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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
 FORM 10-Q
 
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended September 30, 2017

OR
¨
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 001-16707 
 
Prudential Financial, Inc.
(Exact Name of Registrant as Specified in its Charter) 
New Jersey
22-3703799
(State or Other Jurisdiction of
Incorporation or Organization)
(I.R.S. Employer
Identification Number)
751 Broad Street
Newark, New Jersey 07102
(973) 802-6000
(Address and Telephone Number of Registrant’s Principal Executive Offices)
 
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, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer
x
 
Accelerated filer
¨
 
Non-accelerated filer
¨
(Do not check if a smaller reporting company)
 
 
 
 
 
Smaller reporting company
¨
 
 
 
 
Emerging growth company
¨
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ¨

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 October 31, 2017, 424 million shares of the registrant’s Common Stock (par value $0.01) were outstanding.


Table of Contents

TABLE OF CONTENTS
 
 
 
Page
PART I FINANCIAL INFORMATION
 
Item 1.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Item 2.
Item 3.
Item 4.
 
Item 1.
Item 1A.
Item 2.
Item 6.



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 Prudential Financial, Inc. and its subsidiaries. There can be no assurance that future developments affecting Prudential Financial, Inc. 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, value of business acquired or goodwill; (9) changes in assumptions for our pension and other post-retirement benefit plans; (10) changes in our financial strength or credit ratings; (11) statutory reserve requirements associated with term and universal life insurance policies under Regulation XXX, Guideline AXXX and principles-based reserving requirements; (12) investment losses, defaults and counterparty non-performance; (13) competition in our product lines and for personnel; (14) difficulties in marketing and distributing products through current or future distribution channels; (15) changes in tax law; (16) economic, political, currency and other risks relating to our international operations; (17) fluctuations in foreign currency exchange rates and foreign securities markets; (18) regulatory or legislative changes, including the Dodd-Frank Wall Street Reform and Consumer Protection Act and the U.S. Department of Labor’s fiduciary rules; (19) inability to protect our intellectual property rights or claims of infringement of the intellectual property rights of others; (20) adverse determinations in litigation or regulatory matters, and our exposure to contingent liabilities, including related to the remediation of certain securities lending activities administered by the Company; (21) 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; (22) ineffectiveness of risk management policies and procedures in identifying, monitoring and managing risks; (23) possible difficulties in executing, integrating and realizing projected results of acquisitions, divestitures and restructurings; (24) interruption in telecommunication, information technology or other operational systems or failure to maintain the security, confidentiality or privacy of sensitive data on such systems; (25) changes in accounting principles, practices or policies; and (26) Prudential Financial, Inc.’s primary reliance, as a holding company, on dividends or distributions from its subsidiaries to meet debt payment obligations and the ability of the subsidiaries to pay such dividends or distributions in light of our ratings objectives and/or applicable regulatory restrictions. Prudential Financial, Inc. does not intend, and is under no obligation, to update any particular forward-looking statement included in this document. See “Risk Factors” included in the Annual Report on Form 10-K for the year ended December 31, 2016 for discussion of certain risks relating to our businesses and investment in our securities.



i

Table of Contents

PART I - FINANCIAL INFORMATION

ITEM 1. Financial Statements
PRUDENTIAL FINANCIAL, INC.
Unaudited Interim Consolidated Statements of Financial Position
September 30, 2017 and December 31, 2016 (in millions, except share amounts)
 
 
September 30,
2017
 
December 31,
2016
ASSETS
 
 
 
 
Fixed maturities, available-for-sale, at fair value (amortized cost: 2017-$307,527; 2016-$292,581)(1)
 
$
340,100

 
$
321,419

Fixed maturities, held-to-maturity, at amortized cost (fair value: 2017-$2,475; 2016-$2,524)(1)
 
2,084

 
2,144

Trading account assets supporting insurance liabilities, at fair value(1)
 
22,126

 
21,840

Other trading account assets, at fair value(1)
 
6,210

 
5,764

Equity securities, available-for-sale, at fair value (cost: 2017-$7,145; 2016-$7,149)
 
9,739

 
9,748

Commercial mortgage and other loans (includes $340 and $519 measured at fair value under the fair value option at September 30, 2017 and December 31, 2016, respectively)(1)
 
55,373

 
52,779

Policy loans
 
11,765

 
11,755

Other long-term investments (includes $1,886 and $1,556 measured at fair value under the fair value option at September 30, 2017 and December 31, 2016, respectively)(1)
 
11,986

 
11,283

Short-term investments
 
5,508

 
7,508

Total investments
 
464,891

 
444,240

Cash and cash equivalents(1)
 
14,541

 
14,127

Accrued investment income(1)
 
3,278

 
3,204

Deferred policy acquisition costs
 
18,724

 
17,661

Value of business acquired
 
1,817

 
2,314

Other assets(1)
 
16,770

 
14,780

Separate account assets
 
301,110

 
287,636

TOTAL ASSETS
 
$
821,131

 
$
783,962

LIABILITIES AND EQUITY
 
 
 
 
LIABILITIES
 
 
 
 
Future policy benefits
 
$
252,339

 
$
240,908

Policyholders’ account balances
 
148,342

 
145,205

Policyholders’ dividends
 
6,327

 
5,711

Securities sold under agreements to repurchase
 
8,145

 
7,606

Cash collateral for loaned securities
 
4,697

 
4,333

Income taxes
 
12,509

 
10,412

Short-term debt
 
2,358

 
1,133

Long-term debt
 
17,153

 
18,041

Other liabilities(1)
 
16,069

 
14,739

Notes issued by consolidated variable interest entities (includes $1,194 and $1,839 measured at fair value under the fair value option at September 30, 2017 and December 31, 2016, respectively)(1)
 
1,517

 
2,150

Separate account liabilities
 
301,110

 
287,636

Total liabilities
 
770,566

 
737,874

COMMITMENTS AND CONTINGENT LIABILITIES (See Note 15)
 

 

EQUITY
 
 
 
 
Preferred Stock ($.01 par value; 10,000,000 shares authorized; none issued)
 
0

 
0

Common Stock ($.01 par value; 1,500,000,000 shares authorized; 660,111,339 shares issued at both September 30, 2017 and December 31, 2016)
 
6

 
6

Additional paid-in capital
 
24,721

 
24,606

Common Stock held in treasury, at cost (235,378,104 and 230,537,166 shares at September 30, 2017 and December 31, 2016, respectively)
 
(16,012
)
 
(15,316
)
Accumulated other comprehensive income (loss)
 
