Prudential Financial (PRU) 10-K risk factor changes: FY2023 vs FY2022

The [removed: Company’s] [added: Company uses an integrated] risk management framework [removed: documents the definition, potential manifestation,] [added: to manage] and [removed: management of] [added: oversee] its risks.

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

Additionally, our valuation of investments may include methodologies, inputs and assumptions which [removed: 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.

In the event of a counterparty deterioration or default, the magnitude of the losses will depend on [removed: then] current market conditions and the [removed: length of] [added: feasibility (dependent on the complexity) and] time [removed: required to enter into] [added: requirement of entering] a replacement transaction with a new counterparty.

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

In addition, if we experience higher than expected [removed: claims] [added: surrenders, withdrawals or claims,] our liquidity position may be adversely impacted, and we may incur losses on investments if we are required to sell assets in order to [removed: pay] [added: fund surrenders, withdrawals or] claims.

Mortality calamity risk is more pronounced in respect of specific geographic areas (including major metropolitan [removed: centers,] [added: centers] where we have concentrations of customers, including under group and individual life insurance, concentrations of employees or significant 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.

If this risk were to emerge, the Company would update assumptions used to calculate reserves for in-force business, which may result in additional assets needed to meet the higher expected annuity claims or earlier expected life [removed: claims.]

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

- *Lapse calamity* is the risk that lapse rates over the short-term deviate adversely from what is expected, for example, surrenders of certain insurance products may increase following a downgrade of our financial strength [removed: ratings or] [added: ratings,] adverse [removed: publicity.][added: publicity or economic conditions.]

For a discussion of the impact of [removed: current] [added: changes in] market conditions on our [removed: liquidity and capital resources outlook,] [added: financial condition] see [removed: “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Overview—Current Market Conditions.”][added: “Item 7A.]

Our mitigation efforts with respect to interest rate risk are primarily focused on maintaining an investment portfolio with diversified maturities that has a key rate duration profile that is approximately equal to the key rate duration profile of our liability and surplus benchmarks; however, these benchmarks are based on estimates of the liability cash flow profiles which are complex and could [removed: turn out to] be inaccurate, especially when markets are volatile.

Additionally, our Japanese insurance operations offer a variety of non-Japanese [removed: yen denominated] [added: yen-denominated] products.

Certain of our products, particularly certain index-linked annuity and individual life products, include interest crediting guarantees based on the performance of an [removed: index.]

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 [added: 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 [removed: organizational changes, including recent and planned] [added: significant] changes [removed: related] to [added: how] the [removed: Company’s business] [added: Company operates, including organizational changes and] transformation [removed: efforts.][added: efforts underway that increase execution risk.]

[removed: - *Processes:*] [added: *•Processes:*] Processing failure; failure to safeguard or retain documents/records; errors in valuation/pricing models and processes; project management or execution failures; improper sales practices; improper administration of our products; failure to adhere to clients’ investment guidelines.

- [removed: *Systems:*] [added: *Technology:*] Failures during the development and implementation of new systems; systems failures.

- [removed: *Legal:*] [added: *Legal and Regulatory:*] Legal and regulatory compliance failures.

Liabilities we may incur as a result of operational failures are described further under “Contingent Liabilities” in Note [removed: 23] [added: 25] to the Consolidated Financial Statements.

In addition, certain pending regulatory and litigation matters affecting us, and certain risks to our businesses presented by such matters, are discussed in Note [removed: 23] [added: 25] to the Consolidated Financial Statements.

[removed: Key Enterprise Operational Risks -] Key enterprise operational risks include, among others, the following:

- Physical infrastructure outages; [added: and]

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

- Protecting [removed: 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, [added: third-party service providers on whom we rely,] 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.

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

Fraudulent schemes to solicit information via call [removed: centers] [added: centers, remote help desks] and interactive voice response systems [removed: are becoming more prevalent.][added: continue to increase in both volume and sophistication.]

- 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 [removed: of] [added: of, among other things,] extortion or other motives persist and are on the rise.

- Nation-state sponsored or affiliated organizations are engaged in cyber-attacks, not only for monetization purposes, but also to gain information about foreign [removed: citizens] [added: citizens, businesses] and governments, or to influence or cause disruptions in commerce or political affairs.

In light of recent geopolitical events, including [removed: Russia’s invasion of Ukraine,] [added: conflicts in Europe and the Middle East,] 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.

[removed: It] [added: Even if the malicious actors are discovered quickly, 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 [added: contain the malicious actors,] remediate and recover.

- [removed: Employees] [added: Employees, third-party service providers] 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.

While we maintain certain standards for all vendors that provide us services, our vendors, and in turn, their own service providers, [removed: may] [added: have] become subject to [removed: a] security [removed: breach,] [added: breaches,] including as a result of their failure to perform in accordance with their contractual obligations.

We, or [removed: third-parties] [added: third parties] on whom we rely, may not adequately ensure the integrity, confidentiality, or availability of personal and confidential information. In the course of our ordinary business, we collect, store and disclose to various [removed: third-parties] [added: third parties] (e.g., service providers, reinsurers, etc.) substantial amounts of personal and confidential information, including in some instances sensitive personal information, including health-related information.

We are subject to the risk that the integrity, confidentiality, or availability of this information may be compromised, including as a result of an information security breach described above, or that such events occurring at [removed: third-parties] [added: third parties] may not be disclosed to us in a timely manner.

We have experienced cybersecurity events resulting [removed: in] [added: in, among other things,] the compromise of personal and confidential information, including sensitive health information, of our [added: employees,] customers and other stakeholders.

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

[removed: Third-parties] [added: Third parties] (outsourcing providers, vendors and suppliers and joint venture partners) present added operational risk to our enterprise. The Company's business model relies heavily on the use of [removed: third-parties] [added: third parties] to deliver contracted services in a broad range of areas.

This presents the risk that the Company is unable to meet legal, regulatory, financial or customer obligations because [removed: third-parties] [added: third parties] fail to deliver contracted services, or that the Company is exposed to reputational damage because [removed: third-parties] [added: third parties] operate in a poorly controlled manner.

Reinsurance treaties may also be used to further strategic goals of the Company by facilitating the acquisition or divestiture of a block of business if an entity purchase or sale is not practical.

[Table of Contents](#i375f61854d3c40de9db89d7c2134f367_7)

Highly bespoke transactions (e.g. strategic reinsurance) may not be replicable with any degree of certainty.

[Table of Contents](#i375f61854d3c40de9db89d7c2134f367_7)

claims.

[Table of Contents](#i375f61854d3c40de9db89d7c2134f367_7)

Quantitative and Qualitative Disclosures About Market Risk.”

[Table of Contents](#i375f61854d3c40de9db89d7c2134f367_7)

[Table of Contents](#i375f61854d3c40de9db89d7c2134f367_7)

index.

We are subject to counterparty risk associated with reinsurance transactions. To mitigate this risk, we may use coinsurance with funds withheld or modified coinsurance.

With these reinsurance arrangements, we retain assets on our balance sheet whose related investment performance accrues to third party reinsurers.

The composition of these assets is subject to investment guidelines specific to the reinsurance treaties and may differ from those we would normally invest in.

Under GAAP, funds withheld and modified coinsurance reinsurance most often create embedded derivatives for the ceding company and the reinsurer, which are measured at fair value.

The valuation of these embedded derivatives is sensitive to market factors, including credit spreads of the assets held by the ceding insurer, and can generate significant volatility in net income depending on market conditions.

Changes in the fair value of embedded derivatives are included in “Realized investment gains (losses), net” on the Consolidated Statements of Operations, whereas changes in the fair value of assets are recorded in “Accumulated other comprehensive income.”

[Table of Contents](#i375f61854d3c40de9db89d7c2134f367_7)

Key Enterprise Operational Risks

[Table of Contents](#i375f61854d3c40de9db89d7c2134f367_7)

[Table of Contents](#i375f61854d3c40de9db89d7c2134f367_7)

The development and adoption of artificial intelligence ("AI"), including generative artificial intelligence (“Generative AI”), and its use and anticipated use by us or by third parties on whom we rely, may increase the operational risks discussed above or create new operational risks that we are not currently anticipating.

AI technologies offer potential benefits in areas such as customer service personalization and process automation, and we expect to use AI and Generative AI to help deliver products and services and support critical functions.

We also expect third parties on whom we rely to do the same.

AI and Generative AI may be misused by us or by such third parties, and that risk is increased by the relative newness of the technology, the speed at which it is being adopted, and the lack of laws, regulations or standards governing its use.

Such misuse could expose the Company to legal or regulatory risk, damage customer relationships or cause reputational harm.

Our competitors may also adopt AI or Generative AI more quickly or more effectively than we do, which could cause competitive harm.

Because the Generative AI technology is so new, many of the potential risks of Generative AI are currently unknowable; however, specific risks relating to AI and Generative AI could include, among others:

- Reputational Damage: Malicious actors could use AI to create deepfakes of the Company's executives or manipulate financial documents, leading to loss of customer trust and significant reputational damage.

Moreover, the use of AI trained on inaccurate data sets could result in inaccurate or biased decisions.

- Fraudulent Activity: AI could be used to create forged documents or impersonate individuals to commit financial fraud, leading to financial losses and regulatory scrutiny.

- Misinformation and Disinformation: The ability to generate realistic and convincing synthetic media could be used to spread misinformation and disinformation, impacting public opinion and undermining trust in the financial system.

- Privacy Concerns: AI could be used to create synthetic identities or manipulate personal data, raising privacy concerns and potentially violating data protection regulations.

- Cybersecurity Threats: AI could be used to create sophisticated phishing attacks or bypass security measures, increasing the risk of cyberattacks and data breaches.

[Table of Contents](#i375f61854d3c40de9db89d7c2134f367_7)

[Table of Contents](#i375f61854d3c40de9db89d7c2134f367_7)

terminate their distribution contracts with us, or that new distribution channels could emerge and adversely impact the effectiveness of our distribution efforts.

We may not be able to protect our intellectual property and may be subject to infringement claims.

Model Risk

Because models are used across the Company, model risk impacts all risk types.

Furthermore, model risk will be elevated during periods of transformation or due to new or changing laws or regulations.

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

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

For a discussion of the impact of changes in market conditions on our financial condition see Item 7A “Quantitative and Qualitative Disclosures About Market Risk.”

We seek to mitigate this risk by holding investments in corresponding currencies.

of operations and financial position under U.S. GAAP and the statutory capital levels of our insurance subsidiaries.

For example, see “Business—Regulation—ERISA”.

us or such third-parties.

These models may not operate properly and may rely on assumptions and projections that are inherently uncertain.

Furthermore, model risk will be elevated during periods of transformation or due to new or changing laws or regulations (e.g., Accounting Standards Update (“ASU”) 2018-12, Financial Services - Insurance (Topic 944): Targeted Improvements to the Accounting for Long-Duration Contracts).

See “Business—Regulation” for a discussion of certain recently

without established products or distribution channels to meet consumers’ increased expectations more efficiently than us.

For additional information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Overview — Current Market Conditions.”

- *Risks related to COVID-19 could reemerge*.

Beginning with its emergence in 2020, the COVID-19 pandemic increased or caused the manifestation of many of the risks discussed above, including, among others: the risk of loss on our investments, the risk of elevated mortality or morbidity, and the risk of market disruptions and volatility.

The consequences of COVID-19 to our business have included the suspension of our stock repurchase program from April 2020 until February 2021, volatility in our investment portfolio during 2020, and a significant net negative impact on our underwriting results in 2021 and 2022.

We have discussed these impacts, and others, in the section entitled Management’s Discussion and Analysis of Financial Condition and Results of Operations in each of our Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K filed since the first quarter of 2020.

On the basis of what we currently understand about the impact of COVID-19, we believe the risks it poses to our business will remain manageable but the risks relating to COVID-19 could reemerge if the course of the pandemic deviates from our current expectations and could also manifest in the event of future pandemics, epidemics or other public health crises.

| [Impact of Changes in the Interest Rate [removed: Environment](#i871b01f4f55741bfadef8bff8ee00aa0_112)] [added: Environment](#i375f61854d3c40de9db89d7c2134f367_112)] | | | [removed: [57](#i871b01f4f55741bfadef8bff8ee00aa0_112)] [added: [53](#i375f61854d3c40de9db89d7c2134f367_112)] | | |

| [Results of [removed: Operations](#i871b01f4f55741bfadef8bff8ee00aa0_115)] [added: Operations](#i375f61854d3c40de9db89d7c2134f367_115)] | | | [removed: [60](#i871b01f4f55741bfadef8bff8ee00aa0_115)] [added: [56](#i375f61854d3c40de9db89d7c2134f367_115)] | | |

| [Consolidated Results of [removed: Operations](#i871b01f4f55741bfadef8bff8ee00aa0_115)] [added: Operations](#i375f61854d3c40de9db89d7c2134f367_115)] | | | [removed: [60](#i871b01f4f55741bfadef8bff8ee00aa0_115)] [added: [56](#i375f61854d3c40de9db89d7c2134f367_115)] | | |

| [Segment Results of [removed: Operations](#i871b01f4f55741bfadef8bff8ee00aa0_118)] [added: Operations](#i375f61854d3c40de9db89d7c2134f367_118)] | | | [removed: [61](#i871b01f4f55741bfadef8bff8ee00aa0_118)] [added: [57](#i375f61854d3c40de9db89d7c2134f367_118)] | | |

| [Impact of Foreign Currency Exchange [removed: Rates](#i871b01f4f55741bfadef8bff8ee00aa0_154)] [added: Rates](#i375f61854d3c40de9db89d7c2134f367_151)] | | | [removed: [63](#i871b01f4f55741bfadef8bff8ee00aa0_154)] [added: [60](#i375f61854d3c40de9db89d7c2134f367_151)] | | |

| [Accounting Policies & [removed: Pronouncements](#i871b01f4f55741bfadef8bff8ee00aa0_157)] [added: Pronouncements](#i375f61854d3c40de9db89d7c2134f367_154)] | | | [removed: [65](#i871b01f4f55741bfadef8bff8ee00aa0_157)] [added: [62](#i375f61854d3c40de9db89d7c2134f367_154)] | | |

| [Application of Critical Accounting [removed: Estimates](#i871b01f4f55741bfadef8bff8ee00aa0_157)] [added: Estimates](#i375f61854d3c40de9db89d7c2134f367_154)] | | | [removed: [65](#i871b01f4f55741bfadef8bff8ee00aa0_157)] [added: [62](#i375f61854d3c40de9db89d7c2134f367_154)] | | |

| [Adoption of New Accounting [removed: Pronouncements](#i871b01f4f55741bfadef8bff8ee00aa0_169)] [added: Pronouncements](#i375f61854d3c40de9db89d7c2134f367_166)] | | | [removed: [76](#i871b01f4f55741bfadef8bff8ee00aa0_169)] [added: [70](#i375f61854d3c40de9db89d7c2134f367_166)] | | |

| [Results of Operations by [removed: Segment](#i871b01f4f55741bfadef8bff8ee00aa0_172)] [added: Segment](#i375f61854d3c40de9db89d7c2134f367_169)] | | | [removed: [76](#i871b01f4f55741bfadef8bff8ee00aa0_172)] [added: [70](#i375f61854d3c40de9db89d7c2134f367_169)] | | |

