PRUCO LIFE INSURANCE CO - FORM 10-Q

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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

_____________________________________

FORM 10-Q

_____________________________________

(Mark One)



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

For the quarterly period ended June 30, 2015



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

For the Transition Period from to

Commission file number 033-37587

_____________________________________

Pruco Life Insurance

Company

(Exact name of Registrant as specified in its charter)



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

213 Washington Street, Newark, New Jersey 07102

(Address of principal executive offices) (Zip Code)

(973) 802-6000

(Registrant’s Telephone Number, including area code)

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

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

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



Large accelerated filer	¨	Accelerated filer	¨

Non-accelerated filer	x	Smaller reporting Company	¨

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

As of August 13, 2015, 250,000 shares of the registrant’s Common Stock (par value $10), were outstanding. As of such date, The Prudential Insurance Company of America, a New Jersey corporation, owned all of the Registrant’s Common Stock.

Pruco Life Insurance Company meets the conditions set

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

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

Table of Contents

TABLE OF CONTENTS



		Page Number
PART I—FINANCIAL INFORMATION

Item 1.	Financial Statements:	4

	Unaudited Interim Consolidated Statements of Financial Position as of June 30, 2015 and December 31, 2014	4

	Unaudited Interim Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and six months ended June 30, 2015 and 2014	5

	Unaudited Interim Consolidated Statements of Equity for the six months ended June 30, 2015 and 2014	6

	Unaudited Interim Consolidated Statements of Cash Flows for the six months ended June 30, 2015 and 2014	7

	Notes to Unaudited Interim Consolidated Financial Statements	8

	1. Business and Basis of Presentation	8

	2. Significant Accounting Policies and Pronouncements	9

	3. Investments	9

	4. Fair Value of Assets and Liabilities	19

	5. Derivative Instruments	38

	6. Commitments, Contingent Liabilities and Litigation and Regulatory Matters	43

	7. Related Party Transactions	44

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	52

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	61

Item 4.	Controls and Procedures	61

PART II—OTHER INFORMATION		62

Item 1.	Legal Proceedings	62

Item 1A.	Risk Factors	62

Item 6.	Exhibits	63

SIGNATURES		64

Table of Contents

FORWARD LOOKING STATEMENTS

Certain of the statements included in this Quarterly Report on Form 10-Q, including but not limited to those in Management’s Discussion and Analysis of Financial Condition and Results of Operations, constitute forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Words such as “expects,” “believes,” “anticipates,” “includes,” “plans,” “assumes,” “estimates,” “projects,” “intends,” “should,” “will,” “shall” or variations of such words are generally part of forward-looking statements. Forward-looking statements are made based on management’s current expectations and beliefs concerning future developments and their potential effects upon Pruco Life Insurance Company and its subsidiaries. There can be no assurance that future developments affecting Pruco Life Insurance Company and its subsidiaries will be those anticipated by management. These forward-looking statements are not a guarantee of future performance and involve risks and uncertainties, and there are certain important factors that could cause actual results to differ, possibly materially, from expectations or estimates reflected in such forward-looking statements, including, among others: (1) general economic, market and political conditions, including the performance and fluctuations of fixed income, equity, real estate and other financial markets; (2) the availability and cost of additional debt or equity capital or external financing for our operations; (3) interest rate fluctuations or prolonged periods of low interest rates; (4) the degree to which we choose not to hedge risks, or the potential ineffectiveness or insufficiency of hedging or risk management strategies we do implement; (5) 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, utilization, 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 our Annual Report on Form 10-K for the year ended December 31, 2014 for discussion of certain risks relating to our business and investment in our securities.

Table of Contents

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

PRUCO LIFE INSURANCE COMPANY

Unaudited Interim Consolidated Statements of Financial Position

As of June 30, 2015 and December 31, 2014 (in thousands, except share amounts)



	June 30, 2015		December 31, 2014
ASSETS
Fixed maturities, available-for-sale, at fair value (amortized cost: 2015 – $6,306,640; 2014 – $5,866,873)	$	6,456,275	$	6,194,564
Equity securities, available-for-sale, at fair value (cost: 2015 – $33,888; 2013 – $28,881)	34,343		29,500
Trading account assets, at fair value	61,576		49,661
Policy loans	1,137,735		1,123,912
Short-term investments	78,974		121,272
Commercial mortgage and other loans	1,747,153		1,681,553
Other long-term investments	333,346		298,143
Total investments	9,849,402		9,498,605
Cash and cash equivalents	171,501		214,952
Deferred policy acquisition costs	5,142,050		5,066,855
Accrued investment income	93,591		90,506
Reinsurance recoverables	19,642,472		20,594,371
Receivables from parent and affiliates	253,813		261,915
Deferred sales inducements	781,045		836,791
Other assets	85,881		83,417
Separate account assets	111,738,870		109,194,192
TOTAL ASSETS	$	147,758,625	$	145,841,604
LIABILITIES AND EQUITY
LIABILITIES
Policyholders’ account balances	$	16,291,181	$	15,250,055
Future policy benefits and other policyholder liabilities	12,353,839		13,915,330
Cash collateral for loaned securities	109,798		65,418
Income taxes	190,519		256,168
Short-term debt to affiliates	373,000		423,000
Long-term debt to affiliates	1,281,000		1,288,000
Payables to parent and affiliates	55,039		66,581
Other liabilities	838,506		828,875
Separate account liabilities	111,738,870		109,194,192
TOTAL LIABILITIES	143,231,752		141,287,619
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	779,973		792,153
Retained earnings	3,649,300		3,580,641
Accumulated other comprehensive income	95,100		178,691
TOTAL EQUITY	4,526,873		4,553,985
TOTAL LIABILITIES AND EQUITY	$	147,758,625	$	145,841,604

See Notes to Unaudited Interim Consolidated Financial Statements

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PRUCO LIFE INSURANCE COMPANY

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

Three and Six Months Ended June 30, 2015 and 2014 (in thousands)



	Three Months Ended June 30,						Six Months Ended June 30,
	2015			2014			2015			2014
REVENUES
Premiums	$	23,482		$	18,007		$	39,119		$	33,252
Policy charges and fee income	530,033			523,196			1,070,798			1,036,821
Net investment income	101,486			103,220			204,906			201,697
Asset administration fees	102,365			93,727			201,052			183,151
Other income	15,013			13,167			32,230			26,574
Realized investment gains (losses), net:
Other-than-temporary impairments on fixed maturity securities	(382		)	(363		)	(415		)	(363		)
Other-than-temporary impairments on fixed maturity securities transferred to other comprehensive income	10			236			32			236
Other realized investment gains (losses), net	(170,284		)	31,795			(111,248		)	117,326
Total realized investment gains (losses), net	(170,656		)	31,668			(111,631		)	117,199
TOTAL REVENUES	601,723			782,985			1,436,474			1,598,694
BENEFITS AND EXPENSES
Policyholders’ benefits	57,266			72,131			115,667			157,166
Interest credited to policyholders’ account balances	48,243			83,776			165,720			163,579
Amortization of deferred policy acquisition costs	(13,691		)	84,352			289,060			146,588
General, administrative and other expenses	273,770			243,023			532,316			485,084
TOTAL BENEFITS AND EXPENSES	365,588			483,282			1,102,763			952,417
INCOME FROM OPERATIONS BEFORE INCOME TAXES	236,135			299,703			333,711			646,277
Income tax expense	21,706			50,634			35,052			118,038
NET INCOME	$	214,429		$	249,069		$	298,659		$	528,239
Other comprehensive income (loss), before tax:
Foreign currency translation adjustments	182			(34		)	(338		)	(36		)
Net unrealized investment gains (losses):
Unrealized investment gains (losses) for the period	(205,640		)	77,811			(123,909		)	170,185
Reclassification adjustment for (gains) losses included in net income	(1,930		)	(4,648		)	(4,044		)	(5,920		)
Net unrealized investment gains (losses)	(207,570		)	73,163			(127,953		)	164,265
Other comprehensive income (loss), before tax	(207,388		)	73,129			(128,291		)	164,229
Less: Income tax expense (benefit) related to:
Foreign currency translation adjustments	64			(13		)	(118		)	(13		)
Net unrealized investment gains (losses)	(72,448		)	25,607			(44,582		)	57,493
Total	(72,384		)	25,594			(44,700		)	57,480
Other comprehensive income (loss), net of tax:	(135,004		)	47,535			(83,591		)	106,749
COMPREHENSIVE INCOME (LOSS)	$	79,425		$	296,604		$	215,068		$	634,988

See Notes to Unaudited Interim Consolidated Financial Statements

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PRUCO LIFE INSURANCE COMPANY

Unaudited Interim Consolidated Statements of Equity

Six Months Ended June 30, 2015 and 2014 (in thousands)



	Common Stock		Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Total Equity
Balance, December 31, 2014	$	2,500	$	792,153		$	3,580,641		$	178,691		$	4,553,985
Dividend to parent	—		—			(230,000		)	—			(230,000		)
Contributed (distributed) capital-parent/children asset transfers	—		(12,180		)	—			—			(12,180		)
Comprehensive income (loss):
Net income (loss)	—		—			298,659			—			298,659
Other comprehensive income (loss), net of tax	—		—			—			(83,591		)	(83,591		)
Total comprehensive income (loss)												215,068
Balance, June 30, 2015	$	2,500	$	779,973		$	3,649,300		$	95,100		$	4,526,873



	Common Stock		Additional Paid-in Capital		Retained Earnings			Accumulated Other Comprehensive Income (Loss)		Total Equity
Balance, December 31, 2013	$	2,500	$	804,237	$	3,542,838		$	56,646	$	4,406,221
Dividend to parent	—		—		(338,000		)	—		(338,000		)
Contributed (distributed) capital-parent/children asset transfers	—		130		—			—		130
Comprehensive income (loss):
Net income (loss)	—		—		528,239			—		528,239
Other comprehensive income (loss), net of tax	—		—		—			106,749		106,749
Total comprehensive income (loss)										634,988
Balance, June 30, 2014	$	2,500	$	804,367	$	3,733,077		$	163,395	$	4,703,339

See Notes to Unaudited Interim Consolidated Financial Statements

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PRUCO LIFE INSURANCE COMPANY

Unaudited Interim Consolidated Statements of Cash Flows

Six Months Ended June 30, 2015 and 2014 (in thousands)



	2015			2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	298,659		$	528,239
Adjustments to reconcile net income to net cash provided by operating activities:
Policy charges and fee income	(631		)	(64,985		)
Interest credited to policyholders’ account balances	165,720			163,579
Realized investment (gains) losses, net	111,631			(117,199		)
Amortization and other non-cash items	(36,806		)	(33,590		)
Change in:
Future policy benefits and other insurance liabilities	753,124			737,608
Reinsurance recoverables	(767,317		)	(694,973		)
Accrued investment income	(3,085		)	(682		)
Net payable to/receivable from parent and affiliates	(13,058		)	(5,096		)
Deferred policy acquisition costs	(7,934		)	(155,604		)
Income taxes	(14,390		)	50,967
Deferred sales inducements	(3,969		)	(5,159		)
Derivatives, net	(65,542		)	(5,760		)
Other, net	(24,523		)	(33,717		)
Cash flows from operating activities	$	391,879		$	363,628
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from the sale/maturity/prepayment of:
Fixed maturities, available-for-sale	$	431,458		$	471,833
Short-term investments	500,631			216,793
Policy loans	60,685			55,823
Ceded policy loans	(3,639		)	(3,157		)
Commercial mortgage and other loans	49,051			53,735
Other long-term investments	6,902			3,624
Equity securities, available-for-sale	—			5,210
Trading account assets	991			1,375
Payments for the purchase/origination of:
Fixed maturities, available-for-sale	(852,120		)	(665,106		)
Short-term investments	(456,792		)	(309,812		)
Policy loans	(52,453		)	(56,217		)
Ceded policy loans	5,868			5,048
Commercial mortgage and other loans	(114,378		)	(118,865		)
Other long-term investments	(21,089		)	(19,454		)
Equity securities, available-for-sale	(5,010		)	(40,101		)
Trading account assets	(12,001		)	(8,800		)
Notes receivable from parent and affiliates, net	8,470			(12,232		)
Derivatives, net	(7,777		)	(12,028		)
Other, net	1,164			512
Cash flows used in investing activities	$	(460,039	)	$	(431,819	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Policyholders’ account deposits	$	1,763,866		$	1,401,561
Ceded policyholders’ account deposits	(497,677		)	(279,695		)
Policyholders’ account withdrawals	(1,006,256		)	(843,350		)
Ceded policyholders’ account withdrawals	26,208			17,509
Net change in securities sold under agreement to repurchase and cash collateral for loaned securities	44,380			9,450
Dividend to parent	(230,000		)	(338,000		)
Contributed (distributed) capital - parent/child asset transfers	(18,739		)	130
Net change in financing arrangements (maturities 90 days or less)	—			57,100
Proceeds from the issuance of debt (maturities longer than 90 days)	72,000			—
Repayments of debt (maturities longer than 90 days)	(129,000		)	(129,000		)
Drafts outstanding	(73		)	10,770
Cash flows from (used in) financing activities	$	24,709		$	(93,525	)
NET DECREASE IN CASH AND CASH EQUIVALENTS	(43,451		)	(161,716		)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR	214,952			307,243
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	171,501		$	145,527

See Notes to Unaudited Interim Consolidated Financial Statements

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PRUCO LIFE INSURANCE COMPANY

Notes to Unaudited Interim Consolidated Financial Statements

1. BUSINESS AND BASIS OF PRESENTATION

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

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

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

Acquisition of The Hartford’s Individual Life Insurance Business

On January 2, 2013, Prudential Insurance acquired the individual life insurance business of The Hartford Financial Services Group, Inc. (“The Hartford”) through a reinsurance transaction. Under the agreement, Prudential Insurance paid The Hartford cash consideration of $615 million, primarily in the form of a ceding commission to provide reinsurance for approximately 700,000 life insurance policies with net retained face amount in force of approximately $141 billion. This acquisition increased the Company’s scale in the U.S. individual life insurance market, particularly universal life products, and provides complimentary distribution opportunities through expanded wirehouse and bank distribution channels.

In connection with this transaction, Prudential Insurance retroceded to the Company the portion of the assumed business that is classified as guaranteed universal life insurance (“GUL”), with account values of approximately $4 billion as of January 2, 2013. The Company has reinsured more than 79,000 GUL policies with a net retained face amount in force of approximately $30 billion. The Company then retroceded all of the GUL policies to an affiliated captive reinsurance company. Collectively, these transactions do not have a material impact on equity, as determined in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), or the statutory capital and surplus of the Company.

Basis of Presentation

The Unaudited Interim Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) on a basis consistent with reporting interim financial information in accordance with instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission (“SEC”). Intercompany balances and transactions have been eliminated.

In the opinion of management, all adjustments necessary for a fair statement of the financial position and results of operations have been made. All such adjustments are of a normal, recurring nature. Interim results are not necessarily indicative of the results that may be expected for the full year. These financial statements should be read in conjunction with the Company’s Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.

Use of Estimates

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

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

Reclassifications

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

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PRUCO LIFE INSURANCE COMPANY

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

2. SIGNIFICANT ACCOUNTING POLICIES AND PRONOUNCEMENTS

This section supplements, and should be read in conjunction with, Note 2 to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.

Adoption of New Accounting Pronouncements

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

In January 2014, the FASB issued updated guidance for troubled debt restructurings clarifying when an in-substance repossession or foreclosure occurs, and when a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan. The new guidance became effective for annual periods and interim periods within those annual periods that began after December 15, 2014 and was applied prospectively. Adoption of the guidance did not have a significant effect on the Company’s consolidated financial position, results of operations or financial statement disclosures.

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

In August 2014, the FASB issued guidance requiring that mortgage loans be derecognized and that a separate other receivable be recognized upon foreclosure if certain conditions are met. Upon foreclosure, the separate other receivable should be measured based on the amount of the loan balance (principal and interest) expected to be recovered from the guarantor. The new guidance became effective for annual periods and interim periods within those annual periods that began after December 15, 2014 and was applied prospectively. Adoption of the guidance did not have a significant effect on the Company’s consolidated financial position, results of operations or financial statement disclosures.

Future Adoption of New Accounting Pronouncements

In May 2014, the FASB issued updated guidance on accounting for revenue recognition. The guidance is based on the core principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. The guidance also requires additional disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from cost incurred to obtain or fulfill a contract. Revenue recognition for insurance contracts is explicitly scoped out of the guidance. The new guidance is effective for annual periods and interim periods within those annual periods, beginning after December 15, 2017 and must be applied using one of two retrospective application methods. Early adoption is not permitted. The Company is currently assessing the impact of the guidance on the Company’s consolidated financial position, results of operations and financial statement disclosures.

In February 2015, the FASB issued updated guidance that changes the rules regarding consolidation. The pronouncement eliminates specialized guidance for limited partnerships and similar legal entities, and removes the indefinite deferral for certain investment funds. The new guidance is effective for annual periods and interim periods within those annual periods beginning after December 15, 2015, with early adoption permitted. The Company is currently assessing the impact of the guidance on the Company’s consolidated financial position, results of operations and financial statement disclosures.

