TABLE OF CONTENTS

                                                                                                Page
  Overview                                                                                           80
  COVID-19                                                                                           80
  Impact of a Low Interest Rate Environment                                                          82
  Results of Operations                                                                              85
  Consolidated Results of Operations                                                                 85
  Segment Results of Operations                                                                      86
  Segment Measures                                                                                   88
  Impact of Foreign Currency Exchange Rates                                                          89
  Accounting Policies & Pronouncements                                                               92
  Results of Operations by Segment                                                                   93
  PGIM                                                                                               93
  U.S. Businesses                                                                                    98
  Retirement                                                                                         99
  Group Insurance                                                                                   100
  Individual Annuities                                                                              102
  Individual Life                                                                                   108
  Assurance IQ                                                                                      110
  International Businesses                                                                          110
  Corporate and Other                                                                               116
  Divested and Run-off Businesses                                                                   116
  Closed Block Division                                                                             117
  Income Taxes                                                                                      119

Experience-rated policyholder liabilities, experience-rated support assets
Liabilities of policyholders and other related investments

                        119
  Valuation of Assets and Liabilities                                                               121
  General Account Investments                                                                       123
  Liquidity and Capital Resources                                                                   143
  Ratings                                                                                           154
  Off-Balance Sheet Arrangements                                                                    155



Management's Discussion and Analysis of Financial Condition and Results of
Operations ("MD&A") addresses the consolidated financial condition of Prudential
Financial, Inc. ("Prudential," "Prudential Financial," "PFI," or "the Company")
as of September 30, 2021, compared with December 31, 2020, and its consolidated
results of operations for the three and nine months ended September 30, 2021 and
2020. 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, 2020,
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.
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Contents

                                    Overview

Prudential Financial, a financial services leader with approximately $1.727
trillion of assets under management as of September 30, 2021, has operations
primarily in the United States of America ("U.S."), Asia, Europe and Latin
America. Through our subsidiaries and affiliates, we offer a wide array of
financial products and services, including life insurance, annuities,
retirement-related services, mutual funds and investment management. We offer
these products and services to individual and institutional customers through
one of the largest distribution networks in the financial services industry.

Our principal operations consist of PGIM (our global investment management
business), our U.S. Businesses (consisting of our Retirement, Group Insurance,
Individual Annuities, Individual Life and Assurance IQ businesses), our
International Businesses, the Closed Block division, and our Corporate and Other
operations. The Closed Block division is accounted for as a divested business
that is reported separately from the Divested and Run-off Businesses that are
included in Corporate and Other. Divested and Run-off Businesses consist of
businesses that have been, or will be, sold or exited, including businesses that
have been placed in wind-down status that do not qualify for "discontinued
operations" accounting treatment under generally accepted accounting principles
in the United States of America ("U.S. GAAP"). Our Corporate and Other
operations include corporate items and initiatives that are not allocated to
business segments as well as the Divested and Run-off Businesses described
above.

We attribute financing costs to each segment based on the amount of financing
used by each segment, excluding financing costs associated with corporate debt,
which are reflected in our Corporate and Other operations. The net investment
income of each segment includes earnings on the amount of capital that
management believes is necessary to support the risks of that segment.

In October 2021, we announced the creation of Retirement Strategies, a new U.S.
business that will serve the retirement needs of both individual and
institutional customers. This business will bring the financial solutions and
capabilities of our Individual Annuities business together with the
institutional investment and pension solutions offered through our Retirement
business. During the fourth quarter of 2021, the new leadership team is being
assembled and will be making decisions around the business's operating
structure. When this new structure is finalized and operational, the
presentation of our segment results may be modified to conform to this new
structure.

Management expects that results will continue to benefit from our differentiated
mix of market-leading businesses that complement each other to provide
competitive advantages, earnings diversification and capital benefits from a
balanced risk profile. While challenges exist in the form of a low interest rate
environment (see "Impact of a Low Interest Rate Environment" below), fee
compression in certain of our businesses and other market factors, we expect
that our businesses will produce appropriate returns for the current market
environment. We believe we are well-positioned to tap into market opportunities
to meet the evolving needs of individual customers, workplace clients, and
society at large. Our mix of high-quality protection, retirement and investment
management businesses enables us to offer solutions that cover a broad range of
financial needs and to engage with our clients through multiple channels,
including the ability to sell solutions across a broad socio-economic spectrum
through Assurance IQ's digital platform. We aim to expand our addressable
market, build deeper and longer-lasting relationships with customers and
clients, and meaningfully improve their financial wellness.