16,598

 
14,621

Retained earnings
 
25,060

 
21,946

Total Prudential Financial, Inc. equity
 
50,373

 
45,863

Noncontrolling interests
 
192

 
225

Total equity
 
50,565

 
46,088

TOTAL LIABILITIES AND EQUITY
 
$
821,131

 
$
783,962

__________
(1)
See Note 5 for details of balances associated with variable interest entities.
See Notes to Unaudited Interim Consolidated Financial Statements

1

Table of Contents

PRUDENTIAL FINANCIAL, INC.
Unaudited Interim Consolidated Statements of Operations
Three and Nine Months Ended September 30, 2017 and 2016 (in millions, except per share amounts)
 
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2017
 
2016
 
2017
 
2016
REVENUES
 
 
 
 
 
 
 
Premiums
$
7,795

 
$
9,635

 
$
22,602

 
$
22,867

Policy charges and fee income
1,502

 
1,540

 
3,760

 
4,415

Net investment income
4,076

 
4,073

 
12,226

 
11,532

Asset management and service fees
1,005

 
955

 
2,929

 
2,780

Other income (loss)
327

 
(55
)
 
964

 
8

Realized investment gains (losses), net:
 
 
 
 
 
 
 
Other-than-temporary impairments on fixed maturity securities
(22
)
 
(29
)
 
(132
)
 
(204
)
Other-than-temporary impairments on fixed maturity securities transferred to Other comprehensive income
0

 
0

 
10

 
38

Other realized investment gains (losses), net
1,630

 
842

 
1,065

 
4,293

Total realized investment gains (losses), net
1,608

 
813

 
943

 
4,127

Total revenues
16,313

 
16,961

 
43,424

 
45,729

BENEFITS AND EXPENSES
 
 
 
 
 
 
 
Policyholders’ benefits
8,193

 
10,155

 
23,546

 
25,175

Interest credited to policyholders’ account balances
1,035

 
824

 
2,922

 
3,168

Dividends to policyholders
500

 
569

 
1,606

 
1,433

Amortization of deferred policy acquisition costs
643

 
115

 
1,166

 
1,744

General and administrative expenses
2,921

 
2,983

 
8,813

 
8,821

Total benefits and expenses
13,292

 
14,646

 
38,053

 
40,341

INCOME (LOSS) BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF OPERATING JOINT VENTURES
3,021

 
2,315

 
5,371

 
5,388

Total income tax expense (benefit)
800

 
501

 
1,320

 
1,300

INCOME (LOSS) BEFORE EQUITY IN EARNINGS OF OPERATING JOINT VENTURES
2,221

 
1,814

 
4,051

 
4,088

Equity in earnings of operating joint ventures, net of taxes
20

 
18

 
58

 
38

NET INCOME (LOSS)
2,241

 
1,832

 
4,109

 
4,126

Less: Income (loss) attributable to noncontrolling interests
3

 
5

 
11

 
42

NET INCOME (LOSS) ATTRIBUTABLE TO PRUDENTIAL FINANCIAL, INC.
$
2,238

 
$
1,827

 
$
4,098

 
$
4,084

EARNINGS PER SHARE
 
 
 
 
 
 
 
Basic earnings per share-Common Stock:
 
 
 
 
 
 
 
Net income (loss) attributable to Prudential Financial, Inc.
$
5.19

 
$
4.14

 
$
9.46

 
$
9.16

Diluted earnings per share-Common Stock:
 
 
 
 
 
 
 
Net income (loss) attributable to Prudential Financial, Inc.
$
5.09

 
$
4.07

 
$
9.29

 
$
9.02

Dividends declared per share of Common Stock
$
0.75

 
$
0.70

 
$
2.25

 
$
2.10






See Notes to Unaudited Interim Consolidated Financial Statements

2

Table of Contents

PRUDENTIAL FINANCIAL, INC.
Unaudited Interim Consolidated Statements of Comprehensive Income
Three and Nine Months Ended September 30, 2017 and 2016 (in millions)
 
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2017
 
2016
 
2017
 
2016
NET INCOME (LOSS)
$
2,241

 
$
1,832

 
$
4,109

 
$
4,126

Other comprehensive income (loss), before tax:
 
 
 
 
 
 
 
Foreign currency translation adjustments for the period
122

 
697

 
719

 
1,980

Net unrealized investment gains (losses)
153

 
(678
)
 
1,835

 
16,642

Defined benefit pension and postretirement unrecognized periodic benefit (cost)
62

 
44

 
161

 
117

Total
337

 
63

 
2,715

 
18,739

Less: Income tax expense (benefit) related to other comprehensive income (loss)
101

 
(240
)
 
757

 
6,051

Other comprehensive income (loss), net of taxes
236

 
303

 
1,958

 
12,688

Comprehensive income (loss)
2,477

 
2,135

 
6,067

 
16,814

Less: Comprehensive income (loss) attributable to noncontrolling interests
3

 
50

 
(8
)
 
90

Comprehensive income (loss) attributable to Prudential Financial, Inc.
$
2,474

 
$
2,085

 
$
6,075

 
$
16,724

 

See Notes to Unaudited Interim Consolidated Financial Statements
 

3

Table of Contents

PRUDENTIAL FINANCIAL, INC.
Unaudited Interim Consolidated Statements of Equity
Nine Months Ended September 30, 2017 and 2016 (in millions)
 
 
Prudential Financial, Inc. Equity
 
 
 
 
 
Common
Stock
 
Additional
Paid-in
Capital
 
Retained
Earnings
 
Common
Stock
Held In
Treasury
 
Accumulated
Other
Comprehensive
Income (Loss)
 
Total
Prudential
Financial, Inc.
Equity
 
Noncontrolling
Interests
 
Total
Equity
Balance, December 31, 2016
$
6

 
$
24,606

 
$
21,946

 
$
(15,316
)
 
$
14,621

 
$
45,863

 
$
225

 
$
46,088

Cumulative effect of adoption of accounting changes
 
 
5

 
(5
)
 
 
 
 
 
0

 


 
0

Common Stock acquired
 
 
 
 
 
 
(937
)
 
 
 
(937
)
 
 
 
(937
)
Contributions from noncontrolling interests
 
 
 
 
 
 
 
 
 
 
 
 
7

 
7

Distributions to noncontrolling interests
 
 
 
 
 
 
 
 
 
 
 
 
(31
)
 
(31
)
Consolidations/(deconsolidations) of noncontrolling interests
 
 
 
 
 
 
 
 
 
 
 
 
(1
)
 
(1
)
Stock-based compensation programs
 
 
110

 
 
 
241

 
 
 
351

 
 
 
351

Dividends declared on Common Stock
 
 
 
 
(979
)
 
 
 
 
 
(979
)
 
 
 
(979
)
Comprehensive income:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income (loss)
 
 
 
 
4,098

 
 
 
 
