UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

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

For the quarterly period ended June 30, 2012

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 033-44202

Prudential Annuities Life Assurance Corporation

(Exact Name of Registrant as Specified in its Charter)

Connecticut	06-1241288
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification Number)

One Corporate Drive

Shelton, Connecticut 06484

(203) 926-1888

(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, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x	Smaller reporting company	¨

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

As of August 10, 2012, 25,000 shares of the registrant’s Common Stock (par value $100) consisting of 100 voting shares and 24,900 non-voting shares, were outstanding. As of such date, Prudential Annuities, Inc. formerly known as American Skandia, Inc., an indirect wholly owned subsidiary of Prudential Financial, Inc., a New Jersey corporation, owned all of the registrant’s Common Stock.

Prudential Annuities Life Assurance Corporation meets the conditions set

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

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

TABLE OF CONTENTS

			Page
PART I	FINANCIAL INFORMATION
	Item 1.	Financial Statements:
		Unaudited Interim Statements of Financial Position As of June 30, 2012 and December 31, 2011		4
		Unaudited Interim Statements of Operations and Comprehensive Income Three and Six Months Ended June 30, 2012 and 2011		5
		Unaudited Interim Statements of Equity Six Months Ended June 30, 2012 and 2011		6
		Unaudited Interim Statements of Cash Flows Six Months Ended June 30, 2012 and 2011		7
		Notes to Unaudited Interim Financial Statements		8
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		43
	Item 4.	Controls and Procedures		51
PART II	OTHER INFORMATION
	Item 1.	Legal Proceedings		52
	Item 1A.	Risk Factors		52
	Item 6.	Exhibits		53
SIGNATURES				54

2

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 Annuities Life Assurance Corporation. There can be no assurance that future developments affecting Prudential Annuities Life Assurance Corporation will be those anticipated by management. These forward-looking statements are not a guarantee of future performance and involve risks and uncertainties, and there are certain important factors that could cause actual results to differ, possibly materially, from expectations or estimates reflected in such forward-looking statements, including, among others: (1) general economic, market and political conditions, including the performance and fluctuations of fixed income, equity, real estate and other financial markets; (2) the availability and cost of additional debt or equity capital or external financing for our operations; (3) interest rate fluctuations or prolonged periods of low interest rates; (4) the degree to which we choose not to hedge risks, or the potential ineffectiveness or insufficiency of hedging or risk management strategies we do implement, with regard to variable annuity or other product guarantees; (5) any inability to access our credit facilities; (6) reestimates of our reserves for future policy benefits and claims; (7) differences between actual experience regarding mortality, morbidity, persistency, surrender experience, interest rates, or market returns and the assumptions we use in pricing our products, establishing liabilities and reserves or for other purposes; (8) changes in our assumptions related to deferred policy acquisition costs or value of business acquired; (9) changes in our financial strength or credit ratings; (10) investment losses, defaults and counterparty non-performance; (11) competition in our product lines and for personnel; (12) changes in tax law; (13) regulatory or legislative changes, including the Dodd-Frank Wall Street Reform and Consumer Protection Act; (14) inability to protect our intellectual property rights or claims of infringement of the intellectual property rights of others; (15) adverse determinations in litigation or regulatory matters and our exposure to contingent liabilities; (16) 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; (17) ineffectiveness of risk management policies and procedures in identifying, monitoring and managing risks; (18) interruption in telecommunication, information technology or other operational systems or failure to maintain the security, confidentiality or privacy of sensitive data on such systems; and (19) changes in statutory or U.S. GAAP accounting principles, practices or policies. Prudential Annuities Life Assurance Corporation does not intend, and is under no obligation, to update any particular forward-looking statement included in this document. See “Risk Factors” included in the Annual Report on Form 10-K for the year ended December 31, 2011 for discussion of certain risks relating to our businesses and investment in our securities.

3

PART I-FINANCIAL INFORMATION

ITEM 1. Financial Statements

Prudential Annuities Life Assurance Corporation

Unaudited Interim Statements of Financial Position

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

	June 30, 2012			December 31, 2011
ASSETS
Fixed maturities, available-for-sale, at fair value (amortized cost, 2012: $4,386,806; 2011: $4,838,695)	$	4,778,391		$	5,273,767
Trading account assets, at fair value		7,621			38,578
Equity securities, available-for-sale, at fair value (cost, 2012: $2,516; 2011: $2,510)		3,205			3,071
Commercial mortgage and other loans, net of valuation allowance		463,388			449,359
Policy loans		13,880			14,316
Short-term investments		99,656			237,601
Other long-term investments		218,393			191,545
Total investments		5,584,534			6,208,237
Cash and cash equivalents		4,645			8,861
Deferred policy acquisition costs		587,587			666,764
Accrued investment income		51,151			59,033
Reinsurance recoverables		1,761,746			1,748,177
Income taxes		61,446			102,678
Valuation of business acquired		27,149			29,010
Deferred sales inducements		397,692			445,841
Receivables from parent and affiliates		25,794			24,968
Other assets		53,217			18,531
Separate account assets		43,645,528			42,942,758
TOTAL ASSETS	$	52,200,489		$	52,254,858
LIABILITIES AND EQUITY
Policyholders’ account balances	$	4,661,421		$	5,189,269
Future policy benefits and other policyholder liabilities		2,105,222			2,092,694
Payables to parent and affiliates		53,994			73,587
Cash collateral for loaned securities		42,872			125,884
Short-term debt		73,918			27,803
Long-term debt		600,000			600,000
Other liabilities		111,266			182,286
Separate account liabilities		43,645,528			42,942,758
TOTAL LIABILITIES		51,294,221			51,234,281
Commitments and Contingent Liabilities (See Note 6)
EQUITY
Common stock, $100 par value; 25,000 shares, authorized, issued and outstanding		2,500			2,500
Additional paid-in capital		893,336			882,670
Retained earnings (accumulated deficit)		(138,105	)		(25,305	)
Accumulated other comprehensive income (loss)		148,537			160,712
Total Equity		906,268			1,020,577
TOTAL LIABILITIES AND EQUITY	$	52,200,489		$	52,254,858

See Notes to Unaudited Interim Financial Statements

4

Prudential Annuities Life Assurance Corporation

Unaudited Interim Statements of Operations and Comprehensive Income

Three and Six Months Ended June 30, 2012 and 2011 (in thousands)

	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
REVENUES
Premiums	$	5,301		$	6,934		$	11,067		$	15,446
Policy charges and fee income		199,806			211,071			401,430			415,573
Net investment income		69,177			76,587			143,070			157,718
Asset administration fees and other income		65,974			78,453			133,975			157,029
Realized investment gains (losses), net:
Other-than-temporary impairments on fixed maturity securities		(1,520	)		(6,243	)		(3,131	)		(15,328	)
Other-than-temporary impairments on fixed maturity securities transferred to other comprehensive income		1,437			6,104			2,979			15,029
Other realized investment gains (losses), net		35,243			30,013			(771	)		28,313
Total realized investment gains (losses), net		35,160			29,874			(923	)		28,014
Total revenues		375,418			402,919			688,619			773,780
BENEFITS AND EXPENSES
Policyholders’ benefits		41,459			27,277			32,202			41,469
Interest credited to policyholders’ account balances		227,250			104,127			139,795			170,611
Amortization of deferred policy acquisition costs		340,993			117,285			109,847			139,473
General, administrative and other expenses		106,917			109,668			216,777			217,088
Total benefits and expenses		716,619			358,357			498,621			568,641
Income (loss) from operations before income taxes		(341,201	)		44,562			189,998			205,139
Income tax expense (benefit)		(104,054	)		9,910			54,798			48,967
NET INCOME (LOSS)	$	(237,147	)	$	34,652		$	135,200		$	156,172
Other comprehensive income (loss), before tax:
Foreign currency translation adjustments	$	(23	)	$	—		$	(20	)	$	—
Net unrealized investment gains (losses):
Unrealized investment gains (losses) for the period		8,946			45,054			(4,843	)		9,063
Reclassification adjustment for (gains) losses included in net income		(6,789	)		(30,057	)		(13,857	)		(45,622	)
Total		2,157			14,997			(18,700	)		(36,559	)
Other comprehensive income (loss), before tax:		2,134			14,997			(18,720	)		(36,559	)
Less: Income tax expense (benefit) related to
Foreign currency translation adjustments		(8	)		—			(7	)		—
Net unrealized gains (losses)		755			5,249			(6,538	)		(12,796	)
Total		747			5,249			(6,545	)		(12,796	)
Other comprehensive income (loss), net of taxes:		1,387			9,748			(12,175	)		(23,763	)
Comprehensive Income (Loss)	$	(235,760	)	$	44,400		$	123,025		$	132,409

See Notes to Unaudited Interim Financial Statements

5

Prudential Annuities Life Assurance Corporation

Unaudited Interim Statements of Equity

Six Months Ended June 30, 2012 and 2011 (in thousands)

	Common stock		Additional paid-in capital		Retained earnings (accumulated deficit)			Accumulated other comprehensive income (loss)			Total equity
Balance, December 31, 2011	$	2,500	$	882,670	$	(25,305	)	$	160,712		$	1,020,577
Net income		—				135,200			—			135,200
Affiliated asset transfers		—		10,666		—			—			10,666
Distribution to parent						(248,000	)					(248,000	)
Other comprehensive loss, net of taxes		—				—			(12,175	)		(12,175	)
Balance, June 30, 2012	$	2,500	$	893,336	$	(138,105	)	$	148,537		$	906,268
	Common stock		Additional paid-in capital		Retained earnings (accumulated deficit)			Accumulated other comprehensive income (loss)			Total equity
Balance, December 31, 2010	$	2,500	$	974,921	$	749,751		$	181,211		$	1,908,383
Cumulative effect of adoption of accounting principle		—		—		(127,920	)		9,660			(118,260	)
Net income		—		—		156,172			—			156,172
Distribution to parent		—		—		(270,000	)		—			(270,000	)
Other comprehensive loss, net of taxes		—		—		—			(23,763	)		(23,763	)
Balance, June 30, 2011	$	2,500	$	974,921	$	508,003		$	167,108		$	1,652,532

See Notes to Unaudited Interim Financial Statements

6

Prudential Annuities Life Assurance Corporation

Unaudited Interim Statements of Cash Flows

Six Months Ended June 30, 2012 and 2011 (in thousands)

	2012			2011
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	135,200		$	156,172
Adjustments to reconcile net income to net cash provided by operating activities:
Policy charges and fee income		5,867			35,621
Realized investment (gains) losses, net		923			(28,014	)
Amortization and depreciation		8,024			(3,101	)
Interest credited to policyholders’ account balances		139,795			170,611
Change in:
Future policy benefit reserves		117,159			121,976
Accrued investment income		7,152			4,871
Net receivable (payable) to affiliates		(20,850	)		(20,990	)
Deferred sales inducements		(31,471	)		(41,803	)
Deferred policy acquisition costs		94,097			114,169
Income taxes		47,777			50,957
Reinsurance recoverables		(133,202	)		(122,212	)
Other, net		(21,369	)		(17,148	)
Cash Flows From Operating Activities	$	349,102		$	421,109
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from the sale/maturity/prepayment of:
Fixed maturities, available-for-sale	$	690,623		$	782,515
Commercial mortgage and other loans		12,182			80,631
Trading account assets		34,728			43,629
Policy loans		832			585
Other long-term investments		2,805			1,499
Short-term investments		1,903,348			2,222,012
Payments for the purchase/origination of:
Fixed maturities, available-for-sale		(286,467	)		(166,461	)
Commercial mortgage and other loans		(26,316	)		(42,539	)
Trading account assets		(3,506	)		(2,352	)
Policy loans		(83	)		(569	)
Other long-term investments		(21,984	)		(9,397	)
Short-term investments		(1,765,403	)		(2,279,223	)
Notes receivable from parent and affiliates, net		6,109			6,727
Other, net		68			(2,111	)
Cash Flows From Investing Activities	$	546,936		$	634,946
CASH FLOWS USED IN FINANCING ACTIVITIES:
Cash collateral for loaned securities		(83,012	)		83,305
Net increase (decrease) in short-term borrowing		46,115			(7,474	)
Drafts outstanding		(10,904	)		(16,231	)
Distribution to parent		(248,000	)		(270,000	)
Contributed capital (including parent/child asset transfer)		10,666			—
Policyholders’ account balances
Deposits		591,276			719,496
Withdrawals		(1,206,395	)		(1,561,518	)
Cash Flows Used in Financing Activities	$	(900,254	)	$	(1,052,422	)
Net (decrease) increase in cash and cash equivalents		(4,216	)		3,633
Cash and cash equivalents, beginning of period		8,861			487
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	4,645		$	4,120

See Notes to Unaudited Interim Financial Statements

7

Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements

1. BUSINESS AND BASIS OF PRESENTATION

Prudential Annuities Life Assurance Corporation (the “Company”, “we”, or “our”), formerly known as American Skandia Life Assurance Corporation, with its principal offices in Shelton, Connecticut, is an indirect wholly-owned subsidiary of Prudential Financial, Inc. (“Prudential Financial”), a New Jersey corporation. The Company is a wholly owned subsidiary of Prudential Annuities, Inc. (“PAI”), formerly known as American Skandia, Inc., which in turn is an indirect wholly owned subsidiary of Prudential Financial.

The Company developed long-term savings and retirement products, which were distributed through its affiliated broker/dealer company, Prudential Annuities Distributors, Incorporated (“PAD”), formerly known as American Skandia Marketing, Incorporated. The Company issued variable deferred and immediate annuities for individuals and groups in the United States of America and its territories.