In order to further increase our competitive advantage, we are working to
enhance the experience of our customers and the capabilities of our businesses,
which we expect will also help us realize improved margins. In 2019, we launched
programs in pursuit of these objectives that will result in multi-year
investments in technology, systems and employee reskilling, as well as severance
and related charges, which we expect will result in significant expense
efficiencies over the next several years. For the three and nine months ended
September 30, 2021, the Company estimates that the impact to results from these
programs was a benefit of $146 million and $388 million, respectively, and, as
of September 30, 2021, we continue to remain on track to accumulate
approximately $750 million of annual run-rate cost savings by the end of 2023.

COVID-19[female[feminine

Since the first quarter of 2020, the novel coronavirus ("COVID-19") has created
extreme stress and disruption in the global economy and financial markets and
has elevated mortality and morbidity experience for the global population. The
COVID-19 pandemic continues to impact our results of operations in the current
period and is expected to continue to impact our results of operations in future
periods. The COVID-19 pandemic has moved in localized waves, with its impact
worsening and then improving in different locations at different times in a
repetitive but unpredictable pattern. During the third quarter of 2021, the
mortality impacts to our businesses from COVID-19 increased compared to the
second quarter.

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The Company has taken several measures to manage the impacts of this crisis. The
actual and expected impacts of these events and other items are included in the
following update:

•Outlook.

U.S. Businesses:
The risk of hospitalization and death from COVID-19 and its variants to date has
been greatly reduced as several vaccines are now widely available in the U.S.
The vaccine rollout continues (with approximately 80% of the U.S. adult
population receiving at least one dose) and other therapeutics are available
now, or soon will be. Nevertheless, transmission of the virus persists and in
certain geographies remains high. Although the pandemic worsened in the U.S.
during the third quarter of 2021, with deaths peaking in mid-September, the
Company has seen impacts begin to moderate and the trend of the pandemic's
impacts on our U.S. Businesses may continue to improve as population immunity
from vaccination or prior infection increases and treatment options for COVID-19
patients expand.

Specific considerations on the outlook for some of our we companies understand the
Following:

Retirement. Given that many of the products in our institutional investment
products business assume longevity risk, elevated levels of mortality resulting
from COVID-19 may continue to contribute to a higher level of underwriting
gains; however, high vaccination rates among pensioners in both the U.S. and the
U.K. suggest that mortality rates will continue to normalize toward pre-pandemic
mortality levels. The pandemic may also impact sales volumes.

Group Insurance. We expect COVID-19 to continue to contribute to elevated levels
of mortality resulting in increased life insurance claims in the near-term. In
addition, we expect elevated unemployment to drive increased disability claims
in this business. The pandemic may also impact sales volumes and the utilization
of workplace benefits.

Individual Life. We expect COVID-19 to continue to contribute to elevated levels
of mortality, resulting in increased life insurance claims in the near-term. The
pandemic may also impact sales volumes.

International companies:

Through the first nine months of 2021, we continued to see an elevated level of
claims due to COVID-19, with the most material impacts in Brazil and Japan;
however, expenses to support our captive agents have decreased significantly
compared to 2020. Japan declared a series of COVID-19 driven states of emergency
in 2021 across various prefectures, but lifted these restrictions in September.
We continue to see signs of improvement based on the global increase in
vaccination rates and decreased levels of mortality in all key markets; however,
as the global pandemic continues to evolve, any further implementation or
tightening of COVID-19 restrictions is possible and, depending on the specific
circumstances and geographies impacted, could adversely impact our sales
prospects for a period of time. We believe our needs-based selling and death
protection focus are even more valuable to consumers based on the global
experience of COVID-19 and will help support the continued long-term growth of
our businesses.

•Results of Operations. See "-Results of Operations" and "-Results of Operations
by Segment" for a discussion of results for the third quarter and the first nine
months of 2021.
•Investment Portfolio. While the economy continues to re-open and recover from
the impacts of COVID-19, there could still be periods of volatility. The market
expectations for credit migration and related losses continue to decrease. The
sectors most impacted by the pandemic, including energy, consumer cyclical and
retail related investments, have started to recover but may lag the general
economic improvement. In certain instances, the Company may agree to modify an
investment to provide forbearance, which grants borrowers additional time to
make payments. As of September 30, 2021, approximately 1.6% of total invested
assets, including those held for sale, were modified to allow for limited
forbearance. Under the terms of forbearance, the borrower is allowed to defer a
portion of current year principal and/or interest payments for a short period
(e.g., 6 months). These deferrals accrue additional interest and do not have a
material impact on our investment value.

