Form 10-Q

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting Company

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

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

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

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

As of August 10, 2012, 250,000 shares of the Registrant’s Common Stock (par value $10), were outstanding. As of such date, The Prudential Insurance Company of America, a New Jersey Corporation, owned all of the Registrant’s Common Stock.

Pruco Life Insurance Company meets the conditions set forth in General Instruction (H)(1)(a) and (b) on Form 10-Q and is therefore filing this Form with the reduced disclosure format.

Certain of the statements included in this Quarterly Report on Form 10-Q, including but not limited to those in Management’s Discussion and Analysis of Financial Condition and Results of Operations, constitute forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Words such as “expects,” “believes,” “anticipates,” “includes,” “plans,” “assumes,” “estimates,” “projects,” “intends,” “should,” “will,” “shall” or variations of such words are generally part of forward-looking statements. Forward-looking statements are made based on management’s current expectations and beliefs concerning future developments and their potential effects upon Pruco Life Insurance Company and its subsidiaries. There can be no assurance that future developments affecting Pruco Life Insurance Company and its subsidiaries will be those anticipated by management. These forward-looking statements are not a guarantee of future performance and involve risks and uncertainties, and there are certain important factors that could cause actual results to differ, possibly materially, from expectations or estimates reflected in such forward-looking statements, including, among others: (1) general economic, market and political conditions, including the performance and fluctuations of fixed income, equity, real estate and other financial markets; (2) the availability and cost of additional debt or equity capital or external financing for our operations; (3) interest rate fluctuations or prolonged periods of low interest rates; (4) the degree to which we choose not to hedge risks, or the potential ineffectiveness or insufficiency of hedging or risk management strategies we do implement, with regard to variable annuity or other product guarantees; (5) any inability to access our credit facilities; (6) reestimates of our reserves for future policy benefits and claims; (7) differences between actual experience regarding mortality, morbidity, persistency, surrender experience, interest rates or market returns and the assumptions we use in pricing our products, establishing liabilities and reserves or for other purposes; (8) changes in our assumptions related to deferred policy acquisition costs; (9) changes in our financial strength or credit ratings; (10) statutory reserve requirements associated with term and universal life insurance policies under Regulation XXX and Guideline AXXX; (11) investment losses, defaults and counterparty non-performance; (12) competition in our product lines and for personnel; (13) difficulties in marketing and distributing products through current or future distribution channels; (14) changes in tax law; (15) regulatory or legislative changes, including the Dodd-Frank Wall Street Reform and Consumer Protection Act; (16) inability to protect our intellectual property rights or claims of infringement of the intellectual property rights of others; (17) adverse determinations in litigation or regulatory matters and our exposure to contingent liabilities; (18) domestic or international military actions, natural or man-made disasters including terrorist activities or pandemic disease, or other events resulting in catastrophic loss of life; (19) ineffectiveness of risk management policies and procedures in identifying, monitoring and managing risks; (20) interruption in telecommunication, information technology or other operational systems or failure to maintain the security, confidentiality or privacy of sensitive data on such systems; and (21) changes in statutory or accounting principles generally accepted in the United States of America, (“U.S. GAAP”), practices or policies. Pruco Life Insurance Company does not intend, and is under no obligation, to update any particular forward-looking statement included in this document. See “Risk Factors” included in the Annual Report on Form 10-K for the year ended December 31, 2011 for discussion of certain risks relating to our businesses.

As of June 30, 2012 and December 31, 2011 (in thousands, except share amounts)

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

Pruco Life Insurance Company, is a wholly owned subsidiary of The Prudential Insurance Company of America, or (“Prudential Insurance”), which in turn is an indirect wholly owned subsidiary of Prudential Financial, Inc., or (“Prudential Financial”). Pruco Life Insurance Company was organized in 1971 under the laws of the State of Arizona. It is licensed to sell life insurance and annuities, primarily through third party distributors, in the District of Columbia, Guam, and in all States except New York.

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

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

The Unaudited Interim Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States, or “U.S. GAAP,” on a basis consistent with reporting interim financial information in accordance with instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments necessary for a fair statement of the consolidated results of operations and financial condition of the Company have been made. All such adjustments are of a normal recurring nature. Interim results are not necessarily indicative of results that may be expected for the full year. Intercompany balances and transactions have been eliminated.

The Company has extensive transactions and relationships with Prudential Insurance and other affiliates, (as more fully described in Note 8). Due to these relationships, it is possible that the terms of these transactions are not the same as those that would result from transactions among unrelated parties. These financial statements should be read in conjunction with the Audited Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2011.

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

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

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

Notes to Unaudited Interim Consolidated Financial Statements – (Continued)

The Company’s investments in debt and equity securities include fixed maturities; equity securities; and short-term investments. The accounting policies related to these, as well as commercial mortgage and other loans, are as follows:

Fixed maturities are comprised of bonds, notes and redeemable preferred stock. Fixed maturities classified as “available-for-sale” are carried at fair value. See Note 4 for additional information regarding the determination of fair value. The amortized cost of fixed maturities is adjusted for amortization of premiums and accretion of discounts to maturity. Interest income, as well as the related amortization of premium and accretion of discount, is included in “Net investment income” under the effective yield method. For mortgage-backed and asset-backed securities, the effective yield is based on estimated cash flows, including interest rate and prepayment assumptions based on data from widely accepted third-party data sources or internal estimates. In addition to interest rate and prepayment assumptions, cash flow estimates also vary based on other assumptions regarding the underlying collateral, including default rates and changes in value. These assumptions can significantly impact income recognition and the amount of other-than-temporary impairments recognized in earnings and other comprehensive income. For high credit quality mortgage-backed and asset-backed securities (those rated AA or above), cash flows are provided quarterly, and the amortized cost and effective yield of the security are adjusted as necessary to reflect historical prepayment experience and changes in estimated future prepayments. The adjustments to amortized cost are recorded as a charge or credit to net investment income in accordance with the retrospective method. For asset-backed and mortgage-backed securities rated below AA or those for which an other than temporary impairment has been recorded, the effective yield is adjusted prospectively for any changes in estimated cash flows. See the discussion below on realized investment gains and losses for a description of the accounting for impairments. Unrealized gains and losses on fixed maturities classified as “available-for-sale,” net of tax, and the effect on deferred policy acquisition costs, deferred sales inducements and future policy benefits that would result from the realization of unrealized gains and losses, are included in “Accumulated other comprehensive income (loss).”

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

Trading account assets, at fair value, consist primarily of asset-backed securities, commercial mortgage-backed securities and perpetual preferred stock whose fair values are determined consistent with similar instruments described above under “Fixed Maturity Securities.” Realized and unrealized gains and losses for these investments are reported in “Other income.” Interest and dividend income from these investments is reported in “Net investment income.”

Commercial mortgage and other loans consist of commercial mortgage loans and agricultural loans. Commercial mortgage loans are broken down by class which is based on property type (industrial properties, retail, office, multi-family/apartment, hospitality, and other). Commercial mortgage and other loans originated and held for investment are generally carried at unpaid principal balance, net of unamortized deferred loan origination fees and expenses and net of an allowance for losses. Commercial mortgage and other loans acquired, including those related to the acquisition of a business, are recorded at fair value when purchased, reflecting any premiums or discounts to unpaid principal balances.

Interest income, as well as prepayment fees and the amortization of the related premiums or discounts, related to commercial mortgage and other loans, are included in “Net investment income.”

Impaired loans include those loans for which it is probable that amounts due will not be collected according to the contractual terms of the loan agreement. The Company defines “past due” as principal or interest not collected at least 30 days past the scheduled contractual due date. Interest received on loans that are past due, including impaired and non-impaired loans as well as loans that were previously modified in a troubled debt restructuring, is either applied against the principal or reported as net investment income based on the Company’s assessment as to the collectability of the principal. See Note 3 for additional information about the Company’s past due loans.

The Company discontinues accruing interest on loans after the loans become 90 days delinquent as to principal or interest payments, or earlier when the Company has doubts about collectability. When the Company discontinues accruing interest on a loan, any accrued but uncollectible interest on the loan and other loans backed by the same collateral, if any, is charged to interest income in the same period. Generally, a loan is restored to accrual status only after all delinquent interest and principal are brought current and, in the case of loans where the payment of interest has been interrupted for a substantial period, or the loan has been modified, a regular payment performance has been established.

The Company reviews the performance and credit quality of the commercial mortgage loan and agricultural loan portfolios on an on-going basis. Loans are placed on watch list status based on a predefined set of criteria and are assigned one of three categories. Loans are placed on “early warning” status in cases where, based on the Company’s analysis of the loan’s collateral, the financial situation of the borrower or tenants or other market factors, it is believed a loss of principal or interest could occur. Loans are classified as “closely monitored” when it is determined that there is a collateral deficiency or other credit events that may lead to a potential loss of principal or interest. Loans “not in good standing” are those loans where the Company has concluded that there is a high probability of loss of principal, such as when the loan is delinquent or in the process of foreclosure. As described below, in determining the allowance for losses, the Company evaluates each loan on the watch list to determine if it is probable that amounts due will not be collected according to the contractual terms of the loan agreement.

Notes to Unaudited Interim Consolidated Financial Statements – (Continued)

Loan-to-value and debt service coverage ratios are measures commonly used to assess the quality of commercial mortgage loans. The loan-to-value ratio compares the amount of the loan to the fair value of the underlying property collateralizing the loan, and is commonly expressed as a percentage. Loan-to-value ratios greater than 100% indicate that the loan amount exceeds the collateral value. A smaller loan-to-value ratio indicates a greater excess of collateral value over the loan amount. The debt service coverage ratio compares a property’s net operating income to its debt service payments. Debt service coverage ratios less than 1.0 times indicate that property operations do not generate enough income to cover the loan’s current debt payments. A larger debt service coverage ratio indicates a greater excess of net operating income over the debt service payments. The values utilized in calculating these ratios are developed as part of the Company’s periodic review of the commercial mortgage loan and agricultural loan portfolio, which includes an internal appraisal of the underlying collateral value. The Company’s periodic review also includes a quality re-rating process, whereby the internal quality rating originally assigned at underwriting is updated based on current loan, property and market information using a proprietary quality rating system. The loan-to-value ratio is the most significant of several inputs used to establish the internal credit rating of a loan which in turn drives the allowance for losses. Other key factors considered in determining the internal credit rating include debt service coverage ratios, amortization, loan term, estimated market value growth rate and volatility for the property type and region. See Note 3 for additional information related to the loan-to-value ratios and debt service coverage ratios related to the Company’s commercial mortgage and agricultural loan portfolios.

The allowance for loan losses includes a loan specific reserve for each impaired loan that has a specifically identified loss and a portfolio reserve for probable incurred but not specifically identified losses. For impaired commercial mortgage loans and agricultural loans, the allowances for losses are determined based on the present value of expected future cash flows discounted at the loan’s effective interest rate, or based upon the fair value of the collateral if the loan is collateral dependent. The portfolio reserves for probable incurred but not specifically identified losses in the commercial mortgage and agricultural loan portfolio segments considers the current credit composition of the portfolio based on an internal quality rating, (as described above). The portfolio reserves are determined using past loan experience, including historical credit migration, loss probability and loss severity factors by property type. These factors are reviewed each quarter and updated as appropriate.

The allowance for losses on commercial mortgage loans and agricultural loans can increase or decrease from period to period based on the factors noted above. “Realized investment gains (losses), net” includes changes in the allowance for losses. “Realized investment gains (losses), net” also includes gains and losses on sales, certain restructurings, and foreclosures.

When a commercial mortgage or other loan is deemed to be uncollectible, any specific valuation allowance associated with the loan is reversed and a direct write down to the carrying amount of the loan is made. The carrying amount of the loan is not adjusted for subsequent recoveries in value.

Policy loans are carried at unpaid principal balances. Interest income on policy loans is recognized in “Net investment income” at the contract interest rate when earned.

Securities repurchase and resale agreements and securities loaned transactions are used to earn spread income, to borrow funds, or to facilitate trading activity. Securities repurchase and resale agreements are generally short term in nature, and therefore, the carrying amounts of these instruments approximate fair value. As part of securities repurchase agreements or securities loan transactions the Company transfers U.S. government and government agency securities and receives cash as collateral. As part of securities resale agreements, the Company transfers cash as collateral and receives U.S. government securities. For securities repurchase agreements and securities loaned transactions used to earn spread income, the cash received is typically invested in cash equivalents, short term investments or fixed maturities.

Securities repurchase and resale agreements that satisfy certain criteria are treated as collateralized financing arrangements. These agreements are carried at the amounts at which the securities will be subsequently resold or reacquired, as specified in the respective agreements. For securities purchased under agreements to resell, the Company’s policy is to take possession or control of the securities and to value the securities daily. Securities to be resold are the same, or substantially the same, as the securities received. For securities sold under agreements to repurchase, the market value of the securities to be repurchased is monitored, and additional collateral is obtained where appropriate, to protect against credit exposure. Securities to be repurchased are the same, or substantially the same as those sold. Income and expenses related to these transactions executed within the insurance subsidiary used to earn spread income are reported as “Net investment income,” however, for transactions used to borrow funds, the associated borrowing cost is reported as interest expense (included in “General, administrative and other expenses”).

Securities loaned transactions are treated as financing arrangements and are recorded at the amount of cash received. The Company obtains collateral in an amount equal to 102% and 105% of the fair value of the domestic and foreign securities, respectively. The Company monitors the market value of the securities loaned on a daily basis with additional collateral obtained as necessary. Substantially all of the Company’s securities loaned transactions are with large brokerage firms. Income and expenses associated with securities loaned transactions used to earn spread income are generally reported as “Net investment income;” however, for securities loaned transactions used for funding purposes the associated rebate is reported as interest expense (included in “General, administrative and other expenses”).

Other long-term investments consist of derivatives, the Company’s investments in joint ventures and limited partnerships in which the Company does not exercise control, as well as investments in the Company’s own separate accounts, which are carried at fair value, and investment real estate. Joint venture and partnership interests are generally accounted for using the equity method of accounting, except in instances in which the Company’s interest is so minor that it exercises virtually no influence over operating and financial policies. In such instances, the Company applies the cost method of accounting. The Company’s share of net income from investments in joint ventures and partnerships is generally included in “Net investment income.”

Notes to Unaudited Interim Consolidated Financial Statements – (Continued)

“Short-term investments” primarily consist of highly liquid debt instruments with a maturity of greater than three months and less than twelve months when purchased. These investments are generally carried at fair value and include certain money market investments, short-term debt securities issued by government sponsored entities and other highly liquid debt instruments.

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

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

Under the authoritative guidance for the recognition and presentation of other-than-temporary impairments for debt securities, an other-than-temporary impairment must be recognized in earnings for a debt security in an unrealized loss position when an entity either (a) has the intent to sell the debt security or (b) more likely than not will be required to sell the debt security before its anticipated recovery. For all debt securities in unrealized loss positions that do not meet either of these two criteria, the guidance requires that the Company analyze its ability to recover the amortized cost by comparing the net present value of projected future cash flows with the amortized cost of the security. The net present value is calculated by discounting the Company’s best estimate of projected future cash flows at the effective interest rate implicit in the debt security prior to impairment. The Company may use the estimated fair value of collateral as a proxy for the net present value if it believes that the security is dependent on the liquidation of collateral for recovery of its investment. If the net present value is less than the amortized cost of the investment, an other-than-temporary impairment is recognized.

Under the authoritative guidance for the recognition and presentation of other-than-temporary impairments, when an other-than-temporary impairment of a debt security has occurred, the amount of the other-than-temporary impairment recognized in earnings depends on whether the Company intends to sell the security or more likely than not will be required to sell the security before recovery of its amortized cost basis. If the debt security meets either of these two criteria, the other-than-temporary impairment recognized in earnings is equal to the entire difference between the security’s amortized cost basis and its fair value at the impairment measurement date. For other-than-temporary impairments of debt securities that do not meet these criteria, the net amount recognized in earnings is equal to the difference between the amortized cost of the debt security and its net present value calculated as described above. Any difference between the fair value and the net present value of the debt security at the impairment measurement date is recorded in “Other comprehensive income (loss)” (“OCI”). Unrealized gains or losses on securities for which an other-than-temporary impairment has been recognized in earnings is tracked as a separate component of “Accumulated other comprehensive income (loss).”

For debt securities, the split between the amount of an other-than-temporary impairment recognized in other comprehensive income and the net amount recognized in earnings is driven principally by assumptions regarding the amount and timing of projected cash flows. For mortgage-backed and asset-backed securities, cash flow estimates consider the payment terms of the underlying assets backing a particular security, including interest rate and prepayment assumptions, based on data from widely accepted third-party data sources or internal estimates. In addition to interest rate and prepayment assumptions, cash flow estimates also include other assumptions regarding the underlying collateral including default rates and recoveries, which vary based on the asset type and geographic location, as well as the vintage year of the security. For structured securities, the payment priority within the tranche structure is also considered. For all other debt securities, cash flow estimates are driven by assumptions regarding probability of default and estimates regarding timing and amount of recoveries associated with a default. The Company has developed these estimates using information based on its historical experience as well as using market observable data, such as industry analyst reports and forecasts, sector credit ratings and other data relevant to the collectability of a security, such as the general payment terms of the security and the security’s position within the capital structure of the issuer.

The new cost basis of an impaired security is not adjusted for subsequent increases in estimated fair value. In periods subsequent to the recognition of an other-than-temporary impairment, the impaired security is accounted for as if it had been purchased on the measurement date of the impairment. For debt securities, the discount (or reduced premium) based on the new cost basis may be accreted into net investment income in future periods, including increases in cash flow on a prospective basis. In certain cases where there are decreased cash flow expectations, the security is reviewed for further cash flow impairments.

The Company receives asset administration fee income from policyholders’ account balances invested in The Prudential Series Funds or, “PSF,” which are a portfolio of mutual fund investments related to the Company’s separate account products. Also, the Company receives fee income calculated on contractholder separate account balances invested in the Advanced Series Trust Funds (see Note 8). In addition, the Company receives fees from policyholders’ account balances invested in funds managed by companies other than affiliates of Prudential Insurance. Asset administration fees are recognized as income when earned.

Notes to Unaudited Interim Consolidated Financial Statements – (Continued)

Derivatives are financial instruments whose values are derived from interest rates, financial indices, or the values of securities. Derivative financial instruments generally used by the Company include swaps, futures, forwards and options which are contracted in the over-the-counter market with an affiliate. Derivative positions are carried at fair value, generally by obtaining quoted market prices or through the use of valuation models. Values can be affected by changes in interest rates, financial indices, values of securities, credit spreads, market volatility, expected returns, non-performance risks and liquidity. Values can also be affected by changes in estimates and assumptions, including those related to counterparty behavior and non-performance risk used in valuation models.

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

Derivatives are recorded either as assets, within “Other long-term investments,” or as liabilities, within “Other liabilities,” except for embedded derivatives, which are recorded with the associated host contract. The Company nets the fair value of all derivative financial instruments with its affiliated counterparty for which a master netting arrangement has been executed. As discussed below and in Note 5, all realized and unrealized changes in fair value of derivatives, with the exception of the effective portion of cash flow hedges are recorded in current earnings. Cash flows from these derivatives are reported in the operating and investing activities sections in the Unaudited Interim Consolidated Statements of Cash Flows based on the nature and purpose of the derivative.

The Company designates derivatives as either (1) a hedge of a forecasted transaction or of the variability of cash flows to be received or paid related to a recognized asset or liability (“cash flow” hedge), or (2) a derivative that does not qualify for hedge accounting.

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

The Company formally documents at inception all relationships between hedging instruments and hedged items, as well as its risk-management objective and strategy for undertaking various hedge transactions. This process includes linking all derivatives designated as cash flow hedges to specific assets and liabilities on the balance sheet or to forecasted transactions.

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

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

When hedge accounting is discontinued because it is probable that the forecasted transaction will not occur by the end of the specified time period, the derivative will continue to be carried on the balance sheet at its fair value, with changes in fair value recognized currently in “Realized investment gains (losses), net.” Gains and losses that were in “Accumulated other comprehensive income (loss)” pursuant to the hedge of a forecasted transaction are recognized immediately in “Realized investment gains (losses), net.”

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

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

Notes to Unaudited Interim Consolidated Financial Statements – (Continued)

The Company sells variable annuity contracts that include optional living benefit features that may be treated from an accounting perspective as embedded derivatives. The Company has reinsurance agreements to transfer the risk related to certain of these embedded derivatives to an affiliate, Pruco Reinsurance Ltd. (“Pruco Re”). The embedded derivatives related to the living benefit features and the related reinsurance agreements are carried at fair value and included in “Future policy benefits and other policyholder liabilities” and “Reinsurance recoverables,” respectively. Changes in the fair value are determined using valuation models as described in Note 4, and are recorded in “Realized investment gains (losses), net.”

The Company, excluding its subsidiaries, also sells certain universal life products that contain a no lapse guarantee provision that is reinsured with an affiliate, Universal Prudential Arizona Reinsurance Company (“UPARC”). The reinsurance of this no lapse guarantee results in an embedded derivative that incurs market risk primarily in the form of interest rate risk. Interest rate sensitivity can result in changes in the value of the underlying contractual guarantees that are carried at fair value and included in “Reinsurance recoverables,” and changes in “Realized investment gains (losses), net.” In the third quarter of 2011, the Company amended its reinsurance agreement resulting in a recapture of a portion of this business (See Note 8) effective July 1, 2011. Pursuant to the recapture amendment, the settlement of the recapture premium occurred subsequent to the effective date of the recapture. As a result, the recapture premium was treated as if settled on the effective date and adjusted for the time elapsed between this date and the settlement date. This adjustment was equal to the earned interest and changes in market values from the effective date through the settlement date related to fixed maturity securities from an asset portfolio within UPARC. This settlement feature was accounted for as a derivative.

Concurrent with the recapture discussed above, the Company entered into a new coinsurance agreement with an affiliate, Prudential Arizona Reinsurance Universal Company, (“PAR U”) effective July 1, 2011. The settlement of the initial coinsurance premium also occurred subsequent to the effective date of the coinsurance agreement and contains a settlement provision similar to the recapture premium, discussed above. The adjustment to the initial coinsurance premium was equal to the earned interest and changes in market values from the effective date through settlement date related to fixed maturity securities from both an asset portfolio within the Company, as well as an asset portfolio within UPARC. The settlement feature of this agreement was accounted for as a derivative (See Note 8 for additional information about this agreement).

