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 March 31, 2011

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      |  | (I.R.S. Employer      
|of Incorporation or Organization) |  | 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  ̈    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  ̈ Nox

As of May 13, 2011,
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



|                               |  |                                                                                                                |  |   
|------------------------------ |  | -------------------------------------------------------------------------------------------------------------- |  | --
|PART I   FINANCIAL INFORMATION |  | PageNumber                                                                                                    
|                               | 
|Item 1. Financial Statements:  |  |                                                                                                               
|                               |  |                                                                                                               
|                               |  | Unaudited Interim Statements of Financial Position As of March 31, 2011 and December 31, 2010                  |  | 4 
|                               |  |                                                                                                               
|                               |  | Unaudited Interim Statements of Operations and Comprehensive Income Three Months Ended March 31, 2011 and 2010 |  | 5 
|                               |  |                                                                                                               
|                               |  | Unaudited Interim Statement of Equity Three Months Ended March 31, 2011 and 2010                               |  | 6 
|                               |  |                                                                                                               
|                               |  | Unaudited Interim Statements of Cash Flows Three Months Ended March 31, 2011 and 2010                          |  | 7 
|                               |  |                                                                                                               
|                               |  | Notes to Unaudited Interim Financial Statements                                                                |  | 8 
|                               |  |                                                                                                               
|Item 2.                        |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                          |  | 38
|                               |  |                                                                                                               
|Item 4.                        |  | Controls and Procedures                                                                                        |  | 45
|                               | 
|PART II OTHER INFORMATION      |  |                                                                                                               
|                               |  |                                                                                                               
|Item 1.                        |  | Legal Proceedings                                                                                              |  | 46
|                               |  |                                                                                                               
|Item 1A.                       |  | Risk Factors                                                                                                   |  | 46
|                               |  |                                                                                                               
|Item 6.                        |  | Exhibits                                                                                                       |  | 47
|                               | 
|SIGNATURES                     |  | 48                                                                                                            



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 recently enacted 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, 2010 for a 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 March 31, 2011 and December 31, 2010 (in thousands, except share amounts)



|                                                                                                        |  |               |            |  |                  |   |            | 
|------------------------------------------------------------------------------------------------------- |  | ------------- | ---------- |  | ---------------- | - | ---------- | 
|                                                                                                        |  | March 31,2011 |            |  | December 31,2010 |  
|ASSETS                                                                                                  |  |               |            |  |                  |   |            | 
|Fixed maturities available for sale, at fair value (amortized cost, 2011: $4,629,998; 2010: $4,964,264) |  | $             | 5,072,323  |  |                  | $ | 5,456,221  | 
|Trading account assets, at fair value                                                                   |  |               | 40,465     |  |                  |   | 79,605     | 
|Equity securities available for sale, at fair value (cost, 2011:$16,984; 2010: $14,484)                 |  |               | 20,191     |  |                  |   | 17,587     | 
|Commercial mortgage and other loans, net of valuation allowance                                         |  |               | 433,763    |  |                  |   | 431,432    | 
|Policy loans                                                                                            |  |               | 13,899     |  |                  |   | 13,905     | 
|Short-term investments                                                                                  |  |               | 378,949    |  |                  |   | 228,383    | 
|Other long-term investments                                                                             |  |               | 66,442     |  |                  |   | 75,476     | 
|                                                                                                        |  |               |            |  |                  |   |            | 
|Total investments                                                                                       |  |               | 6,026,032  |  |                  |   | 6,302,609  | 
|                                                                                                        |  |               |            |  |                  |   |            | 
|Cash and cash equivalents                                                                               |  |               | 2,087      |  |                  |   | 487        | 
|Deferred policy acquisition costs                                                                       |  |               | 1,503,733  |  |                  |   | 1,540,028  | 
|Accrued investment income                                                                               |  |               | 62,854     |  |                  |   | 62,392     | 
|Reinsurance recoverable                                                                                 |  |               | -          |  |                  |   | 187,062    | 
|Valuation of business acquired                                                                          |  |               | 39,727     |  |                  |   | 32,497     | 
|Deferred sales inducements                                                                              |  |               | 795,666    |  |                  |   | 796,507    | 
|Receivables from parent and affiliates                                                                  |  |               | 51,393     |  |                  |   | 51,221     | 
|Investment receivable on open trades                                                                    |  |               | 308        |  |                  |   | 8,435      | 
|Other assets                                                                                            |  |               | 11,104     |  |                  |   | 10,355     | 
|Separate account assets                                                                                 |  |               | 49,296,096 |  |                  |   | 48,275,343 | 
|                                                                                                        |  |               |            |  |                  |   |            | 
|TOTAL ASSETS                                                                                            |  | $             | 57,789,000 |  |                  | $ | 57,266,936 | 
|                                                                                                        |  |               |            |  |                  |   |            | 
|                                                                                                        |  |              
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                    |  |               |            |  |                  |   |            | 
|                                                                                                        |  |              
|Policyholders account balances                                                                         |  | $             | 4,846,551  |  |                  | $ | 5,319,359  | 
|Future policy benefits and other policyholder liabilities                                               |  |               | 199,439    |  |                  |   | 412,872    | 
|Payables to parent and affiliates                                                                       |  |               | 116,720    |  |                  |   | 127,502    | 
|Cash collateral for loaned securities                                                                   |  |               | 38,447     |  |                  |   | 87,210     | 
|Securities sold under agreements to repurchase                                                          |  |               | 59,249     |  |                  |   | -          | 
|Income Tax Payable                                                                                      |  |               | 188,501    |  |                  |   | 132,455    | 
|Short-term borrowing                                                                                    |  |               | 244,687    |  |                  |   | 205,054    | 
|Long-term borrowing                                                                                     |  |               | 600,000    |  |                  |   | 600,000    | 
|Other liabilities                                                                                       |  |               | 205,099    |  |                  |   | 198,757    | 
|Separate account liabilities                                                                            |  |               | 49,296,096 |  |                  |   | 48,275,343 | 
|                                                                                                        |  |               |            |  |                  |   |            | 
|TOTAL LIABILITIES                                                                                       |  |               | 55,794,789 |  |                  |   | 55,358,552 | 
|                                                                                                        |  |               |            |  |                  |   |            | 
|                                                                                                        |  |              
|Commitments and Contingent Liabilities (See Note 4)                                                     |  |               |            |  |                  |   |            | 
|                                                                                                        |  |              
|STOCKHOLDERS EQUITY                                                                                    |  |               |            |  |                  |   |            | 
|Common stock, $100 par value; 25,000 shares, authorized, issued and outstanding                         |  |               | 2,500      |  |                  |   | 2,500      | 
|Additional paid-in capital                                                                              |  |               | 974,921    |  |                  |   | 974,921    | 
|Retained earnings                                                                                       |  |               | 868,924    |  |                  |   | 749,751    | 
|Accumulated other comprehensive income                                                                  |  |               | 147,866    |  |                  |   | 181,212    | 
|                                                                                                        |  |               |            |  |                  |   |            | 
|Total stockholders equity                                                                              |  |               | 1,994,211  |  |                  |   | 1,908,384  | 
|                                                                                                        |  |               |            |  |                  |   |            | 
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY                                                              |  | $             | 57,789,000 |  |                  | $ | 57,266,936 | 
|                                                                                                        |  |               |            |  |                  |   |            | 

See Notes to Unaudited Interim Financial Statements



4



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Prudential Annuities Life Assurance Corporation

Unaudited Interim Statements of Operations and Comprehensive Income

Three Months Ended March 31, 2011 and 2010 (in thousands)





|                                                                                                        |  |                              |          |  |      |   |          | 
|------------------------------------------------------------------------------------------------------- |  | ---------------------------- | -------- |  | ---- | - | -------- | 
|                                                                                                        |  | Three Months Ended
March 31, |         
|                                                                                                       
|                                                                                                        |  | 2011                         |          |  | 2010 |  
|REVENUES                                                                                                |  |                              |          |  |      |   |          | 
|                                                                                                        |  |                             
|Premiums                                                                                                |  | $                            | 8,512    |  |      | $ | 7,406    | 
|Policy charges and fee income                                                                           |  |                              | 204,502  |  |      |   | 184,164  | 
|Net investment income                                                                                   |  |                              | 81,131   |  |      |   | 98,560   | 
|Asset administration fees and other income                                                              |  |                              | 78,576   |  |      |   | 69,089   | 
|Realized investment gains (losses), net:                                                                |  |                              |          |  |      |   |          | 
|Other-than-temporary impairments on fixed maturity securities                                           |  |                              | (9,085)  |  |      |   | (11,327) | 
|Other-than-temporary impairments on fixed maturity securities transferred to Other Comprehensive Income |  |                              | 8,926    |  |      |   | 10,671   | 
|Other realized investment gains (losses), net                                                           |  |                              | (1,700)  |  |      |   | (6,201)  | 
|                                                                                                        |  |                              |          |  |      |   |          | 
|Total realized investment gains (losses), net                                                           |  |                              | (1,859)  |  |      |   | (6,857)  | 
|                                                                                                        |  |                              |          |  |      |   |          | 
|Total revenues                                                                                          |  |                              | 370,862  |  |      |   | 352,362  | 
|                                                                                                        |  |                              |          |  |      |   |          | 
|                                                                                                        |  |                             
|BENEFITS AND EXPENSES                                                                                   |  |                              |          |  |      |   |          | 
|                                                                                                        |  |                             
|Policyholders benefits                                                                                 |  |                              | 14,192   |  |      |   | (1,956)  | 
|Interest credited to policyholders account balances                                                    |  |                              | 66,484   |  |      |   | 121,688  | 
|Amortization of deferred policy acquisition costs                                                       |  |                              | 30,162   |  |      |   | 92,229   | 
|General administrative and other expenses                                                               |  |                              | 106,293  |  |      |   | 113,008  | 
|                                                                                                        |  |                              |          |  |      |   |          | 
|Total benefits and expenses                                                                             |  |                              | 217,131  |  |      |   | 324,969  | 
|                                                                                                        |  |                              |          |  |      |   |          | 
|                                                                                                        |  |                              |          |  |      |   |          | 
|                                                                                                        |  |                              |          |  |      |   |          | 
|Income from operations before income taxes                                                              |  |                              | 153,731  |  |      |   | 27,393   | 
|                                                                                                        |  |                              |          |  |      |   |          | 
|                                                                                                        |  |                             
|Income tax (benefit) expense                                                                            |  |                              | 34,558   |  |      |   | (4,653)  | 
|                                                                                                        |  |                             
|                                                                                                        |  |                              |          |  |      |   |          | 
|NET INCOME                                                                                              |  | $                            | 119,173  |  |      | $ | 32,046   | 
|                                                                                                        |  |                              |          |  |      |   |          | 
|                                                                                                        |  |                             
|Change in net unrealized investment gains (losses), net of taxes (1)                                    |  |                              | (33,346) |  |      |   | 44,945   | 
|                                                                                                        |  |                             
|                                                                                                        |  |                              |          |  |      |   |          | 
|COMPREHENSIVE INCOME                                                                                    |  | $                            | 85,827   |  |      | $ | 76,991   | 
|                                                                                                        |  |                              |          |  |      |   |          | 

| | (1) | Amounts are net of tax benefits (expense) of $18.0 million and $(24.6) million for the three months ended March 31, 2011 and 2010,
respectively.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------

See Notes to Unaudited Interim Financial Statements



5



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Prudential Annuities Life Assurance Corporation

Unaudited Interim Statement of Equity

Three Months Ended March 31, 2011 and 2010 (in thousands)





|                                                |  |             |            |  |                            |   |         |                  |  |   |                                            |  |  |              |          |  |  |   |           | 
|----------------------------------------------- |  | ----------- | ---------- |  | -------------------------- | - | ------- | ---------------- |  | - | ------------------------------------------ |  |  | ------------ | -------- |  |  | - | --------- | 
|                                                |  | Commonstock |            |  | Additionalpaid-in capital  |   |         | Retainedearnings |  |   | Accumulatedothercomprehensiveincome (loss) |  |  | Total equity |         
|Balance, December 31, 2010                      |  |             | $    2,500 |  |                            | $ | 974,921 |                  |  | $ | 749,751                                    |  |  | $            | 181,212  |  |  | $ | 1,908,384 | 
|Net income                                      |  |             | -          |  |                            |   | -       |                  |  |   | 119,173                                    |  |  |              | -        |  |  |   | 119,173   | 
|Other comprehensive income (loss), net of taxes |  |             | -          |  |                            |   | -       |                  |  |   | -                                          |  |  |              | (33,346) |  |  |   | (33,346)  | 
|                                                |  |             |            | 
|Balance, March 31, 2011                         |  | $           | 2,500      |  |                            | $ | 974,921 |                  |  | $ | 868,924                                    |  |  | $            | 147,866  |  |  | $ | 1,994,211 | 
|                                                |  |             |            | 
|                                                |  |             |            |  |                           
|                                                |  | CommonStock |            |  | Additionalpaid-in 
capital |   |         | Retainedearnings |  |   | Accumulatedothercomprehensiveincome (loss) |  |  | Total equity |         
|Balance, December 31, 2009                      |  | $           | 2,500      |  |                            | $ | 974,921 |                  |  | $ | 798,170                                    |  |  | $            | 132,318  |  |  | $ | 1,907,909 | 
|Net income                                      |  |             | -          |  |                            |   | -       |                  |  |   | 32,046                                     |  |  |              | -        |  |  |   | 32,046    | 
|Contribution from/parent                        |  |             | -          |  |                            |   | 10,955  |                  |  |   | -                                          |  |  |              | -        |  |  |   | 10,955    | 
|Other comprehensive income (loss), net of taxes |  |             | -          |  |                            |   | -       |                  |  |   | -                                          |  |  |              | 44,945   |  |  |   | 44,945    | 
|                                                |  |             |            | 
|Balance, March 31, 2010                         |  | $           | 2,500      |  |                            | $ | 985,876 |                  |  | $ | 830,216                                    |  |  | $            | 177,263  |  |  | $ | 1,995,855 | 
|                                                |  |             |            | 

See Notes to Unaudited Interim Financial Statements



6



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Prudential Annuities Life Assurance Corporation

Unaudited Interim Statements of Cash Flows

Three Months Ended March 31, 2011 and 2010 (in thousands)



|                                                                                  |  |                                |           |  |                                 |   |             | 
|--------------------------------------------------------------------------------- |  | ------------------------------ | --------- |  | ------------------------------- | - | ----------- | 
|                                                                                  |  | Three monthsendedMarch 31,2011 |           |  | Three monthsendedMarch 
31,2010 |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                                             |  |                                |           |  |                                 |   |             | 
|Net income                                                                        |  | $                              | 119,173   |  |                                 | $ | 32,046      | 
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                                |           |  |                                 |   |             | 
|Policy charges and fee income                                                     |  |                                | 18,618    |  |                                 |   | 29,589      | 
|Realized investment (gains) losses, net                                           |  |                                | 1,859     |  |                                 |   | 6,857       | 
|Amortization and depreciation                                                     |  |                                | (1,052)   |  |                                 |   | (4,211)     | 
|Interest credited to policyholders account balances                              |  |                                | 35,928    |  |                                 |   | 71,304      | 
|Change in:                                                                        |  |                                |           |  |                                 |   |             | 
|Future policy benefit reserves                                                    |  |                                | 54,139    |  |                                 |   | 22,153      | 
|Accrued investment income                                                         |  |                                | (805)     |  |                                 |   | (2,841)     | 
|Trading account assets                                                            |  |                                | 184       |  |                                 |   | (250)       | 
|Net receivable (payable) to affiliates                                            |  |                                | (11,321)  |  |                                 |   | 69,847      | 
|Deferred sales inducements                                                        |  |                                | 12,489    |  |                                 |   | (9,667)     | 
|Deferred policy acquisition costs                                                 |  |                                | 14,921    |  |                                 |   | (93,524)    | 
|Income taxes payable                                                              |  |                                | 74,003    |  |                                 |   | 211,416     | 
|Reinsurance recoverable                                                           |  |                                | (55,921)  |  |                                 |   | (47,994)    | 
|Other, net                                                                        |  |                                | (18,358)  |  |                                 |   | (46,216)    | 
|                                                                                  |  |                                |           |  |                                 |   |             | 
|Cash Flows From Operating Activities                                              |  | $                              | 243,857   |  |                                 | $ | 238,509     | 
|                                                                                  |  |                                |           |  |                                 |   |             | 
|                                                                                  |  |                               
|CASH FLOWS FROM INVESTING ACTIVITIES:                                             |  |                                |           |  |                                 |   |             | 
|Proceeds from the sale/maturity of:                                               |  |                                |           |  |                                 |   |             | 
|Fixed maturities, available for sale                                              |  | $                              | 404,338   |  |                                 | $ | 222,141     | 
|Equity Securities, available for sale                                             |  |                                | -         |  |                                 |   | 4,633       | 
|Commercial mortgage and other loans                                               |  |                                | 19,971    |  |                                 |   | 3,979       | 
|Trading account assets                                                            |  |                                | 40,301    |  |                                 |   | 719         | 
|Policy loans                                                                      |  |                                | 83        |  |                                 |   | -           | 
|Other long-term investments                                                       |  |                                | 165       |  |                                 |   | 68          | 
|Short-term investments                                                            |  |                                | 837,188   |  |                                 |   | 1,096,466   | 
|Payments for the purchase/origination of:                                         |  |                                |           |  |                                 |   |             | 
|Fixed maturities, available for sale                                              |  |                                | (33,276)  |  |                                 |   | (80,814)    | 
|Equity Securities, available for sale                                             |  |                                | (2,500)   |  |                                 |   | (5,000)     | 
|Commercial mortgage and other loans                                               |  |                                | (22,800)  |  |                                 |   | -           | 
|Trading account assets                                                            |  |                                | (760)     |  |                                 |   | (508)       | 
|Policy loans                                                                      |  |                                | (188)     |  |                                 |   | (332)       | 
|Other long-term investments                                                       |  |                                | (2,313)   |  |                                 |   | (1,354)     | 
|Short-term investments                                                            |  |                                | (987,754) |  |                                 |   | (833,484)   | 
|Notes receivable from parent and affiliates, net                                  |  |                                | 6,726     |  |                                 |   | 7,912       | 
|Other, net                                                                        |  |                                | (103)     |  |                                 |   | -           | 
|                                                                                  |  |                                |           |  |                                 |   |             | 
|Cash Flows From Investing Activities                                              |  | $                              | 259,078   |  |                                 | $ | 414,426     | 
|                                                                                  |  |                                |           |  |                                 |   |             | 
|                                                                                  |  |                               
|CASH FLOWS USED IN FINANCING ACTIVITIES:                                          |  |                                |           |  |                                 |   |             | 
|Capital contribution from/(Distribution to) Parent                                |  | $                              | -         |  |                                 | $ | 10,955      | 
|Cash collateral for loaned securities                                             |  |                                | (48,763)  |  |                                 |   | 71,917      | 
|Securities sold under agreement to repurchase                                     |  |                                | 59,249    |  |                                 |   | (2)         | 
|Net increase (decrease) in short-term borrowing                                   |  |                                | 39,633    |  |                                 |   | (49,167)    | 
|Drafts outstanding                                                                |  |                                | (7,488)   |  |                                 |   | 7,798       | 
|Policyholders account balances                                                   |  |                                |           |  |                                 |   |             | 
|Deposits                                                                          |  |                                | 329,901   |  |                                 |   | 864,399     | 
|Withdrawals                                                                       |  |                                | (873,867) |  |                                 |   | (1,338,371) | 
|                                                                                  |  |                                |           |  |                                 |   |             | 
|Cash Flows Used in Financing Activities                                           |  | $                              | (501,335) |  |                                 | $ | (432,471)   | 
|                                                                                  |  |                                |           |  |                                 |   |             | 
|Net increase in cash and cash equivalents                                         |  |                                | 1,600     |  |                                 |   | 220,463     | 
|Cash and cash equivalents, beginning of period                                    |  |                                | 487       |  |                                 |   | 71,548      | 
|                                                                                  |  |                                |           |  |                                 |   |             | 
|CASH AND CASH EQUIVALENTS, END OF PERIOD                                          |  | $                              | 2,087     |  |                                 | $ | 292,011     | 
|                                                                                  |  |                                |           |  |                                 |   |             | 

See Notes to Unaudited Interim Financial Statements



7



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Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements





|1. | BUSINESS
|-- | --------

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. On December 19, 2002, Skandia Insurance Company Ltd. (publ) (Skandia), an insurance company organized under the
laws of the Kingdom of Sweden, and the ultimate parent company of the Company prior to May 1, 2003, entered into a definitive purchase agreement (the Acquisition Agreement) with Prudential Financial, whereby Prudential Financial
would acquire the Company and certain of its affiliates (the Acquisition) and would be authorized to use the American Skandia name through April, 2008. On May 1, 2003, the Acquisition was consummated. Thus, the Company is now an
indirect wholly owned subsidiary of Prudential Financial. During 2007, the Company began the process of changing its name and names of various legal entities that include the American Skandia name, as required by the terms of the
Acquisition agreement. The Companys name was changed effective January 1, 2008.