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

| [removed: [International Businesses](#i871b01f4f55741bfadef8bff8ee00aa0_193)] [added: International Businesses] | | | [removed: [92](#i871b01f4f55741bfadef8bff8ee00aa0_193)] [added: $] | [added: (28)] | | [added: | | | $ | (57) | | | | | $ | 15 | |]

| [removed: [Corporate] [added: Corporate] and [removed: Other](#i871b01f4f55741bfadef8bff8ee00aa0_196)] [added: Other:] | | | [removed: [95](#i871b01f4f55741bfadef8bff8ee00aa0_196)] | | | [added: | | | | | | | | | | | |]

| [removed: [Divested] [added: Divested] and Run-off [removed: Businesses](#i871b01f4f55741bfadef8bff8ee00aa0_199)] [added: Businesses(2):] | | | [removed: [96](#i871b01f4f55741bfadef8bff8ee00aa0_199)] | | | [added: | | | | | | | | | | | |]

| [Closed Block [removed: Division](#i871b01f4f55741bfadef8bff8ee00aa0_202)] [added: Division](#i375f61854d3c40de9db89d7c2134f367_196)] | | | [removed: [97](#i871b01f4f55741bfadef8bff8ee00aa0_202)] [added: [95](#i375f61854d3c40de9db89d7c2134f367_196)] | | |

| [removed: [Experience-Rated Contractholder Liabilities,] Assets [removed: Supporting Experience-Rated Contractholder Liabilities and Other Related Investments](#i871b01f4f55741bfadef8bff8ee00aa0_208)] [added: supporting experience-rated contractholder liabilities] | | | [removed: [99](#i871b01f4f55741bfadef8bff8ee00aa0_208)] [added: 0.00] | | | [added: | | | 0 | | | | | | 1.13 | | | | | | 25 | | | | | | 1.13 | | | | | | 25 | | | | | | 0 | | | | | | 25 | | |]

| [Valuation of Assets and [removed: Liabilities](#i871b01f4f55741bfadef8bff8ee00aa0_211)] [added: Liabilities](#i375f61854d3c40de9db89d7c2134f367_205)] | | | [removed: [100](#i871b01f4f55741bfadef8bff8ee00aa0_211)] [added: [97](#i375f61854d3c40de9db89d7c2134f367_205)] | | |

| [Liquidity and Capital [removed: Resources](#i871b01f4f55741bfadef8bff8ee00aa0_217)] [added: Resources](#i375f61854d3c40de9db89d7c2134f367_211)] | | | [removed: [125](#i871b01f4f55741bfadef8bff8ee00aa0_217)] [added: [120](#i375f61854d3c40de9db89d7c2134f367_211)] | | |

[removed: Prior periods] [added: (5)Prior period amounts] have been updated to conform to [removed: this new] [added: current period] presentation.

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

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

We believe we are well-positioned to tap into market opportunities to meet the evolving needs of [removed: individual customers, workplace clients,] [added: our clients] and society at large.

[removed: - *Risk Management*.][added: Risk Management Oversight]

[removed: See “Risk Factors” for] [added: For] a discussion of the risks [removed: to] [added: of] our [removed: businesses posed by the COVID-19 pandemic.][added: businesses, see “Risk Factors.”]

- *PGIM.* Our global investment management business, PGIM, is focused on maintaining strong investment performance while leveraging the scale of its approximately [removed: $1.228] [added: $1.298] trillion of assets under management and diversified global operations.

We are broadening our distribution channels and asset management capabilities through acquisitions and organic initiatives to better serve our clients and support [removed: growth.][added: growth as well as providing asset management services to Prismic.]

There remain risks to earnings across the asset management industry as adverse changes in market conditions (e.g., [added: equity] market declines, higher [removed: rates or] [added: interest rates,] credit spread [removed: widening)] [added: widening or real estate value declines)] could lead to lower fee-based revenues, incentive fees taking longer to be realized and losses in our seed and co-investments.

See Note [removed: 1] [added: 15] to the Consolidated Financial Statements for additional information regarding [removed: these dispositions.][added: this transaction.]

Our [removed: remaining] Institutional 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 maintaining appropriate pricing and return expectations under changing market conditions.

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

Our strategy is to [removed: maintain and] strengthen our position in Japan while expanding our footprint in select high-growth emerging markets.

[removed: We continue to invest in our existing businesses and regularly] assess acquisition opportunities to build scale and complement our [added: portfolio of] businesses in [added: emerging markets in] support of our long-term growth.

- *U.S. Businesses.* As discussed further under “—Impact of Changes in the Interest Rate Environment” below, interest rates in the U.S. [removed: have] experienced a [removed: sustained] [added: prolonged] period of historically low levels, followed by a sharp rise in [removed: 2022.][added: 2022 and sustained higher levels in 2023.]

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 [removed: Operations”,] [added: Operations,”] where applicable, and more broadly in “Item 1A.

- *U.S. Businesses.* [removed: Customer] [added: Individual customer] demographics continue to evolve and new opportunities present themselves in different consumer segments such as the millennial and multicultural markets.

For additional information [removed: on how] [added: regarding] these [removed: conditions may also impact our income taxes,] [added: sources of liquidity,] see Note [removed: 16] [added: 18] to the Consolidated Financial Statements.

For additional information regarding interest rate risks, see “Risk Factors—Market [removed: Risk”.][added: Risk.”]

While interest rates in the U.S. have experienced a sustained period of historically low [removed: levels in recent years,] [added: levels,] rates increased throughout 2022 and [added: sustained higher levels in 2023, and] our average reinvestment yield is generally now exceeding our current average portfolio yield.

These strategies seek to match the [added: liability] characteristics of our products, and to closely approximate the interest rate sensitivity of the assets with the estimated interest rate sensitivity of the product liabilities.

The portion of the general account supporting our U.S. Businesses and our Corporate and Other operations has approximately [removed: $178] [added: $187] billion of fixed maturity securities and commercial mortgage loans (based on net carrying value) as of December 31, [removed: 2022,] [added: 2023,] with an average portfolio yield of approximately [removed: 4.3%.][added: 4.7%.]

For [removed: the] [added: this] portion of the general account attributable to these operations, we estimate annual principal payments and prepayments that we would be required to reinvest to be approximately 7.7% of the fixed maturity security and commercial mortgage loan portfolios through [removed: 2024.][added: 2025.]

| [Overview](#i375f61854d3c40de9db89d7c2134f367_97) | | | [51](#i375f61854d3c40de9db89d7c2134f367_97) | | |

| [Outlook](#i375f61854d3c40de9db89d7c2134f367_103) | | | [52](#i375f61854d3c40de9db89d7c2134f367_103) | | |

| [Industry Trends](#i375f61854d3c40de9db89d7c2134f367_106) | | | [53](#i375f61854d3c40de9db89d7c2134f367_106) | | |

| [Segment Measures](#i375f61854d3c40de9db89d7c2134f367_148) | | | [59](#i375f61854d3c40de9db89d7c2134f367_148) | | |

| [PGIM](#i375f61854d3c40de9db89d7c2134f367_169) | | | [70](#i375f61854d3c40de9db89d7c2134f367_169) | | |

| [Retirement Strategies](#i375f61854d3c40de9db89d7c2134f367_175) | | | [76](#i375f61854d3c40de9db89d7c2134f367_175) | | |

| [Individual Life](#i375f61854d3c40de9db89d7c2134f367_181) | | | [85](#i375f61854d3c40de9db89d7c2134f367_181) | | |

| [Income Taxes](#i375f61854d3c40de9db89d7c2134f367_199) | | | [96](#i375f61854d3c40de9db89d7c2134f367_199) | | |

| [General Account Investments](#i375f61854d3c40de9db89d7c2134f367_208) | | | [99](#i375f61854d3c40de9db89d7c2134f367_208) | | |

| [Ratings](#i375f61854d3c40de9db89d7c2134f367_268) | | | [134](#i375f61854d3c40de9db89d7c2134f367_268) | | |

| [Risk Management](#i375f61854d3c40de9db89d7c2134f367_271) | | | [136](#i375f61854d3c40de9db89d7c2134f367_271) | | |

[Table of Contents](#i375f61854d3c40de9db89d7c2134f367_7)

Effective January 1, 2023, we made the following segment reporting changes, which do not impact our consolidated financial statements:

- Based on the write-down of Assurance IQ’s (“AIQ”) goodwill asset, and that its financial results and operations are not considered significant, AIQ no longer represents a separately reportable segment and is now included within our Corporate and Other operations.

- Since Prudential Advisors, our proprietary nationwide distribution business, is no longer managed through the Individual Life segment and its financial results and operations are not considered significant, it is now included within our Corporate and Other operations.

Historical segment results have been updated to conform to the current period presentation.

In September 2023, we, together with Warburg Pincus and a group of institutional investors, announced the launch of Prismic Life Reinsurance, Ltd. (“Prismic Re”), a licensed Bermuda-based life and annuity reinsurance company.

In conjunction with this announcement, we made an initial equity investment through our Corporate and Other operations of approximately $200 million, equivalent to a 20% interest, in Prismic Life Holding Company LP (“Prismic”), the Bermuda-exempted limited partnership that owns all of the outstanding capital stock of Prismic Re.

We expect the increased reinsurance capacity that this partnership provides to support our vision of expanding access to investing, insurance, and retirement security for people around the world.

Our initial transaction, effective September 2023, was to reinsure approximately $9 billion, or 70%, of reserves related to our structured settlement annuities business with Prismic Re.

As part of our continuous improvement process, we are working to become a leaner and more agile company by simplifying our management structure, empowering our employees with faster decision-making processes and investing in technology and data platforms.

As part of this, we are implementing changes to our organizational structure and have recorded a restructuring charge of $200 million in the fourth quarter of 2023.

We expect these actions will create operating efficiencies,

[Table of Contents](#i375f61854d3c40de9db89d7c2134f367_7)

and provide reinvestment capacity to build capabilities, realize additional efficiencies, strengthen our competitiveness and fuel future growth.

We continue to invest in our existing businesses and regularly

[Table of Contents](#i375f61854d3c40de9db89d7c2134f367_7)

Risk Factors.”

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.”

Brazil has the largest population in South America and has recently experienced a modest increase in population.

The nation is undergoing a rapid demographic transition characterized by a growing proportion of elderly citizens due to declining fertility rates and an increase in life expectancy.

This demographic transition has produced challenges in various sectors, particularly impacting healthcare and pension systems, which has led to a growing demand for products that provide financial solutions.

[Table of Contents](#i375f61854d3c40de9db89d7c2134f367_7)

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

[Table of Contents](#i375f61854d3c40de9db89d7c2134f367_7)

| | | | As of December 31, 2023 | | |

[Table of Contents](#i375f61854d3c40de9db89d7c2134f367_7)

See Note 13 to the Consolidated Financial Statements for additional information regarding crediting rates on policyholder account balances.

| Revenues | | | | | | $ | 53,979 | | | | | $ | 56,881 | | | | | $ | 71,247 | |

| [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) | | |

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

| [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) | | |

| [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)

*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, 2021 in comparison to the year ended December 31, 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, 2021.*

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

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 aim to expand our addressable market, build deeper and longer-lasting relationships with customers and clients, and meaningfully improve their financial wellness.

In order to become more competitive, we are working to enhance the experience of our customers and the capabilities of our businesses, which we expect will improve margins.

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

In 2022, we incurred approximately $145 million of costs in connection with these programs.

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.

COVID-19

Since the first quarter of 2020, the COVID-19 pandemic has caused extreme stress and disruption in the global economy and financial markets and elevated mortality and morbidity for the global population.

The COVID-19 pandemic impacted our results of operations in the current period and could continue to impact our results of operations in future periods.

Throughout the pandemic, COVID-19 had a significant net negative impact on our underwriting results, reflecting unfavorable mortality and morbidity impacts in our Group Insurance, Individual Life and International businesses, partially offset by favorable mortality impacts in the Institutional portion of our Retirement Strategies business.

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.

The ultimate impact on our underwriting results, however, will 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 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 any impacts related to COVID-19.

- *Results of Operations by Segment.* See “—Results of Operations by Segment” for a discussion of COVID-19 impacts on segment results, where applicable.

See “—Risk Management—COVID-19” for a discussion of our risk management framework and its incorporation of pandemic stress scenarios.

- *Risk Factors*.

