31ada0690a29ccbb16_49)] [added: [16](#i871b01f4f55741bfadef8bff8ee00aa0_49)] | | |

| [Seasonality of Key Financial [removed: Items](#i2d8168918e984d31ada0690a29ccbb16_52)] [added: Items](#i871b01f4f55741bfadef8bff8ee00aa0_52)] | | | [removed: [19](#i2d8168918e984d31ada0690a29ccbb16_52)] [added: [17](#i871b01f4f55741bfadef8bff8ee00aa0_52)] | | |

| [Intangible and Intellectual [removed: Property](#i2d8168918e984d31ada0690a29ccbb16_58)] [added: Property](#i871b01f4f55741bfadef8bff8ee00aa0_58)] | | | [removed: [21](#i2d8168918e984d31ada0690a29ccbb16_58)] [added: [19](#i871b01f4f55741bfadef8bff8ee00aa0_58)] | | |

| [Human Capital [removed: Resources](#i2d8168918e984d31ada0690a29ccbb16_64)] [added: Resources](#i871b01f4f55741bfadef8bff8ee00aa0_64)] | | | [removed: [37](#i2d8168918e984d31ada0690a29ccbb16_64)] [added: [35](#i871b01f4f55741bfadef8bff8ee00aa0_64)] | | |

| [Information About our Executive [removed: Officers](#i2d8168918e984d31ada0690a29ccbb16_67)] [added: Officers](#i871b01f4f55741bfadef8bff8ee00aa0_67)] | | | [removed: [38](#i2d8168918e984d31ada0690a29ccbb16_67)] [added: [37](#i871b01f4f55741bfadef8bff8ee00aa0_67)] | | |

Prudential Financial, Inc. (“Prudential Financial” or “PFI”), a global financial services leader and premier active global investment manager with approximately [removed: $1.742] [added: $1.377] trillion of assets under management as of December 31, [removed: 2021,] [added: 2022,] has operations in the United States, Asia, Europe and Latin America.

Our principal operations consist of PGIM (our global investment management business), our U.S. Businesses (consisting of our [removed: Retirement,] [added: Retirement Strategies,] Group Insurance, Individual [removed: Annuities, Individual] Life and Assurance IQ businesses), our International Businesses, the Closed Block division and our Corporate and Other operations.

In October 2021, [removed: as part of] the [removed: Company’s multi-year business transformation effort, we] [added: Company] announced the creation of Retirement Strategies, a new U.S. business that [removed: will] [added: would] serve the retirement needs of both [removed: individual] [added: its institutional] and [added: individual customers by bringing the] institutional [removed: customers.][added: investment and pension solutions offered through the Retirement business together with the financial solutions and capabilities of the Individual Annuities business.]

| Products Our products and services are offered through the following businesses: •PGIM Fixed Income—provides global active asset management services across public fixed income markets. •Jennison Associates—provides active fundamental public equity and fixed income asset management services across an array of growth, value, global and specialty equity strategies, as well as fixed income strategies. •PGIM Quantitative Solutions—provides a range of systematic, customized solutions across equity, multi-asset, and liquid alternative platforms. •PGIM Private Capital—provides private credit solutions across the risk spectrum including investment grade, high yield, direct lending and mezzanine financing. •PGIM Real Estate—provides a broad range of public and private real estate debt and equity strategies [removed: and provides] [added: as well as] private equity investments with a focus on secondary transactions in the small and mid-cap market. •PGIM Investments—offers actively managed investment solutions, including mutual funds, exchange-traded funds (“ETFs”) and separately managed accounts to individual investors and financial intermediaries in the U.S., as well as Undertakings for the Collective Investment in Transferable Securities (“UCITS”) and other investment solutions to financial intermediaries in select countries across Europe, Asia and Latin America. Additionally, operates local asset management businesses in Taiwan and India and has interests in an operating joint venture in China. We hold seed and co-investments in some of our investment products to either (i) seed new products or investment strategies in order to develop a track record prior to obtaining third-party investments, or (ii) co-invest alongside clients in PGIM-managed funds to demonstrate that our interests are aligned with theirs. | | | Marketing and Distribution We primarily distribute products through the following channels: •Institutional ◦Proprietary sales force for each PGIM business with independent marketing and client service teams. ◦PGIM’s Institutional Relationship Group, which develops relationships with, and introduces PGIM’s broad capabilities to, large institutions globally. •Retail ◦Third-party intermediaries and product manufacturers/distributors globally who include our investment options in their products and platforms. ◦Distribution channels associated with other Prudential business segments. ◦Licensed sales professionals within Prudential Advisors, Prudential’s proprietary nationwide sales organization. •General Account ◦Provide investment management services across a broad array of asset classes for our general account. | | |

| Revenues and Profitability Our revenues primarily come from: •Asset management fees, which are typically calculated based upon a percentage of assets under management. In certain asset management arrangements, we also receive performance-based incentive fees when the return on the managed assets exceeds certain benchmark returns or other performance targets. [added: •Revenues from commercial mortgage origination and servicing.] •Transaction fees earned in connection with the structuring, sale or purchase of assets, primarily related to real estate and private fixed income. •Investment returns from seed and co-investments. [removed: •Revenues from commercial mortgage origination and servicing.] Our profitability is substantially impacted by: •Macro market movements (e.g., interest rates, credit spreads and equity market performance). •Our ability to achieve investment returns above the target benchmarks. •Our ability to attract and retain client investments. | | | Competition We compete with numerous asset managers and other financial institutions. For our investment management products, we compete based on a number of factors, including investment performance, strategy and process, talent, organizational stability and client relationships. We offer products across multiple asset classes, with specialized investment teams that employ approaches designed to add value in each product area or asset class. Our organizational stability and robust institutional and retail businesses have helped attract and retain talent critical to delivering investment results for clients. Our private credit and commercial real estate lending businesses compete based on price, terms, execution and the strength of our relationship with the borrower. | | |

U.S. [removed: Businesses—Retirement][added: Businesses—Retirement Strategies]

[removed: Develops] [added: Our Institutional Retirement Strategies business develops] and distributes retirement investment and income products and services to retirement plan sponsors in the public, private and not-for-profit sectors, both domestically and internationally in the United Kingdom.

[removed: | Products We offer a variety of institutional investment and pension products and solutions: Payout Annuities: products that provide a predictable source of monthly income, generally for the life of the annuitant. •Pension risk transfer—non-participating group annuity insurance and reinsurance contracts issued to pension plan sponsors and intermediaries, under which we assume all investment and actuarial risk associated with a group of specified participants within a plan in return for a premium typically paid as a lump-sum at inception. •Pension risk transfer—longevity reinsurance contracts with counterparties from which we earn a fee for assuming the longevity risk of pension plans that have been insured by third-parties. Premiums for these products are typically paid over the duration of the contract as opposed to a lump-sum at inception. Stable Value: products where our obligations are backed by our general account, and where we bear some or all of the investment and asset-liability management risk, depending on the product. •Investment-only products—for use in institutional capital markets and qualified plans primarily including fee-based wraps through which customers’ funds are held in a client-owned trust and investment results pass through to the customer. We earn fee revenue for providing a guaranteed minimum interest rate backed by the general account. •Guaranteed Investment Contracts and Funding Agreements—contain an obligation to pay interest at a specified rate and to repay principal at maturity or following contract termination. Other products: includes structured settlements and other group annuities. | | | Marketing and Distribution We primarily distribute products through the following channels: •Pension risk transfer through actuarial consultants and third-party brokers. •Structured settlements through third-party specialized brokers. •Voluntary income products and other group annuities directly to plan sponsors. •Stable value products through our proprietary sales force and third-party intermediaries. | | |][added: | We offer a variety of products and solutions to serve different retirement needs and goals: *Institutional Retirement Strategies* Payout Annuities: products that provide a predictable source of monthly income, generally for the life of the annuitant. •Pension risk transfer—non-participating group annuity insurance and reinsurance contracts issued to pension plan sponsors and intermediaries, under which we assume all investment and actuarial risk associated with a group of specified participants within a plan in return for a premium typically paid as a lump-sum at inception. •Pension risk transfer—longevity reinsurance contracts with counterparties from which we earn a fee for assuming the longevity risk of pension plans that have been insured by third-parties. Premiums for these products are typically paid over the duration of the contract as opposed to a lump-sum at inception. Stable Value: products where our obligations are backed by our general account, and where we bear some or all of the investment and asset-liability management risk, depending on the product. •Investment-only products—for use in institutional capital markets and qualified plans primarily including fee-based wraps through which customers’ funds are held in a client-owned trust and investment results pass through to the customer. We earn fee revenue for providing a guaranteed minimum interest rate backed by the general account. •Guaranteed Investment Contracts and Funding Agreements—contain an obligation to pay interest at a specified rate and to repay principal at maturity or following contract termination. Other products: includes structured settlements and other group annuities. *Individual Retirement Strategies* Indexed Variable Annuities •The Prudential FlexGuard® indexed variable annuity, offers the contractholder an opportunity to allocate funds to variable subaccounts and index-based strategies. The strategies provide an interest component linked to, but not an investment in, the selected index, and its performance over the elected term, subject to certain contractual minimums and maximums, and also provides varying levels of downside protection at pre-determined levels and durations. The product also allows for additional deposits and provides a Return of Purchase Payment (“ROP”) death benefit at no additional charge. | | | •The Prudential FlexGuard® Income indexed variable annuity offers similar investment and crediting features as The Prudential FlexGuard® product, with a focus on income protection by providing a protected income benefit for an additional fee. Crediting strategies are limited during the income phase. Traditional Variable Annuities •The Prudential Premier® Investment Variable Annuity (“PPI”) offers tax-deferred asset accumulation, annuitization options and an optional death benefit that guarantees the contractholder’s beneficiary a return of total purchase payments made to the contract, adjusted for any partial withdrawals, upon death. •The Prudential MyRock® Advisor Variable Annuity, a fee-based product that offers an optional Dynamic Income Benefit (“IB”) rider that provides longevity protection through a preset withdrawal percentage applied to a variable income base. In addition, the product offers either a basic death benefit or an ROP death benefit. Both the IB and the ROP are available for an additional fee. Fixed Annuities •PruSecure®, SurePath® and SurePath® Income, all single premium fixed indexed annuities, offer flexibility to allocate account balances between an index-based strategy and a fixed rate strategy. The index-based strategy provides interest or an interest component linked to, but not an investment in, the selected index, and its performance over the elected term (i.e., 1, 3 or 5 years for PruSecure® and 1 or 3 years for SurePath® and SurePath® Income), subject to certain contractual minimums and maximums. The fixed rate strategy, not associated with an index, offers a guaranteed growth at a set interest rate for one year and can be renewed annually. Additionally, SurePath® Income offers a benefit that provides for guaranteed lifetime withdrawal payments. •The Prudential Fixed Annuity with Daily Advantage Income Benefit® (“DAI”), a single premium fixed annuity, provides principal protection as well as a guaranteed lifetime withdrawal income payment for an additional fee. The lifetime income amount increases daily without exposure to the equity market until the contractholder begins taking withdrawals. •The Prudential Immediate Income Annuity (“PIIA”), a single premium immediate annuity, provides a regular stream of benefit payments. The payments are guaranteed, cannot be changed and are higher than those guaranteed on products that provide liquidity. | | |]