3. INVESTMENTS

Fixed Maturities and Equity Securities

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

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PRUCO LIFE INSURANCE COMPANY

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)



	June 30, 2015
	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	$	87,356	$	7,475	$	281	$	94,550	$	—
Obligations of U.S. states and their political subdivisions	514,705		9,079		8,318		515,466		—
Foreign government bonds	68,600		3,359		1,570		70,389		—
Public utilities	719,827		36,525		15,630		740,722		—
Redeemable preferred stock	5,283		1,627		145		6,765		—
All other corporate securities	3,879,079		158,995		70,141		3,967,933		(245		)
Asset-backed securities (1)	479,954		8,082		689		487,347		(3,445		)
Commercial mortgage-backed securities	431,935		13,615		1,751		443,799		—
Residential mortgage-backed securities (2)	119,901		9,480		77		129,304		(769		)
Total fixed maturities, available-for-sale	$	6,306,640	$	248,237	$	98,602	$	6,456,275	$	(4,459	)
Equity securities, available-for-sale
Common Stocks:
Public utilities	$	66	$	10	$	—	$	76
Industrial, miscellaneous & other	2		224		—		226
Mutual funds	33,480		764		841		33,403
Non-redeemable preferred stocks	340		298		—		638
Total equity securities, available-for-sale	$	33,888	$	1,296	$	841	$	34,343


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


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


(3)	Represents the amount of other-than-temporary impairment losses in Accumulated Other Comprehensive Income ("AOCI"), which were not included in earnings. Amount excludes $9.7 million of net unrealized gains on impaired available-for-sale securities relating to changes in the value of such securities subsequent to the impairment measurement date.



	December 31, 2014
	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	$	83,372	$	8,711	$	1	$	92,082	$	—
Obligations of U.S. states and their political subdivisions	310,518		15,323		187		325,654		—
Foreign government bonds	35,228		3,284		14		38,498		—
Public utilities	683,652		62,060		3,288		742,424		—
Redeemable preferred stock	3,185		763		137		3,811		—
All other corporate securities	3,743,804		227,939		20,820		3,950,923		(247		)
Asset-backed securities (1)	395,180		8,281		1,210		402,251		(3,531		)
Commercial mortgage-backed securities	482,769		17,978		1,868		498,879		—
Residential mortgage-backed securities (2)	129,165		10,902		25		140,042		(836		)
Total fixed maturities, available-for-sale	$	5,866,873	$	355,241	$	27,550	$	6,194,564	$	(4,614	)
Equity securities, available-for-sale
Common Stocks:
Public utilities	$	66	$	23	$	—	$	89
Industrial, miscellaneous & other	5		173		—		178
Mutual funds	28,470		468		295		28,643
Non-redeemable preferred stocks	340		250		—		590
Total equity securities, available-for-sale	$	28,881	$	914	$	295	$	29,500

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PRUCO LIFE INSURANCE COMPANY

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)


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


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


(3)	Represents the amount of other-than-temporary impairment losses in AOCI, which were not included in earnings. Amount excludes $10 million of net unrealized gains on impaired available-for-sale securities relating to changes in the value of such securities subsequent to the impairment measurement date.

The amortized cost and fair value of fixed maturities by contractual maturities at June 30, 2015, are as follows:



	Available-for-Sale
	Amortized Cost		Fair Value
	(in thousands)
Due in one year or less	$	317,118	$	323,093
Due after one year through five years	1,112,526		1,177,472
Due after five years through ten years	1,250,660		1,276,338
Due after ten years	2,594,546		2,618,922
Asset-backed securities	479,954		487,347
Commercial mortgage-backed securities	431,935		443,799
Residential mortgage-backed securities	119,901		129,304
Total	$	6,306,640	$	6,456,275

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 and related investment gains (losses), as well as losses on impairments of both fixed maturities and equity securities:



	Three Months Ended June 30,						Six Months Ended June 30,
	2015			2014			2015			2014
	(in thousands)
Fixed maturities, available-for-sale
Proceeds from sales	$	46,614		$	78,591		$	134,934		$	118,477
Proceeds from maturities/repayments	150,345			165,763			302,168			347,782
Gross investment gains from sales, prepayments and maturities	2,546			5,147			5,063			6,826
Gross investment losses from sales and maturities	(242		)	(517		)	(633		)	(924		)
Equity securities, available-for-sale
Proceeds from sales	$	—		$	5,210		$	—		$	5,210
Proceeds from maturities/repayments	—			—			—			—
Gross investment gains from sales	—			145			—			145
Gross investment losses from sales	—			—			—			—
Fixed maturity and equity security impairments
Net writedowns for other-than-temporary impairment losses on fixed maturities recognized in earnings (1)	$	(372	)	$	(127	)	$	(384	)	$	(127	)
Writedowns for impairments on equity securities	(2		)	—			(2		)	—


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

As discussed in Note 2 to the Company’s Consolidated Financial Statements included in the Annual Report on Form 10-K for the year ended December 31, 2014, a portion of certain OTTI losses on fixed maturity securities is recognized in “Other comprehensive income (loss)” (“OCI”). For these securities, the net amount recognized in earnings (“credit loss impairments”) represents the difference between the amortized cost of the security and the net present value of its projected future cash flows discounted at the effective interest rate implicit in the debt security prior to impairment. Any remaining difference between the fair value and amortized cost is recognized in OCI. The following tables set forth the amount of pre-tax credit loss impairments on fixed maturity securities held by the Company as of the dates indicated, for which a portion of the OTTI loss was recognized in OCI, and the corresponding changes in such amounts.

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PRUCO LIFE INSURANCE COMPANY

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)



	Three Months Ended			Six Months Ended
	June 30, 2015			June 30, 2015
	(in thousands)
Balance, beginning of period	$	8,628		$	8,729
Credit loss impairments previously recognized on securities which matured, paid down, prepaid or were sold during the period	(69		)	(133		)
Credit loss impairment recognized in the current period on securities not previously impaired	—			—
Additional credit loss impairments recognized in the current period on securities previously impaired	15			27
Increases due to the passage of time on previously recorded credit losses	40			77
Accretion of credit loss impairments previously recognized due to an increase in cash flows expected to be collected	(58		)	(144		)
Balance, end of period	$	8,556		$	8,556



	Three Months Ended			Six Months Ended
	June 30, 2014			June 30, 2014
	(in thousands)
Balance, beginning of period	$	10,173		$	14,661
Credit loss impairments previously recognized on securities which matured, paid down, prepaid or were sold during the period	(1,449		)	(5,918		)
Credit loss impairment recognized in the current period on securities not previously impaired	—			—
Additional credit loss impairments recognized in the current period on securities previously impaired	—			—
Increases due to the passage of time on previously recorded credit losses	101			202
Accretion of credit loss impairments previously recognized due to an increase in cash flows expected to be collected	(278		)	(398		)
Balance, end of period	$	8,547		$	8,547

Trading Account Assets

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



	June 30, 2015				December 31, 2014
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
	(in thousands)
Fixed maturities	$	43,527	$	43,207	$	43,490	$	44,121
Equity securities	14,761		18,369		3,447		5,540
Total trading account assets	$	58,288	$	61,576	$	46,937	$	49,661

The net change in unrealized gains (losses) from trading account assets still held at period end, recorded within “Other income” was $0.2 million and $0.0 million for the three months ended June 30, 2015 and 2014, respectively, and $0.9 million and $0.0 million during the six months ended June 30, 2015 and 2014, respectively.

Commercial Mortgage and Other Loans

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

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PRUCO LIFE INSURANCE COMPANY

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)



	June 30, 2015					December 31, 2014
	Amount (in thousands)			% of Total		Amount (in thousands)			% of Total
Commercial mortgage and agricultural property loans by property type:
Retail	$	449,519		25.8	%	$	439,679		26.2	%
Apartments/Multi-Family	421,801			24.2		401,568			23.9
Industrial	293,672			16.9		286,104			17.1
Office	281,870			16.2		244,072			14.6
Other	93,099			5.3		99,083			5.9
Hospitality	90,989			5.2		92,126			5.5
Total commercial mortgage loans	1,630,950			93.6		1,562,632			93.2
Agricultural property loans	111,668			6.4		114,665			6.8
Total commercial mortgage and agricultural property loans by property type	1,742,618			100.0	%	1,677,297			100.0	%
Valuation allowance	(3,875		)			(4,154		)
Total net commercial mortgage and agricultural property loans by property type	1,738,743					1,673,143
Other Loans
Uncollateralized loans	8,410					8,410
Valuation allowance	—					—
Total other loans	8,410					8,410
Total commercial mortgage and other loans	$	1,747,153				$	1,681,553

The commercial mortgage and agricultural property loans are geographically dispersed throughout the United States with the largest concentrations in California (22%), Texas (11%), and New Jersey (10%) at June 30, 2015.

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



	June 30, 2015			December 31, 2014
	(in thousands)
Allowance for credit losses, beginning of year	$	4,154		$	8,904
Addition to (release of) allowance for losses	(279		)	(1,832		)
Charge-offs, net of recoveries	—			(2,918		)
Total ending balance (1)	$	3,875		$	4,154


(1)	Agricultural loans represent $0.1 million of the ending allowance as of both June 30, 2015 and December 31, 2014.

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



	June 30, 2015		December 31, 2014
	(in thousands)
Allowance for Credit Losses:
Individually evaluated for impairment (1)	$	761	$	940
Collectively evaluated for impairment (2)	3,114		3,214
Total ending balance	$	3,875	$	4,154
Recorded Investment: (3)
Gross of reserves: individually evaluated for impairment (1)	$	22,672	$	15,875
Gross of reserves: collectively evaluated for impairment (2)	1,728,356		1,669,832
Total ending balance, gross of reserves	$	1,751,028	$	1,685,707


(1)	There were no agricultural or uncollateralized loans individually evaluated for impairments as of both June 30, 2015 and December 31, 2014.

(2)

Agricultural loans collectively evaluated for impairment had a recorded investment of $112 million and $115 million at June 30, 2015 and December 31, 2014, respectively, and a related allowance of $0.1 million as of both June 30, 2015 and December 31, 2014. Uncollateralized loans collectively evaluated for impairment had a recorded investment of $8 million at both June 30, 2015 and December 31, 2014 and no related allowance for both periods.


(3)	Recorded investment reflects the balance sheet carrying value gross of related allowance.

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PRUCO LIFE INSURANCE COMPANY

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

Impaired loans include those loans for which it is probable that all amounts due will not be collected according to the contractual terms of the loan agreement. Impaired commercial mortgage and other loans identified in management’s specific review of probable loan losses, as of June 30, 2015, had a recorded investment and unpaid principal balance of $22.7 million and related allowance of $0.8 million primarily related to office property types. Impaired commercial mortgage and other loans identified in management’s specific review of probable loan losses, as of December 31, 2014, had a recorded investment and unpaid principal balance of $15.9 million and related allowance of $0.9 million primarily related to office property types. As of both June 30, 2015 and December 31, 2014, the Company held no impaired agricultural or uncollateralized loans. Net investment income recognized on impaired commercial mortgage loans totaled $0.4 million as of June 30, 2015 and $0.8 million as of December 31, 2014. 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. See Note 2 to the Company’s Consolidated Financial Statements included in the Annual Report on Form 10-K for the year ended December 31, 2014, for information regarding the Company’s accounting policies for non-performing loans.

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

Total commercial mortgage and agricultural property loans



	Debt Service Coverage Ratio - June 30, 2015
	Greater than 1.2X		1.0X to <1.2X		Less than 1.0X		Total
	(in thousands)
Loan-to-Value Ratio
0%-59.99%	$	1,007,922	$	16,437	$	16,637	$	1,040,996
60%-69.99%	412,585		28,865		4,097		445,547
70%-79.99%	214,071		18,096		—		232,167
Greater than 80%	2,965		15,875		5,068		23,908
Total commercial mortgage and agricultural property loans	$	1,637,543	$	79,273	$	25,802	$	1,742,618



	Debt Service Coverage Ratio - December 31, 2014
	Greater than 1.2X		1.0X to <1.2X		Less than 1.0X		Total
	(in thousands)
Loan-to-Value Ratio
0%-59.99%	$	997,610	$	24,491	$	9,393	$	1,031,494
60%-69.99%	372,958		15,741		13,981		402,680
70%-79.99%	177,956		31,463		3,493		212,912
Greater than 80%	2,991		22,068		5,152		30,211
Total commercial mortgage and agricultural property loans	$	1,551,515	$	93,763	$	32,019	$	1,677,297

As of June 30, 2015 and December 31, 2014, $1.8 billion and $1.7 billion, respectively, of commercial mortgage and other loans were in current status, and no loans were classified as past due. The Company defines current in its aging of past due commercial mortgage and other loans as less than 30 days past due.

As of both June 30, 2015, and December 31, 2014, $15.9 million of commercial mortgage and other loans were in nonaccrual status based upon the recorded investment gross of allowance for credit losses. Nonaccrual loans are those on which the accrual of interest has been suspended after the loans become 90 days delinquent as to principal or interest payments, or earlier when the Company has doubts about collectability and loans for which a loan specific reserve has been established. See Note 2 to the Company’s Consolidated Financial Statements included in the Annual Report on Form 10-K for the year ended December 31, 2014 for further discussion regarding nonaccrual status loans.

For the three and six months ended June 30, 2015 and 2014, there were no commercial mortgage and other loans acquired, other than those through direct origination, nor were there any commercial mortgage and other loans sold.

The Company’s commercial mortgage and other loans may occasionally be involved in a troubled debt restructuring. As of both June 30, 2015 and December 31, 2014, the Company had no significant commitments to fund to borrowers that have been involved in a troubled debt restructuring. During the three and six months ended June 30, 2015 and 2014, there were no new troubled debt restructurings related to commercial mortgage and other loans, and no payment defaults on commercial mortgage and other loans that were modified as a troubled debt restructuring within the 12 months preceding each respective period. For additional information

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PRUCO LIFE INSURANCE COMPANY

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

relating to the accounting for troubled debt restructurings, see Note 2 to the Company’s Consolidated Financial Statements included in the Annual Report on Form 10-K for the year ended December 31, 2014.

Net Investment Income

Net investment income for the three and six months ended June 30, 2015 and 2014, was from the following sources:



	Three Months Ended June 30,						Six Months Ended June 30,
	2015			2014			2015			2014
	(in thousands)
Fixed maturities, available-for-sale	$	66,546		$	66,293		$	130,484		$	132,028
Equity securities, available-for-sale	—			1			1			1
Trading account assets	735			201			1,247			397
Commercial mortgage and other loans	21,639			20,891			42,536			40,721
Policy loans	15,371			15,072			30,486			29,798
Short-term investments and cash equivalents	184			103			459			260
Other long-term investments	2,684			5,552			10,754			8,019
Gross investment income	107,159			108,113			215,967			211,224
Less: investment expenses	(5,673		)	(4,893		)	(11,061		)	(9,527		)
Net investment income	$	101,486		$	103,220		$	204,906		$	201,697

The Company had $0.7 million and $0.5 million of investments in low-income housing tax credit limited partnerships and has committed to fund less than $0.1 million and $0.2 million as of June 30, 2015 and December 31, 2014.

Generally, the Company uses the equity method of accounting for these investments. The Company had no equity method losses and utilized less than $0.1 million of tax credits associated with these investments for the three months ended June 30, 2015 and 2014, respectively. The Company had no equity method losses and utilized $0.2 million of tax credits associated with these investments for the six months ended June 30, 2015 and 2014, respectively. There were no impairment losses from forfeiture or ineligibility of tax credits.

Realized Investment Gains (Losses), Net

Realized investment gains (losses), net, for the three and six months ended June 30, 2015 and 2014, were from the following sources:



	Three Months Ended June 30,						Six Months Ended June 30,
	2015			2014			2015			2014
	(in thousands)
Fixed maturities	$	1,932		$	4,503		$	4,046		$	5,775
Equity securities	(2		)	145			(2		)	145
Commercial mortgage and other loans	128			(431		)	279			(304		)
Joint ventures and limited partnerships	128			—			165			—
Derivatives	(172,883		)	27,443			(116,162		)	111,565
Other	41			8			43			18
Realized investment gains (losses), net	$	(170,656	)	$	31,668		$	(111,631	)	$	117,199

Accumulated Other Comprehensive Income (Loss)

The balance of and changes in each component of “Accumulated other comprehensive income (loss)” for the six months ended June 30, 2015 and 2014, are as follows:

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PRUCO LIFE INSURANCE COMPANY

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)



	Accumulated Other Comprehensive Income (Loss)
	Foreign Currency Translation Adjustment			Net Unrealized Investment Gains (Losses) (1)			Total Accumulated Other Comprehensive Income (Loss)
	(in thousands)
Balance, December 31, 2014	$	(67	)	$	178,758		$	178,691
Change in other comprehensive income (loss) before reclassifications	(338		)	(123,909		)	(124,247		)
Amounts reclassified from AOCI	—			(4,044		)	(4,044		)
Income tax benefit (expense)	118			44,582			44,700
Balance, June 30, 2015	$	(287	)	$	95,387		$	95,100



	Accumulated Other Comprehensive Income (Loss)
	Foreign Currency Translation Adjustment			Net Unrealized Investment Gains (Losses) (1)			Total Accumulated Other Comprehensive Income (Loss)
	(in thousands)
Balance, December 31, 2013	$	403		$	56,243		$	56,646
Change in other comprehensive income (loss) before reclassifications	(36		)	170,185			170,149
Amounts reclassified from AOCI	—			(5,920		)	(5,920		)
Income tax benefit (expense)	13			(57,493		)	(57,480		)
Balance, June 30, 2014	$	380		$	163,015		$	163,395


(1)	Includes cash flow hedges of $24 million and $12 million as of June 30, 2015 and December 31, 2014, respectively, and $(7) million and $(5) million as of June 30, 2014 and December 31, 2013, respectively.

Reclassifications out of Accumulated Other Comprehensive Income (Loss)



	Three Months Ended June 30, 2015			Six Months Ended June 30, 2015
	(in thousands)
Amounts reclassified from AOCI (1)(2):
Net unrealized investment gains (losses):
Cash flow hedges - Currency/Interest rate (3)	$	(523	)	$	1,278
Net unrealized investment gains (losses) on available-for-sale securities (4)	2,453			2,766
Total net unrealized investment gains (losses)	1,930			4,044
Total reclassifications for the period	$	1,930		$	4,044


(1)	All amounts are shown before tax.