Beginning in March 2010, the Company ceased offering its then existing variable annuity products (and where offered, the companion market value adjustment option) to new investors upon the launch of a new product line in each of Pruco Life Insurance Company and Pruco Life Insurance Company of New Jersey (which are affiliates of the Company within the Prudential Annuities business unit of Prudential Financial). In general, the new product line offers the same optional living benefits and optional death benefits as offered by the Company’s existing variable annuities. However, subject to applicable contractual provisions and administrative rules, the Company continues to accept certain subsequent purchase payments on inforce contracts under existing annuity products.

The Company is engaged in a business that is highly competitive because of the large number of stock and mutual life insurance companies and other entities engaged in marketing long-term savings and retirement products, including insurance products, and individual and group annuities.

Basis of Presentation

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

These interim financial statements are unaudited but reflect all adjustments that, in the opinion of management, are necessary to provide a fair presentation of the results of operations and financial condition of the Company for the interim periods presented. All such adjustments are of a normal recurring nature. The results of operations for any interim period are not necessarily indicative of results that may be expected for the full year.

The Company has extensive transactions and relationships with The Prudential Insurance Company of America (“Prudential Insurance”) and other affiliates, (as more fully described in Note 7). Due to these relationships, it is possible that the terms of these transactions are not the same as those that would result from transactions among unrelated parties.

These unaudited interim financial statements should be read in conjunction with the Audited Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011.

Use of Estimates

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

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

Reclassifications

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

8

Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements

2. SIGNIFICANT ACCOUNTING POLICIES AND PRONOUNCEMENTS

Investments and Investment Related Liabilities

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

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

Trading account assets, at fair value, represents equity securities held in support of a deferred compensation plan and other fixed maturity securities carried at fair value. Realized and unrealized gains and losses for these assets are reported in “Asset administration fees and other income.” Interest and dividend income from these investments is reported in “Net investment income.”

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

Commercial mortgage and other loans consist of commercial mortgage loans and agricultural loans. Commercial mortgage loans are broken down by class which is based on property type (industrial properties, retail, office, multi-family/apartment, hospitality, and other).

Commercial mortgage and other loans originated and held for investment are generally carried at unpaid principal balance, net of unamortized deferred loan origination fees and expenses, and net of an allowance for losses. Commercial mortgage and other loans acquired, including those related to the acquisition of a business, are recorded at fair value when purchased, reflecting any premiums or discounts to unpaid principal balances.

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

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

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

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

9

Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements

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

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

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

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

Policy loans are carried at unpaid principal balances. Interest income on policy loans is recognized in “Net investment income” at the contract interest rate when earned. Policy loans are fully collateralized by the cash surrender value of the associated insurance policies.

Short-term investments primarily consist of investments in certain money market funds as well as highly liquid debt instruments with a maturity of greater than three months and less than twelve months when purchased. These investments are generally carried at fair value.

Other long-term investments consist of the Company’s investments in joint ventures and limited partnerships, as well as wholly owned investment real estate and other investments. Joint venture and partnership interests are generally accounted for using the equity method of accounting. In certain instances in which the Company’s partnership interest is so minor that it exercises virtually no influence over operating and financial policies, the Company applies the cost method of accounting. The Company’s income from investments in joint ventures and partnerships accounted for using the equity method or cost method is included in “Net investment income.” The carrying value of these investments is written down, or impaired, to fair value when a decline in value is considered to be other-than-temporary. In applying the equity method or the cost method (including assessment for other-than-temporary impairment), the Company uses financial information provided by the investee, generally on a one to three month lag.

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

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

Under the authoritative guidance for the recognition and presentation of other-than-temporary impairments for debt securities an other-than-temporary impairment must be recognized in earnings for a debt security in an unrealized loss position when an entity either (a) has the intent to sell the debt security or (b) more likely than not will be required to sell the debt security before its anticipated recovery. For all debt securities in

10

Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements

unrealized loss positions that do not meet either of these two criteria, the guidance requires that the Company analyze its ability to recover the amortized cost by comparing the net present value of projected future cash flows with the amortized cost of the security. The net present value is calculated by discounting the Company’s best estimate of projected future cash flows at the effective interest rate implicit in the debt security prior to impairment. The Company may use the estimated fair value of collateral as a proxy for the net present value if it believes that the security is dependent on the liquidation of collateral for recovery of its investment. If the net present value is less than the amortized cost of the investment an other-than-temporary impairment is recognized.

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

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

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

Asset Administration Fees

The Company receives asset administration fee income from policyholders’ account balances invested in the Advanced Series Trust Funds or “AST” (see Note 7), which are a portfolio of mutual fund investments related to the Company’s separate account products. In addition, the Company receives fees from policyholders’ account balances invested in funds managed by companies other than affiliates of Prudential Insurance. Asset administration fees are recognized as income when earned.

Derivative Financial Instruments

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

Derivatives are used to manage the characteristics of the Company’s asset/liability mix, and to manage the interest rate and currency characteristics of assets or liabilities. Additionally, derivatives may be used to seek to reduce exposure to interest rate, credit, foreign currency, and equity risks associated with assets held or expected to be purchased or sold, and liabilities incurred or expected to be incurred. As discussed below and in Note 5, all realized and unrealized changes in fair value of derivatives, with the exception of the effective portion of cash flow hedges, are recorded in current earnings. Cash flows from derivatives are reported in the operating and investing activities sections in the Unaudited Interim Statements of Cash Flows based on the nature and purpose of the derivative.

Derivatives are recorded either as assets, within “Other long-term investments” or as liabilities, within “Other liabilities,” except for embedded derivatives, which are recorded with the associated host contract. The Company nets the fair value of all derivative financial instruments with its affiliated counterparty Prudential Global Funding, LLC (“PGF”), with which a master netting arrangement has been executed.

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

11

Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements

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

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

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

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

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

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

The Company is a party to financial instruments that contain derivative instruments that are “embedded” in the financial instruments. At inception, the Company assesses whether the economic characteristics of the embedded instrument are clearly and closely related to the economic characteristics of the remaining component of the financial instrument (i.e., the host contract) and whether a separate instrument with the same terms as the embedded instrument would meet the definition of a derivative instrument. When it is determined that (1) the embedded instrument possesses economic characteristics that are not clearly and closely related to the economic characteristics of the host contract, and (2) a separate instrument with the same terms would qualify as a derivative instrument, the embedded instrument qualifies as an embedded derivative that is separated from the host contract, carried at fair value, and changes in its fair value are included in “Realized investment gains (losses), net.” For certain financial instruments that contain an embedded derivative that otherwise would need to be bifurcated and reported at fair value, the Company may elect to classify the entire instrument as a trading account asset and report it within “Other trading account assets, at fair value.” The Company has sold variable annuity products, which may include guaranteed benefit features that are accounted for as embedded derivatives. The Company has entered into reinsurance agreements to transfer the risk related to the embedded derivatives contained in certain insurance product to affiliates. These reinsurance agreements are derivatives and have been accounted in the same manner as the guaranteed benefit feature.

Income Taxes

The Company determines its interim tax provision using the annual effective tax rate methodology in accordance with the authoritative guidance. The decrease in the income tax expense for the three months ended June 30, 2012 and change in effective tax rate was primarily driven by a decrease in pre-tax income for the three months ended June 30, 2012 compared to the three months ended June 30, 2011. The increase in income tax expense for the six months ended June 30, 2012 and change in effective tax rate was primarily driven by a decrease in the forecasted dividends received deduction for the year ended December 31, 2012 compared to the year ended December 31, 2011.

Adoption of New accounting pronouncements

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

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

12

Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements

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

Effective January 1, 2012, the Company adopted retrospectively new authoritative guidance to address diversity in practice regarding the interpretation of which costs relating to the acquisition of new or renewal insurance contracts qualify for deferral. Under the amended guidance, acquisition costs are to include only those costs that are directly related to the acquisition or renewal of insurance contracts by applying a model similar to the accounting for loan origination costs. An entity may defer incremental direct costs of contract acquisition with independent third parties or employees that are essential to the contract transaction, as well as the portion of employee compensation, including payroll fringe benefits, and other costs directly related to underwriting, policy issuance and processing, medical inspection, and contract selling for successfully negotiated contracts. Prior period financial information presented in these financial statements has been adjusted to reflect the retrospective adoption of the amended guidance. The impact mainly reflects the initial “Deferred policy acquisition cost” write-off which resulted in a lower level of amortization. Since the Company ceased offering its existing variable annuity products in March 2010, the lower level of cost qualifying for deferral under this guidance will have a minimal impact on earnings. While the adoption of this amended guidance changes the timing of when certain costs are reflected in the Company’s results of operations, it has no effect on the total acquisition costs to be recognized over time and has no impact on the Company’s cash flows.

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

Unaudited Interim Statements of Financial Position:

	December 31, 2011
	As Previously Reported		Effect of Change			As Currently Reported
	(in thousands)
Deferred policy acquisition costs	$	757,183	$	(90,419	)	$	666,764
Income taxes		70,425		32,253			102,678
TOTAL ASSETS		52,313,024		(58,166	)		52,254,858
Total liabilities		51,234,281		—			51,234,281
Accumulated other comprehensive income (loss)		151,692		9,020			160,712
Retained earnings (accumulated deficit)		41,881		(67,186	)		(25,305	)
Total equity		1,078,743		(58,166	)		1,020,577
TOTAL LIABILITIES AND EQUITY	$	52,313,024	$	(58,166	)	$	52,254,858

Unaudited Interim Statements of Operations and Comprehensive Income:

	Three Months Ended June 30, 2011
	As Previously Reported		Effect of Change			As Currently Reported
	(in thousands)
REVENUES
Total revenues	$	402,919	$	—		$	402,919
BENEFITS AND EXPENSES
Amortization of deferred policy acquisition costs		132,096		(14,811	)		117,285
General, administrative and other expenses		108,499		1,169			109,668
Total benefits and expenses		371,999		(13,642	)		358,357
INCOME FROM OPERATIONS BEFORE INCOME TAXES		30,920		13,642			44,562
Income tax expense		5,863		4,047			9,910
NET INCOME	$	25,057	$	9,595		$	34,652

13

Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements

	Six Months Ended June 30, 2011
	As Previously Reported		Effect of Change			As Currently Reported
	(in thousands)
REVENUES
Total revenues	$	773,780	$	—		$	773,780
BENEFITS AND EXPENSES
Amortization of deferred policy acquisition costs		162,258		(22,785	)		139,473
General, administrative and other expenses		214,792		2,296			217,088
Total benefits and expenses		589,130		(20,489	)		568,641
INCOME FROM OPERATIONS BEFORE INCOME TAXES		184,650		20,489			205,139
Income tax expense		40,421		8,546			48,967
NET INCOME	$	144,229	$	11,943		$	156,172

Unaudited Interim Statement of Cash Flows:

	Six Months Ended June 30, 2011
	As Previously Reported		Effect of Change			As Currently Reported
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income	$	144,229	$	11,943		$	156,172
Change in:
Deferred policy acquisition costs		134,658		(20,489	)		114,169
Income taxes		42,411		8,546			50,957
Cash flows from operating activities	$	421,109	$	—		$	421,109

Future Adoption of New Accounting Pronouncements

In July 2012, the FASB issued amended guidance on testing indefinite-lived intangible assets for impairment. Under the amended guidance, an entity can first assess qualitative factors to determine whether an indefinite-lived intangible asset may be impaired. If the entity concludes that it is not likely that the indefinite-lived intangible asset is impaired, then the entity is not required to take further action. But if the entity concludes otherwise, then it is required to determine the fair value of the indefinite-lived intangible asset and perform the quantitative impairment test by comparing the asset’s fair value with its carrying amount in accordance with existing guidance. The entity may also bypass the qualitative assessment for any indefinite-lived intangible asset in any period and proceed directly to performing the quantitative impairment test. The entity will be able to resume performing the qualitative assessment in any subsequent period. The amended guidance is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted. The Company is currently assessing the impact of this guidance on the Company’s financial position, results of operations, and financial statement disclosures, but does not expect it to impact its financial position or results of operations.

14

Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements

3. INVESTMENTS

Fixed Maturities and Equity Securities

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

	June 30, 2012
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		Other-than- temporary impairments in AOCI (3)
	(in thousands)
Fixed maturities, available-for-sale
U.S. Treasury securities and obligations of U.S. government authorities and agencies	$	45,413	$	326	$	—	$	45,739	$	—
Obligations of U.S. states and their political subdivisions		91,615		9,385		—		101,000		—
Foreign government bonds		100,019		13,812		—		113,831		—
Corporate securities		3,200,295		319,151		2,304		3,517,142		—
Asset-backed securities (1)		180,305		9,075		1,390		187,990		(3,631	)
Commercial mortgage-backed securities		418,297		27,509		11		445,795		—
Residential mortgage-backed securities (2)		350,862		16,041		9		366,894		(51	)
Total fixed maturities, available-for-sale	$	4,386,806	$	395,299	$	3,714	$	4,778,391	$	(3,682	)
Equity securities, available-for-sale
Common Stocks
Industrial, miscellaneous & other	$	2,516	$	689	$	—	$	3,205	$	—

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

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

(3) Represents the amount of other-than-temporary impairment losses in “AOCI,” which were not included in earnings. Amount excludes $4.2 million of net unrealized gains on impaired securities relating to changes in the value of such securities subsequent to the impairment measurement date.