Retirement [added: Strategies] (Continued)

| Revenues and Profitability Our revenues primarily come in the form of: [added: *Institutional Retirement Strategies*] •Premiums associated with insurance and reinsurance contracts and our payout annuities. •Policy charges and fee income based on account values of our fee-based stable value and longevity reinsurance products. •Investment income (which contributes to the net spread over interest credited on our products and related expenses). Our profitability is substantially impacted by our ability to appropriately price our products. We price our products based on pricing models that consider the investment environment and our risk, fees, expenses, profitability targets, and assumptions for mortality and potential for early retirement. These assumptions may be less predictable in certain markets. [added: *Individual Retirement Strategies* •Fee income from asset management fees and service fees, which represent administrative service and distribution fees from many of our proprietary and non-proprietary mutual funds. The asset management fees are determined as a percentage of the average assets of our proprietary mutual funds in our variable annuity products (net of sub-advisory expenses related to non-proprietary sub-advisors). •Policy charges and fee income representing mortality, expense and other fees for various insurance-related options and features based on the average daily net asset value of the annuity separate accounts, account value, premium, or guaranteed value, as applicable. •Investment income (which contributes to the net spread over interest credited on certain products and related expenses). Our profitability is substantially impacted by our ability to appropriately price our products. We price our products based on: •An evaluation of the risks assumed and consideration of applicable risk management strategies, including hedging and reinsurance costs. •Assumptions regarding investment returns and contractholder behavior, including persistency, benefit utilization and the timing and efficiency of withdrawals for contracts with living benefit features, as well as other assumptions.] | | | [added: Marketing and Distribution *Institutional Retirement Strategies* We primarily distribute products through the following channels: •Pension risk transfer through actuarial consultants and third-party brokers. •Structured settlements through third-party specialized brokers. •Voluntary income products and other group annuities directly to plan sponsors. •Stable value products through our proprietary sales force and third-party intermediaries. *Individual Retirement Strategies* Our distribution efforts, which are supported by a network of internal and external wholesalers, are executed through a diverse group of distributors, including: •Third-party distribution through: ◦Broker-dealers; ◦Banks and wirehouses; ◦Independent financial planners; and ◦Independent Marketing Organizations (“IMO”) (specifically for SurePath® and SurePath® Income). •Financial professionals associated with Prudential Advisors, Prudential’s proprietary nationwide sales organization.] Competition [added: *Institutional Retirement Strategies*] We compete with other large, well-established insurance companies, asset managers and diversified financial [removed: institutions. We compete] [added: institutions] primarily based on: •Pricing. •Structuring capabilities. •Our ability to offer innovative product solutions and successfully execute large-scale transactions. We are a leader in providing innovative pension risk management solutions to plan sponsors and in the stable value market. We believe the pension risk transfer market continues to offer attractive opportunities that are aligned with our expertise. [added: *Individual Retirement Strategies* We are among the industry’s largest providers of individual annuities and we compete with other providers of retirement savings and accumulation products, including large, well-established insurance and financial services companies, and private equity firms. We believe our competitive advantage lies primarily in our innovative product features and our risk management strategies as well as brand recognition, financial strength, the breadth of our distribution platform and our customer service capabilities. We periodically adjust product offerings, prices and features based on the market and our strategy, with a goal of achieving customer and enterprise value.] | | |

| Products We offer a variety of [removed: products] [added: products,] through [added: both] non-experience rated contracts (where we assume all mortality/morbidity risk) and experience rated contracts (where mortality/morbidity experience is shared between us and the clients), and services through the following businesses: Group Life Insurance •Employer-paid, employee-paid and member-paid coverages for term [removed: life insurance,] [added: life,] group universal [removed: life,] [added: life and] group variable universal [removed: life, basic and optional] [added: life insurance, as well as] accidental death and dismemberment insurance. Certain coverages allow employees to retain their coverage when they change employers or retire, and we offer waiver of premium coverage in the event the insured suffers a qualifying disability. •Group corporate-, bank- and trust-owned life insurance in the form of group variable life insurance contracts utilizing separate accounts. These products are typically used by large corporations to fund deferred compensation plans and benefit plans for retired employees. Group Disability Insurance •Short-term and long-term group disability insurance, which protect against loss of wages due to illness or injury. Short-term disability generally provides weekly benefits for three to six months while long-term disability benefits are typically paid monthly, following a waiting period, and generally continue until the insured [added: either] returns to work or reaches normal retirement age. [removed: •Plan administration and absence management services.] •Other supplemental health solutions, including accident and critical illness insurance. [added: •Plan administration and absence management services.] | | | Marketing and Distribution We primarily distribute products through a proprietary sales force organized around market segments in conjunction with employee benefit brokers and consultants. We define our market segments as follows: •National—large corporations and other organizations having over 5,000 individuals. •Premier—corporations and other organizations that have between 100 and 5,000 individuals. •Association—affinity groups, regardless of size. | | |

| Revenues and Profitability Our revenues primarily come in the form of: •Premiums and policy charges for our group life and group disability products. •Investment income (which contributes to the net spread over interest credited on our products and related expenses). Our profitability is substantially impacted by our ability to appropriately price our products, many of which include multiple year premium rate guarantees. We price our products based on: •Underwriting practices and rating systems that consider company, industry and/or other experience. •The expected pay-out of benefits and other costs that we calculate using assumptions for mortality and morbidity rates, interest rates and expenses, depending upon the specific product features. | | | Competition We compete with other large, well-established life and health insurance providers in mature markets. We compete primarily based on brand recognition, service capabilities, customer relationships, financial strength, our range of product offerings and price. Our pricing of group insurance products is reflective of the large number of competitors in the marketplace. [removed: The] [added: While the] majority of our premiums are derived from the National [removed: segment and] [added: segment,] we are [added: actively] seeking to grow our Premier and Association segments. Employee-paid coverage is important as employers attempt to control costs and shift benefit decisions and funding to employees who continue to value workplace benefits. Our profitability is dependent, in part, on the voluntary coverage marketplace, which will be affected by future employment and compensation rates. | | |

[removed: Develops] [added: Our Individual Retirement Strategies business develops] and distributes individual variable and fixed annuity [removed: products,] [added: products in the U.S.,] primarily to [removed: U.S.] mass affluent (households with investable assets or annual income in excess of $100,000) and affluent (households with investable assets in excess of $250,000) customers with a focus on innovative product design and risk management strategies.

Develops and distributes variable life, [removed: term] [added: universal] life and [removed: universal] [added: term] life insurance products primarily to U.S. mass middle (households with investable assets in excess of $25,000 or annual income in excess of $50,000), mass affluent (households with investable assets or annual income in excess of $100,000) and affluent (households with investable assets in excess of $250,000) customers with a focus on providing life insurance solutions to protect individuals, families and businesses and to support estate and wealth transfer planning.

| Products We offer a variety of [removed: products] [added: products, consisting of base contracts and riders,] that serve different protection needs and [removed: goals:] [added: goals, including:] Variable Life—permanent coverage for life with potential to accumulate policy cash value based on underlying investment options. •Our variable life policies offer flexibility in payment options and the potential to accumulate cash value through a suite of underlying investment options or a fixed rate option. [removed: •We offer different types of] [added: •Indexed] variable life policies [removed: that,] [added: provide index-linked investment options (index strategies)] in addition to [removed: the death benefit, are tailored to prioritize different goals, such as protection with moderate risk, growth with higher risk or legacy giving. Term Life—coverage for] a [removed: specified number] [added: suite] of [removed: years with] [added: underlying investment options or] a [removed: guaranteed tax-advantaged death benefit. •Most of our term life policies offer an income tax-free death benefit, guaranteed premiums that will stay the same during the level-premium period and access] [added: fixed rate option. Index strategies credit interest] to the [removed: death benefit while the policyholder is still alive to help them if they become terminally ill. •Most of our term life policies also offer a conversion option] [added: cash value] that [removed: allows] [added: is linked to, but not an investment in,] the [removed: policyholder] [added: performance of an external index, subject] to [removed: convert the policy into a permanent policy that can potentially cover the insured for life.] [added: certain parameters such as cap, step, participation, and buffer rates, and contractual minimums/maximums.] Universal Life—permanent coverage for life with the potential to accumulate policy cash value. [removed: •Our] [added: ◦Our] universal life policies offer flexibility in payment options and the potential to accumulate cash value in an account that earns interest based on a crediting rate determined by the Company, subject to contractual minimums. [removed: •Indexed] [added: ◦Indexed] universal life policies provide interest credited to the cash value that is linked to, but not an investment in, the performance of an external index [removed: over a 1-year period,] subject to certain cap and participation rates and contractual minimums/maximums. [removed: Other Universal Life *(Sales Discontinued as] [added: Term Life—coverage for a specified number] of [removed: July 13, 2020)* •PruLife® Universal Protector,] [added: years with] a [removed: single life,] guaranteed [removed: universal] [added: tax-advantaged death benefit. •Most of our term] life [removed: insurance product.] [added: policies offer an income tax-free death benefit and guaranteed premiums that will stay the same during the level-premium period. •Most of our term life policies also offer a conversion option that allows the policyholder to convert the policy into a permanent policy that can potentially cover the insured for life. Other •Final Expense Insurance—a whole life product that provides coverage in smaller face amounts, typically used for funeral expenses.] | | | Marketing and Distribution Our distribution efforts, which are supported by a network of internal and external wholesalers, are executed through a diverse group of distributors, including: *•*Third-party distribution through: ◦Independent brokers; ◦Banks and wirehouses; and ◦General agencies and producer groups. •Prudential Advisors (Prudential’s proprietary nationwide sales organization), which: ◦Distributes Prudential life insurance, annuities and investment products with proprietary and non-proprietary investment options as well as select insurance, annuities and investment products from other financial services firms. ◦Offers certain retail brokerage and retail investment advisory services (through our dually-registered broker-dealer and investment advisor, Pruco Securities, LLC) including brokerage accounts, discretionary and non-discretionary investment advisory programs and financial planning services. [removed: ◦Continues to execute] [added: ◦Executes] a solutions-oriented business model centered around client relationships while strengthening and driving Prudential’s brand promise. ◦Receives a market-based allowance from other Prudential business segments for distributing their products, which is eliminated between the segments in consolidation. •Assurance IQ: [removed: ◦Assurance IQ, a] [added: ◦A] wholly-owned consumer solutions platform that leverages data science and technology to distribute [removed: a] proprietary [added: simplified products consisting of] term life [removed: product] [added: and final expense insurance] (as well as other third-party life, health and financial wellness solutions) directly to retail shoppers primarily through its digital and agent channels. •Direct-to-Consumer through: [removed: ◦LINK by Prudential, a personalized] [added: ◦The] digital [removed: platform that connects] [added: platform, Prudential.com, provides distribution of our simplified products online. ◦Personal Advisory Group is Prudential’s sales desk where] customers [added: can speak] to [added: an agent via phone to fulfill their] insurance [removed: professionals, through various channels (online, phone, video chat,] or [removed: in person).] [added: investment needs.] | | |

| Revenues and Profitability Our revenues primarily come in the form of: •Premiums that are fixed in accordance with the terms of the policies. •Policy charges and fee income consisting of in-force policy- and/or asset-based fees. •Investment income (which contributes to the net spread over interest credited on our products and related expenses). Our profitability is substantially impacted by our ability to appropriately price our products. We price our products based on our assumptions of future: •Mortality and morbidity; [removed: •Persistency;] [added: •Policyholder behavior;] •Interest rates; •Expenses; •Premium payment patterns; [added: •Performance of ceded reinsurance;] •Separate account fund performance; and •Product-generated tax deductions. | | | Competition We compete with other large, well-established life insurance companies in a mature market. We compete primarily based on price, service (including the speed and ease of underwriting), distribution channel relationships, brand recognition and financial strength. Due to the large number of competitors, pricing is competitive. We periodically adjust product offerings, prices and features based on the market and our strategy, with a goal of achieving customer and enterprise value. | | |

Leverages data science and technology to primarily distribute third-party products [removed: (such as Medicare,] [added: (Medicare,] life, health, and property and casualty products) and [removed: a] proprietary [removed: term life product] [added: insurance products] directly to retail [removed: shoppers, primarily] [added: shoppers] through its digital and agent channels.

| Products Assurance IQ [removed: primarily] distributes the following products: •Medicare—third-party Medicare Supplement and Medicare Advantage for qualifying Medicare beneficiaries. •Life—third-party life insurance products, including term life, final expense, and whole life protection, as well as [removed: a] [added: simplified products consisting of] proprietary term life [removed: product. Some] [added: and final expense insurance. Most] carriers’ products allow for simplified underwriting to enable faster policy placement. •Health Under 65—third-party primary and supplemental health insurance that [added: help] cover an individual’s medical and prescription expenses, including product coverage provided under the Affordable Care Act. •Property and [removed: Casualty—third-party] [added: Casualty—primarily third-party] auto and home insurance coverage that indemnifies customers for loss caused by accidents, theft, natural disasters and other events where property damage or financial loss may occur. | | | Marketing and Distribution The Assurance IQ business model relies primarily on digital marketing and data science to reach prospective customers (“shoppers”) to, in turn, drive traffic to its distribution platform. Digital marketing includes traffic from various sources such as search, email, and social media. To a lesser extent, we also use traditional forms of marketing such as direct mail and television. We primarily distribute products through the following channels: [removed: *•*On Demand Agents—Commission-based, independent agents that are located across the United States. They work remotely, and collectively are licensed to sell various products in all 50 states.] *•*Hub Agents—Licensed agents employed by Assurance IQ who work in certain strategic locations across the U.S. or via [removed: work-at-home] [added: remote] arrangements. Agents are compensated through a combination of base and incentive pay. [added: *•*On Demand Agents—Commission-based, independent agents that are located across the United States. They work remotely, and collectively are licensed to sell various products in all 50 states.] •Third-Party Agent Call Centers—Assurance IQ may contract with licensed agent call centers as a means of serving shoppers, especially during periods of peak shopper demand (e.g., Medicare annual election period in the fourth quarter). •Digital—Shoppers can price and purchase many of Assurance IQ’s offerings completely online, without the involvement of an agent. •Third-Party Case Referrals—Assurance IQ transfers shoppers in the form of calls, clicks and leads to selected marketing partners who may be able to alternatively serve a shopper’s specific needs for [removed: life, health,] Medicare, property and casualty insurance, and various personal [removed: finance] [added: finance, life and health] products. | | |

| Revenues [removed: &] [added: and] Profitability Our revenues primarily come in the form of: •Commissions received from product manufacturers. •Case referral revenues earned from marketing partners related to the transfer of calls, clicks or leads. Our profitability will be substantially impacted by [added: (i)] our ability to achieve scale in the [removed: long-term.] [added: long-term and (ii) the impact of our customer retention experience and assumptions on our revenue valuation.] | | | Competition We compete with large and small [added: Medicare,] life, health and property and casualty retail distributors, third-party brokers, and other fintech and insurtech companies. We compete based on several factors, including: marketing reach and effectiveness; the ability to effectively match shoppers to [removed: the right] products and solutions using data science; our capacity to meet shoppers’ demands; and the quality of our technology platform, which optimizes the customer experience and enables agents to efficiently service shoppers. | | |