The Company determines its interim tax provision using the annual effective tax rate methodology in accordance with the authoritative guidance. The decrease in the income tax expense for the three months ended June 30, 2012 and change in effective tax rate was primarily driven by a decrease in pre-tax income for the three months ended June 30, 2012 compared to the three months ended June 30, 2011.

Effective January 1, 2012 the Company adopted, retrospectively, updated guidance regarding the presentation of comprehensive income. The updated guidance eliminates the option to present components of other comprehensive income as part of the statement of changes in stockholders’ equity. Under the updated guidance, an entity has the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The updated guidance does not change the items that are reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The Company opted to present the total of comprehensive income, the components of net income, and the components of other comprehensive income in a single continuous statement of comprehensive income. The Unaudited Interim Consolidated Financial Statements included herein reflect the adoption of this updated guidance.

Effective January 1, 2012, the Company adopted, prospectively, updated guidance regarding the fair value measurements and disclosure requirements. The updated guidance clarifies existing guidance related to the application of fair value measurement methods and requires expanded disclosures. The expanded disclosures required by this guidance are included in Note 4. Adoption of this guidance did not have a material effect on the Company’s consolidated financial position or results of operations.

Effective January 1, 2012, the Company adopted, prospectively, updated guidance regarding the assessment of effective control for repurchase agreements. The Company’s adoption of this guidance did not have a material effect on the Company’s consolidated financial position, results of operations, and financial statement disclosures.

Effective January 1, 2012, the Company adopted retrospectively new authoritative guidance to address diversity in practice regarding the interpretation of which costs relating to the acquisition of new or renewal insurance contracts qualify for deferral. Under the amended guidance acquisition costs are to include only those costs that are directly related to the acquisition or renewal of insurance contracts by applying a model similar to the accounting for loan origination costs. An entity may defer incremental direct costs of contract acquisition with independent third parties or employees that are essential to the contract transaction, as well as the portion of employee compensation, including payroll fringe benefits, and other costs directly related to underwriting, policy issuance and processing, medical inspection, and contract selling for successfully negotiated contracts. Prior period financial information presented in these financial statements has been adjusted to reflect the retrospective adoption of the amended guidance. The lower level of costs now qualifying for deferral will be only partially offset by a lower level of amortization of “Deferred policy acquisition costs,” and, as such, will initially result in lower earnings in future periods primarily reflecting lower deferrals of wholesaler costs. While the adoption of this amended guidance changes the timing of when certain costs are reflected in the Company’s results of operations, it has no effect on the total acquisition costs to be recognized over time and has no impact on the Company’s cash flows.

The following tables present amounts as previously reported in 2011, the effect of the change due to the retrospective adoption of the amended guidance related to the deferral of acquisition costs as described above, and the adjusted amounts that are reflected in the Unaudited Interim Consolidated Financial Statements included herein.

Notes to Unaudited Interim Consolidated Financial Statements – (Continued)

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

Notes to Unaudited Interim Consolidated Financial Statements – (Continued)

The amortized cost and fair value of fixed maturities by contractual maturities at June 30, 2012, are as follows:

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

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

As discussed in Note 2, a portion of certain other-than-temporary impairment (“OTTI”) losses on fixed maturity securities are recognized in “Other comprehensive income (loss)” (“OCI”). For these securities, the net amount recognized in earnings (“credit loss impairments”) represents the difference between the amortized cost of the security and the net present value of its projected future cash flows discounted at the effective interest rate implicit in the debt security prior to impairment. Any remaining difference between the fair value and amortized cost is recognized in OCI. The following table sets forth the amount of pre-tax credit loss impairments on fixed maturity securities held by the Company as of the dates indicated, for which a portion of the OTTI loss was recognized in OCI, and the corresponding changes in such amounts.

Notes to Unaudited Interim Consolidated Financial Statements – (Continued)

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

The following table sets forth the composition of trading account assets, at fair value as of the dates indicated:

The net change in unrealized gains (losses) from trading account assets still held at period end, recorded within “Other income” was ($0.2) million during the three months ended both June 30, 2012 and 2011, and ($0.3) million during the six months ended both June 30, 2012 and 2011.

Notes to Unaudited Interim Consolidated Financial Statements – (Continued)

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

The commercial mortgage and agricultural loans are geographically dispersed throughout the United States with the largest concentrations in California (21%), New Jersey (12%) and Texas (9%) at June 30, 2012.

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

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

Impaired loans include those loans for which it is probable that amounts due according to the contractual terms of the loan agreement will not all be collected. Impaired commercial mortgage and other loans identified in management’s specific review of probable loan losses and the related allowance for losses, as of June 30, 2012 and December 31, 2011 had a recorded investment and unpaid principal balance of $17.6 million and $17.8 million and related allowance of $5.6 million and $5.7 million, respectively, primarily related to the hospitality and other property types. At both June 30, 2012 and December 31, 2011, the Company held no impaired agricultural loans. Net investment income recognized on these loans totaled $0.3 million for the six months ended June 30, 2012, and $0.5 million for the year ended December 31, 2011.

Notes to Unaudited Interim Consolidated Financial Statements – (Continued)

Impaired commercial mortgage and other loans with no allowance for losses are loans in which the fair value of the collateral or the net present value of the loans’ expected future cash flows equals or exceeds the recorded investment. As of June 30, 2012 and December 31, 2011, the Company held no such loans. See Note 2 for information regarding the Company’s accounting policies for non-performing loans.

As described in Note 2 loan-to-value and debt service coverage ratios are measures commonly used to assess the quality of commercial mortgage and other loans. As of both June 30, 2012 and December 31, 2011, 93% of the $1.4 billion recorded investment had a loan-to-value ratio of less than 80%. As of both June 30, 2012 and December 31, 2011, 95% of the recorded investment had a debt service coverage ratio of 1.0X or greater. As of June 30, 2012, approximately $75 million or 5% of the recorded investment had a loan-to-value ratio greater than 100% or debt service coverage ratio less than 1.0X reflecting loans where the mortgage amount exceeds the collateral value or where current debt payments are greater than income from property operations; none of which related to agricultural loans. As of December 31, 2011, approximately $72 million or 5% of the recorded investment had a loan-to-value ratio greater than 100% or debt service coverage ratio less than 1.0X; none of which related to agricultural loans.

As of both June 30, 2012 and December 31, 2011, all commercial mortgage and other loans were in current status, with the exception of $1.6 million at December 31, 2011, that were classified as past due, primarily related to other property types. As of June 30, 2012 and December 31, 2011, $17.6 million and $22.6 million, respectively, of commercial mortgage and other loans, were in non-accrual status based upon the recorded investment gross of allowance for credit losses, primarily related to hospitality and other property types. See Note 2 for further discussion regarding nonaccrual status loans. The Company defines current in its aging of past due commercial mortgage and agricultural loans as less than 30 days past due.

For the three months ended June 30, 2012, there were no commercial mortgage and other loans sold or acquired.

Commercial mortgage and other loans are occasionally restructured in a troubled debt restructuring. These restructurings generally include one or more of the following: full or partial payoffs outside of the original contract terms: changes to interest rates; extensions of maturity; or additions or modifications to covenants. Additionally, the Company may accept assets in full or partial satisfaction of the debt as part of a troubled debt restructuring. When restructurings occur, they are evaluated individually to determine whether the restructuring or modification constitutes a “troubled debt restructuring” as defined by authoritative accounting guidance. The Company’s outstanding investment related to commercial mortgage and other loans that have been restructured in a troubled debt restructuring is not material.

As of June 30, 2012, the additional funds the Company has committed to provide to borrowers involved in a troubled debt restructuring is not material.

Net investment income for the three and six months ended June 30, 2012 and 2011 was from the following sources:

Realized investment gains (losses), net, for the three and six months ended June 30, 2012 and 2011, were from the following sources:

Notes to Unaudited Interim Consolidated Financial Statements – (Continued)

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

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

Notes to Unaudited Interim Consolidated Financial Statements – (Continued)

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

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

Notes to Unaudited Interim Consolidated Financial Statements – (Continued)

The gross unrealized losses at June 30, 2012 and December 31, 2011 are composed of $11 million and $10 million, respectively, related to high or highest quality securities based on National Association of Insurance Commissioners, or “NAIC”, or equivalent rating and $7 million and $21 million, respectively, related to other than high or highest quality securities based on NAIC or equivalent rating. At June 30, 2012, $10 million of the gross unrealized losses represented declines in value of greater than 20%, $0.1 million of which had been in that position for less than six months, as compared to $22 million at December 31, 2011 that represented declines in value of greater than 20%, $3 million of which had been in that position for less than six months. At June 30, 2012 and December 31, 2011, the $15 million and $25 million respectively, of gross unrealized losses of twelve months or more were concentrated in asset-backed securities. In accordance with its policy described in Note 2, the Company concluded that an adjustment to earnings for other-than-temporary impairments for these securities was not warranted at June 30, 2012 and December 31, 2011. These conclusions are based on a detailed analysis of the underlying credit and cash flows on each security. The gross unrealized losses are primarily attributable to credit spread widening and increased liquidity discounts. At June 30, 2012, the Company does not intend to sell the securities and it is not more likely than not that the Company will be required to sell the securities before the anticipated recovery of its remaining amortized cost basis.

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

At June 30, 2012, $1 million of the gross unrealized losses represented declines in value of greater than 20%, $0.4 million of which have been in that position for less than six months. At December 31, 2011, $2 million of the gross unrealized losses represented declines in value of greater than 20%, $1.4 million of which had been in that position for less than six months. In accordance with its policy described in Note 2, the Company concluded that an adjustment for other-than-temporary impairments for these equity securities was not warranted at June 30, 2012 or December 31, 2011.

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

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

Level 2 – Fair value is based on significant inputs, other than Level 1 inputs, that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability through corroboration with observable market data. Level 2 inputs include quoted market prices in active markets for similar assets and liabilities, quoted market prices in markets that are not active for identical or similar assets or liabilities, and other market observable inputs. The Company’s Level 2 assets and liabilities include: fixed maturities (corporate public and private bonds, most

Notes to Unaudited Interim Consolidated Financial Statements – (Continued)

government securities, certain asset-backed and mortgage-backed securities, etc.), certain equity securities (mutual funds, which do not actively trade and are priced based on a net asset value), certain short-term investments and certain cash equivalents (primarily commercial paper), and certain over-the-counter derivatives. Valuations are generally obtained from third party pricing services for identical or comparable assets or liabilities or through the use of valuation methodologies using observable market inputs. Prices from services are validated through comparison to trade data and internal estimates of current fair value, generally developed using market observable inputs and economic indicators.

Level 3 – Fair value is based on at least one or more significant unobservable inputs for the asset or liability. These inputs reflect the Company’s assumptions about the inputs market participants would use in pricing the asset or liability. The Company’s Level 3 assets and liabilities primarily include: certain private fixed maturities and equity securities, certain manually priced public equity securities and fixed maturities, certain highly structured over-the-counter derivative contracts, certain consolidated real estate funds for which the Company is the general partner, and embedded derivatives resulting from certain products with guaranteed benefits. Prices are determined using valuation methodologies such as option pricing models, discounted cash flow models and other similar techniques. Non-binding broker quotes, which are utilized when pricing service information is not available, are reviewed for reasonableness based on the Company’s understanding of the market, and are generally considered Level 3. Under certain conditions, based on its observations of transactions in active markets, the Company may conclude the prices received from independent third party pricing services or brokers are not reasonable or reflective of market activity. In those instances, the Company may choose to over-ride the third-party pricing information or quotes received and apply internally- developed values to the related assets or liabilities. To the extent the internally-developed valuations use significant unobservable inputs, they are classified as Level 3. As of June 30, 2012 and December 31, 2011, these over-rides on a net basis were not material.

The Company has established policies and guidelines that require the establishment of valuation methodologies and consistent application of such methodologies. These policies and guidelines govern the use of inputs and price source hierarchies and provide controls around the valuation processes. These controls include appropriate review and analysis of prices against market activity or indicators of reasonableness, approval of price source changes, price overrides, methodology changes and classification of fair value hierarchy levels. The valuation policies and guidelines are reviewed and updated as appropriate.

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

Notes to Unaudited Interim Consolidated Financial Statements – (Continued)

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

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

If the Company ultimately concludes that pricing information received from the independent pricing service is not reflective of market activity, non-binding broker quotes are used, if available. If the Company concludes the values from both pricing services and brokers are not reflective of market

Notes to Unaudited Interim Consolidated Financial Statements – (Continued)

activity, it may over-ride the information from the pricing service or broker with an internally-developed valuation. As of June 30, 2012 and December 31, 2011, over-rides on a net basis were not material. Internally-developed valuations or non-binding broker quotes are also used to determine fair value in circumstances where vendor pricing is not available. These estimates may use significant unobservable inputs, which reflect the Company’s own assumptions about the inputs market participants would use in pricing the asset. Circumstances where observable market data are not available may include events such as market illiquidity and credit events related to the security. Pricing service over-rides, internally-developed valuations and non-binding broker quotes are generally included in Level 3 in the fair value hierarchy.

The fair value of private fixed maturities, which are primarily comprised of investments in private placement securities, originated by internal private asset managers, are primarily determined using a discounted cash flow model. In certain cases these models primarily use observable inputs with a discount rate based upon the average of spread surveys collected from private market intermediaries who are active in both primary and secondary transactions, taking into account, among other factors, the credit quality and industry sector of the issuer and the reduced liquidity associated with private placements. Generally, these securities have been reflected within Level 2. For certain private fixed maturities, the discounted cash flow model may also incorporate significant unobservable inputs, which reflect the Company’s own assumptions about the inputs market participants would use in pricing the asset. To the extent management determines that such unobservable inputs are not significant to the price of a security, a Level 2 classification is made. Otherwise, a Level 3 classification is used.

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

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

Equity Securities – Equity securities consist principally of investments in common and preferred stock of publicly traded companies, perpetual preferred stock, privately traded securities, as well as common shares of mutual funds. The fair values of most publicly traded equity securities are based on quoted market prices in active markets for identical assets and are classified within Level 1 in the fair value hierarchy. Estimated fair values for most privately traded equity securities are determined using valuation and discounted cash flow models that require a substantial level of judgment. In determining the fair value of certain privately traded equity securities the discounted cash flow model may also use unobservable inputs, which reflect the Company’s assumptions about the inputs market participants would use in pricing the asset. Most privately traded equity securities are classified within Level 3. The fair values of common shares of mutual funds that transact regularly (but do not trade in active markets because they are not publicly available) are based on transaction prices of identical fund shares and are classified within Level 2 in the fair value hierarchy. The fair values of perpetual preferred stock are based on inputs obtained from independent pricing services that are primarily based on non-binding broker quotes, as the directly observable market inputs are not available. As a result, the fair values of perpetual preferred stock are classified as Level 3.

Derivative Instruments – Derivatives are recorded at fair value either as assets, within “Other long-term investments,” or as liabilities, within “Other liabilities,” except for embedded derivatives which are recorded with the associated host contract. The fair values of derivative contracts are determined based on quoted prices in active exchanges or through the use of valuation models. The fair values of derivative contracts can be affected by changes in interest rates, foreign exchange rates, credit spreads, market volatility, expected returns, non-performance risk, liquidity and other factors. Liquidity valuation adjustments are made to reflect the cost of exiting significant risk positions, and consider the bid-ask spread, maturity, complexity, and other specific attributes of the underlying derivative position.

The majority of the Company’s derivative positions are traded in the over-the-counter (“OTC”) derivative market and are classified within Level 2 in the fair value hierarchy. OTC derivatives classified within Level 2 are valued using models generally accepted in the financial services industry that use actively quoted or observable market input values from external market data providers, third-party pricing vendors and/or recent trading activity. The fair values of most OTC derivatives, including interest rate and cross currency swaps, currency forward contracts, and single name credit default swaps are determined using discounted cash flow models. The fair values of European style option contracts are determined using Black-Scholes option pricing models. These models’ key inputs include the contractual terms of the respective contract, along with significant observable inputs, including interest rates, currency rates, credit spreads, equity prices, index dividend yields, non-performance risk, volatility and other factors.

To reflect the market’s perception of its own and the counterparty’s non-performance risk, the Company incorporates additional spreads over London Interbank Offered Rate (“LIBOR”) into the discount rate used in determining the fair value of OTC derivative assets and liabilities. The additional credit spread over LIBOR rates is determined taking into consideration publicly available information relating to the financial strength of the Company. The Company adjusts these credit spreads to remove any illiquidity risk premium, which is subject to a floor based on a percentage of the credit spread. However, the non-performance risk adjustment is applied only to the uncollateralized portion of the OTC derivative assets and liabilities, after consideration of the impacts of two-way collateral posting. Most OTC derivative contract inputs have bid and ask prices that are actively quoted or can be readily obtained from external market data providers. The Company’s policy is to use mid-market pricing in determining its best estimate of fair value.

Derivatives classified as Level 3 may include first-to-default credit basket swaps and other structured products. These derivatives are valued based upon models with some significant unobservable market inputs or inputs from less actively traded markets. The fair values of first to default credit basket swaps are derived from relevant observable inputs (e.g., individual credit default spreads, interest rates and recovery rates), and unobservable model-specific input values such as correlation between different credits within the same basket. Structured options and derivatives are valued using

Notes to Unaudited Interim Consolidated Financial Statements – (Continued)

simulation models such as the Monte Carlo and other techniques. Level 3 methodologies are validated through periodic comparison of the Company’s fair values to broker-dealer values. As of June 30, 2012 and December 31, 2011, there were derivatives with the fair value of $2.9 million and $0.1 million classified within Level 3, and all other derivatives were classified within Level 2. See Note 5 for more details on the fair value of derivative instruments by primary underlying.

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

Separate Account Assets – Separate Account Assets primarily include fixed maturity securities, treasuries, equity securities and real estate investments for which values are determined consistent with similar instruments described above under “Fixed Maturity Securities,” “Equity Securities” and “Other Long-Term Investments.”

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

The Company also has an agreement with UPARC, an affiliated captive reinsurance company, to reinsure risks associated with the no-lapse guarantee provision available on a portion of certain universal life products (See Note 8). Under this agreement, the Company pays a premium to UPARC to reinsure the risk of uncollectible policy charges and fees associated with the no-lapse guarantee provision. Reinsurance of this risk is accounted for as an embedded derivative with the value of this derivative included in “Reinsurance recoverables”. The fair value of this embedded derivative is calculated as the present value of expected reimbursement received for cost of insurance charges the Company is unable to collect from policyholders, less the present value of reinsurance premiums attributable to the embedded derivative feature. This methodology could result in either an asset or liability balance, given changes in capital market conditions and various policyholder behavior assumptions. Significant inputs to the valuation model for this embedded derivative include capital market assumptions, such as interest rate assumptions, the Company’s market-perceived risk of the counterparty, UPARC’s non-performance (“NPR”), and various assumptions that are actuarially determined, including lapse rates, premium payment patterns, and mortality rates. This embedded derivative had a value of zero at June 30, 2012 and December 31, 2011 primarily due to NPR.

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

Significant inputs to the valuation models for the embedded derivatives associated with the optional living benefit features of the Company’s variable annuity products include capital market assumptions, such as interest rate and implied volatility assumptions, the Company’s market-perceived risk of its own non-performance (“NPR”), as well as various assumptions that are actuarially determined, including lapse rates, benefit utilization rates, withdrawal rates, and mortality rates. Since many of the assumptions utilized in the valuation of the embedded derivatives associated with the Company’s optional living benefit features are unobservable and are considered to be significant inputs to the liability valuation, the liability included in future policy benefits has been reflected within Level 3 in the fair value hierarchy.

Capital market inputs and actual policyholders’ account values are updated each quarter based on capital market conditions as of the end of the quarter, including interest rates, equity markets, and implied volatility. In the risk neutral valuation, interest rates are used to both grow the policyholders’ account values as well as discount all projected future cash flows. The Company’s discount rate assumption is based on the LIBOR swap curve, and is adjusted for NPR, as discussed below. Assuming all other assumptions remain unchanged, a decline in interest rates will generally cause account values to grow more slowly, increasing future expected benefit payments, as well as decreasing the discounting impact in the present value calculation, both of which would cause increases in the fair value of the liability. The opposite impacts occur as interest rates rise. Implied volatility also impacts the estimate of future expected benefit payments. An increase in implied volatility will generally increase future expected benefit payments, causing an increase in the fair value of the liability. The opposite impact occurs as implied volatility declines.

Actuarial assumptions are reviewed at least annually, and updated based upon historical experience giving consideration to any observable market data, including market transactions such as acquisitions and reinsurance transactions. Assumptions relating to contractholder behavior such as lapse, benefit utilization, withdrawal, and mortality rates, are based on experience by product type and/or year of contract issuance. Unless a material change in contractholder behavior or mortality experience that the Company feels is indicative of a long term trend is observed in an interim periods, assumptions related to contractholder behavior and mortality are generally updated in the third quarter of each year by considering the actual experience that has occurred during the period from the most recent update to the expected amounts. These assumptions require the use of management judgment and are discussed in further detail below.

Notes to Unaudited Interim Consolidated Financial Statements – (Continued)

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

Quantitative Information Regarding Internally Priced Level 3 Assets and Liabilities – The table below presents quantitative information on significant internally-priced Level 3 assets and liabilities for which the investment risks associated with market value changes are borne by the Company.

Notes to Unaudited Interim Consolidated Financial Statements – (Continued)

Corporate Securities – Internally priced corporate securities classified in Level 3 include certain below investment grade watchlist and distressed fixed maturity securities. For securities where discounted cash flows are used, the primary unobservable input is the internally developed discount rate. Significant increases in the discount rate would result in a significantly lower fair value, with the reverse being true for decreases in the discount rate. In certain cases, the Company uses an estimated liquidation value of the borrower or underlying assets. The Company also applies market comparables, such as earnings before interest, taxes, depreciation and amortization (EBITDA) multiples for certain securities. In isolation, an increase in the value of these inputs would result in an increase in fair value, with the reverse being true for decreases in the value of these inputs.

Reinsurance Recoverables – Reinsurance recoverables carried at fair value include the reinsurance of our living benefit guarantees on certain of our variable annuities. These reinsurance recoverables covering these guarantees are valued in the same manner as the living benefit guarantees as described below in “Future Policy Benefits”. Reinsurance recoverables also includes reinsurance of the no lapse guarantee provisions available on a portion of certain universal life products. The reinsurance agreement covering the no lapse guarantee contains an embedded derivative related to the interest rate risk of the reinsurance contract. The embedded derivative arising from this reinsurance agreement had a value of zero at June 30, 2012 as discussed above.