 
4,098

 
11

 
4,109

Other comprehensive income (loss), net of tax
 
 
 
 
 
 
 
 
1,977

 
1,977

 
(19
)
 
1,958

Total comprehensive income (loss)
 
 
 
 
 
 
 
 
 
 
6,075

 
(8
)
 
6,067

Balance, September 30, 2017
$
6


$
24,721


$
25,060


$
(16,012
)
 
$
16,598


$
50,373


$
192


$
50,565

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Prudential Financial, Inc. Equity
 
 
 
 
 
Common
Stock
 
Additional
Paid-in
Capital
 
Retained
Earnings
 
Common
Stock
Held In
Treasury
 
Accumulated
Other
Comprehensive
Income (Loss)
 
Total
Prudential
Financial, Inc.
Equity
 
Noncontrolling
Interests
 
Total
Equity
Balance, December 31, 2015
$
6

 
$
24,482

 
$
18,931

 
$
(13,814
)
 
$
12,285

 
$
41,890

 
$
33

 
$
41,923

Cumulative effect of adoption of accounting changes
 
 
 
 
11

 
 
 
 
 
11

 
(30
)
 
(19
)
Common Stock acquired
 
 
 
 
 
 
(1,375
)
 
 
 
(1,375
)
 
 
 
(1,375
)
Class B Stock repurchase adjustment
 
 
 
 
(119
)
 
 
 
 
 
(119
)
 
 
 
(119
)
Contributions from noncontrolling interests
 
 
 
 
 
 
 
 
 
 


 
9

 
9

Distributions to noncontrolling interests
 
 
 
 
 
 
 
 
 
 
 
 
(30
)
 
(30
)
Consolidations (deconsolidations) of noncontrolling interests
 
 
 
 
 
 
 
 
 
 
 
 
471

 
471

Stock-based compensation programs
 
 
38

 
 
 
200

 
 
 
238

 
 
 
238

Dividends declared on Common Stock
 
 
 
 
(938
)
 
 
 
 
 
(938
)
 
 
 
(938
)
Comprehensive income:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income (loss)
 
 
 
 
4,084

 
 
 
 
 
4,084

 
42

 
4,126

Other comprehensive income (loss), net of tax
 
 
 
 
 
 
 
 
12,640

 
12,640

 
48

 
12,688

Total comprehensive income (loss)
 
 
 
 
 
 
 
 
 
 
16,724

 
90

 
16,814

Balance, September 30, 2016
$
6


$
24,520


$
21,969


$
(14,989
)
 
$
24,925


$
56,431


$
543


$
56,974





See Notes to Unaudited Interim Consolidated Financial Statements

4

Table of Contents

PRUDENTIAL FINANCIAL, INC.
Unaudited Interim Consolidated Statements of Cash Flows
Nine Months Ended September 30, 2017 and 2016 (in millions)
 
2017
 
2016
CASH FLOWS FROM OPERATING ACTIVITIES
 
 
 
Net income (loss)
$
4,109

 
$
4,126

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Realized investment (gains) losses, net
(943
)
 
(4,127
)
Policy charges and fee income
(1,880
)
 
(1,417
)
Interest credited to policyholders’ account balances
2,922

 
3,168

Depreciation and amortization
271

 
402

(Gains) losses on trading account assets supporting insurance liabilities, net
(330
)
 
(361
)
Change in:
 
 
 
Deferred policy acquisition costs
(966
)
 
(391
)
Future policy benefits and other insurance liabilities
6,465

 
7,668

Income taxes(1)
1,348

 
749

Derivatives, net
(2,076
)
 
7,443

Other, net(1)
(159
)
 
(186
)
Cash flows from (used in) operating activities(1)
8,761

 
17,074

CASH FLOWS FROM INVESTING ACTIVITIES
 
 
 
Proceeds from the sale/maturity/prepayment of:
 
 
 
Fixed maturities, available-for-sale
42,243

 
36,420

Fixed maturities, held-to-maturity
128

 
205

Trading account assets supporting insurance liabilities and other trading account assets
30,728

 
24,720

Equity securities, available-for-sale
3,165

 
2,798

Commercial mortgage and other loans
3,808

 
4,522

Policy loans
1,830

 
1,727

Other long-term investments
948

 
457

Short-term investments
21,497

 
35,728

Payments for the purchase/origination of:
 
 
 
Fixed maturities, available-for-sale
(50,140
)
 
(49,467
)
Trading account assets supporting insurance liabilities and other trading account assets
(30,852
)
 
(26,049
)
Equity securities, available-for-sale
(2,371
)
 
(2,413
)
Commercial mortgage and other loans
(6,195
)
 
(6,011
)
Policy loans
(1,392
)
 
(1,402
)
Other long-term investments
(1,275
)
 
(1,537
)
Short-term investments
(19,553
)
 
(33,196
)
Acquisition of business, net of cash acquired
(64
)
 
(532
)
Derivatives, net
(61
)
 
718

Other, net
(633
)
 
228

Cash flows from (used in) investing activities
(8,189
)
 
(13,084
)
CASH FLOWS FROM FINANCING ACTIVITIES
 
 
 
Policyholders’ account deposits
20,399

 
22,207

Policyholders’ account withdrawals
(19,798
)
 
(17,514
)
Net change in securities sold under agreements to repurchase and cash collateral for loaned securities
903

 
488

Cash dividends paid on Common Stock
(976
)
 
(939
)
Net change in financing arrangements (maturities 90 days or less)
31

 
516

Common Stock acquired
(927
)
 
(1,339
)
Class B stock acquired
0

 
(119
)
Common Stock reissued for exercise of stock options
208

 
112

Proceeds from the issuance of debt (maturities longer than 90 days)
1,189

 
1,449

Repayments of debt (maturities longer than 90 days)
(860
)
 
(1,452
)
Excess tax benefits from share-based payment arrangements
0

 
4

Other, net(1)
(472
)
 
(647
)
Cash flows from (used in) financing activities(1)
(303
)
 
2,766

Effect of foreign exchange rate changes on cash balances
145

 
360

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
414

 
7,116

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR
14,127

 
17,612

CASH AND CASH EQUIVALENTS, END OF PERIOD
$
14,541

 
$
24,728

NON-CASH TRANSACTIONS DURING THE PERIOD
 
 
 
Treasury Stock shares issued for stock-based compensation programs
$
102

 
$
113

Significant Pension Risk Transfer transactions:
 
 
 
Assets received, excluding cash and cash equivalents
$
2,124

 
$
2,388

Liabilities assumed
3,066

 
3,215

                   Net cash received
$
942

 
$
827

Acquisition:
 
 
 
Assets acquired, excluding cash and cash equivalents
$
196

 
$
0

Liabilities assumed
132

 
0

                   Net cash paid on acquisition
$
64

 
$
0

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

See Notes to Unaudited Interim Consolidated Financial Statements

5

Table of Contents

PRUDENTIAL FINANCIAL, INC.
Notes to Unaudited Interim Consolidated Financial Statements
 
1. BUSINESS AND BASIS OF PRESENTATION
 
Prudential Financial, Inc. (“Prudential Financial”) and its subsidiaries (collectively, “Prudential” or the “Company”) provide a wide range of insurance, investment management, and other financial products and services to both individual and institutional customers throughout the United States and in many other countries. Principal products and services provided include life insurance, annuities, retirement-related services, mutual funds and investment management.