	December 31, 2011
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		Other-than- temporary impairments in AOCI (3)
	(in thousands)
Fixed maturities, available-for-sale
U.S. Treasury securities and obligations of U.S. government authorities and agencies	$	85,196	$	839	$	—	$	86,035	$	—
Obligations of U.S. states and their political subdivisions		90,807		9,268		—		100,075		—
Foreign government bonds		120,361		14,449		—		134,810		—
Corporate securities		3,526,879		365,170		4,336		3,887,713		(236	)
Asset-backed securities (1)		172,390		9,798		4,804		177,384		(3,906	)
Commercial mortgage-backed securities		463,576		28,189		8		491,757		—
Residential mortgage-backed securities (2)		379,486		16,562		55		395,993		(55	)
Total fixed maturities, available-for-sale	$	4,838,695	$	444,275	$	9,203	$	5,273,767	$	(4,197	)
Equity securities, available-for-sale
Common Stocks
Industrial, miscellaneous & other	$	2,510	$	561	$	—	$	3,071	$	—

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

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

(3) Represents the amount of other-than-temporary impairment losses in AOCI, which were not included in earnings. Amount excludes $2.4 million of net unrealized gains on impaired securities relating to changes in the value of such securities subsequent to the impairment measurement date.

15

Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements

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

	Available-for-Sale
	Amortized Cost		Fair Value
	(in thousands)
Due in one year or less	$	1,021,139	$	1,065,026
Due after one year through five years		1,387,097		1,507,584
Due after five years through ten years		568,879		651,200
Due after ten years		460,227		553,902
Asset-backed securities		180,305		187,990
Commercial mortgage-backed securities		418,297		445,795
Residential mortgage-backed securities		350,862		366,894
Total	$	4,386,806	$	4,778,391

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

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

	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
	(in thousands)
Fixed maturities, available-for-sale
Proceeds from sales	$	33,498		$	300,188		$	316,818		$	551,902
Proceeds from maturities/repayments		224,664			78,882			373,805			230,106
Gross investment gains from sales, prepayments, and maturities		6,894			30,240			14,032			45,964
Gross investment losses from sales and maturities		(23	)		—			(24	)
Fixed maturity and equity security impairments
Net writedowns for other-than-temporary impairment losses on fixed maturities recognized in earnings (1)	$	(83	)	$	(140	)	$	(152	)	$	(299	)
Writedowns for impairments on equity securities		—			750			—			750

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

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

	Three Months Ended June 30,			Six Months Ended June 30,
	2012			2012
	(in thousands)
Balance, beginning of period	$	3,482		$	3,542
Credit loss impairments previously recognized on securities which matured, paid down, prepaid or were sold during the period		(113	)		(131	)
Additional credit loss impairments recognized in the current period on securities previously impaired		83			152
Increases due to the passage of time on previously recorded credit losses		28			51
Accretion of credit loss impairments previously recognized due to an increase in cash flows expected to be collected		(93	)		(227	)
Balance, end of period	$	3,387		$	3,387

16

Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements

	Three Months Ended June 30,			Six Months Ended June 30,
	2011			2011
	(in thousands)
Balance, beginning of period	$	14,117		$	14,148
Credit loss impairments previously recognized on securities which matured, paid down, prepaid or were sold during the period		(3,057	)		(3,214	)
Additional credit loss impairments recognized in the current period on securities previously impaired		140			299
Increases due to the passage of time on previously recorded credit losses		130			262
Accretion of credit loss impairments previously recognized due to an increase in cash flows expected to be collected		(129	)		(294	)
Balance, end of period	$	11,201		$	11,201

Trading Account Assets

The following table sets forth the composition of the Company’s “trading account assets” as of the dates indicated:

	June 30, 2012				December 31, 2011
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
	(in thousands)
Fixed maturities—Asset-backed securities	$	1,954	$	2,036	$	30,800	$	31,571
Equity securities		5,070		5,585		6,664		7,007
Total trading account assets	$	7,024	$	7,621	$	37,464	$	38,578

The net change in unrealized gains and losses from trading account assets still held at period end, recorded within “Asset administration fees and other income” was $(0.5) million during both the three months ended June 30, 2012 and 2011, and $(0.5) million and $(2.7) million during the six months ended June 30, 2012 and 2011, respectively.

Commercial Mortgage and Other Loans

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

	June 30, 2012						December 31, 2011
	Amount			% of Total			Amount			% of Total
Commercial mortgage and other loans by property type:	(in thousands)						(in thousands)
Office	$	59,052			12.7	%	$	60,220			13.3	%
Retail		79,870			17.2			68,369			15.1
Apartments/Multi-Family		113,061			24.3			114,900			25.5
Industrial		145,028			31.2			144,513			32.1
Hospitality		9,251			2.0			9,289			2.1
Total commercial mortgage loans		406,262			87.4			397,291			88.1
Agricultural property loans		54,126			11.6			48,964			10.9
Other		4,605			1.0			4,605			1.0
Total commercial mortgage and other loans		464,993			100.0	%		450,860			100.0	%
Valuation allowance		(1,605	)					(1,501	)
Total net commercial mortgage and other loans by property type	$	463,388					$	449,359

The commercial mortgage and agricultural property loans are geographically dispersed throughout the United States, Canada and Asia with the largest concentrations in California (23%), New York (16%) and Ohio (11%) at June 30, 2012.

17

Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements

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

	June 30, 2012		December 31, 2011
	(in thousands)
Allowance for losses, beginning of year	$	1,501	$	2,980
Addition to / (release of) allowance for losses		104		(1,479	)
Total ending balance (1)	$	1,605	$	1,501

(1) Agricultural loans represent $0.2 million of the ending allowance at both June 30, 2012 and December 31, 2011.

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

	June 30, 2012 Total Loans		December 31, 2011 Total Loans
	(in thousands)
Allowance for Credit Losses:
Ending balance: individually evaluated for impairment (1)	$	—	$	—
Ending balance: collectively evaluated for impairment (2)		1,605		1,501
Total ending balance	$	1,605	$	1,501
Recorded Investment (3):
Ending balance gross of reserves: individually evaluated for impairment (1)	$	—	$	—
Ending balance gross of reserves: collectively evaluated for impairment (2)		464,993		450,860
Total ending balance, gross of reserves	$	464,993	$	450,860

(1) There were no agricultural loans individually evaluated for impairments at June 30, 2012 and December 31, 2011.

(2) Agricultural loans collectively evaluated for impairment had a recorded investment of $54.1 million and $48.9 million and related allowance of $0.2 million and $0.2 million at June 30, 2012 and December 31, 2011, respectively.

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

Impaired loans include those loans for which it is probable that amounts due according to the contractual terms of the loan agreement will not all be collected. As shown in the table above, there were no impaired commercial mortgage and other loans identified in management’s specific review of probable loan losses and related allowance at June 30, 2012 and December 31, 2011. The average recorded investment in impaired loans with an allowance recorded, before the allowance for losses, was $0 million and $3.0 million at June 30, 2012 and December 31, 2011, respectively.

There was no net investment income recognized on these loans for the six months ended June 30, 2012 and for the year ended December 31, 2011. See Note 2 for information regarding the Company’s accounting policies for non-performing loans.

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

As described in Note 2, loan-to-value and debt service coverage ratios are measures commonly used to assess the quality of commercial mortgage and other loans. As of June 30, 2012 and December 31, 2011, 86% or $399 million of the recorded investment and 85% or $384 million of the recorded investment, respectively, had a loan-to-value ratio of less than 80%. As of June 30, 2012 and December 31, 2011, 87% and 96% of the recorded investment had a debt service coverage ratio of 1.0X or greater, respectively. As of June 30, 2012 and December 31, 2011, approximately 13% or $59 million and 4% or $19 million, respectively, of the recorded investment had a loan-to-value ratio greater than 100% or debt service coverage ratio less than 1.0X, reflecting loans where the mortgage amount exceeds the collateral value or where current debt payments are greater than income from property operations; none of which related to agricultural loans.

All commercial mortgage and other loans were in current status including $0 million and $3.1 million of hospitality loans in non-accrual status at June 30, 2012, and December 31, 2011, respectively. See Note 2 for further discussion regarding non-accrual status loans.

During 2011, the Company sold commercial mortgage loans to an affiliated company. See Note 7 for further discussion regarding related party transactions.

18

Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements

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

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

Net Investment Income

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

	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
	(in thousands)
Fixed maturities, available-for-sale	$	63,357		$	69,750		$	130,979		$	142,720
Equity securities, available-for-sale		7			263			7			458
Trading account assets		370			411			814			1,112
Commercial mortgage and other loans		6,892			6,835			13,714			15,144
Policy loans		220			295			351			406
Short-term investments and cash equivalents		163			193			363			313
Other long-term investments		177			567			915			1,012
Gross investment income		71,186			78,314			147,143			161,165
Less investment expenses		(2,009	)		(1,727	)		(4,073	)		(3,447	)
Net investment income	$	69,177		$	76,587		$	143,070		$	157,718

Realized Investment Gains (Losses), Net

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

	Three Months Ended June 30,					Six Months Ended June 30,
	2012		2011			2012			2011
	(in thousands)
Fixed maturities	$	6,790	$	30,100		$	13,857		$	45,665
Equity securities		—		(43	)		—			(43	)
Commercial mortgage and other loans		451		5,149			(105	)		4,673
Derivatives		27,919		(5,332	)		(14,675	)		(22,281	)
Other		—		—			—			—
Realized investment gains (losses), net	$	35,160	$	29,874		$	(923	)	$	28,014

Net Unrealized Investment Gains (Losses)

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

19

Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements

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

	Net Unrealized Gains (Losses) on Investments			Deferred Policy Acquisition Costs, Deferred Sales Inducements and Valuation of Business Acquired			Deferred Income Tax (Liability) Benefit			Accumulated Other Comprehensive Income (Loss) Related To Net Unrealized Investment Gains (Losses)
	(in thousands)
Balance, December 31, 2011	$	(1,740	)	$	691		$	367		$	(682	)
Net investment (losses) gains on investments arising during the period		2,269			—			(794	)		1,475
Reclassification adjustment for gains (losses) included in net income		(7	)		—			2			(5	)
Impact of net unrealized investment (losses) gains on deferred policy acquisition costs, deferred sales inducements and valuation of business acquired		—			(914	)		320			(594	)
Balance, June 30, 2012	$	522		$	(223	)	$	(105	)	$	194

All Other Net Unrealized Investment Gains and Losses in AOCI

	Net Unrealized Gains/(Losses) on Investments (1)			Deferred Policy Acquisition Costs, Deferred Sales Inducements and Valuation of Business Acquired			Deferred Income Tax (Liability) Benefit			Accumulated Other Comprehensive Income (Loss) Related To Net Unrealized Investment Gains (Losses)
	(in thousands)
Balance, December 31, 2011	$	441,680		$	(192,122	)	$	(88,164	)	$	161,394
Net investment gains (losses) on investments arising during the period		(31,138	)		—			10,898			(20,240	)
Reclassification adjustment for (losses) gains included in net income		(13,850	)		—			4,848			(9,002	)
Impact of net unrealized investment (losses) gains on deferred policy acquisition costs, deferred sales inducements and valuation of business acquired		—			24,940			(8,729	)		16,211
Balance, June 30, 2012	$	396,692		$	(167,182	)	$	(81,147	)	$	148,363

(1) Includes cash flow hedges. See Note 5 to the Unaudited Interim Financial Statements included herein for additional discussion of our cash flow hedges.

20

Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements

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

	June 30, 2012		December 31, 2011
	(in thousands)
Fixed maturity securities on which an OTTI loss has been recognized	$	522	$	(1,740	)
Fixed maturity securities, available-for-sale - all other		391,063		436,812
Equity securities, available-for-sale		689		561
Affiliated notes		4,832		5,263
Derivatives designated as cash flow hedges (1)		104		(962	)
Other investments		4		3
Unrealized gains (losses) on investments and derivatives	$	397,214	$	439,937

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

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

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

	June 30, 2012
	Less than twelve months				Twelve months or more				Total
	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
	(in thousands)
Fixed maturities, available-for-sale
Corporate securities	$	151,947	$	1,298	$	35,717	$	1,006	$	187,664	$	2,304
Commercial mortgage-backed securities		4,073		11		—		—		4,073		11
Asset-backed securities		3,760		2		30,831		1,388		34,591		1,390
Residential mortgage-backed securities		—		—		479		9		479		9
Total	$	159,780	$	1,311	$	67,027	$	2,403	$	226,807	$	3,714
Equity securities, available-for-sale	$	—	$	—	$	—	$	—	$	—	$	—

	December 31, 2011
	Less than twelve months				Twelve months or more				Total
	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
	(in thousands)
Fixed maturities, available-for-sale
Corporate securities	$	129,881	$	4,010	$	1,130	$	326	$	131,011	$	4,336
Commercial mortgage-backed securities		7,014		8		—		—		7,014		8
Asset-backed securities		48,831		782		28,430		4,022		77,261		4,804
Residential mortgage-backed securities		484		55		—		—		484		55
Total	$	186,210	$	4,855	$	29,560	$	4,348	$	215,770	$	9,203
Equity securities, available-for-sale	$	—	$	—	$	—	$	—	$	—	$	—

The gross unrealized losses, related to fixed maturities at June 30, 2012 and December 31, 2011 are composed of $2.4 million and $5.4 million, respectively, related to high or highest quality securities based on National Association of Insurance Commissioners (“NAIC”) or equivalent rating and $1.4 million and $3.8 million, respectively, related to other than high or highest quality securities based on NAIC or equivalent rating. At June 30, 2012, none of the gross unrealized losses represented declines in value of greater than 20%, as compared to $3.4 million at December 31, 2011 that represented declines in value of greater than 20%, $0.3 million of which had been in that position for less than six months. At June 30, 2012, the $2.4 million of gross unrealized losses of twelve months or more were concentrated in asset backed securities and the service and manufacturing sectors of the Company’s corporate securities. At December 31, 2011, $4.3 million of gross unrealized losses of twelve months or more were concentrated in asset backed securities, $1.7 million in services and $1.1 million in manufacturing sector of the Company’s corporate securities.