Future Policy Benefits – Future policy benefits classified as Level 3 are calculated using internally-developed models with option pricing techniques. The models are based on a risk neutral valuation framework and incorporate premiums for risks inherent in valuation techniques, inputs, and the general uncertainty around the timing and amount of future cash flows. As described above, the significant unobservable inputs to the valuation models for the embedded derivatives associated with the optional living benefit features of the Company’s variable annuity products include various assumptions that are actuarially determined, including lapse rates, benefit utilization rates, withdrawal rates and mortality rates as well as volatility assumptions and assumptions used to reflect NPR.

The Company’s dynamic lapse rate assumption adjusts the base lapse rate at the contract level based on a comparison of the actuarially calculated guaranteed amount and the current policyholder account value as well as other factors, such as the applicability of any surrender charges. The dynamic lapse adjustment reduces the base lapse rate based on the magnitude of the difference between the guaranteed amount and the account value. In-the-money contracts are those with a guaranteed benefit in excess of the current policyholder account value. Since in-the-money contracts are less likely to lapse, the dynamic lapse adjustment will reduce the lapse rate assumption for these contracts. All else being equal, contracts having a larger difference between the guaranteed amount and the account value will have a smaller lapse rate after applying the dynamic lapse rate adjustment. For less in the money contracts, the lapse rate assumption will be closer to the base lapse rate. Lapse rates are also generally assumed to be lower for the period where surrender charges apply. A lower base lapse rate is applied to contracts in the surrender charge period. A higher base lapse rate is applied to contracts in the year the surrender charge period expires.

To reflect NPR, the Company incorporates an additional spread over LIBOR into the discount rate used in the valuations of the embedded derivatives associated with its optional living benefit features. Since insurance liabilities are senior to debt, the Company believes that reflecting the financial strength ratings of the Company in the valuation of the liability or asset appropriately takes into consideration NPR. The additional spread over LIBOR is determined taking into consideration publicly available information relating to the financial strength of the Company. The Company adjusts these credit spreads to remove any illiquidity risk premium, which is subject to a floor based on a percentage of the credit spread. This additional spread, as mentioned in the table above, is applied at an individual contract level and only to those individual living benefit contracts in a liability position and generally not to those in a contra-liability position. An increase in the spread over LIBOR increases the discounting impact in the present value calculation and will generally cause a decrease in the fair value of the liability.

The Company’s benefit utilization rate assumption estimates the percentage of contracts that will utilize the benefit during the contract duration, including the estimated timing of the first lifetime income withdrawal by the contractholder. These assumptions vary based on the product type, the age of the contractholder, and the age of the contract. The utilization rate varies by product, based on the availability of an enhanced guarantee after a certain waiting period. For example, the utilization rates for a product with the opportunity to double the guaranteed value after a 10, 12 or 20 year accumulation period are adjusted based on contractholder experience related to such enhancement. Generally, the Company assumes a certain percentage of contractholders will utilize the guaranteed benefit (depending on the product type, contractholder age and contract age) and will begin lifetime withdrawals at various time intervals from contract inception with the remaining contractholders either beginning lifetime withdrawals immediately or never utilizing the benefit. The impact of changes in these assumptions is highly dependent on the contract type and age of the contractholder at the time of the sale and the timing of the first lifetime income withdrawal.

The Company’s withdrawal rate assumption estimates the magnitude of annual contractholder withdrawals relative to the amount allowable under the contract. Larger differences in the withdrawal rate assumption compared to the contractual guaranteed income withdrawal percentage, either positive or negative, will generally result in a decrease in the fair value of the liability. Prior to the exhaustion of the contractholder’s total account value the Company assumes contractholders will withdraw a certain percentage of the maximum allowable amount under the contract and will withdraw the maximum once the contractholder account value is completely exhausted.

Based on historical experience the Company applies a mortality rate adjustment compared to standard industry tables. Overall mortality rates vary by contract group based on the age of the contractholder. Generally, the Company does not expect actual mortality trends to change significantly in the short-term, and to the extent these trends may change the Company expects such changes to be gradual over the long-term. Since the variable annuity living benefits generally provide for a minimum withdrawal benefit for life, increases in mortality rates will decrease the fair value of the liability, with the reverse being true with decreases in mortality rates.

Notes to Unaudited Interim Consolidated Financial Statements – (Continued)

Market volatility also impacts the estimate of future expected benefit payments. The Company uses an equity volatility curve based on third party inputs. The curve starts with first year implied volatility and grades to a long-term realized volatility. The first year implied volatility determines the overall slope of the equity volatility curve. An increase in implied volatility will generally increase future expected benefit payments, causing an increase in the fair value of the liability.

Separate Account Assets – In addition to the significant internally-priced Level 3 assets and liabilities presented and described above, the Company also has internally-priced separate account assets reported within Level 3. Changes in the fair value of separate account assets are borne by customers and thus are offset by changes in separate account liabilities on the Company’s Unaudited Interim Consolidated Statement of Financial Position. As a result, changes in value associated with these investments do not impact the Company’s Unaudited Interim Consolidated Statement of Operations. In addition, fees earned by the Company related to the management of these assets do not change due to changes in the fair value of these investments. Quantitative information about significant internally-priced Level 3 separate account assets is as follows:

Other Invested Assets – Separate account assets include $75.9 million of investments in real estate fund as of June 30, 2012 that are classified as Level 3 and reported at fair value which is determined by the Company’s equity in net assets of the entities. Fair value estimates of real estate are based on property appraisal reports prepared by independent real estate appraisers. Key inputs and assumptions to the appraisal process include rental income and expense amounts, related growth rates, discount rates and capitalization rates. Key unobservable inputs to real estate valuation include capitalization rates, which range from 6.0% to 9.5% (7.53% weighted average) and discount rates, which range from 7.25% to 11.5% (8.51% weighted average).

Transfers between Levels 1 and 2 – During the three and six months ended June 30, 2012, $8.6 million of equity securities, available for sale transferred from Level 1 to Level 2. The assets that transferred were mutual funds that were priced on a net asset value. This transfer was the result of an ongoing monitoring assessment of pricing inputs to ensure appropriateness of the level classification in the fair value hierarchy. On March 31, 2012, and December 31, 2011 no such adjustment was made. There were no transfers between Levels 1 and 2 for the three months and six months ended June 30, 2011.

Changes in Level 3 assets and liabilities – The following tables provide a summary of the changes in fair value of Level 3 assets and liabilities for the three and six months ended June 30, 2012, as well as the portion of gains or losses included in income for the three and six months ended June 30, 2012 attributable to unrealized gains or losses related to those assets and liabilities still held at June 30, 2012.

Notes to Unaudited Interim Consolidated Financial Statements – (Continued)

Transfers – Transfers out of Level 3 were primarily due to the use of observable inputs in valuation methodologies as well as the utilization of pricing service information for certain assets that the Company was able to validate. Transfers into Level 3 were primarily the result of unobservable inputs utilized within valuation methodologies and the use of broker quotes (that could not be validated) when previously, information from third party pricing services (that could be validated) was utilized.

Notes to Unaudited Interim Consolidated Financial Statements – (Continued)

The following tables provide a summary of the changes in fair value of Level 3 assets and liabilities for the three and six months ended June 30, 2011, as well as the portion of gains or losses included in income for the three and six months ended June 30, 2011 attributable to unrealized gains or losses related to those assets and liabilities still held at June 30, 2011.

Notes to Unaudited Interim Consolidated Financial Statements – (Continued)

Transfers – Transfers out of Level 3 for Other Assets totaled $24.7 million for the three months ended June 30, 2011 resulting from the Company’s ongoing monitoring of pricing inputs to ensure appropriateness of the level classification in the fair value hierarchy. In the second quarter of 2011, the pricing and valuation methodology related to an affiliated bond reported within “Other Assets” was re-evaluated and subsequently updated to utilize observable inputs. Other transfers out of Level 3 were primarily due to the use of observable inputs in valuation methodologies as well as the

Notes to Unaudited Interim Consolidated Financial Statements – (Continued)

utilization of pricing service information for certain assets that the Company was able to validate. Transfers into Level 3 were primarily the result of unobservable inputs utilized within valuation methodologies and the use of broker quotes (that could not be validated) when previously, information from third party pricing services (that could be validated) was utilized.

Notes to Unaudited Interim Consolidated Financial Statements – (Continued)

Transfers – As a part of an ongoing monitoring assessment of pricing inputs to ensure appropriateness of the level classification in the fair value hierarchy the Company may reassign level classification from time to time. As a result of such a review, in the first quarter of 2011, it was determined that the pricing inputs for perpetual preferred stocks provided by third party pricing services were primarily based on non-binding broker quotes which could not always be verified against directly observable market information. Consequently, perpetual preferred stocks were transferred into Level 3 within the fair value hierarchy. This represents the majority of the transfers into Level 3 for Equity Securities Available for Sale. Also as a result of such review, in the second quarter of 2011, the pricing and valuation methodology related to an affiliated bond reported in Other Assets totaled $24.7 million was re-evaluated and subsequently updated to utilize observable inputs and transferred out of Level 3. Other transfers into Level 3 were primarily the result of unobservable inputs utilized within valuation methodologies and the use of broker quotes (that could not be validated) when previously, information from third party pricing services (that could be validated) was utilized. Transfers out of Level 3 were primarily due to the use of observable inputs in valuation methodologies as well as the utilization of pricing service information for certain assets that the Company was able to validate.

The table below presents the carrying amount and fair value by fair value hierarchy level of certain financial instruments that are not reported at fair value. However, in some cases, as described below, the carrying amount equals or approximates fair value.

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

The fair value of most commercial mortgage loans is based upon the present value of the expected future cash flows discounted at the appropriate U.S. Treasury rate plus an appropriate credit spread for similar quality loans. The quality ratings for these loans, a primary determinant of the credit spreads and a significant component of the pricing process, are based on an internally-developed methodology. Credit spreads take into account public corporate bond spreads of similar quality and maturity, commercial mortgage-backed security spreads, whole loan spreads and other relevant market information such as spread indications from market participants on new originations, as well as unobservable inputs such as specific adjustments for property types.

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

The Company monitors cash to ensure there is sufficient demand and maintenance of sufficient solvency in the depository institutions. The Company believes that carrying value approximates fair value.

Notes to Unaudited Interim Consolidated Financial Statements – (Continued)

Due to the short term until settlement of accrued investment income, the Company believes that carrying value approximates fair value.

Other assets included in the table above reflect those assets that meet the definition of financial instruments. They include receivables, such as unsettled trades and accounts receivable. The Company believes that carrying value approximates fair value due to the short term until settlement of most of these assets. Also included in other assets is an affiliated note whose fair value is determined in the same manner as the underlying debt described below under “Short-Term and Long-Term Debt.”

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

This represents the collateral received or paid in connection with loaning or borrowing securities, similar to the securities sold under agreement to repurchase below. The Company monitors the market value of the securities loaned on a daily basis with additional collateral obtained as necessary. For these transactions, the carrying value of the related asset/liability approximates fair value as they equal the amount of cash collateral received/paid.

The Company receives collateral for selling securities under agreements to repurchase or pledges collateral under agreements to resell. For securities sold under agreements to repurchase, the market value of the securities to be repurchased is monitored, and additional collateral is obtained where appropriate, to protect against credit exposure. Securities repurchase and resale agreements are also generally short-term in nature, and therefore, the carrying amounts of these instruments approximate fair value.

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

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

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

Equity index options are contracts which will settle in cash based on differentials in the underlying indices at the time of exercise and the strike price. The Company uses combinations of purchases and sales of equity index options to hedge the effects of adverse changes in equity indices within a predetermined range. These hedges do not qualify for hedge accounting.

Notes to Unaudited Interim Consolidated Financial Statements – (Continued)

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

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

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

Credit derivatives are used by the Company to enhance the return on the Company’s investment portfolio by creating credit exposure similar to an investment in public fixed maturity cash instruments. With credit derivatives the Company can sell credit protection on an identified name, or a basket of names in a first to default structure, and in return receive a quarterly premium. With first to default baskets, the premium generally corresponds to a high proportion of the sum of the credit spreads of the names in the basket. If there is an event of default by the referenced name or one of the referenced names in a basket, as defined by the agreement, then the Company is obligated to pay the counterparty the referenced amount of the contract and receive in return the referenced defaulted security or similar security. See credit derivatives written section for discussion of guarantees related to credit derivatives written. In addition to selling credit protection, the Company may purchase credit protection using credit derivatives in order to hedge specific credit exposures in the Company’s investment portfolio.

The Company sells variable annuity contracts that include certain optional living benefit features that are accounted for as embedded derivatives. The Company has reinsurance agreements to transfer the risk related to certain of these embedded derivatives to an affiliate, “Pruco Re”. The embedded derivatives related to the living benefit features and the related reinsurance agreements are carried at fair value. Mark-to-market changes in the fair value of the underlying contractual guarantees are determined using valuation models as described in Note 7, and are recorded in “Realized investment gains (losses), net.”

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

The fair value of the living benefit feature embedded derivatives included in “Future policy benefits” was a liability of $1,088 million and $913 million as of June 30, 2012 and December 31, 2011, respectively. The fair value of the embedded derivatives related to the reinsurance of certain of these benefits to Pruco Re included in “Reinsurance recoverables” was an asset of $1,037 million and $869 million as of June 30, 2012 and December 31, 2011, respectively.

Some of the Company’s universal life products contain a no-lapse guarantee provision that is reinsured with an affiliate, UPARC. The reinsurance agreement contains an embedded derivative related to the interest rate risk of the reinsurance contract. Interest sensitivity can result in mark-to-market changes in the value of the underlying contractual guarantees, as well as actual activity related to premium and benefits. In third quarter 2011, the Company amended this reinsurance agreement resulting in a recapture of a portion of the no-lapse guarantee provision effective July 1, 2011.

Notes to Unaudited Interim Consolidated Financial Statements – (Continued)

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

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

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

Notes to Unaudited Interim Consolidated Financial Statements – (Continued)

For the three and six months ended June 30, 2012, the ineffective portion of derivatives accounted for using hedge accounting was not material to the Company’s results of operations and there were no material amounts reclassified into earnings relating to instances in which the Company discontinued cash flow hedge accounting because the forecasted transaction did not occur by the anticipated date or within the additional time period permitted by the authoritative guidance for the accounting for derivatives and hedging.

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

As of June 30, 2012 the Company did not have any qualifying cash flow hedges of forecasted transactions other than those related to the variability of the payment or receipt of interest or foreign currency amounts on existing financial instruments. The maximum length of time for which these variable cash flows are hedged is 14 years. Income amounts deferred in “Accumulated other comprehensive income (loss)” as a result of cash flow hedges are included in “Net unrealized investment gains (losses)” in the Unaudited Interim Consolidated Statements of Stockholder’s Equity.

The Company wrote credit derivatives under which the Company was obligated to pay the counterparty the referenced amount of the contract and receive in return the defaulted security or similar security. The Company’s maximum amount at risk under these credit derivatives, assuming the value of the underlying referenced securities become worthless, was $0 million and $58 million notional of credit default swap (“CDS”) selling protection with an associated fair value of $0 million, at June 30, 2012 and December 31, 2011, respectively. These credit derivatives generally have maturities of less than 5 years and consist of corporate securities within the finance industry. At December 31, 2011, the underlying credits had an NAIC designation rating of 1.

The Company holds certain externally managed investments in the European market which contain embedded derivatives whose fair value are primarily driven by changes in credit spreads. These investments are medium term notes that are collateralized by investment portfolios primarily consisting of investment grade European fixed income securities, including corporate bonds and asset-backed securities, and derivatives, as well as varying degrees of leverage. The notes have a stated coupon and provide a return based on the performance of the underlying portfolios and the level of leverage. The Company invests in these notes to earn a coupon through maturity, consistent with its investment purpose for other debt securities. The notes are accounted for under U.S. GAAP as available-for-sale fixed maturity securities with bifurcated embedded derivatives (total return swaps). Changes in the value of the fixed maturity securities are reported in Equity under the heading “Accumulated other comprehensive income” and changes in the market value of the embedded total return swaps are included in current period earnings in “Realized investment gains (losses), net.” The Company’s maximum exposure to loss from these interests was $63 million and $85 million at June 30, 2012 and December 31, 2011, respectively. The fair value of the embedded derivatives included in “Fixed maturities, available-for-sale” was a liability of $24 million and $35 million at June 30, 2012 and December 31, 2011, respectively.

In addition to writing credit protection, the Company has purchased credit protection using credit derivatives in order to hedge specific credit exposures in the Company’s investment portfolio. As of June 30, 2012 and December 31, 2011, the Company had $14 million and $15 million of outstanding notional amounts, respectively, reported at fair value as a liability of less than $1 million, respectively.

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

The Company has credit risk exposure to an affiliate, Prudential Global Funding, LLC or “PGF”, related to its OTC derivative transactions. PGF manages credit risk with external counterparties by entering into derivative transactions with highly rated major international financial institutions and other creditworthy counterparties, and by obtaining collateral where appropriate, see Note 8.

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

Notes to Unaudited Interim Consolidated Financial Statements – (Continued)

6. COMMITMENTS, CONTINGENT LIABILITIES AND LITIGATION AND REGULATORY MATTERS

The Company has made commitments to fund $84 million of commercial loans as of June 30, 2012. The Company also made commitments to purchase or fund investments, mostly private fixed maturities, of $83 million as of June 30, 2012.

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

The Company is subject to the laws and regulations of states and other jurisdictions concerning the identification, reporting and escheatment of unclaimed or abandoned funds, and is subject to audit and examination for compliance with these requirements. For additional discussion of these matters, see “Litigation and Regulatory Matters” below.

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

The Company is subject to legal and regulatory actions in the ordinary course of its business. Pending legal and regulatory actions include proceedings specific to the Company and proceedings generally applicable to business practices in the industry in which it operates. The Company is subject to class action lawsuits and other litigation involving a variety of issues and allegations involving sales practices, claims payments and procedures, premium charges, policy servicing and breach of fiduciary duty to customers. The Company is also subject to litigation arising out of its general business activities, such as its investments, contracts, leases and labor and employment relationships, including claims of discrimination and harassment, and could be exposed to claims or litigation concerning certain business or process patents. In some of the pending legal and regulatory actions, plaintiffs are seeking large and/or indeterminate amounts, including punitive or exemplary damages. In addition, the Company, along with other participants in the businesses in which it engages, may be subject from time to time to investigations, examinations and inquiries, in some cases industry-wide, concerning issues or matters upon which such regulators have determined to focus. In some of the Company’s pending legal and regulatory actions, parties are seeking large and/or indeterminate amounts, including punitive or exemplary damages. The outcome of litigation or a regulatory matter, and the amount or range of potential loss at any particular time, is often inherently uncertain. The following is a summary of certain pending proceedings.

We establish reserves for litigation and regulatory matters when it is probable that a loss has been incurred and the amount of that loss can be reasonably estimated. For litigation and regulatory matters where a loss may be reasonably possible, but not probable, no reserve is established. For other litigation and regulatory matters, including matters discussed below, we currently do not have sufficient information to determine whether or not there is a reasonably possible loss. We review relevant information with respect to these litigation and regulatory matters on a quarterly and annual basis and update our reserves, disclosures and estimates of reasonably possible loss based on such reviews.

In March 2012, a qui tam action on behalf of the State of Minnesota, Total Asset Recovery v. MetLife Inc., et al., Prudential Financial Inc., The Prudential Insurance Company of America and Prudential Holdings, Inc., filed in the Fourth Judicial District, Hennepin County, in the State of Minnesota was served on the Company. The complaint alleges that the Company failed to escheat life insurance proceeds to the State of Minnesota in violation of the Minnesota False Claims Act and seeks injunctive relief, compensatory damages, civil penalties, treble damages, prejudgment interest, attorneys’ fees and costs. In June 2012, the company filed a motion to dismiss the complaint.

In January 2012, a qui tam action on behalf of the State of Illinois, Total Asset Recovery Services v. Met Life Inc, et al., Prudential Financial, Inc., The Prudential Insurance Company of America, and Prudential Holdings, LLC, filed in the Circuit Court of Cook County, Illinois, was served on the Company. The complaint alleges that the Company failed to escheat life insurance proceeds to the State of Illinois in violation of the Illinois False Claims Whistleblower Reward and Protection Act and seeks injunctive relief, compensatory damages, civil penalties, treble damages, prejudgment interest, attorneys’ fees and costs. In April, 2012, the Company filed a motion to dismiss the complaint.

In January 2012, a Global Resolution Agreement entered into by the Company and a third party auditor became effective upon its acceptance by the unclaimed property departments of 20 states and jurisdictions. Under the terms of the Global Resolution Agreement, the third party auditor acting on behalf of the signatory states will compare expanded matching criteria to the Social Security Master Death File (“SSMDF”) to identify deceased

Notes to Unaudited Interim Consolidated Financial Statements – (Continued)

insureds and contract holders where a valid claim has not been made. In February 2012, a Regulatory Settlement Agreement entered into by the Company to resolve a multi-state market conduct examination regarding its adherence to state claim settlement practices became effective upon its acceptance by the insurance departments of 20 states and jurisdictions. The Regulatory Settlement Agreement applies prospectively and requires the Company to adopt and implement additional procedures comparing its records to the SSMDF to identify unclaimed death benefits and prescribes procedures for identifying and locating beneficiaries once deaths are identified. Other jurisdictions that are not signatories to the Regulatory Settlement Agreement are considering proposals that would apply prospectively and require life insurance companies to take additional steps to identify unreported deceased policy and contract holders. These prospective changes and any escheatable property identified as a result of the audits and inquiries could result in: (1) additional payments of previously unclaimed death benefits; (2) the payment of abandoned funds to U.S. jurisdictions; and (3) changes in the Company’s practices and procedures for the identification of escheatable funds and beneficiaries, which would impact claim payments and reserves, among other consequences.