The Company develops long-term
savings and retirement products, which are 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 existing variable annuity products (and where offered, the companion market
value adjustment option) to new investors upon the launch of a new product 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 will continue to accept 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.



|2. | 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. These unaudited interim financial statements should be read in conjunction with the audited financial statements and notes thereto contained in the Companys Annual Report on Form
10-K for the year ended December 31, 2010.

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; 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



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Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements





|3. | ACCOUNTING POLICIES AND PRONOUNCEMENTS
|-- | --------------------------------------

Investments in Debt and Equity Securities and Commercial Mortgage and Other Loans

The Companys investments in debt and equity securities include fixed maturities; trading account assets; 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 7 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 prepayment assumptions based on data from widely accepted third-party data sources or internal estimates. In addition to prepayment
assumptions, cash flow estimates vary based on 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, 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).

Trading account assets, at fair value, represents the equity securities held in support of a deferred compensation plan and
investments. These instruments are carried at fair value. Realized and unrealized gains and losses on trading account assets are reported in Asset administration fees and other income. Interest and dividend income from these
investments are reported in Net investment income.

Equity securities, available for saleare 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 declared.

Commercial mortgage and other loansconsist 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 are originated and held for investment and are generally carried at unpaid principal balance, net of
unamortized premiums or discounts, deferred loan origination fees and expenses, and an allowance for losses.

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 according to the contractual terms of the loan agreement
will not all be collected. 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 6 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.



9



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Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements





|3. | ACCOUNTING POLICIES AND PRONOUNCEMENTS (continued)
|-- | --------------------------------------------------



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 according to the contractual terms of the loan agreement will not be collected.

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 6 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 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, default
probability and loss severity factors by property type. Historical credit migration, default and loss severity factors are updated each quarter based on the Companys actual loan experience, and are considered together with other relevant
qualitative factors in making the final portfolio reserve calculations.

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.

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.

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, recoveries of principal on previously impaired 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



10



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Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements





|3. | ACCOUNTING POLICIES AND PRONOUNCEMENTS (continued)
|-- | --------------------------------------------------



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

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). 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 prepayment
assumptions, and are based on data from widely accepted third-party data sources or internal estimates. In addition to prepayment assumptions, cash flow estimates include 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.

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, options, and futures and may be exchange-traded or contracted in the over-the-counter market. Derivative positions are carried at fair value, generally by obtaining quoted market prices or through the use of valuation models.



11



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Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements





|3. | ACCOUNTING POLICIES AND PRONOUNCEMENTS (continued)
|-- | --------------------------------------------------



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, and 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 8, all realized and unrealized changes in fair value of derivatives, with the exception of the effective portion of cash flow
hedges, are recorded in current earnings. Cash flows from these derivatives are reported in the operating and investing activities sections in the Statements of Cash Flows.

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, 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.

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 specific 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) 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. The 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 derivative 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 derivative 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 derivative 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 embedded derivative.



12



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Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements





|3. | ACCOUNTING POLICIES AND PRONOUNCEMENTS (continued)
|-- | --------------------------------------------------



Adoption of New accounting pronouncements

In July 2010, the FASB issued updated guidance that requires enhanced disclosures related to the allowance for credit losses and the
credit quality of a companys financing receivable portfolio. The disclosures as of the end of a reporting period are effective for interim and annual reporting periods ending on or after December 15, 2010. The Company adopted this
guidance effective December 31, 2010. The disclosures about activity that occurs during a reporting period are effective for interim and annual reporting periods beginning after December 15, 2010. The required disclosures are included
above and in Note 6. In January 2011, the FASB deferred the disclosures required by this guidance related to troubled debt restructurings. The disclosures will be effective for the first interim or annual reporting period beginning on or after
June 15, 2011, concurrent with the effective date of guidance for determining what constitutes a troubled debt restructuring.

In April 2010, the FASB issued authoritative guidance clarifying that an insurance entity should not consider any separate account interests in an investment held for the benefit of policyholders to be
the insurers interests, and should not combine those interests with its general account interest in the same investment when assessing the investment for consolidation, unless the separate account interests are held for a related party
policyholder, whereby consolidation of such interests must be considered under applicable variable interest guidance. This guidance is effective for interim and annual reporting periods beginning after December 15, 2010 and retrospectively to
all prior periods upon the date of adoption, with early adoption permitted. The Companys adoption of this guidance effective January 1, 2011 did not have a material effect on the Companys financial position, results of operations,
and financial statement disclosures.

In January 2010, the FASB issued updated guidance that requires new fair value
disclosures about significant transfers between Level 1 and 2 measurement categories and separate presentation of purchases, sales, issuances, and settlements within the roll forward of Level 3 activity. Also, this updated fair value guidance
clarifies the disclosure requirements about level of disaggregation and valuation techniques and inputs. This new guidance is effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about
purchases, sales, issuances, and settlements in the roll forward of Level 3 activity, which are effective for interim and annual reporting periods beginning after December 15, 2010. The Company adopted the guidance effective for interim and
annual reporting periods beginning after December 15, 2009 on January 1, 2010. The Company adopted this guidance effective for interim and annual reporting periods beginning after December 15, 2010 on January 1, 2011. The
required disclosures are provided in Note 7 and Note 8.

Future Adoption of New Accounting Pronouncements

In May 2011, the FASB issued updated guidance clarifying fair value measurement and disclosure requirements. It is intended to bring
consistency to the fair value measurement and disclosure requirements of United States GAAP and International Accounting Standards. This new guidance is effective for interim or annual reporting period beginning after December 15, 2011 and should be
applied prospectively. In the period of adoption the Company will be required to disclose a change, if any, in valuation technique and related inputs resulting from the application of the amendments. The Company is currently assessing the impact of
the guidance on the Companys financial position, results of operations, and financial statement disclosures.

In April
2011, the FASB issued updated guidance clarifying which restructurings constitute troubled debt restructurings. It is intended to assist creditors in their evaluation of whether conditions exist that constitute a troubled debt restructuring. This
new guidance is effective for the first interim or annual reporting period beginning on or after June 15, 2011 and should be applied retrospectively to the beginning of the annual reporting period of adoption. The Company is currently assessing
the impact of the guidance on the Companys financial position, results of operations, and financial statement disclosures.

In April 2011, the FASB issued updated guidance regarding the assessment of effective control for repurchase agreements. This new guidance is effective for the first interim or annual reporting period
beginning on or after December 15, 2011 and should be applied prospectively to transactions or modifications of existing transactions that occur on or after the effective date. The Company is currently assessing the impact of the guidance on
the Companys consolidated financial position, results of operations, and financial statement disclosures.



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Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements





|4. | CONTINGENT LIABILITIES AND LITIGATION
|-- | -------------------------------------

Contingent Liabilities

On an ongoing basis, our internal
supervisory and control functions review the quality of our sales, marketing, administration and servicing, 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 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, we may offer customers appropriate
remediation and may incur charges, including the costs of such remediation, administrative costs and regulatory fines.

We are
subject to the laws and regulations of states and other jurisdictions concerning the identification, reporting and escheatment of unclaimed or abandoned funds, and we are subject to audit and examination for compliance with these requirements. We
are currently being examined by a third party auditor on behalf of 33 U.S. jurisdictions for compliance with the unclaimed property laws of these jurisdictions. It is possible that this audit may result in additional payments of abandoned funds to
U.S. jurisdictions and to changes in our practices and procedures for the identification of escheatable funds, which could impact claim payments and reserves, among other consequences.

Litigation and Regulatory Matters

The Company is 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 often inherently uncertain.

The Companys litigation and
regulatory matters are subject to many uncertainties, and given their complexity and scope, the outcomes cannot be predicted. 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 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 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.



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Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements





|5. | RELATED PARTY TRANSACTIONS
|-- | --------------------------

The Company is a party to numerous transactions and relationships with its affiliate The Prudential Insurance Company of America (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. Since 2003, 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 $1.4 million for the three months ended March 31, 2011 and
2010, 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 $0.7 million for the three months ended March 31, 2011 and 2010, respectively.

Debt Agreements

Short-term and Long-term borrowings

On December 29, 2009, the Company obtained a $600 million loan from Prudential Financial. This loan has an interest rate of 4.49% and matures on December 29, 2014.

On December 14, 2006, the Company obtained a $300 million loan from Prudential Financial. This loan has an interest rate of 5.18%
and matures on December 14, 2011. A partial payment was made to reduce this loan to $179.5 million on December 29, 2008 with the proceeds received from a capital contribution from PAI. On March 27, 2009, a partial payment of $4.5
million was paid to further reduce this loan to $175 million.

On May 1, 2004, the Company entered into a $500 million
credit facility agreement with Prudential Funding, LLC, as the lender. During 2009, the credit facility agreement was increased to $900 million. As of March 31, 2011 and December 31, 2010, $69.7 million and $30.1 million, respectively, was
outstanding under this credit facility.

Reinsurance Agreements

The Company uses reinsurance as part of its risk management and capital management strategies for certain of its optional living benefit
features. Fees ceded under these agreements are included in Realized investment (losses) gains, net on the financial statements.

Effective August 24, 2009, the Company entered into a coinsurance agreement with Pruco Reinsurance, Ltd (Pruco Re) providing for the 100% reinsurance of its Highest Daily Lifetime 6 Plus
(HD6 Plus) and Spousal Highest Daily Lifetime 6 Plus (SHD6 Plus) benefit features sold on certain of its annuities. Fees ceded on this agreement were $15.7 million and $5.1 million for the three months ended March 31,
2011 and 2010, respectively.

Effective June 30, 2009, the Company entered into a coinsurance agreement with Pruco Re
providing for the 100% reinsurance of its Highest Daily Lifetime 7 Plus (HD7 Plus) and Spousal Highest Daily Lifetime 7 Plus (SHD7 Plus) benefit features sold on certain of its annuities. Fees ceded on this agreement were
$18.4 million and $15.8 million for the three months ended March 31, 2011 and 2010, respectively.

Effective
March 17, 2008, the Company entered into a coinsurance agreement with Pruco Re providing for the 100% reinsurance of its Highest Daily Lifetime Seven (HD7) and Spousal Highest Daily Lifetime Seven (SHD7) benefit features
sold on certain of its



15



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Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements





|5. | RELATED PARTY TRANSACTIONS(continued)
|-- | -------------------------------------

annuities. Fees ceded on this agreement were $9.5 million and $9.0 million for the three months ended March 31, 2011 and 2010,
respectively.

Effective March 17, 2008, the Company entered into a coinsurance agreement with Pruco Re providing for the
100% reinsurance of its Guaranteed Return Option Plus (GRO Plus) benefit feature sold on certain of its annuities. This agreement was amended effective January 1, 2010 to include a form of the GRO Plus benefit feature (GRO
Plus II) on business issued after November 16, 2009.Fees ceded on this agreement were $2.0 million and $3.0 million for the three months ended March 31, 2011 and 2010, respectively.

Effective March 17, 2008, the Company entered into a coinsurance agreement with Pruco Re providing for the 100% reinsurance of its
Highest Daily Guaranteed Return Option (HD GRO) benefit feature sold on certain of its annuities. This agreement was amended effective January 1, 2010 to include a form of the HD GRO benefit feature (HD GRO II) on
business issued after November 16, 2009.Fees ceded on this agreement were $1.6 million and $1.1 million for the three months ended March 31, 2011 and 2010, respectively.

Since 2006, the Company reinsures 100% of the risk on its Highest Daily Lifetime Five (HDLT5) benefit feature and its Spousal
Lifetime Five (SLT5) benefit feature sold on certain of its annuities through an automatic coinsurance agreement with Pruco Re. Fees ceded on the HDLT5 agreement were $3.6 million and $3.7 million for the three months ended
March 31, 2011 and 2010, respectively. Fees ceded on the SLT5 agreement were $2.9 million and $2.7 million for the three months ended March 31, 2011 and 2010, respectively.

Since 2005, the Company reinsures 100% of the risk on its Lifetime Five (LT5) benefit feature sold on certain of its
annuities through an automatic coinsurance agreement with Pruco Re. Fees ceded under the LT5 agreement were $9.5 million and $9.0 million for the three months ended March 31, 2011 and 2010, respectively.

Since 2004, the Company reinsures 100% of the risk on its Guaranteed Minimum Withdrawal Benefit (GMWB) feature sold on
certain of its annuities through an automatic coinsurance agreement with Prudential Insurance. Fees ceded on this agreement were $.5 million and $.6 million for the three months ended March 31, 2011 and 2010, respectively. The Company also
reinsures 100% of the risk on its guaranteed return option (GRO) benefit feature sold on certain of its annuities through an automatic coinsurance agreement with Pruco Re. Fees ceded on this agreement were $1.2 million and $1.7 million
for the three months ended March 31, 2011 and 2010, respectively.

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
$64.6 million and $56.0 million, for the three months ended March 31, 2011 and 2010, 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 over-the-counter (OTC) derivative contracts with an affiliate, Prudential Global Funding, LLC. For these OTC derivative contracts,
Prudential Global Funding, LLC has a substantially equal and offsetting position with an external counterparty.



16



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Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements





|6. | 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:



|                                                                                     |  |                |           |  |                      |   |         |                       |  |   |               |   |  |                                            |           |  |  |   |          | 
|------------------------------------------------------------------------------------ |  | -------------- | --------- |  | -------------------- | - | ------- | --------------------- |  | - | ------------- | - |  | ------------------------------------------ | --------- |  |  | - | -------- | 
|                                                                                     |  | March 31, 2011 |          
|                                                                                     |  | AmortizedCost  |           |  | GrossUnrealizedGains |   |         | GrossUnrealizedLosses |  |   | FairValue     |   |  | Other-than-temporaryimpairmentsin AOCI (3) |          
|                                                                                     |  |                |           |  |                      |   |         |                       |  |   | (in thousands | ) |  |                                            |           |  |  |   |          | 
|Fixed maturities, available for sale                                                 |  |                |           |  |                      |   |         |                       |  |   |               |   |  |                                            |           |  |  |   |          | 
|U.S. Treasury securities and obligations of U.S. government authorities and agencies |  | $              | 125,913   |  |                      | $ | 3,649   |                       |  | $ | -             |   |  | $                                          | 129,562   |  |  | $ | -        | 
|Obligations of U.S. states and their political subdivisions                          |  |                | 70,165    |  |                      |   | 6,346   |                       |  |   | -             |   |  |                                            | 76,511    |  |  |   | -        | 
|Foreign government bonds                                                             |  |                | 121,915   |  |                      |   | 13,213  |                       |  |   | -             |   |  |                                            | 135,128   |  |  |   | -        | 
|Corporate securities                                                                 |  |                | 3,497,948 |  |                      |   | 366,092 |                       |  |   | 639           |   |  |                                            | 3,863,401 |  |  |   | (236)    | 
|Asset-backed securities (1)                                                          |  |                | 176,827   |  |                      |   | 13,044  |                       |  |   | 6,075         |   |  |                                            | 183,796   |  |  |   | (11,799) | 
|Commercial mortgage-backed securities                                                |  |                | 433,546   |  |                      |   | 30,163  |                       |  |   | -             |   |  |                                            | 463,709   |  |  |   | -        | 
|Residential mortgage-backed securities (2)                                           |  |                | 203,684   |  |                      |   | 16,556  |                       |  |   | 24            |   |  |                                            | 220,216   |  |  |   | (62)     | 
|                                                                                     |  |                |           |  |                      |   |         |                       |  |   |               |   |  |                                            |           |  |  |   |          | 
|                                                                                     |  |                |           |  |                     
|Total fixed maturities, available for sale                                           |  | $              | 4,629,998 |  |                      | $ | 449,063 |                       |  | $ | 6,738         |   |  | $                                          | 5,072,323 |  |  | $ | (12,097) | 
|                                                                                     |  |                |           |  |                      |   |         |                       |  |   |               |   |  |                                            |           |  |  |   |          | 
|                                                                                     |  |                |           |  |                     
|Equity securities, available for sale                                                |  | $              | 16,984    |  |                      | $ | 3,267   |                       |  | $ | 60            |   |  | $                                          | 20,191    |  |  | $ | -        | 
|                                                                                     |  |                |           |  |                      |   |         |                       |  |   |               |   |  |                                            |           |  |  |   |          | 