In accordance with its policy described in Note 2, the Company concluded that an adjustment to earnings for other-than-temporary impairments for these securities was not warranted at June 30, 2012 or December 31, 2011. These conclusions are based on a detailed analysis of the underlying credit and cash flows on each security. The gross unrealized losses are primarily attributable to credit spread widening and increased liquidity discounts. At June 30, 2012, the Company does not intend to sell the securities and it is not more likely than not that the Company will be required to sell the securities before the anticipated recovery of its remaining amortized cost basis.

21

Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements

At June 30, 2012 and December 31, 2011, there were no gross unrealized losses, related to equity securities that represented declines of greater than 20%.

4. FAIR VALUE OF ASSETS AND LIABILITIES

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

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

Level 2 – Fair value is based on significant inputs, other than Level 1 inputs, that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability through corroboration with observable market data. Level 2 inputs include quoted market prices in active markets for similar assets and liabilities, quoted market prices in markets that are not active for identical or similar assets or liabilities, and other market observable inputs. The Company’s Level 2 assets and liabilities primarily include: fixed maturities (corporate public and private bonds, most government securities, certain asset-backed and mortgage-backed securities, etc.), certain equity securities (mutual funds, which do not actively trade and are priced based on a net asset value), certain short-term and long-term investments, and over-the-counter (“OTC”) derivatives. Valuations are generally obtained from third party pricing services for identical or comparable assets or liabilities or through the use of valuation methodologies using observable market inputs. Prices from services are validated through comparison to trade data and internal estimates of current fair value, generally developed using market observable inputs and economic indicators.

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

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

22

Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements

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

	As of June 30, 2012
	Level 1		Level 2		Level 3		Netting (2)			Total
	(in thousands)
Fixed maturities, available-for-sale:
U.S. government securities	$	—	$	45,739	$	—	$	—		$	45,739
State and municipal securities		—		101,000		—		—			101,000
Foreign government securities		—		113,831		—		—			113,831
Corporate securities		7,110		3,417,571		92,461		—			3,517,142
Asset-backed securities		—		136,224		51,766		—			187,990
Commercial mortgage-backed securities		—		445,795		—		—			445,795
Residential mortgage-backed securities		—		366,894		—		—			366,894
Sub-total		7,110		4,627,054		144,227		—			4,778,391
Trading account assets:
Asset-backed securities		—		2,036		—		—			2,036
Equity securities		5,388		—		197		—			5,585
Sub-total		5,388		2,036		197		—			7,621
Equity securities, available-for-sale		—		3,205		—		—			3,205
Short-term investments		97,649		2,007		—		—			99,656
Cash equivalents		3,148		—		—		—			3,148
Other long-term investments		—		215,589		305		(37,179	)		178,715
Reinsurance recoverables		—		—		1,761,274		—			1,761,274
Other assets		—		24,794		—		—			24,794
Sub-total excluding separate account assets		113,295		4,874,685		1,906,003		(37,179	)		6,856,804
Separate account assets (1)		1,129,128		42,516,400		—		—			43,645,528
Total assets	$	1,242,423	$	47,391,085	$	1,906,003	$	(37,179	)	$	50,502,332
Future policy benefits	$	—	$	—	$	1,795,715	$	—		$	1,795,715
Other liabilities		—		37,179		—		(37,179	)		—
Total liabilities	$	—	$	37,179	$	1,795,715	$	(37,179	)	$	1,795,715

23

Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements

	As of December 31, 2011
	Level 1		Level 2		Level 3		Netting (2)			Total
	(in thousands)
Fixed maturities, available-for-sale:
U.S. government securities	$	—	$	86,035	$	—	$	—		$	86,035
State and municipal securities		—		100,075		—		—			100,075
Foreign government securities		—		134,810		—		—			134,810
Corporate securities		6,705		3,791,350		89,658		—			3,887,713
Asset-backed securities		—		128,821		48,563		—			177,384
Commercial mortgage-backed securities		—		491,757		—		—			491,757
Residential mortgage-backed securities		—		395,993		—		—			395,993
Sub-total		6,705		5,128,841		138,221		—			5,273,767
Trading account assets:
Asset-backed securities		—		31,571		—		—			31,571
Equity securities		6,804		—		203		—			7,007
Sub-total		6,804		31,571		203		—			38,578
Equity securities, available-for-sale		3,071		—		—		—			3,071
Short-term investments		227,235		10,366		—		—			237,601
Cash equivalents		8,112		—		—		—			8,112
Other long-term investments		—		191,144		1,213		(40,012	)		152,345
Reinsurance recoverables		—		—		1,747,757		—			1,747,757
Other assets		—		25,225		—		—			25,225
Sub-total excluding separate account assets		251,927		5,387,147		1,887,394		(40,012	)		7,486,456
Separate account assets (1)		1,039,821		41,902,937		—		—			42,942,758
Total assets	$	1,291,748	$	47,290,084	$	1,887,394	$	(40,012	)	$	50,429,214
Future policy benefits	$	—	$	—	$	1,783,595	$	—		$	1,783,595
Other liabilities		—		40,012		—		(40,012	)		—
Total liabilities	$	—	$	40,012	$	1,783,595	$	(40,012	)	$	1,783,595

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

(2) “Netting” amounts represent the impact of offsetting asset and liability positions held with the same counterparty.

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

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

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

24

Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements

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

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

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

Equity Securities – Equity securities consist principally of investments in common and preferred stock of publicly traded companies, as well as common shares of mutual fund. The fair values of most publicly traded equity securities are based on quoted market prices in active markets for identical assets and are classified within Level 1 in the fair value hierarchy. The fair values of common shares of mutual fund that transact regularly (but do not trade in active markets because they are not publicly available) are based on transaction prices of identical fund shares and are classified within Level 2 in the fair value hierarchy. The fair values of perpetual preferred stock are based on inputs obtained from independent pricing services that are primarily based on non-binding broker quotes, as the directly observable market inputs are not available. As a result, the fair values of perpetual preferred stock are classified as Level 3.

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

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

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

Derivatives classified as Level 3 include first-to-default credit basket swaps and other structured products. These derivatives are valued based upon models with some significant unobservable market inputs or inputs from less actively traded markets. The fair values of first-to-default credit basket swaps are derived from relevant observable inputs (e.g. individual credit default spreads, interest rates, and recovery rates) and unobservable model-specific input values such as correlation between different credits within the same basket. Other structured options and derivatives are valued using simulation models such as the Monte Carlo and other techniques. Level 3 methodologies are validated through periodic comparison of the Company’s fair values to broker-dealer values. As of June 30, 2012 and December 31, 2011, there were derivatives with the fair value of $0 and $970 thousand classified within Level 3, and all other derivatives were classified within Level 2. See Note 5 for more details on the fair value of derivative instruments by primary underlying.

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

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

25

Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements

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

Reinsurance Recoverables – Reinsurance recoverables carried at fair value include the reinsurance of our living benefit guarantees on certain of our variable annuities. These guarantees are accounted for as embedded derivatives and are described below in “Future Policy Benefits.” The reinsurance agreements covering these guarantees are derivatives with fair value determined in the same manner as the embedded derivative guarantee.

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

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

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

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

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

	As of June 30, 2012
	Internal (1)		External (2)		Total
	(in thousands)
Corporate securities	$	89,172	$	3,289	$	92,461
Asset-backed securities		—		51,766		51,766
Equity securities		—		197		197
Other long-term Investments		—		305		305
Reinsurance recoverables		1,761,274		—		1,761,274
Total assets	$	1,850,446	$	55,557	$	1,906,003
Future policy benefits		1,795,715		—		1,795,715
Total liabilities	$	1,795,715	$	—	$	1,795,715

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

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

26

Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements

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

	As of June 30, 2012
	Fair Value		Valuation Techniques	Unobservable Input	Range (Weighted Average)
	(in thousands)
Assets:
Corporate securities	$	89,172	Discounted cash flow	Discount rate		3.76 -17.50% (4.26%)
			Cap at call price	Call price		100% (100%)
Reinsurance recoverables	$	1,761,274	Fair values are determined in the same manner as future policy benefits
Liabilities:
Future policy benefits	$	1,795,715	Discounted cash flow	Lapse rate		0% - 15%
				NPR spread		0.4% - 2.6%
				Utilization rate		60% - 90%
				Withdrawal rate		90% - 100%
				Mortality rate (1)		0% - 10%
				Equity Volatility curve		22% - 32%

(1) Range reflects the mortality rate for the vast majority of business with living benefits, with policyholders ranging from 35 to 90 years old. While the majority of living benefits have a minimum age requirement, certain benefits do not have an age restriction. This results in contractholders for certain benefits with mortality rates approaching 0%.

Corporate Securities – Internally priced corporate securities classified in Level 3 include certain below investment grade watchlist and distressed fixed maturity securities. For securities where discounted cash flows are used, the primary unobservable input is the internally developed discount rate. Significant increases in the discount rate would result in a significantly lower fair value, with the reverse being true for decreases in the discount rate. In isolation, an increase in the value of these inputs would result in an increase in fair value, with the reverse being true for decreases in the value of these inputs.

Reinsurance Recoverables – Reinsurance recoverables carried at fair value include the reinsurance of our living benefit guarantees on certain of our variable annuities. These guarantees are accounted for as embedded derivatives and are described below in “Future Policy Benefits.” The reinsurance agreements covering these guarantees are derivatives with fair value determined in the same manner as the embedded derivative guarantee.

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

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

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

27

Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements

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

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

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

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

Transfers between Levels 1 and 2 – During the three and six months ended June 30, 2012, $3.2 million of equity securities, available for sale transferred from Level 1 to Level 2. The assets that transferred were mutual funds that were priced on a net asset value. This transfer was the result of an ongoing monitoring assessment of pricing inputs to ensure appropriateness of the level classification in the fair value hierarchy. On March 31, 2012, and December 31, 2011 no such adjustment was made. There were no transfers between Levels 1 and 2 for the three months and six months ended June 30, 2011.

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

28

Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements

	Three Months Ended June 30, 2012
	Fixed Maturities Available-For- Sale - Corporate Securities			Fixed Maturities Available-For- Sale - Asset Backed Securities			Other Trading Securities - Equity Unaffiliated			Other  Long- Term Investments			Reinsurance Recoverables
	(in thousands)
Fair value, beginning of period assets/(liabilities)	$	103,130		$	46,700		$	201		$	256		$	1,205,262
Total gains or (losses) (realized/unrealized):
Included in earnings:
Total realized investment gains (losses), net		2			—			—			—			500,397
Asset management fees and other income		—			—			(4	)		(11	)		—
Included in other comprehensive income (loss)		1,596			91			—			—			—
Net investment income		1,149			193			—			—			—
Purchases		2,775			7,500			—			60			55,615
Sales		(29	)		—			—			—			—
Issuances		(2,775	)		—			—			—			—
Settlements		(1,697	)		(2,718	)		—			—			—
Transfers into Level 3 (1)		1			—			—			—			—
Transfers out of Level 3 (1)		(11,691	)		—			—			—			—
Fair Value, end of period assets/(liabilities)	$	92,461		$	51,766		$	197		$	305		$	1,761,274
Unrealized gains (losses) for the period relating to those Level 3 assets that were still held by the Company at the end of the period (2):
Included in earnings:
Total realized investment gains (losses), net	$	—		$	—		$	—		$	874		$	513,151
Asset management fees and other income	$	—		$	—		$	(5	)	$	(11	)	$	—
Interest credited to policyholder account	$	—		$	—		$	—		$	—		$	—
Included in other comprehensive income (loss)	$	1,574		$	137		$	—		$	—		$	—
	Three Months Ended June 30, 2012
	Future Policy Benefits
	(in thousands)
Fair value, beginning of period assets/(liabilities)	$	(1,220,550	)
Total gains or (losses) (realized/unrealized):
Included in earnings:
Total realized investment gains (losses), net		(516,861	)
Purchases		—
Sales		—
Issuances		(58,304	)
Settlements		—
Transfers into Level 3 (1)		—
Transfers out of Level 3 (1)		—
Fair Value, end of period assets/(liabilities)	$	(1,795,715	)
Unrealized gains (losses) for the period relating to those Level 3 assets that were still held by the Company at the end of the period (2):
Included in earnings:
Total realized investment gains (losses), net	$	(529,720	)
Interest credited to policyholders’ account balances	$	—
Included in other comprehensive income (loss)	$	—

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

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

29

Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements

Transfers –Transfers out of Level 3 were primarily due to the use of observable inputs in valuation methodologies as well as the utilization of pricing service information for certain assets that the Company was able to validate.