The Company is one of several companies subpoenaed by the New York Attorney General regarding its unclaimed property procedures. Additionally, the New York Department of Financial Services (“NYDFS”) has requested that 172 life insurers (including the Company) provide data to the NYDFS regarding use of the SSMDF. The New York Office of Unclaimed Funds recently notified the Company that it intends to conduct an audit of the Company’s compliance with New York’s unclaimed property laws. The Minnesota Attorney General has also requested information regarding the Company’s use of the SSMDF and its claim handling procedures and the Company is one of several companies subpoenaed by the Minnesota Department of Commerce, Insurance Division. In February 2012, the Massachusetts Office of the Attorney General requested information regarding the Company’s unclaimed property procedures.

In December 2010, a purported state-wide class action complaint, Phillips v. Prudential Financial, Inc., was filed in the Circuit Court of the First Judicial Circuit, Williamson County, Illinois. The complaint makes claims of breach of contract, breaches of fiduciary duty, and violation of Illinois law on behalf of a class of Illinois residents whose death benefits were settled by retained assets accounts and seeks damages and disgorgement of profits. In January 2011, the case was removed to the United States District Court for the Southern District of Illinois. In March 2011, the complaint was amended to drop Prudential Financial as a defendant and add the Company as a defendant. The matter is now captioned Phillips v. Prudential Insurance and Pruco Life Insurance Company. In April 2011, a motion to dismiss the amended complaint was filed. In November 2011, the complaint was dismissed and the dismissal appealed in December 2011.

In July 2010, the Company, along with other life insurance industry participants, received a formal request for information from the State of New York Attorney General’s Office in connection with its investigation into industry practices relating to the use of retained asset accounts. In August 2010, the Company received a similar request for information from the State of Connecticut Attorney General’s Office. The Company is cooperating with these investigations. The Company has also been contacted by state insurance regulators and other governmental entities, including the U.S. Department of Veterans Affairs and Congressional committees regarding retained asset accounts. These matters may result in additional investigations, information requests, claims, hearings, litigation, adverse publicity and potential changes to business practices.

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

The Company participates in reinsurance with its affiliates Prudential Insurance, Prudential of Taiwan, Prudential Arizona Reinsurance Captive Company, or (“PARCC”), Universal Prudential Arizona Reinsurance Company, or (“UPARC”), Prudential Arizona Reinsurance Universal Company, or (“PAR U”), Pruco Re, Prudential Arizona Reinsurance III Company, or (“PAR III”), and Prudential Arizona Reinsurance Term Company, or (“PAR TERM”), in order to provide risk diversification, additional capacity for future growth and limit the maximum net loss potential. Life reinsurance is accomplished through various plans of reinsurance, primarily yearly renewable term and coinsurance. Reinsurance ceded arrangements do not discharge the Company as the primary insurer. Ceded balances would represent a liability of the Company in the event the reinsurers were unable to meet their obligations to the Company under the terms of the reinsurance agreements. The Company believes a material reinsurance liability resulting from such inability of reinsurers to meet their obligations is unlikely.

Subsequent to June 30,2012, the Company recaptured the business reinsured with PAR III, and immediately reinsured the business with PARCC.

The Company has entered into various reinsurance agreements with an affiliate, Pruco Re, to reinsure its living benefit features sold on certain of its annuities as part of its risk management and capital management strategies. For additional details on these agreements, see Note 8.

Reinsurance premiums, commissions, expense reimbursements, benefits and reserves related to reinsured long-duration contracts are accounted for using assumptions consistent with those used to account for the underlying contracts. Amounts recoverable from reinsurers, for long duration reinsurance arrangements, are estimated in a manner consistent with the claim liabilities and policy benefits associated with the reinsured policies. The affiliated reinsurance agreements are described further in Note 8.

Notes to Unaudited Interim Consolidated Financial Statements – (Continued)

Reinsurance amounts included in the Company’s Unaudited Interim Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and six months ended June 30, 2012 and 2011 are as follows:

Reinsurance premiums ceded for interest-sensitive life products are accounted for as a reduction of policy charges and fee income. Reinsurance premiums ceded for term insurance products are accounted for as a reduction of premiums.

Realized investment gains and losses include the impact of reinsurance agreements that are accounted for as embedded derivatives. Changes in the fair value of the embedded derivatives are recognized through “Realized investment gains (losses).” The Company has entered into reinsurance agreements to transfer the risk related to certain living benefit options on variable annuities to Pruco Re. The Company also entered into an agreement with UPARC (See Note 8) to reinsure a portion of the no-lapse guarantee provision on certain universal life products. These reinsurance agreements are derivatives and have been accounted for in the same manner as an embedded derivative. See Note 5 for additional information related to the accounting for embedded derivatives.

Reinsurance recoverables included in the Company’s Unaudited Interim Consolidated Statements of Financial Position as of June 30, 2012 and December 31, 2011 were as follows:

Substantially all reinsurance contracts are with affiliates as of June 30, 2012 and December 31, 2011. These contracts are described further in Note 8.

The gross and net amounts of life insurance face amount in force as of June 30, 2012 and 2011 were as follows:

Notes to Unaudited Interim Consolidated Financial Statements – (Continued)

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

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

The Company’s general and administrative expenses are charged to the Company using allocation methodologies based on business production processes. Management believes that the methodology is reasonable and reflects costs incurred by Prudential Insurance to process transactions on behalf of the Company. The Company operates under service and lease agreements whereby services of officers and employees, supplies, use of equipment and office space are provided by Prudential Insurance. The Company reviews its allocation methodology periodically which it may adjust accordingly. General and administrative expenses also include allocations of stock compensation expenses related to a stock option program and a deferred compensation program issued by Prudential Financial. The expense charged to the Company for the stock option program was less than $1 million for the second quarter of 2012 and 2011, and for the first six months of 2012 and 2011. The expense charged to the Company for the deferred compensation program was $1 million and $2 million for the second quarter of 2012 and 2011, respectively; and $3 million and $4 million for the first six months of 2012 and 2011, respectively.

The Company is charged for its share of employee benefits expenses. These expenses include costs for funded and non-funded contributory and non-contributory defined benefit pension plans. Some of these benefits are based on final group earnings and length of service while others are based on an account balance, which takes into consideration age, service and earnings during career. The Company’s share of net expense for the pension plans was $4 million and $5 million for the second quarter of 2012 and 2011, respectively; and $9 million for the first six months of 2012 and 2011.

Prudential Insurance sponsors voluntary savings plans for its employees (401(k) plans). The plans provide for salary reduction contributions by employees and matching contributions by the Company of up to 4% of annual salary. The Company’s expense for its share of the voluntary savings plan was $2 million in the second quarter of 2012 and 2011, and $4 million for the first six months of 2012 and 2011.

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

The Company has sold four Corporate Owned Life Insurance or, “COLI,” policies to Prudential Insurance, and one to Prudential Financial. The cash surrender value included in separate accounts for these COLI policies was $2,248 million at June 30, 2012 and $2,134 million at December 31, 2011. Fees related to these COLI policies were $8 million for the second quarter of 2012 and 2011, and $17 million and $20 million for the first six months of 2012 and 2011, respectively. The Company retains the majority of the mortality risk associated with these COLI policies.

Through June 30, 2011 the Company, excluding its subsidiaries, reinsured its universal protector policies having no-lapse guarantees with an affiliated company, UPARC. UPARC reinsured an amount equal to 90% of the net amount at risk related to the first $1 million in face amount plus 100% of the net amount at risk related to the face amount in excess of $1 million as well as 100% of the risk of uncollectible policy charges and fees associated with the no-lapse guarantee provision of these policies.

Effective July 1, 2011, the agreement between the Company and UPARC to reinsure its universal protector policies having no-lapse guarantees was amended for policies with effective dates prior to January 1, 2011. Under the amended agreement, UPARC reinsures an amount equal to 27% of the net amount at risk related to the first $1 million in face amount plus 30% of the net amount at risk related to the face amount in excess of $1 million as well as 30% of the risk of uncollectible policy charges and fees associated with the no-lapse guarantee provision of these policies. Policies with effective dates January 1, 2011 or later are reinsured with UPARC under the terms described in the previous paragraph. The settlement of the recapture premium occurred on October 31, 2011. As a result, the recapture premium was treated as if settled on the effective date and adjusted for the time elapsed between this date and the settlement date. This adjustment was equal to the earned interest and changes in market values from the effective date through settlement date related to fixed maturity securities from an asset portfolio within UPARC. The Company is not relieved of its primary obligation to the policyholder as a result of these reinsurance transactions.

The portion of this reinsurance contract related to mortality is accounted for as reinsurance. Reinsurance recoverables related to this reinsurance agreement were $25 million and $21 as of June 30, 2012 and December 31, 2011, respectively. Fees ceded to UPARC in the second quarter of 2012 and 2011 were $10 million and $24 million, respectively; and $18 million and $41 million in the first six months of 2012 and 2011, respectively. Benefits ceded to UPARC in the second quarter of 2012 and 2011 were $7 million, and $10 million, respectively; and $10 million and $29 million in the first six months of 2012 and 2011, respectively. The portion of this reinsurance contract related to the no lapse guarantee provision is accounted for as an embedded derivative. Realized gains (losses) on the no lapse guarantee embedded derivative were $(4) million for the second quarter of 2012 and 2011; and $(7) million for the first six months of 2012 and 2011.

Notes to Unaudited Interim Consolidated Financial Statements – (Continued)

Effective July 1, 2011, the Company, excluding its subsidiaries, entered into an automatic coinsurance agreement with PAR U, an affiliated company, to reinsure an amount equal to 70% of all the risks associated with its universal protector policies having no lapse guarantees as well as its universal plus policies, with effective dates prior to January 1, 2011. The Company is not relieved of its primary obligation to the policyholder as a result of this agreement. Under this agreement, an initial reinsurance premium of $2,447 million less a ceding allowance of $1,439 million, was paid to PAR U. Consideration for the amount due to PAR U was transferred on October 31, 2011 and was treated as if settled on the effective date of the coinsurance agreement. The time elapsed between the effective date and the settlement date resulted in a derivative equal to the earned interest and changes in market values from the effective date through settlement date related to fixed maturity securities from both an asset portfolio within the Company, as well as an asset portfolio within UPARC.

Amounts included in the Company’s Unaudited Interim Consolidated Statements of Financial Position at June 30, 2012 and December 31, 2011 were as follows:

Reinsurance amounts included in the Company’s Unaudited Interim Consolidated Statements of Operations and Comprehensive Income (Loss) in the three and six months ended June 30, 2012 are as follows:

The Company reinsures 90% of the risk under its term life insurance policies, with effective dates prior to January 1, 2010, exclusive of My Term, ROP Term Life issued through its life insurance subsidiary, and those reinsured by PAR III (see below) through an automatic coinsurance agreement with PARCC. The Company is not relieved of its primary obligation to the policyholder as a result of this agreement. Reinsurance recoverables related to this agreement were $2,175 million and $2,064 million as of June 30, 2012 and December 31, 2011, respectively. Premiums ceded to PARCC in the second quarter of 2012 and 2011 were $172 million and $183 million, respectively; and $345 million and $366 million for the first six months of 2012 and 2011, respectively. Benefits ceded to PARCC in the second quarter of 2012 and 2011 were $121 million and $98 million, respectively; and $221 million and $204 million for the first six months of 2012 and 2011, respectively. Reinsurance expense allowances, net of capitalization and amortization were $35 million and $30 million for the second quarter of 2012 and 2011, respectively; and $70 million and $69 million for the first six months of 2012 and 2011, respectively.

Subsequent to June 30, 2012, the agreement between the Company and PARCC was amended to include reinsurance of business previously reinsured with PAR III. As a result of this amendment, the Company now also reinsures 90% of the risk under its ROP term life insurance policies with effective dates in 2009 through an automatic coinsurance agreement with PARCC. The Company is not relieved of its primary obligation to the policyholder as a result of this amendment to the agreement.

The Company reinsures 95% of the risk under its term life insurance policies with effective dates on or after January 1, 2010, exclusive of My Term, through an automatic coinsurance agreement with PAR TERM. The Company is not relieved of its primary obligation to the policyholder as a result of this agreement. Reinsurance recoverables related to this agreement were $379 million and $248 million as of June 30, 2012 and December 31, 2011, respectively. Premiums ceded to PAR TERM were $92 million and $58 million, for the second quarter of 2012 and 2011, respectively; and

Notes to Unaudited Interim Consolidated Financial Statements – (Continued)

$178 million and $109 million for the first six months of 2012 and 2011, respectively. Benefits ceded to PAR TERM were $19 million and $5 million for the second quarter of 2012 and 2011, respectively; and $49 million and $10 million for the first six months of 2012 and 2011, respectively. Reinsurance expense allowances, net of capitalization and amortization were $18 million and $7 million for the second quarter of 2012 and 2011, respectively; and $35 million and $17 million for the first six months of 2012 and 2011, respectively.

The Company, excluding its subsidiaries, reinsures 90% of the risk under its ROP term life insurance policies with effective dates in 2009 through an automatic coinsurance agreement with PAR III. The Company is not relieved of its primary obligation to the policyholder as a result of this agreement. Reinsurance recoverables related to this agreement were $7 million and $8 million as of June 30, 2012 and December 31, 2011, respectively. Premiums ceded to PAR III were $1 million for the second quarter of 2012 and 2011; and $1 million and $2 million for the first six months of 2012 and 2011, respectively. Benefits ceded to PAR III were less than $1 million for the second quarter of 2012 and 2011; and less than $1 million for the first six months of 2012 and 2011. Reinsurance expense allowances, net of capitalization and amortization were less than $1 million for the second quarter of 2012 and 2011; and less than $1 million for the first six months of 2012 and 2011.

Subsequent to June 30, 2012, the agreement between the Company and PAR III was amended to recapture the business covered under the agreement. Upon recapture the business was immediately reinsured with PARCC as discussed above.

The Company has a yearly renewable term reinsurance agreement with Prudential Insurance and reinsures the majority of all mortality risks not otherwise reinsured. Effective July 1, 2011, the Company recaptured a portion of this reinsurance agreement related to its universal policies having effective dates prior to January 1, 2011. The Company now reinsures these risks with PAR U as discussed above. Reinsurance recoverables related to this agreement were $197 million and $173 million as of June 30, 2012 and December 31, 2011, respectively. Premiums and fees ceded to Prudential Insurance in the second quarter of 2012 and 2011 were $59 million and $62 million, respectively; and $112 million and $115 million for the first six months of 2012 and 2011, respectively. Benefits ceded to Prudential in the second quarter of 2012 and 2011 were $83 million and $47 million, respectively; and $130 million and $116 million for the first six months of 2012 and 2011, respectively. The Company is not relieved of its primary obligation to the policyholder as a result of these agreements.

The Company has reinsured a group annuity contract with Prudential Insurance, in consideration for a single premium payment by the Company, providing reinsurance equal to 100% of all payments due under the contract. The Company is not relieved of its primary obligation to the policyholders as a result of this agreement. Reinsurance recoverables related to this agreement were $6 million and $7 million as of June 30, 2012 and December 31, 2011. Benefits ceded were less than $1 million for the second quarter of 2012 and 2011; and $1 million for the first six months of 2012 and 2011.

The Company uses reinsurance as part of its risk management and capital management strategies for certain of its optional living benefit features. The following table provides information relating to fees ceded to Pruco Re under these agreements which are included in “Realized investment (losses) gains, net” on the Unaudited Interim Consolidated Statement of Operations and Comprehensive Income for the dates indicated.

Notes to Unaudited Interim Consolidated Financial Statements – (Continued)

The Company’s reinsurance recoverables related to the above product reinsurance agreements were $1,037 million and $869 million as of June 30, 2012 and December 31, 2011, respectively. Realized gains (losses) ceded were $588 million and $40 million for the second quarter of 2012 and 2011, respectively; and $(33) million and $(239) million for the first six months of 2012 and 2011, respectively. Changes in realized gains (losses) for the second quarter of 2012 and 2011 were primarily due to changes in market conditions in the period. The asset is reflected in “Reinsurance recoverables” in the Company’s Unaudited Interim Consolidated Statements of Financial Position.

On January 31, 2001, the Company transferred all of its assets and liabilities associated with its Taiwan branch, including its Taiwan insurance book of business, to an affiliate, Prudential Life Insurance Company of Taiwan Inc. (“Prudential of Taiwan”).

The mechanism used to transfer this block of business in Taiwan is referred to as a “full acquisition and assumption” transaction. Under this mechanism, the Company is jointly liable with Prudential of Taiwan for two years from the giving of notice to all obligees for all matured obligations and for two years after the maturity date of not-yet-matured obligations. Prudential of Taiwan is also contractually liable, under indemnification provisions of the transaction, for any liabilities that may be asserted against the Company.

The transfer of the insurance related assets and liabilities was accounted for as a long-duration coinsurance transaction under accounting principles generally accepted in the United States. Under this accounting treatment, the insurance related liabilities remain on the books of the Company and an offsetting reinsurance recoverable is established. These assets and liabilities are denominated in US dollars.

Affiliated premiums ceded from the Taiwan coinsurance agreement were $18 million and $19 million for the second quarter of 2012 and 2011, respectively; and $34 million and $35 million for the first six months of 2012 and 2011, respectively. Affiliated benefits ceded were $6 million in the second quarter of 2012 and 2011, and $12 million and $11 million for the first six months of 2012 and 2011, respectively.

Reinsurance recoverables related to the Taiwan coinsurance agreement were $1,046 million and $984 million at June 30, 2012 and December 31, 2011, respectively.

In 2009 when implementing a revision to the reinsurance treaties with PARCC, PAR TERM and PAR III, modifications were made affecting premiums. The related impact on the deferral of ceded reinsurance expense allowance did not reflect this change resulting in the understatement of deferred reinsurance expense allowances. During second quarter 2011, the Company recorded the correction, charging $13 million to net DAC amortization which represented the cumulative impact of this change. These adjustments are not material to any previously reported quarterly or annual financial statements.

The Company participates in a revenue sharing agreement with AST Investment Services, Inc., formerly known as American Skandia Investment Services, Inc, whereby the Company receives fee income calculated on contractholder separate account balances invested in the Advanced Series Trust, formerly known as American Skandia Trust. Income received from AST Investment Services, Inc. related to this agreement was $53 million and $38 million for the three months ended June 30, 2012 and 2011, respectively, and $101 million and $69 million for the six months ended June 30, 2012 and 2011, respectively. These revenues are recorded as “Asset administration fees” in the Unaudited Interim Consolidated Statements of Operations and Comprehensive Income (Loss).

The Company participates in a revenue sharing agreement with Prudential Investments LLC, whereby the Company receives fee income from policyholders’ account balances invested in The Prudential Series Fund (“PSF”). Income received from Prudential Investments LLC, related to this agreement was $3 million for both the three months ended June 30, 2012 and 2011, and $5 million and $6 million for the six months ended June 30, 2012 and 2011, respectively. These revenues are recorded as “Asset administration fees” in the Unaudited Interim Consolidated Statements of Operations and Comprehensive Income (Loss).

Notes to Unaudited Interim Consolidated Financial Statements – (Continued)

In December 2010, the Company purchased fixed maturity securities from affiliated companies, Prudential Annuities Life Assurance Corporation (“PALAC”) and Pruco Re. The securities were purchased from PALAC, at a fair market value of $292 million, and were recorded net of OCI at an amortized cost of $257 million. The securities were purchased from Pruco Re, at a fair market value of $81 million, and were recorded net of OCI at an amortized cost of $76 million. The difference between fair market value and book value of these transfers was accounted for as a net decrease of $40 million to additional paid-in capital in 2010. During first quarter 2011, the Company recorded an out of period adjustment that reclassified the $40 million difference between book value and fair market value from additional paid-in capital to retained earnings. As part of this adjustment, a $14 million reduction to the deferred tax liability was recorded with an offset also reflected in retained earnings to record the tax effect of this activity. These adjustments were not material to any previously reported quarterly or annual financial statements.

In October 2011, the Company received fixed maturity securities from UPARC, an affiliated company, as consideration for the recapture of previously ceded business. The fair market value of the assets transferred to the Company was $350 million. The time elapsed between the effective date and the settlement date of the coinsurance agreement with PAR U resulted in a derivative gain of $37 million reflecting changes in market values of the consideration from the effective date through settlement date.

In October 2011, the Company transferred fixed maturity securities to PAR U, an affiliated company, as consideration for the coinsurance agreement with this affiliate. These securities had an amortized cost of $943 million and a fair market value of $1,006 million. The net difference between amortized cost and the fair value was $63 million and was recorded as a realized investment gain on the Company’s financial statements. The time elapsed between the effective date and the settlement date of the coinsurance agreement with PAR U resulted in a derivative loss of $61 million reflecting changes in market values of the consideration from the effective date through settlement date.

In October 2011, the Company sold fixed maturity securities to PAR U, an affiliated company. These securities had an amortized cost of $84 million and a fair market value of $92 million. The net difference between amortized cost and fair market value was $8 million and was accounted for as a realized investment gain on the Company’s financial statements.

In November 2011, the Company sold fixed maturity securities to its ultimate parent company, Prudential Financial, Inc. These securities had an amortized cost of $41 million and a fair market value of $45 million. The difference between amortized cost and fair market was accounted for as an increase of $3 million to additional paid-in capital, net of taxes in 2011.

In December 2011, the Company sold commercial loan securities to its parent company, Prudential Insurance. These loans had an amortized cost of $19 million and a fair market value of $21 million. The difference between amortized cost and fair market value was accounted for as an increase of $1 million to additional paid-in capital, net of taxes in 2011.

In December 2011, the Company sold fixed maturity securities to PARCC, an affiliated company. These securities had an amortized cost of $36 million and a fair market value of $38 million. The net difference between amortized cost and fair value was $2 million and was accounted for as a realized investment gain on the Company’s financial statements.

In April 2012, the Company purchased fixed maturity securities from its parent company, Prudential Insurance. These securities had an amortized cost of $2 million and a fair market value of $3 million. The difference between amortized cost and fair market value was accounted for as a decrease of less than $1 million to additional paid-in capital, net of taxes in 2012.

In April 2012, the Company purchased fixed maturity securities from its ultimate parent company, Prudential Financial, Inc. These securities had an amortized cost of $25 million and fair market value of $28 million. The difference between amortized cost and fair market value was accounted for as a decrease of $2 million to additional paid-in capital, net of taxes, in 2012.

In June 2012, the Company purchased fixed maturity securities from its parent company, Prudential Insurance. These securities had an amortized cost of $74 million and a fair market value of $91 million. The difference between amortized cost and fair market value was accounted for as a decrease of $11 million to additional paid-in capital, net of taxes in 2012.