The Company’s principal operations are comprised of four divisions: the U.S. Retirement Solutions and Investment Management division, the U.S. Individual Life and Group Insurance division, the International Insurance division and the Closed Block division. The Closed Block division is accounted for as a divested business that is reported separately from the divested businesses that are included in the Company’s Corporate and Other operations. The Company’s Corporate and Other operations include corporate items and initiatives that are not allocated to business segments and businesses that have been or will be divested, excluding the Closed Block division.
 
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. The Unaudited Interim Consolidated Financial Statements include the accounts of Prudential Financial, entities over which the Company exercises control, including majority-owned subsidiaries and variable interest entities (“VIEs”) in which the Company is considered the primary beneficiary. See Note 5 for more information on the Company’s consolidated variable interest entities.  

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, 2016.

The Company’s Gibraltar Life Insurance Company, Ltd. (“Gibraltar Life”) consolidated operations use a November 30 fiscal year end for purposes of inclusion in the Company’s Consolidated Financial Statements. The Company’s unaudited interim consolidated balance sheet data as of September 30, 2017, include the assets and liabilities of Gibraltar Life as of August 31, 2017. The Company’s unaudited interim consolidated income statement data include Gibraltar Life’s results of operations for the three and nine months ended August 31, 2017 and 2016, respectively.
 
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 (“DAC”) and related amortization; value of business acquired (“VOBA”) and its amortization; amortization of deferred sales inducements (“DSI”); measurement of goodwill and any related impairment; valuation of investments including derivatives and the recognition of other-than-temporary impairments (“OTTI”); future policy benefits including guarantees; pension and other postretirement benefits; provision for income taxes and valuation of deferred tax assets; and accruals for contingent liabilities, including estimates for losses in connection with unresolved legal and regulatory matters.
 
Out of Period Adjustments

During the second quarter of 2016, the Company recorded an out of period adjustment resulting in a decrease of $148 million to “Income (loss) before income taxes and equity in earnings of operating joint ventures” for the three-month period ended June 30, 2016, and which is reflected in the nine-month period ended September 30, 2016. The adjustment reflects a charge to increase reserves, net of a related increase in DAC, for certain universal life products within the Individual Life business. Management evaluated the adjustment and concluded it was not material to the then current quarter or to any previously reported quarterly or

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PRUDENTIAL FINANCIAL, INC.
Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

annual financial statements. See Note 11 for additional information on the impact of this adjustment to the Company’s operating segments.

Reclassifications
 
Certain amounts in prior periods have been reclassified to conform to the current period presentation.
 
2. SIGNIFICANT ACCOUNTING POLICIES AND PRONOUNCEMENTS

Accounting for Certain Reinsurance Contracts in the Individual Life business

During the second quarter of 2017, the Company recognized a charge of $237 million in the Individual Life segment, reflecting a change in estimate of reinsurance cash flows associated with universal life products as well as a change in method of reflecting these cash flows in the financial statements. Under the previous method of accounting, with the exception of recoveries pertaining to no lapse guarantees, reinsurance cash flows (e.g., premiums and recoveries) were generally recognized as they occurred. Under the new method, the expected reinsurance cash flows are recognized more ratably over the life of the underlying reinsured policies. In conjunction with this change, the way in which reinsurance is reflected in estimated gross profits used for the amortization of unearned revenue reserves, DAC and VOBA was also revised. The change represents a change in accounting estimate effected by a change in accounting principle and is included within the Company’s annual reviews and update of assumptions and other refinements. The change in accounting estimate reflected insights gained from revised cashflow modeling enabled by a systems conversion, which prompted the change to a preferable accounting method. This new methodology is viewed as preferable as the Company believes it better reflects the economics of reinsurance transactions by aligning the results of reinsurance activity more closely to the underlying direct insurance activity and by better reflecting the profit pattern of this business for purposes of the amortization of the balances noted above.

Recent Accounting Pronouncements

Changes to U.S. GAAP are established by the Financial Accounting Standards Board (“FASB”) in the form of accounting standards updates (“ASU”) to the FASB Accounting Standards Codification.

The Company considers the applicability and impact of all ASU. ASU listed below include those that have been adopted during the current fiscal year and/or those that have been issued but not yet adopted as of the date of this filing. ASU not listed below were assessed and determined to be either not applicable or not material.

ASU adopted during the nine months ended September 30, 2017

Standard
 
Description
 
Effective date and method of adoption
 
Effect on the financial statements or other significant matters
 
 
 
 
 
 
 
ASU 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payments Accounting

 
This ASU simplifies and improves employee share-based payment accounting. The areas updated include income tax consequences, a policy election related to forfeitures, classification of awards as either equity or liability, and classification of operating and financing activity on the statement of cash flows.
 
January 1, 2017 using various transition methods as prescribed by the ASU.
 
Adoption of the ASU did not have a significant impact on the Company’s Consolidated Financial Statements and Notes to the Consolidated Financial Statements.












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PRUDENTIAL FINANCIAL, INC.
Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

ASU issued but not yet adopted as of September 30, 2017

Standard
 
Description
 
Effective date and method of adoption
 
Effect on the financial statements or other significant matters
 
 
 
 
 
 
 
ASU 2014-09,
Revenue from Contracts with Customers (Topic 606)
 
The ASU is based on the core principle that revenue is recognized to depict the transfer of promised 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 standard also requires additional disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, and assets recognized from the costs to obtain or fulfill a contract with a customer. Revenue recognition for insurance contracts and financial instruments is explicitly scoped out of the standard.
 
January 1, 2018 using the modified retrospective method.

 
Based on the assessment completed to date, the Company does not expect the adoption of the ASU to have a significant impact on the Company’s Consolidated Financial Statements and Notes to the Consolidated Financial Statements.
ASU 2016-01,
Financial
Instruments -
Overall (Subtopic 825-10):
Recognition and Measurement of Financial Assets and Liabilities

 
The ASU revises an entity’s accounting related to the recognition and measurement of certain equity investments and the presentation of certain fair value changes for financial liabilities measured at fair value. The ASU requires equity investments, except for those accounted for using the equity method, to be measured at fair value with changes in fair value recognized in net income. The standard also amends certain disclosure requirements associated with the fair value of financial instruments.
 