Our Gibraltar Life and Other operations also provide similar [removed: products] [added: products, as well as advisory and administration services] to broad middle income and mass affluent customers across Japan, and through our joint ventures in Chile, China, India and Indonesia, and our strategic investments in [removed: Ghana and] [added: Ghana,] Kenya [added: and South Africa] through multiple distribution channels (including banks, independent agencies and Life Consultants).

| Products Our products are classified into the following four categories: Life Insurance Protection Products—include various traditional whole life products that provide either level or increasing coverage, and that offer limited or lifetime premium payment options. •We also offer increasing, decreasing and level benefit term insurance products that provide coverage for a specified time period, as well as protection-oriented variable life products. •Some of these protection products are denominated in U.S. dollars and some are sold as bundled products that, in addition to death protection, include health benefits or savings elements. Retirement Products—include retirement income products that combine insurance protection similar to term life with: •A lifetime income stream that commences at a predefined age; •A savings-oriented variable life product that provides a non-guaranteed return linked to an underlying investment portfolio of equity and fixed income funds selected by the customer; and •Endowments that provide payment of the face amount on the earlier of death or policy maturity. [removed: Annuity] [added: Investment] Products—primarily represented by U.S. dollar-denominated [removed: fixed annuities] [added: investment contracts] sold by our Gibraltar Life operations in Japan. [removed: •Sales and surrenders of non-yen denominated] [added: •Represents single-pay whole life] products [removed: in Japan can be sensitive to foreign currency relationships which are impacted by, among other things, the comparative] [added: where credited] interest rates [removed: in their respective countries.] [added: are reset periodically for certain products.] •Most of our [removed: fixed annuity products] [added: investment contracts] impose a market value adjustment if the contract is not held to maturity. Accident and Health Products—that provide the following: •Benefits to cover accidental death and dismemberment, hospitalization, surgeries, as well as costs of cancer and other dread diseases often sold as supplementary riders and not as stand-alone products; and [removed: • Waiver] [added: •Waiver] of premium coverage where required premiums are waived in the event the customer suffers a qualifying disability. | | | Marketing and Distribution Our marketing and distribution efforts are conducted through the following proprietary agent models and third-party channels: •Proprietary agent models: ◦Life Planners*—*focus on selling protection-oriented life insurance products on a needs basis to mass affluent and affluent customers, as well as retirement-oriented products to small businesses. We believe that our recruiting and selection process, training programs and compensation packages are key to the Life Planner model and have helped our Life Planner operations achieve higher levels of agent retention, agent productivity and policy persistency. ◦Life Consultants*—*a proprietary distribution force for products offered by our Gibraltar Life operations. Their focus is to provide individual protection products to the broad middle income market, primarily in Japan, particularly through relationships with affinity groups. Our Life Consultant operation is based on a variable compensation plan designed to improve productivity and persistency that is similar to compensation plans in our Life Planner operations. •Third-party channels: ◦Bank Distribution Channel*—*sells primarily life insurance products intended to provide savings features, premature death protection and estate planning benefits as well as [removed: fixed annuity] [added: investment] products primarily denominated in U.S. dollars. We view this channel as an adjunct to our core Life Planner and Life Consultant distribution channels. We have relationships with each of Japan’s four largest banks, as well as many regional banks, and we continue to explore opportunities to expand our distribution capabilities through this channel, as appropriate. ◦Independent Agency Distribution Channel*—*sells protection products and high cash value products for retirement benefits through the corporate market, and a variety of other products including protection and [removed: fixed annuity] [added: investment] products through the individual market. Our focus is to maintain a diverse mix of independent agency relationships, including corporate agencies and other independent agencies, with a balanced focus on individual and corporate markets. | | |

| Revenues and Profitability Our revenues primarily come in the form of: •Premiums that are fixed or flexible in accordance with the terms of the policies. •Policy charges and fee income consisting of in-force policy- and/or asset-based fees. •Investment income (which contributes to the net spread over interest credited on our products and related expenses). Our profitability is substantially impacted by our ability to appropriately price our products. [added: Sales and surrenders of non-yen denominated products in Japan can be sensitive to foreign currency relationships which are impacted by, among other things, the comparative interest rates in their respective countries.] We price our products based on: •Local regulation, which is generally more restrictive for product offerings, pricing and structure than U.S. insurance regulation. Each international insurance operation has its own underwriting department that employs variations of U.S. practices in underwriting individual policy risks. To the extent permitted by local regulation, we base premiums and policy charges for our products on expected death and morbidity benefits, surrender benefits, expenses, required reserves, interest rates, policy persistency and premium payment patterns. In setting underwriting limits, we also consider local industry standards to prevent adverse selection and to stay abreast of industry trends. In addition, we set underwriting limits together with each operation’s reinsurers. •Achieving a targeted rate of return for each operation, taking into account the country-specific costs of capital, risks, and competitive environment. The profitability of our products is impacted by differences between actual mortality, morbidity, expense, and investment experience and the related assumptions used in pricing these policies. As a result, the profitability of our products can fluctuate from period to period. Changes in local tax laws may also affect profitability. | | | Competition The life insurance market in Japan is mature and pricing is competitive. Rather than competing primarily based on price, we generally compete on the basis of customer service, including our needs-based approach to selling, the quality and diversity of our distribution capabilities, and our financial strength. Demographic trends in Japan suggest an increasing opportunity for product innovation, such as introducing insurance products that allow for savings and income and offering differentiated health products with value added services as a growing portion of the population prepares for retirement. The ability to sell through multiple and complementary distribution channels is also a competitive advantage; however, competition for sales personnel, as well as access to third-party distribution channels, is intense. | | |

*Corporate Operations—*Consists primarily of: (1) capital that is not deployed in any business segment; (2) investments not allocated to business segments, including debt-financed investment portfolios, and tax credit and other tax-enhanced investments financed by business segments; (3) capital debt, including any related interest expense and financing costs, that is used or will be used to meet the capital requirements of the Company; (4) our qualified and non-qualified pension and other employee benefit plans, after allocations to business segments; (5) corporate-level activities, after allocations to business segments, including strategic expenditures, acquisition and disposition costs, corporate governance, corporate advertising, philanthropic activities, deferred compensation, and costs related to certain contingencies and legal matters; (6) expenses associated with the multi-year plan of programs that span across our businesses and the functional areas that support those businesses; (7) certain retained obligations relating to pre-demutualization policyholders; (8) impacts of risk management activities pursuant to our Risk Appetite Framework; (9) the foreign currency income hedging program used to hedge certain non-U.S. dollar denominated earnings in our International Businesses segment; (10) intercompany arrangements with our International Businesses and PGIM segments to translate [added: certain] non-U.S. dollar-denominated earnings at fixed currency exchange rates; and (11) transactions with and between other segments, including the elimination of intercompany transactions for consolidation purposes.

*•Full Service Retirement Business—*In the third quarter of 2021, we entered into a definitive agreement to sell our Full Service Retirement [removed: business, subject to regulatory approvals and customary closing conditions.][added: business.]

The results of this business and the impact of its anticipated sale were transferred from the Retirement segment to Divested and Run-off [removed: Businesses, and all prior period amounts were restated] [added: Businesses] at that time.

The results of this business and the impact of its anticipated sale were transferred from the International Businesses segment to Divested and Run-off [removed: Businesses, and all prior period amounts were restated] [added: Businesses] at that time.

The sale was completed in the [removed: fourth] [added: second] quarter of [removed: 2019.][added: 2022.]

[removed: Any experience in] [added: A policyholder dividend obligation liability is established for any] excess [removed: of amounts assumed] [added: experience, which] may be available for distribution over time to Closed Block policyholders as part of policyholder [removed: dividends] [added: dividends,] unless offset by future Closed Block experience that is less favorable than expected.

| [removed: Retirement] [added: Retirement Strategies - Institutional] | | | Higher reserve gains(3) | | | Higher reserve gains(3) | | | Lower reserve gains(3) | | | Lower reserve gains(3) | | |

We regularly enter into [added: third-party] reinsurance agreements as either the ceding entity or the assuming entity.

We enter into reinsurance agreements as the ceding entity for a variety of reasons, but primarily do so to reduce exposure to loss, reduce risk volatility, provide additional capacity for future [removed: growth] [added: growth, facilitate the disposition of a block of business,] and for capital management purposes.

| [Overview](#i871b01f4f55741bfadef8bff8ee00aa0_19) | | | [2](#i871b01f4f55741bfadef8bff8ee00aa0_19) | | |

| [PGIM](#i871b01f4f55741bfadef8bff8ee00aa0_25) | | | [3](#i871b01f4f55741bfadef8bff8ee00aa0_25) | | |

| [Retirement Strategies](#i871b01f4f55741bfadef8bff8ee00aa0_28) | | | [5](#i871b01f4f55741bfadef8bff8ee00aa0_28) | | |

| [Assurance IQ](#i871b01f4f55741bfadef8bff8ee00aa0_40) | | | [11](#i871b01f4f55741bfadef8bff8ee00aa0_40) | | |

| [Reinsurance](#i871b01f4f55741bfadef8bff8ee00aa0_55) | | | [18](#i871b01f4f55741bfadef8bff8ee00aa0_55) | | |

| [Regulation](#i871b01f4f55741bfadef8bff8ee00aa0_61) | | | [19](#i871b01f4f55741bfadef8bff8ee00aa0_61) | | |

[Table of Conten](#i871b01f4f55741bfadef8bff8ee00aa0_7)[t](#i871b01f4f55741bfadef8bff8ee00aa0_7)[s](#i871b01f4f55741bfadef8bff8ee00aa0_7)

Commencing with the second quarter of 2022, this new structure has been fully operationalized; therefore, the results of the former Retirement segment (now known as the “Institutional Retirement Strategies” operating segment) and the former Individual Annuities segment (now known as the “Individual Retirement Strategies” operating segment) have been aggregated into the Retirement Strategies segment.

Prior periods have been updated to conform to this new presentation.

[Table of Conten](#i871b01f4f55741bfadef8bff8ee00aa0_7)[t](#i871b01f4f55741bfadef8bff8ee00aa0_7)[s](#i871b01f4f55741bfadef8bff8ee00aa0_7)

[Table of Conten](#i871b01f4f55741bfadef8bff8ee00aa0_7)[t](#i871b01f4f55741bfadef8bff8ee00aa0_7)[s](#i871b01f4f55741bfadef8bff8ee00aa0_7)

[Table of Conten](#i871b01f4f55741bfadef8bff8ee00aa0_7)[t](#i871b01f4f55741bfadef8bff8ee00aa0_7)[s](#i871b01f4f55741bfadef8bff8ee00aa0_7)

Serves the retirement needs of both our institutional and individual customers.

| Products | | | | | |

[Table of Conten](#i871b01f4f55741bfadef8bff8ee00aa0_7)[t](#i871b01f4f55741bfadef8bff8ee00aa0_7)[s](#i871b01f4f55741bfadef8bff8ee00aa0_7)

[Table of Conten](#i871b01f4f55741bfadef8bff8ee00aa0_7)[t](#i871b01f4f55741bfadef8bff8ee00aa0_7)[s](#i871b01f4f55741bfadef8bff8ee00aa0_7)

[Table of Conten](#i871b01f4f55741bfadef8bff8ee00aa0_7)[t](#i871b01f4f55741bfadef8bff8ee00aa0_7)[s](#i871b01f4f55741bfadef8bff8ee00aa0_7)

[Table of Conten](#i871b01f4f55741bfadef8bff8ee00aa0_7)[t](#i871b01f4f55741bfadef8bff8ee00aa0_7)[s](#i871b01f4f55741bfadef8bff8ee00aa0_7)

[Table of Conten](#i871b01f4f55741bfadef8bff8ee00aa0_7)[t](#i871b01f4f55741bfadef8bff8ee00aa0_7)[s](#i871b01f4f55741bfadef8bff8ee00aa0_7)

[Table of Conten](#i871b01f4f55741bfadef8bff8ee00aa0_7)[t](#i871b01f4f55741bfadef8bff8ee00aa0_7)[s](#i871b01f4f55741bfadef8bff8ee00aa0_7)

[Table of Conten](#i871b01f4f55741bfadef8bff8ee00aa0_7)[t](#i871b01f4f55741bfadef8bff8ee00aa0_7)[s](#i871b01f4f55741bfadef8bff8ee00aa0_7)

[Table of Conten](#i871b01f4f55741bfadef8bff8ee00aa0_7)[t](#i871b01f4f55741bfadef8bff8ee00aa0_7)[s](#i871b01f4f55741bfadef8bff8ee00aa0_7)

[Table of Conten](#i871b01f4f55741bfadef8bff8ee00aa0_7)[t](#i871b01f4f55741bfadef8bff8ee00aa0_7)[s](#i871b01f4f55741bfadef8bff8ee00aa0_7)

[Table of Conten](#i871b01f4f55741bfadef8bff8ee00aa0_7)[t](#i871b01f4f55741bfadef8bff8ee00aa0_7)[s](#i871b01f4f55741bfadef8bff8ee00aa0_7)

[Table of Conten](#i871b01f4f55741bfadef8bff8ee00aa0_7)[t](#i871b01f4f55741bfadef8bff8ee00aa0_7)[s](#i871b01f4f55741bfadef8bff8ee00aa0_7)

[Table of Conten](#i871b01f4f55741bfadef8bff8ee00aa0_7)[t](#i871b01f4f55741bfadef8bff8ee00aa0_7)[s](#i871b01f4f55741bfadef8bff8ee00aa0_7)

Excludes PGIM.