The Company is authorized to borrow funds up to $2.2 billion from affiliates to meet its capital and other funding needs. As of June 30, 2012, the Company had $193 million of short-term debt outstanding, including $114 million with Prudential Financial and $79 million with Prudential Funding, LLC. As of December 31, 2011, the Company had $129 million of short-term debt outstanding, including $114 million with Prudential Financial and $15 million with Prudential Funding, LLC. Total interest expense on short-term affiliated debt to the Company was $0.3 million and $0.1 million for the three months ended June 30, 2012 and 2011, respectively, and $0.5 million and $0.2 million for the six months ended June 30, 2012 and 2011, respectively.

On December 20, 2010, the Company borrowed $650 million from Prudential Insurance. This loan has a fixed interest rate of 3.47% and matures on December 21, 2015. Total interest expense on this affiliated long-term debt was $5.6 million for both the three months ended June 30, 2012 and 2011, respectively, and $11.3 million for both the six months ended June 30, 2012 and 2011, respectively.

On November 15, 2010, the Company borrowed $245 million from Prudential Financial. This loan has a fixed interest rate of 3.01% and matures on November 13, 2015. On December 15, 2011, the Company repaid $179 million to Prudential Financial as a partial repayment for the $245 million

Notes to Unaudited Interim Consolidated Financial Statements – (Continued)

borrowing. The outstanding principal related to this loan was $66 million at June 30, 2012. Total interest expense on this affiliated long-term debt was $0.5 million and $1.8 million for the three months ended June 30, 2012 and 2011 respectively and $1 million and $3.7 million for the six months ended June 30, 2012 and 2011, respectively.

On June 20, 2011, the Company entered into a series of five $50 million borrowings with Prudential Financial, totaling $250 million. The loans have fixed interest rates ranging from 1.08 % to 3.17% and maturity dates staggered one year apart, from June 19, 2012 to June 19, 2016. On June 19, 2012 one of these borrowings became current and is now classified as short-term debt on The Unaudited Interim Consolidated Statements of Financial Position as of June 30, 2012. On June 19, 2012 another of these borrowings was repaid in the amount of $50 million. Total interest expense on this affiliated long-term debt was $0.8 million and $2 million for the three and six months ended June 30, 2012.

On December 15, 2011, the Company entered into a series of four $53 million borrowings and on December 16, 2011 four $11 million borrowings with Prudential Financial, totaling $256 million. The loans have fixed interest rates ranging from 2.65% to 3.61% and maturity dates staggered one year apart, from December 16, 2013 to December 16, 2016. Total interest expense on this affiliated long-term debt was $1.7 million and $4 million for the three and six months ended June 30, 2012, respectively.

On June 20, 2012, the Company entered into a series of four $79 million borrowings with Washington Street Investment, totaling $316 million. The loans have fixed interest rates ranging from 2.06% to 3.02% and maturity dates staggered one year apart, from June 15, 2014 to June 15, 2017. Total interest expense on this affiliated long-term debt was $0.2 million for both the three and six months ended June 30, 2012.

In the ordinary course of business, the Company enters into over-the-counter (“OTC”) derivative contracts with an affiliate, Prudential Global Funding, LLC. For these OTC derivative contracts, Prudential Global Funding, LLC has a substantially equal and offsetting position with external counterparties.

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

This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A,”) addresses the financial condition of Pruco Life Insurance Company, or the “Company,” as of June 30, 2012, compared with December 31, 2011, and its consolidated results of operations for the three and six months ended June 30, 2012 and 2011. You should read the following analysis of our consolidated financial condition and results of operations in conjunction with the MD&A, the “Risk Factors” section, the statements under “Forward-Looking Statements” and the audited Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K and Form 10-K/A for the year ended December 31, 2011, as well as the statements under “Forward-Looking Statements” and the Unaudited Interim Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q.

The Company sells variable and fixed annuities, universal life insurance, variable life insurance and term life insurance primarily through third party distributors in the United States. These markets are subject to regulatory oversight with particular emphasis placed on company solvency and sales practices. These markets are also subject to increasing competitive pressure, as the legal barriers that have historically segregated the markets of the financial services industry have been changed. Regulatory changes have opened the insurance industry to competition from other financial institutions, particularly banks and mutual funds that are positioned to deliver competing investment products through large, stable distribution channels. The Company also had marketed individual life insurance through its branch office in Taiwan. All insurance activity of the Taiwan branch has been ceded to an affiliate and the related assets and liabilities continue to be reflected in the Company’s statements of financial position.

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

The Company offers variable annuities that provide our customers with tax-deferred asset accumulation together with a base death benefit and a suite of optional guaranteed death and living benefits. The benefit features contractually guarantee the contractholder a return of no less than (1) total deposits made to the contract less any partial withdrawals (“return of net deposits”), (2) total deposits made to the contract less any partial withdrawals plus a minimum return (“minimum return”), and/or (3) the highest contract value on a specified date minus any withdrawals (“contract value”). These guarantees may include benefits that are payable in the event of death, annuitization or at specified dates during the accumulation period and withdrawal and income benefits payable during specified periods. Our latest optional living benefits guarantee, among other features, the ability to make withdrawals based on the highest daily contract value plus a minimum return, credited for a period of time. This highest daily guaranteed contract value is a notional amount that forms the basis for determination of periodic withdrawals for the life of the contractholder, and cannot be accessed as a lump-sum surrender value.

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

The primary risk exposures of our variable annuity contracts relate to actual deviations from, or changes to, the assumptions used in the original pricing of these products, including equity market returns, interest rates, market volatility, timing of annuitization and withdrawals, contract lapses and contractholder mortality. The rate of return we realize from our variable annuity contracts will vary based on the extent of the differences between our actual experience and the assumptions used in the original pricing of these products. As part of our risk management strategy we hedge or limit our exposure to certain of these risks primarily through a combination of product design elements, such as an asset transfer feature, externally purchased hedging instruments and affiliated reinsurance arrangements with Pruco Re. Our returns can also vary by contract based on our risk management strategy, including the impact of any capital markets movements that we may hedge in Pruco Re, the impact on that portion of our variable annuity contracts that benefit from the asset transfer feature and the impact of risks we have deemed suitable to retain and the impact of risks that are not able to be hedged.

As of June 30, 2012, approximately $54.1 billion or 87% of total variable annuity account values contain a living benefit feature, compared to approximately $44.0 billion or 86% as of December 31, 2011. As of June 30, 2012, approximately $49.7 billion or 92% of variable annuity account values with living benefit features included an asset transfer feature in the product design, compared to approximately $39.6 billion or 90% as of December 31, 2011. The increase in account values with living benefits and the asset transfer feature reflects the impact of new business sales. The asset transfer feature, included in the design of certain optional living benefits, transfers assets between certain variable investments selected by the annuity contractholder and, depending on the benefit feature, a fixed rate account in the general account or a bond portfolio within the separate account. The asset transfer feature associated with currently-sold benefit features transfers assets between certain variable investments selected by the annuity contractholder and a designated bond portfolio within the separate account. Therefore, it occurs at the contractholder level rather than at the fund level. The transfers are based on the static mathematical formula used with the particular optional benefit which considers a number of factors, including the impact of investment performance on the contractholders’ total account value. In general, negative investment performance may result in transfers to either a fixed rate account in the general account or a bond portfolio within the separate account, and positive investment performance may result in transfers to contractholder-selected variable investments. Overall, the asset transfer feature helps to mitigate our exposure to equity market risk and market volatility. Beginning in 2009, our offerings of optional living benefit features associated with currently-sold variable annuity products all include an asset transfer feature, and in 2009 we discontinued any new sales of optional living benefit features without an asset transfer feature. Other product design elements we utilize for certain products to manage these risks include asset allocation restrictions and minimum issuance age requirements.

As mentioned above, in addition to our asset transfer feature, we also manage certain risks associated with our variable annuity products through hedging programs and affiliated reinsurance agreements. Primarily in the reinsurance affiliate, interest rate swaps, swaptions, floors and caps as well as equity options and futures are purchased to hedge certain living benefit features accounted for as embedded derivatives against changes in interest rates, equity markets and market volatility. Historically, our hedging strategy sought to generally match certain capital market sensitivities of the embedded derivative liability as defined by accounting principles generally accepted in the United States of America (“U.S. GAAP”), excluding the impact of the market-perceived risk of our own non-performance, with capital market derivatives and options. In the third quarter of 2010, the hedging strategy was revised as, management of the Company and the reinsurance affiliate do not believe that the U.S. GAAP value of the embedded derivative liability is an appropriate measure for determining the hedge target. The hedge target is grounded in a U.S. GAAP/capital markets valuation framework but incorporates two modifications to the U.S. GAAP valuation assumptions. A credit spread is added to the U.S. GAAP risk-free rate of return assumption used to estimate future growth of bond investments in the customer separate account funds to account for the fact that the underlying customer separate account funds which support these living benefits are invested in assets that contain risk. The volatility assumption is also adjusted to remove certain risk margins embedded in the value of the embedded derivative liability under U.S. GAAP, as we believe the increase in the liability driven by these margins is temporary and does reflect the economic value of the liability. In addition, management of the Company and reinsurance affiliate evaluate hedge levels versus the target given the overall capital considerations of our ultimate parent Company, Prudential Financial Inc. and its subsidiaries, and prevailing capital market conditions, and may decide to temporarily hedge to an amount that differs from the hedge target definition.

The hedging strategy also includes a program managed at the Prudential Financial parent company level that more broadly addresses equity market exposure of the overall statutory capital of Prudential Financial as a whole, under stress scenarios. The company owns a portion of the derivatives related to the program. The program focuses on tail risk in order to protect statutory capital in a cost-effective manner under stress scenarios. Prudential Financial assesses the composition of the hedging program on an ongoing basis and may change it from time to time based on an evaluation of its risk position or other factors.

The Company offers a variety of term life insurance products which represent 63% of our net individual life insurance in force at June 30, 2012, that provide coverage for a specified time period. Most term products include a conversion feature that allows the policyholder to convert the policy into permanent life insurance coverage. The Company also offers term life insurance that provides for a return of premium if the insured is alive at the end of the level premium period. There continues to be significant demand for term life insurance protection.

The Company’s profits from term insurance are not expected to directly correlate, from a timing perspective, with the increase in term insurance in force. This results from uneven product profitability patterns, as well as varying costs of our ongoing capital management activities related to a portion of the statutory reserves associated with these products, which may vary with each year of business issued.

The Company offers a number of individual variable life insurance products which represent 25% of our net individual life insurance in force at June 30, 2012. Variable products provide a return linked to an underlying investment portfolio selected by the policyholder while providing the policyholder with the flexibility to change both the death benefit and premium payments. The policyholder generally has the option of investing premiums in a fixed rate option that is part of our general account and /or investing in separate account investment options consisting of equity and fixed income funds. Funds invested in the fixed rate option will accrue interest at rates we determine that vary periodically based on our portfolio rate, subject to certain contractual minimums. In the separate accounts, the policyholder bears the fund performance risk. Each product provides for the deduction of charges and expenses from the customer’s contract fund. The Company also offers a variable product that has the same basic features as our variable universal life product but also allows for a more flexible guarantee against lapse where policyholders can select the guarantee period. In a portion of the affluent market, we offer a private placement variable universal life product, which also utilizes investment options consisting of equity and fixed income funds. While variable life insurance continues to be an important product, marketplace demand continues to favor term and universal life insurance.

A significant portion of the Company’s insurance profits are associated with our large in force block of variable policies. Profit patterns on these policies are not level and as the policies age, insureds generally begin paying reduced policy charges. This reduction in policy charges, coupled with net policy count and insurance in force runoff over time, reduces our expected future profits from this product line. Asset management fees and mortality and expense fees are a key component of variable life product profitability and vary based on the average daily net asset value. Due to policyholder options under some of the variable life contracts, lapses driven by periods of unfavorable equity market performance may occur on a quarter lag with the market risk during this period being borne by the Company.

The Company offers universal life insurance products which represent 12% of our net individual life insurance in force at June 30, 2012. Universal life insurance products may feature a fixed crediting rate that we determine and that may vary periodically based on portfolio returns, subject to certain minimums, flexible premiums and a choice of guarantees against lapse. They may feature an equity index crediting rates subject to certain minimum and maximum rates. Universal life policies provide for the deduction of charges and expenses from the policyholders’ contract fund.

The Company’s profits from universal life insurance are impacted by mortality and expense margins, interest spread on policyholder funds as well as the net interest spread on capital management activities related to a portion of the statutory reserves associated with these products.

Across our life insurance products we offer a living benefits option that allows the policy owner to receive a portion of the life insurance benefit if the insured is diagnosed with a terminal illness, or permanently confined to a nursing home, in advance of death of the insured, to use as needed. The remaining death benefit will be paid to the beneficiary upon the death of the insured. We also have a variety of settlement and payment options for the settlement of life insurance claims in addition to lump sum checks, including placing benefits in retained asset accounts, which earn interest and are subject to withdrawal in whole or in part at any time by the beneficiaries.

For information on the Company’s significant accounting policies, see Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011.

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

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

In the first quarter of 2012, we revised the treatment of the results of the living benefits hedging program in our best estimate of total gross profits used to calculate the amortization of deferred policy acquisition costs (“DAC”) and deferred sales inducements (“DSI”) associated with certain of our variable annuity contracts. In 2011, we included certain results of the living benefits hedging program in the reinsurance affiliate in our best estimate of gross profits used to determine amortization rates only to the extent this net amount was determined by management to be other-than-temporary. Beginning with the first quarter of 2012, we are including certain results of the living benefits hedging program in our best estimate of total gross profits used for determining amortization rates each quarter without regard to the permanence of the changes. Aside from this change, our policy for amortizing DAC and DSI remains as described in our Annual Report on Form 10-K for the year ended December 31, 2011, under “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Accounting Policies & Pronouncements – Application of Critical Accounting Estimates.”

A discussion of each of the additional critical accounting estimates listed above may also be found in our Annual Report on Form 10-K for the year ended December 31, 2011, under “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Accounting Policies & Pronouncements – Application of Critical Accounting Estimates.”

Total assets increased $12,304 million, from $76,251 million at December 31, 2011 to $88,555 million at June 30, 2012.

Separate account assets increased $10,999 million, from $58,157 million at December 31, 2011 to $69,156 million at June 30, 2012, primarily driven by positive individual annuity net flows from new business sales and market appreciation.

Reinsurance recoverables increased $557 million from $5,729 million at December 31, 2011 to $6,286 million at June 30, 2012. The increase in reinsurance recoverables was primarily driven by higher term reserves and universal life policyholders’ account balances ceded under existing affiliated reinsurance agreements due to business growth. Also contributing to the increase was an increase in the mark-to-market of the reinsurance recoverable related to the reinsured liability for variable annuity living benefit embedded derivatives primarily resulting from an increase in the present value of future expected benefit payments driven by lower interest rates. See Note 8 to the Unaudited Interim Consolidated Financial Statements for additional information regarding affiliated reinsurance transactions.

Total investments increased $464 million from $8.587 million at December 31, 2011 to $9,051 million at June 30, 2012. The increase in total investments was primarily driven by continued universal life sales and in force growth.

Deferred policy acquisition costs increased $319 million from $2,546 million at December 31, 2011 to $2,865 million at June 30, 2012. The increase is primarily driven by the capitalization of commissions related to variable annuity sales.

Total liabilities increased $12,177 million, from $73,456 million at December 31, 2011 to $85,633 million at June 30, 2012.

Separate account liabilities increased $10,999 million, offsetting the increase in separate account assets described above.

Future policy benefits and other policyholder liabilities increased $563 million, from $5,294 million at December 31, 2011 to $5,857 million at June 30, 2012, primarily driven by an increase in reserves supporting term business arising from business growth. Also contributing to the increase was an increase in the liability for living benefit embedded derivatives, as described above.

Policyholder account balances increased $453 million, from $7,812 million at December 31, 2011 to $8,265 million at June 30, 2012, primarily driven by continued universal life sales and in force growth.

Short-term and long-term debt to affiliates increased by $330 million, from $1,301 million at December 31, 2011 to $1,631 million at June 30, 2012, primarily driven by increased borrowings to fund new business commissions resulting from annuity sales.

2012 to 2011 Three Month Comparison. Income (loss) from operations before income taxes decreased $547 million from $0 million in the second quarter of 2011 to a loss of $547 million in the second quarter of 2012. The decrease was primarily driven by higher amortization of deferred policy acquisition costs (“DAC”) and deferred sales inducements (“DSI”) primarily related to the impact of the mark-to-market of the reinsured liability for living benefit embedded derivatives and related hedge positions, as discussed in more detail below. Also contributing to the decrease was an unfavorable variance related to adjustments to the amortization of DAC and DSI, and in the reserves for the guaranteed minimum death (“GMDB”) and income benefit (“GMIB”) features of our variable annuity products. These adjustments are primarily driven by the impact on the estimated profitability of the business of quarterly adjustments to reflect current period market performance and experience, and are discussed in more detail below.

Excluding the items discussed above, income (loss) from operations before income taxes increased compared to the second quarter of 2011 primarily driven by higher fee income, net of distribution costs, due to higher average variable annuity account values invested in separate accounts primarily due to positive net flows from new business sales. The primary driver offsetting this increase was higher general and administrative expenses, net of capitalization, primarily due to higher costs associated with business development.

We amortize DAC and DSI over the expected lives of the contracts based on the level and timing of gross profits on the underlying Annuity products. In calculating gross profits, we consider mortality, persistency, and other elements as well as rates of return on investments associated with these contracts and include profits and losses related to these contracts that are reported in affiliated legal entities other than the Company as a result of, for example, reinsurance agreements with those affiliated entities. The Company is an indirect subsidiary of Prudential Financial, Inc. (an SEC registrant) and has extensive transactions and relationships with other subsidiaries of Prudential Financial, Inc. including reinsurance agreements, as discussed in Note 8 to the Unaudited Interim Consolidated Financial Statements. Incorporating all product-related profits and losses in gross profits, including those that are reported in affiliated legal entities, produces an amortization pattern representative of the economics of the products.

As mentioned above, included in the unfavorable variance from higher amortization of DAC and DSI, was $526 million of higher amortization related to the impact of the mark-to-market of the reinsured liability for living benefit embedded derivatives and related hedge positions. This impact primarily relates to changes in the valuation of the reinsured living benefit liabilities in the second quarter of 2012 related to NPR gains, which we and the reinsurance affiliate believe to be non-economic, and choose not to hedge, as discussed above, partially offset by losses driven by the difference between the change in the fair value of the hedge target liability and the change in the fair value of the hedge assets in the reinsurance affiliate due to unfavorable market conditions in the second quarter of 2012.

To reflect the NPR of our affiliates in the valuation of the embedded derivative liabilities, we incorporate an additional spread over LIBOR into the discount rate used in the valuation. NPR gains in the reinsurance affiliate in the second quarter of 2012 were primarily driven by a higher base of embedded derivatives in a liability position as well as a widening of NPR spreads. Decreases in risk-free interest rates and the impact of unfavorable account value performance, drove increases in the embedded derivative liability base in the second quarter of 2012. The NPR gains in the reinsurance affiliate were larger in the second quarter of 2012 compared to the second quarter of 2011 resulting in an unfavorable variance from higher offsetting DAC and DSI amortization.

As shown in the following table, the income from operations before income taxes for the second quarter of 2012 included $52 million of charges from adjustments to the reserves for the GMDB and GMIB features of our variable annuity products and to the amortization of DAC and DSI, compared to $7 million of charges included in the second quarter of 2011.

The $51 million and $11 million of charges in the second quarter of 2012 and 2011, respectively, shown in the table above, relating to the quarterly market performance adjustments are attributable to changes to our estimate of total gross profits to reflect actual fund performance. The following table shows the actual quarterly rates of return on variable annuity account values compared to our previously expected quarterly rates of return used in our estimate of total gross profits for the periods indicated.

Lower than expected returns in the second quarter of 2012 decreased our estimate of total gross profits used as a basis for amortizing DAC and DSI and increased our estimate of future expected claims costs associated with the GMDB and GMIB features of our variable annuity products, by establishing a new, lower starting point for the variable annuity account values used in estimating those items for future periods. This change results in a higher required rate of amortization and higher required reserve provisions, which are applied to all prior periods. The resulting cumulative adjustment to prior amortization and reserve provisions are recognized in the current period. Lower than expected returns in the second quarter of 2011 had similar, but less significant impacts due to a lesser variance between actual and expected returns.

We derive our near-term future rate of return assumptions using a reversion to the mean approach, a common industry practice. Under this approach, we consider actual returns over a period of time and initially adjust projected returns over the next four years (the “near-term”) so that the assets are projected to grow at the long-term expected rate of return for the entire period. The near-term future projected blended rate of return across all contract groups is 9.0% per annum as of June 30, 2012, or approximately 2.2% per quarter.

The $2 million net charge and $3 million net benefit in the second quarter of 2012 and 2011, respectively, shown in the table above, reflect the quarterly adjustments for current period experience, also referred to as experience true-up adjustments. The net charge in the second quarter of 2012 was primarily driven by differences in actual lapse experience and contract guarantee claim costs. The experience true-up adjustments for the second quarter of 2011 were primarily driven by a reduction in the amortization of DAC/DSI driven by higher than expected gross profits primarily from higher than expected fee income.

As noted previously, the quarterly adjustments to reflect current period market performance and experience impact the estimated profitability of our business. Therefore, in addition to the current period impacts discussed above, these items will also drive changes in our GMDB and GMIB reserves and the amortization of DAC and DSI in future periods.

2012 to 2011 Three Month Comparison. Revenues increased $87 million from $280 million in the second quarter of 2011 to $367 million in the second quarter of 2012.

Policy charges and fee income, consisting primarily of mortality and expense and other insurance charges assessed on policyholders’ fund balances, increased $67 million from $193 million in the second quarter of 2011 to $260 million in the second quarter of 2012. The increase was primarily driven by higher average separate account asset balances due to positive net flows from new business sales.

Asset administration fees increased by $15 million from $47 million in the second quarter of 2011 to $62 million in the second quarter of 2012, primarily due to higher average separate account asset balances, as discussed above.

2012 to 2011 Three Month Comparison. Benefits and expenses increased $635 million from an expense of $280 million in the second quarter of 2011 to an expense of $915 million in the second quarter of 2012.