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


(3)	See Note 5 for additional information on cash flow hedges.


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

Net Unrealized Investment Gains (Losses)

Net unrealized investment gains and losses on securities classified as available-for-sale and certain other long-term investments and other assets are included in the Company’s Unaudited Interim Consolidated Statements of Financial Position as a component of AOCI. Changes in these amounts include reclassification adjustments to exclude from “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:

Table of Contents

PRUCO LIFE INSURANCE COMPANY

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

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



	Net Unrealized Gains (Losses) on Investments			Deferred Policy Acquisition Costs and Other Costs			Future Policy Benefits and Policyholders’ Account Balances (2)			Deferred Income Tax (Liability) Benefit			Accumulated Other Comprehensive Income (Loss) Related To Net Unrealized Investment Gains (Losses)
	(in thousands)
Balance, December 31, 2014	$	5,333		$	(2,538	)	$	1,228		$	(1,440	)	$	2,583
Net investment gains (losses) on investments arising during the period	83			—			—			(29		)	54
Reclassification adjustment for (gains) losses included in net income	(150		)	—			—			52			(98		)
Reclassification adjustment for OTTI losses excluded from net income (1)	7			—			—			(2		)	5
Impact of net unrealized investment (gains) losses on deferred policy acquisition costs and other costs	—			539			—			(189		)	350
Impact of net unrealized investment (gains) losses on future policy benefits and policyholders’ account balances	—			—			(174		)	61			(113		)
Balance, June 30, 2015	$	5,273		$	(1,999	)	$	1,054		$	(1,547	)	$	2,781


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


(2)	Balances are net of reinsurance.

All Other Net Unrealized Investment Gains and Losses in AOCI



	Net Unrealized Gains (Losses) on Investments (2)			Deferred Policy Acquisition Costs and Other Costs			Future Policy Benefits and Policyholders’ Account Balances (3)			Deferred Income Tax (Liability) Benefit			Accumulated Other Comprehensive Income (Loss) Related To Net Unrealized Investment Gains (Losses)
	(in thousands)
Balance, December 31, 2014	$	344,577		$	(112,829	)	$	39,122		$	(94,695	)	$	176,175
Net investment gains (losses) on investments arising during the period	(163,171		)	—			—			56,909			(106,262		)
Reclassification adjustment for (gains) losses included in net income	(3,894		)	—			—			1,363			(2,531		)
Reclassification adjustment for OTTI losses excluded from net income (1)	(7		)	—			—			2			(5		)
Impact of net unrealized investment (gains) losses on deferred policy acquisition costs and other costs	—			68,898			—			(24,114		)	44,784
Impact of net unrealized investment (gains) losses on future policy benefits and policyholders’ account balances	—			—			(30,084		)	10,529			(19,555		)
Balance, June 30, 2015	$	177,505		$	(43,931	)	$	9,038		$	(50,006	)	$	92,606


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


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


(3)	Balances are net of reinsurance.

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PRUCO LIFE INSURANCE COMPANY

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

Net Unrealized Gains (Losses) on Investments by Asset Class

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



	June 30, 2015		December 31, 2014
	(in thousands)
Fixed maturity securities on which an OTTI loss has been recognized	$	5,273	$	5,333
Fixed maturity securities, available-for-sale - all other	144,362		322,358
Equity securities, available-for-sale	455		619
Derivatives designated as cash flow hedges (1)	24,486		11,585
Other investments	8,202		10,015
Net unrealized gains (losses) on investments	$	182,778	$	349,910


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

Duration of Gross Unrealized Loss Positions for Fixed Maturities and Equity Securities

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



	June 30, 2015
	Less than twelve months				Twelve months or more				Total
	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
	(in thousands)
Fixed maturities, available-for-sale
U.S. Treasury securities and obligations of U.S. government authorities and agencies	$	6,557	$	281	$	—	$	—	$	6,557	$	281
Obligations of U.S. states and their political subdivisions	320,836		8,318		—		—		320,836		8,318
Foreign government bonds	41,118		1,570		—		—		41,118		1,570
Public utilities	240,614		13,963		11,784		1,667		252,398		15,630
All other corporate securities	1,220,185		62,518		75,819		7,768		1,296,004		70,286
Asset-backed securities	204,321		415		35,726		274		240,047		689
Commercial mortgage-backed securities	112,489		1,671		4,440		80		116,929		1,751
Residential mortgage-backed securities	25,383		68		1,745		9		27,128		77
Total	$	2,171,503	$	88,804	$	129,514	$	9,798	$	2,301,017	$	98,602
Equity securities, available-for-sale	$	17,194	$	841	$	—	$	—	$	17,194	$	841

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PRUCO LIFE INSURANCE COMPANY

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)



	December 31, 2014
	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	$	994	$	1	$	—	$	—	$	994	$	1
Obligations of U.S. states and their political subdivisions	9,852		125		2,886		62		12,738		187
Foreign government bonds	2,246		14		—		—		2,246		14
Public utilities	30,974		1,618		45,756		1,670		76,730		3,288
All other corporate securities	356,348		13,194		260,985		7,763		617,333		20,957
Asset-backed securities	209,774		737		54,711		473		264,485		1,210
Commercial mortgage-backed securities	15,824		155		87,606		1,713		103,430		1,868
Residential mortgage-backed securities	776		11		3,878		14		4,654		25
Total	$	626,788	$	15,855	$	455,822	$	11,695	$	1,082,610	$	27,550
Equity securities, available-for-sale	$	14,706	$	295	$	—	$	—	$	14,706	$	295

The gross unrealized losses on fixed maturity securities at June 30, 2015 and December 31, 2014, were composed of $90.7 million and $21.3 million related to high or highest quality securities based on the National Association of Insurance Commissioners (“NAIC”) or equivalent rating and $7.9 million and $6.3 million related to other than high or highest quality securities based on NAIC or equivalent rating, respectively. At June 30, 2015, the $10 million of gross unrealized losses of twelve months or more were concentrated in the energy, consumer cyclical, utility, consumer noncyclical and basic industry sectors of the Company's corporate securities. At December 31, 2014, the $12 million of gross unrealized losses of twelve months or more were concentrated in the energy, consumer non-cyclical, consumer cyclical and utility sectors of the Company's corporate securities and commercial mortgage-backed securities. In accordance with its policy described in Note 2 to the Company’s Consolidated Financial Statements included in the Annual Report on Form 10-K for the year ended December 31, 2014, the Company concluded that an adjustment to earnings for other-than-temporary impairments for these securities was not warranted as of June 30, 2015 or December 31, 2014. These conclusions are based on a detailed analysis of the underlying credit and cash flows on each security. The gross unrealized losses are primarily attributable to general credit spread widening and foreign currency exchange rate movements. As of June 30, 2015, the Company does not intend to sell these securities and it is not more likely than not that the Company will be required to sell these securities before the anticipated recovery of its remaining amortized cost basis.

As of both June 30, 2015 and December 31, 2014, none of the gross unrealized losses related to equity securities represented declines in value of greater than 20%. In accordance with our policy described in Note 2 to the Company’s Consolidated Financial Statements included in the Annual Report on Form 10-K for the year ended December 31, 2014, the Company concluded that an adjustment for other-than-temporary impairments for these equity securities was not warranted as of June 30, 2015 or December 31, 2014.

Securities Lending and Repurchase Agreements

In the normal course of business, the Company sells securities under agreements to repurchase and enters into securities lending transactions. As of June 30, 2015, the Company had $110 million of securities lending transactions recorded as "Cash collateral loaned for securities," comprised of $103 million in corporate securities and $7 million in foreign government bonds. The remaining contractual maturity of all securities lending transactions is overnight and continuous. As of June 30, 2015, the Company had no repurchase transactions.

4. FAIR VALUE OF ASSETS AND LIABILITIES

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

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PRUCO LIFE INSURANCE COMPANY

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

Level 1 - Fair value is based on unadjusted quoted prices in active markets that are accessible to the Company for identical assets or liabilities. The Company’s Level 1 assets and liabilities primarily include certain cash equivalents, short-term investments and equity securities that trade on an active exchange market.

Level 2 - Fair value is based on significant inputs, other than quoted prices included in Level 1, that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability through corroboration with observable market data. Level 2 inputs include quoted market prices in active markets for similar assets and liabilities, quoted market prices in markets that are not active for identical or similar assets or liabilities, and other market observable inputs. The Company’s Level 2 assets and liabilities include: fixed maturities (corporate public and private bonds, most government securities, certain asset-backed and mortgage-backed securities, etc.), certain equity securities (mutual funds, which do not actively trade and are priced based on a net asset value ("NAV")), certain short-term investments and certain cash equivalents, and certain over-the-counter ("OTC") derivatives.

Level 3 - Fair value is based on at least one or more significant unobservable inputs for the asset or liability. The assets and liabilities in this category may require significant judgment or estimation in determining the fair value. The Company’s Level 3 assets and liabilities primarily include: certain private fixed maturities and equity securities, certain manually priced public equity securities and fixed maturities, certain highly structured OTC derivative contracts, certain consolidated real estate funds for which the Company is the general partner and embedded derivatives resulting from reinsurance or certain products with guaranteed benefits.

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



	As of June 30, 2015
	Level 1		Level 2		Level 3		Netting (1)			Total
	(in thousands)
Fixed maturities, available-for-sale:
U.S. Treasury securities and obligations of U.S. government authorities and agencies	$	—	$	94,550	$	—	$	—		$	94,550
Obligations of U.S. states and their political subdivisions	—		515,466		—		—			515,466
Foreign government bonds	—		70,389		—		—			70,389
Corporate securities	—		4,634,938		80,482		—			4,715,420
Asset-backed securities	—		315,147		172,200		—			487,347
Commercial mortgage-backed securities	—		443,799		—		—			443,799
Residential mortgage-backed securities	—		129,304		—		—			129,304
Sub-total	—		6,203,593		252,682		—			6,456,275
Trading account assets:
Corporate securities	—		41,213		—		—			41,213
Asset-backed securities	—		1,994		—		—			1,994
Equity securities	—		—		18,369		—			18,369
Sub-total	—		43,207		18,369		—			61,576
Equity securities, available-for-sale	86		33,404		853		—			34,343
Short-term investments	57,912		21,062		—		—			78,974
Cash equivalents	—		17,000		—		—			17,000
Other long-term investments	—		225,774		2,327		(177,054		)	51,047
Reinsurance recoverables	—		—		3,023,119		—			3,023,119
Receivables from parent and affiliates			171,153		2,550		—			173,703
Sub-total excluding separate account assets	57,998		6,715,193		3,299,900		(177,054		)	9,896,037
Separate account assets (2)	—		111,401,464		337,406		—			111,738,870
Total assets	$	57,998	$	118,116,657	$	3,637,306	$	(177,054	)	$	121,634,907
Future policy benefits (3)	$	—	$	—	$	3,117,171	$	—		$	3,117,171
Payables to parent and affiliates			71,526				(71,526		)	—
Total liabilities	$	—	$	71,526	$	3,117,171	$	(71,526	)	$	3,117,171

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PRUCO LIFE INSURANCE COMPANY

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)



	As of December 31, 2014
	Level 1		Level 2		Level 3		Netting (1)			Total
	(in thousands)
Fixed maturities, available-for-sale:
U.S. Treasury securities and obligations of U.S. government authorities and agencies	$	—	$	92,082	$	—	$	—		$	92,082
Obligations of U.S. states and their political subdivisions	—		325,654		—		—			325,654
Foreign government bonds	—		38,498		—		—			38,498
Corporate securities	—		4,612,357		84,801		—			4,697,158
Asset-backed securities	—		302,034		100,217		—			402,251
Commercial mortgage-backed securities	—		498,879		—		—			498,879
Residential mortgage-backed securities	—		140,042		—		—			140,042
Sub-total	—		6,009,546		185,018		—			6,194,564
Trading account assets:
Corporate securities	—		42,131		—		—			42,131
Asset-backed securities	—		1,990		—		—			1,990
Equity securities	—		—		5,540		—			5,540
Sub-total	—		44,121		5,540		—			49,661
Equity securities, available-for-sale	107		28,643		750		—			29,500
Short-term investments	6,997		114,275		—		—			121,272
Cash equivalents	41,584		26,259		—		—			67,843
Other long-term investments	—		242,523		2,115		(215,066		)	29,572
Reinsurance recoverables	—		—		4,897,545		—			4,897,545
Receivables from parent and affiliates	—		158,469		19,203		—			177,672
Sub-total excluding separate account assets	48,688		6,623,836		5,110,171		(215,066		)	11,567,629
Separate account assets (2)	—		108,891,268		302,924		—			109,194,192
Total assets	$	48,688	$	115,515,104	$	5,413,095	$	(215,066	)	$	120,761,821
Future policy benefits (3)	$	—	$	—	$	4,993,611	$	—		$	4,993,611
Payables to parent and affiliates	—		58,687		—		(58,687		)	—
Total liabilities	$	—	$	58,687	$	4,993,611	$	(58,687	)	$	4,993,611


(1)	“Netting” amounts represent cash collateral of $106 million and $156 million as of June 30, 2015 and December 31, 2014, respectively, and the impact of offsetting asset and liability positions held with the same counterparty, subject to master netting arrangements.

(2)

Separate account assets represent segregated funds that are invested for certain customers. Investment risks associated with market value changes are borne by the customers, except to the extent of minimum guarantees made by the Company with respect to certain accounts. Separate account assets classified as Level 3 consist primarily of real estate and real estate investment funds. Separate account liabilities are not included in the above table as they are reported at contract value and not fair value in the Company’s Unaudited Interim Consolidated Statements of Financial Position.

(3)

As of June 30, 2015, the net embedded derivative liability position of $3,117 million includes $712 million of embedded derivatives in an asset position and $3,829 million of embedded derivatives in a liability position. As of December 31, 2014, the net embedded derivative liability position of $4,994 million includes $577 million of embedded derivatives in an asset position and $5,571 million of embedded derivatives in a liability position.

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

Table of Contents

PRUCO LIFE INSURANCE COMPANY

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

Internally-developed valuations or indicative broker quotes are also used to determine fair value in circumstances where vendor pricing is not available, or where the Company ultimately concludes that pricing information received from independent pricing services is not reflective of market activity. If the Company concludes the values from both pricing services and brokers are not reflective of market activity, it may override the information with an internally-developed valuation. As of June 30, 2015 and December 31, 2014, overrides on a net basis were not material. Pricing service overrides, internally-developed valuations and indicative broker quotes are generally included in Level 3 in the fair value hierarchy.

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

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

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

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

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

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

The Company’s cleared interest rate swaps and credit derivatives linked to an index are valued using models that utilize actively quoted or observable market inputs, including Overnight Indexed Swap discount rates, obtained from external market data providers, third-party pricing vendors and/or recent trading activity. These derivatives are classified as Level 2 in the fair value hierarchy.

To reflect the market’s perception of its own and the counterparty’s NPR, the Company incorporates additional spreads over London Interbank Offered Rate ("LIBOR") into the discount rate used in determining the fair value of OTC derivative assets and liabilities that are not otherwise collateralized.

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PRUCO LIFE INSURANCE COMPANY

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

Derivatives classified as Level 3 include structured products. These derivatives are valued based upon models such as Monte Carlo simulation models and other techniques that utilize significant unobservable inputs. Level 3 methodologies are validated through periodic comparison of the Company’s fair values to external broker-dealer values. As of June 30, 2015 and December 31, 2014, there were $796 million and $565 million, respectively, internally valued derivatives with the fair value 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, and other highly liquid debt instruments. Certain money market instruments are valued using unadjusted quoted prices in active markets that are accessible for identical assets and are primarily classified as Level 1. The remaining instruments in this category are generally fair valued based on market observable inputs and, these investments have primarily been classified within Level 2.

Separate Account Assets - Separate account assets include fixed maturity securities, treasuries, equity securities, mutual funds, 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”.

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

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

The Company also has an agreement with Universal Prudential Arizona Reinsurance Company (“UPARC”), an affiliated captive reinsurance company, to reinsure risks associated with the no-lapse guarantee provision available on a portion of certain universal life products (See Note 7). Under this agreement, the Company pays a premium to UPARC to reinsure the risk of uncollectible policy charges and fees associated with the no-lapse guarantee provision. Reinsurance of this risk is accounted for as an embedded derivative which is included in “Reinsurance recoverables”. The fair value of this embedded derivative is the present value of expected reimbursement from UPARC for cost of insurance charges the Company is unable to collect from policyholders, less the present value of reinsurance premiums that is attributable to the embedded derivative feature. This methodology could result in either an asset or liability, given changes in capital market conditions and various policyholder behavior assumptions. Significant inputs to the valuation model for this embedded derivative include capital market assumptions, such as interest rates, estimated NPR of the counterparty, and various assumptions that are actuarially determined, including lapse rates, premium payment patterns and mortality rates.

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

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

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

Table of Contents

PRUCO LIFE INSURANCE COMPANY

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

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

Transfers between Levels 1 and 2 - Overall, transfers between levels are made to reflect changes in observability of inputs and market activity. Periodically there are transfers between Level 1 and Level 2 for assets held in the Company’s Separate Account. During the three and six months ended June 30, 2015, there were no transfers between Levels 1 and 2. During the three months ended June 30, 2014, there were no transfers between Level 1 and Level 2. During the six months ended June 30, 2014, $1.9 million was transferred from Level 1 to Level 2.