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

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

| | (3) | Represents the amount of other-than-temporary impairment losses in Accumulated other comprehensive income (loss), or AOCI,
which were not included in earnings. Amount excludes $6.7 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, 2010 |          
|                                                                                     |  | AmortizedCost     |           |  | GrossUnrealizedGains |   |         | GrossUnrealizedLosses |  |   | FairValue     |   |  | Other-than-temporaryimpairmentsin
 AOCI (3) |          
|                                                                                     |  |                   |           |  |                      |   |         |                       |  |   | (in thousands | ) |  |                                             |           |  |  |   |          | 
|Fixed maturities, available for sale                                                 |  |                   |           |  |                      |   |         |                       |  |   |               |   |  |                                             |           |  |  |   |          | 
|U.S. Treasury securities and obligations of U.S. government authorities and agencies |  | $                 | 187,394   |  |                      | $ | 5,911   |                       |  | $ | -             |   |  | $                                           | 193,305   |  |  | $ | -        | 
|Obligations of U.S. states and their political subdivisions                          |  |                   | 69,567    |  |                      |   | 7,949   |                       |  |   | -             |   |  |                                             | 77,516    |  |  |   | -        | 
|Foreign government bonds                                                             |  |                   | 122,152   |  |                      |   | 14,361  |                       |  |   | -             |   |  |                                             | 136,513   |  |  |   | -        | 
|Corporate securities                                                                 |  |                   | 3,554,569 |  |                      |   | 396,747 |                       |  |   | 366           |   |  |                                             | 3,950,950 |  |  |   | (235)    | 
|Asset-backed securities (1)                                                          |  |                   | 207,373   |  |                      |   | 14,387  |                       |  |   | 7,790         |   |  |                                             | 213,970   |  |  |   | (12,200) | 
|Commercial mortgage-backed securities                                                |  |                   | 455,972   |  |                      |   | 34,597  |                       |  |   | -             |   |  |                                             | 490,569   |  |  |   | -        | 
|Residential mortgage-backed securities (2)                                           |  |                   | 367,237   |  |                      |   | 26,161  |                       |  |   | -             |   |  |                                             | 393,398   |  |  |   | (76)     | 
|                                                                                     |  |                   |           |  |                      |   |         |                       |  |   |               |   |  |                                             |           |  |  |   |          | 
|                                                                                     |  |                   |           |  |                     
|Total fixed maturities, available for sale                                           |  | $                 | 4,964,264 |  |                      | $ | 500,113 |                       |  | $ | 8,156         |   |  | $                                           | 5,456,221 |  |  | $ | (12,511) | 
|                                                                                     |  |                   |           |  |                      |   |         |                       |  |   |               |   |  |                                             |           |  |  |   |          | 
|                                                                                     |  |                   |           |  |                     
|Equity securities, available for sale                                                |  | $                 | 14,484    |  |                      | $ | 3,150   |                       |  | $ | 47            |   |  | $                                           | 17,587    |  |  | $ | -        | 
|                                                                                     |  |                   |           |  |                      |   |         |                       |  |   |               |   |  |                                             |           |  |  |   |          | 

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

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

|(3) | Represents the amount of other-than-temporary impairment losses in Accumulated other comprehensive income (loss), or AOCI,
which were not included in earnings. Amount excludes $6.0 million of net unrealized gains on impaired securities relating to changes in the value of such securities subsequent to the impairment measurement date.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



17



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Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements





|6. | INVESTMENTS(continued)
|-- | ----------------------

The amortized cost and fair value of fixed maturities available for sale by contractual maturities at March 31, 2011 are as follows:



|                                       |  |                    |           |  |            |   |           | 
|-------------------------------------- |  | ------------------ | --------- |  | ---------- | - | --------- | 
|                                       |  | Available for sale |          
|                                       |  | Amortized          |           |  |            |  
|                                       |  | Cost               |           |  | Fair value |  
|                                       |  | (in thousands)     |          
|Due in one year or less                |  | $                  | 650,582   |  |            | $ | 687,735   | 
|Due after one year through five years  |  |                    | 2,057,097 |  |            |   | 2,273,633 | 
|Due after five years through ten years |  |                    | 667,684   |  |            |   | 736,476   | 
|Due after ten years                    |  |                    | 440,578   |  |            |   | 506,758   | 
|Asset-backed securities                |  |                    | 176,827   |  |            |   | 183,796   | 
|Commercial mortgage-backed securities  |  |                    | 433,546   |  |            |   | 463,709   | 
|Residential mortgage-backed securities |  |                    | 203,684   |  |            |   | 220,216   | 
|                                       |  |                    |           |  |            |   |           | 
|Total                                  |  | $                  | 4,629,998 |  |            | $ | 5,072,323 | 
|                                       |  |                    |           |  |            |   |           | 

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 EndedMarch 
31, |        
|                                                                                                        |  | 2011                         |         |  | 2010 |  
|                                                                                                        |  |                              |         |  |      |   |         | 
|                                                                                                        |  | (in thousands)               |        
|Fixed maturities, available for sale:                                                                   |  |                              |         |  |      |  
|Proceeds from sales                                                                                     |  | $                            | 251,714 |  |      | $ | 146,566 | 
|Proceeds from maturities/repayments                                                                     |  |                              | 151,224 |  |      |   | 75,471  | 
|Gross investment gains from sales, prepayments and maturities                                           |  |                              | 15,724  |  |      |   | 1,210   | 
|Gross investment losses from sales and maturities                                                       |  |                              | -       |  |      |   | (592)   | 
|                                                                                                        |  |                             
|Fixed maturity and equity security impairments:                                                         |  |                              |         |  |      |   |         | 
|Net writedowns for other-than-temporary impairment losses on fixed maturities recognized in earnings(1) |  | $                            | (159)   |  |      | $ | (656)   | 

|(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 3, a portion of certain other-than-temporary impairment, (OTTI) losses on fixed maturity securities are recognized in Other comprehensive income (loss),
(OCI). For these securities the net amount recognized in earnings (credit loss impairments) represents the difference between the amortized cost of the security and the net present value of its projected future cash flows
discounted at the effective interest rate implicit in the debt security prior to impairment. Any remaining difference between the fair value and amortized cost is recognized in OCI. The following table sets forth the amount of pretax 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.



|                                                                                                                                                |  |                              |        |  |      |   |        | 
|----------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------- | ------ |  | ---- | - | ------ | 
|Credit losses recognized in earnings on fixed maturity securities held by the Company for whicha portion of the OTTI loss was recognized in OCI |  | Three Months Ended March 31, |       
|                                                                                                                                                |  | 2011                         |        |  | 2010 |  
|                                                                                                                                                |  | (in thousands)               |       
|Balance, beginning of period                                                                                                                    |  | $                            | 14,148 |  |      | $ | 13,038 | 
|Credit loss impairments previously recognized on securities which matured, paid down, prepaid or were sold during the
period                    |  |                              | (157)  |  |      |   | (369)  | 
|Credit loss impairments previously recognized on securities impaired to fair value during the period (1)                                        |  |                              | -      |  |      |   | -      | 
|Credit loss impairment recognized in the current period on securities not previously impaired                                                   |  |                              | -      |  |      |   | -      | 
|Additional credit loss impairments recognized in the current period on securities previously impaired                                           |  |                              | 159    |  |      |   | 656    | 
|Increases due to the passage of time on previously recorded credit losses                                                                       |  |                              | 132    |  |      |   | 245    | 
|Accretion of credit loss impairments previously recognized due to an increase in cash flows expected to be
collected                            |  |                              | (165)  |  |      |   | (7)    | 
|                                                                                                                                                |  |                              |        |  |      |   |        | 
|Balance, end of period                                                                                                                          |  | $                            | 14,117 |  |      | $ | 13,563 | 
|                                                                                                                                                |  |                              |        |  |      |   |        | 

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



18



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Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements





|6. | INVESTMENTS(continued)
|-- | ----------------------

Trading Account Assets

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



|                             |  |                |                |  |                   |   |                |               |  |   |           |  |  |   |        | 
|---------------------------- |  | -------------- | -------------- |  | ----------------- | - | -------------- | ------------- |  | - | --------- |  |  | - | ------ | 
|                             |  | March 31, 2011 |                |  | December 31, 2010 |  
|                             |  | AmortizedCost  |                |  | FairValue         |   |                | AmortizedCost |  |   | FairValue | 
|                             |  |                | (in thousands) |  |                   |   | (in thousands) |              
|Fixed maturities:            |  |                |                |  |                   |   |                |               |  |   |           |  |  |   |        | 
|Asset-backed securities      |  | $              | 29,759         |  |                   | $ | 31,610         |               |  | $ | 66,205    |  |  | $ | 70,831 | 
|Equity securities            |  |                | 7,981          |  |                   |   | 8,855          |               |  |   | 8,132     |  |  |   | 8,774  | 
|                             |  |                |                |  |                   |   |                |               |  |   |           |  |  |   |        | 
|Total trading account assets |  | $              | 37,740         |  |                   | $ | 40,465         |               |  | $ | 74,337    |  |  | $ | 79,605 | 
|                             |  |                |                |  |                   |   |                |               |  |   |           |  |  |   |        | 

The net change in unrealized gains (losses) from trading account assets still held at period end, recorded
within Asset administration fees and other income was $(2.5) million and $0.3 million during the three months ended March 31, 2011 and 2010, respectively.

Commercial mortgage and other loans

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



|                                                               |  |                |         |  |                   |  |        |        |  |   |           |  |  |  |        | 
|-------------------------------------------------------------- |  | -------------- | ------- |  | ----------------- |  | ------ | ------ |  | - | --------- |  |  |  | ------ | 
|                                                               |  | March 31, 2011 |         |  | December 31, 2010 | 
|                                                               |  |                |         | 
|                                                               |  | Amount         |         |  | % ofTotal         |  |        | Amount |  |   | % ofTotal | 
|Commercial mortgage and other loans by property type           |  | (in thousands) |        
|                                                               |  |                |         | 
|Office buildings                                               |  | $              | 36,811  |  |                   |  | 8.4%   |        |  | $ | 49,248    |  |  |  | 11.3%  | 
|Retail                                                         |  |                | 61,520  |  |                   |  | 14.1%  |        |  |   | 62,078    |  |  |  | 14.3%  | 
|Apartments/Multi-Family                                        |  |                | 130,705 |  |                   |  | 29.9%  |        |  |   | 124,709   |  |  |  | 28.7%  | 
|Industrial Buildings                                           |  |                | 150,725 |  |                   |  | 34.5%  |        |  |   | 142,003   |  |  |  | 32.7%  | 
|Hospitality                                                    |  |                | 8,487   |  |                   |  | 1.9%   |        |  |   | 8,524     |  |  |  | 2.0%   | 
|                                                               |  |                |         |  |                   |  |        |        |  |   |           |  |  |  |        | 
|Total commercial mortgage loans                                |  |                | 388,248 |  |                   |  | 88.8%  |        |  |   | 386,562   |  |  |  | 89.0%  | 
|Agricultural property loans                                    |  |                | 48,971  |  |                   |  | 11.2%  |        |  |   | 47,850    |  |  |  | 11.0%  | 
|                                                               |  |                |         |  |                   |  |        |        |  |   |           |  |  |  |        | 
|Total commercial mortgage and other loans                      |  |                | 437,219 |  |                   |  | 100.0% |        |  |   | 434,412   |  |  |  | 100.0% | 
|Valuation allowance                                            |  |                | (3,456) |  |                   |  |        |        |  |   | (2,980)   |  |  |  |        | 
|                                                               |  |                |         |  |                   |  |        |        |  |   |           |  |  |  |        | 
|Total net commercial mortgage and other loans by property type |  | $              | 433,763 |  |                   |  |        |        |  | $ | 431,432   |  |  |  |        | 
|                                                               |  |                |         |  |                   |  |        |        |  |   |           |  |  |  |        | 

The commercial mortgage and agricultural property loans are geographically dispersed throughout
the United States, Canada and Asia with the largest concentrations California (23%), New York (20%), Ohio (11%), and New Jersey (6%) at March 31, 2011.

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



|                                        |  |                |       |  |                   |   |       | 
|--------------------------------------- |  | -------------- | ----- |  | ----------------- | - | ----- | 
|                                        |  | March 31, 2011 |       |  | December 31, 2010 |  
|                                        |  | (in thousands) |      
|Allowance for losses, beginning of year |  | $              | 2,980 |  |                   | $ | 2,897 | 
|Addition to allowance for losses        |  |                | 476   |  |                   |   | 83    | 
|                                        |  |                |       |  |                   |   |       | 
|Total Ending Balance (1)                |  | $              | 3,456 |  |                   | $ | 2,980 | 
|                                        |  |                |       |  |                   |   |       | 

|(1) | Agricultural loans represent $0.1 million of the ending allowance at March 31, 2011 and December 31, 2010.
|--- | ----------------------------------------------------------------------------------------------------------



19



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Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements





|6. | INVESTMENTS(continued)
|-- | ----------------------

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



|                                                      |  |                |         |  |                |   |        |       |  |   |         | 
|----------------------------------------------------- |  | -------------- | ------- |  | -------------- | - | ------ | ----- |  | - | ------- | 
|                                                      |  | March 31, 2011 |        
|                                                      |  | Commercial     |         |  | Agricultural   |   |        |       | 
|                                                      |  | Mortgage       |         |  | Property       |   |        |       | 
|                                                      |  | Loans          |         |  | Loans          |   |        | Total | 
|                                                      |  |                |        
|                                                      |  |                |         |  | (in thousands) |   |        |       | 
|Allowance for Credit Losses:                          |  |                |         |  |                |   |        |       |  |   |         | 
|Ending Balance: individually evaluated for impairment |  | $              | 386     |  |                | $ | -      |       |  | $ | 386     | 
|Ending Balance: collectively evaluated for impairment |  |                | 2,922   |  |                |   | 148    |       |  |   | 3,070   | 
|                                                      |  |                |         |  |                |   |        |       |  |   |         | 
|Total Ending Balance                                  |  | $              | 3,308   |  |                | $ | 148    |       |  | $ | 3,456   | 
|                                                      |  |                |        
|Recorded Investment: (1)                              |  |                |         |  |                |   |        |       |  |   |         | 
|Ending Balance: individually evaluated for impairment |  | $              | 3,763   |  |                | $ | -      |       |  | $ | 3,763   | 
|Ending Balance: collectively evaluated for impairment |  |                | 384,485 |  |                |   | 48,971 |       |  |   | 433,456 | 
|                                                      |  |                |         |  |                |   |        |       |  |   |         | 
|Total ending balance, gross of reserves               |  | $              | 388,248 |  |                | $ | 48,971 |       |  | $ | 437,219 | 
|                                                      |  |                |         |  |                |   |        |       |  |   |         | 



| | (1) | Recorded investment reflects the balance sheet carrying value gross of related allowance
| | --- | ----------------------------------------------------------------------------------------



|                                                      |  |                   |         |  |              |   |        |       |  |   |         | 
|----------------------------------------------------- |  | ----------------- | ------- |  | ------------ | - | ------ | ----- |  | - | ------- | 
|                                                      |  | December 31, 2010 |        
|                                                      |  | Commercial        |         |  | Agricultural |   |        |       | 
|                                                      |  | Mortgage          |         |  | Property     |   |        |       | 
|                                                      |  | Loans             |         |  | Loans        |   |        | Total | 
|                                                      | 
|                                                      |  | (in thousands)    |        
|Allowance for Credit Losses:                          |  |                   |         |  |              |   |        |       |  |   |         | 
|Ending Balance: individually evaluated for impairment |  | $                 | 416     |  |              | $ | -      |       |  | $ | 416     | 
|Ending Balance: collectively evaluated for impairment |  |                   | 2,410   |  |              |   | 154    |       |  |   | 2,564   | 
|                                                      |  |                   |         |  |              |   |        |       |  |   |         | 
|Total Ending Balance                                  |  | $                 | 2,826   |  |              | $ | 154    |       |  | $ | 2,980   | 
|                                                      |  |                   |        
|Recorded Investment: (1)                              |  |                   |         |  |              |   |        |       |  |   |         | 
|Ending Balance: individually evaluated for impairment |  | $                 | 3,782   |  |              | $ | -      |       |  | $ | 3,782   | 
|Ending Balance: collectively evaluated for impairment |  |                   | 382,780 |  |              |   | 47,850 |       |  |   | 430,630 | 
|                                                      |  |                   |         |  |              |   |        |       |  |   |         | 
|Total ending balance, gross of reserves               |  | $                 | 386,562 |  |              | $ | 47,850 |       |  | $ | 434,412 | 
|                                                      |  |                   |         |  |              |   |        |       |  |   |         | 



| | (1) | 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, impaired commercial mortgage and other loans identified in managements specific review of probable loan losses and the related allowance for losses at March 31, 2011 and
December 31, 2010 had a recorded investment of $3.8 million and a related allowance of $0.4 million for both periods, all of which related to the hospitality property type. The average recorded investment in these impaired loans before
allowance for losses was $3.8 million at March 31, 2011 and December 31, 2010. Net investment income recognized on these loans totaled $43 thousand for the three months ended March 31, 2011 and $266 thousand for the year ended
December 31, 2010. See Note 2 for information regarding the Companys accounting policies for non-performing loans.



20



---

Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements



|6. | INVESTMENTS(continued)
|-- | ----------------------



Impaired commercial mortgage and other loans with no allowance for losses are loans in
which the fair value of the collateral or the net present value of the loans expected future cash flows equals or exceeds the recorded investment. The Company had no such loans at March 31, 2011 or December 31, 2010.