Amortization of DAC increased by $442 million, from $85 million in the second quarter of 2011 to $527 million in the second quarter of 2012 primarily due to higher DAC amortization related to the impact of the mark-to-market of the reinsured liability for living benefit embedded derivatives and related hedge positions and the impact of our quarterly adjustments to reflect current period experience and market performance, as discussed above.

Interest credited to policyholders’ account balances increased $134 million, from $41 million in the second quarter of 2011 to $175 million in the second quarter of 2012, due to higher DSI amortization primarily related to the impact of the mark-to-market of the reinsured liability for living benefit embedded derivatives and related hedge positions and the impact of our quarterly adjustments to reflect current period experience and market performance, as discussed above.

General and administrative expenses, net of capitalization, increased by $31 million, from $120 million in the second quarter of 2011 to $151 million in the second quarter of 2012. The increase is primarily due to higher costs to support business growth and higher asset based trail commissions due to higher average variable annuity account values, as discussed above.

Policyholders benefits, including changes in reserves, increased $28 million, from $23 million in the second quarter of 2011 to $51 million in the second quarter of 2012, primarily due to the adjustments to the GMDB and GMIB reserves related to the impact of our quarterly adjustments to reflect current period experience and market performance, as discussed above.

2012 to 2011 Three month Comparison. Income from operations before income taxes increased $25 million from $29 million in the second quarter of 2011 to $54 million in the second quarter of 2012. The increase includes the impact of a $13 million charge in the second quarter of 2011 arising from an understatement of amortization of deferred policy acquisition costs in prior periods. Excluding this adjustment, Income from Operations before Income Taxes increased $12 million reflecting the impact of continued universal life and term business growth, partially offset by a $2 million increase in policyholder benefits including $1 million related to estimated payments arising from use of new Social Security Master Death File matching criteria to identify deceased policy and contract holders. The ongoing impact of variable life in force run-off and an increase in amortization of deferred policy acquisition costs net of related amortization of unearned revenue reserves, resulting from changes in our estimates of total gross profits arising from separate account fund performance were also partial offsets.

2012 to 2011 Three month Comparison. Revenues decreased $20 million, from $214 million in the second quarter of 2011 to $194 million in the second quarter of 2012.

Policy charges and fee income, consisting primarily of mortality and expense loading and other insurance charges assessed on general and separate account policyholders’ fund balances, decreased $23 million from $110 million in the second quarter of 2011 to $87 million in the second quarter of 2012, including the impact of the third quarter 2011 coinsurance agreement with PAR U, an affiliated company (see Note 8 to the Unaudited Interim Consolidated Financial Statements for more information) which resulted in the ceding of policy charge income to this affiliate and the impact of the variable life in force run-off. These decreases were partially offset by higher policy charges and fee income driven by continued universal life business growth and an increase in the amortization of unearned revenue reserves due to changes in our estimates of total gross profits reflecting the impact of unfavorable market conditions on separate account fund performance in the second quarter of 2012 compared to the impact of favorable market conditions in the second quarter of 2011.

Net investment income decreased $3 million, from $69 million in the second quarter of 2011 to $66 million in the second quarter of 2012. The decrease includes the impact of transferring assets to PAR U, an affiliated company, as part of the third quarter 2011 coinsurance agreement (see Note 8 to the Unaudited Interim Consolidated Financial Statements for more information) and lower invested asset yields, partially offset by higher investment income arising from growth in asset balances from growth in our universal life and term business.

Asset management fees and other revenue increased $6 million, from $14 million in the second quarter of 2011 to $20 million in the second quarter of 2012 driven by amortization of the deferred gain arising from the third quarter 2011 coinsurance agreement with PAR U, an affiliate (see Note 8 to the Unaudited Interim Consolidated Financial Statements for more information).

2012 to 2011 Three month Comparison. Total benefits and expenses decreased $45 million, from $185 million in the second quarter of 2011 to $140 million in the second quarter of 2012.

Policyholders’ benefits, including interest credited to policyholders’ account balances, decreased $5 million, from $76 million in the second quarter of 2011 to $71 million in the second quarter of 2012. This decrease includes the impact of the third quarter 2011 coinsurance agreement with PAR U (see Note 8 to the Unaudited Interim Consolidated Financial Statements for more information on reinsurance agreements), which drove a $12 million decline in interest credited to policyholder account balances as a result of ceding a portion of universal life policyholder account balances to PAR U and a $6 million lower increase in reserves for future policy holder benefits, partially offset by increases in both items arising from continued universal life business growth. The decrease in policyholder’s benefits, including interest credited to policyholders’ account balances, was partially offset by a $2 million increase in policyholder benefits including a $1 million increase in reserves for estimated payments arising from use of new Social Security Master Death File matching criteria to identify deceased policy and contract holders.

Amortization of deferred policy acquisition costs of $26 million in the second quarter of 2012 decreased $33 million from $59 million in the second quarter of 2011. The decrease includes a $14 million decline in amortization of acquisition costs associated with our universal life business driven by the third quarter 2011 coinsurance agreement with PAR U (see Note 8 to the Unaudited Interim Consolidated Financial Statements), a $13 million decrease in amortization arising from a charge in the second quarter of 2011 related to the understatement of deferred reinsurance expense allowances related to affiliated reinsurance of our term business in prior periods, and lower amortization associated with our variable life business including the impact of on-going in-force run off. These decreases were partially offset by a $1 million increase in amortization due to changes in our estimates of total gross profits reflecting the impact of unfavorable market conditions on separate account fund performance in the second quarter of 2012 compared to the impact of favorable market conditions in the second quarter of 2011.

2012 to 2011 Six Month Comparison. Income from operations before income taxes increased $14 million from $63 million for the six months ended June 30, 2011 to $77 million for the six months ended June 30, 2012. The primary driver of the increase in income period over period was due to higher fee income, net of distribution costs, due to higher average variable annuity account values invested in separate accounts primarily due to positive net flows from new business sales. Partially offsetting this increase was higher amortization of deferred policy acquisition costs (“DAC”) and deferred sales inducements (“DSI”) primarily related to higher gross profits from the increase in fee income and the impact of the mark-to-market of the reinsured liability for living benefit embedded derivatives and related hedge positions, as discussed in more detail below. Partially offsetting this decrease was a favorable variance related to adjustments to the amortization of DAC and DSI, and in the reserves for the guaranteed minimum death (“GMDB”) and income benefit (“GMIB”) features of our variable annuity products. These adjustments are primarily driven by the impact on the estimated profitability of the business of quarterly adjustments to reflect current period market performance and experience, and are discussed in more detail below.

Also offsetting the increase in fees was an unfavorable variance in the mark-to-market related to the embedded derivatives associated with our non-reinsured living benefit features and related hedges primarily due to differences in market conditions. Also offsetting this increase were higher general and administrative expenses, net of capitalization, primarily due to higher costs to support business growth.

As mentioned above, included in the unfavorable variance from higher amortization of DAC and DSI, was $34 million of higher amortization related to the impact of the mark-to-market of the reinsured liability for living benefit embedded derivatives and related hedge positions. This impact primarily relates to changes in the valuation of the reinsured living benefit liabilities in the first six months of 2012 related to NPR gains, which we and the reinsurance affiliate believe to be non-economic, and choose not to hedge, as discussed above, and differences between the change in the fair value of the hedge target liability and the change in the fair value of the hedge assets in the reinsurance affiliate due to differences in market conditions, as well as NPR spread widening.

NPR gains in the reinsurance affiliate in 2012 were primarily driven by a higher base of embedded derivatives in a liability position, primarily in the second quarter of 2012, as well as a widening of NPR spreads. Decreases in risk-free interest rates and the impact of unfavorable account value performance, primarily in the second quarter of 2012, drove increases in the embedded derivative liability base in 2012. The NPR gains in the reinsurance affiliate resulted in an unfavorable variance from higher offsetting DAC and DSI amortization.

As shown in the following table, the income from operations before income taxes for the first six months of 2012 included $28 million of net benefits from adjustments to the reserves for the GMDB and GMIB features of our variable annuity products and to the amortization of DAC and DSI, compared to $9 million of benefits included in the first six months of 2011.

The $22 million and $2 million of net benefits in the first six months of 2012 and 2011, respectively, shown in the table above, relating to the quarterly market performance adjustments are attributable to changes to our estimate of total gross profits to reflect actual fund performance. The following table shows the actual quarterly rates of return on variable annuity account values compared to our previously expected quarterly rates of return used in our estimate of total gross profits for the periods indicated.

Higher than expected returns in the first six months of 2012 increased our estimate of total gross profits used as a basis for amortizing DAC and DSI and decreased our estimate of future expected claims costs associated with the GMDB and GMIB features of our variable annuity products, by establishing a new, higher starting point for the variable annuity account values used in estimating those items for future periods. This change results in a lower required rate of amortization and lower required reserve provisions, which are applied to all prior periods. The resulting cumulative adjustment to prior amortization and reserve provisions are recognized in the current period. Higher than expected returns in the first six months of 2011 had similar, but less significant impacts due to a lesser variance between actual and expected returns.

2012 to 2011 Six Month Comparison. Revenues increased $154 million from $554 million in the first six months of 2011 to $707 million in the first six months of 2012.

Policy charges and fee income, consisting primarily of mortality and expense and other insurance charges assessed on policyholders’ fund balances, increased $143 million from $355 million in the first six months of 2011 to $498 million in the first six months of 2012. The increase was primarily driven by higher average separate account asset balances due to positive net flows from new business sales.

Asset administration fees increased by $35 million from $86 million in the first six months of 2011 to $122 million in the first six months of 2012, primarily due to higher average separate account asset balances, as discussed above.

Partially offsetting these increases was a decrease in net realized investment gains (losses) of $20 million from a gain of $24 million in the first six months of 2011, to a gain of $4 million in the first six months of 2012, primarily driven by an unfavorable variance in the mark-to market related to the embedded derivatives associated with our non-reinsured living benefit features and related hedges, as discussed above.

2012 to 2011 Six Month Comparison. Benefits and expenses increased $141 million from $491 million in the first six months of 2011 to $631 million in the first six months of 2012.

Amortization of DAC increased by $65 million, from $126 million in the first six months of 2011 to $191 million in the first six months of 2012 primarily due to higher gross profits from higher fee revenue in addition to the impact of the mark-to-market of the reinsured liability for living benefit embedded derivatives and related hedge positions and the impact of our quarterly adjustments to reflect current period experience and market performance, as discussed above.

Interest credited to policyholders’ account balances increased $16 million, from $78 million in the first six months of 2011 to $94 million in the first six months of 2012, primarily due to higher DSI amortization due to higher gross profits from higher fee revenue in addition to the impact of the mark-to-market of the reinsured liability for living benefit embedded derivatives and related hedge positions and the impact of our quarterly adjustments to reflect current period experience and market performance, as discussed above.

General and administrative expenses, net of capitalization, increased $57 million, from $242 million in the first six months of 2011 to $299 million in the first six months of 2012. The increase is primarily due to higher costs associated with business development and higher asset based trail commissions due to higher average variable annuity account values, as discussed above.

2012 to 2011 Six month Comparison. Income from operations before income taxes increased $8 million from $61 million in the first six months of 2011 to $69 million in the first six months of 2012. The increase includes the impact of a $13 million charge in the second quarter of 2011 arising from an understatement of amortization of deferred policy acquisition costs in prior periods. Excluding this adjustment, Income from Operations before Income Taxes decreased $5 million. This decrease includes the impact of amortization of derivative costs and market value changes on derivatives that are part of the Company’s Capital Protection Framework (see the Liquidity and Capital Resources section for additional information), the ongoing impact of variable life in force run-off, and a $1 million increase in policyholder benefits including $3 million related to estimated payments arising from use of new Social Security Master Death File matching criteria to identify deceased policy and contract holders These decreases were partially offset by the impact of continued universal life and term business growth, and a decrease in amortization of deferred policy acquisition costs net of related amortization of unearned revenue reserves, resulting from changes in our estimates of total gross profits arising from separate account fund performance.

2012 to 2011 Six month Comparison. Revenues decreased $68 million, from $419 million in the first six months of 2011 to $351 million in the first six months of 2012.

Policy charges and fee income, consisting primarily of mortality and expense loading and other insurance charges assessed on general and separate account policyholders’ fund balances, decreased $47 million from $221 million in the first six months of 2011 to $174 million in the first six months of 2012, including the impact of the third quarter 2011 coinsurance agreement with PAR U, an affiliated company (see Note 8 to the Unaudited Interim Consolidated Financial Statements for more information) which resulted in the ceding of policy charge income to this affiliate and the impact of the variable life in force run-off. Also contributing to the decline was a decrease in the amortization of unearned revenue reserves due to changes in our estimates of total gross profits reflecting the impact of more favorable market conditions on separate account fund performance in the first six months of 2012 compared to the first six months of 2011 and the impact of an overstatement of expected gross profits in prior periods. Continued universal life business growth was a partial offset to the decreases to policy charge and fee income.

Net realized investment gains decreased $18 million, from net gains of $4 million in the first six months of 2011 to net losses of $14 million in the first six months of 2012. The decrease was primarily driven by $12 million of amortization of derivative costs related to derivatives that are part of the Company’s Capital Protection Framework (see the Liquidity and Capital Resources section for additional information) and a $1 million decline in the market value of these derivatives.

Net investment income decreased $10 million, from $139 million in the first six months of 2011 to $129 million in the first six months of 2012. The decrease includes the impact of transferring assets to PAR U, an affiliated company, as part of the third quarter 2011 coinsurance agreement (see Note 8 to the Unaudited Interim Consolidated Financial Statements for more information) and lower invested asset yields, partially offset by higher investment income arising from growth in asset balances from growth in our universal life and term business.

Asset management fees and other revenue increased $9 million, from $29 million in the first six months of 2011 to $38 million in the first six months of 2012 driven by amortization of the deferred gain arising from the third quarter 2011 coinsurance agreement with PAR U, an affiliate (see Note 8 to the Unaudited Interim Consolidated Financial Statements for more information).

2012 to 2011 Six month Comparison. Total benefits and expenses decreased $76 million, from $358 million in the first six months of 2011 to $282 million in the first six months of 2012.

Policyholders’ benefits, including interest credited to policyholders’ account balances, decreased $22 million, from $166 million in the first six months of 2011 to $144 million in first six months of 2012. This decrease includes the impact of the third quarter 2011 coinsurance agreement with PAR U (see Note 8 to the Unaudited Interim Consolidated Financial Statements for more information on reinsurance agreements), which drove a $24 million decline in interest credited to policyholder account balances as a result of ceding a portion of universal life policyholder account balances to PAR U and a $14 million lower increase in reserves for future policy holder benefits, partially offset by increases in both items arising from continued universal life business growth. These decreases were partially offset by a $1 million increase in policyholder benefits driven by a $3 million increase in reserves for estimated payments arising from use of new Social Security Master Death File matching criteria to identify deceased policy and contract holders, partially offset by a $2 million decrease in death benefits.

Amortization of deferred policy acquisition costs of $50 million in the first six months of 2012 decreased $45 million from $95 million in the first six months of 2012. The decrease was driven by a $21 million decline in amortization of acquisition costs associated with our universal life business reflecting the impact of the third quarter 2011 coinsurance agreement with PAR U (see Note 8 to the Unaudited Interim Consolidated Financial Statements) and a $13 million decrease in amortization arising from a charge in the second quarter of 2011 related to the understatement of deferred reinsurance expense allowances related to affiliated reinsurance of our term business in prior periods. Lower amortization of acquisition costs associated with our variable life business including the impact of on-going in-force run off, a $2 million decrease due to changes in our estimates of total gross profits reflecting the impact of more favorable market conditions on separate account fund performance in the first six months of 2012 compared to the first six months of 2011, and a $1 million decrease due to an overstatement of expected gross profits in prior periods also contributed to the decline.

The income tax provision amounted to an expense of $38 million for the six months ended June 30, 2012 compared to an expense of $24 million for the six months ended June 30, 2011 primarily driven by higher pre-tax income in the current period compared to the prior period.

The Company’s liability for income taxes includes the liability for unrecognized tax benefits, interest and penalties which relate to tax years still subject to review by the Internal Revenue Service (“IRS”) or other taxing authorities. Audit periods remain open for review until the statute of limitations has passed. Generally, for tax years which produce net operating losses, capital losses or tax credit carryforwards (“tax attributes”), the statute of limitations does not close, to the extent of these tax attributes, until the expiration of the statute of limitations for the tax year in which they are fully utilized. The completion of review or the expiration of the statute of limitations for a given audit period could result in an adjustment to the liability for income taxes. The statute of limitations for the 2004 through 2006 tax years will expire in December 2012, unless extended. The statute of limitations for the 2007 tax year will expire in December 2013, unless extended. Tax years 2008 through 2011 are still open for IRS examination. It is reasonably possible that the total amount of unrecognized tax benefits will decrease anywhere from $0 to $576 thousand within the next 12 months due to the completion of the IRS examination for tax years 2007 through 2010.

The dividends received deduction (“DRD”) reduces the amount of dividend income subject to U.S. tax and is a significant component of the difference between the Company’s effective tax rate and the federal statutory tax rate of 35%. The DRD for the current period was estimated using information from 2011, current year results, and was adjusted to take into account the current year’s equity market performance. The actual current year DRD can vary from the estimate based on factors such as, but not limited to, changes in the amount of dividends received that are eligible for the DRD, changes in the amount of distributions received from mutual fund investments, changes in the account balances of variable life and annuity contracts, and the Company’s taxable income before the DRD.

In August 2007, the IRS released Revenue Ruling 2007-54, which included, among other items, guidance on the methodology to be followed in calculating the DRD related to variable life insurance and annuity contracts. In September 2007, the IRS released Revenue Ruling 2007-61. Revenue Ruling 2007-61 suspended Revenue Ruling 2007-54 and informed taxpayers that the U.S. Treasury Department and the IRS intend to address through new guidance the issues considered in Revenue Ruling 2007-54, including the methodology to be followed in determining the DRD related to variable life insurance and annuity contracts. On February 13, 2012, the Obama Administration released the “General Explanations of the Administration’s Revenue Proposals.” One proposal would change the method used to determine the amount of the DRD. A change in the DRD, including the possible retroactive or prospective elimination of this deduction through guidance or legislation, could increase actual tax expense and reduce the Company’s consolidated net income. These activities had no impact on the Company’s 2011 or second quarter 2012 results.

For tax years 2007 through 2011, the Company is participating in the IRS’s Compliance Assurance Program (“CAP”). Under CAP, the IRS assigns an examination team to review completed transactions contemporaneously during these tax years in order to reach agreement with the Company on how they should be reported in the tax returns. If disagreements arise, accelerated resolutions programs are available to resolve the disagreements in a timely manner before the tax returns are filed. It is management’s expectation this program will shorten the time period between the filing of the Company’s federal income tax returns and the IRS’s completion of its examination of the returns.

Liquidity refers to the ability to generate sufficient cash resources to meet the payment obligations of the Company. Capital refers to the long term financial resources available to support the operation of our businesses, fund business growth, and provide a cushion to withstand adverse circumstances. The ability to generate and maintain sufficient liquidity and capital depends on the profitability of our businesses, general economic conditions and our access to the capital markets through affiliates as described herein.

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

We continue to refine our metrics for capital management. These refinements to the current framework, which is primarily based on statutory risk based capital measures, are designed to more appropriately reflect risks associated with our businesses on a consistent basis across the Company. In addition, we continue to use an economic capital framework for making certain business decisions.

Similar to our planning and management process for liquidity, we use a Capital Protection Framework to ensure the availability of adequate capital under reasonably foreseeable stress scenarios. The Capital Protection Framework is used to assess potential capital needs arising from severe market related distress and sources of capital available to us to meet those needs. Potential sources include on-balance sheet capital, derivatives and other contingent sources of capital.

On May 11, 2012 the final regulations of the Financial Stability Oversight Council, created under the Dodd-Frank Wall Street Reform and Consumer Protection Act, became effective setting forth the criteria by which it will designate the non-bank financial companies that are to be subject to stricter prudential standards (a “Covered Company”), including requirements and limitations relating to capital, leverage, liquidity and other matters. The final rule made few changes to the proposed rule on this subject issued in October 2011. See “Item 1. – Business” in our 2011 Annual Report on Form 10-K for more information regarding the potential impact of the Dodd-Frank Act on the Company.

Our liquidity is managed to ensure stable, reliable and cost-effective sources of cash flows to meet all of our obligations. Liquidity is provided by a variety of sources, as described more fully below, including portfolios of liquid assets. Our investment portfolios are integral to the overall liquidity of the Company. We segment our investment portfolios and employ an asset/liability management approach specific to the requirements of our product lines. This enhances the discipline applied in managing the liquidity, as well as the interest rate and credit risk profiles, of each portfolio in a manner consistent with the unique characteristics of the product liabilities. We use a projection process for cash flows from operations to ensure sufficient liquidity to meet projected cash outflows, including claims. The impact of Prudential Funding, LLC’s financing capacity on liquidity (as described below) is considered in the internal liquidity measures of the Company.

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

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

We believe that the cash flows from our insurance and annuity operations are adequate to satisfy our current liquidity requirements, including under reasonably foreseeable stress scenarios. The continued adequacy of this liquidity will depend upon factors such as future securities market conditions, changes in interest rate levels, customer behavior, policyholder perceptions of our financial strength, and the relative safety of competing products, each of which could lead to reduced cash inflows or increased cash outflows. In addition, market volatility can impact the level of capital required to support our businesses, particularly in our annuity products. Our cash flows from investment activities result from repayments of principal, proceeds from maturities and sales of invested assets and investment income, net of amounts reinvested. The primary liquidity risks with respect to these cash flows are the risk of default by debtors or bond insurers, our counterparties’ willingness to extend repurchase and/or securities lending arrangements, commitments to invest and market volatility. We closely manage these risks through our credit risk management process and regular monitoring of our liquidity position. Further, the level of new business sales can also impact liquidity, and additional financing may be required due to the increase in annuity sales as previously discussed.

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

Individual life insurance policies are less susceptible to withdrawal than our annuity reserves and deposit liabilities because policyholders may be subject to a new underwriting process in order to obtain a new insurance policy. Our annuity reserves with guarantee features may be less susceptible to withdrawal than historical experience indicates, due to the current value of these guarantee features to policyholders as a result of market declines in recent years.

Gross account withdrawals amounted to approximately $1,444 million and $1,415 million for the six months ended June 30, 2012 and 2011, respectively. Because these withdrawals were consistent with our assumptions in asset/liability management, the associated cash outflows did not have a material adverse impact on our overall liquidity.