	Six Months Ended June 30, 2012
	Fixed Maturities Available-For- Sale - Corporate Securities			Fixed Maturities Available-For- Sale - Asset Backed Securities			Other Trading Securities - Equity Unaffiliated			Other  Long- Term Investments			Reinsurance Recoverables
	(in thousands)
Fair value, beginning of period assets/(liabilities)	$	89,658		$	48,563		$	203		$	1,213		$	1,747,757
Total gains or (losses) (realized/unrealized):
Included in earnings:
Total realized investment gains (losses), net		9			—			—			(977	)		(97,855	)
Asset management fees and other income		—			—			(6	)		2			—
Included in other comprehensive income (loss)		740			953			—			—			—
Net investment income		2,377			351			—			—			—
Purchases		5,400			7,500			—			60			111,372
Sales		(29	)		—			—			—			—
Issuances		—			—			—			—			—
Settlements		(5,995	)		(5,601	)		—			7			—
Transfers into Level 3 (1)		11,992			—			—			—			—
Transfers out of Level 3 (1)		(11,691	)		—			—			—			—
Fair Value, end of period assets/(liabilities)	$	92,461		$	51,766		$	197		$	305		$	1,761,274
Unrealized gains (losses) for the period relating to those Level 3 assets that were still held by the Company at the end of the period (2):
Included in earnings:
Total realized investment gains (losses), net	$	—		$	—		$	—		$	—		$	(71,947	)
Asset management fees and other income	$	—		$	—		$	(6	)	$	2		$	—
Interest credited to policyholder account	$	—		$	—		$	—		$	—		$	—
Included in other comprehensive income (loss)	$	792		$	1,022		$	—		$	—		$	—
	Six Months Ended June 30, 2012
	Future Policy Benefits
	(in thousands)
Fair value, beginning of period assets/(liabilities)	$	(1,783,595	)
Total gains or (losses) (realized/unrealized):
Included in earnings:
Total realized investment gains (losses), net		104,631
Purchases		—
Sales		—
Issuances		(116,751	)
Settlements		—
Transfers into Level 3 (1)		—
Transfers out of Level 3 (1)		—
Fair Value, end of period assets/(liabilities)	$	(1,795,715	)
Unrealized gains (losses) for the period relating to those Level 3 assets that were still held by the Company at the end of the period (2):
Included in earnings:
Total realized investment gains (losses), net	$	78,346
Interest credited to policyholders’ account balances	$	—
Included in other comprehensive income (loss)	$	—

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

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

30

Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements

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

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

	Three Months Ended June 30, 2011
	Fixed Maturities Available-For- Sale - Corporate Securities			Fixed Maturities Available-For- Sale - Asset Backed Securities			Equity Securities - Available-For- Sale			Other Long-Term Investments			Reinsurance Recoverable (3)
	(in thousands)
Fair value, beginning of period assets/(liabilities)	$	101,585		$	54,515		$	977		$	244		$	(19,884	)
Total gains or (losses) (realized/unrealized):
Included in earnings:
Total realized investment gains (losses), net		10			—			—			(58	)		84,761
Included in other comprehensive income (loss)		1,785			369			(1	)		—			—
Net investment income		1,124			124			—			—			—
Purchases		7,302			—			—			—			53,758
Sales		—			—			(746	)		—			—
Issuances		—			—			—			—			—
Settlements		(902	)		(1,119	)		—			—			—
Transfers into Level 3 (1)		4,308			—			—			—			—
Transfers out of Level 3 (1)		(21,512	)		—			—			—			—
Fair value, end of period assets/(liabilities)	$	93,700		$	53,889		$	230		$	186		$	118,635
Unrealized gains (losses) for the period relating to those Level 3 assets that were still held by the Company at the end of the period (2):
Included in earnings:
Realized investment gains (losses), net	$	—		$	—		$	—		$	(56	)	$	85,394
Asset management fees and other income	$	—		$	—		$	—		$	—		$	—
Included in other comprehensive income (loss)	$	1,785		$	369		$	(1	)	$	—		$	—
	Three Months Ended June 30, 2011
	Future Policy Benefits
	(in thousands)
Fair value, beginning of period assets/(liabilities)	$	48,529
Total gains or (losses) (realized/unrealized):
Included in earnings:
Total realized investment gains (losses), net		(87,815	)
Purchases		—
Issuances		(56,317	)
Transfers into Level 3 (1)		—
Transfers out of Level 3 (1)		—
Fair value, end of period assets/(liabilities)	$	(95,603	)
Unrealized gains (losses) for the period relating to Level 3 assets that were still held by the Company at the end of the period (2):
Included in earnings:
Total realized investment gains (losses), net	$	(88,232	)
Interest credited to policyholders’ account balances	$	—
Included in other comprehensive income (loss)	$	—

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

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

(3) Reinsurance Recoverable classified as Other Liabilities at March 31, 2011 were reclassified to Other Assets-Reinsurance Recoverable at June 30, 2011 as they were in a net asset position.

31

Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements

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

	Six Months Ended June 30, 2011
	Fixed Maturities Available-For- Sale - Corporate Securities			Fixed Maturities Available-For- Sale - Asset Backed Securities			Equity Securities - Available-For- Sale			Other Long- Term Investments		Reinsurance Recoverable
	(in thousands)
Fair value, beginning of period assets/(liabilities)	$	74,255		$	53,858		$	—		$	—	$	186,735
Total gains or (losses) (realized/unrealized):
Included in earnings:
Total realized investment gains (losses), net		35			—			—			186		(174,132	)
Included in other comprehensive income (loss)		540			1,132			1			—		—
Net investment income		2,237			241			—			—		—
Purchases		8,252			—			—			—		106,032
Sales		—			—			(747	)		—		—
Issuances		—			—			—			—		—
Settlements		(1,644	)		(1,342	)		—			—		—
Transfers into Level 3 (1)		31,537			—			976			—		—
Transfers out of Level 3 (1)		(21,512	)		—			—			—		—
Fair value, end of period assets/(liabilities)	$	93,700		$	53,889		$	230		$	186	$	118,635
Unrealized gains (losses) for the period relating to those Level 3 assets that were still held by the Company at the end of the period (2):
Included in earnings:
Realized investment gains (losses), net	$	—		$	—		$	—		$	162	$	(169,271	)
Asset management fees and other income	$	—		$	—		$	—		$	—	$	—
Included in other comprehensive income (loss)	$	534		$	1,132		$	1		$	—	$	—
	Six Months Ended June 30, 2011
	Future Policy Benefits
	(in thousands)
Fair value, beginning of period assets/(liabilities)	$	(164,283	)
Total gains or (losses) (realized/unrealized):
Included in earnings:
Total realized investment gains (losses), net		179,758
Purchases		—
Issuances		(111,078	)
Transfers into Level 3 (1)		—
Transfers out of Level 3 (1)		—
Fair value, end of period assets/(liabilities)	$	(95,603	)
Unrealized gains (losses) for the period relating to Level 3 assets that were still held by the Company at the end of the period (2):
Included in earnings:
Total realized investment gains (losses), net	$	175,186
Interest credited to policyholders’ account balances	$	—
Included in other comprehensive income (loss)	$	—

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

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

32

Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements

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

Fair Value of Financial Instruments

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

	June 30, 2012										December 31, 2011
	Fair Value								Carrying Amount (1)		Fair Value		Carrying Amount
	Level 1		Level 2		Level 3		Total		Total		Total		Total
	(in thousands)
Assets:
Commercial mortgage and other loans	$	—	$	—	$	507,859	$	507,859	$	463,388	$	490,151	$	449,359
Policy loans		—		—		13,880		13,880		13,880		14,316		14,316
Cash		1,497		—		—		1,497		1,497		749		749
Accrued investment income		—		51,151		—		51,151		51,151		59,033		59,033
Other assets		—		48,510		—		48,510		48,510		12,237		12,237
Total assets	$	1,497	$	99,661	$	521,739	$	622,897	$	578,426	$	576,486	$	535,694
Liabilities:
Policyholders’ Account Balances - Investment contracts	$	—	$	—	$	70,824	$	70,824	$	69,683	$	66,659	$	66,176
Cash collateral for loaned securities		—		42,872		—		42,872		42,872		125,884		125,884
Short-term debt		—		73,918		—		73,918		73,918		27,803		27,803
Long-term debt		—		635,651		—		635,651		600,000		627,415		600,000
Other liabilities		—		110,302		—		110,302		110,302		169,139		169,139
Separate account liabilities - investment contracts		—		1,082		—		1,082		1,082		1,192		1,192
Total liabilities	$	—	$	863,825	$	70,824	$	934,649	$	897,857	$	1,018,092	$	990,194

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

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

33

Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements

Commercial Mortgage and Other Loans

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

Policy Loans

Policy Loans carrying value approximates fair value.

Cash

The Company monitors cash to ensure there is sufficient demand and maintenance of sufficient solvency in the depository institutions. As such, due to the short term maturities of cash, the Company believes that carrying value approximates fair value.

Accrued Investment Income

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

Other Assets

Other assets included in the table above reflect those assets that meet the definition of financial instruments. They include receivables, such as unsettled trades and accounts receivable. The Company believes that carrying value approximates fair value due to the short term until settlement of most of these assets.

Policyholders’ Account Balances – Investment Contracts

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

Short-Term and Long-Term Debt

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

Cash Collateral for Loaned Securities

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

Other Liabilities

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

Separate Account Liabilities – Investment Contracts

Only the portion of separate account liabilities related to products that are investments contracts are reflected in the table above. Separate account liabilities are recorded at the amount credited to the contractholder, which equals the change in fair value of the corresponding separate account assets including contracholder deposit less withdrawals and fees. Therefore, carrying value approximates fair value.

34

Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements

5. DERIVATIVE INSTRUMENTS

Types of Derivative Instruments and Derivative Strategies

Interest Rate Contracts

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

Equity Contracts

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

Foreign Exchange Contracts

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

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

Credit Contracts

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

Embedded Derivatives

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

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

The fair value of the living benefit feature embedded derivatives included in “Future policy benefits” was a liability of $1,796 million and $1,784 million as of June 30, 2012 and December 31, 2011, respectively. The fair value of the embedded derivatives related to the reinsurance of certain of these benefits to Pruco Re and Prudential Insurance included in “Reinsurance recoverables” was an asset of $1,761 million and $1,748 million as of June 30, 2012 and December 31, 2011, respectively.

35

Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements

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

	June 30, 2012							December 31, 2011
	Notional Amount		Fair Value					Notional Amount		Fair Value
			Assets		Liabilities					Assets		Liabilities
	(in thousands)
Qualifying Hedges
Currency/Interest Rate
Currency/Interest Rate	$	55,053	$	1,267	$	(1,191	)	$	47,702	$	867	$	(1,796	)
Total Qualifying Hedges	$	55,053	$	1,267	$	(1,191	)	$	47,702	$	867	$	(1,796	)
Non-qualifying Hedges
Interest Rate
Non Currency Swaps	$	1,767,950	$	171,984	$	(8,183	)	$	1,752,950	$	162,428	$	(8,546	)
Currency/Interest Rate
Foreign Currency Swaps		64,146		3,444		(3,212	)		62,280		2,852		(4,975	)
Credit
Credit Default Swaps		345,050		1,129		(1,760	)		399,050		1,737		(2,165	)
Equity
Equity Non Currency		213,869		2,261		(4,090	)		199,446		1,067		(4,838	)
Equity Options		9,464,450		35,502		(18,743	)		2,798,732		23,161		(17,692	)
Total Non-Qualifying Hedges	$	11,855,465	$	214,320	$	(35,988	)	$	5,212,458	$	191,245	$	(38,216	)
Total Derivatives (1)	$	11,910,518	$	215,587	$	(37,179	)	$	5,260,160	$	192,112	$	(40,012	)

(1) Excludes embedded derivatives which contain multiple underlyings. The fair value of these embedded derivatives was a liability of $1,796 million as of June 30, 2012 and a liability of $1,787 million as of December 31, 2011 included in “Future policy benefits” and “Fixed maturities, available-for-sale”, respectively.

Cash Flow Hedges

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

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

	Three Months Ended June 30, 2012
	Realized Investment Gains/(Losses)			Net Investment Income			Other Income		Accumulated Other Comprehensive Income (1)
	(in thousands)
Qualifying hedges
Cash flow hedges
Currency/Interest Rate	$	—		$	(33	)	$	32	$	2,263
Total qualifying hedges		—			(33	)		32		2,263
Non-qualifying hedges
Interest Rate		47,230			—			—		—
Currency/Interest Rate		2,306			—			39		—
Credit		94			—			—		—
Equity		5,644			—			—		—
Embedded Derivatives (2)		(27,354	)		—			—		—
Total non-qualifying hedges		27,920			—			39		—
Total	$	27,920		$	(33	)	$	71	$	2,263

(1) Amounts deferred in accumulated other comprehensive income (loss).

(2) Primarily includes the following for the three months ended June 30, 2012, respectively: 1) mark-to-market on embedded derivatives of $575 million; 2) fees ceded of $66 million; offset by 3) change in reinsurance recoverable of $556 million; and 4) fees attributed to embedded derivative of $58 million.

36

Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements

	Six Months Ended June 30, 2012
	Realized Investment Gains/(Losses)			Net Investment Income			Other Income		Accumulated Other Comprehensive Income (1)
	(in thousands)
Qualifying hedges
Cash flow hedges
Currency/Interest Rate	$	—		$	(74	)	$	34	$	1,062
Total cash flow hedges		—			(74	)		34		1,062
Non-qualifying hedges
Interest Rate		25,854			—			—		—
Currency/Interest Rate		1,150			—			27		—
Credit		193			—			—		—
Equity		(27,193	)		—			—		—
Embedded Derivatives (2)		(14,680	)		—			—		—
Total non-qualifying hedges		(14,676	)		—			27		—
Total	$	(14,676	)	$	(74	)	$	61	$	1,062

(1) Amounts deferred in accumulated other comprehensive income (loss).

(2) Primarily includes the following for the six months ended June 30, 2012, respectively: 1) mark-to-market on embedded derivatives of $12 million; 2) fees ceded of $133 million; offset by 3) change in reinsurance recoverable of $14 million; and 4) fees attributed to embedded derivative of $117 million.

	Three Months Ended June 30, 2011
	Realized Investment Gains/(Losses)			Net Investment Income			Other Income			Accumulated Other Comprehensive Income (1)
	(in thousands)
Qualifying hedges
Cash flow hedges
Currency/Interest Rate	$	—		$	(31	)	$	(15	)	$	(674	)
Total qualifying hedges		—			(31	)		(15	)		(674	)
Non-qualifying hedges
Interest Rate		17,592			—			—			—
Currency/Interest Rate		(1,019	)		—			—			—
Credit		323			—			—			—
Equity		(4,311	)		—			—			—
Embedded Derivatives (2)		(17,917	)		—			—			—
Total non-qualifying hedges		(5,332	)		—			—			—
Total	$	(5,332	)	$	(31	)	$	(15	)	$	(674	)

(1) Amounts deferred in accumulated other comprehensive income (loss).