January 1, 2018 using the modified retrospective method which will include a cumulative-effect adjustment on the balance sheet as of the beginning of the fiscal year of adoption. The amendments are to be applied prospectively as they relate to equity investments without readily determinable fair value that exist as of the date of adoption.

 
The transition impact to the Company’s Consolidated Statements of Financial Position will depend on the net unrealized gain or loss on equity securities and the embedded unrealized gain or loss on equity investments currently accounted for under the cost method as of the effective date. As of September 30, 2017, the net unrealized gain on equity investments is $2.8 billion. The cumulative-effect adjustment ultimately recorded on January 1, 2018 will differ from that amount after taking into account portfolio activity and market movements that occur during the fourth quarter of 2017, as well as the offsetting impacts related to the policyholder dividend obligation in the Closed Block and deferred taxes. The prospective impact to the Company’s Consolidated Statements of Operations will depend on equity investment purchases and sales as well as period-to-period fluctuations in the market values of the Company’s equity investments that occur after the effective date.

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Table of Contents
PRUDENTIAL FINANCIAL, INC.
Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

Standard
 
Description
 
Effective date and method of adoption
 
Effect on the financial statements or other significant matters
 
 
 
 
 
 
 
ASU 2016-02,
Leases (Topic 842)

 
This ASU ensures that assets and liabilities from all outstanding lease contracts are recognized on the balance sheet (with limited exception). The ASU substantially changes a Lessee’s accounting for leases and requires the recording on balance sheet of a “right-of-use” asset and liability to make lease payments for most leases. A Lessee will continue to recognize expense in its income statement in a manner similar to the requirements under the current lease accounting standard. For Lessors, the standard modifies classification criteria and accounting for sales-type and direct financing leases and requires a Lessor to derecognize the carrying value of the leased asset that is considered to have been transferred to a Lessee and record a lease receivable and residual asset (“receivable and residual” approach). The standard also eliminates the real estate specific provisions of the current standard (i.e., sale-leaseback).

 
January 1, 2019 using the modified retrospective method (with early adoption permitted).

 
The Company is currently assessing the impact of the ASU on the Company’s Consolidated Financial Statements and Notes to the Consolidated Financial Statements.

ASU 2016-13,
Financial Instruments-Credit Losses (Topic326):
Measurement of
Credit Losses on
Financial
Instruments

 
This ASU provides a new current expected credit loss model to account for credit losses on certain financial assets and off-balance sheet exposures (e.g., loans held for investment, debt securities held to maturity, reinsurance receivables, net investments in leases and loan commitments). The model requires an entity to estimate lifetime credit losses related to such financial assets and exposures based on relevant information about past events, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. The standard also modifies the current OTTI standard for available-for-sale debt securities to require the use of an allowance rather than a direct write down of the investment, and replaces the existing standard for purchased credit deteriorated loans and debt securities.
 
January 1, 2020 using the modified retrospective method, however prospective application is required for purchased credit deteriorated assets previously accounted for under ASU 310-30 and for debt securities for which an OTTI was recognized prior to the date of adoption. Early adoption is permitted beginning January 1, 2019.

 
The Company is currently assessing the impact of the ASU on the Company’s Consolidated Financial Statements and Notes to the Consolidated Financial Statements.

ASU 2016-15,
Statement of Cash
Flows (Topic 230):
Classification of Certain Cash Receipts and Cash
Payments (a
Consensus of the
Emerging Issues
Task Force)
 
This ASU addresses diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The standard provides clarity on the treatment of eight specifically defined types of cash inflows and outflows.

 
January 1, 2018 using the retrospective method (with early adoption permitted provided that all amendments are adopted in the same period).

 
Based on the assessment completed to date, the Company does not expect the adoption of the ASU to have a significant impact on the Company’s Consolidated Financial Statements and Notes to the Consolidated Financial Statements.









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Table of Contents
PRUDENTIAL FINANCIAL, INC.
Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

Standard
 
Description
 
Effective date and method of adoption
 
Effect on the financial statements or other significant matters
 
 
 
 
 
 
 
ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash

 
In November 2016, the FASB issued this ASU to address diversity in practice from entities classifying and presenting transfers between cash and restricted cash as operating, investing, or financing activities, or as a combination of those activities in the Statement of Cash Flows. The ASU requires entities to show the changes in the total of cash, cash equivalents, restricted cash, and restricted cash equivalents in the Statement of Cash Flows. As a result, transfers between such categories will no longer be presented in the Statement of Cash Flows.
 
January 1, 2018 using the retrospective method (with early adoption permitted).

 
Based on the assessment completed to date, the Company does not expect the adoption of the ASU to have a significant impact on the Company’s Consolidated Financial Statements and Notes to the Consolidated Financial Statements.

ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business

 
In January 2017, the FASB issued this ASU to provide a more robust framework to use in determining when a set of assets and activities (“set”) is a business and to address stakeholder feedback that the definition of a business in current GAAP is applied too broadly. The primary amendments in the ASU provide a screen to exclude transactions where substantially all the fair value of the transferred set is concentrated in a single asset, or group of similar assets, from being evaluated as a business.
 
January 1, 2018 using the prospective method (with early adoption permitted).

 
Adoption of the ASU will result in general account real estate acquisitions no longer being accounted for as business combinations. As a result, direct transaction costs associated with such transactions will be capitalized. Based on the assessment completed to date, the Company does not expect the adoption of the ASU to have a significant impact on the Company’s Consolidated Financial Statements and Notes to the Consolidated Financial Statements.
ASU 2017-05, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets
 
In February 2017, the FASB issued this ASU to clarify the scope and application of ASC 610-20 which provides guidance on accounting for the derecognition of a nonfinancial asset or an in substance nonfinancial asset that is not a business. The ASU defines an in substance nonfinancial asset and requires the application of certain recognition and measurement principles in the new revenue recognition standard when an entity derecognizes nonfinancial assets and in substance nonfinancial assets, and the counterparty is not a customer.
 
January 1, 2018 using the full or modified retrospective method (with early adoption permitted).

 
Based on the assessment completed to date, the Company does not expect the adoption of the ASU to have a significant impact on the Company’s Consolidated Financial Statements and Notes to the Consolidated Financial Statements.
ASU 2017-08, Receivables -Nonrefundable Fees and Other Costs (Subtopic 310-20) Premium Amortization on Purchased Callable Debt Securities
 
This ASU requires certain premiums on callable debt securities to be amortized to the earliest call date.
 
January 1, 2019 using the modified retrospective method (with early adoption permitted).
 