• Sales and Flows. See “- Segment Operating Results” for a discussion of sales.
and flows in each of our segments.

•Underwriting Results. Through the first nine months of 2021, we estimate that
COVID-19 had a net negative impact on our underwriting results reflecting
unfavorable mortality impacts in our Group Insurance, Individual Life and
International businesses, partially offset by favorable mortality impacts in our
Retirement business. For the fourth
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quarter of 2021, the Company expects underwriting results to be adversely
impacted by approximately $185 million in our U.S. Businesses, predominantly in
our Group Insurance business, and approximately $20 million in our International
Businesses; however, the ultimate impact on our underwriting results will depend
on factors such as: an insured's age; geographic concentration; insured versus
uninsured populations among the fatalities; the transmissibility and virulence
of the virus, including the potential for further mutation; and the ongoing
acceptance and efficacy of the vaccines and other therapeutics.

•Risk Management. Prudential has a robust risk management framework that seeks
to ensure we can fulfill our customer, regulatory, and other stakeholder
obligations under a range of stress scenarios by maintaining the appropriate
balance between the Company's resources and risks. We evaluate the Company's
exposure to stress under four lenses (economic, STAT, GAAP, and liquidity).

Our risk management framework incorporates severe to very severe stresses across
equities, interest rates, credit migration and defaults, currencies and
pandemics. This framework includes a specific "pandemic and sell-off" scenario
with a mortality calamity (1.5 extra insured deaths per 1,000 lives in the first
year) based on a modern-day interpretation of the 1918 Spanish Flu experience
that is aligned with most regulatory frameworks. The stress scenario assumes an
even distribution of increased mortality across the population, which is more
adversely impactful to our business than our current understanding of COVID-19
mortality. As the COVID-19 pandemic continues to unfold, we continue to update
our analysis and take management actions in response to this specific event.

As of September 30, 2021, the COVID-19 pandemic has not reached the most severe
levels of financial impacts included in the Company's stress testing. In
addition, the net impact of COVID-19 has been moderated by the balance between
our mortality exposure (such as in our Individual Life and Group Insurance
businesses) and our offsetting longevity exposure (such as in our Retirement
business).

•Risk Factors. The COVID-19 pandemic has adversely impacted our results of
operations, financial position, investment portfolio, new business opportunities
and operations, and these impacts are expected to continue. For additional
information on the risks to our business posed by the COVID-19 pandemic, see
"Risk Factors" included in the Company's Annual Report on Form 10-K for the year
ended December 31, 2020.

•Business Continuity. Throughout the COVID-19 pandemic, we have been executing
our business continuity protocols to ensure our employees are safe and able to
serve our customers. This included effectively transitioning the vast majority
of our employees to remote work arrangements.

We believe all of our businesses can sustain remote work and social distancing
for an indefinite period while ensuring that critical business operations are
sustained. In addition, we are managing COVID-19 related impacts on third-party
provided services, and do not anticipate significant interruption in critical
operations.

Impact of a low interest rate environment

As a global financial services company, market interest rates are a key driver
of our results of operations and financial condition. Changes in interest rates
can affect our results of operations and/or our financial condition in several
ways, including favorable or adverse impacts to:
•investment-related activity, including: investment income returns, net interest
margins, net investment spread results, new money rates, mortgage loan
prepayments and bond redemptions;
•hedging costs and other risk mitigation activities;
•insurance reserve levels, market experience true-ups and amortization of both
deferred policy acquisition costs ("DAC") and value of business acquired
("VOBA");
•customer account values, including their impact on fee income;
•fair value of, and possible impairments on, intangible assets such as goodwill;
•product offerings, design features, crediting rates and sales mix; and
•policyholder behavior, including surrender or withdrawal activity.

For more information on interest rate risks, see “Risk factors-Market risk”
included in our annual report on Form 10-K for the year ended December 31, 2020.

See below for discussions related to the current interest rate environments in
our two largest markets, the U.S. and Japan; the composition of our insurance
liabilities and policyholder account balances; and the hypothetical impacts to
our investment related results if these interest rate environments are
sustained.
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Contents

we Operations outside the Closed Blocks Division

Interest rates in the U.S. have experienced a sustained period of historically
low levels with certain benchmarks reaching significant lows. While market
conditions and events make uncertain the timing, amount and impact of any
monetary policy decisions by the Federal Reserve, changes in interest rates may
impact our reinvestment yields, primarily for our investments in fixed maturity
securities and commercial mortgage loans. As interest rates decline, our
reinvestment yield may be below our overall portfolio yield, resulting in an
unfavorable impact to earnings. Conversely, as interest rates rise, our
reinvestment yield may exceed the overall portfolio yield resulting in a
favorable impact to earnings.