[Table of Conten](#i871b01f4f55741bfadef8bff8ee00aa0_7)[t](#i871b01f4f55741bfadef8bff8ee00aa0_7)[s](#i871b01f4f55741bfadef8bff8ee00aa0_7)

We also enter into affiliated reinsurance agreements as both the ceding and assuming entity for capital management purposes.

| Corporate & Other | | | Ceded | | | Ceded reinsurance of certain retirement products in conjunction with our 2022 sale of the Full Service Retirement business. See Note 1 to the Consolidated Financial Statements for additional information regarding this sale. | | |

[Table of Conten](#i871b01f4f55741bfadef8bff8ee00aa0_7)[t](#i871b01f4f55741bfadef8bff8ee00aa0_7)[s](#i871b01f4f55741bfadef8bff8ee00aa0_7)

[Table of Conten](#i871b01f4f55741bfadef8bff8ee00aa0_7)[t](#i871b01f4f55741bfadef8bff8ee00aa0_7)[s](#i871b01f4f55741bfadef8bff8ee00aa0_7)

[Table of Conten](#i871b01f4f55741bfadef8bff8ee00aa0_7)[t](#i871b01f4f55741bfadef8bff8ee00aa0_7)[s](#i871b01f4f55741bfadef8bff8ee00aa0_7)

In 2018, the Fifth Circuit Court of Appeals vacated the 2016 Rules.

[Table of Conten](#i871b01f4f55741bfadef8bff8ee00aa0_7)[t](#i871b01f4f55741bfadef8bff8ee00aa0_7)[s](#i871b01f4f55741bfadef8bff8ee00aa0_7)

We expect the examination to conclude in 2023.

[Table of Conten](#i871b01f4f55741bfadef8bff8ee00aa0_7)[t](#i871b01f4f55741bfadef8bff8ee00aa0_7)[s](#i871b01f4f55741bfadef8bff8ee00aa0_7)

The NAIC is undertaking a second phase of this project to refine capital charges for structured securities.

We cannot predict what impact the second phase of this work may ultimately have on our RBC calculation.

The new factors did not materially impact our RBC calculation.

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| [Overview](#i2d8168918e984d31ada0690a29ccbb16_19) | | | [2](#i2d8168918e984d31ada0690a29ccbb16_19) | | |

| [PGIM](#i2d8168918e984d31ada0690a29ccbb16_25) | | | [3](#i2d8168918e984d31ada0690a29ccbb16_25) | | |

| [Retirement](#i2d8168918e984d31ada0690a29ccbb16_28) | | | [5](#i2d8168918e984d31ada0690a29ccbb16_28) | | |

| [Individual Annuities](#i2d8168918e984d31ada0690a29ccbb16_34) | | | [9](#i2d8168918e984d31ada0690a29ccbb16_34) | | |

| [Assurance IQ](#i2d8168918e984d31ada0690a29ccbb16_40) | | | [13](#i2d8168918e984d31ada0690a29ccbb16_40) | | |

| [Reinsurance](#i2d8168918e984d31ada0690a29ccbb16_55) | | | [20](#i2d8168918e984d31ada0690a29ccbb16_55) | | |

| [Regulation](#i2d8168918e984d31ada0690a29ccbb16_61) | | | [21](#i2d8168918e984d31ada0690a29ccbb16_61) | | |

[Table of Contents](#i2d8168918e984d31ada0690a29ccbb16_7)

This business will bring the financial solutions and capabilities of our Individual Annuities business together with the institutional investment and pension solutions offered through our Retirement business.

During the fourth quarter of 2021, the new leadership team was assembled and began making decisions regarding the business’s operating structure.

When this new structure is finalized and operational, the presentation of our segment results may be modified to conform to this new structure.

U.S. Businesses—Individual Annuities

| Products We offer a variety of products to serve different retirement needs and goals: Indexed Variable Annuities •The Prudential FlexGuard® indexed variable annuity, offers the contractholder an opportunity to allocate funds to variable subaccounts and index-based strategies. The strategies provide interest or an interest component linked to, but not an investment in, the selected index, and its performance over the elected term, subject to certain contractual minimums and maximums, and also provides varying levels of downside protection at pre-determined levels and durations. The product also allows for additional deposits and provides a Return of Purchase Payment (“ROP”) death benefit at no additional charge. •The Prudential FlexGuard® Income indexed variable annuity, launched in 2021, offers similar investment and crediting features as The Prudential FlexGuard® product, with a focus on income protection by providing a protected income benefit for an additional fee. Crediting strategies are limited during the income phase. Traditional Variable Annuities •The Prudential Premier® Investment Variable Annuity (“PPI”) offers tax-deferred asset accumulation, annuitization options and an optional death benefit that guarantees the contractholder’s beneficiary a return of total purchase payments made to the contract, adjusted for any partial withdrawals, upon death. •MyRock® Advisors, a fee-based variable annuity that offers an optional Dynamic Income Benefit (“IB”) rider that provides longevity protection through a preset withdrawal percentage applied to a variable income base. In addition, the product offers either a basic death benefit or an ROP death benefit. Both the IB and the ROP are available for an additional fee. Other Traditional Variable Annuities *(Sales Discontinued as of December 31, 2020)* •The Prudential Premier® Retirement Variable Annuity with Highest Daily Lifetime Income (“HDI”) offers lifetime income based on the highest daily account value plus a compounded deferral credit. •The Prudential Defined IncomeSM (“PDI”) Variable Annuity provides for guaranteed lifetime withdrawal payments but restricts contractholder investment to a single bond sub-account within the separate accounts. PDI includes a living benefit rider which provides for a specified lifetime income withdrawal rate applied to total purchase payments made to the contract, subject to annual roll-up increases until lifetime withdrawals commence. •The Prudential Premier® Retirement Variable Annuity with Legacy Protection Plus (“LPP”) provides an optional enhanced death benefit based on the purchase payments rolling up at a preset rate on an annual basis until certain events occur. | | | Products (continued) Fixed Annuities •PruSecure®, SurePath® and SurePath® Income, all single premium fixed indexed annuities, offer flexibility to allocate account balances between an index-based strategy and a fixed rate strategy. The index-based strategy provides interest or an interest component linked to, but not an investment in, the selected index, and its performance over the elected term (i.e., 1, 3 or 5 years for PruSecure® and 1 or 3 years for SurePath® and SurePath® Income), subject to certain contractual minimums and maximums. The fixed rate strategy, not associated with an index, offers a guaranteed growth at a set interest rate for one year and can be renewed annually. Additionally, SurePath® Income offers a benefit that provides for guaranteed lifetime withdrawal payments. •The Prudential Fixed Annuity with Daily Advantage Income Benefit® (“DAI”), a single premium fixed annuity, provides principal protection as well as a guaranteed lifetime withdrawal income payment for an additional fee. The lifetime income amount increases daily without exposure to the equity market until the contractholder begins taking withdrawals. •The Prudential Immediate Income Annuity (“PIIA”), a single premium immediate annuity, provides a regular stream of benefit payments. The payments are guaranteed, cannot be changed and are higher than those guaranteed on products that provide liquidity. Marketing and Distribution Our distribution efforts, which are supported by a network of internal and external wholesalers, are executed through a diverse group of distributors, including: •Third-party distribution through: ◦Broker-dealers; ◦Banks and wirehouses; ◦Independent financial planners; and ◦Independent Marketing Organizations (“IMO”) (specifically for SurePath® and SurePath® Income). •Financial professionals associated with Prudential Advisors, Prudential’s proprietary nationwide sales organization. •LINK by Prudential, a personalized digital platform that connects customers to insurance professionals, through various channels (online, phone, video chat, or in person). | | |

Individual Annuities (Continued)

| Revenues and Profitability Our revenues primarily come in the form of: •Fee income from asset management fees and service fees, which represent administrative service and distribution fees from many of our proprietary and non-proprietary mutual funds. The asset management fees are determined as a percentage of the average assets of our proprietary mutual funds in our variable annuity products (net of sub-advisory expenses related to non-proprietary sub-advisors). •Policy charges and fee income representing mortality, expense and other fees for various insurance-related options and features based on the average daily net asset value of the annuity separate accounts, account value, premium, or guaranteed value, as applicable. •Investment income (which contributes to the net spread over interest credited on certain products and related expenses). Our profitability is substantially impacted by our ability to appropriately price our products. We price our products based on: •An evaluation of the risks assumed and consideration of applicable risk management strategies, including hedging and reinsurance costs. •Assumptions regarding investment returns and contractholder behavior, including persistency, benefit utilization and the timing and efficiency of withdrawals for contracts with living benefit features, as well as other assumptions. | | | Competition We are among the industry’s largest providers of individual annuities and we compete with other providers of retirement savings and accumulation products, including large, well-established insurance and financial services companies. We believe our competitive advantage lies primarily in our innovative product features and our risk management strategies as well as brand recognition, financial strength, the breadth of our distribution platform and our customer service capabilities. We periodically adjust product offerings, prices and features based on the market and our strategy, with a goal of achieving customer and enterprise value. | | |

- *Pramerica of Italy—*In the second quarter of 2018, we entered into a definitive agreement to sell our Pramerica of Italy subsidiary.

A policyholder dividend obligation liability is established for any excess experience.

Excludes PGIM and Assurance IQ.

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Retirement | | | Assumed | | | Assumed reinsurance as part of our reinsurance pension risk transfer products and in conjunction with our 2004 acquisition of CIGNA’s defined benefit and defined contribution business. The CIGNA defined contribution business is part of the Full Service Retirement business in agreement to be sold. For additional details related to the agreement, see Note 1 to the Consolidated Financial Statements. | | |

| Closed Block | | | Ceded | | | PICA cedes substantially all of the outstanding liabilities of the Closed Block into a statutory guaranteed separate account of a wholly-owned subsidiary, Prudential Legacy Insurance Company of New Jersey, primarily on a coinsurance basis. The reinsurance transaction provides a long-term and comprehensive capital framework for the Closed Block. | | |

- Regulatory Response to the COVID-19 Pandemic

From time to time Congress has also introduced legislation which, if enacted, would amend certain provisions of Dodd-Frank, including by requiring the Council to prioritize the use of an activities-based approach to mitigate identified systemic risks.

limited control) being convicted of a “covered” crime in the U.S. or in a foreign jurisdiction.

In December 2020, the DOL finalized a new prohibited transaction exemption that became effective on February 16, 2021, which replaced the previously vacated “best interest contract exemption,” and has since extended its non-enforcement relief for different parts of the exemption through January and June 2022, as applicable.

We are working to implement the necessary policies, procedures and training to comply with the final prohibited transaction exemption and accompanying interpretive guidance for our businesses.

In 2019, the New York State Supreme Court dismissed challenges to the NY DFS amendment that had been made by certain producer trade groups.

The trade groups appeal of this decision was granted in April, 2021 by the Appellate Division of the New York State Supreme Court.

The NY DFS has appealed this decision to the New York Court of Appeals; however, an automatic stay of the Appellate Division decision is in effect while the appeal is pending.

Prudential Gibraltar Financial Life Insurance Company, Ltd. (“PGFL”).

Following the closing of the sale of PRIAC, we will no longer have a Connecticut domiciled insurer.

The NAIC is developing a U.S. group capital calculation that uses a risk-based capital (“RBC”) aggregation methodology.