Consistent with the Company’s strategy of becoming higher growth and less market sensitive, the sales of our Full Service Retirement business and a portion of our traditional variable annuity block of business were completed in the second quarter of 2022.

- *Assurance IQ.* We remain focused on expanding our addressable market and increasing access to more retail customers through our agent and digital channels.

We continue to expand carriers and product offerings on our platform in an effort to meet our customers’ evolving needs.

For additional information regarding the potential impacts of interest rate and other market fluctuations, as well as general economic and market conditions on our businesses and profitability, see [removed: Item] [added: “Item] 1A.

[removed: “Risk] [added: Risk] Factors” above.

We use asset/liability management and derivative strategies to manage our interest rate exposure by legal entity by matching the relative sensitivity of asset and liability values to interest rate changes, or [added: by] controlling [added: the] “duration mismatch” of assets and liability duration targets.

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: 2022] [added: 2023] and [removed: 2021.][added: 2022.]

This table is presented on a gross basis and excludes offsetting impacts to [added: certain] insurance liabilities that are not considered financial liabilities under [removed: U.S] [added: U.S.] GAAP.

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

| | | | | | | As of December 31, [removed: 2022] [added: 2023] | | | | | | | | | | | | | | | | | | As of December 31, [removed: 2021] [added: 2022] | | | | | | | | | | | | | | |

| Fixed maturities(1) | | | | | | | | | | | | $ | [removed: 316,070] [added: 327,000] | | | | | $ | [removed: (30,524)] [added: (31,628)] | | | | | | | | | | | $ | [removed: 415,769] [added: 316,070] | | | | | $ | [removed: (43,547)] [added: (30,524)] | |

| Commercial mortgage and other loans | | | | | | | | | | | | [removed: 52,479] [added: 56,171] | | | | | | [removed: (2,300)] [added: (2,275)] | | | | | | | | | | | | [removed: 67,998] [added: 52,479] | | | | | | [removed: (3,069)] [added: (2,300)] | | |

| Futures | | | | | | [removed: 19,452] [added: 11,120] | | | | | | [removed: (12)] [added: (20)] | | | | | | [removed: (309)] [added: (460)] | | | | | | [removed: 25,122] [added: 19,452] | | | | | | [removed: 57] [added: (12)] | | | | | | [removed: (1,327)] [added: (309)] | | |

| Options | | | | | | [removed: 49,351] [added: 85,760] | | | | | | [removed: (938)] [added: (777)] | | | | | | [removed: 241] [added: (166)] | | | | | | [removed: 97,101] [added: 49,351] | | | | | | [removed: (187)] [added: (938)] | | | | | | [removed: (209)] [added: 241] | | |

| Forwards | | | | | | [removed: 38,899] [added: 36,112] | | | | | | [removed: (581)] [added: (116)] | | | | | | [removed: (185)] [added: (125)] | | | | | | [removed: 38,394] [added: 38,899] | | | | | | [removed: (159)] [added: (581)] | | | | | | [removed: (73)] [added: (185)] | | |

| Synthetic GICs | | | | | | [removed: 84,338] [added: 78,009] | | | | | | 0 | | | | | | [removed: (6)] [added: (9)] | | | | | | [removed: 81,984] [added: 84,338] | | | | | | [removed: 1] [added: 0] | | | | | | [removed: 0] [added: (6)] | | |

| Indexed universal life contracts | | | | | | | | | | | | [removed: (986)] [added: (1,348)] | | | | | | [removed: 190] [added: 169] | | | | | | | | | | | | [removed: (1,436)] [added: (986)] | | | | | | [removed: 205] [added: 190] | | |

| Indexed annuity contracts | | | | | | | | | | | | [removed: (2,506)] [added: (6,404)] | | | | | | [removed: (457)] [added: (645)] | | | | | | | | | | | | [removed: (2,041)] [added: (2,506)] | | | | | | [removed: (344)] [added: (457)] | | |

| Short-term and long-term debt | | | | | | | | | | | | [removed: 19,441] [added: 18,886] | | | | | | [removed: 3,091] [added: 3,026] | | | | | | | | | | | | [removed: 22,648] [added: 19,441] | | | | | | [removed: 4,231] [added: 3,091] | | |

| Policyholders’ account balances—investment contracts | | | | | | | | | | | | [removed: 66,602] [added: 68,883] | | | | | | [removed: 1,944] [added: 2,786] | | | | | | | | | | | | [removed: 103,064] [added: 66,602] | | | | | | [removed: 3,520] [added: 1,944] | | |

| Net estimated potential loss | | | | | | | | | | | | | | | | | | $ | [removed: (29,589)] [added: (5,271)] | | | | | | | | | | | | | | | | | $ | [removed: (40,195)] [added: (564)] | |

(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: $308] [added: $316] billion and [removed: $386] [added: $308] billion as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively, of fixed maturities are classified as available-for-sale.

(3)Excludes approximately [removed: $349] [added: $155] billion and [removed: $356] [added: $144] billion as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively, of [added: certain] insurance reserve and deposit liabilities [removed: which] [added: that] are not considered financial liabilities.

Under U.S. GAAP, the fair value of the [added: MRBs and] embedded derivatives for certain features associated with [removed: variable annuity,] indexed universal [removed: life,] [added: life] and indexed annuity contracts, reflected in the table above, includes the impact of the market’s perception of our NPR.

For additional information regarding [removed: NPR related to] the [removed: sensitivity of the embedded derivatives to] [added: key estimates and assumptions used in] our [removed: NPR credit spread,] [added: determination of fair value, including NPR,] see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Accounting Policies & Pronouncements—Application of Critical Accounting [removed: Estimates—Sensitivities for Insurance Assets and Liabilities”] [added: Estimates—Market Risk Benefits (“MRBs”)”] above.

For an additional discussion of our variable annuity optional living benefit guarantees accounted for as [removed: embedded derivatives] [added: MRBs] and related derivatives used to hedge the changes in fair value of these [removed: embedded derivatives,] [added: MRBs,] see “Market Risk Related to Certain Variable Annuity Products” below.

We have exposure to equity risk through asset/liability mismatches, including our investments in equity securities held in our general account investment portfolio and unhedged exposure in our insurance liabilities, principally related to certain variable annuity living benefit feature [removed: embedded derivatives.][added: MRBs.]

Our equity-based derivatives primarily hedge the equity risk embedded in these living benefit feature [removed: embedded derivatives, and are also part of our capital hedging program.][added: MRBs.]

- Asset-based fees earned on assets under management or contractholder account value; [added: and]

We manage equity [added: price] risk against benchmarks in respective markets.

The following table sets forth the net estimated potential loss in fair value from such a decline as of December 31, [removed: 2022] [added: 2023] and [removed: 2021.][added: 2022.]

These scenarios consider only the direct impact on fair value of declines in equity benchmark market levels and not changes in asset-based fees recognized as revenue, [removed: changes in our estimates of total gross profits used as a basis for amortizing deferred policy acquisition and other costs,] or changes in [removed: any other] assumptions such as market volatility or mortality, utilization or persistency rates in our variable annuity contracts that could also impact the fair value of our living benefit features.

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

| | | | As of December 31, [removed: 2022] [added: 2023] | | | | | | | | | | | | | | | | | | As of December 31, [removed: 2021] [added: 2022] | | | | | | | | | | | | | | |

| Equity securities(1) | | | | | | | | | $ | [removed: 9,049] [added: 10,282] | | | | | $ | [removed: (905)] [added: (1,028)] | | | | | | | | | | | $ | [removed: 11,296] [added: 9,049] | | | | | $ | [removed: (1,130)] [added: (905)] | |

| Equity-based derivatives(2) | | | $ | [removed: 51,501] [added: 61,701] | | | | | [removed: (961)] [added: (441)] | | | | | | [removed: (73)] [added: (679)] | | | | | | $ | [removed: 103,944] [added: 51,501] | | | | | [removed: (1,095)] [added: (961)] | | | | | | [removed: (934)] [added: (73)] | | |

| Indexed universal life contracts | | | | | | | | | [removed: (986)] [added: (1,348)] | | | | | | [removed: 24] [added: 21] | | | | | | | | | | | | [removed: (1,436)] [added: (986)] | | | | | | [removed: 54] [added: 24] | | |

| Indexed annuity contracts | | | | | | | | | [removed: (2,506)] [added: (6,404)] | | | | | | [removed: 841] [added: 1,388] | | | | | | | | | | | | [removed: (2,041)] [added: (2,506)] | | | | | | [removed: 680] [added: 841] | | |

| Net estimated potential loss | | | | | | | | | | | | | | | $ | [removed: (740)] [added: (1,367)] | | | | | | | | | | | | | | | | | $ | [removed: (2,893)] [added: (1,139)] | |

For certain of our international insurance operations outside of Japan, we elect to not hedge the risk of changes in [removed: our equity investments due to foreign exchange rate movements.]

[added: For additional information, see “Management’s Discussion and] Analysis of Financial Condition and Results of Operations—Impact of Foreign Currency Exchange Rates—Impact of products denominated in non-local currencies on U.S. GAAP earnings” above.

The following table sets forth the net estimated potential loss in fair value from such a change as of December 31, [removed: 2022] [added: 2023] and [removed: 2021.][added: 2022.]

| | | | As of December 31, [removed: 2022] [added: 2023] | | | | | | | | | | | | As of December 31, [removed: 2021] [added: 2022] | | | | | | | | |

As a result of the adoption of ASU 2018-12 in the first quarter of 2023, the following tables have been updated to reflect the current impacts on hypothetical changes in fair value based on the new accounting standard.

[Table of Contents](#i375f61854d3c40de9db89d7c2134f367_7)

[Table of Contents](#i375f61854d3c40de9db89d7c2134f367_7)

| Swaps | | | | | | $ | 276,414 | | | | | (11,980) | | | | | | (3,768) | | | | | | $ | 268,764 | | | | | (8,565) | | | | | | (3,631) | | |

| Total embedded derivatives(2) | | | | | | | | | | | | (7,752) | | | | | | (476) | | | | | | | | | | | | (3,492) | | | | | | (267) | | |

| Insurance liabilities with interest rate risk: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Benefit reserves (traditional and limited-payment contracts)(4) | | | | | | | | | | | | 192,302 | | | | | | 25,711 | | | | | | | | | | | | 182,304 | | | | | | 28,942 | | |

| Market risk benefits(5) | | | | | | | | | | | | 3,486 | | | | | | 2,113 | | | | | | | | | | | | 5,064 | | | | | | 2,440 | | |

Changes in fair value of fixed maturities classified as available-for-sale are included in AOCI.

(4)Changes in fair value of benefit reserves (traditional and limited-payment contracts) are included in AOCI.

(5)Amounts reported net of third-party reinsurance.

[Table of Contents](#i375f61854d3c40de9db89d7c2134f367_7)

| Total embedded derivatives(2)(3) | | | | | | | | | (7,752) | | | | | | 1,409 | | | | | | | | | | | | (3,492) | | | | | | 865 | | |

| Market risk benefits(4) | | | | | | | | | 3,486 | | | | | | (1,069) | | | | | | | | | | | | 5,064 | | | | | | (1,026) | | |

(4)Amounts reported net of third-party reinsurance.

[Table of Contents](#i375f61854d3c40de9db89d7c2134f367_7)

our equity investments due to foreign exchange rate movements.

Additionally, our derivatives include embedded derivative instruments associated with the index-linked features of certain universal life and annuity products, and reinsurance with funds withheld arrangements.

In addition, we may also utilize external reinsurance as a form of additional risk mitigation.

The

[Table of Contents](#i375f61854d3c40de9db89d7c2134f367_7)

[Table of Contents](#i375f61854d3c40de9db89d7c2134f367_7)

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)

- Estimated total gross profits and the amortization of deferred policy acquisition and other costs;

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

| Variable annuity and other living benefit feature embedded derivatives | | | | | | | | | | | | (4,746) | | | | | | 2,357 | | | | | | | | | | | | (13,231) | | | | | | 5,807 | | |

| Total embedded derivatives(2) | | | | | | | | | | | | (8,238) | | | | | | 2,090 | | | | | | | | | | | | (16,708) | | | | | | 5,668 | | |

For additional information about the key estimates and assumptions used in our determination of fair value, see Note 6 to the Consolidated Financial Statements.

- Estimated total gross profits and the amortization of deferred policy acquisition and other costs; and

| Variable annuity and other living benefit feature embedded derivatives | | | | | | | | | (4,746) | | | | | | (627) | | | | | | | | | | | | (13,231) | | | | | | (1,563) | | |

| Total embedded derivatives(2)(3) | | | | | | | | | (8,238) | | | | | | 238 | | | | | | | | | | | | (16,708) | | | | | | (829) | | |

For further information, see “Management’s Discussion and

Our derivatives also include those that are embedded in certain financial instruments, and primarily relate to certain optional living benefit features associated with our variable annuity products, as discussed in more detail in “Market Risk Related to Certain Variable Annuity Products” below.