The following tables set forth the credit quality indicators as of March 31, 2011, based upon the recorded investment gross of
allowance for credit losses.



|                                          |  |                                              |        |  |             |   |   |              |  |   |              |  |  |              |        |  |               |   |        |            |  |   |         |  |  |   |         | 
|----------------------------------------- |  | -------------------------------------------- | ------ |  | ----------- | - | - | ------------ |  | - | ------------ |  |  | ------------ | ------ |  | ------------- | - | ------ | ---------- |  | - | ------- |  |  | - | ------- | 
|Commercial mortgage loans                 |  |                                              |       
|                                          |  | Debt Service Coverage Ratio  March 31, 2011 |       
|                                          |  | Greaterthan 2.0X                             |        |  | 1.8X to2.0X |   |   | 1.5X to<1.8X |  |   | 1.2X to<1.5X |  |  | 1.0X to<1.2X |        |  | Less than1.0X |   |        | GrandTotal | 
|Loan-to-Value Ratio                       |  | (in thousands)                               |       
|0%-49.99%                                 |  | $                                            | 32,417 |  |             | $ | - |              |  | $ | 40,377       |  |  | $            | 3,750  |  |               | $ | 74,375 |            |  | $ | 23,381  |  |  | $ | 174,300 | 
|50%-59.99%                                |  |                                              | 6,766  |  |             |   | - |              |  |   | 10,918       |  |  |              | 5,976  |  |               |   | -      |            |  |   | -       |  |  |   | 23,660  | 
|60%-69.99%                                |  |                                              | 9,833  |  |             |   | - |              |  |   | 35,937       |  |  |              | 45,108 |  |               |   | 4,846  |            |  |   | 16,830  |  |  |   | 112,554 | 
|70%-79.99%                                |  |                                              | -      |  |             |   | - |              |  |   | -            |  |  |              | 5,004  |  |               |   | -      |            |  |   | 4,844   |  |  |   | 9,848   | 
|80%-89.99%                                |  |                                              | -      |  |             |   | - |              |  |   | -            |  |  |              | -      |  |               |   | -      |            |  |   | 49,161  |  |  |   | 49,161  | 
|90%-100%                                  |  |                                              | -      |  |             |   | - |              |  |   | -            |  |  |              | -      |  |               |   | -      |            |  |   | 10,000  |  |  |   | 10,000  | 
|Greater than 100%                         |  |                                              | -      |  |             |   | - |              |  |   | 3,763        |  |  |              | -      |  |               |   | -      |            |  |   | 4,962   |  |  |   | 8,725   | 
|                                          |  |                                              |        |  |             |   |   |              |  |   |              |  |  |              |        |  |               |   |        |            |  |   |         |  |  |   |         | 
|Total commercial mortgage                 |  | $                                            | 49,016 |  |             | $ | - |              |  | $ | 90,995       |  |  | $            | 59,838 |  |               | $ | 79,221 |            |  | $ | 109,178 |  |  | $ | 388,248 | 
|                                          |  |                                              |        |  |             |   |   |              |  |   |              |  |  |              |        |  |               |   |        |            |  |   |         |  |  |   |         | 
|                                         
|Agricultural property loans               | 
|                                          | 
|                                          |  | Debt Service Coverage Ratio  March 31, 2011 |       
|                                          |  | Greaterthan 2.0X                             |        |  | 1.8X to2.0X |   |   | 1.5X to<1.8X |  |   | 1.2X to<1.5X |  |  | 1.0X to<1.2X |        |  | Less than1.0X |   |        | GrandTotal | 
|Loan-to-Value Ratio                       |  | (in thousands)                               |       
|0%-49.99%                                 |  | $                                            | 9,193  |  |             | $ | - |              |  | $ | 5,475        |  |  | $            | 17,981 |  |               | $ | -      |            |  | $ | -       |  |  | $ | 32,649  | 
|50%-59.99%                                |  |                                              | -      |  |             |   | - |              |  |   | 14,912       |  |  |              | -      |  |               |   | -      |            |  |   | -       |  |  |   | 14,912  | 
|60%-69.99%                                |  |                                              | -      |  |             |   | - |              |  |   | 1,410        |  |  |              | -      |  |               |   | -      |            |  |   | -       |  |  |   | 1,410   | 
|70%-79.99%                                |  |                                              | -      |  |             |   | - |              |  |   | -            |  |  |              | -      |  |               |   | -      |            |  |   | -       |  |  |   | -       | 
|80%-89.99%                                |  |                                              | -      |  |             |   | - |              |  |   | -            |  |  |              | -      |  |               |   | -      |            |  |   | -       |  |  |   | -       | 
|90%-100%                                  |  |                                              | -      |  |             |   | - |              |  |   | -            |  |  |              | -      |  |               |   | -      |            |  |   | -       |  |  |   | -       | 
|Greater than 100%                         |  |                                              | -      |  |             |   | - |              |  |   | -            |  |  |              | -      |  |               |   | -      |            |  |   | -       |  |  |   | -       | 
|                                          |  |                                              |        |  |             |   |   |              |  |   |              |  |  |              |        |  |               |   |        |            |  |   |         |  |  |   |         | 
|Total agricultural                        |  | $                                            | 9,193  |  |             | $ | - |              |  | $ | 21,797       |  |  | $            | 17,981 |  |               | $ | -      |            |  | $ | -       |  |  | $ | 48,971  | 
|                                          |  |                                              |        |  |             |   |   |              |  |   |              |  |  |              |        |  |               |   |        |            |  |   |         |  |  |   |         | 
|                                          |  |                                              |        |  |             |   |  
|Total commercial mortgage andother loans  |  |                                              |        |  |             |   |   |              |  |   |              |  |  |              |        |  |               |   |        |            | 
|                                          |  | Debt Service Coverage Ratio  March 31, 2011 |       
|                                          |  | Greaterthan 2.0X                             |        |  | 1.8X to2.0X |   |   | 1.5X to<1.8X |  |   | 1.2X to<1.5X |  |  | 1.0X to<1.2X |        |  | Less than1.0X |   |        | GrandTotal | 
|Loan-to-Value Ratio                       |  | (in thousands)                               |       
|0%-49.99%                                 |  | $                                            | 41,610 |  |             | $ | - |              |  | $ | 45,852       |  |  | $            | 21,731 |  |               | $ | 74,375 |            |  | $ | 23,381  |  |  | $ | 206,949 | 
|50%-59.99%                                |  |                                              | 6,766  |  |             |   | - |              |  |   | 25,830       |  |  |              | 5,976  |  |               |   | -      |            |  |   | -       |  |  |   | 38,572  | 
|60%-69.99%                                |  |                                              | 9,833  |  |             |   | - |              |  |   | 37,347       |  |  |              | 45,108 |  |               |   | 4,846  |            |  |   | 16,830  |  |  |   | 113,964 | 
|70%-79.99%                                |  |                                              | -      |  |             |   | - |              |  |   | -            |  |  |              | 5,004  |  |               |   | -      |            |  |   | 4,844   |  |  |   | 9,848   | 
|80%-89.99%                                |  |                                              | -      |  |             |   | - |              |  |   | -            |  |  |              | -      |  |               |   | -      |            |  |   | 49,161  |  |  |   | 49,161  | 
|90%-100%                                  |  |                                              | -      |  |             |   | - |              |  |   | -            |  |  |              | -      |  |               |   | -      |            |  |   | 10,000  |  |  |   | 10,000  | 
|Greater than 100%                         |  |                                              | -      |  |             |   | - |              |  |   | 3,763        |  |  |              | -      |  |               |   | -      |            |  |   | 4,962   |  |  |   | 8,725   | 
|                                          |  |                                              |        |  |             |   |   |              |  |   |              |  |  |              |        |  |               |   |        |            |  |   |         |  |  |   |         | 
|Total commercial mortgage and other loans |  | $                                            | 58,209 |  |             | $ | - |              |  | $ | 112,792      |  |  | $            | 77,819 |  |               | $ | 79,221 |            |  | $ | 109,178 |  |  | $ | 437,219 | 
|                                          |  |                                              |        |  |             |   |   |              |  |   |              |  |  |              |        |  |               |   |        |            |  |   |         |  |  |   |         | 

See Note 2 for further discussion regarding the credit quality of other loans.



21



---

Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements





|6. | INVESTMENTS(continued)
|-- | ----------------------



The following tables set forth the credit quality indicators as of December 31,
2010 based upon the recorded investment gross of allowance for credit losses.



|                                          |  |                                                 |        |  |             |   |        |              |  |   |              |  |  |              |        |  |               |   |        |            |  |   |         |  |  |   |         | 
|----------------------------------------- |  | ----------------------------------------------- | ------ |  | ----------- | - | ------ | ------------ |  | - | ------------ |  |  | ------------ | ------ |  | ------------- | - | ------ | ---------- |  | - | ------- |  |  | - | ------- | 
|Commercial mortgage loans                 |  |                                                 |       
|                                          |  | Debt Service Coverage Ratio  December 31, 2010 |       
|                                          |  |                                                 |        |  |             |   |       
|                                          |  | Greaterthan 2.0X                                |        |  | 1.8X to2.0X |   |        | 1.5X to<1.8X |  |   | 1.2X to<1.5X |  |  | 1.0X to<1.2X |        |  | Less than1.0X |   |        | GrandTotal | 
|Loan-to-Value Ratio                       |  | (in thousands)                                  |       
|0%-49.99%                                 |  | $                                               | 36,868 |  |             | $ | 12,127 |              |  | $ | 30,407       |  |  | $            | 3,750  |  |               | $ | 74,144 |            |  | $ | 23,736  |  |  | $ | 181,032 | 
|50%-59.99%                                |  |                                                 | 6,795  |  |             |   | -      |              |  |   | -            |  |  |              | 11,186 |  |               |   | 1,495  |            |  |   | -       |  |  |   | 19,476  | 
|60%-69.99%                                |  |                                                 | -      |  |             |   | -      |              |  |   | 6,680        |  |  |              | 55,286 |  |               |   | 4,864  |            |  |   | 2,137   |  |  |   | 68,967  | 
|70%-79.99%                                |  |                                                 | -      |  |             |   | -      |              |  |   | 24,362       |  |  |              | 5,030  |  |               |   | -      |            |  |   | 14,782  |  |  |   | 44,174  | 
|80%-89.99%                                |  |                                                 | -      |  |             |   | -      |              |  |   | -            |  |  |              | -      |  |               |   | -      |            |  |   | 54,175  |  |  |   | 54,175  | 
|90%-100%                                  |  |                                                 | -      |  |             |   | -      |              |  |   | -            |  |  |              | -      |  |               |   | -      |            |  |   | 10,000  |  |  |   | 10,000  | 
|Greater than 100%                         |  |                                                 | -      |  |             |   | -      |              |  |   | -            |  |  |              | 3,782  |  |               |   | -      |            |  |   | 4,956   |  |  |   | 8,738   | 
|                                          |  |                                                 |        |  |             |   |        |              |  |   |              |  |  |              |        |  |               |   |        |            |  |   |         |  |  |   |         | 
|Total commercial mortgage                 |  | $                                               | 43,663 |  |             | $ | 12,127 |              |  | $ | 61,449       |  |  | $            | 79,034 |  |               | $ | 80,503 |            |  | $ | 109,786 |  |  | $ | 386,562 | 
|                                          |  |                                                 |        |  |             |   |        |              |  |   |              |  |  |              |        |  |               |   |        |            |  |   |         |  |  |   |         | 
|                                         
|Agricultural property loans               | 
|                                          | 
|                                          |  | Debt Service Coverage Ratio  December 31, 2010 |       
|                                          |  |                                                 |        |  |             |   |       
|                                          |  | Greaterthan 2.0X                                |        |  | 1.8X to2.0X |   |        | 1.5X to<1.8X |  |   | 1.2X to<1.5X |  |  | 1.0X to<1.2X |        |  | Less than1.0X |   |        | GrandTotal | 
|Loan-to-Value Ratio                       |  | (in thousands)                                  |       
|0%-49.99%                                 |  | $                                               | 9,418  |  |             | $ | -      |              |  | $ | 480          |  |  | $            | 10,371 |  |               | $ | 12,610 |            |  | $ | -       |  |  | $ | 32,879  | 
|50%-59.99%                                |  |                                                 | -      |  |             |   | 12,091 |              |  |   | 2,880        |  |  |              | -      |  |               |   | -      |            |  |   | -       |  |  |   | 14,971  | 
|60%-69.99%                                |  |                                                 | -      |  |             |   | -      |              |  |   | -            |  |  |              | -      |  |               |   | -      |            |  |   | -       |  |  |   | -       | 
|70%-79.99%                                |  |                                                 | -      |  |             |   | -      |              |  |   | -            |  |  |              | -      |  |               |   | -      |            |  |   | -       |  |  |   | -       | 
|80%-89.99%                                |  |                                                 | -      |  |             |   | -      |              |  |   | -            |  |  |              | -      |  |               |   | -      |            |  |   | -       |  |  |   | -       | 
|90%-100%                                  |  |                                                 | -      |  |             |   | -      |              |  |   | -            |  |  |              | -      |  |               |   | -      |            |  |   | -       |  |  |   | -       | 
|Greater than 100%                         |  |                                                 | -      |  |             |   | -      |              |  |   | -            |  |  |              | -      |  |               |   | -      |            |  |   | -       |  |  |   | -       | 
|                                          |  |                                                 |        |  |             |   |        |              |  |   |              |  |  |              |        |  |               |   |        |            |  |   |         |  |  |   |         | 
|Total agricultural                        |  | $                                               | 9,418  |  |             | $ | 12,091 |              |  | $ | 3,360        |  |  | $            | 10,371 |  |               | $ | 12,610 |            |  | $ | -       |  |  | $ | 47,850  | 
|                                          |  |                                                 |        |  |             |   |        |              |  |   |              |  |  |              |        |  |               |   |        |            |  |   |         |  |  |   |         | 
|                                          |  |                                                 |        |  |             |   |       
|Total commercial mortgage and other loans |  |                                                 |        |  |             |   |        |              |  |   |              |  |  |              |        |  |               |   |        |            | 
|                                          |  | Debt Service Coverage Ratio  December 31, 2010 |       
|                                          |  |                                                 |        |  |             |   |       
|                                          |  | Greaterthan 2.0X                                |        |  | 1.8X to2.0X |   |        | 1.5X to<1.8X |  |   | 1.2X to<1.5X |  |  | 1.0X to<1.2X |        |  | Less than1.0X |   |        | GrandTotal | 
|Loan-to-Value Ratio                       |  | (in thousands)                                  |       
|0%-49.99%                                 |  | $                                               | 46,286 |  |             | $ | 12,127 |              |  | $ | 30,887       |  |  | $            | 14,121 |  |               | $ | 86,754 |            |  | $ | 23,736  |  |  | $ | 213,911 | 
|50%-59.99%                                |  |                                                 | 6,795  |  |             |   | 12,091 |              |  |   | 2,880        |  |  |              | 11,186 |  |               |   | 1,495  |            |  |   | -       |  |  |   | 34,447  | 
|60%-69.99%                                |  |                                                 | -      |  |             |   | -      |              |  |   | 6,680        |  |  |              | 55,286 |  |               |   | 4,864  |            |  |   | 2,137   |  |  |   | 68,967  | 
|70%-79.99%                                |  |                                                 | -      |  |             |   | -      |              |  |   | 24,362       |  |  |              | 5,030  |  |               |   | -      |            |  |   | 14,782  |  |  |   | 44,174  | 
|80%-89.99%                                |  |                                                 | -      |  |             |   | -      |              |  |   | -            |  |  |              | -      |  |               |   | -      |            |  |   | 54,175  |  |  |   | 54,175  | 
|90%-100%                                  |  |                                                 | -      |  |             |   | -      |              |  |   | -            |  |  |              | -      |  |               |   | -      |            |  |   | 10,000  |  |  |   | 10,000  | 
|Greater than 100%                         |  |                                                 | -      |  |             |   | -      |              |  |   | -            |  |  |              | 3,782  |  |               |   | -      |            |  |   | 4,956   |  |  |   | 8,738   | 
|                                          |  |                                                 |        |  |             |   |        |              |  |   |              |  |  |              |        |  |               |   |        |            |  |   |         |  |  |   |         | 
|Total commercial mortgage and other loans |  | $                                               | 53,081 |  |             | $ | 24,218 |              |  | $ | 64,809       |  |  | $            | 89,405 |  |               | $ | 93,113 |            |  | $ | 109,786 |  |  | $ | 434,412 | 
|                                          |  |                                                 |        |  |             |   |        |              |  |   |              |  |  |              |        |  |               |   |        |            |  |   |         |  |  |   |         | 

See Note 2 for further discussion regarding the credit quality of other loans.



22



---

Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements





|6. | INVESTMENTS(continued)
|-- | ----------------------

As of March 31, 2011 and December 31, 2010, all commercial mortgage and other loans were in current status including $5.0 million of office loans and $3.8 million of hospitality loans in
non-accrual status at the end of both periods.

For the quarter ended March 31, 2011, there were no commercial mortgage
and other loans sold or acquired.

Net Investment Income

Net investment income for the three months ended March 31, 2011 and 2010 was from the following sources:



|                                            |  |                              |  |  |         |  |  |   |  |  |         | 
|------------------------------------------- |  | ---------------------------- |  |  | ------- |  |  | - |  |  | ------- | 
|                                            |  | Three Months Ended
March 31, | 
|                                            |  | 2011                         |  |  | 2010    | 
|                                            |  | (in thousands)               | 
|Fixed maturities, available for sale        |  | $                            |  |  | 72,970  |  |  | $ |  |  | 92,107  | 
|Equity securities, available for sale       |  |                              |  |  | 195     |  |  |   |  |  | 206     | 
|Trading account assets                      |  |                              |  |  | 701     |  |  |   |  |  | 807     | 
|Commercial mortgage and other loans         |  |                              |  |  | 8,309   |  |  |   |  |  | 6,704   | 
|Policy loans                                |  |                              |  |  | 111     |  |  |   |  |  | 110     | 
|Short-term investments and cash equivalents |  |                              |  |  | 120     |  |  |   |  |  | 379     | 
|Other long-term investments                 |  |                              |  |  | 445     |  |  |   |  |  | 387     | 
|                                            |  |                              |  |  |         |  |  |   |  |  |         | 
|Gross investment income                     |  |                              |  |  | 82,851  |  |  |   |  |  | 100,700 | 
|Less investment expenses                    |  |                              |  |  | (1,720) |  |  |   |  |  | (2,140) | 
|                                            |  |                              |  |  |         |  |  |   |  |  |         | 
|Net investment income                       |  | $                            |  |  | 81,131  |  |  | $ |  |  | 98,560  | 
|                                            |  |                              |  |  |         |  |  |   |  |  |         | 

Realized Investment Gains (Losses), Net

Realized investment gains (losses), net, for the three months ended March 31, 2011 and 2010 were from the following sources:



|                                        |  |                            |  |  |          |  |  |   |  |  |         | 
|--------------------------------------- |  | -------------------------- |  |  | -------- |  |  | - |  |  | ------- | 
|                                        |  | Three Months
EndedMarch 31 | 
|                                        |  | 2011                       |  |  | 2010     | 
|                                        |  | (in thousands)             | 
|Fixed maturities                        |  | $                          |  |  | 15,565   |  |  | $ |  |  | (38)    | 
|Equity securities                       |  |                            |  |  | -        |  |  |   |  |  | (368)   | 
|Commercial mortgage and other loans     |  |                            |  |  | (476)    |  |  |   |  |  | 235     | 
|Derivatives                             |  |                            |  |  | (16,948) |  |  |   |  |  | (6,700) | 
|Other                                   |  |                            |  |  | -        |  |  |   |  |  | 14      | 
|                                        |  |                            |  |  |          |  |  |   |  |  |         | 
|Realized investment gains (losses), net |  | $                          |  |  | (1,859)  |  |  | $ |  |  | (6,857) | 
|                                        |  |                            |  |  |          |  |  |   |  |  |         | 

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 Statements of Financial
Position as a component of Accumulated other comprehensive income (loss), or 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:



23



---

Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements





|6. | INVESTMENTS(continued)
|-- | ----------------------



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



|                                                                                                                                                       |  |                                            |        |   |                                                                                              |   |       |                                      |  |   |                                                                                              |  |  |   |        |  
|------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------------------------------------ | ------ | - | -------------------------------------------------------------------------------------------- | - | ----- | ------------------------------------ |  | - | -------------------------------------------------------------------------------------------- |  |  | - | ------ | -
|                                                                                                                                                       |  | Net UnrealizedGains (Losses)on Investments |        |   | Deferred PolicyAcquisition Costs,Deferred SalesInducements 
andValuation ofBusiness Acquired |   |       | DeferredIncome Tax(Liability)Benefit |  |   | Accumulated OtherComprehensiveIncome (Loss)Related To 
NetUnrealizedInvestment Gains(Losses) | 
|                                                                                                                                                       |  | (in thousands)                             |       
|Balance, December 31, 2010                                                                                                                             |  | $                                          | (6,560 | ) |                                                                                              | $ | 2,852 |                                      |  | $ | 1,313                                                                                        |  |  | $ | (2,395 | )
|Net investment gains (losses) on investments arising during the period                                                                                 |  |                                            | 953    |   |                                                                                              |   | -     |                                      |  |   | (334)                                                                                        |  |  |   | 619    |  
|Reclassification adjustment for (gains) losses included in net income                                                                                  |  |                                            | 225    |   |                                                                                              |   | -     |                                      |  |   | (79)                                                                                         |  |  |   | 146    |  
|Impact of net unrealized investment (gains) losses on deferred policy acquisition costs, deferred sales inducements and valuation of business acquired |  |                                            | -      |   |                                                                                              |   | (186) |                                      |  |   | 65                                                                                           |  |  |   | (121)  |  
|                                                                                                                                                       |  |                                            |        |   |                                                                                              |   |       |                                      |  |   |                                                                                              |  |  |   |        |  
|Balance, March 31, 2011                                                                                                                                |  | $                                          | (5,382 | ) |                                                                                              | $ | 2,666 |                                      |  | $ | 965                                                                                          |  |  | $ | (1,751 | )
|                                                                                                                                                       |  |                                            |        |   |                                                                                              |   |       |                                      |  |   |                                                                                              |  |  |   |        |  

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

All Other Net Unrealized Investment Gains and Losses in AOCI



|                                                                                                                                                       |  |                                                |          |  |                                                                                             |   |          |                                       |  |   |                                                                                             |   |  |   |          | 
|------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ---------------------------------------------- | -------- |  | ------------------------------------------------------------------------------------------- | - | -------- | ------------------------------------- |  | - | ------------------------------------------------------------------------------------------- | - |  | - | -------- | 
|                                                                                                                                                       |  | Net UnrealizedGains (Losses) onInvestments (2) |          |  | Deferred PolicyAcquisition Costs,Deferred SalesInducements andValuation
ofBusiness Acquired |   |          | Deferred IncomeTax (Liability)Benefit |  |   | AccumulatedOtherComprehensiveIncome (Loss)Related To 
NetUnrealizedInvestmentGains (Losses) |  
|                                                                                                                                                       |  | (in thousands)                                 |         
|Balance, December 31, 2010                                                                                                                             |  | $                                              | 504,664  |  |                                                                                             | $ | (220,898 | )                                     |  | $ | (100,163                                                                                    | ) |  | $ | 183,603  | 
|Net investment gains (losses) on investments arising during the period                                                                                 |  |                                                | (36,333) |  |                                                                                             |   | -        |                                       |  |   | 12,717                                                                                      |   |  |   | (23,616) | 
|Reclassification adjustment for (gains) losses included in net income                                                                                  |  |                                                | (15,790) |  |                                                                                             |   | -        |                                       |  |   | 5,530                                                                                       |   |  |   | (10,260) | 
|Impact of net unrealized investment (gains) losses on deferred policy acquisition costs, deferred sales inducements and valuation of business acquired |  |                                                | -        |  |                                                                                             |   | (171)    |                                       |  |   | 60                                                                                          |   |  |   | (111)    | 
|                                                                                                                                                       |  |                                                |          |  |                                                                                             |   |          |                                       |  |   |                                                                                             |   |  |   |          | 
|Balance, March 31, 2011                                                                                                                                |  | $                                              | 452,541  |  |                                                                                             | $ | (221,069 | )                                     |  | $ | (81,856                                                                                     | ) |  | $ | 149,616  | 
|                                                                                                                                                       |  |                                                |          |  |                                                                                             |   |          |                                       |  |   |                                                                                             |   |  |   |          | 

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

|(2) | Includes cash flow hedges. See Note 8 to the Unaudited Interim Financial Statements included herein for additional discussion of our cash flow
hedges.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------



24



---

Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements





|6. | INVESTMENTS(continued)
|-- | ----------------------



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



|                                                                    |  |                |  |  |                  |  |         |  |  |   |  |  |  |  |         | 
|------------------------------------------------------------------- |  | -------------- |  |  | ---------------- |  | ------- |  |  | - |  |  |  |  | ------- | 
|                                                                    |  | March 31,2011  |  |  | December 31,2010 | 
|                                                                    |  | (in thousands) | 
|Fixed maturity securities on which an OTTI loss has been recognized |  | $              |  |  |                  |  | (5,382) |  |  | $ |  |  |  |  | (6,560) | 
|Fixed maturity securities, available for sale  all other           |  |                |  |  |                  |  | 447,707 |  |  |   |  |  |  |  | 498,517 | 
|Equity securities, available for sale                               |  |                |  |  |                  |  | 3,207   |  |  |   |  |  |  |  | 3,103   | 
|Affiliated notes                                                    |  |                |  |  |                  |  | 5,144   |  |  |   |  |  |  |  | 5,511   | 
|Derivatives designated as cash flow hedges (1)                      |  |                |  |  |                  |  | (3,526) |  |  |   |  |  |  |  | (2,462) | 
|Other long term investments                                         |  |                |  |  |                  |  | 9       |  |  |   |  |  |  |  | (5)     | 
|                                                                    |  |                |  |  |                  |  |         | 
|Unrealized gains (losses) on investments and Derivatives            |  | $              |  |  |                  |  | 447,159 |  |  | $ |  |  |  |  | 498,104 | 
|                                                                    |  |                |  |  |                  |  |         | 

|(1) | See Note 8 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:



|                                                                                     |  |                        |  |  |                      |  |        |           |  |   |                  |  |  |           |     |  |                  |   |  |  |  |  |        |  |  |   |  |  |  |  |       |  |  |   |  |  |  |  |         |  |  |   |  |  |  |  |       | 
|------------------------------------------------------------------------------------ |  | ---------------------- |  |  | -------------------- |  | ------ | --------- |  | - | ---------------- |  |  | --------- | --- |  | ---------------- | - |  |  |  |  | ------ |  |  | - |  |  |  |  | ----- |  |  | - |  |  |  |  | ------- |  |  | - |  |  |  |  | ----- | 
|                                                                                     |  | March 31, 2011         | 
|                                                                                     |  | Less than twelvemonths |  |  | Twelve monthsor more |  |        | Total     | 
|                                                                                     |  | FairValue              |  |  | UnrealizedLosses     |  |        | FairValue |  |   | UnrealizedLosses |  |  | FairValue |     |  | UnrealizedLosses |  
|                                                                                     |  | (in thousands)         | 
|Fixed maturities, available for sale                                                 |  |                        |  |  |                      |  |        |           |  |   |                  |  |  |           |     |  |                  |   |  |  |  |  |        |  |  |   |  |  |  |  |       |  |  |   |  |  |  |  |         |  |  |   |  |  |  |  |       | 
|U.S. Treasury securities and obligations of U.S. government authorities and agencies |  | $                      |  |  |                      |  | -      |           |  | $ |                  |  |  |           | -   |  |                  | $ |  |  |  |  | -      |  |  | $ |  |  |  |  | -     |  |  | $ |  |  |  |  | -       |  |  | $ |  |  |  |  | -     | 
|Corporate securities                                                                 |  |                        |  |  |                      |  | 77,296 |           |  |   |                  |  |  |           | 639 |  |                  |   |  |  |  |  | -      |  |  |   |  |  |  |  | -     |  |  |   |  |  |  |  | 77,296  |  |  |   |  |  |  |  | 639   | 
|Commercial mortgage-backed securities                                                |  |                        |  |  |                      |  | -      |           |  |   |                  |  |  |           | -   |  |                  |   |  |  |  |  | -      |  |  |   |  |  |  |  | -     |  |  |   |  |  |  |  | -       |  |  |   |  |  |  |  | -     | 
|Asset-backed securities                                                              |  |                        |  |  |                      |  | 4,253  |           |  |   |                  |  |  |           | 62  |  |                  |   |  |  |  |  | 43,516 |  |  |   |  |  |  |  | 6,013 |  |  |   |  |  |  |  | 47,769  |  |  |   |  |  |  |  | 6,075 | 
|Residential mortgage-backed securities                                               |  |                        |  |  |                      |  | 597    |           |  |   |                  |  |  |           | 24  |  |                  |   |  |  |  |  | -      |  |  |   |  |  |  |  | -     |  |  |   |  |  |  |  | 597     |  |  |   |  |  |  |  | 24    | 
|                                                                                     |  |                        |  |  |                      |  |        |           |  |   |                  |  |  |           |     |  |                  |   |  |  |  |  |        | 
|Total                                                                                |  | $                      |  |  |                      |  | 82,146 |           |  | $ |                  |  |  |           | 725 |  |                  | $ |  |  |  |  | 43,516 |  |  | $ |  |  |  |  | 6,013 |  |  | $ |  |  |  |  | 125,662 |  |  | $ |  |  |  |  | 6,738 | 
|                                                                                     |  |                        |  |  |                      |  |        |           |  |   |                  |  |  |           |     |  |                  |   |  |  |  |  |        | 
|Equity securities, available for sale                                                |  | $                      |  |  |                      |  | 2,485  |           |  | $ |                  |  |  |           | 15  |  |                  | $ |  |  |  |  | 747    |  |  | $ |  |  |  |  | 45    |  |  | $ |  |  |  |  | 3,232   |  |  | $ |  |  |  |  | 60    | 
|                                                                                     |  |                        |  |  |                      |  |        |           |  |   |                  |  |  |           |     |  |                  |   |  |  |  |  |        | 
|                                                                                     | 
|                                                                                     |  | December 31, 2010      | 
|                                                                                     |  | Less than twelvemonths |  |  | Twelve monthsor more |  |        | Total     | 
|                                                                                     |  | FairValue              |  |  | UnrealizedLosses     |  |        | FairValue |  |   | UnrealizedLosses |  |  | FairValue |     |  | UnrealizedLosses |  
|                                                                                     |  | (in thousands)         | 
|Fixed maturities                                                                     |  |                        |  |  |                      |  |        |           |  |   |                  |  |  |           |     |  |                  |   |  |  |  |  |        |  |  |   |  |  |  |  |       |  |  |   |  |  |  |  |         |  |  |   |  |  |  |  |       | 
|U.S. Treasury securities and obligations of U.S. government authorities and agencies |  | $                      |  |  |                      |  | -      |           |  | $ |                  |  |  |           | -   |  |                  | $ |  |  |  |  | -      |  |  | $ |  |  |  |  | -     |  |  | $ |  |  |  |  | -       |  |  | $ |  |  |  |  | -     | 
|Corporate securities                                                                 |  |                        |  |  |                      |  | 50,071 |           |  |   |                  |  |  |           | 366 |  |                  |   |  |  |  |  | 62     |  |  |   |  |  |  |  | -     |  |  |   |  |  |  |  | 50,133  |  |  |   |  |  |  |  | 366   | 
|Commercial mortgage-backed securities                                                |  |                        |  |  |                      |  | 4,992  |           |  |   |                  |  |  |           | -   |  |                  |   |  |  |  |  | -      |  |  |   |  |  |  |  | -     |  |  |   |  |  |  |  | 4,992   |  |  |   |  |  |  |  | -     | 
|Asset-backed securities                                                              |  |                        |  |  |                      |  | 25,905 |           |  |   |                  |  |  |           | 199 |  |                  |   |  |  |  |  | 42,402 |  |  |   |  |  |  |  | 7,591 |  |  |   |  |  |  |  | 68,307  |  |  |   |  |  |  |  | 7,790 | 
|Residential mortgage-backed securities                                               |  |                        |  |  |                      |  | -      |           |  |   |                  |  |  |           | -   |  |                  |   |  |  |  |  | -      |  |  |   |  |  |  |  | -     |  |  |   |  |  |  |  | -       |  |  |   |  |  |  |  | -     | 
|                                                                                     |  |                        |  |  |                      |  |        |           |  |   |                  |  |  |           |     |  |                  |   |  |  |  |  |        | 
|Total                                                                                |  | $                      |  |  |                      |  | 80,968 |           |  | $ |                  |  |  |           | 565 |  |                  | $ |  |  |  |  | 42,464 |  |  | $ |  |  |  |  | 7,591 |  |  | $ |  |  |  |  | 123,432 |  |  | $ |  |  |  |  | 8,156 | 
|                                                                                     |  |                        |  |  |                      |  |        |           |  |   |                  |  |  |           |     |  |                  |   |  |  |  |  |        | 
|Equity securities, available for sale                                                |  | $                      |  |  |                      |  | -      |           |  | $ |                  |  |  |           | -   |  |                  | $ |  |  |  |  | 746    |  |  | $ |  |  |  |  | 47    |  |  | $ |  |  |  |  | 746     |  |  | $ |  |  |  |  | 47    | 
|                                                                                     |  |                        |  |  |                      |  |        |           |  |   |                  |  |  |           |     |  |                  |   |  |  |  |  |        | 

The gross unrealized losses, related to fixed maturities at March 31, 2011 and December 31, 2010
are composed of $5.5 million and $6.1 million related to high or highest quality securities based on NAIC or equivalent rating and $1.2 million and $2.0 million, respectively, related to other than high or highest quality securities based on NAIC or
equivalent rating. At March 31, 2011, $5.5 million of the gross unrealized losses represented declines in value of greater than 20%, $3.0 million of which had been in that position for less than six months, as compared to $4.7 million at
December 31, 2010 that represented declines in value of greater than 20%, $.9 million of which had been in that position for less than six months. At March 31, 2011, the $ 6.0 million of gross unrealized losses of twelve months or
more were concentrated in asset backed securities. At December 31, 2010, the $7.6 million of gross unrealized losses of twelve months or more were concentrated in asset backed securities.



25



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Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements





|6. | INVESTMENTS(continued)
|-- | ----------------------



In accordance with its policy described in Note 3, the Company concluded that an
adjustment to earnings for other-than-temporary impairments for these securities was not warranted at March 31, 2011 or December 31, 2010. 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 March 31, 2011, 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.

At
March 31, 2011 and December 31, 2010, there were no gross unrealized losses, related to equity securities that represented declines of greater than 20%. Perpetual preferred securities have characteristics of both debt and equity
securities. Since an impairment model similar to fixed maturity securities is applied to these securities, an other-than-temporary impairment has not been recognized on certain perpetual preferred securities that have been in a continuous unrealized
loss position for twelve months or more as of March 31, 2011 and December 31, 2010. In accordance with its policy described in Note 3, the Company concluded that an adjustment for other-than-temporary impairments for these equity
securities was not warranted at March 31, 2011 or December 31, 2010.

7. 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 derivative contracts 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 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), short-term investments and certain cash equivalents
(primarily commercial paper), and certain over-the-counter derivatives. Valuations are generally obtained from third party pricing services for identical or comparable assets or liabilities or through the use of valuation methodologies using
observable market inputs. Prices from services are validated through comparison to trade data and internal estimates of current fair value, generally developed using market observable inputs and economic indicators.

Level 3  Fair value is based on at least one or more significant unobservable inputs for the asset or liability. These inputs
reflect the Companys assumptions about the inputs market participants would use in pricing the asset or liability. The Companys Level 3 assets and liabilities primarily include: certain private fixed maturities and equity securities,
certain manually priced public equity securities and fixed maturities, certain highly structured over-the-counter derivative contracts, 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 March 31, 2011 and December 31, 2010 these over-rides on a net basis were not material.