A final version of the calculation is expected to be implemented for year-end December 31, 2022.

The NAIC has completed and implemented its first liquidity stress test and made updates to ensure continuation of essential services during an insurer resolution.

The NAIC is also developing updates to the existing mortality risk factors in RBC.

- *Operational Risk*.

In 2018, the NAIC adopted operational risk charges that became effective for the year-end 2018 RBC calculation.

FOR THE FISCAL YEAR ENDED December 31, [removed: 2021][added: 2022]

As of June 30, [removed: 2021,] [added: 2022,] the aggregate market value of the registrant’s Common Stock (par value $0.01) held by non-affiliates of the registrant was [removed: $39.63] [added: $35.65] billion and [removed: 387] [added: 373] million shares of the Common Stock were outstanding.

As of January 31, [removed: 2022, 376] [added: 2023, 366] million shares of the registrant’s Common Stock (par value $0.01) were outstanding.

Part III of this Form 10-K incorporates by reference certain information from the Registrant’s Definitive Proxy Statement for the Annual Meeting of Shareholders to be held on May [removed: 10, 2022,] [added: 9, 2023,] to be filed by the Registrant with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the year ended December 31, [removed: 2021.][added: 2022.]

| PART I | | | Item 1. | | | [removed: [Business](#i2d8168918e984d31ada0690a29ccbb16_16)] [added: [Business](#i871b01f4f55741bfadef8bff8ee00aa0_16)] | | | [removed: [1](#i2d8168918e984d31ada0690a29ccbb16_16)] [added: [1](#i871b01f4f55741bfadef8bff8ee00aa0_16)] | | |

| | | | Item 1A. | | | [Risk [removed: Factors](#i2d8168918e984d31ada0690a29ccbb16_70)] [added: Factors](#i871b01f4f55741bfadef8bff8ee00aa0_70)] | | | [removed: [40](#i2d8168918e984d31ada0690a29ccbb16_70)] [added: [38](#i871b01f4f55741bfadef8bff8ee00aa0_70)] | | |

| | | | Item 1B. | | | [Unresolved Staff [removed: Comments](#i2d8168918e984d31ada0690a29ccbb16_73)] [added: Comments](#i871b01f4f55741bfadef8bff8ee00aa0_73)] | | | [removed: [53](#i2d8168918e984d31ada0690a29ccbb16_73)] [added: [51](#i871b01f4f55741bfadef8bff8ee00aa0_73)] | | |

| | | | Item 2. | | | [removed: [Properties](#i2d8168918e984d31ada0690a29ccbb16_76)] [added: [Properties](#i871b01f4f55741bfadef8bff8ee00aa0_76)] | | | [removed: [53](#i2d8168918e984d31ada0690a29ccbb16_76)] [added: [51](#i871b01f4f55741bfadef8bff8ee00aa0_76)] | | |

| | | | Item 3. | | | [Legal [removed: Proceedings](#i2d8168918e984d31ada0690a29ccbb16_79)] [added: Proceedings](#i871b01f4f55741bfadef8bff8ee00aa0_79)] | | | [removed: [54](#i2d8168918e984d31ada0690a29ccbb16_79)] [added: [51](#i871b01f4f55741bfadef8bff8ee00aa0_79)] | | |

| | | | Item 4. | | | [Mine Safety [removed: Disclosures](#i2d8168918e984d31ada0690a29ccbb16_82)] [added: Disclosures](#i871b01f4f55741bfadef8bff8ee00aa0_82)] | | | [removed: [54](#i2d8168918e984d31ada0690a29ccbb16_82)] [added: [51](#i871b01f4f55741bfadef8bff8ee00aa0_82)] | | |

| PART II | | | Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i2d8168918e984d31ada0690a29ccbb16_88)] [added: Securities](#i871b01f4f55741bfadef8bff8ee00aa0_88)] | | | [removed: [54](#i2d8168918e984d31ada0690a29ccbb16_88)] [added: [52](#i871b01f4f55741bfadef8bff8ee00aa0_88)] | | |

| | | | Item 6. | | | [removed: [\[Reserved\]](#i2d8168918e984d31ada0690a29ccbb16_91)] [added: [\[Reserved\]](#i871b01f4f55741bfadef8bff8ee00aa0_91)] | | | [removed: [55](#i2d8168918e984d31ada0690a29ccbb16_91)] [added: [52](#i871b01f4f55741bfadef8bff8ee00aa0_91)] | | |

| | | | Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i2d8168918e984d31ada0690a29ccbb16_94)] [added: Operations](#i871b01f4f55741bfadef8bff8ee00aa0_97)] | | | [removed: [55](#i2d8168918e984d31ada0690a29ccbb16_94)] [added: [53](#i871b01f4f55741bfadef8bff8ee00aa0_97)] | | |

| | | | Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i2d8168918e984d31ada0690a29ccbb16_271)] [added: Risk](#i871b01f4f55741bfadef8bff8ee00aa0_280)] | | | [removed: [149](#i2d8168918e984d31ada0690a29ccbb16_271)] [added: [143](#i871b01f4f55741bfadef8bff8ee00aa0_280)] | | |

| | | | Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i2d8168918e984d31ada0690a29ccbb16_274)] [added: Data](#i871b01f4f55741bfadef8bff8ee00aa0_283)] | | | [removed: [155](#i2d8168918e984d31ada0690a29ccbb16_274)] [added: [149](#i871b01f4f55741bfadef8bff8ee00aa0_283)] | | |

| | | | Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i2d8168918e984d31ada0690a29ccbb16_490)] [added: Disclosure](#i871b01f4f55741bfadef8bff8ee00aa0_502)] | | | [removed: [307](#i2d8168918e984d31ada0690a29ccbb16_490)] [added: [301](#i871b01f4f55741bfadef8bff8ee00aa0_502)] | | |

| | | | Item 9A. | | | [Controls and [removed: Procedures](#i2d8168918e984d31ada0690a29ccbb16_493)] [added: Procedures](#i871b01f4f55741bfadef8bff8ee00aa0_505)] | | | [removed: [307](#i2d8168918e984d31ada0690a29ccbb16_493)] [added: [301](#i871b01f4f55741bfadef8bff8ee00aa0_505)] | | |

| | | | Item 9B. | | | [Other [removed: Information](#i2d8168918e984d31ada0690a29ccbb16_496)] [added: Information](#i871b01f4f55741bfadef8bff8ee00aa0_508)] | | | [removed: [307](#i2d8168918e984d31ada0690a29ccbb16_496)] [added: [301](#i871b01f4f55741bfadef8bff8ee00aa0_508)] | | |

| | | | Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i2d8168918e984d31ada0690a29ccbb16_4826)] [added: Inspections](#i871b01f4f55741bfadef8bff8ee00aa0_511)] | | | [removed: [307](#i2d8168918e984d31ada0690a29ccbb16_4826)] [added: [301](#i871b01f4f55741bfadef8bff8ee00aa0_511)] | | |

| PART III | | | Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i2d8168918e984d31ada0690a29ccbb16_502)] [added: Governance](#i871b01f4f55741bfadef8bff8ee00aa0_517)] | | | [removed: [307](#i2d8168918e984d31ada0690a29ccbb16_502)] [added: [301](#i871b01f4f55741bfadef8bff8ee00aa0_517)] | | |

| | | | Item 11. | | | [Executive [removed: Compensation](#i2d8168918e984d31ada0690a29ccbb16_505)] [added: Compensation](#i871b01f4f55741bfadef8bff8ee00aa0_520)] | | | [removed: [307](#i2d8168918e984d31ada0690a29ccbb16_505)] [added: [301](#i871b01f4f55741bfadef8bff8ee00aa0_520)] | | |

| | | | Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i2d8168918e984d31ada0690a29ccbb16_508)] [added: Matters](#i871b01f4f55741bfadef8bff8ee00aa0_523)] | | | [removed: [307](#i2d8168918e984d31ada0690a29ccbb16_508)] [added: [301](#i871b01f4f55741bfadef8bff8ee00aa0_523)] | | |

| | | | Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i2d8168918e984d31ada0690a29ccbb16_511)] [added: Independence](#i871b01f4f55741bfadef8bff8ee00aa0_526)] | | | [removed: [308](#i2d8168918e984d31ada0690a29ccbb16_511)] [added: [302](#i871b01f4f55741bfadef8bff8ee00aa0_526)] | | |

| | | | Item 14. | | | [Principal Accountant Fees and [removed: Services](#i2d8168918e984d31ada0690a29ccbb16_514)] [added: Services](#i871b01f4f55741bfadef8bff8ee00aa0_529)] | | | [removed: [309](#i2d8168918e984d31ada0690a29ccbb16_514)] [added: [302](#i871b01f4f55741bfadef8bff8ee00aa0_529)] | | |

| PART IV | | | Item 15. | | | [Exhibits, Financial Statement [removed: Schedules](#i2d8168918e984d31ada0690a29ccbb16_520)] [added: Schedules](#i871b01f4f55741bfadef8bff8ee00aa0_535)] | | | [removed: [309](#i2d8168918e984d31ada0690a29ccbb16_520)] [added: [303](#i871b01f4f55741bfadef8bff8ee00aa0_535)] | | |

| | | | Item 16. | | | [Form 10-K [removed: Summary](#i2d8168918e984d31ada0690a29ccbb16_553)] [added: Summary](#i871b01f4f55741bfadef8bff8ee00aa0_568)] | | | [removed: [320](#i2d8168918e984d31ada0690a29ccbb16_553)] [added: [315](#i871b01f4f55741bfadef8bff8ee00aa0_568)] | | |

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) [removed: the ongoing] [added: rapidly rising interest rates and equity market declines and their] impact [removed: of the COVID-19 pandemic] on [removed: the global economy, financial markets and] our [removed: business;] [added: liquidity, capital positions, cash flows, results of operations and financial position;] (2) losses on investments or financial contracts due to deterioration in credit quality or value, or counterparty default; (3) losses on insurance products due to mortality experience, morbidity experience or policyholder behavior experience that differs significantly from our expectations when we price our products; (4) changes in interest rates, equity prices and foreign currency exchange rates that may (a) adversely impact the profitability of our products, the value of separate accounts supporting these products or the value of assets we manage, (b) result in losses on derivatives we use to hedge risk or increase collateral posting requirements and (c) limit opportunities to invest at appropriate returns; (5) guarantees within certain of our products which are market sensitive and may decrease our earnings or increase the volatility of our results of operations or financial position; (6) liquidity needs resulting from (a) derivative collateral market exposure, (b) asset/liability mismatches, (c) the lack of available funding in the financial markets or (d) unexpected cash demands due to severe mortality calamity or lapse events; (7) financial or customer losses, or regulatory and legal actions, due to inadequate or failed processes or systems, external events, and human error or misconduct such as (a) disruption of our systems and data, (b) an information security breach, (c) a failure to protect the privacy of sensitive data, (d) reliance on third-parties or (e) labor and employment matters; (8) changes in the regulatory landscape, including related to (a) financial sector regulatory reform, (b) changes in tax laws, (c) fiduciary rules and other standards of care, (d) U.S. state insurance laws and developments regarding group-wide supervision, capital and reserves, (e) insurer capital standards outside the U.S. and (f) privacy and cybersecurity regulation; (9) technological changes which may adversely impact companies in our investment portfolio or cause insurance experience to deviate from our assumptions; (10) an inability to protect our intellectual property rights or claims of infringement of the intellectual property rights of others; (11) ratings downgrades; (12) market conditions that may adversely affect the sales or persistency of our products; (13) competition; (14) reputational damage; (15) the costs, effects, timing, or success of our plans to execute our strategy; and (16) the [removed: integration of Assurance IQ, LLC into our strategy.][added: risks related to COVID-19 could reemerge.]

[Table of Conten](#i871b01f4f55741bfadef8bff8ee00aa0_7)[t](#i871b01f4f55741bfadef8bff8ee00aa0_7)[s](#i871b01f4f55741bfadef8bff8ee00aa0_7)

| 5.950% Junior Subordinated Notes | | | PRH | | | New York Stock Exchange | | |

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

[Table of Conten](#i871b01f4f55741bfadef8bff8ee00aa0_7)[t](#i871b01f4f55741bfadef8bff8ee00aa0_7)[s](#i871b01f4f55741bfadef8bff8ee00aa0_7)

| [GLOSSARY](#i871b01f4f55741bfadef8bff8ee00aa0_571) | | | | | | | | | [316](#i871b01f4f55741bfadef8bff8ee00aa0_571) | | |

| [EXHIBIT INDEX](#i871b01f4f55741bfadef8bff8ee00aa0_574) | | | | | | | | | [319](#i871b01f4f55741bfadef8bff8ee00aa0_574) | | |

| [SIGNATURES](#i871b01f4f55741bfadef8bff8ee00aa0_577) | | | | | | | | | [325](#i871b01f4f55741bfadef8bff8ee00aa0_577) | | |

[Table of Conten](#i871b01f4f55741bfadef8bff8ee00aa0_7)[t](#i871b01f4f55741bfadef8bff8ee00aa0_7)[s](#i871b01f4f55741bfadef8bff8ee00aa0_7)

[Table of Contents](#i2d8168918e984d31ada0690a29ccbb16_7)

| [GLOSSARY](#i2d8168918e984d31ada0690a29ccbb16_556) | | | | | | | | | [321](#i2d8168918e984d31ada0690a29ccbb16_556) | | |

| [EXHIBIT INDEX](#i2d8168918e984d31ada0690a29ccbb16_559) | | | | | | | | | [324](#i2d8168918e984d31ada0690a29ccbb16_559) | | |

| [SIGNATURES](#i2d8168918e984d31ada0690a29ccbb16_562) | | | | | | | | | [330](#i2d8168918e984d31ada0690a29ccbb16_562) | | |

Excluding our headquarters building and properties used by our International Businesses and the international operations of PGIM, which are discussed below, as of December 31, [removed: 2021,] [added: 2022,] we conduct our business and home office functions in both owned and leased locations throughout the United States.