In addition, we consider external reinsurance a form of risk mitigation as well as our capital hedge program.

fair value of these embedded derivatives are provided under “Market Risk Related to Interest Rates” and “Market Risk Related to Equity Prices” above.

| [Retirement [removed: Strategies](#i871b01f4f55741bfadef8bff8ee00aa0_28)] [added: Strategies](#i375f61854d3c40de9db89d7c2134f367_28)] | | | [removed: [5](#i871b01f4f55741bfadef8bff8ee00aa0_28)] [added: [5](#i375f61854d3c40de9db89d7c2134f367_28)] | | |

| [Group [removed: Insurance](#i871b01f4f55741bfadef8bff8ee00aa0_31)] [added: Insurance](#i375f61854d3c40de9db89d7c2134f367_31)] | | | [removed: [7](#i871b01f4f55741bfadef8bff8ee00aa0_31)] [added: [7](#i375f61854d3c40de9db89d7c2134f367_31)] | | |

| [Individual [removed: Life](#i871b01f4f55741bfadef8bff8ee00aa0_37)] [added: Life](#i375f61854d3c40de9db89d7c2134f367_34)] | | | [removed: [9](#i871b01f4f55741bfadef8bff8ee00aa0_37)] [added: [9](#i375f61854d3c40de9db89d7c2134f367_34)] | | |

| [International [removed: Businesses](#i871b01f4f55741bfadef8bff8ee00aa0_43)] [added: Businesses](#i375f61854d3c40de9db89d7c2134f367_40)] | | | [removed: [13](#i871b01f4f55741bfadef8bff8ee00aa0_43)] [added: [11](#i375f61854d3c40de9db89d7c2134f367_40)] | | |

| [Corporate and [removed: Other](#i871b01f4f55741bfadef8bff8ee00aa0_46)] [added: Other](#i375f61854d3c40de9db89d7c2134f367_43)] | | | [removed: [15](#i871b01f4f55741bfadef8bff8ee00aa0_46)] [added: [13](#i375f61854d3c40de9db89d7c2134f367_43)] | | |

| [Closed Block [removed: Division](#i871b01f4f55741bfadef8bff8ee00aa0_49)] [added: Division](#i375f61854d3c40de9db89d7c2134f367_46)] | | | [removed: [16](#i871b01f4f55741bfadef8bff8ee00aa0_49)] [added: [14](#i375f61854d3c40de9db89d7c2134f367_46)] | | |

| [Seasonality of Key Financial [removed: Items](#i871b01f4f55741bfadef8bff8ee00aa0_52)] [added: Items](#i375f61854d3c40de9db89d7c2134f367_49)] | | | [removed: [17](#i871b01f4f55741bfadef8bff8ee00aa0_52)] [added: [15](#i375f61854d3c40de9db89d7c2134f367_49)] | | |

| [Intangible and Intellectual [removed: Property](#i871b01f4f55741bfadef8bff8ee00aa0_58)] [added: Property](#i375f61854d3c40de9db89d7c2134f367_55)] | | | [removed: [19](#i871b01f4f55741bfadef8bff8ee00aa0_58)] [added: [17](#i375f61854d3c40de9db89d7c2134f367_55)] | | |

| [Human Capital [removed: Resources](#i871b01f4f55741bfadef8bff8ee00aa0_64)] [added: Resources](#i375f61854d3c40de9db89d7c2134f367_61)] | | | [removed: [35](#i871b01f4f55741bfadef8bff8ee00aa0_64)] [added: [30](#i375f61854d3c40de9db89d7c2134f367_61)] | | |

| [Information About our Executive [removed: Officers](#i871b01f4f55741bfadef8bff8ee00aa0_67)] [added: Officers](#i375f61854d3c40de9db89d7c2134f367_64)] | | | [removed: [37](#i871b01f4f55741bfadef8bff8ee00aa0_67)] [added: [32](#i375f61854d3c40de9db89d7c2134f367_64)] | | |

Prudential Financial, Inc. (“Prudential Financial” or “PFI”), a global financial services leader and premier active global investment manager with approximately [removed: $1.377] [added: $1.450] trillion of assets under management as of December 31, [removed: 2022,] [added: 2023,] has operations in the United States, Asia, Europe and Latin America.

Our principal executive offices are located in Newark, New Jersey, and Prudential Financial’s Common Stock is publicly traded on the New York Stock Exchange under the ticker symbol [removed: “PRU”.][added: “PRU.”]

The demutualization was carried out under PICA’s Plan of Reorganization, which required us to establish and operate a regulatory mechanism known as the “Closed [removed: Block”.][added: Block.” The Closed Block includes certain in-force participating insurance and annuity products and corresponding assets that are used for the payment of benefits and policyholders’ dividends on these products, as well as certain related assets and liabilities.]

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

See Note [removed: 22] [added: 23] to the Consolidated Financial Statements for revenues, income and loss, and total assets by segment.

Our [removed: strategy centers on our] [added: business system includes a] mix of high-quality protection, retirement and investment management businesses which creates growth potential due to earnings diversification and the opportunity to provide customers with integrated cross-business solutions, as well as capital benefits from a balanced risk profile.

We [added: believe that we] are well-positioned to meet the needs of customers and tap into significant market opportunities through PGIM, our U.S. Businesses and our International Businesses.

| 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 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, [added: listed and unlisted closed-end funds,] exchange-traded funds (“ETFs”) and separately managed accounts to individual [removed: investors] [added: investors, defined contribution plans] 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. [added: •PGIM Portfolio Advisory—provides public and private multi-asset class liability-driven investment solutions to institutional clients.] 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. [removed: ◦Licensed sales] [added: ◦Financial] professionals [removed: within] [added: associated with] 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. | | |

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 [removed: internationally in] [added: internationally, primarily within] the United Kingdom.

[removed: | 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. | | |][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 WealthGuardSM Multi-Year Guaranteed Annuity, a single premium fixed rate deferred annuity launched in August 2023, provides tax-deferred growth and guaranteed rate of return over an initial guaranteed rate period (i.e., 3, 5 or 7 years). •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. | | |]

| Revenues and Profitability Our revenues primarily come in the form of: *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. *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 [removed: expenses).] [added: expenses) and interest income on collateral posted to counterparties.] 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. | | | 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 *Institutional Retirement Strategies* We compete with other large, well-established insurance companies, asset managers and diversified financial 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. *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 products, through both [removed: non-experience] [added: non-experience-] rated contracts (where we assume all mortality/morbidity risk) and [removed: experience rated] [added: 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 life, group universal life and group variable universal 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 either returns to work or reaches normal retirement age. •Other supplemental health solutions, including [removed: accident] [added: accident, hospital indemnity] and critical illness insurance. •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: [removed: •National—large corporations and other organizations] [added: •National Market—employer groups] having over 5,000 individuals. [removed: •Premier—corporations and other organizations that have] [added: •Premier Market—employer groups having] 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 [removed: life and] [added: life,] group disability [added: and supplemental health] 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 [removed: other] [added: many] 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. [removed: Our pricing of group insurance products is reflective of the large number of competitors in the marketplace.] While the majority of our premiums are derived from the National [added: Market] segment, we [removed: are actively seeking] [added: continue] to [removed: grow] [added: diversify] our [added: book through growth of the] Premier [added: Market] 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. | | |

| Products We offer a variety of products, consisting of base contracts and [removed: riders,] [added: riders (such as our accelerated death benefit rider),] that serve different protection needs and 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. •Indexed variable life policies provide index-linked investment options (index strategies) in addition to a suite of underlying investment options or a fixed rate option. Index strategies credit interest to the cash value that is linked to, but not an investment in, the performance of an external index, subject to certain parameters such as cap, step, participation, and buffer rates, [removed: and] [added: as well as] 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 subject to certain cap and participation rates [removed: and] [added: as well as] contractual minimums/maximums. Term Life—coverage for a specified number of years with a guaranteed tax-advantaged death benefit. •Most of our term life 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. [removed: •Prudential Advisors (Prudential’s] [added: •Financial professionals associated with Prudential Advisors, Prudential’s] proprietary nationwide sales [removed: 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. ◦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.] [added: organization.] •Assurance [removed: IQ: ◦A wholly-owned consumer solutions platform that leverages data science and technology to distribute] [added: IQ, which distributes] proprietary simplified products consisting of term life 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: ◦The] [added: ◦Prudential.com, a] digital [removed: platform, Prudential.com,] [added: platform that] provides distribution of our simplified products online. ◦Personal Advisory [removed: Group is] [added: Group,] Prudential’s sales desk where customers can speak to an agent via phone to fulfill their insurance or 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; •Policyholder behavior; •Interest [removed: rates;] [added: rates and investment returns;] •Expenses; •Premium payment patterns; •Performance [added: and cost] of ceded reinsurance; •Separate account fund performance; and •Product-generated tax deductions. | | | Competition We compete with [removed: other] [added: many] 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. [removed: 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. | | |

Develops and distributes life insurance, retirement [added: products, investment] products and certain accident and health products with fixed benefits to mass affluent and affluent customers through our Life Planner operations in Japan, Brazil, Argentina and Mexico.

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

| 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. Investment Products—primarily represented by U.S. dollar-denominated investment contracts sold by our [removed: Gibraltar Life] operations in Japan. •Represents single-pay [removed: whole life] products where credited interest rates are reset periodically for certain products. •Most of our 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 •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 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 [removed: each of] Japan’s [removed: four largest] [added: major] 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 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. 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. [added: In Brazil, while life insurance penetration remains relatively low, the life insurance market has exhibited continuous growth driven by an increased awareness of life insurance needs. Although the market is competitive, opportunity exists to enhance our market presence through a strategic emphasis on high-quality services and product innovation aligned with evolving customer needs, as well as maintaining strong partnerships with third-party distributors. 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.] | | |

Includes corporate items and initiatives that are not allocated to our business [removed: segments as well as] [added: segments, certain] businesses [added: whose financial results and operations are not considered significant, and businesses] that have been or will be divested or placed in wind-down status, except for the Closed Block.

*Corporate Operations—*Consists primarily of: (1) capital that is not deployed in any business segment; (2) investments not allocated to business [removed: segments, including debt-financed investment portfolios, and tax credit and other tax-enhanced investments financed by business] segments; (3) capital [removed: debt, including any related interest expense and financing costs, that is used or will be used to meet the capital requirements of the Company;] [added: debt;] (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 certain non-U.S. dollar-denominated earnings at fixed currency exchange rates; [removed: and] (11) [added: Assurance IQ, a wholly-owned consumer solutions distribution platform; (12) Prudential Advisors, Prudential’s proprietary nationwide sales organization; (13) the Company’s share of earnings in Prismic as well as the invested assets supporting the contracts reinsured with Prismic Re via coinsurance with funds withheld arrangements and the offsetting funds withheld payable; and (14)] transactions with and between other segments, including the elimination of intercompany transactions for consolidation purposes.

We use best estimate assumptions [removed: as of the most recent loss recognition date] when establishing reserves for future policyholder [removed: benefits and expenses,] [added: benefits,] including assumptions for morbidity, mortality, mortality improvement, persistency, [removed: expenses] and [removed: investment returns.][added: inflation.]

Our assumptions also include our estimate of the timing and amount of anticipated future premium rate increases and policyholder benefit reductions, including those which may require approval by state regulatory [removed: authorities.][added: authorities, and a discount rate assumption based on an upper-medium grade fixed-income instrument yield.]

As discussed in Note [removed: 15] [added: 16] to the Consolidated Financial Statements, if the performance of the Closed Block is more or less favorable than we originally assumed in funding, total dividends paid to Closed Block policyholders in the future may be greater or less than the total dividends that would have been paid to these policyholders if the policyholder dividend scales that were in effect in 2000 had been continued.

See Note [removed: 22] [added: 23] to the Consolidated Financial Statements for revenues, income and loss, and total assets of the Closed Block division.

| PGIM | | | Higher compensation expense(1) | | | | | | | | | [removed: Other related revenues tend to be higher(2)] | | |

| [removed: Assurance IQ] [added: Corporate & Other] | | | [added: Higher compensation expense(1) and lower Assurance IQ revenue] | | | [added: Lower Assurance IQ revenue] | | | [removed: Higher expenses ahead of annual Medicare enrollment] [added: Lower Assurance IQ revenue] | | | Higher [removed: revenue, and associated variable expenses, driven by annual] [added: Assurance IQ revenue (annual] Medicare [removed: enrollment] [added: enrollment)] | | |

| International Businesses | | | Highest premiums | | | [removed: Lowest] [added: Lower] premiums | | | | | | [added: Lowest premiums] | | |

| All Businesses | | | | | | Impact of annual assumption [removed: updates(4)] [added: updates(2)] | | | | | | Higher [removed: expenses(5)] [added: expenses(3)] | | |

[removed: (3)Reserve gains] [added: (3)Expenses] are typically [removed: higher/lower] [added: higher] than the quarterly [removed: average.][added: average in the fourth quarter.]

| [Overview](#i375f61854d3c40de9db89d7c2134f367_19) | | | [2](#i375f61854d3c40de9db89d7c2134f367_19) | | |

| [PGIM](#i375f61854d3c40de9db89d7c2134f367_25) | | | [3](#i375f61854d3c40de9db89d7c2134f367_25) | | |

| [Reinsurance](#i375f61854d3c40de9db89d7c2134f367_52) | | | [16](#i375f61854d3c40de9db89d7c2134f367_52) | | |

| [Regulation](#i375f61854d3c40de9db89d7c2134f367_58) | | | [18](#i375f61854d3c40de9db89d7c2134f367_58) | | |

| [Available Information](#i375f61854d3c40de9db89d7c2134f367_5538) | | | [32](#i375f61854d3c40de9db89d7c2134f367_5538) | | |

[Table of Contents](#i375f61854d3c40de9db89d7c2134f367_7)

Effective January 1, 2023, we made the following segment reporting changes, which do not impact the Company’s consolidated financial statements:

- Based on the write-down of Assurance IQ’s (“AIQ”) goodwill asset in the fourth quarter of 2022, and that its financial results and operations are not considered significant, AIQ no longer represents a separately reportable segment and is now included within the Company’s Corporate and Other operations.

- Since Prudential Advisors, the Company’s proprietary nationwide distribution business, is no longer managed through the Individual Life segment and its financial results and operations are not considered significant, it is now included within the Company’s Corporate and Other operations.

Historical segment results have been updated to conform to the current period presentation.

In September 2023, we, together with Warburg Pincus and a group of institutional investors, announced the launch of Prismic Life Reinsurance, Ltd. (“Prismic Re”), a licensed Bermuda-based life and annuity reinsurance company.