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



	As of June 30, 2015
	Internal (1)		External (2)		Total
	(in thousands)
Corporate securities	$	24,797	$	55,685	$	80,482
Asset-backed securities	221		171,979		172,200
Equity securities	853		18,369		19,222
Other long-term investments	796		1,531		2,327
Reinsurance recoverables	3,023,119		—		3,023,119
Receivables from parent and affiliates	—		2,550		2,550
Subtotal excluding separate account assets	3,049,786		250,114		3,299,900
Separate account assets	84,891		252,515		337,406
Total assets	$	3,134,677	$	502,629	$	3,637,306
Future policy benefits	$	3,117,171	$	—	$	3,117,171
Total liabilities	$	3,117,171	$	—	$	3,117,171



	As of December 31, 2014
	Internal (1)		External (2)		Total
	(in thousands)
Corporate securities	$	23,712	$	61,089	$	84,801
Asset-backed securities	264		99,953		100,217
Equity securities	750		5,540		6,290
Other long-term investments	565		1,550		2,115
Reinsurance recoverables	4,897,545		—		4,897,545
Receivables from parent and affiliates	—		19,203		19,203
Subtotal excluding separate account assets	4,922,836		187,335		5,110,171
Separate account assets	84,111		218,813		302,924
Total assets	$	5,006,947	$	406,148	$	5,413,095
Future policy benefits	$	4,993,611	$	—	$	4,993,611
Total liabilities	$	4,993,611	$	—	$	4,993,611


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


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

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

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PRUCO LIFE INSURANCE COMPANY

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)



	As of June 30, 2015
	Fair Value		Valuation Techniques	Unobservable Inputs	Minimum			Maximum			Weighted Average		Impact of Increase in Input on Fair Value (1)
	(in thousands)
Assets:
Corporate securities	$	24,797	Discounted cash flow	Discount rate	10.12%			15.05%			10.92%		Decrease
			Market comparables	EBITDA multiples (2)	5		X	6.5		X	6.4	X	Increase
Reinsurance recoverables - Living Benefits	$	2,778,497	Fair values are determined in the same manner as future policy benefits
Reinsurance recoverables - No Lapse Guarantee	$	244,622	Discounted cash flow	Lapse rate (3)	0	%		12	%				Decrease
				NPR spread (4)	0	%		1.68	%				Decrease
				Mortality rate (5)	0	%		20	%				Decrease
				Premium payment (6)	1		X	3.75		X			Decrease
Liabilities:
Future policy benefits (7)	$	3,117,171	Discounted cash flow	Lapse rate (8)	0	%		14	%				Decrease
				NPR spread (4)	0	%		1.68	%				Decrease
				Utilization rate (9)	56	%		96	%				Increase
				Withdrawal rate (10)	74	%		100	%				Increase
				Mortality rate (11)	0	%		14	%				Decrease
				Equity volatility curve	17	%		28	%				Increase

Table of Contents

PRUCO LIFE INSURANCE COMPANY

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)



	As of December 31, 2014
	Fair Value		Valuation Techniques	Unobservable Inputs	Minimum			Maximum			Weighted Average			Impact of Increase in Input on Fair Value (1)
	(in thousands)
Assets:
Corporate securities	$	23,712	Discounted cash flow	Discount rate	10.00	%		11.75	%		10.52	%		Decrease
			Market comparables	EBITDA multiples (2)	6.1		X	6.1		X	6.1		X	Increase
Reinsurance recoverables - Living Benefits	$	4,521,928	Fair values are determined in the same manner as future policy benefits

Reinsurance recoverables - No Lapse Guarantee	$	375,617	Discounted cash flow	Lapse rate (3)	0	%		15	%					Decrease
				NPR spread (4)	0	%		1.30	%					Decrease
				Mortality rate (5)	0	%		18	%					Decrease
				Premium payment (6)	1		X	3.75		X				Decrease
Liabilities:
Future policy benefits (7)	$	4,993,611	Discounted cash flow	Lapse rate (8)	0	%		14	%					Decrease
				NPR spread (4)	0	%		1.30	%					Decrease
				Utilization rate (9)	63	%		96	%					Increase
				Withdrawal rate (10)	74	%		100	%					Increase
				Mortality rate (11)	0	%		14	%					Decrease
				Equity volatility curve	17	%		28	%					Increase


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


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


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

(4)

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


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


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

(7)

Future policy benefits primarily represent general account liabilities for the living benefit features of the Company’s variable annuity contracts which are accounted for as embedded derivatives. Since the valuation methodology for these liabilities uses a range of inputs that vary at the contract level over the cash flow projection period, presenting a range, rather than weighted average, is a more meaningful representation of the unobservable inputs used in the valuation.


(8)	Lapse rates are adjusted at the contract level based on the in-the-moneyness of the living benefit and reflect other factors, such as the applicability of any surrender charges. Lapse rates are reduced when contracts are more in-the-money. Lapse rates are also generally assumed to be lower for the period where surrender charges apply.

(9)

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


(10)	The withdrawal rate assumption estimates the magnitude of annual contractholder withdrawals relative to the maximum allowable amount under the contract. These assumptions may vary based on the product type, contractholder age, tax status and withdrawal timing. The fair value of the liability will generally increase the closer the withdrawal rate is to 100%.

(11)

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

Table of Contents

PRUCO LIFE INSURANCE COMPANY

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

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

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

Future Policy Benefits - The Company expects efficient benefit utilization and withdrawal rates to generally be correlated with lapse rates. However, behavior is generally highly dependent on the facts and circumstances surrounding the individual contractholder, such as their liquidity needs or tax situation, which could drive lapse behavior independent of other contractholder behavior assumptions. To the extent more efficient contractholder behavior results in greater in-the-moneyness at the contract level, lapse rates may decline for those contracts. Similarly, to the extent that increases in equity volatility are correlated with overall declines in the capital markets, lapse rates may decline as contracts become more in-the-money.

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 Statements of Financial Position. As a result, changes in value associated with these investments do not impact the Company’s Unaudited Interim Consolidated Statements of Operations. In addition, fees earned by the Company related to the management of most separate account assets classified as Level 3 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:

Real Estate and Other Invested Assets - Separate account assets include $84.9 million and $84.1 million of investments in real estate as of June 30, 2015 and December 31, 2014, respectively, 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. In general, these 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. Because of the subjective nature of inputs and the judgment involved in the appraisal process, real estate investments are typically included in the Level 3 classification. Key unobservable inputs to real estate valuation include capitalization rates, which ranged from 5.00% to 10.00% (6.41% weighted average) as of June 30, 2015 and 5.00% to 10.00% (6.68% weighted average) as of December 31, 2014, and discount rates which ranged from 6.50% to 11.00% (7.37% weighted average) as of June 30, 2015 and 6.75% to 11.00% (7.66% weighted average) as of December 31, 2014.

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

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

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

Table of Contents

PRUCO LIFE INSURANCE COMPANY

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

Changes in Level 3 assets and liabilities - The following tables provide summaries of the changes in fair values of Level 3 assets and liabilities as of the dates indicated, as well as the portion of gains or losses included in income attributable to unrealized gains or losses related to those assets and liabilities still held at the end of their respective periods:



	Three Months Ended June 30, 2015
	Fixed Maturities Available-For-Sale
	Corporate Securities			Asset-Backed Securities			Trading Account Assets- Equity Securities		Equity Securities, Available-for- Sale		Other Long-term Investments
	(in thousands)
Fair Value, beginning of period assets/(liabilities)	$	86,915		$	201,051		$	18,369	$	747	$	2,141
Total gains (losses) (realized/unrealized):
Included in earnings:
Realized investment gains (losses), net	(358		)	(3		)	—		—		(206		)
Asset management fees and other income	—			—			—		—		6
Included in other comprehensive income (loss)	720			179			—		106		—
Net investment income	12			(8		)	—		—		—
Purchases	56,669			38,129			—		—		386
Sales	(55,002		)	(37,131		)	—		—		—
Issuances	—			—			—		—		—
Settlements	(262		)	(54		)	—		—		—
Transfers into Level 3 (2)	—			2,710			—		—		—
Transfers out of Level 3 (2)	(8,212		)	(32,673		)	—		—		—
Fair Value, end of period assets/(liabilities)	$	80,482		$	172,200		$	18,369	$	853	$	2,327
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	$	(357	)	$	—		$	—	$	—	$	(206	)
Asset management fees and other income	$	—		$	—		$	—	$	—	$	6

Table of Contents

PRUCO LIFE INSURANCE COMPANY

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)



	Three Months Ended June 30, 2015
	Reinsurance Recoverables			Receivables from Parent and Affiliates			Separate Account Assets (1)			Future Policy Benefits
	(in thousands)
Fair Value, beginning of period assets/(liabilities)	$	5,822,107		$	21,169		$	320,397		$	(5,944,815	)
Total gains (losses) (realized/unrealized):
Included in earnings:
Realized investment gains (losses), net	(2,966,250		)	—			1,141			3,005,834
Asset management fees and other income	—			—			—			—
Interest credited to policyholders’ account balances	—			—			3,253			—
Included in other comprehensive income (loss)	—			23			—			—
Net investment income	—			—			—			—
Purchases	167,262			—			59,372			—
Sales	—			—			(46,757		)	—
Issuances	—			—			—			(178,190		)
Settlements	—			—			—			—
Transfers into Level 3 (2)	—			—			—			—
Transfers out of Level 3 (2)	—			(18,642		)	—			—
Fair Value, end of period assets/(liabilities)	$	3,023,119		$	2,550		$	337,406		$	(3,117,171	)
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	$	(2,917,452	)	$	—		$	—		$	2,974,092
Asset management fees and other income	$	—		$	—		$	—		$	—
Interest credited to policyholders’ account balances	$	—		$	—		$	3,253		$	—

Table of Contents

PRUCO LIFE INSURANCE COMPANY

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)



	Six Months Ended June 30, 2015
	Fixed Maturities Available-For-Sale
	Corporate Securities			Asset-Backed Securities			Trading Account Assets- Equity Securities			Equity Securities, Available-for-Sale
	(in thousands)
Fair Value, beginning of period assets/(liabilities)	$	84,801		$	100,217		$	5,540		$	750
Total gains (losses) (realized/unrealized):
Included in earnings:
Realized investment gains (losses), net	(296		)	(1		)	—			—
Asset management fees and other income	—			—			2,328			—
Included in other comprehensive income (loss)	282			709			—			103
Net investment income	6			(16		)	—			—
Purchases	114,009			111,759			—			—
Sales	(110,035		)	(37,131		)	—			—
Issuances	—			—			—			—
Settlements	(1,603		)	(126		)	(1,500		)	—
Transfers into Level 3 (2)	1,530			47,508			—			—
Transfers out of Level 3 (2)	(8,212		)	(50,719		)	—			—
Other (4)	—			—			12,001			—
Fair Value, end of period assets/(liabilities)	$	80,482		$	172,200		$	18,369		$	853
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	$	(357	)	$	—		$	—		$	—
Asset management fees and other income	$	—		$	—		$	2,283		$	—

Table of Contents

PRUCO LIFE INSURANCE COMPANY

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)



	Six Months Ended June 30, 2015
	Other Long- term Investments			Reinsurance Recoverables			Receivables from Parent and Affiliates			Separate Account Assets (1)			Future Policy Benefits
	(in thousands)
Fair Value, beginning of period assets/(liabilities)	$	2,115		$	4,897,545		$	19,203		$	302,924		$	(4,993,611	)
Total gains (losses) (realized/unrealized):
Included in earnings:
Realized investment gains (losses), net	(155		)	(2,206,893		)	—			4,620			2,229,227
Asset management fees and other income	11			—			—			—			—
Interest credited to policyholders’ account balances	—			—			—			3,295			—
Included in other comprehensive income (loss)	—			—			2			—			—
Net investment income	16			—			—			—			—
Purchases	386			332,467			—			123,825			—
Sales	—			—			—			(97,258		)	—
Issuances	—			—			—			—			(352,787		)
Settlements	(16		)	—			—			—			—
Transfers into Level 3 (2)	—			—			1,986			—			—
Transfers out of Level 3 (2)	(30		)	—			(18,641		)	—			—
Other (4)	—			—			—			—			—
Fair Value, end of period assets/(liabilities)	$	2,327		$	3,023,119		$	2,550		$	337,406		$	(3,117,171	)
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	$	(154	)	$	(2,128,845	)	$	—		$	—		$	2,165,005
Asset management fees and other income	$	11		$	—		$	—		$	—		$	—
Interest credited to policyholders’ account balances	$	—		$	—		$	—		$	3,295		$	—

Table of Contents

PRUCO LIFE INSURANCE COMPANY

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)



	Three Months Ended June 30, 2014
	Fixed Maturities Available-For-Sale
	Corporate Securities			Asset-Backed Securities			Commercial Mortgage- Backed Securities			Trading Account Assets- Equity Securities			Equity Securities, Available-for-Sale			Short-Term Investments
	(in thousands)
Fair Value, beginning of period assets/(liabilities)	$	23,231		$	106,081		$	28,076		$	2,802		$	590		$	18
Total gains (losses) (realized/unrealized):
Included in earnings:
Realized investment gains (losses), net	258			113			—			—			—			—
Asset management fees and other income	—			—			—			36			—			—
Included in other comprehensive income (loss)	48			(28		)	—			—			20			—
Net investment income	21			66			—			—			—			—
Purchases	4,615			—			—			—			—			—
Sales	(3,800		)	—			—			—			(64		)	—
Settlements	(1,033		)	(30,305		)	—			(1,375		)	—			—
Transfers into Level 3 (2)	2,231			1,746			—			—			—			—
Transfers out of Level 3 (2)	(3,474		)	(11,494		)	(28,076		)	—			—			—
Fair Value, end of period assets/(liabilities)	$	22,097		$	66,179		$	—		$	1,463		$	546		$	18
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	$	(101	)	$	—		$	—		$	—		$	—		$	—
Asset management fees and other income	$	—		$	—		$	—		$	38		$	—		$	—

Table of Contents

PRUCO LIFE INSURANCE COMPANY

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)



	Three Months Ended June 30, 2014
	Other Long- term Investments			Reinsurance Recoverables		Receivables from Parent and Affiliates		Separate Account Assets (1)			Future Policy Benefits
	(in thousands)
Fair Value, beginning of period assets/(liabilities)	$	1,247		$	1,018,443	$	5,124	$	278,638		$	(1,014,755	)
Total gains (losses) (realized/unrealized):
Included in earnings:
Realized investment gains (losses), net	91			548,605		—		(284		)	(525,399		)
Asset management fees and other income	17			—		—		—			—
Interest credited to policyholders’ account balances	—			—		—		4,046			—
Included in other comprehensive income (loss)	—			—		3		—			—
Net investment income	—			—		41		—			—
Purchases	35			146,084		18,649		5,191			—
Sales	—			—		—		(1,780		)	—
Issuances	—			—		—		—			(160,593		)
Settlements	(12		)	—		—		—			—
Transfers into Level 3 (2)	427			—		—		—			—
Transfers out of Level 3 (2)	—			—		—		—			—
Fair Value, end of period assets/(liabilities)	$	1,805		$	1,713,132	$	23,817	$	285,811		$	(1,700,747	)
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	$	91		$	552,449	$	—	$	—		$	(529,822	)
Asset management fees and other income	$	—		$	—	$	—	$	—		$	—
Interest credited to policyholders’ account balances	$	—		$	—	$	—	$	4,046		$	—

Table of Contents

PRUCO LIFE INSURANCE COMPANY

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)



	Six Months Ended June 30, 2014
	Fixed Maturities Available-for-Sale
	Corporate Securities			Asset-Backed Securities			Commercial Mortgage- Backed Securities			Trading Account Assets- Equity Securities			Equity Securities, Available-for-Sale			Short-Term Investments
	(in thousands)
Fair Value, beginning of period assets/(liabilities)	$	18,293		$	80,934		$	—		$	2,731		$	569		$	18
Total gains (losses) (realized/unrealized):
Included in earnings:
Realized investment gains (losses), net	256			113			—			—			—			—
Asset management fees and other income	—			—			—			107			—			—
Included in other comprehensive income (loss)	385			107			(2		)	—			41			—
Net investment income	31			122			—			—			—			—
Purchases	12,586			—			28,078			—			—			—
Sales	(5,191		)	—			—			—			(64		)	—
Settlements	(1,836		)	(33,442		)	—			(1,375		)	—			—
Transfers into Level 3 (2)	2,231			31,153			—			—			—			—
Transfers out of Level 3 (2)	(4,658		)	(12,808		)	(28,076		)	—			—			—
Fair Value, end of period assets/(liabilities)	$	22,097		$	66,179		$	—		$	1,463		$	546		$	18
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	$	(101	)	$	—		$	—		$	—		$	—		$	—
Asset management fees and other income	$	—		$	—		$	—		$	109		$	—		$	—

Table of Contents

PRUCO LIFE INSURANCE COMPANY

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)



	Six Months Ended June 30, 2014
	Other Long- term Investments			Reinsurance Recoverables			Receivables from Parent and Affiliates			Separate Account Assets (1)			Future Policy Benefits
	(in thousands)
Fair Value, beginning of period assets/(liabilities)	$	1,168		$	(376,868	)	$	4,121		$	279,842		$	348,399
Total gains (losses) (realized/unrealized):
Included in earnings:
Realized investment gains (losses), net	91			1,800,973			—			1,985			(1,732,681		)
Asset management fees and other income	(5		)	—			—			—			—
Interest credited to policyholders’ account balances	—			—			—			6,722			—
Included in other comprehensive income (loss)	—			—			41			—			—
Net investment income	—			—			—			—			—
Purchases	136			289,027			18,649			39,769			—
Sales	—			—			—			(42,507		)	—
Issuances	—			—			—			—			(316,465		)
Settlements	(12		)	—			—			—			—
Transfers into Level 3 (2)	427			—			1,985			—			—
Transfers out of Level 3 (2)	—			—			(979		)	—			—
Fair Value, end of period assets/(liabilities)	$	1,805		$	1,713,132		$	23,817		$	285,811		$	(1,700,747	)
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	$	91		$	1,803,209		$	—		$	—		$	(1,735,757	)
Asset management fees and other income	$	—		$	—		$	—		$	—		$	—
Interest credited to policyholders’ account balances	$	—		$	—		$	—		$	6,722		$	—

(1)

Separate account assets represent segregated funds that are invested for certain customers. Investment risks associated with market value changes are borne by the customers, except to the extent of minimum guarantees made by the Company with respect to certain contracts. Separate account liabilities are not included in the above table as they are reported at contract value and not fair value in the Company’s Unaudited Interim Consolidated Statements of Financial Position.