For our International Businesses, as of December 31, [removed: 2021,] [added: 2022,] we own and lease home offices located in Japan, Argentina, Brazil, Mexico and Malaysia.

For PGIM’s international operations, as of December 31, [removed: 2021,] [added: 2022,] we lease home offices located in Japan, Taiwan, the United Kingdom, [removed: Switzerland] [added: Switzerland, India] and [removed: India.][added: Ireland.]

Our Prudential Tower home office property in Newark, New Jersey [removed: and our data center located in Plymouth, Minnesota have] [added: has] been awarded LEED Gold Certification from the U.S. Green Building Council.

[Table of Contents](#i2d8168918e984d31ada0690a29ccbb16_7)

[Table of Conten](#i871b01f4f55741bfadef8bff8ee00aa0_7)[t](#i871b01f4f55741bfadef8bff8ee00aa0_7)[s](#i871b01f4f55741bfadef8bff8ee00aa0_7)

Prudential Financial’s Common Stock trades on the New York Stock Exchange under the symbol “PRU.” On January 31, [removed: 2022,] [added: 2023,] there were [removed: 1,134,375] [added: 1,096,339] registered holders of record for the Common Stock and [removed: 376] [added: 366] million shares outstanding.

(c) The following table provides information about purchases by the Company during the three months ended December 31, [removed: 2021,] [added: 2022,] of its Common Stock:

| Period | | | | | | Total Number of Shares Purchased(1) | | | | | | Average Price Paid per Share | | | | | | Total Number of Shares Purchased as Part of Publicly Announced [removed: Program(2)] [added: Program] | | | | | | Approximate Dollar Value of Shares that May Yet Be Purchased under the [removed: Program(2)] [added: Program] | | |

[removed: (2)In] [added: On] February [removed: 2021,] [added: 7, 2023,] Prudential Financial’s Board of Directors authorized the Company to repurchase, at management’s discretion, up to [removed: $1.5] [added: $1.0] billion of its outstanding Common Stock during the period from January 1, [removed: 2021] [added: 2023] through December 31, [removed: 2021.][added: 2023.]

| October 1, 2022 through October 31, 2022 | | | | | | 1,309,560 | | | | | | $ | 95.95 | | | | | 1,302,833 | | | | | | | | |

| November 1, 2022 through November 30, 2022 | | | | | | 1,178,286 | | | | | | $ | 106.32 | | | | | 1,175,686 | | | | | | | | |

| December 1, 2022 through December 31, 2022 | | | | | | 1,237,783 | | | | | | $ | 101.25 | | | | | 1,234,426 | | | | | | | | |

| Total | | | | | | 3,725,629 | | | | | | $ | 100.99 | | | | | 3,712,945 | | | | | | $ | 0 | |

The timing and amount of any share repurchases under the Company’s share repurchase authorization will be determined by management based on market conditions and other considerations, and such repurchases may be executed in the open market, through derivative, accelerated repurchase and other negotiated transactions and through plans designed to comply with Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended.

| October 1, 2021 through October 31, 2021 | | | | | | 1,135,900 | | | | | | $ | 110.67 | | | | | 1,129,470 | | | | | | | | |

| November 1, 2021 through November 30, 2021 | | | | | | 1,144,739 | | | | | | $ | 109.49 | | | | | 1,141,643 | | | | | | | | |

| December 1, 2021 through December 31, 2021 | | | | | | 1,187,022 | | | | | | $ | 105.54 | | | | | 1,184,399 | | | | | | | | |

| Total | | | | | | 3,467,661 | | | | | | $ | 108.53 | | | | | 3,455,512 | | | | | | $ | 0 | |

In May 2021, the Board authorized a $500 million increase to this authorization, bringing the aggregate share repurchase authorization for calendar year 2021 to $2.0 billion.

In July 2021, the Board further increased this authorization by an additional $500 million, bringing the aggregate share repurchase authorization for calendar year 2021 to $2.5 billion.

[Table of Contents](#i2d8168918e984d31ada0690a29ccbb16_7)

On November 9, 2021, Prudential Financial’s Board of Directors authorized the Company to repurchase, at management’s discretion, up to $1.5 billion of its outstanding Common Stock during the period from January 1, 2022 through December 31, 2022.

[Table of Conten](#i871b01f4f55741bfadef8bff8ee00aa0_7)[t](#i871b01f4f55741bfadef8bff8ee00aa0_7)[s](#i871b01f4f55741bfadef8bff8ee00aa0_7)

| [Management’s Annual Report on Internal Control Over Financial [removed: Reporting](#i2d8168918e984d31ada0690a29ccbb16_277)] [added: Reporting](#i871b01f4f55741bfadef8bff8ee00aa0_286)] | | | [removed: [156](#i2d8168918e984d31ada0690a29ccbb16_277)] [added: [150](#i871b01f4f55741bfadef8bff8ee00aa0_286)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i2d8168918e984d31ada0690a29ccbb16_280) [](#i2d8168918e984d31ada0690a29ccbb16_280)[(PCAOB ID](#i2d8168918e984d31ada0690a29ccbb16_280) 238[)](#i2d8168918e984d31ada0690a29ccbb16_280)] [added: Firm](#i871b01f4f55741bfadef8bff8ee00aa0_289) [(PCAOB ID](#i871b01f4f55741bfadef8bff8ee00aa0_289) 238[)](#i871b01f4f55741bfadef8bff8ee00aa0_289)] | | | [removed: [157](#i2d8168918e984d31ada0690a29ccbb16_280)] [added: [151](#i871b01f4f55741bfadef8bff8ee00aa0_289)] | | |

| [Consolidated Statements of Financial Position as of December 31, [removed: 2021] [added: 2022] and [removed: 2020](#i2d8168918e984d31ada0690a29ccbb16_283)] [added: 2021](#i871b01f4f55741bfadef8bff8ee00aa0_292)] | | | [removed: [161](#i2d8168918e984d31ada0690a29ccbb16_283)] [added: [155](#i871b01f4f55741bfadef8bff8ee00aa0_292)] | | |

| [Consolidated Statements of Operations for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#i2d8168918e984d31ada0690a29ccbb16_286)] [added: 2020](#i871b01f4f55741bfadef8bff8ee00aa0_295)] | | | [removed: [162](#i2d8168918e984d31ada0690a29ccbb16_286)] [added: [156](#i871b01f4f55741bfadef8bff8ee00aa0_295)] | | |

| [Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#i2d8168918e984d31ada0690a29ccbb16_289)] [added: 2020](#i871b01f4f55741bfadef8bff8ee00aa0_298)] | | | [removed: [163](#i2d8168918e984d31ada0690a29ccbb16_289)] [added: [157](#i871b01f4f55741bfadef8bff8ee00aa0_298)] | | |

| [Consolidated Statements of Equity for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#i2d8168918e984d31ada0690a29ccbb16_292)] [added: 2020](#i871b01f4f55741bfadef8bff8ee00aa0_301)] | | | [removed: [164](#i2d8168918e984d31ada0690a29ccbb16_292)] [added: [158](#i871b01f4f55741bfadef8bff8ee00aa0_301)] | | |

| [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#i2d8168918e984d31ada0690a29ccbb16_295)] [added: 2020](#i871b01f4f55741bfadef8bff8ee00aa0_304)] | | | [removed: [165](#i2d8168918e984d31ada0690a29ccbb16_295)] [added: [159](#i871b01f4f55741bfadef8bff8ee00aa0_304)] | | |

| [Notes to Consolidated Financial [removed: Statements:](#i2d8168918e984d31ada0690a29ccbb16_298)] [added: Statements:](#i871b01f4f55741bfadef8bff8ee00aa0_307)] | | | | | |

| [1. Business and Basis of [removed: Presentation](#i2d8168918e984d31ada0690a29ccbb16_301)] [added: Presentation](#i871b01f4f55741bfadef8bff8ee00aa0_310)] | | | [removed: [167](#i2d8168918e984d31ada0690a29ccbb16_301)] [added: [161](#i871b01f4f55741bfadef8bff8ee00aa0_310)] | | |

| [2. Significant Accounting Policies and [removed: Pronouncements](#i2d8168918e984d31ada0690a29ccbb16_304)] [added: Pronouncements](#i871b01f4f55741bfadef8bff8ee00aa0_313)] | | | [removed: [170](#i2d8168918e984d31ada0690a29ccbb16_304)] [added: [164](#i871b01f4f55741bfadef8bff8ee00aa0_313)] | | |

| [6. Fair Value of Assets and [removed: Liabilities](#i2d8168918e984d31ada0690a29ccbb16_361)] [added: Liabilities](#i871b01f4f55741bfadef8bff8ee00aa0_370)] | | | [removed: [218](#i2d8168918e984d31ada0690a29ccbb16_361)] [added: [214](#i871b01f4f55741bfadef8bff8ee00aa0_370)] | | |

| [removed: [7.] Deferred [removed: Policy Acquisition Costs](#i2d8168918e984d31ada0690a29ccbb16_376)] [added: policy acquisition costs] | | | [removed: [238](#i2d8168918e984d31ada0690a29ccbb16_376)] [added: 19,537] | | | [added: | | | 18,192 | | |]

| [9. Investments in Operating Joint [removed: Ventures](#i2d8168918e984d31ada0690a29ccbb16_382)] [added: Ventures](#i871b01f4f55741bfadef8bff8ee00aa0_391)] | | | [removed: [239](#i2d8168918e984d31ada0690a29ccbb16_382)] [added: [235](#i871b01f4f55741bfadef8bff8ee00aa0_391)] | | |

| [10. Goodwill and Other [removed: Intangibles](#i2d8168918e984d31ada0690a29ccbb16_385)] [added: Intangibles](#i871b01f4f55741bfadef8bff8ee00aa0_394)] | | | [removed: [239](#i2d8168918e984d31ada0690a29ccbb16_385)] [added: [236](#i871b01f4f55741bfadef8bff8ee00aa0_394)] | | |

| [13. Certain Long-duration Contracts with [removed: Guarantees](#i2d8168918e984d31ada0690a29ccbb16_394)] [added: Guarantees](#i871b01f4f55741bfadef8bff8ee00aa0_403)] | | | [removed: [244](#i2d8168918e984d31ada0690a29ccbb16_394)] [added: [240](#i871b01f4f55741bfadef8bff8ee00aa0_403)] | | |

| [17. Short-Term and Long-Term [removed: Debt](#i2d8168918e984d31ada0690a29ccbb16_406)] [added: Debt](#i871b01f4f55741bfadef8bff8ee00aa0_415)] | | | [removed: [259](#i2d8168918e984d31ada0690a29ccbb16_406)] [added: [255](#i871b01f4f55741bfadef8bff8ee00aa0_415)] | | |

| [18. Employee Benefit [removed: Plans](#i2d8168918e984d31ada0690a29ccbb16_421)] [added: Plans](#i871b01f4f55741bfadef8bff8ee00aa0_430)] | | | [removed: [266](#i2d8168918e984d31ada0690a29ccbb16_421)] [added: [262](#i871b01f4f55741bfadef8bff8ee00aa0_430)] | | |

| [20. Earnings Per [removed: Share](#i2d8168918e984d31ada0690a29ccbb16_442)] [added: Share](#i871b01f4f55741bfadef8bff8ee00aa0_451)] | | | [removed: [282](#i2d8168918e984d31ada0690a29ccbb16_442)] [added: [277](#i871b01f4f55741bfadef8bff8ee00aa0_451)] | | |

| [21. Share-based [removed: Payments](#i2d8168918e984d31ada0690a29ccbb16_448)] [added: Payments](#i871b01f4f55741bfadef8bff8ee00aa0_457)] | | | [removed: [284](#i2d8168918e984d31ada0690a29ccbb16_448)] [added: [278](#i871b01f4f55741bfadef8bff8ee00aa0_457)] | | |

| [23. Commitments and Contingent [removed: Liabilities](#i2d8168918e984d31ada0690a29ccbb16_463)] [added: Liabilities](#i871b01f4f55741bfadef8bff8ee00aa0_472)] | | | [removed: [298](#i2d8168918e984d31ada0690a29ccbb16_463)] [added: [292](#i871b01f4f55741bfadef8bff8ee00aa0_472)] | | |

[Table of [removed: Contents](#i2d8168918e984d31ada0690a29ccbb16_7)][added: Contents](#i871b01f4f55741bfadef8bff8ee00aa0_7)]

Management conducted an assessment of the effectiveness, as of December 31, [removed: 2021,] [added: 2022,] of the Company’s internal control over financial reporting, based on the framework established in *Internal Control—Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

Based on our assessment under that framework, management concluded that the Company’s internal control over financial reporting was effective as of December 31, [removed: 2021.][added: 2022.]

The effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report appearing herein.

We have audited the accompanying consolidated statements of financial position of Prudential Financial, Inc. and its subsidiaries (the “Company”) as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the related consolidated statements of operations, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] including the related notes and financial statement schedules listed in the index appearing under Item 15.2 (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in *Internal Control - Integrated [removed: Framework (2013)*] [added: Framework* (2013)] issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2021] [added: 2022] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in *Internal Control - Integrated [removed: Framework (2013)*] [added: Framework* (2013)] issued by the COSO.

As of December 31, [removed: 2021,] [added: 2022,] the fair value of the obligations associated with these guarantees accounted for as embedded derivatives was [removed: $13,231 million, of which $4,163 million is included in liabilities classified as held-for-sale.][added: $4,746 million.]

As of December 31, [removed: 2021,] [added: 2022,] the additional liability for these contract features was [removed: $10,593] [added: $10,187] million [removed: and $216 million,] recorded within the liability for future policy [removed: benefits and liabilities classified as held-for-sale, respectively.][added: benefits.]

[removed: management’s process for determining the valuation of guaranteed benefit features associated with certain life and annuity] products included in the liability for future policy benefits, which included the involvement of professionals with specialized skill and knowledge to assist in evaluating (i) the appropriateness of management’s models and (ii) the reasonableness of the aforementioned assumptions used in the valuation based on industry knowledge and data as well as historical Company data and experience.

*Valuation of the Deferred Acquisition Costs Related to Universal Life and Variable Life Products and [removed: Fixed and] Variable Deferred Annuity Products*

As of December 31, [removed: 2021,] [added: 2022,] a portion of the [removed: $19,389] [added: $19,537] million of deferred policy acquisition costs [removed: (“DAC”), of which $1,197 million is included in assets classified as held-for-sale,] [added: (“DAC”)] are associated with certain universal and variable life products and [removed: fixed and] variable deferred annuity products.

DAC related to universal and variable life products and [removed: fixed and] variable deferred annuity products is generally amortized over the expected life of the contracts in proportion to gross profits arising principally from investment margins, mortality and expense margins, and surrender charges.

The principal considerations for our determination that performing procedures relating to the valuation of DAC related to universal life and variable life products and [removed: fixed and] variable deferred annuity products is a critical audit matter are (i) the significant judgment by management to determine the assumptions used in the projection of gross profits used to amortize DAC related to mortality rates, lapse rates, benefit utilization rates, withdrawal rates, and premium pattern rates, as well as interest rate and equity market return assumptions (collectively, the “significant assumptions”), (ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating audit evidence relating to the significant assumptions, and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

These procedures included testing the effectiveness of controls relating to the valuation of DAC related to universal life and variable life products and [removed: fixed and] variable deferred annuity products, including controls over the development of the significant assumptions.

These procedures also included, among others, testing management’s process for determining the valuation of DAC related to universal life and variable life products and [removed: fixed and] variable deferred annuity products, which included the involvement of professionals with specialized skill and knowledge to assist in evaluating (i) the appropriateness of management’s models and (ii) the reasonableness of the significant assumptions used in the valuation based on industry knowledge and data as well as historical Company data and experience.

As described in Notes [removed: 1,] 2 and 10 to the consolidated financial statements, management conducts its evaluation of goodwill impairment at the reporting unit level annually as of December 31, and more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount.

As of December 31, [removed: 2021,] [added: 2022,] the goodwill balance associated with the Assurance IQ reporting unit was [removed: $1,080] [added: $177] million, net of the impairment charge discussed below.

The fair value of Assurance IQ was estimated by weighting the results from [added: an income approach based on] discounted cash flow valuation techniques and [added: a] market valuation [removed: techniques] [added: approach] based on [removed: both sales and Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”)] [added: a] forward [removed: multiples.][added: sales multiple.]

| [3. Investments](#i871b01f4f55741bfadef8bff8ee00aa0_316) | | | [182](#i871b01f4f55741bfadef8bff8ee00aa0_316) | | |

| [4. Variable Interest Entities](#i871b01f4f55741bfadef8bff8ee00aa0_343) | | | [202](#i871b01f4f55741bfadef8bff8ee00aa0_343) | | |

| [5. Derivatives and Hedging](#i871b01f4f55741bfadef8bff8ee00aa0_346) | | | [204](#i871b01f4f55741bfadef8bff8ee00aa0_346) | | |

| [8. Value of Business Acquired](#i871b01f4f55741bfadef8bff8ee00aa0_388) | | | [234](#i871b01f4f55741bfadef8bff8ee00aa0_388) | | |

| [11. Leases](#i871b01f4f55741bfadef8bff8ee00aa0_397) | | | [237](#i871b01f4f55741bfadef8bff8ee00aa0_397) | | |

| [12. Policyholders’ Liabilities](#i871b01f4f55741bfadef8bff8ee00aa0_400) | | | [239](#i871b01f4f55741bfadef8bff8ee00aa0_400) | | |

| [14. Reinsurance](#i871b01f4f55741bfadef8bff8ee00aa0_406) | | | [244](#i871b01f4f55741bfadef8bff8ee00aa0_406) | | |

| [15. Closed Block](#i871b01f4f55741bfadef8bff8ee00aa0_409) | | | [247](#i871b01f4f55741bfadef8bff8ee00aa0_409) | | |

| [16. Income Taxes](#i871b01f4f55741bfadef8bff8ee00aa0_412) | | | [249](#i871b01f4f55741bfadef8bff8ee00aa0_412) | | |

| [19. Equity](#i871b01f4f55741bfadef8bff8ee00aa0_439) | | | [270](#i871b01f4f55741bfadef8bff8ee00aa0_439) | | |

| [22. Segment Information](#i871b01f4f55741bfadef8bff8ee00aa0_460) | | | [282](#i871b01f4f55741bfadef8bff8ee00aa0_460) | | |

| [24. Subsequent Events](#i871b01f4f55741bfadef8bff8ee00aa0_499) | | | [300](#i871b01f4f55741bfadef8bff8ee00aa0_499) | | |

[Table of Conten](#i871b01f4f55741bfadef8bff8ee00aa0_7)[t](#i871b01f4f55741bfadef8bff8ee00aa0_7)[s](#i871b01f4f55741bfadef8bff8ee00aa0_7)

February 16, 2023

[Table of Conten](#i871b01f4f55741bfadef8bff8ee00aa0_7)[t](#i871b01f4f55741bfadef8bff8ee00aa0_7)[s](#i871b01f4f55741bfadef8bff8ee00aa0_7)

[Table of Conten](#i871b01f4f55741bfadef8bff8ee00aa0_7)[t](#i871b01f4f55741bfadef8bff8ee00aa0_7)[s](#i871b01f4f55741bfadef8bff8ee00aa0_7)

These procedures also included, among others, testing management’s process for determining the valuation of guaranteed benefit features associated with certain life and annuity

[Table of Conten](#i871b01f4f55741bfadef8bff8ee00aa0_7)[t](#i871b01f4f55741bfadef8bff8ee00aa0_7)[s](#i871b01f4f55741bfadef8bff8ee00aa0_7)

[Table of Conten](#i871b01f4f55741bfadef8bff8ee00aa0_7)[t](#i871b01f4f55741bfadef8bff8ee00aa0_7)[s](#i871b01f4f55741bfadef8bff8ee00aa0_7)

discount rate (collectively, the “significant assumptions”), and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

February 16, 2023

[Table of Conten](#i871b01f4f55741bfadef8bff8ee00aa0_7)[t](#i871b01f4f55741bfadef8bff8ee00aa0_7)[s](#i871b01f4f55741bfadef8bff8ee00aa0_7)

| | | | 2022 | | | | | | 2021 | | |

| Income tax assets | | | 4,214 | | | | | | 0 | | |

[Table of Conten](#i871b01f4f55741bfadef8bff8ee00aa0_7)[t](#i871b01f4f55741bfadef8bff8ee00aa0_7)[s](#i871b01f4f55741bfadef8bff8ee00aa0_7)

[Table of Conten](#i871b01f4f55741bfadef8bff8ee00aa0_7)[t](#i871b01f4f55741bfadef8bff8ee00aa0_7)[s](#i871b01f4f55741bfadef8bff8ee00aa0_7)

[Table of Conten](#i871b01f4f55741bfadef8bff8ee00aa0_7)[t](#i871b01f4f55741bfadef8bff8ee00aa0_7)[s](#i871b01f4f55741bfadef8bff8ee00aa0_7)

Years Ended December 31, 2022, 2021 and 2020 (in millions)

| Balance, December 31, 2022 | | | $ | 6 | | | | | $ | 25,747 | | | | | $ | 33,392 | | | | | $ | (23,068) | | | | | $ | (19,827) | | | | | $ | 16,250 | | | | | $ | 958 | | | | | $ | 17,208 | |

[Table of Conten](#i871b01f4f55741bfadef8bff8ee00aa0_7)[t](#i871b01f4f55741bfadef8bff8ee00aa0_7)[s](#i871b01f4f55741bfadef8bff8ee00aa0_7)

Years Ended December 31, 2022, 2021 and 2020 (in millions)

[Table of Conten](#i871b01f4f55741bfadef8bff8ee00aa0_7)[t](#i871b01f4f55741bfadef8bff8ee00aa0_7)[s](#i871b01f4f55741bfadef8bff8ee00aa0_7)

Years Ended December 31, 2022, 2021 and 2020 (in millions)

| Novation of annuity contracts(4) | | | | | | $ | 3,129 | | | | | $ | 0 | | | | | $ | 0 | |

(1)The amount for the year ended December 31, 2022 includes the recognized gains on the sales of Prudential Annuities Life Assurance Corporation (“PALAC”) and the Full Service Retirement business, which were completed on April 1, 2022.

(3)The amount for the year ended December 31, 2022 includes approximately $1.6 billion cash receipt from a secured borrowing related to the PALAC disposition, which was subsequently derecognized as part of a non-cash transaction during 2022 related to the novation of certain previously reinsured annuity products.

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

In October 2021, the Company announced the creation of Retirement Strategies, a new U.S. business that would serve the retirement needs of both its institutional and individual customers by bringing the institutional investment and pension solutions offered through the Retirement business together with the financial solutions and capabilities of the Individual Annuities business.

Commencing with the second quarter of 2022, this new structure has been fully operationalized; therefore, the results of the former Retirement segment (now known as the “Institutional Retirement Strategies” operating segment) and the former Individual Annuities segment (now known as the “Individual Retirement Strategies” operating segment) have been aggregated into the Retirement Strategies segment.