In conjunction with this announcement, we made an initial equity investment through our Corporate and Other operations of approximately $200 million, equivalent to a 20% interest, in Prismic Life Holding Company LP (“Prismic”), the Bermuda-exempted limited partnership that owns all of the outstanding capital stock of Prismic Re.

We expect the increased reinsurance capacity that this partnership provides to support our vision of expanding access to investing, insurance, and retirement security for people around the world.

As this investment is accounted for under the equity method, both Prismic and Prismic Re are considered related parties.

For additional information regarding related party transactions, see Note 24 to the Consolidated Financial Statements.

Our strategy centers on leveraging our mutually-reinforcing business system to become a higher growth, less market-sensitive and more nimble company.

[Table of Contents](#i375f61854d3c40de9db89d7c2134f367_7)

[Table of Contents](#i375f61854d3c40de9db89d7c2134f367_7)

[Table of Contents](#i375f61854d3c40de9db89d7c2134f367_7)

[Table of Contents](#i375f61854d3c40de9db89d7c2134f367_7)

[Table of Contents](#i375f61854d3c40de9db89d7c2134f367_7)

[Table of Contents](#i375f61854d3c40de9db89d7c2134f367_7)

[Table of Contents](#i375f61854d3c40de9db89d7c2134f367_7)

[Table of Contents](#i375f61854d3c40de9db89d7c2134f367_7)

[Table of Contents](#i375f61854d3c40de9db89d7c2134f367_7)

[Table of Contents](#i375f61854d3c40de9db89d7c2134f367_7)

[Table of Contents](#i375f61854d3c40de9db89d7c2134f367_7)

[Table of Contents](#i375f61854d3c40de9db89d7c2134f367_7)

[Table of Contents](#i375f61854d3c40de9db89d7c2134f367_7)

[Table of Contents](#i375f61854d3c40de9db89d7c2134f367_7)

[Table of Contents](#i375f61854d3c40de9db89d7c2134f367_7)

[Table of Contents](#i375f61854d3c40de9db89d7c2134f367_7)

[Table of Contents](#i375f61854d3c40de9db89d7c2134f367_7)

regulation of our businesses.

In November 2023, the FSOC adopted revisions to SIFI designation guidance and the accompanying analytical framework for assessing risks from companies and activities, which will make it easier to designate financial companies as SIFIs going forward.

Prudential is not currently designated as a SIFI.

The Company and our distributors are subject to rules regarding the standard of care applicable to sales of our products and the provision of advice to our customers, including, among others, the U.S. Department of Labor (“DOL”) fiduciary rule, the Securities and Exchange Commission (“SEC”) Regulation Best Interest, and the National Association of Insurance Commissioners (“NAIC”) and Japanese Financial Services Agency (“FSA”) Standard of Care regulations.

The DOL fiduciary rule is a set of regulations establishing a uniform standard of care for investment professionals who provide advice to retirement savers.

The rule is designed to ensure that investment professionals who are “fiduciaries” under the rule act in the best interest of their clients.

The rule provides, among other things, that fiduciaries may not recommend investments that they own or in which they have a financial interest.

| | | | | | |

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

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

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

| [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)

The Closed Block includes certain in-force participating insurance and annuity products and corresponding assets that are used for the payment of benefits and policyholders’ dividends on these products, as well as certain related assets and liabilities.

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.

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

U.S. Businesses—Assurance IQ

Leverages data science and technology to primarily distribute third-party products (Medicare, life, health, and property and casualty products) and proprietary insurance products directly to retail shoppers through its digital and agent channels.

Additionally, Assurance IQ may help customers fulfill financial wellness needs by matching them with other product providers or intermediaries.

| Products Assurance IQ 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 simplified products consisting of proprietary term life 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 help cover an individual’s medical and prescription expenses, including product coverage provided under the Affordable Care Act. •Property and 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: *•*Hub Agents—Licensed agents employed by Assurance IQ who work in certain strategic locations across the U.S. or via remote arrangements. Agents are compensated through a combination of base and incentive pay. *•*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 Medicare, property and casualty insurance, and various personal finance, life and health products. | | |

Assurance IQ (Continued)

| Revenues 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 (i) our ability to achieve scale in the long-term and (ii) the impact of our customer retention experience and assumptions on our revenue valuation. | | | Competition We compete with large and small 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 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. | | |

The results of this business and the impact of its anticipated sale were transferred from the International Businesses segment to Divested and Run-off Businesses at that time.

- *The Prudential Life Insurance Company of Korea, Ltd.—*In the second quarter of 2020, we entered into a Share Purchase Agreement to sell our insurance business in Korea.

The sale was completed in the third quarter of 2020.

| | | | | | | | | | | | | | | |

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

| Retirement Strategies - Institutional | | | Higher reserve gains(3) | | | Higher reserve gains(3) | | | Lower reserve gains(3) | | | Lower reserve gains(3) | | |

| Corporate & Other | | | Higher compensation expense(1) | | | | | | | | | | | |

__________

(2)Other related revenues include incentive fees, transaction fees, seed and co-investment results and commercial mortgage revenues.

(4)Impact of annual reviews and update of assumptions and other refinements.

(5)Expenses are typically higher than the quarterly average in the fourth quarter.

Excludes Assurance IQ.

We believe that the value associated with many of our patents, copyrights and trade secrets, and the goodwill associated with many of our service marks, are significant competitive assets.

The most recent supervisory college was held in October 2022.

Existing and future accounting rules may also impact our results of operations or financial condition.

For a discussion of accounting pronouncements and their potential impact on our business, including Accounting Standards Update (“ASU”) 2018-12, Financial Services - Insurance (Topic 944): Targeted Improvements to the Accounting for Long-Duration Contracts, see Note 2 to the Consolidated Financial Statements.

The Financial Stability Oversight Council (“FSOC” or the “Council”) may designate certain financial companies as a non-bank financial company (a “Designated Financial Company”) subject to supervision by the Board of Governors of the Federal Reserve System (“FRB”).

In October 2017, the U.S. Department of the Treasury released a report titled “A Financial System That Creates Economic Opportunities - Asset Management and Insurance” which recommended, among other things, that primary federal and state regulators should focus on potential systemic risks arising from products and activities, and on implementing regulations that strengthen the asset management and insurance industries as a whole, rather than focus on an entity-based regulatory regime.

The report also affirmed the role of the U.S. state-based system of insurance regulation.

In December 2019, FSOC revised its interpretive guidance regarding Designated Financial Company determinations.

The guidance describes the approach FSOC intends to take in prioritizing its work to identify and address potential risks to U.S. financial stability using an activities-based approach, and enhancing the analytical rigor and transparency in the processes FSOC intends to follow if it were to consider making a Designated Financial Company determination.

The Company continues to believe it does not meet the standards for designation.

See Note [removed: 23] [added: 25] to the Consolidated Financial Statements under “—Litigation and Regulatory Matters” for a description of certain pending litigation and regulatory matters affecting us, and certain risks to our businesses presented by such matters.

FOR THE FISCAL YEAR ENDED December 31, [removed: 2022][added: 2023]

As of June 30, [removed: 2022,] [added: 2023,] the aggregate market value of the registrant’s Common Stock (par value $0.01) held by non-affiliates of the registrant was [removed: $35.65] [added: $32.06] billion and [removed: 373] [added: 363] million shares of the Common Stock were outstanding.

As of January 31, [removed: 2023, 366] [added: 2024, 359] 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: 9, 2023,] [added: 14, 2024,] 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: 2022.][added: 2023.]

| PART I | | | Item 1. | | | [removed: [Business](#i871b01f4f55741bfadef8bff8ee00aa0_16)] [added: [Business](#i375f61854d3c40de9db89d7c2134f367_16)] | | | [removed: [1](#i871b01f4f55741bfadef8bff8ee00aa0_16)] [added: [1](#i375f61854d3c40de9db89d7c2134f367_16)] | | |

| | | | Item 1A. | | | [Risk [removed: Factors](#i871b01f4f55741bfadef8bff8ee00aa0_70)] [added: Factors](#i375f61854d3c40de9db89d7c2134f367_67)] | | | [removed: [38](#i871b01f4f55741bfadef8bff8ee00aa0_70)] [added: [34](#i375f61854d3c40de9db89d7c2134f367_67)] | | |

| | | | Item 1B. | | | [Unresolved Staff [removed: Comments](#i871b01f4f55741bfadef8bff8ee00aa0_73)] [added: Comments](#i375f61854d3c40de9db89d7c2134f367_70)] | | | [removed: [51](#i871b01f4f55741bfadef8bff8ee00aa0_73)] [added: [46](#i375f61854d3c40de9db89d7c2134f367_70)] | | |

| | | | Item 2. | | | [removed: [Properties](#i871b01f4f55741bfadef8bff8ee00aa0_76)] [added: [Properties](#i375f61854d3c40de9db89d7c2134f367_73)] | | | [removed: [51](#i871b01f4f55741bfadef8bff8ee00aa0_76)] [added: [48](#i375f61854d3c40de9db89d7c2134f367_73)] | | |

| | | | Item 3. | | | [Legal [removed: Proceedings](#i871b01f4f55741bfadef8bff8ee00aa0_79)] [added: Proceedings](#i375f61854d3c40de9db89d7c2134f367_76)] | | | [removed: [51](#i871b01f4f55741bfadef8bff8ee00aa0_79)] [added: [48](#i375f61854d3c40de9db89d7c2134f367_76)] | | |

| | | | Item 4. | | | [Mine Safety [removed: Disclosures](#i871b01f4f55741bfadef8bff8ee00aa0_82)] [added: Disclosures](#i375f61854d3c40de9db89d7c2134f367_79)] | | | [removed: [51](#i871b01f4f55741bfadef8bff8ee00aa0_82)] [added: [48](#i375f61854d3c40de9db89d7c2134f367_79)] | | |

| PART II | | | Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i871b01f4f55741bfadef8bff8ee00aa0_88)] [added: Securities](#i375f61854d3c40de9db89d7c2134f367_6047313958289)] | | | [removed: [52](#i871b01f4f55741bfadef8bff8ee00aa0_88)] [added: [49](#i375f61854d3c40de9db89d7c2134f367_6047313958289)] | | |

| | | | Item 6. | | | [removed: [\[Reserved\]](#i871b01f4f55741bfadef8bff8ee00aa0_91)] [added: [\[Reserved\]](#i375f61854d3c40de9db89d7c2134f367_88)] | | | [removed: [52](#i871b01f4f55741bfadef8bff8ee00aa0_91)] [added: [49](#i375f61854d3c40de9db89d7c2134f367_88)] | | |

| | | | Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i871b01f4f55741bfadef8bff8ee00aa0_97)] [added: Operations](#i375f61854d3c40de9db89d7c2134f367_94)] | | | [removed: [53](#i871b01f4f55741bfadef8bff8ee00aa0_97)] [added: [50](#i375f61854d3c40de9db89d7c2134f367_94)] | | |

| | | | Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i871b01f4f55741bfadef8bff8ee00aa0_280)] [added: Risk](#i375f61854d3c40de9db89d7c2134f367_274)] | | | [removed: [143](#i871b01f4f55741bfadef8bff8ee00aa0_280)] [added: [138](#i375f61854d3c40de9db89d7c2134f367_274)] | | |

| | | | Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i871b01f4f55741bfadef8bff8ee00aa0_283)] [added: Data](#i375f61854d3c40de9db89d7c2134f367_277)] | | | [removed: [149](#i871b01f4f55741bfadef8bff8ee00aa0_283)] [added: [144](#i375f61854d3c40de9db89d7c2134f367_277)] | | |

| | | | Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i871b01f4f55741bfadef8bff8ee00aa0_502)] [added: Disclosure](#i375f61854d3c40de9db89d7c2134f367_496)] | | | [removed: [301](#i871b01f4f55741bfadef8bff8ee00aa0_502)] [added: [333](#i375f61854d3c40de9db89d7c2134f367_496)] | | |

| | | | Item 9A. | | | [Controls and [removed: Procedures](#i871b01f4f55741bfadef8bff8ee00aa0_505)] [added: Procedures](#i375f61854d3c40de9db89d7c2134f367_499)] | | | [removed: [301](#i871b01f4f55741bfadef8bff8ee00aa0_505)] [added: [333](#i375f61854d3c40de9db89d7c2134f367_499)] | | |

| | | | Item 9B. | | | [Other [removed: Information](#i871b01f4f55741bfadef8bff8ee00aa0_508)] [added: Information](#i375f61854d3c40de9db89d7c2134f367_502)] | | | [removed: [301](#i871b01f4f55741bfadef8bff8ee00aa0_508)] [added: [333](#i375f61854d3c40de9db89d7c2134f367_502)] | | |

| | | | Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i871b01f4f55741bfadef8bff8ee00aa0_511)] [added: Inspections](#i375f61854d3c40de9db89d7c2134f367_505)] | | | [removed: [301](#i871b01f4f55741bfadef8bff8ee00aa0_511)] [added: [333](#i375f61854d3c40de9db89d7c2134f367_505)] | | |

| PART III | | | Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i871b01f4f55741bfadef8bff8ee00aa0_517)] [added: Governance](#i375f61854d3c40de9db89d7c2134f367_511)] | | | [removed: [301](#i871b01f4f55741bfadef8bff8ee00aa0_517)] [added: [333](#i375f61854d3c40de9db89d7c2134f367_511)] | | |

| | | | Item 11. | | | [Executive [removed: Compensation](#i871b01f4f55741bfadef8bff8ee00aa0_520)] [added: Compensation](#i375f61854d3c40de9db89d7c2134f367_514)] | | | [removed: [301](#i871b01f4f55741bfadef8bff8ee00aa0_520)] [added: [333](#i375f61854d3c40de9db89d7c2134f367_514)] | | |

| | | | Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i871b01f4f55741bfadef8bff8ee00aa0_523)] [added: Matters](#i375f61854d3c40de9db89d7c2134f367_517)] | | | [removed: [301](#i871b01f4f55741bfadef8bff8ee00aa0_523)] [added: [334](#i375f61854d3c40de9db89d7c2134f367_517)] | | |

| | | | Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i871b01f4f55741bfadef8bff8ee00aa0_526)] [added: Independence](#i375f61854d3c40de9db89d7c2134f367_520)] | | | [removed: [302](#i871b01f4f55741bfadef8bff8ee00aa0_526)] [added: [334](#i375f61854d3c40de9db89d7c2134f367_520)] | | |

| | | | Item 14. | | | [Principal Accountant Fees and [removed: Services](#i871b01f4f55741bfadef8bff8ee00aa0_529)] [added: Services](#i375f61854d3c40de9db89d7c2134f367_523)] | | | [removed: [302](#i871b01f4f55741bfadef8bff8ee00aa0_529)] [added: [334](#i375f61854d3c40de9db89d7c2134f367_523)] | | |

| PART IV | | | Item 15. | | | [Exhibits, Financial Statement [removed: Schedules](#i871b01f4f55741bfadef8bff8ee00aa0_535)] [added: Schedules](#i375f61854d3c40de9db89d7c2134f367_529)] | | | [removed: [303](#i871b01f4f55741bfadef8bff8ee00aa0_535)] [added: [335](#i375f61854d3c40de9db89d7c2134f367_529)] | | |

| | | | Item 16. | | | [Form 10-K [removed: Summary](#i871b01f4f55741bfadef8bff8ee00aa0_568)] [added: Summary](#i375f61854d3c40de9db89d7c2134f367_562)] | | | [removed: [315](#i871b01f4f55741bfadef8bff8ee00aa0_568)] [added: [347](#i375f61854d3c40de9db89d7c2134f367_562)] | | |