26



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Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements



7. FAIR VALUE OF ASSETS AND LIABILITIES(continued)



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 March 31, 2011 |          
|                                            |  |                      |           | 
|                                            |  | Level 1              |           |  | Level 2 |   |            | Level 3 |  |   | Total    | 
|                                            |  |                      |           | 
|                                            |  | (in thousands)       |          
|Fixed maturities, available for sale:       |  |                      |           |  |         |   |            |         |  |   |          |  |  |   |            | 
|U.S. government securities                  |  | $                    | -         |  |         | $ | 129,562    |         |  | $ | -        |  |  | $ | 129,562    | 
|State and municipal securities              |  |                      | -         |  |         |   | 76,511     |         |  |   | -        |  |  |   | 76,511     | 
|Foreign government securities               |  |                      | -         |  |         |   | 135,128    |         |  |   | -        |  |  |   | 135,128    | 
|Corporate Securities                        |  |                      | -         |  |         |   | 3,761,816  |         |  |   | 101,585  |  |  |   | 3,863,401  | 
|Asset-backed securities                     |  |                      | -         |  |         |   | 129,280    |         |  |   | 54,516   |  |  |   | 183,796    | 
|Commercial mortgage-backed securities       |  |                      | -         |  |         |   | 463,709    |         |  |   | -        |  |  |   | 463,709    | 
|Residential mortgage-backed securities      |  |                      | -         |  |         |   | 220,216    |         |  |   | -        |  |  |   | 220,216    | 
|                                            |  |                      |           | 
|Sub-total                                   |  |                      | -         |  |         |   | 4,916,222  |         |  |   | 156,101  |  |  |   | 5,072,323  | 
|Trading account assets:                     |  |                      |           |  |         |   |            |         |  |   |          |  |  |   |            | 
|Asset backed securities                     |  |                      | -         |  |         |   | 31,610     |         |  |   | -        |  |  |   | 31,610     | 
|Equity Securities                           |  |                      | 8,855     |  |         |   | -          |         |  |   | -        |  |  |   | 8,855      | 
|                                            |  |                      |           | 
|Sub-total                                   |  |                      | 8,855     |  |         |   | 31,610     |         |  |   | -        |  |  |   | 40,465     | 
|                                            |  |                      |           | 
|Equity securities, available for sale       |  |                      | 19,214    |  |         |   | -          |         |  |   | 977      |  |  |   | 20,191     | 
|Short term investments                      |  |                      | 378,949   |  |         |   | -          |         |  |   | -        |  |  |   | 378,949    | 
|Cash equivalents                            |  |                      | 35        |  |         |   | -          |         |  |   | -        |  |  |   | 35         | 
|Other Long Term Investments                 |  |                      | -         |  |         |   | 39,364     |         |  |   | 244      |  |  |   | 39,608     | 
|Other Assets                                |  |                      | -         |  |         |   | 28,834     |         |  |   | -        |  |  |   | 28,834     | 
|                                            |  |                      |           | 
|Sub-total excluding separate account assets |  |                      | 407,053   |  |         |   | 5,016,030  |         |  |   | 157,322  |  |  |   | 5,580,405  | 
|                                            |  |                      |           | 
|Separate account assets (1)                 |  |                      | 1,562,804 |  |         |   | 47,733,292 |         |  |   | -        |  |  |   | 49,296,096 | 
|                                            | 
|                                            |  |                      |           | 
|Total assets                                |  | $                    | 1,969,857 |  |         | $ | 52,749,322 |         |  | $ | 157,322  |  |  | $ | 54,876,501 | 
|                                            |  |                      |           | 
|Future policy benefits                      |  | $                    | -         |  |         | $ | -          |         |  | $ | (48,529) |  |  | $ | (48,529)   | 
|Other liabilities                           |  |                      | -         |  |         |   | -          |         |  |   | 19,884   |  |  |   | 19,884     | 
|                                            | 
|                                            |  |                      |           | 
|Total liabilities                           |  | $                    | -         |  |         | $ | -          |         |  | $ | (28,645) |  |  | $ | (28,645)   | 
|                                            |  |                      |           | 



|(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.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



27



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Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements



7. FAIR VALUE OF ASSETS AND LIABILITIES(continued)



|                                            |  |                         |           |  |         |   |            |         |  |   |         |  |  |   |            | 
|------------------------------------------- |  | ----------------------- | --------- |  | ------- | - | ---------- | ------- |  | - | ------- |  |  | - | ---------- | 
|                                            |  | As of December 31, 2010 |          
|                                            |  |                         |           | 
|                                            |  | Level 1                 |           |  | Level 2 |   |            | Level 3 |  |   | Total   | 
|                                            |  |                         |           | 
|                                            |  | (in thousands)          |          
|Fixed maturities, available for sale:       |  |                         |           |  |         |   |            |         |  |   |         |  |  |   |            | 
|U.S. government securities                  |  | $                       | -         |  |         | $ | 193,305    |         |  | $ | -       |  |  | $ | 193,305    | 
|State and municipal securities              |  |                         | -         |  |         |   | 77,516     |         |  |   | -       |  |  |   | 77,516     | 
|Foreign government securities               |  |                         | -         |  |         |   | 136,513    |         |  |   | -       |  |  |   | 136,513    | 
|Corporate Securities                        |  |                         | -         |  |         |   | 3,876,695  |         |  |   | 74,255  |  |  |   | 3,950,950  | 
|Asset-backed securities                     |  |                         | -         |  |         |   | 160,113    |         |  |   | 53,857  |  |  |   | 213,970    | 
|Commercial mortgage-backed securities       |  |                         | -         |  |         |   | 490,569    |         |  |   | -       |  |  |   | 490,569    | 
|Residential mortgage-backed securities      |  |                         | -         |  |         |   | 393,398    |         |  |   | -       |  |  |   | 393,398    | 
|                                            |  |                         |           | 
|Sub-total                                   |  |                         | -         |  |         |   | 5,328,109  |         |  |   | 128,112 |  |  |   | 5,456,221  | 
|Trading account assets:                     |  |                         |           |  |         |   |            |         |  |   |         |  |  |   |            | 
|Asset backed securities                     |  |                         | -         |  |         |   | 70,831     |         |  |   | -       |  |  |   | 70,831     | 
|Equity Securities                           |  |                         | 8,774     |  |         |   | -          |         |  |   | -       |  |  |   | 8,774      | 
|                                            |  |                         |           | 
|Sub-total                                   |  |                         | 8,774     |  |         |   | 70,831     |         |  |   | -       |  |  |   | 79,605     | 
|                                            |  |                         |           | 
|Equity securities, available for sale       |  |                         | 16,611    |  |         |   | 976        |         |  |   | -       |  |  |   | 17,587     | 
|Short term investments                      |  |                         | 228,383   |  |         |   | -          |         |  |   | -       |  |  |   | 228,383    | 
|Cash equivalents                            |  |                         | -         |  |         |   | -          |         |  |   | -       |  |  |   | -          | 
|Other long-term investments                 |  |                         | -         |  |         |   | 51,000     |         |  |   | -       |  |  |   | 51,000     | 
|Reinsurance Recoverable                     |  |                         | -         |  |         |   | -          |         |  |   | 186,735 |  |  |   | 186,735    | 
|Other Assets                                |  |                         | -         |  |         |   | 29,201     |         |  |   | -       |  |  |   | 29,201     | 
|                                            |  |                         |           | 
|Sub-total excluding separate account assets |  |                         | 253,768   |  |         |   | 5,480,117  |         |  |   | 314,847 |  |  |   | 6,048,732  | 
|                                            |  |                         |           | 
|Separate account assets (1)                 |  |                         | 1,488,369 |  |         |   | 46,786,974 |         |  |   | -       |  |  |   | 48,275,343 | 
|                                            | 
|                                            |  |                         |           | 
|Total assets                                |  | $                       | 1,742,137 |  |         | $ | 52,267,091 |         |  | $ | 314,847 |  |  | $ | 54,324,075 | 
|                                            |  |                         |           | 
|Future policy benefits                      |  | $                       | -         |  |         | $ | -          |         |  | $ | 164,283 |  |  | $ | 164,283    | 
|                                            | 
|                                            |  |                         |           | 
|Total liabilities                           |  | $                       | -         |  |         | $ | -          |         |  | $ | 164,283 |  |  | $ | 164,283    | 
|                                            |  |                         |           | 



| | (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
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The methods and assumptions the Company uses to estimate fair value of assets and liabilities measured at fair value on a recurring basis are summarized below. Information regarding Separate Account
Assets is excluded as the risk of assets for these categories is primarily borne by the customers and policyholders.

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 for 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 March 31, 2011 and December 31, 2010 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.



28



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Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements



7. FAIR VALUE OF ASSETS AND LIABILITIES(continued)



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 and equity securities whose fair values are
determined consistent with similar instruments described under Fixed Maturity Securities and under Equity Securities.

Equity Securities - Equity Securities consist principally of investments in common and preferred stock of publicly traded companies. 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 preferred equity securities are based on prices obtained from independent pricing services and, in
order to validate for reasonableness, are compared with directly observed recent market trades. Accordingly, these securities are generally classified within Level 2 in the fair value hierarchy.

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 and liquidity as well as
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. Fair
values can also be affected by changes in estimates and assumptions including those related to counterparty behavior used in valuation models.

The majority of the Companys derivative positions are traded in the over the counter (OTC) derivative market and are classified within Level 2 in the fair value hierarchy. OTC derivatives classified
within Level 2 are valued using models generally accepted in the financial services industry that use actively quoted or observable market input values from external market data providers, third-party pricing vendors and/or recent trading activity.
The fair values of most OTC derivatives, including interest rate and cross currency swaps 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 and volatility, and are classified as Level 2.

To reflect the markets perception of its own and the counterpartys non-performance risk, the Company incorporates an
additional spread 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. 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 and classify these derivative contracts as
Level 2.

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 such as:
individual credit default spreads, interest rates, 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 technique. Level 3 methodologies are validated through periodic comparison of the Companys fair values to broker-dealer values. As of March 31, 2011, there were derivatives with the fair value of $244
thousand classified within Level 3, and all other derivatives were classified within Level 2. See Note 8 for more details on the fair value of derivative instruments by primary underlying.

Cash Equivalents and Short-Term Investments - Cash equivalents and short-term investments include money market instruments,
commercial paper and other highly liquid debt instruments. Money market instruments are generally valued using unadjusted quoted prices in active markets that are accessible for identical assets and are primarily classified as Level 1. The remaining
instruments in



29



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Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements



7. FAIR VALUE OF ASSETS AND LIABILITIES(continued)



the Cash Equivalents and Short-term Investments category are typically not traded in active markets; however, their fair values are based on market observable inputs and, accordingly, these
investments have been classified within Level 2 in the fair value hierarchy.

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 considered 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 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 asset 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 Company is also required to incorporate the market perceived risk of its own non-performance in the valuation 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 the Companys own risk of non-performance. To reflect the markets perception of its non-performance risk, 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. The additional spread over LIBOR is determined taking into consideration publicly available information relating to the financial strength of the Company,
as indicated by the credit spreads associated with funding agreements issued by an affiliated company. The Company adjusts these credit spreads to remove any liquidity risk premium. The additional spread over LIBOR incorporated into the discount
rate as of March 31, 2011 generally ranged from 50 to 150 basis points for the portion of the interest rate curve most relevant to these liabilities. This additional spread is applied at an individual contract level and only to those embedded
derivatives in a liability position and not to those in an asset position.

Other 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, as well as various
policyholder behavior assumptions that are actuarially determined, including lapse rates, benefit utilization rates, mortality rates and withdrawal rates. These assumptions are reviewed at least annually, and updated based upon historical experience
and give consideration to any observable market data, including market transactions such as acquisitions and reinsurance transactions. 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.

Transfers between Levels 1 and 2 During the three months ended March 31, 2011, there were no material
transfers between Level 1 and Level 2.

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 months ended March 31, 2011, as well as the portion of gains or losses included in income for the three months ended March 31, 2011 attributable to
unrealized gains or losses related to those assets and liabilities still held at March 31, 2011.



30



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Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements



7. FAIR VALUE OF ASSETS AND LIABILITIES(continued)



|                                                                                                                                            |  |                                                             |         |  |                                                                 |   |        |                                       |  |   |                             |  |  |   |     | 
|------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------- | ------- |  | --------------------------------------------------------------- | - | ------ | ------------------------------------- |  | - | --------------------------- |  |  | - | --- | 
|                                                                                                                                            |  | Three Months Ended March 31, 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 | 
|                                                                                                                                            |  |                                                             |         | 
|Fair value, beginning of period assets/(liabilities)                                                                                        |  | $                                                           | 74,255  |  |                                                                 | $ | 53,858 |                                       |  | $ | -                           |  |  | $ | -   | 
|Total gains or (losses) (realized/unrealized):                                                                                              |  |                                                             |         |  |                                                                 |   |        |                                       |  |   |                             |  |  |   |     | 
|Included in earnings:                                                                                                                       |  |                                                             |         |  |                                                                 |   |        |                                       |  |   |                             |  |  |   |     | 
|Realized investment gains (losses), net                                                                                                     |  |                                                             | 26      |  |                                                                 |   | -      |                                       |  |   | -                           |  |  |   | 244 | 
|Included in other comprehensive income (loss)                                                                                               |  |                                                             | (1,244) |  |                                                                 |   | 763    |                                       |  |   | 1                           |  |  |   | -   | 
|Net investment income                                                                                                                       |  |                                                             | 1,113   |  |                                                                 |   | 118    |                                       |  |   | -                           |  |  |   | -   | 
|Purchases                                                                                                                                   |  |                                                             | 950     |  |                                                                 |   | -      |                                       |  |   | -                           |  |  |   | -   | 
|Settlements                                                                                                                                 |  |                                                             | (741)   |  |                                                                 |   | (223)  |                                       |  |   | -                           |  |  |   | -   | 
|Transfers into Level 3 (1)                                                                                                                  |  |                                                             | 27,226  |  |                                                                 |   | -      |                                       |  |   | 976                         |  |  |   | -   | 
|Transfers out of Level 3 (1)                                                                                                                |  |                                                             | -       |  |                                                                 |   | -      |                                       |  |   | -                           |  |  |   | -   | 
|                                                                                                                                            |  |                                                             |         | 
|Fair value, end of period assets/(liabilities)                                                                                              |  | $                                                           | 101,585 |  |                                                                 | $ | 54,516 |                                       |  | $ | 977                         |  |  | $ | 244 | 
|                                                                                                                                            |  |                                                             |         | 
|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                                                                                                     |  | $                                                           | -       |  |                                                                 | $ | -      |                                       |  | $ | -                           |  |  | $ | 219 | 
|Asset administration fees and other income                                                                                                  |  | $                                                           | -       |  |                                                                 | $ | -      |                                       |  | $ | -                           |  |  | $ | -   | 
|Included in other comprehensive income (loss)                                                                                               |  | $                                                           | (1,251) |  |                                                                 | $ | 763    |                                       |  | $ | 1                           |  |  | $ | -   | 



|                                                                                                                                            |  |                                   |           |  |                      |   |           |  
|------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------- | --------- |  | -------------------- | - | --------- | -
|                                                                                                                                            |  | Three Months Ended March 31, 2011 |          
|                                                                                                                                            |  |                                   |           | 
|                                                                                                                                            |  | Future Policy
Benefits            |           |  | Other Liabilities(3) |  
|                                                                                                                                            |  |                                   |           | 
|                                                                                                                                            | 
|                                                                                                                                            |  | (in thousands)                    |          
|Fair value beginning of period assets/(liabilities),                                                                                        |  | $                                 | (164,283) |  |                      | $ | 186,735   |  
|Total gains or (losses) (realized/unrealized):                                                                                              |  |                                   |           |  |                      |   |           |  
|Included in earnings:                                                                                                                       |  |                                   |           |  |                      |   |           |  
|Realized investment gains (losses), net                                                                                                     |  |                                   | 267,573   |  |                      |   | (258,893) |  
|Purchases                                                                                                                                   |  |                                   | (54,761)  |  |                      |   | 52,274    |  
|Settlements                                                                                                                                 |  |                                   | -         |  |                      |   | -         |  
|Transfers into Level 3 (1)                                                                                                                  |  |                                   | -         |  |                      |   | -         |  
|Transfers out of Level 3 (1)                                                                                                                |  |                                   | -         |  |                      |   | -         |  
|                                                                                                                                            |  |                                   |           | 
|Fair value, end of period assets/(liabilities)                                                                                              |  | $                                 | 48,529    |  |                      | $ | (19,884   | )
|                                                                                                                                            |  |                                   |           | 
|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                                                                                                     |  | $                                 | 265,376   |  |                      | $ | (256,598) |  
|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 Liabilities classified as Reinsurance Recoverable at December 31, 2010 were reclassified to Other Liabilities at March 31,
2011 as they were in a net liability position.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Transfers As a part of an ongoing 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, 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, Trading Account Assets Supporting Insurance Liabilities  Equity Securities and Other
Trading Account Assets  Equity Securities. 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



31



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Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements



7. FAIR VALUE OF ASSETS AND
LIABILITIES(continued)



pricing services (that could be validated) was utilized. Transfers out of Level 3 were primarily due to the use of observable inputs in valuation methodologies as well as the utilization of
pricing service information for certain assets that the Company was able to validate.

The following table provides a summary
of the changes in fair value of Level 3 assets and liabilities for the three months ended March 31, 2010, as well as the portion of gains or losses included in income for three months ended March 31, 2010 attributable to unrealized gains
or losses related to those assets and liabilities still held at March 31, 2010.



|                                                                                                                                            |  |                                                             |        |  |                                                                |   |       |                                                                 |  |   |         | 
|------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------- | ------ |  | -------------------------------------------------------------- | - | ----- | --------------------------------------------------------------- |  | - | ------- | 
|                                                                                                                                            |  | Three Months Ended March 31, 2010                           |       
|                                                                                                                                            |  |                                                             |        | 
|                                                                                                                                            |  | Fixed Maturities, Available For
Sale 
Corporate
Securities |        |  | FixedMaturities,
Available For Sale  Foreign
Government
Bonds |   |       | Fixed Maturities, Available
For Sale  Asset- Backed
Securities | 
|                                                                                                                                            |  |                                                             |        | 
|                                                                                                                                            |  | (in thousands)                                              |       
|Fair value beginning of period assets/(liabilities),                                                                                        |  | $                                                           | 63,634 |  |                                                                | $ | 1,219 |                                                                 |  | $ | 43,795  | 
|Total gains or (losses) (realized/unrealized):                                                                                              |  |                                                             |        |  |                                                                |   |       |                                                                 |  |   |         | 
|Included in earnings:                                                                                                                       |  |                                                             |        |  |                                                                |   |       |                                                                 |  |   |         | 
|Realized investment gains (losses), net                                                                                                     |  |                                                             | -      |  |                                                                |   | -     |                                                                 |  |   | (1,247) | 
|Purchases, sales, issuances, and settlements                                                                                                |  |                                                             | -      |  |                                                                |   | -     |                                                                 |  |   | -       | 
|Included in other comprehensive income (loss)                                                                                               |  |                                                             | 280    |  |                                                                |   | (16)  |                                                                 |  |   | (1,215) | 
|Net investment income                                                                                                                       |  |                                                             | 951    |  |                                                                |   | -     |                                                                 |  |   | (204)   | 
|Purchases, sales, issuances, and settlements                                                                                                |  |                                                             | (127)  |  |                                                                |   | -     |                                                                 |  |   | (115)   | 
|Transfers into Level 3 (1)                                                                                                                  |  |                                                             | -      |  |                                                                |   | -     |                                                                 |  |   | -       | 
|Transfers out of Level 3 (1)                                                                                                                |  |                                                             | -      |  |                                                                |   | -     |                                                                 |  |   | -       | 
|                                                                                                                                            |  |                                                             |        | 
|Fair value, end of period assets/(liabilities)                                                                                              |  | $                                                           | 64,738 |  |                                                                | $ | 1,203 |                                                                 |  | $ | 41,014  | 
|                                                                                                                                            |  |                                                             |        | 
|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                                                                                                     |  | $                                                           | -      |  |                                                                | $ | -     |                                                                 |  | $ | (654)   | 
|Asset management fees and other income                                                                                                      |  | $                                                           | -      |  |                                                                | $ | -     |                                                                 |  | $ | -       | 
|Included in other comprehensive income (loss)                                                                                               |  | $                                                           | 280    |  |                                                                | $ | (16)  |                                                                 |  | $ | (1,215) | 



|                                                                                                                                            |  |                                   |          |  |                       |   |           |  
|------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------- | -------- |  | --------------------- | - | --------- | -
|                                                                                                                                            |  | Three Months Ended March 31, 2010 |         
|                                                                                                                                            |  |                                   |          | 
|                                                                                                                                            |  |                                  
|                                                                                                                                            |  | Future PolicyBenefits             |          |  | Other Liabilities
(3) |  
|                                                                                                                                            |  |                                   |          | 
|                                                                                                                                            | 
|                                                                                                                                            |  | (in thousands)                    |         
|Fair value beginning of period assets/(liabilities),                                                                                        |  | $                                 | (10,874) |  |                       | $ | 40,298    |  
|Total gains or (losses) (realized/unrealized):                                                                                              |  |                                   |          |  |                       |   |           |  
|Included in earnings:                                                                                                                       |  |                                   |          |  |                       |   |           |  
|Realized investment gains (losses), net                                                                                                     |  |                                   | 191,549  |  |                       |   | (186,508) |  
|Purchases, sales, issuances, and settlements                                                                                                |  |                                   | (44,755) |  |                       |   | 42,729    |  
|Transfers into Level 3 (1)                                                                                                                  |  |                                   | -        |  |                       |   | -         |  
|Transfers out of Level 3 (1)                                                                                                                |  |                                   | -        |  |                       |   | -         |  
|                                                                                                                                            |  |                                   |          | 
|Fair value, end of period assets/(liabilities)                                                                                              |  | $                                 | 135,920  |  |                       | $ | (103,481  | )
|                                                                                                                                            |  |                                   |          | 
|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                                                                                                     |  | $                                 | 192,678  |  |                       | $ | (187,161) |  
|Interest credited to policyholder account                                                                                                   |  | $                                 | -        |  |                       | $ | -         |  
|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 Liabilities classified as Reinsurance Recoverable at December 31, 2009 were reclassified to Other Liabilities at March 31,
2010 as they were in a net liability position.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



32



---

Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements



7. FAIR VALUE OF ASSETS AND
LIABILITIES(continued)



Fair Value of Financial InstrumentsThe Company is required to disclose the
fair value of certain financial instruments including those that are not carried at fair value. For the following financial instruments the carrying amount equals or approximates fair value: fixed maturities classified as available for sale, trading
account assets, equity securities, short-term investments, cash and cash equivalents, separate account assets and long-term and short-term borrowing.