The Company is currently assessing the impact of the ASU on the Company’s Consolidated Financial Statements and Notes to the Consolidated Financial Statements.





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Table of Contents
PRUDENTIAL FINANCIAL, INC.
Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

Standard
 
Description
 
Effective date and method of adoption
 
Effect on the financial statements or other significant matters
 
 
 
 
 
 
 
ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities

 
This ASU makes targeted changes to the existing hedge accounting model to better portray the economics of an entity’s risk management activities and to simplify the use of hedge accounting.

 
January 1, 2019 using the modified retrospective method (with early adoption permitted).


 
The Company is currently assessing the impact of the ASU on the Company’s Consolidated Financial Statements and Notes to the Consolidated Financial Statements.



3. ACQUISITIONS
 
Acquisition of Administradora de Fondos de Pensiones Habitat S.A.

In March 2016, the Company completed the purchase of an indirect 40% ownership interest in Administradora de Fondos de Pensiones Habitat S.A. (“AFP Habitat”), a leading provider of retirement services in Chile, from Inversiones La Construcción S.A. (“ILC”), the investment subsidiary of the Chilean Construction Chamber. The Company paid 899.90 Chilean pesos per share, for a total purchase price of approximately $532 million based on exchange rates at the share acquisition date. The Company and ILC now equally own an indirect controlling stake in AFP Habitat through a joint holding company. The Company’s investment is accounted for under the equity method and is recorded within “Other assets.” This acquisition enables the Company to participate in the growing Chilean pension market.

4. INVESTMENTS
 
Fixed Maturities and Equity Securities
 
The following tables set forth information relating to fixed maturities and equity securities (excluding investments classified as trading), as of the dates indicated:
 
 
September 30, 2017
 
Amortized
Cost or Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Fair
Value
 
OTTI
in AOCI(4)
 
(in millions)
Fixed maturities, available-for-sale:
 
 
 
 
 
 
 
 
 
U.S. Treasury securities and obligations of U.S. government authorities and agencies
$
21,951

 
$
3,729

 
$
585

 
$
25,095

 
$
0

Obligations of U.S. states and their political subdivisions
9,321

 
970

 
19

 
10,272

 
0

Foreign government bonds
86,965

 
15,783

 
441

 
102,307

 
0

U.S. corporate public securities
80,324

 
7,539

 
480

 
87,383

 
(10
)
U.S. corporate private securities(1)
31,453

 
2,179

 
179

 
33,453

 
(9
)
Foreign corporate public securities
26,494

 
2,979

 
103

 
29,370

 
(5
)
Foreign corporate private securities
23,231

 
1,071

 
460

 
23,842

 
0

Asset-backed securities(2)
10,908

 
223

 
15

 
11,116

 
(242
)
Commercial mortgage-backed securities
13,011

 
281

 
79

 
13,213

 
0

Residential mortgage-backed securities(3)
3,869

 
188

 
8

 
4,049

 
(2
)
       Total fixed maturities, available-for-sale(1)
$
307,527

 
$
34,942

 
$
2,369

 
$
340,100

 
$
(268
)
Equity securities, available-for-sale
$
7,145

 
$
2,623

 
$
29

 
$
9,739

 
 
 

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PRUDENTIAL FINANCIAL, INC.
Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

 
September 30, 2017
 
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Fair
Value
 
(in millions)
Fixed maturities, held-to-maturity:
 
 
 
 
 
 
 
Foreign government bonds
$
866

 
$
265

 
$
0

 
$
1,131

Foreign corporate public securities
659

 
87

 
0

 
746

Foreign corporate private securities(5)
84

 
3

 
0

 
87

Commercial mortgage-backed securities
0

 
0

 
0

 
0

Residential mortgage-backed securities(3)
475

 
36

 
0

 
511

       Total fixed maturities, held-to-maturity(5)
$
2,084

 
$
391

 
$
0

 
$
2,475

__________
(1)
Excludes notes with amortized cost of $2,310 million (fair value, $2,310 million), which have been offset with the associated payables under a netting agreement.
(2)
Includes credit-tranched securities collateralized by loan obligations, sub-prime mortgages, auto loans, credit cards, education loans and other asset types.
(3)
Includes publicly-traded agency pass-through securities and collateralized mortgage obligations.
(4)
Represents the amount of OTTI losses in “Accumulated other comprehensive income (loss)” (“AOCI”), which were not included in earnings. Amount excludes $542 million of net unrealized gains on impaired available-for-sale securities and $2 million of net unrealized gains on impaired held-to-maturity securities relating to changes in the value of such securities subsequent to the impairment measurement date.
(5)
Excludes notes with amortized cost of $4,627 million (fair value, $4,758 million), which have been offset with the associated payables under a netting agreement.
 
 
December 31, 2016
 
Amortized
Cost or Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Fair
Value
 
OTTI
in AOCI(4)
 
(in millions)
Fixed maturities, available-for-sale:
 
 
 
 
 
 
 
 
 
U.S. Treasury securities and obligations of U.S. government authorities and agencies
$
21,505

 
$
3,280

 
$
1,001

 
$
23,784

 
$
0

Obligations of U.S. states and their political subdivisions
9,060

 
716

 
84

 
9,692

 
0

Foreign government bonds
79,862

 
16,748

 
354

 
96,256

 
0

U.S. corporate public securities
76,383

 
6,460

 
1,232

 
81,611

 
(17
)
U.S. corporate private securities(1)
29,974

 
2,122

 
308

 
31,788

 
(22
)
Foreign corporate public securities
25,758

 
2,784

 
305

 
28,237

 
(6
)
Foreign corporate private securities
21,383

 
646

 
1,149

 
20,880

 
0

Asset-backed securities(2)
11,759

 
229

 
53

 
11,935

 
(288
)
Commercial mortgage-backed securities
12,589

 
240

 
125

 
12,704

 
(1
)
Residential mortgage-backed securities(3)
4,308

 
238

 
14

 
4,532

 
(3
)
       Total fixed maturities, available-for-sale(1)
$
292,581

 
$
33,463

 
$
4,625

 
$
321,419

 
$
(337
)
Equity securities, available-for-sale
$
7,149

 
$
2,641

 
$
42

 
$
9,748

 
 
 

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PRUDENTIAL FINANCIAL, INC.
Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

 
December 31, 2016
 
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Fair
Value
 
(in millions)
Fixed maturities, held-to-maturity:
 
 
 
 
 
 
 
Foreign government bonds
$
839

 
$
262

 
$
0

 
$
1,101

Foreign corporate public securities
651

 
71

 
0

 
722

Foreign corporate private securities(5)
81

 
4

 
0

 
85

Commercial mortgage-backed securities
0

 
0

 
0

 
0

Residential mortgage-backed securities(3)
573

 
43

 
0

 
616

       Total fixed maturities, held-to-maturity(5)
$
2,144

 
$
380

 
$
0

 
$
2,524

__________
(1)
Excludes notes with amortized cost of $1,456 million (fair value, $1,456 million), which have been offset with the associated payables under a netting agreement.
(2)
Includes credit-tranched securities collateralized by loan obligations, sub-prime mortgages, auto loans, credit cards, education loans and other asset types.
(3)
Includes publicly-traded agency pass-through securities and collateralized mortgage obligations.
(4)
Represents the amount of OTTI losses in AOCI, which were not included in earnings. Amount excludes $649 million of net unrealized gains on impaired available-for-sale securities and $1 million of net unrealized gains on impaired held-to-maturity securities relating to changes in the value of such securities subsequent to the impairment measurement date.
(5)
Excludes notes with amortized cost of $4,403 million (fair value, $4,403 million), which have been offset with the associated payables under a netting agreement.
 