(2) Primarily includes the following for the three months ended June 30, 2011, respectively: 1) mark-to-market on embedded derivatives of $144 million; 2) fees ceded of $69 million; offset by 3) change in reinsurance recoverable of $139 million; and 4) fees attributed to embedded derivative of $56 million.

37

Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements

	Six Months Ended June 30, 2011
	Realized Investment Gains/(Losses)			Net Investment Income			Other Income			Accumulated Other Comprehensive Income (1)
	(in thousands)
Qualifying hedges
Cash flow hedges
Currency/Interest Rate	$	—		$	(39	)	$	(51	)	$	(1,738	)
Total cash flow hedges		—			(39	)		(51	)		(1,738	)
Non-qualifying hedges
Interest Rate		15,428			—			—			—
Currency/Interest Rate		(2,795	)		—			—			—
Credit		611			—			—			—
Equity		(13,916	)		—			—			—
Embedded Derivatives (2)		(21,608	)		—			—			—
Total non-qualifying hedges		(22,280	)		—			—			—
Total	$	(22,280	)	$	(39	)	$	(51	)	$	(1,738	)

(1) Amounts deferred in accumulated other comprehensive income (loss).

(2) Primarily includes the following for the six months ended June 30, 2011, respectively: 1) mark-to-market on embedded derivatives of $(69) million; 2) fees ceded of $125 million; offset by 3) change in reinsurance recoverable of $(68) million; and 4) fees attributed to embedded derivative of $111 million.

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

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

	(in thousands)
Balance, December 31, 2011	$	(962	)
Net deferred gains on cash flow hedges from January 1 to June 30, 2012		1,026
Amount reclassified into current period earnings		40
Balance, June 30, 2012	$	104

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

38

Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements

Credit Derivatives Written

The following table sets forth the composition of the Company’s credit derivatives where it has written credit protection, excluding embedded derivatives contained in externally-managed investments in European markets, by industry category as of the dates indicated.

	June 30, 2012				December 31, 2011
Industry	Notional		Fair Value		Notional		Fair Value
	(in thousands)
Corporate Securities:
Energy	$	20,000	$	76	$	20,000	$	101
Finance		—		—		54,000		95
Manufacturing		230,000		838		230,000		1,145
Retail		20,000		80		20,000		120
Services		20,000		51		20,000		72
Transportation		25,000		80		25,000		106
Total Credit Derivatives	$	315,000	$	1,125	$	369,000	$	1,640

The Company writes credit derivatives under which the Company is obligated to pay a related party counterparty the referenced amount of the contract and receive in return the defaulted security or similar security. The Company’s maximum amount at risk under these credit derivatives, assuming the value of the underlying referenced securities become worthless, is $315 million and $369 million notional of credit default swap (“CDS”) selling protection with an associated fair value of $1.1 million and $1.6 million, at June 30, 2012 and December 31, 2011, respectively. These credit derivatives generally have maturities of less than 5 years. At December 31, 2011, the underlying credits had NAIC designation ratings of 1 and 2.

The Company holds certain externally-managed investments in the European market which contain embedded derivatives whose fair value are primarily driven by changes in credit spreads. These investments are medium term notes that are collateralized by investment portfolios primarily consisting of investment grade European fixed income securities, including corporate bonds and asset-backed securities, and derivatives, as well as varying degrees of leverage. The notes have a stated coupon and provide a return based on the performance of the underlying portfolios and the level of leverage. The Company invests in these notes to earn a coupon through maturity, consistent with its investment purpose for other debt securities. The notes are accounted for under U.S. GAAP as available-for-sale fixed maturity securities with bifurcated embedded derivatives (total return swaps). Changes in the value of the fixed maturity securities are reported in Equity under the heading “Accumulated other comprehensive income (loss)” and changes in the market value of the embedded total return swaps are included in current period earnings in “Realized investment gains (losses), net.” The Company’s maximum exposure to loss from these interests was $0 million and $7 million at June 30, 2012 and December 31, 2011, respectively. The fair value of the embedded derivatives included in “Fixed maturities, available-for-sale” was a liability of $0 million and $3 million at June 30, 2012 and December 31, 2011, respectively.

In addition to writing credit protection, the Company has purchased credit protection using credit derivatives in order to hedge specific credit exposures in the Company’s investment portfolio. As of June 30, 2012 and December 31, 2011, the Company had $30 million of outstanding notional amounts, respectively reported at fair value as a liability of $2 million, respectively.

Credit Risk

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

The Company has credit risk exposure to an affiliate, PGF related to its OTC derivative transactions. PGF manages credit risk with external counterparties by entering into derivative transactions with highly rated major international financial institutions and other creditworthy counterparties, and by obtaining collateral where appropriate, see Note 7.

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

6. CONTINGENT LIABILITIES AND LITIGATION

Commitments

The Company had made commitments to fund $5.2 million of commercial loans as of June 30, 2012. The Company also made commitments to purchase or fund investments, mostly private fixed maturities, of $14.5 million as of June 30, 2012.

39

Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements

Contingent Liabilities

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

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

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

Litigation and Regulatory Matters

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

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

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

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

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

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

40

Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements

regarding the Company’s use of the SSMDF and its claim handling procedures and the Company is one of several companies subpoenaed by the Minnesota Department of Commerce, Insurance Division. In February 2012, the Massachusetts Office of the Attorney General requested information regarding the Company’s unclaimed property procedures.

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

7. RELATED PARTY TRANSACTIONS

The Company is a party to numerous transactions and relationships with its affiliate Prudential Insurance and other affiliates. It is possible that the terms of these transactions are not the same as those that would result from transactions among unrelated parties.

Expense Charges and Allocations

Many of the Company’s expenses are allocations or charges from Prudential Insurance or other affiliates.

The Company’s general and administrative expenses are charged to the Company using allocation methodologies based on business processes. Management believes that the methodology is reasonable and reflects costs incurred by Prudential Insurance to process transactions on behalf of the Company. The Company operates under service and lease agreements whereby services of officers and employees, supplies, use of equipment and office space are provided by Prudential Insurance. General and administrative expenses also include allocations of stock compensation expenses related to a stock option program and a deferred compensation program sponsored by Prudential Financial.

The Company is charged for its share of employee benefits expenses. These expenses include costs for funded and non-funded contributory and non-contributory defined benefit pension plans. Some of these benefits are based on earnings and length of service. Other benefits are based on an account balance, which takes into consideration age, service and earnings during career. The Company’s share of net expense for the pension plans was $0.7 million and $0.8 million for the three months ended June 30, 2012 and 2011, respectively and $1.5 million and $1.5 million for the six months ended June 30, 2012 and 2011, respectively.

Prudential Insurance sponsors voluntary savings plans for the Company’s employees (“401(k) plans”). The 401(k) plans provide for salary reduction contributions by employees and matching contributions by the Company of up to 4% of annual salary. The expense charged to the Company for the matching contribution to the 401(k) plans was $0.3 million and $0.4 million for the three months ended June 30, 2012 and 2011, respectively and $0.7 million and $0.7 million for the six months ended June 30, 2012 and 2011, respectively.

Debt Agreements

Short-term and Long-term Debt

The Company is authorized to borrow funds up to $2 billion from Prudential Financial and its affiliates to meet its capital and other funding needs. The Company had $73.9 million and $27.8 million of short-term debt outstanding with Prudential Funding, LLC as of June 30, 2012 and December 31, 2011, respectively. Total interest expense on short-term affiliated debt to the Company was $65 thousand and $86 thousand for the three months ended June 30, 2012 and 2011, respectively and $158 thousand and $163 thousand for the six months ended June 30, 2012 and 2011, respectively.

The Company had long-term debt of $600 million outstanding with Prudential Financial as of June 30, 2012 and December 31, 2011. This loan has a fixed interest rate of 4.49% and matures on December 29, 2014. Total interest expense on affiliated long-term debt was $6.7 million and $9.0 million for the three months ended June 30, 2012 and 2011, respectively and $13.5 million and $18.0 million for the six months ended June 30, 2012 and 2011, respectively.

At June 30, 2011 the Company had a $175 million loan from Prudential Financial. This loan had an interest rate of 5.18%. The balance of this loan was paid off on December 14, 2011. Total interest expense on this loan was $2.3 million and $4.5 million for the three months and six months ended June 30, 2011, respectively.

Reinsurance Agreements

The Company uses reinsurance as part of its risk management and capital management strategies for certain of its optional living benefit features.

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Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements

The following table provides information relating to fees ceded under these agreements which are included in “Realized investment gains (losses), net” on the Unaudited Interim Statement of Operations and Comprehensive Income for the dates indicated:

	Three Months Ended				Six Months Ended
	June 30,		June 30,		June 30,		June 30,
	2012		2011		2012		2011
	(in thousands)
Pruco Reinsurance
Effective August 24, 2009
Highest Daily Lifetime 6 Plus (“HD6 Plus”)	$	12,253	$	12,403	$	24,449	$	23,402
Spousal Highest Daily Lifetime 6 Plus (“SHD6”)		5,296		5,284		10,579		9,965
Effective June 30, 2009
Highest Daily Lifetime 7 Plus (“HD7 Plus”)		12,961		12,868		25,970		24,944
Spousal Highest Daily Lifetime 7 Plus (“SHD7 Plus”)		6,857		6,776		13,695		13,062
Effective March 17, 2008
Highest Daily Lifetime 7 (“HD7”)		7,346		7,347		14,778		14,624
Spousal Highest Daily Lifetime 7 (“SHD7”)		2,262		2,241		4,536		4,465
Guaranteed Return Option Plus (“GRO Plus” & “GRO Plus II”) (1)		2,144		2,339		4,316		4,334
Highest Daily Guaranteed Return Option (“HD GRO”) (1)		832		874		1,679		1,741
Highest Daily Guaranteed Return Option (“HD GRO II”) (1)		845		850		1,691		1,631
Effective Since 2006
Highest Daily Lifetime Five (“HDLT5”)		3,314		3,548		6,666		7,133
Spousal Lifetime Five (“SLT5”)		2,647		2,882		5,321		5,739
Effective Since 2005
Lifetime Five (“LT5”) (2)		8,653		9,547		17,412		19,048
Guaranteed Return Option (“GRO”)		546		1,223		1,107		2,454
Total Fees Ceded to Pruco Reinsurance	$	65,956	$	68,182	$	132,199	$	132,542
Prudential Insurance
Effective Since 2004
Guaranteed Minimum Withdrawal Benefit (“GMWB”)		364		513		750		1,056
Total Fees Ceded to Prudential Insurance	$	364	$	513	$	750	$	1,056
Total Fees Ceded	$	66,320	$	68,695	$	132,949	$	133,598

(1) GRO Plus and HD GRO were amended effective January 1, 2010 to include an amended version of the GRO Plus and HD GRO benefit features (GRO Plus II and HD GRO II).

(2) Effective August 1, 2007, the Company amended this coinsurance agreement to include the reinsurance of business sold prior to May 6, 2005 that was previously reinsured to Prudential Insurance.

The Company’s reinsurance recoverables related to the above product reinsurance agreements were $1,762 million and $1,748 million as of June 30, 2012 and December 31, 2011, respectively. Realized gains ceded related to the mark-to-market on the reinsurance recoverables were $490 million and $70 million for the three months ended June 30, 2012 and 2011, respectively. Realized losses ceded were $119 million and $193 million for the six months ended June 30, 2012 and 2011, respectively. Changes in realized gains and losses ceded for the 2012 and 2011 periods were primarily due to changes in market conditions. The underlying asset is reflected in “Reinsurance recoverables” in the Company’s Unaudited Interim Statements of Financial Position.

Affiliated Asset Administration Fee Income

In accordance with an agreement with AST Investment Services, Inc., formerly known as American Skandia Investment Services, Inc, the Company receives fee income calculated on contractholder separate account balances invested in the Advanced Series Trust, formerly known as American Skandia Trust. Income received from AST Investment Services, Inc. related to this agreement was $55.8 million and $64.9 million, for the three months ended June 30, 2012 and 2011, respectively and $112.9 million and $129.5 million for the six months ended June 30, 2012 and 2011, respectively. These revenues are recorded as “Asset administration fees and other income” in the Unaudited Interim Statements of Operations and Comprehensive Income.

Derivative Trades

In its ordinary course of business, the Company enters into OTC derivative contracts with an affiliate, PGF. For these OTC derivative contracts, PGF has a substantially equal and offsetting position with an external counterparty.

Purchase/sale of fixed maturities and commercial mortgage loans from/to an affiliate

During the second and fourth quarters of 2011, the Company sold fixed maturity securities to an affiliated company in various transactions. These securities had an amortized cost of $142.5 million and a fair value of $150.9 million. The net difference between historic amortized cost and the fair value was $8.4 million and was recorded as a realized investment gain on the Company’s Unaudited Interim Statement of Operations and Comprehensive Income. During the second quarter of 2011 the Company also sold commercial mortgage loans to an affiliated company. These loans had an amortized cost of $48.9 million and a fair value of $54.2 million. The net difference between historic amortized cost and the fair value was $5.3 million and was recorded as a realized gain on the Company’s Unaudited Interim Statement of Operations and Comprehensive Income.

During first quarter of 2012, the Company sold fixed maturity securities to Prudential Financial. These securities had an amortized cost of $123.1 million and a fair value of $141.0 million. The net difference between historic amortized cost and the fair value was accounted for as an increase of $10.6 million to additional paid-in capital, net of taxes.

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

Prudential Annuities Life Assurance Corporation meets the conditions set forth in General Instruction H(1)(a) and (b) on Form 10-Q and is therefore filing this form with the reduced disclosure format.

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

General

The Company was established in 1988 and has been a significant provider of variable annuity contracts for the individual market in the United States. The Company’s products have been sold primarily to individuals to provide for long-term savings and retirement needs and to address the economic impact of premature death, estate planning concerns and supplemental retirement income. The investment performance of the registered investment companies supporting the variable annuity contracts, which is principally correlated to equity market performance, can significantly impact the market for the Company’s products.