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: rapidly rising interest rates and equity market declines and their impact on our 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; [removed: (3)] [added: (2)] losses on insurance products due to mortality experience, morbidity experience or policyholder behavior experience that differs significantly from our expectations when we price our products; [removed: (4)] [added: (3)] changes in interest rates, equity prices and foreign currency exchange rates that may (a) adversely impact the profitability of our products, the value of separate accounts supporting these products or the value of assets we manage, (b) result in losses on derivatives we use to hedge risk or increase collateral posting requirements and (c) limit opportunities to invest at appropriate returns; [removed: (5)] [added: (4)] guarantees within certain of our products which are market sensitive and may decrease our earnings or increase the volatility of our results of operations or financial position; [removed: (6)] [added: (5)] liquidity needs resulting from (a) derivative collateral market exposure, (b) asset/liability mismatches, (c) the lack of available funding in the financial markets or (d) unexpected cash demands due to severe mortality calamity or lapse events; [removed: (7)] [added: (6)] financial or customer losses, or regulatory and legal actions, due to inadequate or failed processes or systems, external events, and human error or misconduct such as (a) disruption of our systems and data, (b) an information security breach, (c) a failure to protect the privacy of sensitive data, (d) reliance on third-parties or (e) labor and employment matters; [removed: (8)] [added: (7)] changes in the regulatory landscape, including related to (a) financial sector regulatory reform, (b) changes in tax laws, (c) fiduciary rules and other standards of care, (d) U.S. state insurance laws and developments regarding group-wide supervision, capital and reserves, (e) insurer capital standards outside the U.S. and (f) privacy and cybersecurity regulation; [removed: (9)] [added: (8)] technological changes which may adversely impact companies in our investment portfolio or cause insurance experience to deviate from our assumptions; [removed: (10)] [added: (9)] an inability to protect our intellectual property rights or claims of infringement of the intellectual property rights of others; [removed: (11)] [added: (10)] ratings downgrades; [removed: (12)] [added: (11)] market conditions that may adversely affect the sales or persistency of our products; [removed: (13)] [added: (12)] competition; [removed: (14)] [added: (13)] reputational damage; [removed: (15)] [added: (14)] the costs, effects, timing, or success of our plans to execute our strategy; and [removed: (16) the] [added: (15)] risks [added: and uncertainties] related to [removed: COVID-19 could reemerge.][added: the cybersecurity incident referred to in Part 1.]

[Table of Contents](#i375f61854d3c40de9db89d7c2134f367_7)

[Table of Contents](#i375f61854d3c40de9db89d7c2134f367_7)

| | | | Item 1C. | | | [Cybersecurity](#i375f61854d3c40de9db89d7c2134f367_5551) | | | [46](#i375f61854d3c40de9db89d7c2134f367_5551) | | |

| [GLOSSARY](#i375f61854d3c40de9db89d7c2134f367_565) | | | | | | | | | [348](#i375f61854d3c40de9db89d7c2134f367_565) | | |

| [EXHIBIT INDEX](#i375f61854d3c40de9db89d7c2134f367_568) | | | | | | | | | [352](#i375f61854d3c40de9db89d7c2134f367_568) | | |

| [SIGNATURES](#i375f61854d3c40de9db89d7c2134f367_571) | | | | | | | | | [357](#i375f61854d3c40de9db89d7c2134f367_571) | | |

Item 1C.

Cybersecurity.

[Table of Contents](#i375f61854d3c40de9db89d7c2134f367_7)

[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) | | |

Risk Management and Strategy

Because of the size and scope of our business, we are subject to numerous and evolving cybersecurity risks, any of which, if it materializes, could affect our business strategy, results of operations, or financial condition.

See “Item 1A.

Risk Factors—Operational Risk” for a discussion of such risks.

Cybersecurity risk management is integrated within our risk management framework.

See “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations—Risk Management” for additional information on

[Table of Contents](#i375f61854d3c40de9db89d7c2134f367_7)

our risk management.

We conduct risk identification through several processes at the business unit, corporate, senior management, and Board levels.

This framework includes escalation points to Prudential’s risk committees, allowing cyber risk and control matters to be elevated to the Board of Directors or its Audit Committee for oversight.

In order to respond to the threat of security breaches and cyber-attacks, we have developed an information security program designed to protect and preserve the confidentiality, integrity, and continued availability of information owned by, or in the care of, the Company.

This information security program provides for the coordination of various corporate functions and governance groups, including global technology, risk, legal, compliance and corporate audit, and serves as a framework for the execution of responsibilities across businesses and operational roles.

Among other things, the information security program establishes security standards for our technological resources and includes training for employees, contractors and third parties.

Employees with access to our Company’s systems are subject to comprehensive annual training on responsible information security, data security, and cybersecurity practices and how to protect data against cyber threats.

As part of the information security program, we conduct periodic exercises with independent outside advisors to assess the effectiveness of our program and our internal response preparedness.

We regularly engage with the broader security community and monitor cyber threat information.

To address risks associated with third-parties, Prudential has established an enterprise-wide Third-Party Risk Management Program.

This program’s features include, among other things, identifying, assessing and managing cybersecurity risks throughout the life of our third-party relationships.

We also maintain an incident response plan, which specifies escalation and evaluation processes for cyber events.

This plan is executed in close coordination with our corporate functions, including a dedicated cyber and privacy law function, external affairs, and risk management, and is designed to ensure, among other things, appropriate and timely reporting and disclosure.

During the period covered by this Report, we did not identify any cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition.

See “Item 1A.

Risk Factors—Operational Risk” for a discussion of risks related to cybersecurity.

On February 13, 2024, as amended on February 21, 2024, the Company disclosed the occurrence of a cybersecurity incident.

We continue to investigate the extent of the incident.

As of the date of this Report, the incident has not had a material impact on the Company’s operations, and the Company has not determined the incident is reasonably likely to materially impact the Company’s financial condition or results of operations.

Governance

The Company’s information security program is overseen by the Chief Information Security Officer (“CISO”) and Information Security Office, as well as the Chief Information Officer (“CIO”).

We believe that our employees responsible for managing cybersecurity risk have the skills and knowledge to assess and manage the Company’s material risks from cybersecurity threats, and their qualifications include degrees and certifications typical for cybersecurity professionals.

We expect these employees to, among other things, understand computer systems, networks, and security technologies and be proficient in a variety of security tools and techniques, including intrusion detection, malware analysis and penetration testing.

The CISO has served in various roles in information technology and information security for over 25 years, including serving as the head of information technology risk at two large public companies.

The CISO holds a graduate degree in technology management and has attained the professional certifications of Certified Information Systems Security Professional and Certified Information Privacy Professional.

For a description of the relevant expertise of the CIO, see “Item 1.

Business—Information About our Executive Officers.”

The Audit Committee of the Board of Directors, which is responsible for oversight of certain risk issues, including cybersecurity, receives reports from the CISO, the CIO and Operational Risk Management throughout the year.

At least annually, the Board and the Audit Committee also receive updates about the results of program reviews, including exercises and response readiness assessments led by outside advisors who provide a third-party independent assessment of our technical program and internal response preparedness.

To the extent cybersecurity controls are related to internal control over financial reporting, such controls are considered in the context of Prudential’s annual external integrated audit.

The Audit Committee regularly briefs the full Board of Directors on these matters, and the full Board of Directors also receives periodic briefings on cyber threats in order to enhance our directors’ literacy on cyber issues.

[Table of Contents](#i375f61854d3c40de9db89d7c2134f367_7)

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: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] we own and lease home offices located in Japan, Argentina, [removed: Brazil, Mexico] [added: Brazil] and [removed: Malaysia.][added: Mexico.]

For PGIM’s international operations, as of December 31, [removed: 2022,] [added: 2023,] we lease home offices located in Japan, Taiwan, the United Kingdom, Switzerland, India and Ireland.

For home office properties in the [removed: U.S.] [added: U.S., Brazil] and [removed: Brazil,] [added: Japan,] we are also developing waste diversion measures including internal recycling and composting infrastructures and availing ourselves of third-party waste diversion programs.

[Table of Contents](#i375f61854d3c40de9db89d7c2134f367_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: 2023,] [added: 2024,] there were [removed: 1,096,339] [added: 1,057,537] registered holders of record for the Common Stock and [removed: 366] [added: 359] million shares outstanding.

(c) The following table provides information about purchases by the Company during the three months ended December 31, [removed: 2022,] [added: 2023,] of its Common Stock:

On [removed: February 7,] [added: December 11,] 2023, Prudential Financial’s Board of Directors authorized the Company to repurchase, at management’s discretion, up to $1.0 billion of its outstanding Common Stock during the period from January 1, [removed: 2023] [added: 2024] through December 31, [removed: 2023.][added: 2024.]

| October 1, 2023 through October 31, 2023 | | | | | | 913,505 | | | | | | $ | 92.35 | | | | | 902,146 | | | | | | | | |

| November 1, 2023 through November 30, 2023 | | | | | | 893,291 | | | | | | $ | 93.75 | | | | | 889,728 | | | | | | | | |

| December 1, 2023 through December 31, 2023 | | | | | | 828,114 | | | | | | $ | 101.72 | | | | | 818,899 | | | | | | | | |

| Total | | | | | | 2,634,910 | | | | | | | | | | | | 2,610,773 | | | | | | $ | 0 | |

| 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 | |

[Table of Contents](#i375f61854d3c40de9db89d7c2134f367_7)

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

| [Management’s Annual Report on Internal Control Over Financial [removed: Reporting](#i871b01f4f55741bfadef8bff8ee00aa0_286)] [added: Reporting](#i375f61854d3c40de9db89d7c2134f367_280)] | | | [removed: [150](#i871b01f4f55741bfadef8bff8ee00aa0_286)] [added: [145](#i375f61854d3c40de9db89d7c2134f367_280)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i871b01f4f55741bfadef8bff8ee00aa0_289)] [added: Firm](#i375f61854d3c40de9db89d7c2134f367_283)] [(PCAOB [removed: ID](#i871b01f4f55741bfadef8bff8ee00aa0_289) 238[)](#i871b01f4f55741bfadef8bff8ee00aa0_289)] [added: ID](#i375f61854d3c40de9db89d7c2134f367_283) 238[)](#i375f61854d3c40de9db89d7c2134f367_283)] | | | [removed: [151](#i871b01f4f55741bfadef8bff8ee00aa0_289)] [added: [146](#i375f61854d3c40de9db89d7c2134f367_283)] | | |

| [Consolidated Statements of Financial Position as of December 31, [removed: 2022 and 2021](#i871b01f4f55741bfadef8bff8ee00aa0_292)] [added: 202](#i375f61854d3c40de9db89d7c2134f367_286)[3](#i375f61854d3c40de9db89d7c2134f367_286) [and 202](#i375f61854d3c40de9db89d7c2134f367_286)[2](#i375f61854d3c40de9db89d7c2134f367_286)] | | | [removed: [155](#i871b01f4f55741bfadef8bff8ee00aa0_292)] [added: [150](#i375f61854d3c40de9db89d7c2134f367_286)] | | |

| [Consolidated Statements of Operations for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020](#i871b01f4f55741bfadef8bff8ee00aa0_295)] [added: 2021](#i375f61854d3c40de9db89d7c2134f367_289)] | | | [removed: [156](#i871b01f4f55741bfadef8bff8ee00aa0_295)] [added: [151](#i375f61854d3c40de9db89d7c2134f367_289)] | | |

| [Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020](#i871b01f4f55741bfadef8bff8ee00aa0_298)] [added: 2021](#i375f61854d3c40de9db89d7c2134f367_292)] | | | [removed: [157](#i871b01f4f55741bfadef8bff8ee00aa0_298)] [added: [152](#i375f61854d3c40de9db89d7c2134f367_292)] | | |

| [Consolidated Statements of Equity for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020](#i871b01f4f55741bfadef8bff8ee00aa0_301)] [added: 2021](#i375f61854d3c40de9db89d7c2134f367_295)] | | | [removed: [158](#i871b01f4f55741bfadef8bff8ee00aa0_301)] [added: [153](#i375f61854d3c40de9db89d7c2134f367_295)] | | |

| [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020](#i871b01f4f55741bfadef8bff8ee00aa0_304)] [added: 2021](#i375f61854d3c40de9db89d7c2134f367_298)] | | | [removed: [159](#i871b01f4f55741bfadef8bff8ee00aa0_304)] [added: [154](#i375f61854d3c40de9db89d7c2134f367_298)] | | |