(2)	Transfers into or out of Level 3 are generally reported as the value as of the beginning of the quarter in which the transfer occurs.


(3)	Unrealized gains or losses related to assets still held at the end of the period do not include amortization or accretion of premiums and discounts.


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

Transfers - Transfers into Level 3 are generally the result of unobservable inputs utilized within valuation methodologies and the use of indicative broker quotes for assets that were previously valued using observable inputs. Transfers out of Level 3 are generally due to the use of observable inputs in valuation methodologies as well as the availability of pricing service information for certain assets that the Company is able to validate.

Fair Value of Financial Instruments

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

Table of Contents

PRUCO LIFE INSURANCE COMPANY

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)



	June 30, 2015
	Fair Value								Carrying Amount (1)
	Level 1		Level 2		Level 3		Total		Total
	(in thousands)
Assets:
Commercial mortgage and other loans	$	—	$	8,448	$	1,818,732	$	1,827,180	$	1,747,153
Policy loans	—		—		1,137,735		1,137,735		1,137,735
Other long-term investments					15,660		15,660		14,830
Cash and cash equivalents	51,278		103,223		—		154,501		154,501
Accrued investment income			93,591				93,591		93,591
Receivables from parent and affiliates			80,110				80,110		80,110
Other assets			28,384				28,384		28,384
Total assets	$	51,278	$	313,756	$	2,972,127	$	3,337,161	$	3,256,304
Liabilities:
Policyholders’ account balances - investment contracts	$	—	$	885,644	$	230,070	$	1,115,714	$	1,123,260
Cash collateral for loaned securities			109,798				109,798		109,798
Short-term debt			377,016				377,016		373,000
Long-term debt			1,311,375				1,311,375		1,281,000
Payables to parent and affiliates			55,039				55,039		55,039
Other liabilities			305,340				305,340		305,340
Total liabilities	$	—	$	3,044,212	$	230,070	$	3,274,282	$	3,247,437



	December 31, 2014
	Fair Value								Carrying Amount (1)
	Level 1		Level 2		Level 3		Total		Total
	(in thousands)
Assets:
Commercial mortgage and other loans	$	—	$	8,486	$	1,775,949	$	1,784,435	$	1,681,553
Policy loans	—		—		1,123,912		1,123,912		1,123,912
Other long-term investments	—		—		11,085		11,085		10,168
Cash and cash equivalents	53,476		93,633		—		147,109		147,109
Accrued investment income	—		90,506		—		90,506		90,506
Receivables from parent and affiliates	—		70,668		—		70,668		70,689
Other assets	—		24,126		—		24,126		24,126
Total assets	$	53,476	$	287,419	$	2,910,946	$	3,251,841	$	3,148,063
Liabilities:
Policyholders’ account balances - investment contracts	$	—	$	929,694	$	40,063	$	969,757	$	976,190
Cash collateral for loaned securities	—		65,418		—		65,418		65,418
Short-term debt	—		429,903		—		429,903		423,000
Long-term debt	—		1,321,501		—		1,321,501		1,288,000
Payables to parent and affiliates	—		53,027		—		53,027		53,027
Other liabilities	—		315,736		—		315,736		315,736
Total liabilities	$	—	$	3,115,279	$	40,063	$	3,155,342	$	3,121,371

(1)

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

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

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PRUCO LIFE INSURANCE COMPANY

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

Commercial Mortgage and Other Loans

The fair value of most commercial mortgage loans is based upon the present value of the expected future cash flows discounted at the appropriate U.S. Treasury rate 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.

Policy Loans

The Company’s valuation technique for policy loans is to discount cash flows at the current policy loan coupon rate. Policy loans are fully collateralized by the cash surrender value of underlying insurance policies. Repayment risk is minimal and valuation is not affected by changes in interest rates. As a result, the carrying value of the policy loans approximates the fair value.

Other Long-term Investments

Other long-term investments include investments in joint ventures and limited partnerships. The estimated fair values of these cost method investments are generally based on the Company’s NAV as provided in the financial statements of the investees. In certain circumstances, management may adjust the NAV by a premium or discount when it has sufficient evidence to support applying such adjustments. No such adjustments were made as of June 30, 2015 and December 31, 2014.

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

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

Policyholders’ Account Balances - Investment Contracts

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

Securities Sold Under Agreements to Repurchase

The Company receives collateral for selling securities under agreements to repurchase, or pledges collateral under agreements to resell. Repurchase and resale agreements are also generally short-term in nature, and therefore, the carrying amounts of these instruments approximate fair value.

Cash Collateral for Loaned Securities

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

Short-Term and Long-Term Debt

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

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PRUCO LIFE INSURANCE COMPANY

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

Other Liabilities and Payables to Parent and Affiliates

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

5. DERIVATIVE INSTRUMENTS

Types of Derivative Instruments and Derivative Strategies

Interest Rate Contracts

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

Equity Contracts

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

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

Foreign Exchange Contracts

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

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

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

Credit Contracts

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

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PRUCO LIFE INSURANCE COMPANY

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

Embedded Derivatives

The Company sells variable annuity products, which may include guaranteed benefit features that are accounted for as embedded derivatives. The Company has reinsurance agreements to transfer the risk related to certain of these benefit features to an affiliate, Pruco Reinsurance, Ltd. (“Pruco Re”). 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. The embedded derivatives are carried at fair value. These embedded derivatives are marked to market through “Realized investment gains (losses), net” based on the change in value of the underlying contractual guarantees, which are determined using valuation models as described in Note 4 to the Unaudited Interim Consolidated Financial Statements.

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



	June 30, 2015				December 31, 2014
		Gross Fair Value				Gross Fair Value
Primary Underlying	Notional	Assets	Liabilities		Notional	Assets	Liabilities
	(in thousands)
Derivatives Designated as Hedge Accounting Instruments:
Currency/Interest Rate
Foreign Currency Swaps	358,065	28,365	(3,829	)	291,100	14,733	(3,008	)
Total Qualifying Hedges	358,065	28,365	(3,829	)	291,100	14,733	(3,008	)
Derivatives Not Qualifying as Hedge Accounting Instruments:
Interest Rate
Interest Rate Swaps	3,184,400	147,160	(49,507	)	3,184,400	192,181	(20,574	)
Foreign Currency
Foreign Currency Forwards	22,919	5	(129	)	1,025	40	—
Credit
Credit Default Swaps	7,275	112	(417	)	12,275	150	(513	)
Currency/Interest Rate
Foreign Currency Swaps	155,246	10,847	(1,074	)	101,653	6,677	(712	)
Equity
Total Return Swaps	567,668	9,067	—		577,054	2,405	(19,670	)
Equity Options	53,213,970	31,014	(16,570	)	39,735,182	26,932	(14,210	)
Total Non-Qualifying Hedges	57,151,478	198,205	(67,697	)	43,611,589	228,385	(55,679	)
Total Derivatives (1)	57,509,543	226,570	(71,526	)	43,902,689	243,118	(58,687	)

(1)

Excludes embedded derivatives which contain multiple underlyings. The fair value of these embedded derivatives was a net liability of $3,117 million and $4,994 million as of June 30, 2015 and December 31, 2014, respectively, included in “Future policy benefits.” The fair value of the embedded derivatives related to the reinsurance of certain of these benefits to Pruco Re was an asset of $2,778 million and $4,522 million as of June 30, 2015 and December 31, 2014, included in “Reinsurance recoverables.” The fair value of the embedded derivative related to the no-lapse guarantee with UPARC was an asset of $245 million and $376 million as of June 30, 2015 and December 31, 2014, respectively, included in "Reinsurance recoverables." See Note 7 for additional information on the reinsurance agreement.

Offsetting Assets and Liabilities

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

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PRUCO LIFE INSURANCE COMPANY

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)



	June 30, 2015
	Gross Amounts of Recognized Financial Instruments		Gross Amounts Offset in the Statement of Financial Position			Net Amounts Presented in the Statement of Financial Position		Financial Instruments/ Collateral (1)			Net Amount
	(in thousands)
Offsetting of Financial Assets:
Derivatives (1)	$	225,738	$	(177,054	)	$	48,684	$	(9,661	)	$	39,023
Securities purchased under agreement to resell	103,223		—			103,223		(103,223		)	—
Total Assets	$	328,961	$	(177,054	)	$	151,907	$	(112,884	)	$	39,023
Offsetting of Financial Liabilities:
Derivatives (1)	$	71,526	$	(71,526	)	$	—	$	—		$	—
Securities sold under agreement to repurchase	—		—			—		—			—
Total Liabilities	$	71,526	$	(71,526	)	$	—	$	—		$	—



	December 31, 2014
	Gross Amounts of Recognized Financial Instruments		Gross Amounts Offset in the Statement of Financial Position			Net Amounts Presented in the Statement of Financial Position		Financial Instruments/ Collateral (1)			Net Amount
	(in thousands)
Offsetting of Financial Assets:
Derivatives (1)	$	242,523	$	(215,066	)	$	27,457	$	(7,194	)	$	20,263
Securities purchased under agreement to resell	93,633		—			93,633		(93,633		)	—
Total Assets	$	336,156	$	(215,066	)	$	121,090	$	(100,827	)	$	20,263
Offsetting of Financial Liabilities:
Derivatives (1)	$	58,687	$	(58,687	)	$	—	$	—		$	—
Securities sold under agreement to repurchase	—		—			—		—			—
Total Liabilities	$	58,687	$	(58,687	)	$	—	$	—		$	—


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

For information regarding the rights of offset associated with the derivative assets and liabilities in the table above see “Credit Risk” below. For securities purchased under agreements to resell and securities sold under agreements to repurchase, the Company monitors the value of the securities and maintains collateral, as appropriate, to protect against credit exposure. Where the Company has entered into repurchase and resale agreements with the same counterparty, in the event of default, the Company would generally be permitted to exercise rights of offset. For additional information on the Company’s accounting policy for securities repurchase and resale agreements, see Note 2 to the Company’s Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.

Cash Flow Hedges

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

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

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PRUCO LIFE INSURANCE COMPANY

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)



	Three Months Ended June 30, 2015
	Realized Investment Gains/(Losses)			Net Investment Income		Other Income			Accumulated Other Comprehensive Income (Loss) (1)
	(in thousands)
Derivatives Designated as Hedge Accounting Instruments:
Cash flow hedges
Currency/Interest Rate	$	—		$	711	$	(1,347	)	$	(11,795	)
Total cash flow hedges	—			711		(1,347		)	(11,795		)
Derivatives Not Qualifying as Hedge Accounting Instruments:
Interest Rate	(164,405		)	—		—			—
Currency	(84		)	—		—			—
Currency/Interest Rate	(3,715		)	—		(37		)	—
Credit	(88		)	—		—			—
Equity	(5,845		)	—		—			—
Embedded Derivatives	1,254			—		—			—
Total non-qualifying hedges	(172,883		)	—		(37		)	—
Total	$	(172,883	)	$	711	$	(1,384	)	$	(11,795	)



	Six Months Ended June 30, 2015
	Realized Investment Gains/(Losses)			Net Investment Income		Other Income			Accumulated Other Comprehensive Income (Loss) (1)
	(in thousands)
Derivatives Designated as Hedge Accounting Instruments:
Cash flow hedges
Currency/Interest Rate	$	—		$	1,248	$	(83	)	$	12,901
Total cash flow hedges	—			1,248		(83		)	12,901
Derivatives Not Qualifying as Hedge Accounting Instruments:
Interest Rate	(49,273		)	—		—			—
Currency	52			—		—			—
Currency/Interest Rate	4,551			—		98			—
Credit	(163		)	—		—			—
Equity	(21,170		)	—		—			—
Embedded Derivatives	(50,159		)	—		—			—
Total non-qualifying hedges	(116,162		)	—		98			—
Total	$	(116,162	)	$	1,248	$	15		$	12,901

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PRUCO LIFE INSURANCE COMPANY

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)



	Three Months Ended June 30, 2014
	Realized Investment Gains/(Losses)			Net Investment Income		Other Income			Accumulated Other Comprehensive Income (Loss) (1)
	(in thousands)
Derivatives Designated as Hedge Accounting Instruments:
Cash flow hedges
Currency/Interest Rate	$	—		$	264	$	(329	)	$	(2,500	)
Total cash flow hedges	—			264		(329		)	(2,500		)
Derivatives Not Qualifying as Hedge Accounting Instruments:
Interest Rate	70,929			—		—			—
Currency	(17		)	—		—			—
Currency/Interest Rate	(273		)	—		(18		)	—
Credit	(116		)	—		—			—
Equity	(26,232		)	—		—			—
Embedded Derivatives	(16,848		)	—		—			—
Total non-qualifying hedges	27,443			—		(18		)	—
Total	$	27,443		$	264	$	(347	)	$	(2,500	)



	Six Months Ended June 30, 2014
	Realized Investment Gains/(Losses)			Net Investment Income		Other Income			Accumulated Other Comprehensive Income (Loss) (1)
	(in thousands)
Derivatives Designated as Hedge Accounting Instruments:
Cash flow hedges
Currency/Interest Rate	$	—		$	517	$	(400	)	$	(2,392	)
Total cash flow hedges	—			517		(400		)	(2,392		)
Derivatives Not Qualifying as Hedge Accounting Instruments:
Interest Rate	162,506			—		—			—
Currency	(14		)	—		—			—
Currency/Interest Rate	654			—		(4		)	—
Credit	(158		)	—		—			—
Equity	(34,315		)	—		—			—
Embedded Derivatives	(17,108		)	—		—			—
Total non-qualifying hedges	111,565			—		(4		)	—
Total	$	111,565		$	517	$	(404	)	$	(2,392	)


(1)	Amounts deferred in “Accumulated other comprehensive income (loss).”

For the three and six months ended June 30, 2015 and 2014, the ineffective portion of derivatives accounted for using hedge accounting was not material to the Company’s results of operations. Also, there were no material amounts reclassified into earnings relating to instances in which the Company discontinued cash flow hedge accounting because the forecasted transaction did not occur by the anticipated date or within the additional time period permitted by the authoritative guidance for the accounting for derivatives and hedging.

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



	(in thousands)
Balance, December 31, 2014	$	11,585
Net deferred gains (losses) on cash flow hedges from January 1 to June 30, 2015	14,179
Amount reclassified into current period earnings	(1,278		)
Balance, June 30, 2015	$	24,486

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PRUCO LIFE INSURANCE COMPANY

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

As of June 30, 2015 and 2014, the Company did not have any qualifying cash flow hedges of forecasted transactions other than those related to the variability of the payment or receipt of interest or foreign currency amounts on existing financial instruments. The maximum length of time for which these variable cash flows are hedged is 19 years. Income amounts deferred in “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 Operations and Comprehensive Income (Loss).

Credit Derivatives

The Company has no exposure from credit derivatives where it has written credit protection as of June 30, 2015 and December 31, 2014.

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, 2015 and December 31, 2014, the Company had $7 million and $12 million of outstanding notional amounts, respectively, reported at fair value as a liability of less than $1 million for both periods.

Credit Risk

The Company is exposed to credit-related losses in the event of non-performance by our counterparty to financial derivative transactions.

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

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

6. COMMITMENTS, CONTINGENT LIABILITIES AND LITIGATION AND REGULATORY MATTERS

Commitments

The Company has made commitments to fund commercial loans. As of June 30, 2015, the outstanding balance on this commitment was $62 million. The Company also made commitments to purchase or fund investments, mostly private fixed maturities. As of June 30, 2015, $153 million of this commitment was outstanding.

Contingent Liabilities

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

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

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

Litigation and Regulatory Matters

The Company is subject to legal and regulatory actions in the ordinary course of its business. Pending legal and regulatory actions include proceedings specific to the Company and proceedings generally applicable to business practices in the industry in which it operates. The Company is subject to class action lawsuits and other litigation involving a variety of issues and allegations involving sales practices, claims payments and procedures, premium charges, policy servicing and breach of fiduciary duty to customers. The Company is also subject to litigation arising out of its general business activities, such as its investments, contracts,

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PRUCO LIFE INSURANCE COMPANY

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

leases and labor and employment relationships, including claims of discrimination and harassment, and could be exposed to claims or litigation concerning certain business or process patents. In addition, the Company, along with other participants in the businesses in which it engages, may be subject from time to time to investigations, examinations and inquiries, in some cases industry-wide, concerning issues or matters upon which such regulators have determined to focus. In some of the Company’s pending legal and regulatory actions, parties are seeking large and/or indeterminate amounts, including punitive or exemplary damages. The outcome of litigation or a regulatory matter, and the amount or range of potential loss at any particular time, is often inherently uncertain.

The Company establishes accruals for litigation and regulatory matters when it is probable that a loss has been incurred and the amount of that loss can be reasonably estimated. For litigation and regulatory matters where a loss may be reasonably possible, but not probable, or is probable but not reasonably estimable, no accrual is established, but the matter, if material, is disclosed, including matters discussed below. The Company estimates that as of June 30, 2015, the aggregate range of reasonably possible losses in excess of accruals established for those litigation and regulatory matters for which such an estimate currently can be made is $0 to approximately $6 million. The Company reviews relevant information with respect to its litigation and regulatory matters on a quarterly and annual basis and updates its accruals, disclosures and estimates of reasonably possible loss based on such reviews.