The following table discloses the Companys financial instruments where the carrying amounts and fair values may differ:



|                                                       |  |                |               |  |                   |  |               |                |  |  |               |  |  |  |               | 
|------------------------------------------------------ |  | -------------- | ------------- |  | ----------------- |  | ------------- | -------------- |  |  | ------------- |  |  |  | ------------- | 
|                                                       |  | March 31, 2011 |               |  | December 31, 2010 | 
|                                                       |  |                |               | 
|                                                       |  | Carrying value |               |  | Fair value        |  |               | Carrying value |  |  | Fair value    | 
|                                                       |  | (in thousands) |              
|Assets:                                                |  |                |               |  |                   |  |               |                |  |  |               |  |  |  |               | 
|Commercial Mortgage and other Loans                    |  |                | $    433,763  |  |                   |  | $    464,509  |                |  |  | $    431,432  |  |  |  | $    465,099  | 
|Policy loans                                           |  |                | $      13,899 |  |                   |  | $      13,401 |                |  |  | $      13,905 |  |  |  | $      18,374 | 
|Liabilities:                                           |  |                |               |  |                   |  |               |                |  |  |               |  |  |  |               | 
|Investment Contracts - Policyholders Account Balances |  |                | $      62,066 |  |                   |  | $      61,733 |                |  |  | $      58,549 |  |  |  | $      58,679 | 

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

Commercial mortgage and other loans

The fair value of commercial mortgage and other loans is primarily based upon the present value of the expected future cash flows discounted at the appropriate U.S. Treasury rate adjusted for the current
market spread for similar quality loans.

Policy Loans

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

Investment Contracts  Policyholders Account Balances

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.

8. DERIVATIVE INSTRUMENTS

Types of Derivative Instruments and Derivative Strategies

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 a master agreement that provides for a single net payment to be made by one counterparty at each due date.

Exchange-traded futures are used by the Company to reduce risks from changes in interest rates, to alter mismatches between the duration
of assets in a portfolio and the duration of liabilities supported by those assets, and to hedge against changes in the value of securities it owns or anticipates acquiring or selling. In exchange-traded futures transactions, the Company agrees to
purchase or sell a specified number of contracts, the values of which are determined by the values of underlying referenced investments, and to post variation margin on a daily basis in an amount equal to the difference in the daily market values of
those contracts. The Company enters into exchange-traded futures and options with regulated futures commissions merchants who are members of a trading exchange.



33



---

Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements



8. DERIVATIVE INSTRUMENTS(continued)



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.

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 a master
agreement that provides for a single net payment to be made by one counterparty for payments made in the same currency at each due date.

Credit derivatives are used by the Company to enhance the return on the Companys investment portfolio by creating credit exposure similar to an investment in public fixed maturity cash instruments.
With credit derivatives the Company sells credit protection on an identified name, or a basket of names in a first to default structure, and in return receives 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.

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 to affiliates. These embedded derivatives are marked to market through Realized investment gains (losses), net based on the change in value of the underlying contractual guarantees,
which are determined using valuation models. The affiliates maintain a portfolio of derivative instruments that is intended to hedge many of the risks related to the above products features. The derivatives may include, but are not limited to
equity options, total return swaps, interest rate swap options, caps, floors, and other instruments. Also, some variable annuity products optional living benefits feature an asset transfer feature to minimize risks inherent in the
Companys guarantees which reduces the need for hedges.

The Company has sold variable annuity contracts that include
certain optional living benefit features that are treated as embedded derivatives. The Company has reinsurance agreements to transfer the risk related to certain of these embedded derivatives to an affiliate, Pruco Reinsurance Ltd. (Pruco
Re). The embedded derivatives related to the living benefit features and the related reinsurance agreements are carried at fair value. 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 fair
value of the living benefit feature embedded derivatives included in Future policy benefits was an asset of $48.5 million as of March 31, 2011 and liability of $164.3 million as of December 31, 2010. The fair value of the
embedded derivatives related to the reinsurance of certain of these benefits to Pruco Re included in Reinsurance Recoverable was a contra-asset of $19.9 million as of March 31, 2011 and an asset of $186.7 million as of
December 31, 2010

Primarily in the reinsurance affiliate, equity options and futures as well as interest rate
derivatives are purchased to the living benefit features accounted for as embedded derivatives against changes in equity markets, interest rates, and market volatility. Prior to the third quarter of 2010, the hedging strategy sought to generally
match the sensitivities of the embedded derivative liability as defined by GAAP, excluding the impact of the market-perceived risk of non-performance, with capital market derivatives. In the third quarter of 2010, the hedging strategy was revised
as, in a low interest rate environment, management of the company and reinsurance affiliates does not believe the GAAP value of the embedded derivative liability to be an appropriate measure for determining the hedge target. The new hedge target is
grounded in a GAAP/capital markets valuation framework but incorporates modifications to the risk-free return assumption 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 modifications include the removal of a volatility risk margin embedded in the valuation technique used to fair value the embedded derivative liability under GAAP, and the inclusion of a credit spread over the risk-free
rate used to estimate future growth of bond investments in the customer separate account funds. This new strategy will result in differences each period between the change in the value of the embedded derivative liability as defined by GAAP and the
change in the value of the hedge positions, potentially increasing volatility in GAAP earnings in the Company and the reinsurance affiliate, and increasing volatility in the amortization of deferred acquisition and other costs of the Company as a
result of the gross profits impact. In addition, consistent with sound risk management practices, management of the Company and reinsurance affiliates evaluates hedge levels versus the target given the 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.

In the second quarter of 2009, the Company began the expansion of our hedging program to include a portion of the market exposure related
to our overall capital position including the impact of certain statutory reserve exposures. These capital hedges primarily consisted of equity-based total return swaps that were designed to partially offset changes in our capital position resulting
from market driven changes in certain living and death benefit features of our variable annuity products. During the second quarter of



34



---

Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements



8. DERIVATIVE INSTRUMENTS(continued)



2010, the capital hedge program was terminated in lieu of a new program managed at the Prudential Financial level that more broadly addresses equity market exposure of the overall statutory
capital of Prudential Financial and its subsidiaries, as a whole under stress scenarios. A portion of the derivatives related to the new program were purchased by the Company.

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 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.



|                                         |  |                |  |  |                   |  |  |             |  |  |            |  |  |        |  |  |             |  |  |  |   |  |  |  |            |  |  |   |  |  |        |  |  |   |  |  |          |  |  | 
|---------------------------------------- |  | -------------- |  |  | ----------------- |  |  | ----------- |  |  | ---------- |  |  | ------ |  |  | ----------- |  |  |  | - |  |  |  | ---------- |  |  | - |  |  | ------ |  |  | - |  |  | -------- |  |  | 
|                                         |  | March 31, 2011 |  |  | December 31, 2010
|                                         |  | Notional       |  |  | Fair Value        |  |  | Notional    |  |  | Fair Value
|                                         |  | Amount         |  |  | Assets            |  |  | Liabilities |  |  | Amount     |  |  | Assets |  |  | Liabilities |  |  | 
|                                         |  | (in thousands) |  |  |                  
|Qualifying Hedge Relationships           |  |                |  |  |                   |  |  |             |  |  |            |  |  |        |  |  |             |  |  |  |   |  |  |  |            |  |  |   |  |  |        |  |  |   |  |  |          |  |  | 
|Currency/Interest Rate                   |  | $              |  |  | 36,071            |  |  | $           |  |  | -          |  |  | $      |  |  | (3,538)     |  |  |  | $ |  |  |  | 36,072     |  |  | $ |  |  | 152    |  |  | $ |  |  | (2,606)  |  |  | 
|                                         |  |                |  |  |                   |  |  |             |  |  |            |  |  |        |  |  |             |  |  |  |  
|Total Qualifying Hedge Relationships     |  | $              |  |  | 36,071            |  |  | $           |  |  | -          |  |  | $      |  |  | (3,538)     |  |  |  | $ |  |  |  | 36,072     |  |  | $ |  |  | 152    |  |  | $ |  |  | (2,606)  |  |  | 
|                                         |  |                |  |  |                   |  |  |             |  |  |            |  |  |        |  |  |             |  |  |  |  
|Non-qualifying Hedge Relationships       |  |                |  |  |                   |  |  |             |  |  |            |  |  |        |  |  |             |  |  |  |   |  |  |  |            |  |  |   |  |  |        |  |  |   |  |  |          |  |  | 
|Interest Rate                            |  | $              |  |  | 1,609,200         |  |  | $           |  |  | 55,166     |  |  | $      |  |  | (9,963)     |  |  |  | $ |  |  |  | 913,700    |  |  | $ |  |  | 56,896 |  |  | $ |  |  | (6,727)  |  |  | 
|Credit                                   |  |                |  |  | 399,050           |  |  |             |  |  | 2,776      |  |  |        |  |  | (2,942)     |  |  |  |   |  |  |  | 350,050    |  |  |   |  |  | 2,810  |  |  |   |  |  | (3,104)  |  |  | 
|Currency/Interest Rate                   |  |                |  |  | 58,150            |  |  |             |  |  | 574        |  |  |        |  |  | (6,312)     |  |  |  |   |  |  |  | 60,439     |  |  |   |  |  | 1,622  |  |  |   |  |  | (6,829)  |  |  | 
|Equity                                   |  |                |  |  | 10,379,219        |  |  |             |  |  | 10,941     |  |  |        |  |  | (7,094)     |  |  |  |   |  |  |  | 10,374,514 |  |  |   |  |  | 30,278 |  |  |   |  |  | (21,492) |  |  | 
|                                         |  |                |  |  |                   |  |  |             |  |  |            |  |  |        |  |  |             |  |  |  |  
|Total Non-qualifying Hedge Relationships |  | $              |  |  | 12,445,619        |  |  | $           |  |  | 69,457     |  |  | $      |  |  | (26,311)    |  |  |  | $ |  |  |  | 11,698,703 |  |  | $ |  |  | 91,606 |  |  | $ |  |  | (38,152) |  |  | 
|                                         |  |                |  |  |                   |  |  |             |  |  |            |  |  |        |  |  |             |  |  |  |  
|Total Derivatives (1)                    |  | $              |  |  | 12,481,690        |  |  | $           |  |  | 69,457     |  |  | $      |  |  | (29,849)    |  |  |  | $ |  |  |  | 11,734,775 |  |  | $ |  |  | 91,758 |  |  | $ |  |  | (40,758) |  |  | 
|                                         |  |                |  |  |                   |  |  |             |  |  |            |  |  |        |  |  |             |  |  |  |  

|(1) | Excludes embedded derivatives which contain multiple underlyings. The fair value of these embedded derivatives was an asset of $46.3 million as of
March 31, 2011 and a liability of $166.8 million as of December 31, 2010, included in Future policy benefits and Fixed maturities available for sale.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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 table provides 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
endedMarch 31, |        
|                                                 |  | 2011                        |         |   | 2010 |  
|                                                 | 
|                                                 |  | (in thousands)              |        
|Qualifying                                       |  |                             |         |   |      |   |         |  
|Cash Flow Hedges                                 |  |                             |         |   |      |   |         |  
|Currency /Interest Rate                          |  |                             |         |   |      |   |         |  
|Net Investment Income                            |  | $                           | (8      | ) |      | $ | 7       |  
|Other Income                                     |  |                             | (36     | ) |      |   | (2      | )
|Accumulated Other Comprehensive Income (Loss)(1) |  |                             | (1,064  | ) |      |   | (269    | )
|                                                 |  |                             |         |   |      |   |         |  
|Total Cash Flow Hedges                           |  | $                           | (1,108  | ) |      | $ | (264    | )
|                                                 |  |                             |         |   |      |   |         |  
|Non- qualifying hedges                           |  |                             |         |   |      |   |         |  
|Realized investment gains (losses), net          |  |                             |         |   |      |   |         |  
|Interest Rate                                    |  | $                           | (2,164  | ) |      | $ | 11,982  |  
|Currency/Interest Rate                           |  |                             | (1,776  | ) |      |   | 530     |  
|Credit                                           |  |                             | 288     |   |      |   | (39     | )
|Equity                                           |  |                             | (9,605  | ) |      |   | (15,719 | )
|Embedded Derivatives (2)                         |  |                             | (3,691  | ) |      |   | (3,454  | )
|                                                 |  |                             |         |   |      |   |         |  
|Total non-qualifying hedges                      |  | $                           | (16,948 | ) |      | $ | (6,700  | )
|                                                 |  |                             |         |   |      |   |         |  
|Total Derivative Impact                          |  | $                           | (18,056 | ) |      | $ | (6,964  | )
|                                                 |  |                             |         |   |      |   |         |  



| | (1) | Amounts deferred in Equity
| | --- | --------------------------

| | (2) | Primarily includes the following: 1) mark-to-market on embedded derivatives of $(212.8) million; 2) fees ceded of $56.4 million; offset by 3) change
in reinsurance recoverable of $(206.6) million; and 4) fees attributed to embedded derivative of $54.8 million as of March 31, 2011.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



35



---

Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements



8. DERIVATIVE INSTRUMENTS(continued)



For the period ending March 31, 2011 the ineffective portion of derivatives
accounted for using hedge accounting was not material to the Companys results of operations and there were no material amounts reclassified into earnings relating to instances in which the Company discontinued cash flow hedge accounting
because the forecasted transaction did not occur by the anticipated date or within the additional time period permitted by the authoritative guidance for the accounting for derivatives and hedging.

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



|                                                                        |  |                |        |  
|----------------------------------------------------------------------- |  | -------------- | ------ | -
|                                                                        |  | (in thousands) |       
|Balance, December 31, 2010                                              |  | $              | (2,462 | )
|Net deferred gains on cash flow hedges from January 1 to March 31, 2011 |  |                | (1,108 | )
|Amount reclassified into current period earnings                        |  |                | 44     |  
|                                                                        |  |                |        |  
|Balance, March 31, 2011                                                 |  | $              | (3,526 | )
|                                                                        |  |                |        |  

As of March 31, 2011, the Company does 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 6 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 Statements of Equity.

Credit Derivatives Written

The following tables set forth the Companys exposure from credit derivatives where the Company has written credit protection, excluding embedded derivatives contained in externally-managed
investments in European markets, by NAIC rating of the underlying credits as of the dates indicated.