The following tables set forth the fair value and gross unrealized losses aggregated by investment category and length of time that individual fixed maturity and equity securities had been in a continuous unrealized loss position, as of the dates indicated:
 
 
 
September 30, 2017
 
 
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 millions)
Fixed maturities(1):
 
 
U.S. Treasury securities and obligations of U.S. government authorities and agencies
 
$
5,087

 
$
127

 
$
4,612

 
$
458

 
$
9,699

 
$
585

Obligations of U.S. states and their political subdivisions
 
600

 
5

 
350

 
14

 
950

 
19

Foreign government bonds
 
6,687

 
195

 
2,229

 
246

 
8,916

 
441

U.S. corporate public securities
 
7,963

 
107

 
6,981

 
373

 
14,944

 
480

U.S. corporate private securities
 
4,679

 
117

 
1,224

 
62

 
5,903

 
179

Foreign corporate public securities
 
2,082

 
21

 
1,395

 
82

 
3,477

 
103

Foreign corporate private securities
 
2,270

 
36

 
5,346

 
424

 
7,616

 
460

Asset-backed securities
 
863

 
1

 
428

 
14

 
1,291

 
15

Commercial mortgage-backed securities
 
2,446

 
22

 
1,485

 
57

 
3,931

 
79

Residential mortgage-backed securities
 
607

 
4

 
151

 
4

 
758

 
8

Total
 
$
33,284

 
$
635

 
$
24,201

 
$
1,734

 
$
57,485

 
$
2,369

Equity securities, available-for-sale
 
$
439

 
$
28

 
$
0

 
$
1

 
$
439

 
$
29

__________ 
(1)
Includes $12 million of fair value and less than $1 million of gross unrealized losses, which are not reflected in AOCI, on securities classified as held-to-maturity, as of September 30, 2017.
 

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PRUDENTIAL FINANCIAL, INC.
Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

 
 
December 31, 2016
 
 
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 millions)
Fixed maturities(1):
 
 
U.S. Treasury securities and obligations of U.S. government authorities and agencies
 
$
9,345

 
$
1,001

 
$
0

 
$
0

 
$
9,345

 
$
1,001

Obligations of U.S. states and their political subdivisions
 
2,677

 
79

 
19

 
5

 
2,696

 
84

Foreign government bonds
 
6,076

 
325

 
310

 
29

 
6,386

 
354

U.S. corporate public securities
 
22,803

 
905

 
2,943

 
327

 
25,746

 
1,232

U.S. corporate private securities
 
7,797

 
228

 
1,296

 
80

 
9,093

 
308

Foreign corporate public securities
 
5,196

 
162

 
1,047

 
143

 
6,243

 
305

Foreign corporate private securities
 
6,557

 
350

 
4,916

 
799

 
11,473

 
1,149

Asset-backed securities
 
2,357

 
20

 
1,581

 
33

 
3,938

 
53

Commercial mortgage-backed securities
 
4,879

 
123

 
60

 
2

 
4,939

 
125

Residential mortgage-backed securities
 
926

 
12

 
78

 
2

 
1,004

 
14

Total
 
$
68,613

 
$
3,205

 
$
12,250

 
$
1,420

 
$
80,863

 
$
4,625

Equity securities, available-for-sale
 
$
637

 
$
41

 
$
12

 
$
1

 
$
649

 
$
42

__________ 
(1)
Includes $12 million of fair value and less than $1 million of gross unrealized losses, which are not reflected in AOCI, on securities classified as held-to-maturity, as of December 31, 2016.

As of September 30, 2017 and December 31, 2016, the gross unrealized losses on fixed maturity securities were composed of $2,098 million and $4,233 million, respectively, related to “1” highest quality or “2” high quality securities based on the National Association of Insurance Commissioners (“NAIC”) or equivalent rating and $271 million and $392 million, respectively, related to other than high or highest quality securities based on NAIC or equivalent rating. As of September 30, 2017, the $1,734 million of gross unrealized losses on fixed maturity securities of twelve months or more were concentrated in U.S. and foreign government bonds and in the energy, utility and consumer non-cyclical sectors of the Company’s corporate securities. As of December 31, 2016, the $1,420 million of gross unrealized losses on fixed maturity securities of twelve months or more were concentrated in the energy, utility and capital goods sectors of the Company’s corporate securities. In accordance with its policy described in Note 2 to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, the Company concluded that an adjustment to earnings for OTTI for these fixed maturity securities was not warranted at either September 30, 2017 or December 31, 2016. These conclusions were based on a detailed analysis of the underlying credit and cash flows on each security. Gross unrealized losses are primarily attributable to general credit spread widening, increases in interest rates and foreign currency exchange rate movements. As of September 30, 2017, the Company did not intend to sell these securities, and it was not more likely than not that the Company would be required to sell these securities before the anticipated recovery of the remaining amortized cost basis.
 
As of September 30, 2017, $7 million of the gross unrealized losses on equity securities represented declines in value of 20% or more, $4 million of which had been in a gross unrealized loss position for less than six months. As of December 31, 2016, $9 million of the gross unrealized losses on equity securities represented declines in value of 20% or more, $8 million of which had been in a gross unrealized loss position for less than six months. In accordance with its policy described in Note 2 to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, the Company concluded that an adjustment to earnings for OTTI for these equity securities was not warranted at either September 30, 2017 or December 31, 2016.