Products

The Company has sold a wide array of annuities, including deferred and immediate variable annuities that are registered with the United States Securities and Exchange Commission (the “SEC”), which may also include (1) fixed interest rate allocation options, subject to a market value adjustment, and registered with the SEC, and (2) fixed-rate allocation options not subject to a market value adjustment and not registered with the SEC. In addition, the Company has a relatively small in force block of variable life insurance policies, but it no longer actively sells such policies.

Beginning in March 2010, the Company ceased offering its existing variable and fixed annuity products (and where offered, the companion market value adjustment option) to new investors upon the launch of a new product line in each of Pruco Life Insurance Company and Pruco Life Insurance Company of New Jersey (which are affiliates of the Company within the Prudential Annuities business unit of Prudential Financial, Inc. (“Prudential Financial”)). However, subject to applicable contractual provisions and administrative rules, the Company continues to accept certain subsequent purchase payments on inforce contracts under existing annuity products.

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

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

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

As of June 30, 2012 approximately $39.0 billion or 82% of total variable annuity account values contain a living benefit feature, compared to approximately $38.6 billion or 81% as of December 31, 2011. As of June 30, 2012 approximately $31.0 billion or 80% of variable annuity account values with living benefit features included an asset transfer feature in the product design, compared to approximately $30.6 billion or 79% as of

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December 31, 2011. The asset transfer feature, included in the design of certain optional living benefits, transfers assets between certain variable investments selected by the annuity contractholder and, depending on the benefit feature, a fixed rate account in the general account or a bond portfolio within a separate account. The asset transfer feature associated with the most recently sold products transfers assets between certain variable investments selected by the annuity contractholder and a designated bond portfolio within the separate account. The transfers are based on the static mathematical formula used with the particular optional benefit which considers a number of factors, including the impact of investment performance on the contractholder’s total account value. In general, negative investment performance may result in transfers to either a fixed rate account in the general account or a bond portfolio within the separate account, and positive investment performance may result in transfers to contractholder-selected variable investments. Overall, the asset transfer feature helps to mitigate our exposure to equity market risk and market volatility. Other product design elements we utilize for certain products to manage these risks include asset allocation restrictions and minimum issuance age requirements.

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

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

Significant Accounting Policies

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

Application of Critical Accounting Estimates

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

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

• Deferred policy acquisition and other costs, including value of business acquired;

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

• Policyholder liabilities;

• Taxes on income; and

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

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

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

Changes in Financial Position

2012 versus 2011

Total assets decreased by $0.1 billion, from $52.3 billion at December 31, 2011 to $52.2 billion at June 30, 2012. Total investments decreased $624 million primarily related to asset sales associated with policyholder liability surrenders and the asset transfer feature which moved customer account values to the separate account due to favorable markets in 2012. DAC and DSI decreased by $79 million and $48 million, respectively, resulting primarily from expected amortization related to the runoff of the inforce block. Partially offsetting these decreases, separate account assets increased $703 million primarily driven by market appreciation, partially offset by net outflows as a result of the discontinuation of new sales beginning in March 2010, discussed above.

Total liabilities increased by $0.1 billion, from $51.2 billion at December 31, 2011 to $51.3 billion at June 30, 2012. Separate account liabilities increased by $703 million offsetting the increase in separate accounts assets above. Partially offsetting the above increase was a $528 million decrease in Policyholder’s account balance driven by account value run off due to the discontinuation of new sales and the asset transfer feature which moved customer account values to the separate account due to favorable markets as discussed above.

Stockholder’s equity decreased by $115 million from $1,021 million at December 31, 2011 to $906 million at June 30, 2012. The decrease in stockholder’s equity was primarily driven by a $248 million dividend to PFI, partially offset by the Company’s net income of $135 million.

Results of Operations

2012 versus 2011 Three Month Comparison

Net Income

Net income decreased $272 million from $35 million for the second quarter of 2011 to a loss of $237 million for the second quarter of 2012. The decrease was driven by a $386 million decrease in income from operations before income taxes, as discussed below, partially offset by a $114 million decrease in income tax expense.

The decrease in income from operations before taxes was primarily driven by higher amortization of DAC and DSI primarily related to the impact of the mark-to-market of the reinsured liability for living benefit embedded derivatives and related hedge positions, as discussed below. Also contributing to the decrease was an unfavorable variance related to adjustments to the amortization of DAC and DSI, and to the reserves for the GMDB and GMIB features of our variable annuity products, primarily driven by the impact to the estimated profitability of the business of quarterly adjustments to reflect current period market performance and experience. Results for both years include the impact of these items which are discussed in more detail below.

Excluding items discussed above, income from operations before taxes decreased $22 million compared to second quarter of 2011 primarily driven by a decline in fees driven by lower average annuity account values invested in the separate account driven by negative net flows as a result of contractholder surrenders. There are limited offsetting inflows due to the discontinuation of new sales discussed above.

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

As mentioned above, included in the unfavorable variance from higher amortization of DAC and DSI, was $330 million of higher amortization primarily related to the impact of the mark-to-market of the reinsured liability for living benefit embedded derivatives and related hedge positions. This impact primarily relates to changes in the valuation of the reinsured living benefit liabilities in the second quarter of 2012 related to NPR gains, which we and the reinsurance affiliate believe to be non-economic, and choose not to hedge, as discussed above, partially offset by losses driven by differences between the change in fair value of the hedge target liability and the change in the fair value of the hedge assets in the reinsurance affiliate due to unfavorable market conditions in the second quarter of 2012.

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

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As shown in the following table, the loss from operations for the second quarter 2012 included $58 million of charges from adjustments to the amortization of DAC/DSI and the reserves for the GMDB and GMIB features of our variable annuity products compared to $18 million of charges in the second quarter of 2011.

	Three Months Ended June 30, 2012									Three Months Ended June 30, 2011
	Amortization of DAC and Other Costs (1)			Reserves for GMDB / GMIB (2)			Total			Amortization of DAC and Other Costs (1)			Reserves for GMDB / GMIB (2)			Total
	(in thousands)
Quarterly market performance adjustment	$	(24,905	)	$	(17,996	)	$	(42,901	)	$	(7,059	)	$	(2,387	)	$	(9,446	)
Quarterly adjustment for current period experience (3)		(13,939	)		(1,143	)		(15,082	)		(8,711	)		(231	)		(8,942	)
Total	$	(38,844	)	$	(19,139	)	$	(57,983	)	$	(15,770	)	$	(2,618	)	$	(18,388	)

(1) Amounts reflect (charges) or benefits for (increases) or decreases, respectively, in the amortization of deferred policy acquisition, or DAC, and other costs.

(2) Amounts reflect (charges) or benefits for reserve (increases) or decreases, respectively, related to the guaranteed minimum death and income benefit, or GMDB / GMIB, features of our variable annuity products.

(3) Represents the impact of differences between actual gross profits for the period and the previously estimated expected gross profits for the period, as well as updates for current and future expected claims costs associated with the GMDB/GMIB features of our variable annuity products.

The $43 million and $9 million of net charges in the second quarter of 2012 and 2011, respectively, shown in the table above, relating to the quarterly market performance adjustments are attributable to changes to our estimate of total gross profits to reflect actual fund performance.

	2012			2011
	Second Quarter			Second Quarter
Actual rate of return		(1.7	)%		0.8	%
Expected rate of return		1.6	%		1.5	%

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

We derive our near-term future rate of return assumptions using a reversion to the mean approach, a common industry practice. Under this approach, we consider actual returns over a period of time and initially adjust projected returns over the next four years (the “near-term”) so that the assets are projected to grow at the long-term expected rate of return for the entire period. The near-term future projected blended rate of return across all contract groups is 7.2% per annum as of June 30, 2012, or approximately 1.8% per quarter.

The $15 million and $9 million of net charges in the second quarter of 2012 and 2011, respectively, shown in the table above, reflect the quarterly adjustments for current period experience and other updates, also referred to as experience true-up adjustments. The unfavorable variance related to the amortization of DAC and other costs was primarily driven by the difference in the change of the fair value of the hedge target liability and the change in the fair value of the hedge assets in the reinsurance affiliate, as discussed above.

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

Revenues

Revenues decreased $28 million, from $403 million for the second quarter of 2011 to $375 million for the second quarter of 2012.

Policy charges and fee income and Asset management fees and other income decreased by $24 million from $290 million for the second quarter of 2011 to $266 million for the second quarter of 2012. The decrease was primarily driven by a lower fees and asset management income due to lower average variable annuity asset balances in the second quarter of 2012 invested in the separate accounts due to negative net flows as a result of contractholder surrenders. There are limited offsetting inflows due to the discontinuation of new sales. Partially offsetting these decreases, were lower market value adjustments paid to contractholders related to the Company’s market value adjusted investments option (“MVA”) driven by differences in market conditions and transfers of assets due to the asset transfer feature.

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Net investment income decreased $8 million from $77 million for the second quarter of 2011 to $69 million for the second quarter of 2012 as a result of lower reinvestment yields over the past year due to the lower interest rate environment.

Realized investment gains/losses, net, increased by $5 million from $30 million for second quarter of 2011 to $35 million for the second quarter of 2012. This increase was primarily driven by a favorable variance related to higher than prior year quarter NPR gains due to the mark-to-market of the non-reinsured living benefit embedded derivative liabilities, partially offset by higher realized losses due to increased trading activity due to market conditions and transfers of assets due to the asset transfer feature.

Benefits and Expenses

Benefits and expenses increased $358 million from $358 million for the second quarter of 2011 to $716 million for the second quarter of 2012.

Amortization of deferred policy acquisition costs increased by $224 million, from $117 million for the second quarter of 2011 to $341 million for second quarter of 2012, primarily due to higher DAC amortization related to the impact of the mark-to-market of the reinsured liability for living benefit embedded derivatives and related hedge positions and the impact of our quarterly adjustments to reflect current period experience and market performance, as discussed above.

Interest credited to policyholders’ account balances increased $123 million, from $104 million for the second quarter of 2011 to $227 million for second quarter of 2012, due to higher DSI amortization primarily related to the impact of the mark-to-market of the reinsured liability for living benefit embedded derivatives and related hedge positions and the impact of our quarterly adjustments to reflect current period experience and market performance as discussed above. Also, interest credited to policyholders’ account balances decreased due to lower average crediting rates due to crediting rate resets.

Policyholders’ benefits increased $14 million, from $27 million for the second quarter of 2011 to $41 million for the second quarter of 2012, primarily due to the adjustments to the reserves for the GMDB/GMIB benefit features of our variable annuity products to reflect current period experience and market performance, as discussed above.

2012 versus 2011 Six Month Comparison

Net Income

Net income decreased $21 million from $156 million for the six months ended June 30, 2011 to $135 million for the six months ended June 30, 2012. The decrease is driven by a $15 million lower income from operations before income taxes and a $6 million increase in income tax expense as discussed below.

The decrease in income from operations before taxes was driven by a decrease of $77 million in fee income, due to lower average variable annuity asset balances in 2012 invested in separate accounts due negative net flows as a result of contractholder surrenders. Partially offsetting the above decrease in income from operations before income taxes was a favorable variance from lower amortization of DAC and other costs primarily related to the impact of the mark-to-market of the reinsured liability for living benefit embedded derivatives and related hedge positions, as discussed in more detail below. Also serving as a partial offset was a favorable variance related to adjustments to the reserves for the guaranteed minimum death (“GMDB”) and income benefit (“GMIB”) features of our variable annuity products and deferred policy acquisition and other costs. These adjustments are discussed in more detail below.

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

As mentioned above, included in the favorable variance from lower amortization of DAC and DSI, was $25 million of lower amortization primarily related to the impact of the mark-to-market of the reinsured liability for living benefit embedded derivatives and related hedge positions. Lower amortization primarily relates to changes in the valuation of the reinsured living benefit liabilities in 2012 related NPR, which we and the reinsurance affiliate believe to be non-economic, and choose not to hedge, as discussed above, and differences between the change in the fair value of the hedge target liability and the change in the fair value of the hedge assets in the reinsurance affiliate due to differences in market performance.

As shown in the following table, the loss from operations for the six months ended June 30, 2012 included $34 million of benefits from adjustments to the amortization of DAC/DSI and the reserves for the GMDB and GMIB features of our variable annuity products compared to $5 million of charges for the six months ended June 30, 2011.

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	Six Months Ended June 30, 2012						Six Months Ended June 30, 2011
	Amortization of DAC and Other Costs (1)		Reserves for GMDB / GMIB (2)		Total		Amortization of DAC and Other Costs (1)			Reserves for GMDB / GMIB (2)		Total
	(in thousands)
Quarterly market performance adjustment	$	6,237		13,079	$	19,316	$	2,192			4,835	$	7,027
Quarterly adjustment for current period experience (3)		12,236		2,446		14,682		(16,548	)		4,600		(11,948	)
Total	$	18,473	$	15,525	$	33,998	$	(14,356	)	$	9,435	$	(4,921	)

(1) Amounts reflect (charges) or benefits for (increases) or decreases, respectively, in the amortization of deferred policy acquisition, or DAC, and other costs.

(2) Amounts reflect (charges) or benefits for reserve (increases) or decreases, respectively, related to the guaranteed minimum death and income benefit, or GMDB / GMIB, features of our variable annuity products.

(3) Represents the impact of differences between actual gross profits for the period and the previously estimated expected gross profits for the period, as well as updates for current and future expected claims costs associated with the GMDB/GMIB features of our variable annuity products.

The $19 million and $7 million of net benefits for the first six months of 2012 and 2011, respectively, shown in the table above, relating to the quarterly market performance adjustments are attributable to changes to our estimate of total gross profits to reflect actual fund performance. The following table shows the actual quarterly rates of return on variable annuity account values compared to our previously expected quarterly rates of return used in our estimate of total gross profits for the periods indicated.