The following discussion of litigation and regulatory matters provides an update of those matters discussed in Note 11 to the Company’s Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, and should be read in conjunction with the complete descriptions provided in the Form 10-K.

State of West Virginia ex. Rel. John D. Perdue v. PRUCO Life Insurance Company

In June 2015, the West Virginia Supreme Court issued a decision: (i) reversing the trial court’s dismissal of the West Virginia Treasurer’s complaint alleging violations of West Virginia’s unclaimed property law; and (ii) remanding the case to the Circuit Court of Putnam County for proceedings consistent with its decision. In July 2015, a petition for rehearing was filed with the West Virginia Supreme Court.

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

7. RELATED PARTY TRANSACTIONS

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

Expense Charges and Allocations

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

The Company’s general and administrative expenses are charged to the Company using allocation methodologies based on business production processes. Management believes that the methodology is reasonable and reflects costs incurred by Prudential Insurance to process transactions on behalf of the Company. The Company operates under service and lease agreements whereby services of officers and employees, supplies, use of equipment and office space are provided by Prudential Insurance. The Company reviews its allocation methodology periodically which it may adjust accordingly. General and administrative expenses include allocations of stock compensation expenses related to a stock option program and a deferred compensation program issued by Prudential Financial. The expense charged to the Company for the stock option program was less than $1 million for both the three months ended June 30, 2015 and 2014; and less than $1 million for both the six months ended June 30, 2015 and 2014. The expense charged to the Company for the deferred compensation program was $2 million for both the three months ended June 30, 2015 and 2014; and $4 million for both the six months ended June 30, 2015 and 2014.

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

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PRUCO LIFE INSURANCE COMPANY

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

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 $5 million for both the three months ended June 30, 2015 and 2014; and $11 million and $9 million for the six months ended June 30, 2015 and 2014, respectively.

Prudential Insurance sponsors voluntary savings plans for its employee’s 401(k) plans. The plans provide for salary reduction contributions by employees and matching contributions by the Company of up to 4% of annual salary. The Company’s expense for its share of the voluntary savings plan was $2 million for both the three months ended June 30, 2015 and 2014, and $4 million for both the six months ended June 30, 2015 and 2014.

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

The Company pays commissions and certain other fees to Prudential Annuities Distributors, Inc. (“PAD”) in consideration for PAD’s marketing and underwriting of the Company’s products. Commissions and fees are paid by PAD to broker-dealers who sell the Company’s products. Commissions and fees paid by the Company to PAD were $211 million and $223 million for the three months ended June 30, 2015 and 2014, respectively, and $415 million and $425 million for the six months ended June 30, 2015 and 2014, respectively.

Corporate Owned Life Insurance

The Company has sold five Corporate Owned Life Insurance (“COLI”) policies to Prudential Insurance, and one to Prudential Financial. The cash surrender value included in separate accounts for these COLI policies was $2,948 million at June 30, 2015 and $2,812 million at December 31, 2014. Fees related to these COLI policies were $10 million for both the three months ended June 30, 2015 and 2014, and $21 million for both the six months ended June 30, 2015 and 2014. The Company retains the majority of the mortality risk associated with these COLI policies. In October 2013, the Company increased the maximum amount of mortality risk on any life to $3.5 million for certain COLI policies.

Derivative Trades

In its ordinary course of business, the Company enters into OTC derivative contracts with an affiliate, PGF.

Reinsurance with Affiliates

The Company participates in reinsurance with its affiliates Prudential Life Insurance Company of Taiwan Inc. (“Prudential of Taiwan”), Prudential Arizona Reinsurance Captive Company (“PARCC”), UPARC, Pruco Re, Prudential Arizona Reinsurance Term Company (“PAR Term”), Prudential Arizona Reinsurance Universal Company (“PAR U”), Prudential Universal Reinsurance Company ("PURC"), and Prudential Term Reinsurance Company (“Term Re”), and its parent company, Prudential Insurance, in order to provide risk diversification and additional capacity for future growth, limit the maximum net loss potential, manage the statutory capital for its individual life business, facilitate its capital market hedging program and align accounting methodology for the assets and liabilities of living benefit riders contained in annuities contracts. 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.

On January 2, 2013, the Company began to assume GUL business from Prudential Insurance in connection with the acquisition of the Hartford Life Business. The GUL business assumed from Prudential Insurance is subsequently retroceded to PAR U. Collectively, reinsurance of this GUL business does not have a material impact on the equity of the Company.

Reserves related to reinsured long duration contracts are accounted for using assumptions consistent with those used to account for the underlying contracts. Amounts recoverable from reinsurers, for long duration reinsurance arrangements, are estimated in a manner consistent with the claim liabilities and policy benefits associated with the reinsured policies. Reinsurance premiums ceded for 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), net”. 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 has also entered into an agreement with UPARC to reinsure a portion of the no-lapse guarantee provision on certain universal life products. These reinsurance agreements are derivatives and have been accounted for in the same manner as an embedded derivative. See Note 5 for additional information related to the accounting for embedded derivatives.

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PRUCO LIFE INSURANCE COMPANY

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

Reinsurance amounts included in the Company’s Unaudited Interim Consolidated Statements of Financial Position as of June 30, 2015 and December 31, 2014 were as follows:



	June 30, 2015			December 31, 2014
	(in thousands)
Reinsurance recoverable	$	19,642,472		$	20,594,371
Policy loans	(72,935		)	(69,501		)
Deferred policy acquisition costs	(1,963,446		)	(1,709,625		)
Other assets	37,745			39,458
Policyholders’ account balances	5,007,077			4,827,071
Future policy benefits and other policyholder liabilities	2,168,000			2,193,735
Other liabilities (reinsurance payables)	436,048			433,627

The reinsurance recoverables by counterparty is broken out below.



	June 30, 2015		December 31, 2014
	(in thousands)
UPARC	$	275,209	$	407,209
PAR U	9,444,368		9,147,870
PURC	1,877,750		1,564,913
PARCC	2,537,573		2,499,567
PAR Term	1,120,484		1,001,181
Term Re	192,281		97,099
Prudential Insurance	188,872		188,466
Pruco Re	2,779,245		4,522,665
Prudential of Taiwan	1,213,912		1,157,881
Unaffiliated	12,778		7,520
Total Reinsurance Recoverables	$	19,642,472	$	20,594,371

Reinsurance amounts, excluding investment gains (losses) on affiliated asset transfers, included in the Company’s Unaudited Interim Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and six months ended June 30, 2015 and 2014 were as follows:

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PRUCO LIFE INSURANCE COMPANY

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)



	Three Months Ended June 30,						Six Months Ended June 30,
	2015			2014			2015			2014
	(in thousands)
Premiums:
Direct	$	383,312		$	352,491		$	749,555		$	692,059
Assumed	—			—			—			—
Ceded	(359,830		)	(334,484		)	(710,436		)	(658,807		)
Net Premiums	23,482			18,007			39,119			33,252
Policy charges and fee income:
Direct	694,126			688,988			1,426,691			1,352,773
Assumed	(13,919		)	135,518			155,292			226,349
Ceded	(150,174		)	(301,310		)	(511,185		)	(542,301		)
Net policy charges and fee income	530,033			523,196			1,070,798			1,036,821
Net investment income:
Direct	102,306			104,007			206,354			202,998
Assumed	364			340			693			678
Ceded	(1,184		)	(1,127		)	(2,141		)	(1,979		)
Net investment income	101,486			103,220			204,906			201,697
Net other income:
Direct	12,841			13,167			25,152			26,574
Assumed & Ceded	2,172			—			7,078			—
Net other income	15,013			13,167			32,230			26,574
Interest credited to policyholders’ account balances:
Direct	73,790			105,230			216,195			206,123
Assumed	32,790			30,984			61,615			60,231
Ceded	(58,337		)	(52,438		)	(112,090		)	(102,775		)
Net interest credited to policyholders’ account balances	48,243			83,776			165,720			163,579
Policyholders’ benefits (including change in reserves):
Direct	466,298			466,514			952,425			963,994
Assumed	(12,799		)	137,403			223,085			320,078
Ceded	(396,233		)	(531,786		)	(1,059,843		)	(1,126,906		)
Net policyholders’ benefits (including change in reserves)	57,266			72,131			115,667			157,166
Net reinsurance expense allowances, net of capitalization and amortization	(17,371		)	(64,615		)	(87,083		)	(128,167		)
Realized investment gains (losses), net:
Direct	2,834,402			(477,059		)	2,167,967			(1,598,581		)
Assumed	—			—			—			—
Ceded	(3,005,058		)	508,727			(2,279,598		)	1,715,780
Realized investment gains (losses), net	$	(170,656	)	$	31,668		$	(111,631	)	$	117,199

The gross and net amounts of life insurance face amount in force as of June 30, 2015 and 2014 were as follows:



	June 30, 2015			June 30, 2014
	(in thousands)
Direct gross life insurance face amount in force	$	739,363,094		$	685,708,205
Assumed gross life insurance face amount in force	44,015,996			45,005,228
Reinsurance ceded	(722,711,390		)	(671,295,042		)
Net life insurance face amount in force	$	60,667,700		$	59,418,391

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PRUCO LIFE INSURANCE COMPANY

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

UPARC

Through June 30, 2011, the Company, excluding its subsidiaries, reinsured its Universal Protector policies having no-lapse guarantees with UPARC, an affiliated company. 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. During the first quarter of 2013, the agreement between the Company and UPARC was further amended to revise language relating to the consideration due to the Company.

Effective July 1, 2013 the agreement between the Company and UPARC to reinsure its Universal Protector policies having no-lapse guarantees was amended for policies with effective dates January 1, 2011 through December 31, 2012. 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.

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

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

PAR U

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. During the first quarter of 2013, the agreement between the Company, excluding its subsidiaries, and PAR U was amended to revise language relating to the consideration due to PAR U.

Effective July 1, 2012, the Company’s wholly-owned subsidiary, PLNJ, entered into an automatic coinsurance agreement with PAR U, an affiliated company, to reinsure an amount equal to 95% of all the risks associated with its universal life policies. During the fourth quarter of 2012, the agreement between PLNJ and PAR U was amended to revise language relating to the consideration due to PAR U.

On January 2, 2013, the Company began to assume GUL business from Prudential Insurance in connection with the acquisition of the Hartford Life Business. The GUL business assumed from Prudential Insurance is subsequently retroceded to PAR U. Collectively, reinsurance of the GUL business does not have a material impact on the equity of the Company.

Effective July 1, 2013, the agreement between the Company, excluding its subsidiaries, and PAR U was amended for policies with effective dates from January 1, 2011 through December 31, 2012. Under the amended agreement, PAR U reinsures 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 from January 1, 2011 through December 31, 2012 in addition to policies covered by the initial reinsurance agreement discussed above.

Effective October 1, 2013, the Company entered into an Assumption and Novation Agreement with PAR U and PURC, an affiliated company. Under this agreement, PAR U novates, assigns, and transfers to PURC all of its rights, title, interests, duties, obligations, and liabilities under the aforementioned amendment entered into on July 1, 2013. PURC will succeed PAR U and become the counterparty to the Company with respect to the novated business pursuant to the Novated Coinsurance Agreement (the “PURC Novated Coinsurance Agreement”). There is no financial impact to the Company as a result of this transaction.

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PRUCO LIFE INSURANCE COMPANY

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

PURC

The Company, excluding its subsidiaries, reinsures 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 from January 1, 2011 through December 31, 2012 with PURC pursuant to the PURC Novated Coinsurance Agreement (as defined in “PARU” above).

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

Effective July 1, 2014, the agreement between the Company, excluding its subsidiaries, and PURC was amended to reinsure policies with effective dates from January 1, 2013 through December 31, 2013. Under the amended agreement, PURC reinsures an amount equal to 70% of all the risks associated with its Universal Protector policies having no lapse guarantees as well as its Universal Plus policies in addition to policies initially covered by the PURC Novated Coinsurance Agreement.

PARCC

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

PAR Term

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

Term Re

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

Prudential Insurance

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

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.

Pruco Re

The Company uses reinsurance as part of its risk management and capital management strategies for certain of its optional living benefit features available under certain of its annuity products. Starting from 2005, the Company has entered into various automatic coinsurance agreements with Pruco Re, an affiliated company, to reinsure its living benefit features sold on certain of its annuities.

Taiwan Branch Reinsurance Agreement

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 Prudential of Taiwan, an affiliated company.

The mechanism used to transfer this block of business in Taiwan is referred to as a “full acquisition and assumption” transaction. Under this mechanism, 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.

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PRUCO LIFE INSURANCE COMPANY

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

Affiliated Asset Administration Fee Income

The Company has a revenue sharing agreement with AST Investment Services, Inc. and Prudential Investments LLC whereby the Company receives fee income calculated on contractholder separate account balances invested in the Advanced Series Trust. Income received from AST Investment Services, Inc. and Prudential Investments LLC related to this agreement was $98 million and $90 million for the three months ended June 30, 2015 and 2014, respectively, and $193 million and $176 million for the six months ended June 30, 2015 and 2014, respectively. These revenues are recorded as “Asset administration fees” in the Unaudited Interim Consolidated Statements of Operations and Comprehensive Income (Loss).

The Company has a revenue sharing agreement with Prudential Investments LLC, whereby the Company receives fee income based on policyholders’ separate 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, 2015 and 2014, and $6 million for both the six months ended June 30, 2015 and 2014. These revenues are recorded as “Asset administration fees” in the Unaudited Interim Consolidated Statements of Operations and Comprehensive Income (Loss).

Affiliated Investment Management Expenses

In accordance with an agreement with Prudential Investment Management, Inc. (“PIMI”), the Company pays investment management expenses to PIMI who acts as investment manager to certain Company general account and separate account assets. Investment management expenses paid to PIMI related to this agreement were $4 million for both the three months ended June 30, 2015 and 2014, and $8 million and $7 million for the six months ended June 30, 2015 and 2014, respectively. These expenses are recorded as “Net investment income” in the Unaudited Interim Consolidated Statements of Operations and Comprehensive Income (Loss).

Affiliated Asset Transfers

From time to time, the Company participates in affiliated asset trades with parent and sister companies. Book and market value differences for trades with a parent and sister are recognized within "Additional paid-in capital" (“APIC”) and "Realized investment gain (loss), net", respectively. The table below shows affiliated asset trades as of December 31, 2014 and June 30, 2015.



Affiliate	Date	Transaction	Security Type	Fair Value		Book Value		Additional Paid-in Capital, Net of Tax Increase/(Decrease)			Realized Investment Gain/(Loss), Net			Derivative Gain/(Loss)
				(in millions)
Prudential Insurance	March-14	Purchase	Fixed Maturities	$	13	$	13	$	—		$	—		$	—
Prudential Financial	September-14	Transfer In	Fixed Maturities & Private Equity	81		77		3			—			—
Prudential Financial	September-14	Transfer Out	Fixed Maturities	142		136		(4		)	—			—
PURC	September-14	Transfer Out	Fixed Maturities, Commercial Mortgages, & Private Equity	178		172		—			6			(8		)
Prudential Annuities Life Assurance Corporation	October-14	Purchase	Fixed Maturities	10		9		—			(1		)	—
Prudential Insurance	December-14	Purchase	Fixed Maturities, Commercial Mortgages, & Private Equity	122		102		(13		)	—			—
PURC	December-14	Purchase	JV/LP Investment	3		3		—			—			—
Prudential Insurance	March-15	Purchase	Fixed Maturities & Trading Account Assets	92		74		(12		)	—			—
Prudential Insurance	June-15	Purchase	Fixed Maturities	11		10		(1		)	—			—

Debt Agreements

The Company is authorized to borrow funds up to $2.2 billion from affiliates to meet its capital and other funding needs.

The following table provides the breakout of the Company’s short-term and long-term debt with affiliates:

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PRUCO LIFE INSURANCE COMPANY

Notes to Unaudited Interim Consolidated Financial Statements—(Continued)



Affiliate	Date Issued	Amount of Notes - June 30, 2015		Amount of Notes - December 31, 2014		Interest Rate					Date of Maturity
		(in thousands)
Prudential Financial	6/20/2011	$	—	$	50,000	2.64				%	6/21/2015
Prudential Financial	12/15/2011	11,000		11,000		3.61				%	12/15/2016
Prudential Financial	12/16/2011	22,000		22,000		3.32	%	-	3.61	%	12/16/2015	-	12/16/2016
Prudential Insurance	12/20/2010	204,000		204,000		3.47				%	12/21/2015
Washington Street Investment	6/20/2012	158,000		237,000		2.44	%	-	3.02	%	6/15/2015	-	6/15/2017
Washington Street Investment	12/17/2012	198,000		198,000		1.33	%	-	1.87	%	12/17/2015	-	12/17/2017
Washington Street Investment	12/17/2012	39,000		39,000		1.33	%	-	1.87	%	12/17/2015	-	12/17/2017
Prudential Financial	11/15/2013	9,000		9,000		2.24				%	12/15/2018
Prudential Financial	11/15/2013	23,000		23,000		3.19				%	12/15/2020
Prudential Insurance	12/6/2013	120,000		120,000		2.60				%	12/15/2018
Prudential Insurance	12/6/2013	130,000		130,000		4.39				%	12/15/2023
Prudential Insurance	12/6/2013	250,000		250,000		3.64				%	12/15/2020
Prudential Insurance	9/25/2014	30,000		30,000		1.89				%	6/20/2017
Prudential Insurance	9/25/2014	40,000		40,000		3.95				%	6/20/2024
Prudential Insurance	9/25/2014	20,000		20,000		2.80				%	6/20/2019
Prudential Insurance	9/25/2014	50,000		50,000		3.95				%	6/20/2024
Prudential Insurance	9/25/2014	50,000		50,000		2.80				%	6/20/2019
Prudential Insurance	9/25/2014	100,000		100,000		3.47				%	6/20/2021
Prudential Insurance	9/25/2014	100,000		100,000		3.95				%	6/20/2024
Prudential Financial	12/15/2014	5,000		5,000		2.57				%	12/15/2019
Prudential Financial	12/15/2014	23,000		23,000		3.14				%	12/15/2021
Prudential Financial	6/15/2015	66,000		—		3.52				%	6/15/2022
Prudential Financial	6/15/2015	6,000		—		2.86				%	6/15/2020
Total Loans Payable to Affiliates		$	1,654,000	$	1,711,000

The total interest expense to the Company related to loans payable to affiliates was $13.2 million and $12.9 million for the three months ended June 30, 2015, and 2014, respectively, and $26.4 million and $26.0 million for the six months ended June 30, 2015 and 2014, respectively.