The following table sets forth the amortized cost and fair value of fixed maturities by contractual maturities, as of the date indicated:

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Table of Contents
PRUDENTIAL FINANCIAL, INC.
Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

 
 
September 30, 2017
 
Available-for-Sale
 
Held-to-Maturity
 
Amortized
Cost
 
Fair
Value
 
Amortized
Cost
 
Fair
Value
 
(in millions)
Fixed maturities:
 
 
 
 
 
 
 
Due in one year or less
$
10,528

 
$
11,142

 
$
0

 
$
0

Due after one year through five years
47,418

 
51,382

 
178

 
186

Due after five years through ten years
64,610

 
69,994

 
568

 
650

Due after ten years(1)
157,183

 
179,204

 
863

 
1,128

Asset-backed securities
10,908

 
11,116

 
0

 
0

Commercial mortgage-backed securities
13,011

 
13,213

 
0

 
0

Residential mortgage-backed securities
3,869

 
4,049

 
475

 
511

Total
$
307,527

 
$
340,100

 
$
2,084

 
$
2,475

__________ 
(1)
Excludes available-for-sale notes with amortized cost of $2,310 million (fair value, $2,310 million) and held-to-maturity notes with amortized cost of $4,627 million (fair value, $4,758 million), which have been offset with the associated payables under a netting agreement.

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 do not have a single maturity date.
 
The following table sets forth the sources of fixed maturity and equity security proceeds and related investment gains (losses), as well as losses on impairments of both fixed maturities and equity securities, for the periods indicated:
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2017
 
2016
 
2017
 
2016
 
(in millions)
Fixed maturities, available-for-sale:
 
 
 
 
 
 
 
Proceeds from sales(1)
$
7,973

 
$
7,585

 
$
23,860

 
$
21,939

Proceeds from maturities/prepayments
5,068

 
4,960

 
18,488

 
14,583

Gross investment gains from sales and maturities
359

 
440

 
1,160

 
1,234

Gross investment losses from sales and maturities
(109
)
 
(46
)
 
(407
)
 
(343
)
OTTI recognized in earnings(2)
(22
)
 
(29
)
 
(122
)
 
(166
)
Fixed maturities, held-to-maturity:
 
 
 
 
 
 
 
Proceeds from maturities/prepayments(3)
$
39

 
$
83

 
$
128

 
$
208

Equity securities, available-for-sale:
 
 
 
 
 
 
 
Proceeds from sales(4)
$
1,421

 
$
978

 
$
3,364

 
$
2,815

Gross investment gains from sales
357

 
177

 
829

 
425

Gross investment losses from sales
(29
)
 
(30
)
 
(70
)
 
(137
)
OTTI recognized in earnings
(12
)
 
(23
)
 
(23
)
 
(65
)
__________ 
(1)
Includes $105 million and $102 million of non-cash related proceeds for the nine months ended September 30, 2017 and 2016, respectively.
(2)
Excludes the portion of OTTI recorded in “Other comprehensive income (loss)” (“OCI”), 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 impairment.
(3)
Includes $(1) million and $3 million of non-cash related proceeds for the nine months ended September 30, 2017 and 2016, respectively.
(4)
Includes $199 million and $17 million of non-cash related proceeds for the nine months ended September 30, 2017 and 2016, respectively.

The following table sets forth the amount of pre-tax credit loss impairments on fixed maturity securities held by the Company for which a portion of the OTTI loss was recognized in OCI and the corresponding changes in such amounts, for the periods indicated: 

15

Table of Contents
PRUDENTIAL FINANCIAL, INC.
Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

 
Three Months Ended
September 30, 2017
 
Nine Months Ended
September 30, 2017
 
Three Months Ended September 30, 2016
 
Nine Months Ended September 30, 2016
 
(in millions)
Credit loss impairments:
 
 
 
 
 
 
 
Balance, beginning of period
$
341

 
$
359

 
$
424

 
$
532

New credit loss impairments
3

 
10

 
0

 
27

Additional credit loss impairments on securities previously impaired
0

 
1

 
0

 
0

Increases due to the passage of time on previously recorded credit losses
4

 
11

 
5

 
17

Reductions for securities which matured, paid down, prepaid or were sold during the period
(33
)
 
(49
)
 
(76
)
 
(217
)
Reductions for securities impaired to fair value during the period(1)
0

 
(14
)
 
0

 
(2
)
Accretion of credit loss impairments previously recognized due to an increase in cash flows expected to be collected
(1
)
 
(4
)
 
(2
)
 
(6
)
       Balance, end of period
$
314

 
$
314

 
$
351

 
$
351

__________ 
(1)
Represents circumstances where the Company determined in the current period that it intends to sell the security or it is more likely than not that it will be required to sell the security before recovery of the security’s amortized cost.

Trading Account Assets Supporting Insurance Liabilities
 
The following table sets forth the composition of “Trading account assets supporting insurance liabilities,” as of the dates indicated:
 
 
 
September 30, 2017
 
December 31, 2016
 
 
Amortized
Cost or Cost
 
Fair
Value
 
Amortized
Cost or Cost
 
Fair
Value
 
 
(in millions)
Short-term investments and cash equivalents
 
$
626

 
$
626

 
$
655

 
$
655

Fixed maturities:
 
 
 
 
 
 
 
 
Corporate securities
 
13,811

 
14,115

 
13,903

 
13,997

Commercial mortgage-backed securities
 
2,154

 
2,183

 
2,032

 
2,052

Residential mortgage-backed securities(1)
 
999

 
1,010

 
1,142

 
1,150

Asset-backed securities(2)
 
1,190

 
1,216

 
1,333

 
1,349

Foreign government bonds
 
1,019

 
1,032

 
915

 
926

U.S. government authorities and agencies and obligations of U.S. states
 
348

 
398

 
330

 
376

Total fixed maturities
 
19,521

 
19,954

 
19,655

 
19,850

Equity securities
 
1,251

 
1,546

 
1,097

 
1,335

Total trading account assets supporting insurance liabilities
 
$
21,398

 
$
22,126

 
$
21,407

 
$
21,840

__________ 
(1)
Includes publicly-traded agency pass-through securities and collateralized mortgage obligations.
(2)
Includes credit-tranched securities collateralized by sub-prime mortgages, auto loans, credit cards, education loans and other asset types.

The net change in unrealized gains (losses) from trading account assets supporting insurance liabilities still held at period end, recorded within “Other income,” was $66 million and $84 million during the three months ended September 30, 2017 and 2016, respectively, and $295 million and $459 million during the nine months ended September 30, 2017 and 2016, respectively.
 

16

Table of Contents
PRUDENTIAL FINANCIAL, INC.
Notes to Unaudited Interim Consolidated Financial Statements—(Continued)

Other Trading Account Assets
 
The following table sets forth the composition of “Other trading account assets,” as of the dates indicated:
 
 
 
September 30, 2017
 
December 31, 2016
 
 
Amortized
Cost or Cost
 
Fair
Value
 
Amortized
Cost or Cost
 
Fair
Value
 
 
(in millions)
Short-term investments and cash equivalents
 
$