	2012			2012			2011			2011
	First Quarter			Second Quarter			First Quarter			Second Quarter
Actual rate of return		7.5	%		(1.7	)%		3.6	%		0.8	%
Expected rate of return		1.9	%		1.6	%		1.5	%		1.5	%

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

The $15 million benefit for the six months ended June 30, 2012 and the $12 million charge for the six months ended June 30, 2011 shown in the table above reflect the quarterly adjustments for current period experience, also referred to as actual experience true-up adjustments. The favorable variance related to the amortization of DAC and other costs was primarily driven by the difference in the change of the fair value of the hedge target liability and the change in the fair value of the assets in the reinsurance affiliate, as discussed above.

Revenues

Revenues decreased $85 million, from $774 million for the six months ended June 30, 2011 to $689 million for the six months ended June 30, 2012.

Policy charges and fee income and Asset management fees and other income decreased $37 million, from $573 million for the six months ended June 30, 2011 to $535 million for the six months ended June 30, 2012 driven by lower fee and asset management income primarily driven by an decrease in average variable annuity asset balances invested in separate accounts as discussed above. Partially offsetting the above decrease was a favorable variance of $40 million from lower market value adjustments related to the Company’s market value adjusted investment option (the “MVA option”) driven by differences in market conditions and transfers of assets to the separate account primarily due to the asset transfer feature.

Realized investment gains/losses, net, decreased by $29 million from $28 million for the six months ended June 30, 2011 to a loss of $1 million for the six months ended June 30, 2012. This decrease was driven by a $31 million unfavorable variance due to differences in market conditions and transfers of assets due to the asset transfer feature, partially offset by lower losses related to the mark-to-market of the non-reinsured living benefit embedded derivative liabilities.

Net investment income decreased $15 million from $158 million for the six months ended June 30, 2011 to $143 million for the six months ended June 30, 2012 as a result of lower reinvestment yields over the past year due to the low interest environment.

Benefits and Expenses

Benefits and expenses decreased $70 million from $569 million for the six months ended June 30, 2011 to $499 million for the six months ended June 30, 2012.

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Interest credited to policyholders’ account balances decreased $31 million, from $171 million for the six months ended June 30, 2011 to $140 million for the six months ended June 30, 2012, due to lower DSI amortization primarily related to the impact of the mark-to-market of the reinsured liability for living benefit embedded derivatives and related hedge positions and quarterly adjustments to reflect current period experience and market performance, as discussed above. Also contributing to the decrease was lower interest credited to policyholders’ account balances due to lower crediting rates driven by crediting rate resets.

Amortization of deferred policy acquisition costs decreased by $30 million, from $140 million for the six months ended June 30, 2011 to $110 million for the six months ended June 30, 2012, primarily due to lower DAC amortization related to the impact of the mark-to-market of the reinsured liability for living benefit embedded derivatives and related hedge positions and quarterly adjustments to reflect current period experience and market performance, as discussed above.

Policyholders’ benefits decreased $9 million, from $41 million for the six months ended June 30, 2011 to $32 million for the six months ended June 30, 2012, primarily due to the adjustments to the reserves for the GMDB/GMIB benefit features of our variable annuity products related to our quarterly adjustments to reflect current period experience and market performance, as discussed above.

Income Taxes

The income tax provision amounted to an expense of $55 million and $49 million for the six months ended June 30, 2012 and 2011, respectively. This is primarily driven by the increase in forecasted full year pre-tax income as of June 30, 2012 compared to June 30, 2011.

The Company’s liability for income taxes includes the liability for unrecognized tax benefits, interest and penalties which relate to tax years still subject to review by the Internal Revenue Service (“IRS”) or other taxing authorities. Audit periods remain open for review until the statute of limitations has passed. Generally, for tax years which produce net operating losses, capital losses or tax credit carryforwards (“tax attributes”), the statute of limitations does not close, to the extent of these tax attributes, until the expiration of the statute of limitations for the tax year in which they are fully utilized. The completion of review or the expiration of the statute of limitations for a given audit period could result in an adjustment to the liability for income taxes. Tax years 2009 through 2011 are still open for IRS examination. The Company does not anticipate any significant changes within the next 12 months to its total unrecognized tax benefits related to tax years for which the statute of limitations has not expired.

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

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

The Company is not currently under audit by the IRS or any state or local jurisdiction for the years prior to 2009.

In 2009, the Company joined in filing the consolidated federal tax return with its parent, Prudential Financial. For tax years 2009 through 2011, the Company is participating in the IRS’s Compliance Assurance Program (“CAP”). Under CAP, the IRS assigns an examination team to review completed transactions contemporaneously during these tax years in order to reach agreement with the Company on how they should be reported in the tax returns. If disagreements arise, accelerated resolutions programs are available to resolve the disagreements in a timely manner before the tax returns are filed. It is management’s expectation this program will shorten the time period between the filing of the Company’s federal income tax returns and the IRS’s completion of its examination of the returns.

Liquidity and Capital Resources

Overview

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

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

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

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

The Dodd-Frank Wall Street Reform and Consumer Protection Act, signed into law on July 21, 2010, could result in the imposition of new capital, liquidity and other requirements on Prudential Financial and the Company. See Item 1. Business—”Regulatory Environment” in Part I of the Company’s Annual Report on Form 10-K for the year ended December 31, 2011 for information regarding the potential effects of the Dodd-Frank Act on the Company and its affiliates.

The Company paid an extra-ordinary dividend of $270 million, $318 million and $248 million to our ultimate parent, Prudential Financial, on June 30, 2011, November 30, 2011 and June 29, 2012, respectively.

General Liquidity

Our liquidity is managed to ensure stable, reliable and cost-effective sources of cash flows to meet all of our obligations. Liquidity is provided by a variety of sources, as described more fully below, including portfolios of liquid assets. Our investment portfolios are integral to the overall liquidity of the Company. We use a projection process for cash flows from operations to ensure sufficient liquidity to meet projected cash outflows, including claims. The impact of Prudential Funding, LLC’s financing capacity on liquidity (as described below) is considered in the internal liquidity measures of the Company.

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

Cash Flow

The principal sources of the Company’s liquidity are certain annuity considerations, investment and fee income, investment maturities, as well as internal borrowings. The principal uses of that liquidity include benefits, claims, and payments to policyholders and contractholders in connection with surrenders, withdrawals and net policy loan activity. Other uses of liquidity include commissions, general and administrative expenses, purchases of investments, and payments in connection with financing activities. As discussed above, in March 2010, the Company ceased offering its existing variable annuity products to new investors upon the launch of a new product line by certain affiliates. Therefore, the Company expects to continue to see the overall level of cash flows to decrease going forward as the book of business runs off.

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

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

Gross account withdrawals amounted to approximately $1,206 million and $1,562 million as of June 30, 2012 and 2011, respectively. Because these withdrawals were consistent with our assumptions in asset/liability management, the associated cash outflows did not have a material adverse impact on our overall liquidity.

Liquid Assets

Liquid assets include cash, cash equivalents, short-term investments, fixed maturities that are not designated as held-to-maturity and public equity securities. As of June 30, 2012 and December 31, 2011, the Company had liquid assets of $4.9 billion and $5.6 billion, respectively, which includes a portion financed with asset-based financing. The portion of liquid assets comprised of cash and cash equivalents and short-term investments was $0.1 billion as of June 30, 2012 and $0.2 billion as of December 31, 2011. We consider attributes of the various categories of liquid assets (for example, type of asset and credit quality) in calculating internal liquidity measures in order to evaluate the adequacy of our operations’ liquidity under a variety of stress scenarios. We believe that the liquidity profile of our assets is sufficient to satisfy current liquidity requirements, including under reasonably foreseeable stress scenarios.

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Given the size and liquidity profile of our investment portfolios, we believe that claim experience varying from our projections does not constitute a significant liquidity risk. Our asset/liability management process takes into account the expected maturity of investments and expected claim payments as well as the specific nature and risk profile of the liabilities.

Prudential Funding, LLC

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

Capital

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

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

As part of its Capital Protection Framework, Prudential Financial has developed a broad view of the impact of market distress on the statutory capital of Prudential Financial and its subsidiaries, as a whole. The framework includes programs designed to mitigate the impact of a severe equity market stress event on the statutory capital of Prudential Financial and its subsidiaries, as whole. The program focuses on tail risk to protect statutory capital in a cost-effective manner under stress scenarios. The Company purchased a portion of the derivative under this program in 2010. Prudential Financial assesses the composition of the hedging program on an ongoing basis and may change it from time to time based on an evaluation of its risk position or other factors.

In addition to hedging equity market exposure, we also manage certain risks associated with our variable annuity products through affiliated reinsurance arrangements. We reinsure variable annuity living benefit guarantees to a captive reinsurance company, Pruco Re. Effective as of July 1, 2011, Pruco Re domiciled from Bermuda to Arizona. At this time, Pruco Re continues to maintain the statutory reserve credit trust for business reinsured from the Company.

Reinsurance credit reserve requirements can move materially in either direction due to changes in equity markets and interest rates, actuarial assumptions and other factors. Higher statutory reinsurance credit reserve requirements would necessitate depositing additional assets in the statutory reserve credit trusts held by Pruco Re, while lower statutory reinsurance credit reserve requirements would allow assets to be removed from the statutory reserve credit trusts. We expect Prudential Financial would satisfy those additional needs through a combination of funding the reinsurance credit trusts with available cash, loans from Prudential Financial and/or affiliates and by re-hypothecating assets that were otherwise pledged to Pruco Re under hedging positions related to our living benefit features. Prudential Financial also continues to evaluate other options to address reserve credit needs such as obtaining letters of credit. Lower interest rates in the first six months of 2012 led to an increase in our need to fund the captive reinsurance trusts by an amount of $319 million.

Item 4. Controls and Procedures

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

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PART II                                                                             OTHER INFORMATION

Item 1. Legal Proceedings

We are subject to legal and regulatory actions in the ordinary course of our businesses, including class action lawsuits. Our pending legal and regulatory actions include proceedings specific to the Company and proceedings generally applicable to business practices in the industry in which we operate. We may be subject to class action lawsuits and other litigation alleging, among other things, that we made improper or inadequate disclosures in connection with the sale of annuity products or charged excessive or impermissible fees on these products, recommended unsuitable products to customers, mishandled customer accounts or breached fiduciary duties to customers. We are also subject to litigation arising out of our general business activities, such as our investments and contracts, and could be exposed to claims or litigation concerning certain business or process patents. Regulatory authorities from time to time make inquiries and conduct investigations and examinations relating particularly to us and our products. In addition, we, along with other participants in the business in which we engage, may be subject from time to time to investigations, examinations and inquiries, in some cases industry-wide, concerning issues or matters upon which such regulators have determined to focus. In some of our pending legal and regulatory actions, parties are seeking large and/or indeterminate amounts, including punitive or exemplary damages. The outcome of litigation or regulatory matter, and the amount or range of potential loss at any particular time, is inherently uncertain.

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

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

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

Material pending litigation and regulatory matters affecting us, and certain risks to our business presented by such matters, are discussed within Note 6 to the Unaudited Interim Financial Statements included in this Quarterly Report on Form 10-Q, under “—Litigation and Regulatory Matters.”

Our litigation and regulatory matters are subject to many uncertainties, and given their complexity and scope, their outcome cannot be predicted. It is possible that our results of operations or cash flow in a particular quarterly or annual period could be materially affected by an ultimate unfavorable resolution of pending litigation or regulatory matters depending, in part, upon the results of operations or cash flow for such period. In light of the unpredictability of the Company’s litigation and regulatory matters, it is also possible that in certain cases an ultimate unfavorable resolution of one or more pending litigation or regulatory matters could have a material adverse effect on our financial position. Management believes, however, that based on information currently known to it, the ultimate outcome of all pending litigation and regulatory matters, after consideration of applicable reserves and rights to indemnification, is not likely to have a material adverse effect on our financial position. See Note 6 to the Unaudited Interim Financial Statements included herein for additional discussion of our litigation and regulatory matters and audits and inquiries concerning the Company’s handling of unclaimed property.

Item 1A. Risk Factors

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

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Item 6. Exhibits

31.1	Section 302 Certification of the Chief Executive Officer.
31.2	Section 302 Certification of the Chief Financial Officer.
32.1	Section 906 Certification of the Chief Executive Officer.
32.2	Section 906 Certification of the Chief Financial Officer.

101.INS – XBRL	Instance Document.
101.SCH - XBRL	Taxonomy Extension Schema Document.
101.CAL - XBRL	Taxonomy Extension Calculation Linkbase Document.
101.LAB - XBRL	Taxonomy Extension Label Linkbase Document.
101.PRE - XBRL	Taxonomy Extension Presentation Linkbase Document.
101.DEF - XBRL	Taxonomy Extension Definition Linkbase Document.

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

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SIGNATURES

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

PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION
By:	/s/ Thomas J. Diemer
	Thomas J. Diemer Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

August 10, 2012

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Exhibit Index

Exhibit Number and Description

31.1	Section 302 Certification of the Chief Executive Officer.
31.2	Section 302 Certification of the Chief Financial Officer.
32.1	Section 906 Certification of the Chief Executive Officer.
32.2	Section 906 Certification of the Chief Financial Officer.

101.INS – XBRL Instance Document.

101.SCH – XBRL Taxonomy Extension Schema Document.

101.CAL – XBRL Taxonomy Extension Calculation Linkbase Document.

101.LAB – XBRL Taxonomy Extension Label Linkbase Document.

101.PRE – XBRL Taxonomy Extension Presentation Linkbase Document.

101.DEF – XBRL Taxonomy Extension Definition Linkbase Document.

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

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