Liquid assets include cash and cash equivalents, short-term investments, fixed maturities that are not designated as held-to-maturity and public equity securities. As of June 30, 2012 and December 31, 2011 the Company had liquid assets of $6.498 billion and $6.149 billion, respectively. The portion of liquid assets comprised of cash and cash equivalents and short-term investments was $599 million and $571 million as of June 30, 2012 and December 31, 2011, respectively. As of June 30, 2012, $5.456 billion, or 93%, of the fixed maturity investments company general account portfolios were rated investment grade. The remaining $410 million, or 7%, of these fixed maturity investments were rated non-investment grade. We consider attributes of the various categories of liquid assets (for example, type of asset and credit quality) in calculating internal liquidity measures in order to evaluate the adequacy of our insurance operations’ liquidity under a variety of stress scenarios. We believe that the liquidity profile of our assets is sufficient to satisfy current liquidity requirements, including under reasonably foreseeable stress scenarios.

Given the size and liquidity profile of our investment portfolios, we believe that claim experience varying from our projections does not constitute a significant liquidity risk. Our asset/liability management process takes into account the expected maturity of investments and expected claim payments as well as the specific nature and risk profile of the liabilities. To the extent we need to pay claims in excess of projections, we may borrow temporarily or sell investments sooner than anticipated to pay these claims, which may result in increased borrowing costs or realized investment gains or losses affecting results of operations. We believe that borrowing temporarily or selling investments earlier than anticipated will not have a material impact on the liquidity of the Company. However, payment of claims and sale of investments earlier than anticipated would have an impact on the reported level of cash flow from operating and investing activities, respectively, in our financial statements. Historically, there has been no significant variation between the expected maturities of our investments and the payment of claims.

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

The Risk Based Capital, or RBC, ratio is a primary measure by which we evaluate the capital adequacy of the Company. Prudential Financial manages its domestic insurance subsidiaries RBC ratios to a level that is consistent with the ratings targets for those subsidiaries. RBC is determined by statutory guidelines and formulas that consider among other things, risks related to the type and quality of the invested assets, insurance-related risks associated with an insurer’s products and liabilities, interest rate risks and general business risks. The RBC ratio calculations are intended to assist insurance regulators in measuring the adequacy of an insurer’s statutory capitalization. The RBC ratio is an annual calculation, however as of June 30, 2012 we estimate the RBC ratios for the Company exceed the minimum level required by applicable insurance regulations. The reporting of RBC measures is not intended for the purpose of ranking any insurance company or for use in connection with any marketing, advertising or promotional activities.

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

As part of its Capital Protection Framework, Prudential Financial has developed a broad view of the impact of market distress on the statutory capital of Prudential Financial and its subsidiaries, as a whole. The framework includes a program designed to mitigate the impact of a severe equity market stress event on the statutory capital of Prudential Financial and its subsidiaries, as a whole. The program focuses on tail risk to protect statutory capital in a cost-effective manner under stress scenarios. Prudential Financial assesses the composition of the hedging program on an ongoing basis and may change it from time to time based on an evaluation of its risk position or other factors.

In addition to hedging equity market exposure, we also manage certain risks associated with our variable annuity products primarily through affiliated reinsurance arrangements. We reinsure variable annuity living benefit guarantees to a captive reinsurance company, Pruco Re. Effective as of July 1, 2011, Pruco Re re-domiciled from Bermuda to Arizona. As a result, beginning in the third quarter of 2011, the Company is able to claim statutory reinsurance reserve credit for business ceded to Pruco Re without any need for Pruco Re to collateralize its obligations under the

reinsurance arrangement. However, for business ceded to Pruco Re by PLNJ, Pruco Re’s obligations under the reinsurance arrangement must continue to be collateralized in order for PLNJ to claim a reinsurance reserve credit for their business ceded. This requirement is satisfied by Pruco Re by depositing assets into statutory reserve credit trusts.

As of June 30, 2012 and December 31, 2011, total short- and long-term debt of the Company was $1,631 million and $1,301 million, respectively. The total related interest expense was $10.1 million and $7.7 million for the three months ended June 30, 2012 and 2011, respectively. The Company is authorized to borrow funds up to $2.2 billion from affiliates to meet its capital and other funding needs. The Company had $193 million in short term debt as of June 30, 2012, and $129 million as of December 31, 2011. The Company also borrowed $650 million from Prudential Insurance, $472 million from Prudential Financial and $316 million with Washington Street Investment, as long term debt as of June 30, 2012.

In order to ensure that the information we must disclose in our filings with the SEC, is recorded, processed, summarized, and reported on a timely basis, the Company’s management, including our Chief Executive Officer and Chief Financial Officer, have reviewed and evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, as of June 30, 2012. Based on such evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of June 30, 2012, our disclosure controls and procedures were effective. No change in our internal control over financial reporting, as defined in Exchange Act Rules 13a-15(f) and 15d-15(f), occurred during the quarter ended June 30, 2012 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

We are subject to legal and regulatory actions in the ordinary course of our businesses, including class action lawsuits. Our pending legal and regulatory actions may include proceedings specific to us and proceedings generally applicable to business practices in the industry in which we operate. We are also subject to litigation arising out of our general business activities, such as our investments, contracts, leases and labor and employment relationships, including claims of discrimination and harassment and could be exposed to claims or litigation concerning certain business or process patents. Regulatory authorities from time to time make inquiries and conduct investigations and examinations which may relate particularly to us and our products or to industry-wide issues or matters upon which such regulators have determined to focus. In some of our pending legal and regulatory actions, parties may seek large and/or indeterminate amounts, including punitive or exemplary damages.

In June 2012, the Company filed a motion to dismiss the Complaint in Total Asset Recovery v. MetLife, Inc., et al., Prudential Financial, Inc., The Prudential Insurance Company of America and Prudential Holdings, Inc., a qui tam action filed on behalf of the State of Minnesota claiming that the Company failed to escheat life insurance proceeds to the State of Minnesota.

In April 2012, the Company filed a motion to dismiss the Complaint in Total Asset Recovery v. MetLife, Inc., et al., Prudential Financial, Inc., The Prudential Insurance Company of America and Prudential Holdings, LLC, a qui tam action filed on behalf of the State of Illinois claiming that the Company failed to escheat life insurance proceeds to the State of Illinois.

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

See “Contingent Liabilities” within Note 6 to the Unaudited Interim Financial Statements for a discussion concerning audits and inquiries concerning the Company’s handling of unclaimed property.

The foregoing discussion is limited to recent material developments concerning our legal and regulatory proceedings. See Note 6 to the Unaudited Interim Consolidated Financial Statements included herein for additional discussion of our litigation and regulatory matters, including the above matter.

You should carefully consider the risks described under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2011. These risks could materially affect our business, results of operations or financial condition, or cause our actual results to differ materially from those expected or those expressed in any forward looking statements made by or on behalf of the Company. These risks are not exclusive, and additional risks to which we are subject include, but are not limited to, the factors mentioned under “Forward-Looking Statements” above and the risks of our businesses described elsewhere in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2011.

In accordance with Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to the Quarterly Report on Form 10-Q shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be part of any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

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


		Pruco Life Insurance Company

By:		/s/ Thomas J. Diemer
		Thomas J. Diemer Vice President, Chief Financial Officer (Authorized Signatory and Principal Accounting and Financial Officer)


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

213 Washington Street, Newark, New Jersey		07102
(Address of principal executive offices)		(Zip Code)


		Page Number
PART I – FINANCIAL INFORMATION			4
Item 1.	Financial Statements:		4
	Unaudited Interim Consolidated Statements of Financial Position As of June 30, 2012 and December 31, 2011		4
	Unaudited Interim Consolidated Statements of Operations and Comprehensive Income (Loss) For the three and six months ended June 30, 2012 and 2011		5
	Unaudited Interim Consolidated Statements of Equity For the six months ended June 30, 2012 and 2011		6
	Unaudited Interim Consolidated Statements of Cash Flows For the six months ended June 30, 2012 and 2011		7
	Notes to Unaudited Interim Consolidated Financial Statements		8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		49
Item 4.	Controls and Procedures		62

PART II – OTHER INFORMATION			62
Item 1.	Legal Proceedings		62
Item 1A.	Risk Factors		63
Item 6.	Exhibits		64

SIGNATURES			65


	June 30, 2012		December 31, 2011
ASSETS
Fixed maturities, available for sale, at fair value (amortized cost: 2012 – $5,422,899; 2011 – $5,151,406)	$	5,865,681	$	5,544,124
Equity securities, available for sale, at fair value (cost: 2012 – $13,630; 2011 – $9,627)		13,688		8,269
Trading account assets, at fair value		19,615		25,843
Policy loans		1,061,555		1,050,878
Short-term investments		351,925		283,281
Commercial mortgage and other loans		1,425,375		1,406,492
Other long-term investments		313,589		268,486

Total investments		9,051,428		8,587,373
Cash and cash equivalents		246,835		287,423
Deferred policy acquisition costs		2,865,381		2,545,600
Accrued investment income		86,559		86,020
Reinsurance recoverables		6,285,893		5,729,116
Receivables from parents and affiliates		178,249		195,543
Deferred sales inducements		623,942		542,742
Income taxes		17,771		76,066
Other assets		42,634		44,555
Separate account assets		69,156,404		58,156,771

TOTAL ASSETS	$	88,555,096	$	76,251,209


LIABILITIES AND EQUITY
LIABILITIES
Policyholders’ account balances	$	8,265,081	$	7,811,674
Future policy benefits and other policyholder liabilities		5,856,808		5,294,308
Cash collateral for loaned securities		55,773		153,651
Securities sold under agreements to repurchase		33,928		40,491
Short-term debt to affiliates		193,000		129,000
Long-term debt to affiliates		1,438,000		1,172,000
Payables to parent and affiliates		4,765		3,377
Other liabilities		629,642		694,497
Separate account liabilities		69,156,404		58,156,771

TOTAL LIABILITIES		85,633,401		73,455,769


COMMITMENTS AND CONTINGENT LIABILITIES (See Note 6)
EQUITY
Common stock, ($10 par value; 1,000,000 shares, authorized; 250,000 shares, issued and outstanding)		2,500		2,500
Additional paid-in capital		822,643		836,021
Retained earnings		1,851,232		1,743,291
Accumulated other comprehensive income		245,320		213,628

TOTAL EQUITY		2,921,695		2,795,440

TOTAL LIABILITIES AND EQUITY	$	88,555,096	$	76,251,209


	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
REVENUES
Premiums	$	20,077		$	19,461		$	31,260		$	33,557
Policy charges and fee income		346,174			302,623			671,986			576,168
Net investment income		105,322			109,194			207,179			220,478
Asset administration fees		67,076			53,140			129,913			95,068
Other income		14,386			8,396			29,245			19,574
Realized investment gains (losses), net:
Other-than-temporary impairments on fixed maturity securities		(9,832	)		(8,925	)		(15,747	)		(30,000	)
Other-than-temporary impairments on fixed maturity securities transferred to Other comprehensive income		6,115			7,361			11,464			26,001
Other realized investment gains (losses), net		11,885			2,588			(6,023	)		31,747

Total realized investment gains (losses), net		8,168			1,024			(10,306	)		27,748

TOTAL REVENUES		561,203			493,838			1,059,277			972,593


BENEFITS AND EXPENSES
Policyholders’ benefits		89,076			57,310			105,954			114,833
Interest credited to policyholders’ account balances		209,197			86,600			159,719			159,269
Amortization of deferred policy acquisition costs		552,931			143,602			240,262			220,879
General, administrative and other expenses		202,893			177,776			407,425			353,362

TOTAL BENEFITS AND EXPENSES		1,054,097			465,288			913,360			848,343

INCOME (LOSS) FROM OPERATIONS BEFORE INCOME TAXES		(492,894	)		28,550			145,917			124,250

Income tax expense (benefit)		(139,531	)		4,752			37,976			24,412

NET INCOME (LOSS)	$	(353,363	)	$	23,798		$	107,941		$	99,838

Other comprehensive income (loss), before tax:
Foreign currency translation adjustments		(438	)		190			(220	)		627
Unrealized investment gains (losses) for the period		56,963			31,363			52,082			17,051
Reclassification adjustment for (gains) losses included in net income		(2,747	)		8,344			(2,835	)		13,745

Net unrealized investment gains (losses)		54,216			39,707			49,247			30,796

Other comprehensive income (loss), before tax:		53,778			39,897			49,027			31,423
Less: Income tax expense (benefit) related to:
Foreign currency translation adjustment		(153	)		66			(77	)		219
Net unrealized investment gains		18,975			13,897			17,412			10,778

Total		18,822			13,963			17,335			10,997
Other comprehensive income (loss), net of tax:		34,956			25,934			31,692			20,426

COMPREHENSIVE INCOME (LOSS)	$	(318,407	)	$	49,732		$	139,633		$	120,264


	Common Stock		Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)		Total Equity
Balance, December 31, 2011	$	2,500	$	836,021		$	1,743,291		$	213,628	$	2,795,440
Capital – asset transfer activity		—		(13,378	)		—			—		(13,378	)
Comprehensive income:
Net income		—		—			107,941			—		107,941
Other comprehensive income (loss), net of tax		—		—			—			31,692		31,692

Total comprehensive income												139,633

Balance, June 30, 2012	$	2,500	$	822,643		$	1,851,232		$	245,320	$	2,921,695


	Common Stock		Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)		Total Equity
Balance, December 31, 2010	$	2,500	$	792,226		$	2,370,525		$	160,943	$	3,326,194
Cumulative effect of adoption of accounting principle							(468,340	)		22,156		(446,184	)
Affiliated asset transfers		—		40,252			(26,151	)		—		14,101
Comprehensive income:
Net income		—		—			99,838			—		99,838
Other comprehensive income (loss), net of tax		—		—			—			20,426		20,426

Total comprehensive income												120,264

Balance, June 30, 2011	$	2,500	$	832,478		$	1,975,872		$	203,525	$	3,014,375


	Six Months Ended June 30,
	2012			2011
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES:
Net income	$	107,941		$	99,838
Adjustments to reconcile net income to net cash provided by operating activities:
Policy charges and fee income		(62,658	)		(157,534	)
Interest credited to policyholders’ account balances		159,719			159,269
Realized investment (gains) losses, net		10,306			(27,748	)
Amortization and other non-cash items		(29,093	)		(8,150	)
Change in:
Future policy benefits and other insurance liabilities		586,194			419,822
Reinsurance recoverables		(555,528	)		(361,345	)
Accrued investment income		(539	)		993
Receivables from parent and affiliates		14,549			4,384
Payables to parent and affiliates		382			8,212
Deferred policy acquisition costs		(340,462	)		(382,763	)
Income taxes payable		40,959			(100,096	)
Deferred sales inducements		(138,095	)		(165,034	)
Other, net		(21,523	)		(18,321	)

Cash flows from (used in) operating activities	$	(227,848	)	$	(528,473	)

CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES:
Proceeds from the sale/maturity/prepayment of:
Fixed maturities, available for sale	$	549,359		$	480,189
Short-term investments		576,280			459,976
Policy loans		63,704			60,287
Ceded policy loans		(1,797	)		—
Commercial mortgage and other loans		50,114			30,622
Other long-term investments		7,712			9,070
Equity securities, available for sale		78			4,144
Trading account assets, at fair value		6,163			—
Payments for the purchase/origination of:
Fixed maturities, available for sale		(795,773	)		(381,737	)
Short-term investments		(644,804	)		(400,783	)
Policy loans		(54,209	)		(49,020	)
Ceded policy loans		4,506			—
Commercial mortgage and other loans		(67,937	)		(97,408	)
Other long-term investments		(39,928	)		(9,582	)
Equity securities, available for sale		(5,023	)		(5,609	)
Notes receivable from parent and affiliates, net		9,718			10,055
Other		1,269			(414	)

Cash flows from (used in) investing activities	$	(340,568	)	$	109,790

CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES:
Policyholders’ account deposits	$	1,861,057		$	1,427,153
Ceded policyholders’ account deposits		(114,600	)		—
Policyholders’ account withdrawals		(1,444,034	)		(1,414,672	)
Ceded policyholders’ account withdrawals		15,530			—
Net change in securities sold under agreement to repurchase and cash collateral for loaned securities		(104,440	)		58,165
Capital - asset transfer activity		(13,378	)		—
Net increase (decrease) in short-term borrowing		14,000			92,018
Drafts outstanding		(2,307	)		13,087
Net change in long-term borrowing		316,000			200,000

Cash flows from (used in) financing activities	$	527,828		$	375,751

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(40,588	)		(42,932	)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR		287,423			364,999

CASH AND CASH EQUIVALENTS, END OF PERIOD	$	246,835		$	322,067


	December 31, 2011
	As Previously Reported (2)		Effect of Change			As Currently Reported (2)
	(in thousands)
Deferred policy acquisition costs	$	3,217,508	$	(671,908	)	$	2,545,600
Reinsurance recoverables		5,727,610		1,506			5,729,116
Income taxes receivable (1)		—		76,066			76,066
Other assets		44,557		(2	)		44,555
TOTAL ASSETS		76,845,547		(594,338	)		76,251,209
Policyholders’ account balances		7,808,840		2,834			7,811,674
Income taxes payable (1)		176,517		(176,517	)		—
Other liabilities		646,569		47,928			694,497
TOTAL LIABILITIES		73,581,524		(125,755	)		73,455,769
Retained earnings		2,233,698		(490,407	)		1,743,291
Accumulated other comprehensive income		191,804		21,824			213,628
TOTAL EQUITY		3,264,023		(468,583	)		2,795,440
TOTAL LIABILITIES AND EQUITY	$	76,845,547	$	(594,338	)	$	76,251,209


	Three Months Ended June 30, 2011
	As Previously Reported		Effect of Change			As Currently Reported
	(in thousands)
REVENUES
Policy charges and fee income	$	302,686	$	(63	)	$	302,623
Total revenues		493,901		(63	)		493,838
BENEFITS AND EXPENSES
Amortization of deferred policy acquisition costs		169,442		(25,840	)		143,602
General, administrative and other expenses		133,315		44,461			177,776
Total benefits and expenses		446,667		18,621			465,288
INCOME FROM OPERATIONS BEFORE INCOME TAXES		47,234		(18,684	)		28,550
Income tax expense		8,799		(4,047	)		4,752
NET INCOME	$	38,435	$	(14,637	)	$	23,798


	Six Months Ended June 30, 2011
	As Previously Reported		Effect of Change			As Currently Reported
	(in thousands)
REVENUES
Policy charges and fee income	$	576,297	$	(129	)	$	576,168
Total revenues		972,722		(129	)		972,593
BENEFITS AND EXPENSES
Amortization of deferred policy acquisition costs		263,728		(42,849	)		220,879
General, administrative and other expenses		261,096		92,266			353,362
Total benefits and expenses		798,926		49,417			848,343
INCOME FROM OPERATIONS BEFORE INCOME TAXES		173,796		(49,546	)		124,250
Income tax expense		35,950		(11,538	)		24,412
NET INCOME	$	137,846	$	(38,008	)	$	99,838


	June 30, 2012
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		Other-than- temporary impairments in AOCI (3)
	(in thousands)
Fixed maturities, available-for-sale
U.S. Treasury securities and obligations of U.S. government authorities and agencies	$	178,680	$	16,365	$	3	$	195,042	$	—
Obligations of U.S. states and their political subdivisions		61,969		8,192		69		70,092		—
Foreign government bonds		42,125		7,219		2		49,342		—
Public utilities		719,851		77,350		1,419		795,782		—
All other corporate securities		3,231,847		267,127		3,843		3,495,131		(624	)
Asset-backed securities (1)		347,808		18,406		13,048		353,166		(22,993	)
Commercial mortgage-backed securities		482,107		43,555		33		525,629		—
Residential mortgage-backed securities (2)		358,512		23,148		163		381,497		(1,187	)

Total fixed maturities, available-for-sale	$	5,422,899	$	461,362	$	18,580	$	5,865,681	$	(24,804	)


Equity securities, available-for-sale
Common Stocks:
Public utilities	$	90	$	2	$	46	$	46
Industrial, miscellaneous & other		11,303		1,034		766		11,571
Non-redeemable preferred stocks		2,237		34		200		2,071

Total equity securities, available-for-sale	$	13,630	$	1,070	$	1,012	$	13,688


	Available-for-Sale
	Amortized Cost		Fair Value
	(in thousands)
Due in one year or less	$	575,924	$	595,823
Due after one year through five years		1,523,914		1,635,709
Due after five years through ten years		1,247,165		1,375,544
Due after ten years		887,469		998,313
Asset-backed securities		347,808		353,166
Commercial mortgage-backed securities		482,107		525,629
Residential mortgage-backed securities		358,512		381,497

Total	$	5,422,899	$	5,865,681


	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
	(in thousands)
Fixed maturities, available-for-sale
Proceeds from sales	$	19,051		$	61,155		$	58,190		$	84,459
Proceeds from maturities/repayments		296,563			195,610			493,068			380,613
Gross investment gains from sales, prepayments and maturities		7,783			1,426			8,754			5,701
Gross investment losses from sales and maturities		(590	)		(326	)		(706	)		(366	)

Equity securities, available-for-sale
Proceeds from sales	$	91		$	4,144		$	91		$	4,144
Proceeds from maturities/repayments		—			—			—			—
Gross investment gains from sales		27			—			27			—
Gross investment losses from sales		(34	)		—			(34	)		—

Fixed maturity and equity security impairments
Net writedowns for other-than-temporary impairment losses on fixed maturities recognized in earnings (1)	$	(3,719	)	$	(1,564	)	$	(4,285	)	$	(3,999	)
Writedowns for other-than-temporary impairment losses on equity securities		(721	)		—			(922	)		(1,357	)


	Three Months Ended June 30, 2012			Six Months Ended June 30, 2012
	(in thousands)
Balance, beginning of period	$	27,559		$	31,506
Credit loss impairments previously recognized on securities which matured, paid down, prepaid or were sold during the period		(636	)		(2,328	)
Credit loss impairments previously recognized on securities impaired to fair value during the period (1)		—			(3,127	)
Additional credit loss impairments recognized in the current period on securities previously impaired		699			1,220
Increases due to the passage of time on previously recorded credit losses		338			798
Accretion of credit loss impairments previously recognized due to an increase in cash flows expected to be collected		(418	)		(527	)