Contributed Capital and Dividends

In June of 2015, the Company paid a dividend in the amount of $230 million to Prudential Insurance. In June and December of 2014, the Company paid dividends in the amounts of $338 million and $410 million, respectively, to Prudential Insurance.

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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 consolidated financial condition and results of operations of Pruco Life Insurance Company, or the “Company,” as of June 30, 2015, compared with December 31, 2014, and its consolidated results of operations for the three and six months ended June 30, 2015 and 2014. You should read the following analysis of our consolidated financial condition and results of operations in conjunction with the MD&A, the “Risk Factors” section, and the audited Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, as well as the statements under “Forward-Looking Statements” and the Unaudited Interim Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q.

Overview

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

Regulatory Developments

In April 2015, the U.S. Department of Labor ("DOL") released a proposed regulation accompanied by new class exemptions and proposed amendments to long-standing exemptions from the prohibited transaction provisions under the Employee Retirement Income Security Act of 1974. The comment period for the proposed regulation ended on July 21, 2015, and it is expected that the DOL will seek to promulgate final regulations in 2016. If enacted, the proposals will redefine who would be considered a “fiduciary” for purposes of transactions with qualified plans, plan participants and Individual Retirement Accounts. We cannot predict the exact nature and scope of any new final regulations or their impact on our business; however, the new rules may effectively impose limits on interactions with existing and prospective customers in our individual annuities and individual life businesses, and increase compliance costs.

Prudential Financial is required as a non-bank financial company to submit to the Board of Governors of the Federal Reserve System ("FRB") and the Federal Deposit Insurance Corporation (“FDIC”) an annual plan for rapid and orderly resolution in the event of severe financial distress. Prudential Financial submitted its initial resolution plan in June 2014, and was advised by the FRB and the FDIC in September 2014 that the plan was "not incomplete", the standard for an initial plan. In July 2015, the FRB and the FDIC provided feedback to Prudential Financial, as well as to the other two non-bank financial companies which filed initial plans in 2014, on their respective resolution plans. The FRB and FDIC also provided guidance on common areas that should be addressed in preparing the resolution plans to be submitted by December 31, 2015.

The Financial Stability Board ("FSB"), consisting of representatives of financial authorities from over 20 nations and global institutions, has identified Prudential Financial as a global systemically important insurer ("G-SII") that is to be subject to enhanced regulation. In June 2015, the International Association of Insurance Supervisors ("IAIS"), acting at the direction of the FSB, issued a public consultation document on the development of higher loss absorbency ("HLA") requirements for G-SIIs. HLA requirements will establish an additional capital buffer above the IAIS’s basic capital requirement ("BCR") that G-SIIs would need to hold to support their insurance and non-insurance activities. The IAIS expects that HLA requirements would increase G-SIIs’ BCR by an average of 20%. The HLA requirements are expected to be presented to the G20 for endorsement in November 2015 and applied to G-SIIs beginning in 2019. We continue to evaluate the potential impact the HLA requirements could have on us if they are adopted in the jurisdictions in which we operate.

The New Jersey Department of Banking and Insurance (“NJDOBI”) has notified Prudential Financial that New Jersey’s recently enacted legislation authorizing group-wide supervision of internationally active insurance groups (the “GWS Law”) authorizes NJDOBI to act as the group-wide supervisor (“GWS”) of Prudential Financial under the GWS Law. The GWS Law, among other provisions, authorizes NJDOBI to examine Prudential Financial and its subsidiaries, in addition to its New Jersey domiciled insurance subsidiaries, for the purpose of ascertaining the financial condition of the insurance companies and compliance with New Jersey insurance laws. We cannot predict what additional requirements or costs may result from NJDOBI’s assertion of GWS status with respect to Prudential Financial.

For additional information on the potential impacts of regulation on the Company, including the topics described above, see “Business-Regulation” and “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2014.

Revenues and Expenses

The Company earns revenues principally from insurance premiums; mortality and expense, and asset administration fees from insurance and investment products; and investment of general account and other funds. The Company earns premiums primarily from the sale of individual life insurance and annuity products. The Company earns mortality and expense fees, and asset administration fees primarily from the sale and servicing of universal life insurance and separate account products including variable life insurance and variable annuities. The Company’s operating expenses principally consist of insurance benefits provided

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and reserves established for anticipated future insurance benefits, general business expenses, commissions and other costs of selling and servicing the various products we sell and interest credited on general account liabilities.

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

Results for the three and six months ended June 30, 2015, reflect the impact of our annual review and update of assumptions, which we performed in the second quarter. Prior to 2015, this review and update was performed in the third quarter of each year. Accordingly, results for the three and six months ended June 30, 2014, do not reflect an impact from the annual review and update of assumptions performed in 2014.

Profitability

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

See “Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, 2014 for a discussion of risks that have materially affected and may affect in the future the Company’s business, results of operations or financial condition, or cause the Company’s actual results to differ materially from those expected or those expressed in any forward looking statements made by or on behalf of the Company.

Products

Individual Annuities

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

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

In the first quarter of 2014, we launched the Prudential Premier ® Retirement with Highest Daily Lifetime Income (“HDI”) v. 3.0 Variable Annuity, which offers lifetime income based on the highest daily account value plus a compounded deferral credit. In the first quarter of 2013, we launched the Prudential Defined Income (“PDI”) Variable Annuity to complement the variable annuity products we offer with the highest daily benefit. PDI provides guaranteed lifetime withdrawal payments, but restricts contractholder investments to a single bond sub-account within the separate account. PDI includes a living benefit rider which provides for a specified lifetime income withdrawal rate applied to the initial premium paid, subject to annual roll-up increases until lifetime withdrawals commence, but does not have the highest daily feature.

In addition, certain in force contracts include guaranteed benefits which are not currently offered, such as annuitization benefits based on a guaranteed notional amount and benefits payable at specified dates after the accumulation period. Most contracts also guarantee the contractholder’s beneficiary a return of total purchase payments made to the contract, adjusted for any partial withdrawals, upon death.

We also offer immediate annuities and variable annuities without guaranteed living benefits. In the second quarter of 2014, we launched the Prudential Premier ® Investment Variable Annuity, which offers tax-deferred asset accumulation with an optional death benefit that guarantees the contractholder’s beneficiary a return of total purchase payments made to the contract, adjusted for any partial withdrawals, upon death.

Excluding our PDI product, the majority of our variable annuities generally provide our contractholders with the opportunity to allocate purchase payments to sub-accounts that invest in underlying proprietary mutual funds or a mix of proprietary and non-proprietary mutual funds, frequently under asset allocation programs. Prudential Premier ® Retirement Variable Annuities with

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HDI v. 3.0 requires allocation to a fixed-rate account that is invested in the general account and is credited with interest at rates we determine, subject to certain minimums. We also offer fixed annuities that provide a guarantee of principal and interest credited at rates we determine, subject to certain contractual minimums. Certain allocations made in the fixed-rate accounts of our variable annuities and certain fixed annuities impose a market value adjustment if the contract is not held to maturity.

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, contractholder longevity/mortality, timing and amount of annuitization and withdrawals, withdrawal efficiency and contract lapses. The 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. Our returns can also vary due to the impact and effectiveness of our hedging programs for any capital markets movements that we may hedge, the impact of affiliated reinsurance, the impact of that portion of our variable annuity contracts with an asset transfer feature, the impact of risks we have retained and the impact of risks that are not able to be hedged.

Our risk management strategy helps to limit our exposure to certain of these risks primarily through a combination of product design elements, our living benefits hedging program and affiliated reinsurance arrangements. In addition, we consider external reinsurance a form of risk mitigation. Effective April 1, 2015, we entered into an agreement with Union Hamilton Reinsurance, Ltd., an external counterparty, to reinsure approximately 50% of the HDI v. 3.0, the newest version of our variable annuity with a "highest daily" living benefits guarantee. This reinsurance agreement covers most new HDI v. 3.0 variable annuity business issued between April 1, 2015 and December 31, 2016 on a quota share basis, subject to a maximum $5 billion of new rider purchase payments made through December 31, 2016.

The product design elements we utilize for certain products include, among others, asset allocation restrictions, minimum issuance age requirements, monthly rate setting, certain limitations on the amount of premiums accepted and/or subsequent contractholder deposits and an asset transfer feature, as well as required allocation to our general account for certain of our products. The objective of the asset transfer feature, included in the majority of our variable annuity contracts with optional living benefits features and all new contracts sold with our highest daily living benefits feature, is to help mitigate our exposure to equity market risk and market volatility by transferring assets between certain variable investment sub-accounts selected by the annuity contractholder, and investments that are expected to be more stable (e.g., a bond fund sub-account within the separate account or a fixed-rate account within the general account). The transfers are based on the static mathematical formula used with the particular optional benefit which considers a number of factors, including, but not limited to, the impact of investment performance on the contractholder’s total account value. This occurs at the contractholder level, rather than at the fund level, which we believe enhances our risk mitigation. As of June 30, 2015, approximately $91.6 billion or 90% of total variable annuity account values contain a living benefit feature, compared to approximately $89.3 billion or 90% as of December 31, 2014. As of June 30, 2015, approximately $83.8 billion or 91% of variable annuity account values with living benefit features included an asset transfer feature in the product design, compared to approximately $85.0 billion or 95% as of December 31, 2014.

As mentioned above, in addition to our asset transfer feature, we also manage certain risks associated with our variable annuity products through our living benefits hedging programs and affiliated and unaffiliated reinsurance agreements. We reinsure the majority of our variable annuity living benefit guarantees that are not externally reinsured to an affiliated reinsurance company, Pruco Reinsurance, Ltd. (“Pruco Re”). The living benefits hedging program is primarily executed within Pruco Re to manage capital markets risk associated with the reinsured optional living benefit guarantees. We use our hedging program to help manage certain risks associated with certain of our guarantees. The hedging program’s objective is to help mitigate fluctuations in net income and capital from living benefit liabilities due to capital market movements, within firm established tolerances. Through our hedging program, we enter into derivative positions that seek to offset the net change in our hedge target. In addition to mitigating fluctuations of the living benefit liabilities due to capital market movements, the hedging program is also focused on a long-term goal of accumulating assets that could be used to pay claims under these benefits irrespective of market path.

Term Life Insurance

The Company offers a variety of term life insurance products, which represent 65% of our net individual life insurance in force face amount at June 30, 2015, that provide coverage for a specified time period. Most term products include a conversion feature that allows the policyholder to convert the policy into permanent life insurance coverage. The Company also offers term life insurance that provides for a return of premium if the insured is alive at the end of the level premium period. There continues to be significant demand for term life insurance protection.

Variable Life Insurance

The Company offers a number of individual variable life insurance products, which represent 21% of our net individual life insurance in force face amount at June 30, 2015, that 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 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 that we determine, subject to certain contractual minimums. In the separate accounts, the policyholder bears

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the fund performance risk. The Company also offers a variable product that allows for a more flexible guarantee against lapse where policyholders can select the guarantee period. The Company also offers a policy rider which allows the policyholder to accelerate the death benefit if the insured is chronically or terminally ill and otherwise meets the contractual requirements. 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, however, is associated with our large in force block of variable life insurance policies. Profit patterns on these policies are not level and insureds generally begin paying reduced policy charges as the policies age. 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.

Universal Life Insurance

The Company offers universal life insurance products, which represent 14% of our net individual life insurance in force face amount at June 30, 2015, which feature flexible premiums, a choice of guarantees against lapse, and a crediting rate that we determine, subject to certain contractual minimums. In addition, the Company offers universal life insurance products that allow the policyholder to allocate a portion of their account balance into accounts that provide interest or an interest component linked to S&P 500 index performance over the following year, subject to certain participation rates and contractual minimums and maximums. The Company also offers a policy rider which allows the policyholder to accelerate the death benefit if the insured is chronically or terminally ill and otherwise meets the contractual requirements. The Company’s profits from universal life insurance are impacted by mortality and expense margins and net interest spread.

Accounting Policies & Pronouncements

Application of Critical Accounting Estimates

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

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


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


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


•	Policyholder liabilities;


•	Reinsurance recoverables;


•	Taxes on income; and


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

Annually, we perform a comprehensive review of the assumptions used in establishing reserves and in calculating the amortization of DAC and other costs. As discussed in “-Results of Operations” below, beginning in 2015, we perform our annual review of assumptions during the second quarter.

DAC and Other Costs

DAC and other costs associated with the variable and universal life policies and the variable and fixed annuity contracts are generally amortized over the expected life of these policies in proportion to total gross profits. Total gross profits include both actual gross profits and estimates of gross profits for future periods. In calculating gross profits, we consider mortality, persistency, and other elements as well as rates of return on investments associated with these contracts and the cost related to our guaranteed minimum death and guaranteed minimum income benefits. For variable annuities, gross profits and amortization rates also include the impacts of the embedded derivatives associated with certain of the living benefit features of our variable annuity contracts and related hedging activities. In calculating amortization expense, we estimate the amounts of gross profits that will be included in our U.S. GAAP results and utilize these estimates to calculate amortization rates and expense amounts. In addition, in calculating gross profits, we include the profits and losses related to contracts issued by the Company that are reported in affiliated legal entities other than the Company as a result of, for example, reinsurance agreements with those affiliated entities. The Company is an indirect subsidiary of Prudential Financial (an SEC registrant) and has extensive transactions and relationships with other subsidiaries of Prudential Financial, including reinsurance agreements, as discussed in Note 7 to the Unaudited Interim Consolidated Financial Statements. Incorporating all product-related profits and losses in gross profits, including those that are reported in

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affiliated legal entities, produces a DAC amortization pattern representative of the total economics of the products. For a further discussion of the amortization of DAC and DSI, see “MD&A-Results of Operations”.

The near-term future equity rate of return assumptions used in evaluating DAC and other costs for our domestic variable annuity and variable life insurance products are derived using a reversion to the mean approach, a common industry practice. Under this approach, we consider historical equity returns and adjust projected equity returns over an initial future period of five years (the “near-term”) so that equity returns converge to the long-term expected rate of return. If the near-term projected future rate of return is greater than our near-term maximum future rate of return of 15%, we use our maximum future rate of return. As of June 30, 2015, our variable annuities and variable life insurance businesses assume an 8% long-term equity expected rate of return and a 4.7% near-term mean reversion equity rate of return.

The weighted average rate of return assumptions for these businesses consider many factors specific to each business, including asset durations, asset allocations and other factors. We generally update the near term equity rates of return and our estimate of total gross profits each quarter to reflect the result of the reversion to the mean approach. These market performance related adjustments to our estimate of total gross profits result in cumulative adjustments to prior amortization, reflecting the application of the new required rate of amortization to all prior periods’ gross profits.

For additional information on our policies for DAC and other costs and for the remaining critical accounting estimates listed above, see our Annual Report on Form 10-K for the year ended December 31, 2014, under “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Accounting Policies & Pronouncements-Application of Critical Accounting Estimates”.

Adoption of New Accounting Pronouncements

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

Changes in Financial Position

June 30, 2015 versus December 31, 2014

Assets increased by $2 billion, from $145.8 billion at December 31, 2014 to $147.8 billion at June 30, 2015. Significant components were:


•	Separate account assets increased $2,545 million from $109,194 million at December 31, 2014 to $111,739 million at June 30, 2015, primarily driven by market appreciation and positive net flows from variable annuity new business sales.


•	Total investments increased $350 million from $9,499 million at December 31, 2014 to $9,849 million at June 30, 2015, primarily driven by growth in the assets supporting the universal life and term life business and increased general account investments from variable annuity sales.

•

Reinsurance recoverables decreased $952 million from $20,594 million at December 31, 2014 to $19,642 million at June 30, 2015. The decrease was primarily driven by the mark-to-market of the reinsurance recoverable related to the reinsured liability for variable annuity living benefits reflecting higher interest rates. The decrease is partially offset by the impact of term and universal life business growth which increased ceded reserves and ceded policyholders’ account balances. See Note 7 to the Unaudited Interim Consolidated Financial Statements for additional information regarding affiliated reinsurance transactions.

Total liabilities increased $1.9 billion, from $141.3 billion at December 31, 2014 to $143.2 billion at June 30, 2015. Significant components were:


•	Separate account liabilities increased $2,545 million, corresponding to the increase in separate account assets described above.


•	Policyholder account balances increased $1,041 million, from $15,250 million at December 31, 2014 to $16,291 million at June 30, 2015, primarily driven by liabilities related to continued universal life business growth, as well as growth in the variable annuity product that offers HDI v. 3.0, which requires fund allocation into the general account.