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

| [1. Business and Basis of [removed: Presentation](#i871b01f4f55741bfadef8bff8ee00aa0_310)] [added: Presentation](#i375f61854d3c40de9db89d7c2134f367_304)] | | | [removed: [161](#i871b01f4f55741bfadef8bff8ee00aa0_310)] [added: [156](#i375f61854d3c40de9db89d7c2134f367_304)] | | |

| [2. Significant Accounting Policies and [removed: Pronouncements](#i871b01f4f55741bfadef8bff8ee00aa0_313)] [added: Pronouncements](#i375f61854d3c40de9db89d7c2134f367_307)] | | | [removed: [164](#i871b01f4f55741bfadef8bff8ee00aa0_313)] [added: [169](#i375f61854d3c40de9db89d7c2134f367_307)] | | |

| [6. Fair Value of Assets and [removed: Liabilities](#i871b01f4f55741bfadef8bff8ee00aa0_370)] [added: Liabilities](#i375f61854d3c40de9db89d7c2134f367_364)] | | | [removed: [214](#i871b01f4f55741bfadef8bff8ee00aa0_370)] [added: [221](#i375f61854d3c40de9db89d7c2134f367_364)] | | |

| [removed: [7. Deferred] [added: | | | Deferred] Policy Acquisition [removed: Costs](#i871b01f4f55741bfadef8bff8ee00aa0_385)] [added: Costs] | | | [removed: [234](#i871b01f4f55741bfadef8bff8ee00aa0_385)] | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

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

| [9. Investments in Operating Joint [removed: Ventures](#i871b01f4f55741bfadef8bff8ee00aa0_391)] [added: Ventures](#i375f61854d3c40de9db89d7c2134f367_385)] | | | [removed: [235](#i871b01f4f55741bfadef8bff8ee00aa0_391)] [added: [246](#i375f61854d3c40de9db89d7c2134f367_385)] | | |

| [10. Goodwill and Other [removed: Intangibles](#i871b01f4f55741bfadef8bff8ee00aa0_394)] [added: Intangibles](#i375f61854d3c40de9db89d7c2134f367_388)] | | | [removed: [236](#i871b01f4f55741bfadef8bff8ee00aa0_394)] [added: [247](#i375f61854d3c40de9db89d7c2134f367_388)] | | |

[removed: | [17. Short-Term and Long-Term Debt](#i871b01f4f55741bfadef8bff8ee00aa0_415) | | | [255](#i871b01f4f55741bfadef8bff8ee00aa0_415) | | |][added: 18.SHORT-TERM AND LONG-TERM DEBT]

| [removed: [20. Earnings Per Share](#i871b01f4f55741bfadef8bff8ee00aa0_451)] [added: EARNINGS PER SHARE] | | | [removed: [277](#i871b01f4f55741bfadef8bff8ee00aa0_451)] | | | [added: | | | | | | | | | | | |]

[removed: | [23. Commitments and Contingent Liabilities](#i871b01f4f55741bfadef8bff8ee00aa0_472) | | | [292](#i871b01f4f55741bfadef8bff8ee00aa0_472) | | |][added: 25.COMMITMENTS AND CONTINGENT LIABILITIES]

Management conducted an assessment of the effectiveness, as of December 31, [removed: 2022,] [added: 2023,] 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: 2022.][added: 2023.]

The effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] based on criteria established in *Internal Control - Integrated 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022] [added: 2023] 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: 2022,] [added: 2023,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

As discussed in Note 2 to the consolidated financial statements, the Company changed the manner in which it accounts for [removed: credit losses on certain financial assets reported at amortized cost] [added: long-duration insurance and investment contracts] in [removed: 2020.][added: 2023.]

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial [removed: reporting] [added: reporting,] included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting.

*Valuation of Guaranteed Benefit Features Associated with Certain [removed: Life and] Annuity [added: and Life] Products Included in the [added: Market Risk Benefits and the] Liability for Future Policy Benefits*

As described in Notes 2, 6, 12 and [removed: 13] [added: 14] to the consolidated financial statements, the Company issues certain [removed: life and] annuity [added: and life] contracts which contain guaranteed benefit features.

Certain of the guarantees associated with variable annuity contracts are accounted for as [removed: embedded derivatives and recorded at fair value, with changes in fair value recognized currently in earnings.][added: market risk benefits.]

As of December 31, [removed: 2022,] [added: 2023,] the fair value of the obligations associated with these guarantees accounted for as [removed: embedded derivatives] [added: market risk benefit assets] was [removed: $4,746 million.][added: $1.98 billion and for market risk benefit liabilities was $5.47 billion.]

As there is no observable active market for the transfer of these obligations, the valuations are calculated [removed: by management] using internally-developed models with option pricing techniques.

The significant inputs to the valuation models for these [removed: embedded derivatives] [added: market risk benefits] include capital market assumptions, such as interest rate levels and volatility assumptions, the Company’s market-perceived non-performance risk under the contract, as well as actuarially determined assumptions, including [removed: mortality rates,] [added: contractholder behavior, such as] lapse rates, benefit utilization [added: rates, withdrawal] rates and [removed: withdrawal rates.][added: mortality rates (collectively, the significant market risk benefit assumptions).]

For certain life insurance [removed: and annuity] products that include certain other contract features, including [removed: guaranteed minimum death benefits (“GMDB”) and] no-lapse guarantees, additional [removed: policyholder liabilities] [added: insurance reserves] are established when associated assessments are recognized.

As of December 31, [removed: 2022,] [added: 2023,] the additional [removed: liability for these contract features] [added: insurance reserve] was [removed: $10,187 million] [added: $14.31 billion,] recorded within the liability for future policy benefits.

As disclosed by management, this liability is established using current best estimate assumptions, including mortality rates, lapse rates, [removed: benefit utilization rates, withdrawal rates,] and premium pattern rates, as well as interest rate and equity market return [removed: assumptions,] [added: assumptions (collectively, the significant additional insurance reserve assumptions),] and is based on the ratio of the present value of total expected excess payments (i.e., payments in excess of account value) over the life of the contract divided by the present value of total expected assessments (i.e., benefit ratio).

The principal considerations for our determination that performing procedures relating to the valuation of guaranteed benefit features associated with certain [removed: life and] annuity [added: and life] products [added: that are accounted for as market risk benefits and those that are] included in the liability for future policy benefits is a critical audit matter are (i) the significant judgment by management [removed: to determine] [added: when determining] the valuation model for the benefit features accounted for as [removed: embedded derivatives in light of the valuation objective (fair value) given] [added: market risk benefits due to] the lack of an observable market for these guarantees and [removed: to determine] [added: when developing] the aforementioned [added: significant] assumptions for the guaranteed benefit features accounted for as [removed: embedded derivatives] [added: market risk benefits] and additional [removed: policyholder liabilities,] [added: insurance reserves,] (ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating audit evidence [removed: relating] [added: related] to [removed: the] [added: management’s] model for [removed: embedded derivatives] [added: market risk benefits] recorded at fair value and the aforementioned assumptions used [added: by management] in the valuation of the liabilities for the guaranteed benefit features accounted for as [removed: embedded derivatives] [added: market risk benefits] and additional [removed: policyholder liabilities,] [added: insurance reserves,] 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 guaranteed benefit features associated with certain [removed: life and] annuity [added: and life] products included in [added: market risk benefits and] the liability for future policy benefits, including controls over the model for the benefit features accounted for as [removed: embedded derivatives] [added: market risk benefits] and development of the assumptions used in the valuation of the liabilities for the guaranteed benefit features accounted for as [removed: embedded derivatives] [added: market risk benefits] and additional [removed: policyholder liabilities.][added: insurance reserves.]

These procedures also included, among others, [added: (i)] testing management’s process for determining the valuation of guaranteed benefit features associated with certain [added: annuity and] life [added: products included in market risk benefits] and [removed: annuity][added: the liability for future policy benefits, (ii) the use of professionals with specialized skill and knowledge to assist in evaluating (a) the appropriateness of management’s model for market risk benefits recorded at fair value and (b) the reasonableness of the aforementioned assumptions used in the valuation based on industry knowledge and data as well as historical Company data and experience.]

The principal considerations for our determination that performing procedures relating to the [removed: valuation] [added: adoption] of [removed: DAC related to universal life and variable life products and variable deferred annuity products] [added: the new accounting standard for LDTI] is a critical audit matter are (i) the significant judgment by management [removed: to determine the assumptions used in] [added: when adopting] the [removed: projection of gross profits used to amortize DAC related to mortality rates, lapse rates, benefit utilization rates, withdrawal rates,] [added: LDTI standard] and [removed: premium pattern rates, as well] [added: determining the adjustments] as [removed: interest rate] [added: of January 1, 2021] and [removed: equity market return assumptions (collectively,] [added: for] the [removed: “significant assumptions”),] [added: years ended December 31, 2022 and 2021,] (ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating audit evidence [removed: relating] [added: related] to [added: (a) management’s discount rate methodology and development of] the [added: discount rate curve used in determining the liability for future policy benefits, and (b) the fair value measurement framework, the valuation model and management’s] significant [removed: assumptions,] [added: market risk benefits assumptions used in determining the fair value of market risk benefits in connection with adopting the new standard,] and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

| [Notes to Consolidated Financial Statements:](#i375f61854d3c40de9db89d7c2134f367_301) | | | | | |

| [3. Investments](#i375f61854d3c40de9db89d7c2134f367_310) | | | [190](#i375f61854d3c40de9db89d7c2134f367_310) | | |

| [4. Variable Interest Entities](#i375f61854d3c40de9db89d7c2134f367_337) | | | [209](#i375f61854d3c40de9db89d7c2134f367_337) | | |

| [5. Derivatives and Hedging](#i375f61854d3c40de9db89d7c2134f367_340) | | | [211](#i375f61854d3c40de9db89d7c2134f367_340) | | |

| [7. Deferred Policy Acquisition Costs, Deferred Sales Inducements and Value of Business Acquired](#i375f61854d3c40de9db89d7c2134f367_4507) | | | [241](#i375f61854d3c40de9db89d7c2134f367_4507) | | |

| [8. Separate Accounts](#i375f61854d3c40de9db89d7c2134f367_4603) | | | [244](#i375f61854d3c40de9db89d7c2134f367_4603) | | |

| [11. Leases](#i375f61854d3c40de9db89d7c2134f367_391) | | | [248](#i375f61854d3c40de9db89d7c2134f367_391) | | |

| [12. Liability for Future Policy Benefits](#i375f61854d3c40de9db89d7c2134f367_4529) | | | [250](#i375f61854d3c40de9db89d7c2134f367_4529) | | |

| [13. Policyholders' Account Balances](#i375f61854d3c40de9db89d7c2134f367_394) | | | [261](#i375f61854d3c40de9db89d7c2134f367_394) | | |

| [14. Market Risk Benefits](#i375f61854d3c40de9db89d7c2134f367_4522) | | | [269](#i375f61854d3c40de9db89d7c2134f367_4522) | | |

| [15. Reinsurance](#i375f61854d3c40de9db89d7c2134f367_400) | | | [271](#i375f61854d3c40de9db89d7c2134f367_400) | | |

| [16. Closed Block](#i375f61854d3c40de9db89d7c2134f367_403) | | | [274](#i375f61854d3c40de9db89d7c2134f367_403) | | |

| [17. Income Taxes](#i375f61854d3c40de9db89d7c2134f367_406) | | | [277](#i375f61854d3c40de9db89d7c2134f367_406) | | |

| [19. Employee Benefit Plans](#i375f61854d3c40de9db89d7c2134f367_424) | | | [290](#i375f61854d3c40de9db89d7c2134f367_424) | | |

| [20. Equity](#i375f61854d3c40de9db89d7c2134f367_433) | | | [299](#i375f61854d3c40de9db89d7c2134f367_433) | | |

| [21. Earnings Per Share](#i375f61854d3c40de9db89d7c2134f367_445) | | | [306](#i375f61854d3c40de9db89d7c2134f367_445) | | |

| [22. Share-based Payments](#i375f61854d3c40de9db89d7c2134f367_451) | | | [307](#i375f61854d3c40de9db89d7c2134f367_451) | | |

| [23. Segment Information](#i375f61854d3c40de9db89d7c2134f367_454) | | | [311](#i375f61854d3c40de9db89d7c2134f367_454) | | |

| [24. Related Party Transactions](#i375f61854d3c40de9db89d7c2134f367_2748779074943) | | | [321](#i375f61854d3c40de9db89d7c2134f367_2748779074943) | | |

| [26. Quarterly Results of Operations (Unaudited)](#i375f61854d3c40de9db89d7c2134f367_478) | | | [331](#i375f61854d3c40de9db89d7c2134f367_478) | | |

| [27. Subsequent Events](#i375f61854d3c40de9db89d7c2134f367_493) | | | [332](#i375f61854d3c40de9db89d7c2134f367_493) | | |

February 21, 2024

[Table of Contents](#i375f61854d3c40de9db89d7c2134f367_7)

[Table of Contents](#i375f61854d3c40de9db89d7c2134f367_7)

The market risk benefits represent contracts or contract features that expose the Company to other than nominal capital market risk, primarily related to deferred annuities with guaranteed minimum benefits.

The benefits are accounted for using a fair value measurement methodology.