Out of Period Adjustments

| [3. Investments](#i2d8168918e984d31ada0690a29ccbb16_307) | | | [188](#i2d8168918e984d31ada0690a29ccbb16_307) | | |

| [4. Variable Interest Entities](#i2d8168918e984d31ada0690a29ccbb16_334) | | | [206](#i2d8168918e984d31ada0690a29ccbb16_334) | | |

| [5. Derivatives and Hedging](#i2d8168918e984d31ada0690a29ccbb16_337) | | | [208](#i2d8168918e984d31ada0690a29ccbb16_337) | | |

| [8. Value of Business Acquired](#i2d8168918e984d31ada0690a29ccbb16_379) | | | [238](#i2d8168918e984d31ada0690a29ccbb16_379) | | |

| [11. Leases](#i2d8168918e984d31ada0690a29ccbb16_388) | | | [241](#i2d8168918e984d31ada0690a29ccbb16_388) | | |

| [12. Policyholders’ Liabilities](#i2d8168918e984d31ada0690a29ccbb16_391) | | | [242](#i2d8168918e984d31ada0690a29ccbb16_391) | | |

| [14. Reinsurance](#i2d8168918e984d31ada0690a29ccbb16_397) | | | [248](#i2d8168918e984d31ada0690a29ccbb16_397) | | |

| [15. Closed Block](#i2d8168918e984d31ada0690a29ccbb16_400) | | | [250](#i2d8168918e984d31ada0690a29ccbb16_400) | | |

| [16. Income Taxes](#i2d8168918e984d31ada0690a29ccbb16_403) | | | [253](#i2d8168918e984d31ada0690a29ccbb16_403) | | |

| [19. Equity](#i2d8168918e984d31ada0690a29ccbb16_430) | | | [275](#i2d8168918e984d31ada0690a29ccbb16_430) | | |

| [22. Segment Information](#i2d8168918e984d31ada0690a29ccbb16_451) | | | [288](#i2d8168918e984d31ada0690a29ccbb16_451) | | |

| [24. Subsequent Events](#i2d8168918e984d31ada0690a29ccbb16_487) | | | [306](#i2d8168918e984d31ada0690a29ccbb16_487) | | |

February 17, 2022

These procedures also included, among others, testing

determine the fair value measurement of the Assurance IQ reporting unit, (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence related to projected revenues and operating margins, discount rates, and comparative market multiples (collectively, the “significant assumptions”), and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

__________

| Balance, December 31, 2018 | | | $ | 6 | | | | | $ | 24,828 | | | | | $ | 30,470 | | | | | $ | (17,593) | | | | | $ | 10,906 | | | | | $ | 48,617 | | | | | $ | 414 | | | | | $ | 49,031 | |

| Exchangeable Surplus Notes conversion | | | | | | | | | 502 | | | | | | | | | | | | | | | | | | | | | | | | 502 | | | | | | | | | | | | 502 | | |

| Assurance IQ acquisition | | | | | | | | | 79 | | | | | | | | | | | | 375 | | | | | | | | | | | | 454 | | | | | | | | | | | | 454 | | |

(2)Includes the impact from the adoption of ASU 2016-13.

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Acquisitions, net of cash acquired | | | | | | 0 | | | | | | 0 | | | | | | (1,755) | | |

| Conversion of surplus notes into Common Stock | | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 502 | |

| Acquisitions: | | | | | | | | | | | | | | | | | | | | |

| Assets acquired, excluding cash and cash equivalents | | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 2,425 | |

| Liabilities assumed | | | | | | 0 | | | | | | 0 | | | | | | 216 | | |

| Treasury Stock shares issued | | | | | | 0 | | | | | | 0 | | | | | | 454 | | |

| Net cash paid on acquisition | | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 1,755 | |

Due to the highly uncertain nature of these conditions, it is not possible to estimate the ultimate impacts at this time.

Acquisitions

*Assurance IQ*

The Company completed its acquisition of Assurance IQ in October 2019.

Assurance IQ is a wholly-owned subsidiary of the Company and the results of the Assurance IQ business are reported as a separate segment within the Company’s U.S. Businesses.

The total purchase consideration included $2,212 million paid at closing, and $100 million of contingent consideration (see Note 23 for additional information regarding the contingent liability).

In addition to the purchase consideration, the Company also granted approximately $160 million of cash and equity awards to Assurance IQ employees which are recognized as compensation expense over their requisite service periods.

See Note 21 for further details on the equity awards issued as part of the transaction.

The contingent consideration as well as additional compensation awards are payable in 2023, contingent upon Assurance IQ’s achievement of certain profitability targets.

The Company recognized a goodwill asset of $2,140 million in connection with the acquisition.

Based on the goodwill impairment test performed as of December 31, 2021, the Company recorded a goodwill impairment charge of $1,060 million, which reduced the Assurance IQ goodwill asset to $1,080 million as of December 31, 2021.

The transaction has a total value of approximately $2.2 billion, comprising the sales price for PALAC, a pre-closing net capital release to the Company and the expected tax impact from the sale.

Management’s Annual Report on Internal Control Over Financial Reporting and the report of the Company’s independent registered public accounting firm on the effectiveness of internal control over financial reporting as of December 31, [removed: 2021] [added: 2022] are included in Part II, Item 8 of this Annual Report on Form 10-K.

In order to ensure that the information we must disclose in our filings with the SEC is recorded, processed, summarized, and reported on a timely basis, the Company’s management, including our Chief Executive Officer and Chief Financial Officer, have reviewed and evaluated the effectiveness of our disclosure controls and procedures, as defined in Exchange Act Rule 13a-15(e), as of December 31, [removed: 2021.][added: 2022.]

Based on such evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, [removed: 2021,] [added: 2022,] 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 December 31, [removed: 2021,] [added: 2022,] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Certain of the information called for by this item is hereby incorporated herein by reference to the relevant portions of Prudential Financial’s definitive proxy statement for the Annual Meeting of Shareholders to be held on May [removed: 10, 2022,] [added: 9, 2023,] to be filed by Prudential Financial with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after December 31, [removed: 2021] [added: 2022] (the “Proxy Statement”).

The following table provides information as of December 31, [removed: 2021,] [added: 2022,] regarding securities authorized for issuance under our equity compensation plans.

[Table of [removed: Contents](#i2d8168918e984d31ada0690a29ccbb16_7)][added: Contents](#i871b01f4f55741bfadef8bff8ee00aa0_7)]

| Equity compensation plans approved by security holders—Omnibus Plan | | | [removed: 13,431,899] [added: 10,486,543] | | | (1) | | | | | | $ | [removed: 81.97] [added: 90.50] | | (2) | | | | | | [removed: 12,362,031] [added: 14,546,451] | | |

| Equity compensation plans approved by security holders—Director Plan | | | [removed: 184,116] [added: 236,703] | | | | | | | | | | | | | | | | | | [removed: 0] | | |

| Equity compensation plans approved by security holders—PSPP(3) | | | [removed: 0] | | | | | | | | | | | | | | | | | | [removed: 7,297,153] [added: 6,101,110] | | |

| [removed: Total equity] [added: Equity] compensation plans [added: not] approved by security holders | | | [removed: 13,616,015] | | | | | | | | | | | | | | | | | | [removed: 19,659,184] | | |

| [removed: Equity] [added: Total equity] compensation plans [removed: not] approved by security holders | | | [removed: 0] [added: 10,723,246] | | | | | | | | | | | | | | | | | | [removed: 0] [added: 20,647,561] | | |

The number of Performance Shares represents the number of shares that would be received based on maximum performance, reduced for cancellations and releases through December 31, [removed: 2021.The number of performance shares shown in the table represents the number of shares that would be received based on maximum performance, reduced for cancellations and releases through December 31, 2021.][added: 2022.]

The number of performance shares outstanding as of December 31, [removed: 2021] [added: 2022] at target (100%) performance factor was [removed: 3,475,845.][added: 2,061,174.]

The actual number of performance shares the Compensation Committee will award at the end of each performance period will range between 0% and 165% [removed: (between 0% and 100% for the performance shares related to the Assurance IQ acquisition)] of the target number of performance shares granted, based upon the achievement of Company financial performance goals selected by the Compensation Committee at the start of the performance period.

The weighted average remaining contractual term of these Options is [removed: 4.47] [added: 3.93] years.

| Grand Total | | | 10,723,246 | | | | | | | | | | | | | | | | | | 20,647,561 | | |

(1)Represents 2,260,137 outstanding Options, 5,010,076 outstanding Restricted Units and 3,216,330 outstanding Performance Shares as of December 31, 2022 under our Omnibus Plan.

| Grand Total | | | 13,616,015 | | | | | | | | | | | | | | | | | | 19,659,184 | | |

(1)Represents 3,245,565 outstanding Options, 5,840,201 outstanding Restricted Units and 4,346,133 outstanding Performance Shares as of December 31, 2021 under our Omnibus Plan, including those granted as part of the Assurance IQ acquisition.

[Table of Contents](#i2d8168918e984d31ada0690a29ccbb16_7)

[Table of Contents](#i871b01f4f55741bfadef8bff8ee00aa0_7)

| 1. | | | [Financial Statements—Item 8. Financial Statements and Supplementary [removed: Data](#i2d8168918e984d31ada0690a29ccbb16_274)] [added: Data](#i871b01f4f55741bfadef8bff8ee00aa0_283)] | | | [removed: [155](#i2d8168918e984d31ada0690a29ccbb16_274)] [added: [149](#i871b01f4f55741bfadef8bff8ee00aa0_283)] | | |

| | | | [Schedule I—Summary of Investments Other Than Investments in Related Parties as of December 31, [removed: 2021](#i2d8168918e984d31ada0690a29ccbb16_523)] [added: 2022](#i871b01f4f55741bfadef8bff8ee00aa0_538)] | | | [removed: [310](#i2d8168918e984d31ada0690a29ccbb16_523)] [added: [304](#i871b01f4f55741bfadef8bff8ee00aa0_538)] | | |

| | | | [Schedule II—Condensed Financial Information of Registrant as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#i2d8168918e984d31ada0690a29ccbb16_526)] [added: 2020](#i871b01f4f55741bfadef8bff8ee00aa0_541)] | | | [removed: [311](#i2d8168918e984d31ada0690a29ccbb16_526)] [added: [305](#i871b01f4f55741bfadef8bff8ee00aa0_541)] | | |

| | | | [Schedule III—Supplementary Insurance Information as of and for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#i2d8168918e984d31ada0690a29ccbb16_547)] [added: 2020](#i871b01f4f55741bfadef8bff8ee00aa0_562)] | | | [removed: [316](#i2d8168918e984d31ada0690a29ccbb16_547)] [added: [311](#i871b01f4f55741bfadef8bff8ee00aa0_562)] | | |

| | | | [Schedule [removed: IV](#i2d8168918e984d31ada0690a29ccbb16_550)—[Reinsurance] [added: IV](#i871b01f4f55741bfadef8bff8ee00aa0_565)[—](#i871b01f4f55741bfadef8bff8ee00aa0_565)[Reinsurance] as of and for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#i2d8168918e984d31ada0690a29ccbb16_550)] [added: 2020](#i871b01f4f55741bfadef8bff8ee00aa0_565)] | | | [removed: [319](#i2d8168918e984d31ada0690a29ccbb16_550)] [added: [314](#i871b01f4f55741bfadef8bff8ee00aa0_565)] | | |

[Table of [removed: Contents](#i2d8168918e984d31ada0690a29ccbb16_7)][added: Contents](#i871b01f4f55741bfadef8bff8ee00aa0_7)]

| U.S. Treasury securities and obligations of U.S. government authorities and agencies | | | | | | $ | [removed: 26,231] [added: 29,372] | | | | | $ | [removed: 32,158] [added: 26,069] | | | | | $ | [removed: 32,158] [added: 26,069] | |

| Obligations of U.S. states and their political subdivisions | | | | | | [removed: 10,445] [added: 10,179] | | | | | | [removed: 12,218] [added: 9,689] | | | | | | [removed: 12,218] [added: 9,689] | | |

| Asset-backed securities | | | | | | [removed: 11,402] [added: 12,972] | | | | | | [removed: 11,525] [added: 12,851] | | | | | | [removed: 11,525] [added: 12,851] | | |

| Residential mortgage-backed securities | | | | | | [removed: 2,749] [added: 2,613] | | | | | | [removed: 2,858] [added: 2,417] | | | | | | [removed: 2,858] [added: 2,417] | | |

| Commercial mortgage-backed securities | | | | | | [removed: 12,490] [added: 11,497] | | | | | | [removed: 13,099] [added: 10,655] | | | | | | [removed: 13,099] [added: 10,655] | | |

| Redeemable preferred stock | | | | | | [removed: 423] [added: 347] | | | | | | [removed: 474] [added: 350] | | | | | | [removed: 474] [added: 350] | | |

| Total fixed maturities, available-for-sale | | | | | | $ | [removed: 333,459] [added: 335,447] | | | | | $ | [removed: 372,410] [added: 307,719] | | | | | $ | [removed: 372,410] [added: 307,719] | |

| Residential mortgage-backed securities | | | | | | [removed: 191] [added: 143] | | | | | | [removed: 205] [added: 148] | | | | | | [removed: 191] [added: 143] | | |

| All other corporate bonds | | | | | | [removed: 495] [added: 430] | | | | | | [removed: 544] [added: 454] | | | | | | [removed: 490] [added: 428] | | |

| Total fixed maturities, held-to-maturity | | | | | | $ | [removed: 1,519] [added: 1,298] | | | | | $ | [removed: 1,803] [added: 1,455] | | | | | $ | [removed: 1,514] [added: 1,296] | |

| Other common stocks | | | | | | $ | [removed: 3,909] [added: 3,893] | | | | | $ | [removed: 5,850] [added: 5,284] | | | | | $ | [removed: 5,850] [added: 5,284] | |

| Nonredeemable preferred stocks | | | | | | [removed: 105] [added: 44] | | | | | | [removed: 146] [added: 79] | | | | | | [removed: 146] [added: 79] | | |

| Perpetual preferred stocks | | | | | | [removed: 166] [added: 176] | | | | | | [removed: 212] [added: 175] | | | | | | [removed: 212] [added: 175] | | |