Balance, end of period	$	27,542		$	27,542


	Three Months Ended June 30, 2011			Six Months Ended June 30, 2011
	(in thousands)
Balance, beginning of period	$	36,886		$	36,820
Credit loss impairments previously recognized on securities which matured, paid down, prepaid or were sold during the period		(3,883	)		(5,575	)
Credit loss impairments previously recognized on securities impaired to fair value during the period (1)		(4,055	)		(4,055	)
Credit loss impairment recognized in the current period on securities not previously impaired		—			85
Additional credit loss impairments recognized in the current period on securities previously impaired		539			2,494
Increases due to the passage of time on previously recorded credit losses		380			693
Accretion of credit loss impairments previously recognized due to an increase in cash flows expected to be collected		(322	)		(917	)

Balance, end of period	$	29,545		$	29,545


	June 30, 2012						December 31, 2011
	Amount (in thousands)			% of Total			Amount (in thousands)			% of Total
Commercial mortgage and other loans by property type:
Industrial	$	251,846			17.5	%	$	261,699			18.4	%
Retail		460,675			32.1			453,352			31.9
Apartments/Multi-Family		227,585			15.8			218,524			15.4
Office		222,394			15.5			223,587			15.8
Hospitality		61,228			4.3			61,910			4.4
Other		96,402			6.7			97,383			6.9

Total commercial mortgage loans by property type		1,320,130			91.9			1,316,455			92.8
Agricultural property loans		116,998			8.1			102,850			7.2

Total commercial mortgage and agricultural loans by property type		1,437,128			100.0	%		1,419,305			100.0	%

Valuation allowance		(11,753	)					(12,813	)

Total net commercial and agricultural mortgage loans by property type	$	1,425,375					$	1,406,492


	June 30, 2012		December 31, 2011
	Total Loans (in thousands)
Allowance for Credit Losses:
Ending balance: individually evaluated for impairment (1)	$	5,552	$	5,743
Ending balance: collectively evaluated for impairment (2)		6,201		7,070

Total ending balance	$	11,753	$	12,813

Recorded Investment: (3)
Ending balance gross of reserves: individually evaluated for impairment (1)	$	17,559	$	17,849
Ending balance gross of reserves: collectively evaluated for impairment (2)		1,419,569		1,401,456

Total ending balance, gross of reserves	$	1,437,128	$	1,419,305


	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
	(in thousands)
Fixed maturities	$	3,474		$	(464	)	$	3,763		$	1,336
Equity securities		(728	)		3,281			(929	)		1,924
Commercial mortgage and other loans		959			1,886			1,060			2,327
Derivatives		4,463			(3,685	)		(14,218	)		22,155
Other		—			6			18			6

Realized investment gains (losses), net	$	8,168		$	1,024		$	(10,306	)	$	27,748


	Net Unrealized Gains (Losses) on Investments			Deferred Policy Acquisition Costs and Other Costs			Policy Holder Account Balances			Deferred Income Tax (Liability) Benefit			Accumulated Other Comprehensive Income (Loss) Related To Net Unrealized Investment Gains (Losses)
	(in thousands)
Balance, December 31, 2011	$	(18,648	)	$	10,187		$	(2,936	)	$	3,958		$	(7,439	)
Net investment gains (losses) on investments arising during the period		4,452			—			—			(1,558	)		2,894
Reclassification adjustment for (gains) losses included in net income		3,309			—			—			(1,158	)		2,151
Reclassification adjustment for OTTI losses excluded from net income(1)		(100	)		—			—			35			(65	)
Impact of net unrealized investment (gains) losses on deferred policy acquisition costs		—			(5,322	)		—			1,863			(3,459	)
Impact of net unrealized investment (gains) losses on Policyholders’ account balance		—			—			1,516			(531	)		985

Balance, June 30, 2012	$	(10,987	)	$	4,865		$	(1,420	)	$	2,609		$	(4,933	)


	Net Unrealized Gains (Losses) on Investments(1)			Deferred Policy Acquisition Costs and Other Costs			Policy Holder Account Balances		Deferred Income Tax (Liability) Benefit			Accumulated Other Comprehensive Income (Loss) Related To Net Unrealized Investment Gains (Losses)
	(in thousands)
Balance, December 31, 2011	$	443,637		$	(179,520	)	$	75,345	$	(118,533	)	$	220,929
Net investment gains (losses) on investments arising during the period		50,404			—			—		(17,640	)		32,764
Reclassification adjustment for (gains) losses included in net income		(6,144	)		—			—		2,150			(3,994	)
Reclassification adjustment for OTTI losses excluded from net income(2)		100			—			—		(35	)		65
Impact of net unrealized investment (gains) losses on deferred policy acquisition costs		—			(14,818	)		—		5,010			(9,808	)
Impact of net unrealized investment (gains) losses on policyholders’ account balances		—			—			15,850		(5,548	)		10,302

Balance, June 30, 2012	$	487,997		$	(194,338	)	$	91,195	$	(134,596	)	$	250,258


	June 30, 2012			December 31, 2011
	(in thousands)
Fixed maturity securities on which an OTTI loss has been recognized	$	(10,987	)	$	(18,648	)
Fixed maturity securities, available-for-sale—all other		453,769			411,366
Equity securities, available-for-sale		58			(1,359	)
Derivatives designated as cash flow hedges (1)		4,401			2,523
Other investments		29,769			31,107

Net unrealized gains (losses) on investments	$	477,010		$	424,989


	June 30, 2012
	Less than twelve months				Twelve months or more				Total
	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
	(in thousands)
Fixed maturities, available-for-sale
U.S. Treasury securities and obligations of U.S. government authorities and agencies	$	5,812	$	3	$	—	$	—	$	5,812	$	3
Obligations of U.S. states and their political subdivisions		13,569		69		—		—		13,569		69
Foreign government bonds		98		2		—		—		98		2
Corporate securities		235,021		3,519		30,536		1,743		265,557		5,262
Asset-backed securities		10,247		42		61,156		13,006		71,403		13,048
Commercial mortgage-backed securities		11,894		12		583		21		12,477		33
Residential mortgage-backed securities		990		41		5,141		122		6,131		163

Total	$	277,631	$	3,688	$	97,416	$	14,892	$	375,047	$	18,580


	June 30, 2012
	Less than twelve months				Twelve months or more				Total
	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
	(in thousands)
Equity securities, available-for-sale	$	1,472	$	1,012	$	—	$	—	$	1,472	$	1,012


	As of June 30, 2012
	Level 1		Level 2		Level 3		Netting (2)			Total
	(in thousands)
Fixed maturities, available for sale:
U.S. Treasury securities and obligations of U.S. government authorities and agencies	$	—	$	190,343	$	4,699	$	—		$	195,042
Obligations of U.S. states and their political subdivisions		—		70,092		—		—			70,092
Foreign government bonds		—		49,342		—		—			49,342
Corporate securities		—		4,260,454		30,459		—			4,290,913
Asset-backed securities		—		266,251		86,915		—			353,166
Commercial mortgage-backed securities		—		520,298		5,331		—			525,629
Residential mortgage-backed securities		—		381,497		—		—			381,497

Sub-total		—		5,738,277		127,404		—			5,865,681
Trading account assets:
Asset-backed securities		—		11,247		—		—			11,247
Commercial mortgage-backed securities		—		4,987		—		—			4,987
Equity securities		—		—		3,381		—			3,381

Sub-total		—		16,234		3,381		—			19,615
Equity securities, available for sale		2,812		8,621		2,255		—			13,688
Short-term investments		3,374		348,551		—		—			351,925
Cash equivalents		17,536		122,219		—		—			139,755
Other long-term investments		—		207,517		3,661		(50,966	)		160,212
Reinsurance recoverables		—		—		1,036,923		—			1,036,923
Other assets		—		189,332		—		—			189,332

Sub-total excluding separate account assets		23,722		6,630,751		1,173,624		(50,966	)		7,777,131
Separate account assets (1)		2,267,385		66,652,385		236,634		—			69,156,404

Total assets	$	2,291,107	$	73,283,136	$	1,410,258	$	(50,966	)	$	76,933,535

Future policy benefits	$	—	$	—	$	1,087,503	$	—		$	1,087,503
Other Liabilities		—		50,966		—		(50,966	)		—

Total liabilities	$	—	$	50,966	$	1,087,503	$	(50,966	)	$	1,087,503


	As of December 31, 2011
	Level 1		Level 2		Level 3		Netting (2)			Total
	(in thousands)
Fixed maturities, available for sale:
U.S. Treasury securities and obligations of U.S. government authorities and agencies	$	—	$	153,704	$	4,696	$	—		$	158,400
Obligations of U.S. states and their political subdivisions		—		49,638		—		—			49,638
Foreign government bonds		—		54,521		—		—			54,521
Corporate securities		—		4,018,233		23,720		—			4,041,953
Asset-backed securities		—		310,816		62,429		—			373,245
Commercial mortgage-backed securities		—		542,323		—		—			542,323
Residential mortgage-backed securities		—		324,044		—		—			324,044

Sub-total		—		5,453,279		90,845		—			5,544,124
Trading account assets:
Asset-backed securities		—		17,419		—		—			17,419
Commercial mortgage-backed securities		—		5,062		—		—			5,062
Equity securities		—		—		3,362		—			3,362

Sub-total		—		22,481		3,362		—			25,843
Equity securities, available for sale		5,617		—		2,652		—			8,269
Short-term investments		101,608		181,673		—		—			283,281
Cash equivalents		42,158		191,920		—		—			234,078
Other long term investments		—		180,603		686		(57,612	)		123,677
Reinsurance recoverables		—		—		868,824		—			868,824
Other assets		—		192,824				—			192,824

Sub-total excluding separate account assets		149,383		6,222,780		966,369		(57,612	)		7,280,920
Separate account assets (1)		1,803,852		56,130,595		222,324		—			58,156,771

Total assets	$	1,953,235	$	62,353,375	$	1,188,693	$	(57,612	)	$	65,437,691

Future policy benefits	$	—	$	—	$	912,988	$	—		$	912,988
Other Liabilities		—		57,612		—		(57,612	)		—

Total liabilities	$	—	$	57,612	$	912,988	$	(57,612	)	$	912,988


	As of June 30, 2012
	Internal (1)		External (2)		Total
	(in thousands)
U.S. Treasury securities and obligations of U.S. government authorities and agencies	$	—	$	4,699	$	4,699
Corporate securities		29,590		869		30,459
Asset-backed securities		843		86,072		86,915
Commercial mortgage-backed securities		—		5,331		5,331
Equity securities		2,255		3,381		5,636
Other long-term investments		2,930		731		3,661
Reinsurance recoverables		1,036,923		—		1,036,923

Sub-total excluding separate account assets		1,072,541		101,083		1,173,624
Separate account assets		75,869		160,765		236,634

Total assets	$	1,148,410	$	261,848	$	1,410,258

Future policy benefits	$	1,087,503	$	—	$	1,087,503

Total liabilities	$	1,087,503	$	—	$	1,087,503


	Three Months Ended June 30, 2012
	Fixed Maturities, Available for Sale - U.S. Treasury Securities		Fixed Maturities, Available for Sale - Corporate Securities			Fixed Maturities, Available for Sale - Asset- Backed Securities			Fixed Maturity Available for Sale - Commercial Mortgage- Backed Securities		Other Trading Account Assets - Equity Securities
	(in thousands)
Fair value, beginning of period assets/(liabilities)	$	4,697	$	47,422		$	51,440		$	—	$	3,461
Total gains (losses) (realized/unrealized):
Included in earnings:
Realized investment gains (losses), net		—		(3,046	)		77			—		—
Asset management fees and other income		—		—			—			—		(30	)
Included in other comprehensive income (loss)		2		(619	)		(11	)		85		—
Net investment income		—		27			148			—		—
Purchases		—		5,027			37,282			—		—
Sales		—		(80	)		—			—		—
Issuances		—		(1,769	)		—			—		—
Settlements		—		(481	)		(2,021	)		—		(50	)
Transfers into Level 3 (2)		—		—			—			5,246		—
Transfers out of Level 3 (2)		—		(16,022	)		—			—		—

Fair value, end of period assets/(liabilities)	$	4,699	$	30,459		$	86,915		$	5,331	$	3,381

Unrealized gains (losses) for the period relating to those Level 3 assets that were still held at the end of the period (3):
Included in earnings:
Realized investment gains (losses), net	$	—	$	—		$	—		$	—	$	—
Asset management fees and other income	$	—	$	—		$	—		$	—	$	(30	)
Interest credited to policyholder account balances	$	—	$	—		$	—		$	—	$	—
Included in other comprehensive income (loss)	$	2	$	(601	)	$	27		$	85	$	—


	Three Months Ended June 30, 2012
	Equity Securities, Available for Sale			Other Long-term investments			Reinsurance Recoverable		Separate Account Assets (1)			Future Policy Benefits
	(in thousands)
Fair value, beginning of period assets/(liabilities)	$	2,561		$	3,738		$	343,816	$	238,983		$	(350,661	)
Total gains (losses) (realized/unrealized):
Included in earnings:
Realized investment gains (losses), net		—			(192	)		572,067		170			(633,456	)
Asset management fees and other income		—			(26	)		—		—			—
Interest credited to policyholder account balances		—			—			—		(4,753	)		—
Included in other comprehensive income (loss)		(302	)		—			—		—			—
Net investment income		—			—			—		—			—
Purchases		—			143			121,040		15,081			—
Sales		—			—			—		(12,847	)		—
Issuances		—			—			—		—			(103,386	)
Settlements		—			(2	)		—		—			—
Transfers into Level 3 (2)		—			—			—		—			—
Transfers out of Level 3 (2)		(4	)		—			—		—			—

Fair value, end of period assets/(liabilities)	$	2,255		$	3,661		$	1,036,923	$	236,634		$	(1,087,503	)

Unrealized gains (losses) for the period relating to those Level 3 assets that were still held at the end of the period (3):
Included in earnings:
Realized investment gains (losses), net	$	—		$	(192	)	$	575,880	$	—		$	(637,356	)
Asset management fees and other income	$	—		$	(26	)	$	—	$	—		$	—
Interest credited to policyholder account balances	$	—		$	—		$	—	$	(4,754	)	$	—
Included in other comprehensive income (loss)	$	(102	)	$	—		$	—	$	—		$	—


	Six Months Ended June 30, 2012
	Fixed Maturities, Available For Sale – U.S. Treasury Securities		Fixed Maturities, Available For Sale – Corporate Securities			Fixed Maturities, Available For Sale – Asset- Backed Securities			Fixed Maturity Available for Sale – Commercial Mortgage- Backed Securities		Other Trading Account Assets – Equity Securities
	(in thousands)
Fair value, beginning of period	$	4,696	$	23,720		$	62,429		$	—	$	3,362
Total gains (losses) (realized/unrealized):
Included in earnings:
Realized investment gains (losses), net		—		(2,971	)		77			—		—
Asset management fees and other income		—		—			—			—		69
Included in other comprehensive income (loss)		3		180			2,661			85		—
Net investment income		—		49			253			—		—
Purchases		—		8,392			37,282			—		—
Sales		—		(83	)		—			—		—
Issuances		—		—			—			—		—
Settlements		—		(4,363	)		(9,972	)		—		(50	)
Transfers into Level 3 (2)		—		21,655			—			5,246		—
Transfers out of Level 3 (2)		—		(16,120	)		(5,815	)		—		—

Fair value, end of period	$	4,699	$	30,459		$	86,915		$	5,331	$	3,381


	Six Months Ended June 30, 2011
	Fixed Maturities, Available For Sale – U.S. Treasury Securities		Fixed Maturities, Available For Sale – Corporate Securities			Fixed Maturities Available For Sale – Asset- Backed Securities			Fixed Maturities Available For Sale – Commercial Mortgage- Backed Securities		Equity Securities, Available for Sale
	(in thousands)
Fair value, beginning of period	$	—	$	49,050		$	59,770		$	—	$	1,792
Total gains (losses) (realized/unrealized):
Included in earnings:
Realized investment gains (losses), net		—		(1,701	)		806			—		(2,443	)
Asset administration fees and other income		—		—			—			—		—
Included in other comprehensive income (loss)		—		(244	)		410			—		2,437
Net investment income		—		148			598			—		—
Purchases		4,700		7,415			11,089			5,019		696
Sales		—		(661	)		(8,160	)		—		—
Issuances		—		677			—			—		—
Settlements		—		(12,868	)		(4,159	)		—		—
Transfers into Level 3 (2)		—		10,442			—			—		8,695
Transfers out of Level 3 (2)		—		(4,244	)		(3,965	)		—		—

Fair value, end of period	$	4,700	$	48,014		$	56,389		$	5,019	$	11,177

Unrealized gains (losses) for the period relating to those Level 3 assets that were still held at the end of the period (3):
Included in earnings:
Realized investment gains (losses), net	$	—	$	(2,395	)	$	(7	)	$	—	$	(1,221	)
Asset administration fees and other income	$	—	$	—		$	—		$	—	$	—
Interest credited to policyholder account balances	$	—	$	—		$	—		$	—	$	—
Included in other comprehensive income (loss)	$	—	$	452		$	256		$	—	$	884

	Six Months Ended June 30, 2011
	Other Long- Term Investments		Reinsurance Recoverables			Other Assets			Separate Account Assets (1)		Future Policy Benefits
	(in thousands)
Fair value, beginning of period	$	—	$	(373,000	)	$	24,278		$	198,451	$	452,822
Total gains or (losses) (realized/unrealized):
Included in earnings:
Realized investment gains (losses), net		200		(230,421	)		—			348		260,212
Asset administration fees and other income		—		—			—			—		—
Interest credited to policyholder account balances		—		—			—			9,990		—
Included in other comprehensive income (loss)		—		—			(55	)		—		—
Net investment income		—		—			—			—		—
Purchases		—		106,521			430			11,000		—
Sales		—		—			—			—		—
Issuances		—		—			—			—		(121,012	)
Settlements		—		—			(2	)		—		—
Transfers into Level 3 (2)		—		—			—			—		—
Transfers out of Level 3 (2)		—		—			(24,651	)		—		—

Fair value, end of period	$	200	$	(496,900	)	$	—		$	219,789	$	592,022

Unrealized gains (losses) for the period relating to those Level 3 assets that were still held at the end of the period (3):
Included in earnings:
Realized investment gains (losses), net	$	174	$	(232,242	)	$	—		$	—	$	262,680
Asset administration fees and other income	$	—	$	—		$	—		$	—	$	—
Interest credited to policyholder account balances	$	—	$	—		$	—		$	893	$	—
Included in other comprehensive income (loss)	$	—	$	—		$	(55	)	$	—	$	—


	June 30, 2012							December 31, 2011
	Notional Amount		Fair Value					Notional Amount		Fair Value
Primary Underlying	Notional Amount		Assets		Liabilities			Notional Amount		Assets		Liabilities
	(in thousands)
Qualifying Hedges
Currency/Interest Rate
Currency Swaps	$	84,118	$	5,178	$	(617	)	$	60,507	$	3,500	$	(865	)

Total Qualifying Hedges	$	84,118	$	5,178	$	(617	)	$	60,507	$	3,500	$	(865	)

Non-Qualifying Hedges
Interest Rate
Non-Currency Swaps	$	1,014,400	$	120,616	$	(2,713	)	$	766,900	$	98,500	$	(2,110	)
Currency
Forwards		6,972		—		(62	)		7,273		37		(108	)
Credit
Credit Default Swaps		14,275		470		(825	)		73,000		203		(667	)
Currency/Interest Rate
Currency Swaps		44,736		3,019		(890	)		52,236		2,522		(1,502	)
Equity
Equity Non-Currency Swaps		246,721		4,071		(7,541	)		137,175		—		(4,680	)
Equity Options		15,044,961		77,092		(38,318	)		7,956,521		75,945		(47,680	)

Total Non-Qualifying Hedges		16,372,065		205,268		(50,349	)		8,993,105		177,207		(56,747	)


Total Derivatives (1)	$	16,456,183	$	210,446	$	(50,966	)	$	9,053,612	$	180,707	$	(57,612	)


	Three Months Ended June 30, 2012
	Realized Investment Gains/ (Losses)			Net Investment Income		Other Income		Accumulated Other Comprehensive Income (1)
	(in thousands)
Qualifying Hedges
Cash flow hedges
Currency/Interest Rate	$	4		$	167	$	49	$	3,818

Total qualifying hedges		4			167		49		3,818

Non-qualifying hedges
Interest Rate		48,936			—		—		—
Currency		180			—		—		—
Currency/Interest Rate		2,013			—		31		—
Credit		108			—		—		—
Equity		4,950			—		—		—
Embedded Derivatives		(51,729	)		—		—		—

Total non-qualifying hedges		4,458			—		31		—

Total	$	4,462		$	167	$	80	$	3,818


	(in thousands)
Balance, December 31, 2011	$	2,523
Net deferred losses on cash flow hedges from January 1 to June 30, 2012		2,206
Amount reclassified into current period earnings		(328	)

Balance, June 30, 2012	$	4,401


	June 30, 2012			June 30, 2011
	(in thousands)
Gross life insurance face amount in force	$	588,588,790		$	557,124,221
Reinsurance ceded		(535,372,568	)		(502,919,309	)

Net life insurance face amount in force	$	53,216,222		$	54,204,912


	Three Months Ended June 30, 2012			Six Months Ended June 30, 2012
	(in thousands)
Gross policy charges and fee income	$	(46,828	)	$	(91,079	)
Net investment income		(239	)		(578	)
Other income		4,455			8,029
Interest credited to policyholders’ account balance		11,718			23,573
Policyholders’ benefits		22,778			45,262
Reinsurance expense allowances, net of capitalization and amortization		15,011			25,081


	Three Months Ended June 30, 2012									Three Months Ended June 30, 2011
	Amortization of DAC and DSI (1)			Reserves for GMDB / GMIB (2)			Total			Amortization of DAC and DSI (1)			Reserves for GMDB / GMIB (2)			Total
	(in thousands)
Quarterly market performance adjustment	$	(21,776	)	$	(28,760	)	$	(50,536	)	$	(7,168	)	$	(3,632	)	$	(10,799	)
Quarterly adjustment for current period experience and other updates (3)		832			(2,395	)		(1,563	)		4,686			(1,352	)		3,334

Total	$	(20,944	)	$	(31,155	)	$	(52,099	)	$	(2,482	)	$	(4,984	)	$	(7,465	)