For the general account supporting our U.S. Businesses and our Corporate and
Other operations, we estimate annual principal payments and prepayments that we
would be required to reinvest to be approximately 7.0% of the fixed maturity
security and commercial mortgage loan portfolios through 2022. The portion of
the general account attributable to these operations has approximately $240
billion of such assets (based on net carrying value and including assets
classified as "held-for-sale") as of September 30, 2021. The average portfolio
yield for fixed maturity securities and commercial mortgage loans is
approximately 3.8% as of September 30, 2021.

Included in the $240 billion of fixed maturity securities and commercial
mortgage loans are approximately $177 billion that are subject to call or
redemption features at the issuer's option and have a weighted average interest
rate of approximately 4%. Of this $177 billion, approximately 51% contain
provisions for prepayment premiums. If we reinvest scheduled payments or
prepayments (not subject to a prepayment fee) at rates below the current
portfolio yield, including in some cases at rates below those guaranteed under
our insurance contracts, future operating results will be impacted to the extent
we do not, or are unable to, reduce crediting rates on in-force blocks of
business, or effectively utilize other asset/liability management strategies
described below, in order to maintain current net interest margins.

The following table sets forth the insurance liabilities and policyholder
account balances of our U.S. operations excluding the Closed Block Division, by
type, for the date indicated:
                                                                                       As of
                                                                                 September 30, 2021
                                                                                   (in billions)
Long-duration insurance products with fixed and guaranteed terms               $               153

Adjustable credit rate contracts subject to guaranteed minimums

                     61
Participating contracts where investment income risk ultimately accrues to
contractholders                                                                                 14
Total                                                                          $               228



The $153 billion above relates to long-duration products such as group
annuities, structured settlements and other insurance products that have fixed
and guaranteed terms, for which underlying assets may have to be reinvested at
interest rates that are lower than portfolio rates. We seek to mitigate the
impact of a prolonged low interest rate environment on these contracts through
asset/liability management, as discussed further below.

The $61 billion above relates to contracts with crediting rates that may be
adjusted over the life of the contract, subject to guaranteed minimums. Although
we may have the ability to lower crediting rates for those contracts above
guaranteed minimums, our willingness to do so may be limited by competitive
pressures. The following table sets forth the related account values by range of
guaranteed minimum crediting rates and the related range of the difference, in
basis points ("bps"), between rates being credited to contractholders as of
September 30, 2021, and the respective guaranteed minimums.

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Contents

                                                Account Values with 

Adjustable credit rates subject to guaranteed minimums:

                                                                                                                 Greater than
                                                          1-49               50-99             100-150               150
                                      At                bps above          bps above          bps above           bps above
                                  guaranteed           guaranteed          guaranteed         guaranteed          guaranteed
                                   minimum               minimum            minimum            minimum             minimum              Total
                                                                                ($ in billions)
Range of Guaranteed Minimum
Crediting Rates:
Less than 1.00%                $        1.1           $      1.1          $     0.1          $     0.0          $      0.0           $    2.3
1.00% - 1.99%                           5.6                 12.1                1.9                1.7                 1.4               22.7
2.00% - 2.99%                           1.3                  1.1                0.5                2.4                 1.6                6.9
3.00% - 4.00%                          26.0                  2.1                0.2                0.3                 0.0               28.6
Greater than 4.00%                      0.9                  0.0                0.0                0.0                 0.0                0.9
Total(1)                       $       34.9           $     16.4          $     2.7          $     4.4          $      3.0           $   61.4
Percentage of total                      57   %               27  %               4  %               7  %                5   %            100  %


 __________

(1) Includes approx. $ 0.5 billion linked to contracts that impose a market
value adjustment if the amount invested is not held to maturity.

The remaining $14 billion of insurance liabilities and policyholder account
balances in these operations relates to participating contracts for which the
investment income risk is expected to ultimately accrue to contractholders. The
crediting rates for these contracts are periodically adjusted based on the
return earned on the related assets.