•	Future policy benefits and other policyholder liabilities decreased $1,561 million, from $13,915 million at December 31, 2014 to $12,354 million at June 30, 2015, primarily driven by the mark-to-market of the liability for living benefit embedded derivatives, as described above, partially offset by higher reserve supporting term life business growth.

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Results of Operations

Income (Loss) from Operations before Income Taxes

2015 to 2014 Three Months Comparison. Income from operations before income taxes decreased $64 million from income of $300 million in the second quarter of 2014 to $236 million in the second quarter of 2015. Excluding the impact on the amortization of DAC and DSI of the mark-to-market of the living benefit embedded derivative liability and related hedge positions, as well as the impact of changes in the estimated profitability of the business, as discussed below, income from operations before income taxes decreased $197 million. The decrease was primarily driven by lower realized investment gains on the embedded derivatives related to the no-lapse guarantee reinsurance with UPARC, and higher operating expenses, partially offset by higher net asset-based fee income, net of a related increase in asset-based commissions.

The DAC and DSI impact of the mark-to-market of the living benefit embedded derivative liability and related hedge positions reflected a favorable variance of $30 million, resulting from an amortization benefit of $69 million in the second quarter of 2015 compared to an amortization benefit of $39 million in the second quarter of 2014. The favorable variance was primarily driven by mark-to-market losses in the current quarter, compared to mark-to-market gains in the prior year quarter.

Adjustments to the reserves for the guaranteed minimum death benefits (“GMDB”) and guaranteed minimum income benefits (“GMIB”) features of our products and the amortization of DAC, DSI, and unearned revenue reserve (“URR”) included the impact from changes in the profitability of the business. These adjustments resulted in a net benefit of $96 million in the second quarter of 2015, compared to a net charge of $7 million in the second quarter of 2014. The net benefit in the second quarter of 2015 primarily reflected the impact of expected favorable future equity market performance and higher expected rates of return on fixed income investments within contractholder accounts and on future expected claims relative to our assumptions. The net benefit also included a $46 million net benefit resulting from our annual review and update of assumptions and other refinements, driven by modifications to both our actuarial and economic assumptions. The net charge in the second quarter of 2014 primarily reflected the impact of lower expected rates of return on fixed income investments within contractholder accounts and on future expected claims relative to our assumptions, which more than offset favorable equity market performance.

For variable annuity and variable and universal life contracts, we generally amortize DAC and DSI over the expected lives of the contracts based on the level and timing of gross profits. 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 gross profits 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. For additional information regarding our best estimate of gross profits used to set amortization rates, see “Application of Critical Accounting Estimates”.

2015 to 2014 Six Months Comparison. Income from operations before income taxes decreased $312 million from income of $646 million in the first six months of 2014 to $334 million in the first six months of 2015. Excluding the impact on the amortization of DAC and DSI of the mark-to-market of the living benefit embedded derivative liability and related hedge positions and the impact of changes in the estimated profitability of the business, as discussed below, income from operations before income taxes decreased $211 million. The decrease was primarily driven by lower realized investment gains on the embedded derivatives related to the no-lapse guarantee reinsurance with UPARC and higher operating expenses, partially offset by higher net asset-based fee income, net of a related increase in asset-based commissions.

The DAC and DSI impact of the mark-to-market of the living benefit embedded derivative liability and related hedge positions reflected an unfavorable variance of $264 million, resulting from an amortization expense of $176 million in the first six months of 2015 compared to an amortization benefit of $88 million in the first six months of 2014. The unfavorable variance was primarily driven by higher mark-to-market gains period over period.

Adjustments to the reserves for the GMDB and GMIB features of our products and the amortization of DAC, DSI, and URR included the impact from changes in the profitability of the business. These adjustments resulted in a net benefit of $146 million and a net charge of $17 million in the first six months of 2015 and 2014, respectively. The net benefit in the first six months of 2015 primarily reflected the impact of expected favorable future equity market performance and the net benefit resulting from an annual review and update of assumptions and other refinements, as discussed above. The net charge in the first six months of 2014 primarily reflected the impact of lower expected rates of return on fixed income investments within contractholder accounts and future expected claims relative to our assumptions, which more than offset the impact of favorable equity market performance.

Revenues, Benefits and Expenses

2015 to 2014 Three Months Comparison

Revenues decreased $181 million, primarily driven by a $202 million decrease in realized investment gains, primarily reflecting an unfavorable variance in the mark-to-market of the no-lapse guarantee reinsured to UPARC in our life products. Partially offsetting this decrease was an increase of $9 million in asset administration fees, driven by higher average separate account asset balances on annuity products. Also contributing to the increase was an increase of $7 million in policy charges and fee income, consisting primarily of mortality and expense and other insurance charges, assessed on contractholders’ fund balances.

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Benefits and expenses decreased $118 million. This decrease was primarily driven by a favorable variance of $98 million in DAC amortization and a $36 million decrease in interest credited to policyholders’ account balances which includes DSI amortization. Lower DAC and DSI amortization is mainly related to the impact of the mark-to-market of the living benefit embedded derivative liability and related hedge positions and the impact of changes in the estimated profitability of the business, as discussed above. Partially offsetting these increases was a $31 million increase in general, administrative and other expenses, net of capitalization, driven by higher asset-based commissions in our annuity products due to account value growth, and higher operating expenses.

2015 to 2014 Six Months Comparison

Revenues decreased $162 million, primarily driven by a $229 million decrease in realized investment gains, primarily reflecting an unfavorable variance in the mark-to-market of the no-lapse guarantee reinsured to UPARC in our life products. Partially offsetting this decrease was an increase of $34 million in policy charges and fee income, consisting primarily of mortality and expense and other insurance charges, assessed on contractholders’ fund balances. Also contributing to the increase was an increase of $18 million in asset administration fees, driven by higher average separate account asset balances on annuity products.

Benefits and expenses increased $150 million. This increase was primarily driven by an unfavorable variance of $142 million in DAC amortization and $2 million increase in interest credited to policyholders’ account balances which includes DSI amortization. Higher DAC and DSI amortization is mainly related to the impact of the mark-to-market of the living benefit embedded derivative liability and related hedge positions and the impact of changes in the estimated profitability of the business, as discussed above. General, administrative and other expenses, net of capitalization, increased $47 million, driven by higher asset-based commissions in our annuity products due to account value growth, and higher operating expenses. Partially offsetting these increases was a $42 million decrease in policyholders’ benefits, including changes in reserves, mainly driven by adjustments to the GMDB and GMIB reserves related to the impact of changes in the estimated profitability of our business as discussed above.

Income Taxes

Income tax expense provision amounted to an expense of $35 million and $118 million for the six months ended June 30, 2015 and 2014, respectively. The decrease in income tax expense was primarily driven by the decrease in pre-tax income.

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

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

As of June 30, 2015, the Company remains subject to examination in the U.S. for tax years 2007 through 2014.

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 2014 and current year results, and was adjusted to take into account the current year’s equity market performance and expected business results. The actual current year DRD can vary from the estimate based on factors such as, but not limited to, changes in the amount of dividends received that are eligible for the DRD, changes in the amount of distributions received from mutual fund investments, changes in the account balances of variable life and annuity contracts, and the Company’s taxable income before the DRD.

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

For tax years 2007 through 2015, the Company is participating in the IRS’s Compliance Assurance Program (“CAP”). Under CAP, the IRS assigns an examination team to review completed transactions as they occur in order to reach agreement with the Company on how they should be reported in the relevant tax returns. If disagreements arise, accelerated resolutions programs are available to resolve the disagreements in a timely manner before the tax returns are filed.

Liquidity and Capital Resources

This section supplements and should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources” included in our Annual Report on Form 10-K for the year ended December 31, 2014.

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Overview

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

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

Prudential Financial is a “Designated Financial Company” under the Dodd-Frank Wall Street Reform and Consumer Protection Act ("Dodd-Frank"). As a Designated Financial Company, Prudential Financial is subject to supervision and examination by the Federal Reserve Bank of Boston and to prudential regulatory standards, which include or will include requirements and limitations (some of which are the subject of ongoing rule-making) relating to risk-based capital, leverage, liquidity, stress-testing, overall risk management, resolution plans, early remediation; and may also include additional standards regarding capital, public disclosure, short-term debt limits, and other related subjects. In addition, the FSB has identified Prudential Financial as a G-SII. For information on the potential impact of this regulation on us, see “Business-Regulation” and “Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, 2014.

Capital

Our capital management framework is primarily based on statutory risk based capital ("RBC") measures. The RBC ratio is a primary measure of the capital adequacy of the Company. RBC is calculated based on statutory financial statements and risk formulas consistent with the practices of the NAIC. RBC considers, among other things, risks related to the type and quality of the invested assets, insurance-related risks associated with an insurer’s products and liabilities, interest rate risks and general business risks. RBC ratio calculations are intended to assist insurance regulators in measuring an insurer’s solvency and ability to pay future claims. The reporting of RBC measures is not intended for the purpose of ranking any insurance company or for use in connection with any marketing, advertising or promotional activities, but is available to the public. The RBC ratio is an annual calculation; however, as of June 30, 2015 we estimate that the Company’s RBC ratio exceeds the minimum level required by applicable insurance regulations.

The regulatory capital level of the Company can be materially impacted by interest rate and equity market fluctuations, changes in the values of derivatives, the level of impairments recorded, credit quality migration of the investment portfolio, and business growth, among other items. In addition, the recapture of business subject to reinsurance arrangements due to defaults by, or credit quality migration affecting, the reinsurers or for other reasons could negatively impact regulatory capital levels. The Company’s regulatory capital level is also affected by statutory accounting rules, which are subject to change by each applicable insurance regulator. The Company evaluates its regulatory capital under reasonably foreseeable stress scenarios and believes we have adequate resources to maintain our capital levels comfortably above regulatory requirements under these scenarios.

Capital Protection Framework

Prudential Financial employs a “Capital Protection Framework” ("the Framework”) to ensure that sufficient capital resources are available to maintain adequate capitalization and competitive RBC ratios and solvency margins under various stress scenarios. The Framework incorporates the potential impacts from market related stresses, including equity markets, real estate, interest rates, and credit losses. The Framework addresses the potential capital consequences, under stress scenarios, of certain of these net risks and the strategies we use to mitigate them, including the following:


•	Equity market exposure affecting the statutory capital of the Company and Prudential Financial as a whole, which is managed through Prudential Financial's equity hedge program and on-balance sheet and contingent sources of capital; and


•	Activities of Prudential Financial's business segments, including those for which specific risk mitigation strategies have been implemented, such as the living benefits hedging program within Pruco Re that covers certain risks associated with our variable annuity products.

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

Affiliated Captive Reinsurance Companies

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources-Capital-Affiliated Captive Reinsurance Companies” included in our Annual Report on Form 10-K for the year ended December 31, 2014 for a discussion of our use of captive reinsurance companies.

Liquidity

The Company’s liquidity position has increased since December 31, 2014. We continue to believe that cash generated by ongoing operations and the liquidity profile of our assets provide sufficient liquidity under reasonably foreseeable stress scenarios for the Company.

The principal sources of the Company’s liquidity are premiums and certain annuity considerations, investment and fee income, investment maturities and sales as well as internal borrowings. The principal uses of that liquidity include benefits, claims, and payments to policyholders and contractholders in connection with surrenders, withdrawals and net policy loan activity. Other uses of liquidity include commissions, general and administrative expenses, purchases of investments, and payments in connection with financing activities. We use a projection process for cash flows from operations to ensure sufficient liquidity is available to meet projected cash outflows, including claims.

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 each of our product lines. This enhances the discipline applied in managing the liquidity, as well as the interest rate and credit risk profiles, of each portfolio in a manner consistent with the unique characteristics of the product liabilities. The impact of Prudential Funding, LLC’s financing capacity on liquidity (as described below) is considered in the internal liquidity measures of the Company.

Liquid assets include cash and cash equivalents, short-term investments and fixed maturities that are not designated as held-to-maturity and public equity securities. As of June 30, 2015 and December 31, 2014 the Company had liquid assets of $6,803 million and $6,610 million, respectively. The portion of liquid assets comprised of cash and cash equivalents and short-term investments was $250 million and $336 million as of June 30, 2015 and December 31, 2014, respectively. As of June 30, 2015, $6,031 million, or 93%, of the fixed maturity investments in Company general account portfolios were rated high or highest quality based on NAIC or equivalent rating. The remaining $425 million, or 7%, of these fixed maturity investments were rated other than high or highest quality.

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

Affiliated captive reinsurance companies are used to finance the portion of the statutory reserves required to be held under Regulation XXX and Guideline AXXX that is considered non-economic. The financing arrangements involve term and universal life business we reinsure to our affiliated captive reinsurers. The surplus notes issued by those captives are treated as capital for statutory purposes. As of June 30, 2015, our affiliated captive reinsurance companies have entered into agreements with external counterparties providing for the issuance of up to $8.25 billion of surplus notes in return for the receipt of credit-linked notes. Under the agreements, the captive receives in exchange for the surplus notes one or more credit-linked notes issued by a special-purpose affiliate with an aggregate principal amount equal to the surplus notes outstanding. The captive holds the credit-linked notes as assets supporting Regulation XXX or Guideline AXXX non-economic reserves, as applicable. As of June 30, 2015, an aggregate of $5.543 billion of surplus notes was outstanding under our Credit-Linked Note Structures, reflecting an increase of $570 million from December 31, 2014.

In addition, as of June 30, 2015, our affiliated captive reinsurance companies had outstanding an aggregate of $4.0 billion of debt issued for the purpose of financing Regulation XXX and Guideline AXXX non-economic reserves, of which approximately $2.4 billion relates to Regulation XXX reserves and approximately $1.6 billion relates to Guideline AXXX reserves, and all of which was issued directly by or guaranteed by Prudential Financial. Under certain of the financing arrangements pursuant to which this debt was issued, Prudential Financial has agreed to make capital contributions to the applicable captive reinsurance company to reimburse it for investment losses or to maintain its capital above prescribed minimum levels. In addition, as of June 30, 2015,

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for purposes of financing Guideline AXXX reserves, our affiliated captives had outstanding approximately $4.0 billion of surplus notes that were issued to Prudential Financial in exchange for promissory notes of affiliates guaranteed by Prudential Financial.

In December 2014, the NAIC adopted a new actuarial guideline, known as “AG 48”, that governs the reinsurance of term and universal life insurance business to captives by prescribing requirements for the types of assets that may be held by captives to support the reserves. The requirements in AG 48 became effective on January 1, 2015, and apply in respect of term and universal life insurance policies written from and after January 1, 2015, or written prior to January 1, 2015, but not included in a captive reserve financing arrangement as of December 31, 2014. AG 48 will, for a period of time, require our affiliated captives to hold cash or rated securities in greater amounts than they currently hold to support economic reserves for certain of their term and universal life policies that they reinsure. Our affiliated captives may seek to finance all or a portion of this requirement, but they have not yet finalized their funding plans.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market risk is the risk of fluctuations in the value of financial instruments as a result of absolute or relative changes in interest rates, foreign currency exchange rates, equity prices or commodity prices. To varying degrees, our products and services, and the investment activities supporting them, generate exposure to market risk. The market risk incurred, and our strategies for managing this risk, vary by product. There have been no material changes in our market risk exposures from December 31, 2014, a description of which may be found in our Annual Report on Form 10-K, for the year ended December 31, 2014, Item 7A, “Quantitative and Qualitative Disclosures about Market Risk”, filed with the SEC. See Item 1A, “Risk Factors” included in the Annual Report on Form 10-K for the year ended December 31, 2014, for a discussion of how difficult conditions in the financial markets and the economy generally may materially adversely affect our business and results of our operations.

Item 4. Controls and Procedures

In order to ensure that the information we must disclose in our filings with the SEC is recorded, processed, summarized, and reported on a timely basis, the Company’s management, including our Chief Executive Officer and Chief Financial Officer, have reviewed and evaluated the effectiveness of our disclosure controls and procedures, as defined in Securities Exchange Act of 1934, as amended (“Exchange Act”) Rule 13a-15(e), as of June 30, 2015. Based on such evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of June 30, 2015, our disclosure controls and procedures were effective. No change in our internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f), occurred during the quarter ended June 30, 2015, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II—OTHER INFORMATION

Item 1. Legal Proceedings

See Note 6 to the Unaudited Interim Consolidated Financial Statements under “—Litigation and Regulatory Matters” for a description of material pending litigation and regulatory matters affecting us, and certain risks to our businesses presented by such matters, which is incorporated herein by reference.

Item 1A. Risk Factors

You should carefully consider the risks described under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2014. These risks could materially affect our business, results of operations or financial condition or cause our actual results to differ materially from those expected or those expressed in any forward looking statements made by or on behalf of the Company. These risks are not exclusive, and additional risks to which we are subject include, but are not limited to, the factors mentioned under “Forward-Looking Statements” above and the risks of our businesses described elsewhere in this Quarterly Report on Form 10-Q.

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Item 6. Exhibits



31.1	Section 302 Certification of the Chief Executive Officer.

31.2	Section 302 Certification of the Chief Financial Officer.

32.1	Section 906 Certification of the Chief Executive Officer.

32.2	Section 906 Certification of the Chief Financial Officer.

101.INS	-XBRL Instance Document.

101.SCH	-XBRL Taxonomy Extension Schema Document.

101.CAL	-XBRL Taxonomy Extension Calculation Linkbase Document.

101.LAB	-XBRL Taxonomy Extension Label Linkbase Document.

101.PRE	-XBRL Taxonomy Extension Presentation Linkbase Document.

101.DEF	-XBRL Taxonomy Extension Definition Linkbase Document.

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SIGNATURES

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



Pruco Life Insurance Company

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

Date: August 13, 2015

PRUCO LIFE INSURANCE CO - FORM 10-Q - August 13, 2015

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PRUCO LIFE INSURANCE CO Reports