The fair value of market risk benefits is calculated as the present value of expected future benefit payments to contractholders less the present value of expected future fees attributable to the market risk benefits, based on assumptions a market participant would use in valuing the market risk benefits.

On a quarterly basis, changes in the fair value of market risk benefits are recorded in net income, net of related hedges, except for the portion of the change attributable to changes in the Company’s non-performance risk which is recorded in other comprehensive income.

The liability for no-lapse guarantee features is included within the additional insurance reserves balance in Note 12.

[Table of Contents](#i375f61854d3c40de9db89d7c2134f367_7)

*Adoption of the New Accounting Standard for Long-Duration Insurance Contracts (“LDTI”)*

As described above and in Notes 1, 2, and 6 to the consolidated financial statements, the Company adopted the new LDTI standard, effective January 1, 2023, using the modified retrospective transition method for changes to the liability for future policy benefits and deferred acquisition costs (DAC) and related balances, and using the retrospective transition method for market risk benefits.

Management applied the guidance as of the transition date of January 1, 2021 and retrospectively adjusted prior period amounts shown in the 2023 financial statements to reflect the new guidance.

As of the January 1, 2021 transition date, the adoption of the standard resulted in a decrease to retained earnings of $2.6 billion, and a decrease to accumulated other comprehensive income (AOCI) of $42.4 billion.

The adjustments to prior period amounts resulted in a decrease to net income of $0.2 billion and an increase of $1.1 billion for the years ended December 31, 2022 and 2021, respectively.

The adjustments as of January 1, 2021 and for the years ended December 31, 2022 and 2021 primarily include the remeasuring of in-force contract liabilities using a discount rate based on upper-medium grade fixed income instrument yields as reported in future policy benefits, and the market risk benefits.

The liability for future policy benefits represents the present value of expected future policy benefits and related non-level claim settlement expenses less the present value of expected future net premiums.

The discount rate assumptions are based on upper-medium grade fixed income instrument yields, which are updated each quarter with the impact recorded through other comprehensive income.

The methodology used in constructing the discount rate curve used to calculate this liability is intended to be reflective of the characteristics of the applicable insurance liabilities, maximizing the use of relevant observable information and minimizing the use of unobservable information in determining the discount rate assumptions.

The valuation for market risk benefits is calculated by management using an internally-developed model with option pricing techniques.

| [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) | | |

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

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

| [13. Certain Long-duration Contracts with Guarantees](#i871b01f4f55741bfadef8bff8ee00aa0_403) | | | [240](#i871b01f4f55741bfadef8bff8ee00aa0_403) | | |

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

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

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

| [18. Employee Benefit Plans](#i871b01f4f55741bfadef8bff8ee00aa0_430) | | | [262](#i871b01f4f55741bfadef8bff8ee00aa0_430) | | |

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

| [21. Share-based Payments](#i871b01f4f55741bfadef8bff8ee00aa0_457) | | | [278](#i871b01f4f55741bfadef8bff8ee00aa0_457) | | |

| [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

The liability for no-lapse guarantee features is grouped with GMDB features in Note 13.

The liability equals the current benefit ratio multiplied by cumulative assessments recognized to date, plus interest, less cumulative excess payments to date.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

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 Variable Deferred Annuity Products*

As described in Notes 2 and 7 to the consolidated financial statements, the Company defers acquisition costs that relate directly to the successful acquisition of new and renewal insurance and annuity business to the extent such costs are deemed recoverable from future profits.

As of December 31, 2022, a portion of the $19,537 million of deferred policy acquisition costs (“DAC”) are associated with certain universal and variable life products and variable deferred annuity products.

DAC related to universal and variable life products 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.

These margins are updated periodically based on historical and anticipated future experience.

Gross profits also include impacts from the embedded derivatives associated with certain of the optional living benefit features of variable annuity contracts.

The DAC balance is regularly adjusted with a corresponding charge or credit to current period earnings for the impact of actual gross profits and changes in management’s projections of estimated future gross profits.

DAC is subject to periodic recoverability testing.

These procedures included testing the effectiveness of controls relating to the valuation of DAC related to universal life and variable life products 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 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.

The procedures also included testing the completeness and accuracy of data used to develop the assumptions and testing that the assumptions are accurately reflected in the models.

*Valuation of Goodwill Impairment – Assurance IQ Reporting Unit*

As described in Notes 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.

If the fair value of a reporting unit exceeds its carrying value, the applicable goodwill is considered not to be impaired.

If the carrying value exceeds fair value, goodwill is reduced and an impairment charge is recognized for the excess after adjusting for related tax effects.

As of December 31, 2022, the goodwill balance associated with the Assurance IQ reporting unit was $177 million, net of the impairment charge discussed below.

In determining the fair value of a reporting unit, management is required to make significant estimates including, but not limited to projected revenues and operating margins, applicable discount and growth rates, and comparative market multiples.

As a result of this analysis, goodwill was reduced and a pre-tax impairment charge of $903 million was recognized.

The principal considerations for our determination that performing procedures relating to the valuation of the goodwill impairment of the Assurance IQ reporting unit is a critical audit matter are (i) the significant judgment by management to 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 and

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

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: 2022] [added: 2023] 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: 2022.][added: 2023.]

Based on such evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Company Trading Plans or other Arrangements

Our directors and officers (as defined in Exchange Act Rule 16a-1(f)) may from time to time enter into plans or other arrangements for the purchase or sale of our shares that are intended to satisfy the affirmative defense conditions of Rule 10b5–1(c) or may represent a non-Rule 10b5-1 trading arrangement under the Exchange Act.

During the quarter ended December 31, 2023, no such plans or other arrangements were adopted or terminated.

None.

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: 9, 2023,] [added: 14, 2024,] to be filed by Prudential Financial with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after December 31, [removed: 2022] [added: 2023] (the “Proxy Statement”).

[Table of Contents](#i375f61854d3c40de9db89d7c2134f367_7)

The following table provides information as of December 31, [removed: 2022,] [added: 2023,] regarding securities authorized for issuance under our equity compensation plans.

For additional information about our equity compensation plans, see Note [removed: 21] [added: 22] to the Consolidated Financial Statements included in this Annual Report on Form 10-K.

| Equity compensation plans approved by security holders—Omnibus Plan | | | [removed: 10,486,543] [added: 9,054,362] | | | (1) | | | | | | $ | [removed: 90.50] [added: 94.22] | | (2) | | | | | | [removed: 14,546,451] [added: 12,768,038] | | |

| Equity compensation plans approved by security holders—Director Plan | | | [removed: 236,703] [added: 163,832] | | | | | | | | | | | | | | | | | | | | |

| Equity compensation plans approved by security holders—PSPP(3) | | | | | | | | | | | | | | | | | | | | | [removed: 6,101,110] [added: 4,750,318] | | |

| Total equity compensation plans approved by security holders | | | [removed: 10,723,246] [added: 9,218,194] | | | | | | | | | | | | | | | | | | [removed: 20,647,561] [added: 17,518,356] | | |

(1)Represents [removed: 2,260,137] [added: 1,718,690] outstanding Options, [removed: 5,010,076] [added: 4,062,291] outstanding Restricted Units and [removed: 3,216,330] [added: 3,273,381] outstanding Performance Shares as of December 31, [removed: 2022] [added: 2023] under our Omnibus Plan.

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: 2022.][added: 2023.]

The number of performance shares outstanding as of December 31, [removed: 2022] [added: 2023] at target (100%) performance factor was [removed: 2,061,174.][added: 2,102,693.]

The weighted average remaining contractual term of these Options is [removed: 3.93] [added: 3.60] years.

| Grand Total | | | 9,218,194 | | | | | | | | | | | | | | | | | | 17,518,356 | | |

[Table of Contents](#i871b01f4f55741bfadef8bff8ee00aa0_7)

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

[Table of [removed: Contents](#i871b01f4f55741bfadef8bff8ee00aa0_7)][added: Contents](#i375f61854d3c40de9db89d7c2134f367_7)]

| 1. | | | [Financial Statements—Item 8. Financial Statements and Supplementary [removed: Data](#i871b01f4f55741bfadef8bff8ee00aa0_283)] [added: Data](#i375f61854d3c40de9db89d7c2134f367_277)] | | | [removed: [149](#i871b01f4f55741bfadef8bff8ee00aa0_283)] [added: [144](#i375f61854d3c40de9db89d7c2134f367_277)] | | |

| | | | [Schedule I—Summary of Investments Other Than Investments in Related Parties as of December 31, [removed: 2022](#i871b01f4f55741bfadef8bff8ee00aa0_538)] [added: 2023](#i375f61854d3c40de9db89d7c2134f367_532)] | | | [removed: [304](#i871b01f4f55741bfadef8bff8ee00aa0_538)] [added: [336](#i375f61854d3c40de9db89d7c2134f367_532)] | | |

| | | | [Schedule II—Condensed Financial Information of Registrant as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020](#i871b01f4f55741bfadef8bff8ee00aa0_541)] [added: 2021](#i375f61854d3c40de9db89d7c2134f367_535)] | | | [removed: [305](#i871b01f4f55741bfadef8bff8ee00aa0_541)] [added: [337](#i375f61854d3c40de9db89d7c2134f367_535)] | | |

| | | | [Schedule III—Supplementary Insurance Information as of and for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020](#i871b01f4f55741bfadef8bff8ee00aa0_562)] [added: 2021](#i375f61854d3c40de9db89d7c2134f367_556)] | | | [removed: [311](#i871b01f4f55741bfadef8bff8ee00aa0_562)] [added: [343](#i375f61854d3c40de9db89d7c2134f367_556)] | | |

| | | | [Schedule [removed: IV](#i871b01f4f55741bfadef8bff8ee00aa0_565)[—](#i871b01f4f55741bfadef8bff8ee00aa0_565)[Reinsurance] [added: IV—Reinsurance] as of and for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020](#i871b01f4f55741bfadef8bff8ee00aa0_565)] [added: 2021](#i375f61854d3c40de9db89d7c2134f367_559)] | | | [removed: [314](#i871b01f4f55741bfadef8bff8ee00aa0_565)] [added: [346](#i375f61854d3c40de9db89d7c2134f367_559)] | | |

[Table of [removed: Contents](#i871b01f4f55741bfadef8bff8ee00aa0_7)][added: Contents](#i375f61854d3c40de9db89d7c2134f367_7)]

| Type of Investment | | | | | | Amortized Cost or [removed: Cost(1)] [added: Cost] | | | | | | Fair Value | | | | | | Amount Shown in the Balance Sheet | | |

| U.S. Treasury securities and obligations of U.S. government authorities and agencies | | | | | | $ | [removed: 29,372] [added: 24,874] | | | | | $ | [removed: 26,069] [added: 21,796] | | | | | $ | [removed: 26,069] [added: 21,796] | |

| Obligations of U.S. states and their political subdivisions | | | | | | [removed: 10,179] [added: 8,650] | | | | | | [removed: 9,689] [added: 8,458] | | | | | | [removed: 9,689] [added: 8,458] | | |

| Asset-backed securities | | | | | | [removed: 12,972] [added: 12,514] | | | | | | [removed: 12,851] [added: 12,595] | | | | | | [removed: 12,851] [added: 12,595] | | |

| Residential mortgage-backed securities | | | | | | [removed: 2,613] [added: 2,438] | | | | | | [removed: 2,417] [added: 2,265] | | | | | | [removed: 2,417] [added: 2,265] | | |

| Commercial mortgage-backed securities | | | | | | [removed: 11,497] [added: 10,571] | | | | | | [removed: 10,655] [added: 9,892] | | | | | | [removed: 10,655] [added: 9,892] | | |

| Redeemable preferred stock | | | | | | [removed: 347] [added: 378] | | | | | | [removed: 350] [added: 415] | | | | | | [removed: 350] [added: 415] | | |

| Total fixed maturities, available-for-sale | | | | | | $ | [removed: 335,447] [added: 334,598] | | | | | $ | [removed: 307,719] [added: 316,321] | | | | | $ | [removed: 307,719] [added: 316,321] | |

| Other common stocks | | | | | | $ | [removed: 3,893] [added: 4,407] | | | | | $ | [removed: 5,284] [added: 6,142] | | | | | $ | [removed: 5,284] [added: 6,142] | |

| Nonredeemable preferred stocks | | | | | | [removed: 44] [added: 50] | | | | | | [removed: 79] [added: 72] | | | | | | [removed: 79] [added: 72] | | |

| Perpetual preferred stocks | | | | | | [removed: 176] [added: 157] | | | | | | [removed: 175] [added: 169] | | | | | | [removed: 175] [added: 169] | | |

| Total equity securities, at fair value | | | | | | $ | [removed: 5,306] [added: 5,786] | | | | | $ | [removed: 7,150] [added: 8,242] | | | | | $ | [removed: 7,150] [added: 8,242] | |

| Fixed maturities, trading | | | | | | $ | [removed: 7,303] [added: 10,624] | | | | | $ | [removed: 5,951] [added: 9,790] | | | | | $ | [removed: 5,951] [added: 9,790] | |

| Assets supporting experience-rated contractholder [removed: liabilities] [added: liabilities(1)] | | | | | | [removed: 2,612] [added: 2,496] | | | | | | | | | | | | [removed: 2,844] [added: 3,168] | | |

| Commercial mortgage and other loans(2) | | | | | | [removed: 56,745] [added: 59,305] | | | | | | | | | | | | [removed: 56,745] [added: 59,305] | | |

| Policy loans | | | | | | [removed: 10,046] [added: 10,047] | | | | | | | | | | | | [removed: 10,046] [added: 10,047] | | |

| Short-term investments | | | | | | [removed: 4,591] [added: 5,005] | | | | | | | | | | | | [removed: 4,591] [added: 5,005] | | |

| Other invested assets | | | | | | [removed: 21,099] [added: 22,855] | | | | | | | | | | | | [removed: 21,099] [added: 22,855] | | |