Assuming a hypothetical scenario where the average 10-year U.S. Treasury rate is
1.50% (which is reasonably consistent with recent rates) for the period from
October 1, 2021 through September 30, 2022 (and credit spreads remain unchanged
from average levels experienced during the third quarter 2021), we estimate that
the unfavorable impact to net investment income of reinvesting activities,
including scheduled maturities and estimated prepayments of fixed maturities and
commercial mortgage and other loans (excluding assets supporting participating
contracts), would be between $50 million and $80 million for the period from
October 1, 2021 through September 30, 2022.

In order to mitigate the unfavorable impact that a low interest rate environment
has on our net interest margins, we employ a proactive asset/liability
management program, which includes strategic asset allocation and hedging
strategies within a disciplined risk management framework. These strategies seek
to match the characteristics of our products, and to closely approximate the
interest rate sensitivity of the assets with the estimated interest rate
sensitivity of the product liabilities. Our asset/liability management program
also helps manage duration gaps, currency and other risks between assets and
liabilities through the use of derivatives. We adjust this dynamic process as
products change, as customer behavior changes and as changes in the market
environment occur. As a result, our asset/liability management process has
permitted us to manage the interest rate risk associated with our products
through several market cycles. Our interest rate exposure is also mitigated by
our business mix, which includes lines of business for which fee-based and
insurance underwriting earnings play a more prominent role in product
profitability. We also regularly examine our product offerings and their
profitability. As a result, we may reprice certain products and discontinue
sales of other products that do not meet our profit expectations.

Closed Block Division
Substantially all of the $58 billion of general account assets in the Closed
Block division support obligations and liabilities relating to the Closed Block
policies only. See Note 7 to the Unaudited Interim Consolidated Financial
Statements for additional information on the Closed Block.

International insurance operations

While our international insurance operations have experienced a low interest
rate environment for many years, the current reinvestment yields for certain
blocks of business in our international insurance operations are generally lower
than the current portfolio yield supporting these blocks of business. In recent
years, the Bank of Japan's monetary policy has resulted in even lower and, at
times, negative yields for certain tenors of government bonds. Our international
insurance operations employ a proactive asset/liability management program in
order to mitigate, to the extent possible, the unfavorable impact that the
current interest rate environment has on our net interest margins. In
conjunction with this program, we have not purchased negative yielding assets to
support the portfolio and we continue to purchase long-term bonds with tenors of
30 years or greater. Additionally, our diverse product portfolio in terms of
currency mix and premium payment structure allows us to further mitigate the
negative impact from this low interest rate environment. We also regularly
examine our product offerings and their profitability. As a result, we may
reprice certain products, adjust commissions for certain products and
discontinue sales of
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other products that do not meet our profit expectations. The impact of these
actions and the introduction of certain new products has resulted in an increase
in sales of U.S. dollar-denominated products relative to products denominated in
other currencies. For additional information on sales within our international
insurance operations, see "-International Businesses-Sales Results," below.

The following table sets forth the insurance liabilities and policyholder
account balances of our Japanese operations, by type, for the date indicated:
                                                                                       As of
                                                                                 September 30, 2021
                                                                                   (in billions)
Insurance products with fixed and guaranteed terms                             $               140

Contracts with market value adjustment if the amount invested is not held
maturity

                                                                                        25

Adjustable credit rate contracts subject to guaranteed minimums

                    11
Total                                                                          $               176



The $140 billion is primarily comprised of long-duration insurance products that
have fixed and guaranteed terms- for which underlying assets may have to be
reinvested at interest rates that are lower than current portfolio yields. The
remaining insurance liabilities and policyholder account balances include $25
billion related to contracts that impose a market value adjustment if the
invested amount is not held to maturity and $11 billion related to contracts
with crediting rates that may be adjusted over the life of the contract, subject
to guaranteed minimums. Most of the current crediting rates on these contracts,
however, are at or near contractual minimums. Although we have the ability in
some cases to lower crediting rates for those contracts that are above
guaranteed minimum crediting rates, the majority of this business has interest
crediting rates that are determined by formula.

Assuming a hypothetical scenario where the average 30-year Japanese Government
Bond yield is 0.65% and the 10-year U.S. Treasury rate is 1.50% (which is
reasonably consistent with recent rates) for the period from October 1, 2021
through September 30, 2022 (and credit spreads remain unchanged from average
levels experienced during the third quarter 2021), we estimate that the
unfavorable impact to net investment income of reinvesting activities, including
scheduled maturities and estimated prepayments of fixed maturities and
commercial mortgage and other loans (excluding assets supporting participating
contracts), would be between $20 million and $40 million for the period from
October 1, 2021 through September 30, 2022.