|                                                                                                                                                                                                                                                           |  |                                 |  |                   |  |                |                         |  |  |          |            |  |            |  |  |          |  |  |            |  |            |   |  |  |   |          |  |   |  |  |            |  |  |   |  |  |       | 
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------- |  | ----------------- |  | -------------- | ----------------------- |  |  | -------- | ---------- |  | ---------- |  |  | -------- |  |  | ---------- |  | ---------- | - |  |  | - | -------- |  | - |  |  | ---------- |  |  | - |  |  | ----- | 
|                                                                                                                                                                                                                                                           |  |                                 |  | March 31, 2011    | 
|                                                                                                                                                                                                                                                           |  |                                 |  | Single Name       |  |                | First To Default Basket |  |  | Total    |           
|NAIC Designation
(1)                                                                                                                                                                                                                                       |  | Rating Agency Equivalent        |  | Notional          |  |                | Fair Value              |  |  | Notional |            |  | Fair Value |  |  | Notional |  |  | Fair Value | 
|                                                                                                                                                                                                                                                           |  |                                 |  |                   |  | (in thousands) |                        
|1                                                                                                                                                                                                                                                          |  | Aaa, Aa, A                      |  | $                 |  |                | 344,000                 |  |  | $        |            |  | 2,368      |  |  | $        |  |  | -          |  |            | $ |  |  | - |          |  | $ |  |  | 344,000    |  |  | $ |  |  | 2,368 | 
|2                                                                                                                                                                                                                                                          |  | Baa                             |  |                   |  |                | 25,000                  |  |  |          |            |  | 328        |  |  |          |  |  | -          |  |            |   |  |  | - |          |  |   |  |  | 25,000     |  |  |   |  |  | 328   | 
|                                                                                                                                                                                                                                                           |  |                                 |  |                   |  |                |                         |  |  |          |            |  |            |  |  |          |  |  |            |  |            |   |  |  |   |          |  |   |  |  |            |  |  |   |  |  |       | 
|                                                                                                                                                                                                                                                           |  | Subtotal Investment Grade       |  | $                 |  |                | 369,000                 |  |  | $        |            |  | 2,696      |  |  | $        |  |  | -          |  |            | $ |  |  | - |          |  | $ |  |  | 369,000    |  |  | $ |  |  | 2,696 | 
|                                                                                                                                                                                                                                                           |  |                                 |  |                   |  |                |                         |  |  |          |            |  |            |  |  |          |  |  |            |  |            |   |  |  |   |          |  |   |  |  |            |  |  |   |  |  |       | 
|3                                                                                                                                                                                                                                                          |  | Ba                              |  | $                 |  |                | -                       |  |  | $        |            |  | -          |  |  | $        |  |  | -          |  |            | $ |  |  | - |          |  | $ |  |  | -          |  |  | $ |  |  | -     | 
|                                                                                                                                                                                                                                                           |  |                                 |  |                   |  |                |                         |  |  |          |            |  |            |  |  |          |  |  |            |  |            |   |  |  |   |          |  |   |  |  |            |  |  |   |  |  |       | 
|                                                                                                                                                                                                                                                           |  | Subtotal Below Investment Grade |  | $                 |  |                | -                       |  |  | $        |            |  | -          |  |  | $        |  |  | -          |  |            | $ |  |  | - |          |  | $ |  |  | -          |  |  | $ |  |  | -     | 
|                                                                                                                                                                                                                                                           |  |                                 |  |                   |  |                |                         |  |  |          |            |  |            |  |  |          |  |  |            |  |            |   |  |  |   |          |  |   |  |  |            |  |  |   |  |  |       | 
|Total                                                                                                                                                                                                                                                      |  |                                 |  | $                 |  |                | 369,000                 |  |  | $        |            |  | 2,696      |  |  | $        |  |  | -          |  |            | $ |  |  | - |          |  | $ |  |  | 369,000    |  |  | $ |  |  | 2,696 | 
|                                                                                                                                                                                                                                                           |  |                                 |  |                   |  |                |                         |  |  |          |            |  |            |  |  |          |  |  |            |  |            |   |  |  |   |          |  |   |  |  |            |  |  |   |  |  |       | 
|(1)First-to-default credit swap baskets, which may include credits
of varying qualities, are grouped above based on the lowest credit in the basket. However, such basket swaps may entail greater credit risk than the rating level of the lowest credit. | 
|                                                                                                                                                                                                                                                           |  |                                 |  | December 31, 2010 | 
|                                                                                                                                                                                                                                                           |  |                                 |  | Single Name       |  |                | First To Default Basket |  |  | Total    |           
|NAIC
Designation (1)                                                                                                                                                                                                                                       |  | Rating Agency Equivalent        |  |                   |  | Notional       |                         |  |  |          | Fair Value |  |            |  |  | Notional |  |  |            |  | Fair Value |   |  |  |   | Notional |  |   |  |  | Fair Value | 
|                                                                                                                                                                                                                                                           |  |                                 |  | (in thousands)    | 
|1                                                                                                                                                                                                                                                          |  | Aaa, Aa, A                      |  | $                 |  |                | 290,000                 |  |  | $        |            |  | 2,297      |  |  | $        |  |  | -          |  |            | $ |  |  | - |          |  | $ |  |  | 290,000    |  |  | $ |  |  | 2,297 | 
|2                                                                                                                                                                                                                                                          |  | Baa                             |  |                   |  |                | 25,000                  |  |  |          |            |  | 374        |  |  |          |  |  | -          |  |            |   |  |  | - |          |  |   |  |  | 25,000     |  |  |   |  |  | 374   | 
|                                                                                                                                                                                                                                                           |  |                                 |  |                   |  |                |                         |  |  |          |            |  |            |  |  |          |  |  |            |  |            |   |  |  |   |          |  |   |  |  |            |  |  |   |  |  |       | 
|                                                                                                                                                                                                                                                           |  | Subtotal Investment Grade       |  | $                 |  |                | 315,000                 |  |  | $        |            |  | 2,671      |  |  | $        |  |  | -          |  |            | $ |  |  | - |          |  | $ |  |  | 315,000    |  |  | $ |  |  | 2,671 | 
|                                                                                                                                                                                                                                                           |  |                                 |  |                   |  |                |                         |  |  |          |            |  |            |  |  |          |  |  |            |  |            |   |  |  |   |          |  |   |  |  |            |  |  |   |  |  |       | 
|3                                                                                                                                                                                                                                                          |  | Ba                              |  | $                 |  |                | -                       |  |  | $        |            |  | -          |  |  | $        |  |  | -          |  |            | $ |  |  | - |          |  | $ |  |  | -          |  |  | $ |  |  | -     | 
|                                                                                                                                                                                                                                                           |  |                                 |  |                   |  |                |                         |  |  |          |            |  |            |  |  |          |  |  |            |  |            |   |  |  |   |          |  |   |  |  |            |  |  |   |  |  |       | 
|                                                                                                                                                                                                                                                           |  | Subtotal Below Investment Grade |  | $                 |  |                | -                       |  |  | $        |            |  | -          |  |  | $        |  |  | -          |  |            | $ |  |  | - |          |  | $ |  |  | -          |  |  | $ |  |  | -     | 
|                                                                                                                                                                                                                                                           |  |                                 |  |                   |  |                |                         |  |  |          |            |  |            |  |  |          |  |  |            |  |            |   |  |  |   |          |  |   |  |  |            |  |  |   |  |  |       | 
|Total                                                                                                                                                                                                                                                      |  |                                 |  | $                 |  |                | 315,000                 |  |  | $        |            |  | 2,671      |  |  | $        |  |  | -          |  |            | $ |  |  | - |          |  | $ |  |  | 315,000    |  |  | $ |  |  | 2,671 | 
|                                                                                                                                                                                                                                                           |  |                                 |  |                   |  |                |                         |  |  |          |            |  |            |  |  |          |  |  |            |  |            |   |  |  |   |          |  |   |  |  |            |  |  |   |  |  |       | 



|(1) | First-to-default credit swap baskets, which may include credits of varying qualities, are grouped above based on the lowest credit in the basket.
However, such basket swaps may entail greater credit risk than the rating level of the lowest credit.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



36



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Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements



8. DERIVATIVE INSTRUMENTS(continued)



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.



|                            |  |                |  |  |                   |  |         |          |  |   |            |  |  |  |       |  |  |   |  |  |  |  |         |  |  |   |  |  |  |  |       | 
|--------------------------- |  | -------------- |  |  | ----------------- |  | ------- | -------- |  | - | ---------- |  |  |  | ----- |  |  | - |  |  |  |  | ------- |  |  | - |  |  |  |  | ----- | 
|                            |  | March 31, 2011 |  |  | December 31, 2010 | 
|Industry                    |  | Notional       |  |  | Fair Value        |  |         | Notional |  |   | Fair Value | 
|                            |  | (in thousands) | 
|Corporate Securities:       |  |                |  |  |                   |  |         |          |  |   |            |  |  |  |       |  |  |   |  |  |  |  |         |  |  |   |  |  |  |  |       | 
|Manufacturing               |  | $              |  |  |                   |  | 40,000  |          |  | $ |            |  |  |  | 249   |  |  | $ |  |  |  |  | 40,000  |  |  | $ |  |  |  |  | 249   | 
|Finance                     |  |                |  |  |                   |  | 54,000  |          |  |   |            |  |  |  | 244   |  |  |   |  |  |  |  | -       |  |  |   |  |  |  |  | -     | 
|Services                    |  |                |  |  |                   |  | 20,000  |          |  |   |            |  |  |  | 93    |  |  |   |  |  |  |  | 20,000  |  |  |   |  |  |  |  | 101   | 
|Energy                      |  |                |  |  |                   |  | 20,000  |          |  |   |            |  |  |  | 205   |  |  |   |  |  |  |  | 20,000  |  |  |   |  |  |  |  | 220   | 
|Transportation              |  |                |  |  |                   |  | 25,000  |          |  |   |            |  |  |  | 187   |  |  |   |  |  |  |  | 25,000  |  |  |   |  |  |  |  | 203   | 
|Retail and Wholesale        |  |                |  |  |                   |  | 20,000  |          |  |   |            |  |  |  | 166   |  |  |   |  |  |  |  | 20,000  |  |  |   |  |  |  |  | 189   | 
|Other                       |  |                |  |  |                   |  | 190,000 |          |  |   |            |  |  |  | 1,552 |  |  |   |  |  |  |  | 190,000 |  |  |   |  |  |  |  | 1,709 | 
|First to Default Baskets(1) |  |                |  |  |                   |  | -       |          |  |   |            |  |  |  | -     |  |  |   |  |  |  |  | -       |  |  |   |  |  |  |  | -     | 
|                            |  |                |  |  |                   |  |         |          |  |   |            |  |  |  |       |  |  |   |  |  |  |  |         |  |  |   |  |  |  |  |       | 
|Total Credit Derivatives    |  | $              |  |  |                   |  | 369,000 |          |  | $ |            |  |  |  | 2,696 |  |  | $ |  |  |  |  | 315,000 |  |  | $ |  |  |  |  | 2,671 | 
|                            |  |                |  |  |                   |  |         |          |  |   |            |  |  |  |       |  |  |   |  |  |  |  |         |  |  |   |  |  |  |  |       | 

|(1) | Credit default baskets may include various industry categories.
|--- | ---------------------------------------------------------------

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 $369.0 million
notional of credit default swap (CDS) selling protection at March 31, 2011. These credit derivatives generally have maturities of five years or less.

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 Stockholders Equity under the heading Accumulated Other Comprehensive Income and changes in the market value of the embedded total return swaps are included in current period earnings in Realized investment gains
(losses), net. The Companys maximum exposure to loss from these investments was $7.7 million and $7.5 million at March 31, 2011 and December 31, 2010, respectively.

In addition to selling credit protection, the Company has purchased credit protection using credit derivatives in order to hedge specific
credit exposures in the Companys investment portfolio. As of March 31, 2011 the Company had $30.0 million of outstanding notional amounts reported at fair value as a liability of $2.9 million.

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 over-the-counter (OTC) derivative transactions is represented by
the contracts with a positive fair value (market value) at the reporting date after taking into consideration the existence of netting agreements.

The Company has credit risk exposure to an affiliate, Prudential Global Funding, LLC related to its over-the-counter derivative transactions. Prudential Global Funding, LLC 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 5.



37



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Prudential Annuities Life Assurance Corporation

Notes to Unaudited Interim Financial Statements





Under fair value measurements, the Company incorporates the markets perceptions 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.



38



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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 March 31, 2011 compared with December 31, 2010, and
its results of operations for the three months ended March 31, 2011 and 2010. 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, 2010, 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 annuity products (and where offered, the companion market value adjustment option) to new investors upon the launch of a new product 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 will continue to accept subsequent purchase payments on inforce contracts under existing annuity products. These initiatives were
implemented to create operational and administrative efficiencies by offering a single product line of annuity products from a more limited group of legal entities. In addition, by limiting its variable annuity offerings to a single product line
sold through one insurer (and its affiliate, for New York sales), the Prudential Annuities business unit of Prudential Financial expects to convey a more focused, cohesive brand in the marketplace.

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 latest optional
living benefits guarantee, among other features, the ability to make withdrawals based on the highest daily contract value plus a minimum return, credited for a period of time. This highest daily guaranteed contract value is accessible through
periodic withdrawals for the life of the contractholder, and not as a lump-sum surrender value.

Our variable annuity
investment options provide our customers with the opportunity to invest in proprietary and non-proprietary mutual funds, frequently under asset allocation programs, and fixed-rate accounts. The investments made by customers in the proprietary and
non-proprietary mutual funds generally represent separate account interests that provide a return linked to an underlying investment portfolio. The general account investments made in the fixed-rate accounts are credited with interest at rates we
determine, subject to certain minimums. We also offer fixed annuities that provide a guarantee of principal and interest credited at rates we determine, subject to certain contractual minimums. Certain investments made in the fixed-rate accounts of
our variable

annuities and certain fixed annuities impose a market value adjustment if the invested amount is not held to
maturity. Based on the contractual terms the market value adjustment can be positive, resulting in an additional amount for the contractholder, or negative, resulting in a deduction from the contractholders account value or redemption
proceeds.

The primary risk exposures of our variable annuity contracts relate to actual deviations from, or changes to, the
assumptions used in the original pricing of these products, including equity market returns, interest rates, market volatility, timing of annuitization and withdrawals, contract lapses and contractholder mortality. The rate of return we realize from
our variable annuity contracts will vary based on the extent of the differences between our actual experience and the assumptions used in the original pricing of these products. As part of our risk management strategy we hedge or limit our exposure
to certain of these risks primarily through a combination of product design elements, such as an asset transfer feature, externally purchased hedging instruments and affiliated reinsurance arrangements with Pruco Reinsurance, Ltd. (Pruco
Re) and The Prudential Insurance Company of America (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 and the impact of risks that are not able to be hedged.

The asset transfer feature, included in the design of certain optional living benefits, transfers assets between the variable investments selected by the annuity contractholder and, depending on the
benefit feature, a fixed rate account in the general account or a bond portfolio within the separate account. The potential 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 back to contractholder-selected investments. Overall, the asset transfer feature is designed to help mitigate our exposure to equity market risk and market
volatility. Beginning in 2009, our offerings of optional living benefit features associated with variable annuity products all include an asset transfer feature, and in 2009 we discontinued any new sales of optional living benefit features without
an asset transfer feature. Other product design elements we utilize for certain products to manage these risks include investment option restrictions and minimum issuance age requirements. As of March 31, 2011 approximately $42.7 billion or 80%
of total variable annuity account values contain a living benefit feature, compared to approximately $42.1billion or 79% as of December 31, 2010. As of March 31, 2011 approximately $30.8 billion or 72% of variable annuity account values
with living benefit features included an asset transfer feature in the product design, compared to approximately $29.0 billion or 69% as of December 31, 2010.

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 arrangements.
Primarily in the reinsurance affiliate, equity options and futures as well as interest rate derivatives are purchased to hedge certain living benefit features accounted for as embedded derivatives against changes in equity markets, interest rates,
and market volatility. Prior to the third quarter of 2010, the hedging strategy sought to generally match the sensitivities of the embedded derivative liability as defined by GAAP, excluding the impact of the market-perceived risk of
non-performance, with capital market derivatives. In the third quarter of 2010, the hedging strategy was revised as, in a low interest rate environment, management of the Company and reinsurance affiliates does not believe the GAAP value of the
embedded derivative liability to be an appropriate measure for determining the hedge target. The new hedge target is grounded in a GAAP/capital markets valuation framework but incorporates modifications to the risk-free return assumption 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 modifications include the removal of a volatility risk margin embedded in the valuation technique used
to fair value the embedded derivative liability under GAAP, and the inclusion of a credit spread over the risk-free rate used to estimate future growth of bond investments in the customer separate account funds. This new strategy will result in
differences each period between the change in the value of the embedded derivative liability as defined by GAAP and the change in the value of the hedge positions, potentially increasing volatility in GAAP earnings in the Company and the reinsurance
affiliate, and increasing volatility in the amortization of deferred acquisition and other costs of the Company as a result of the gross profits impact. In addition, consistent with sound risk management practices, management of the company and
reinsurance affiliates evaluates hedge levels versus the target given the 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.

In the second quarter of 2009, we began the expansion of our hedging
program to include a portion of the market exposure related to the overall capital position of our variable annuity business, including the impact of certain statutory reserve exposures. These capital hedges primarily consisted of equity-based total
return swaps that were designed to partially offset changes in our capital position resulting from market driven changes in certain living and death benefit features of our variable annuity products. During the second quarter of 2010, we terminated
the capital hedge program in lieu of a new 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.

Marketing and Distribution

The Company has sold its annuity products through multiple distribution channels, including (1) independent broker-dealer firms and financial planners; (2) broker-dealers that are members of the
New York Stock Exchange, including wirehouse and regional broker-dealer firms; and (3) broker-dealers affiliated with banks or that specialize in marketing to customers of banks. Although the Company has sold in each of those
distribution channels, the majority of the Companys sales have come from the independent broker-dealer firms and financial planners. The Company has selling agreements with over eight hundred broker-dealer firms and financial institutions.



39



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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, 2010.

The Companys Changes in Financial Position and Results of Operations are described below.



Changes in Financial Position

2011
versus 2010

Total assets increased by $522 million, from $57.3 billion at December 31, 2010 to $57.8 billion at
March 31, 2011. Separate account assets increased by $1.0 billion, primarily driven by market appreciation and transfers of balances from the general account to the separate accounts primarily as a result of the asset transfer feature embedded,
in some of our optional living benefit features, as discussed above and transfers from a customer elected dollar cost averaging (DCA) program. Partially offsetting the above increase in total assets was a decrease in fixed maturities of
$384 million driven by the aforementioned transfers related to the asset transfer feature and DCA program. Additionally, reinsurance recoverables decreased by $187 million driven by mark-to-market decreases in the reinsured liability for living
benefit embedded derivatives primarily resulting from a decrease in the present value of future expected benefit payments driven by favorable market conditions.

During the period, total liabilities increased by $436 million, from $55.4 billion at December 31, 2010 to $55.8 billion at March 31, 2011. Separate account liabilities increased by $1.0 billion
offsetting the increase in separate accounts assets above. Partially offsetting the above increase in total liabilities was a decrease in policyholders account balances of $472 million primarily driven by transfers of customer account values
to the separate account from the general account as a result of the asset transfer feature embedded in some of our optional living benefit features, and transfers from the DCA program. Additionally, future policy benefits and other policyholder
liabilities decreased by $213 million driven by a decrease in the liability for living benefit embedded derivatives, as discussed above.

Results of Operations

2011 versus
2010 Comparison

Net Income

Net income increased $87 million from $32 million in the first quarter of 2010 to $119 million in the first quarter of 2011. The gain is driven by a $126 million increase in income from operations before
income taxes, as discussed below, partially offset by a $39 million increase in income tax expense.

The increase in income
from operations before taxes was driven by a favorable variance from lower amortization of deferred policy acquisition (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 contributing to the increase was an increase in fee income, net of higher distribution costs, due to higher average separate account balances, net
market appreciation and net transfers of balances from the general account to the separate accounts over the past twelve months. The transfer of balances from the general account relates to both transfers from a customer-elected dollar cost
averaging program of approximately $589 million and approximately $551 million of net transfers primarily from the asset transfer feature, in some of our optional living benefit features. The asset transfer feature is part of the overall product
design, and as a result of market improvements, transferred balances out of the fixed-rate account in our general account to the separate accounts from April 1, 2010 through March 31, 2011. Partially offsetting these items was an
unfavorable variance related to adjustments to the reserves for the guaranteed minimum death and income benefit features of our variable annuity products and to our estimate of total gross profits used as a basis for amortizing 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 5 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 other costs, was a $102
million favorable variance in amortization related to the impact of the mark-to-market of the reinsured liability for living benefit embedded derivatives and related hedge positions. This impact primarily relates to changes in the market perceived
risk of non-performance (NPR) in the valuation of the reinsured living benefit liabilities. We incorporate the market-perceived risk of non-performance of our affiliates in the valuation of the embedded derivatives associated with
our living benefit features on our variable annuity contracts. To reflect the markets perception of our own risk of non-performance, we incorporate an additional spread over LIBOR



40



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into the discount rate used in the valuation of the embedded derivative liabilities. In the first quarter of 2011, a negative adjustment for the markets perception of NPRs in the
reinsurance affiliate, were driven by decreases in the reinsured living benefit liabilities due to favorable market conditions. These losses resulted in a favorable variance from lower amortization of DAC and other costs.

As shown in the following table, income from operations for the first quarter of 2011 included $13 million of benefits related to
adjustments to the reserves for the guaranteed minimum death and income benefit features of our variable annuity products and to our estimate of total gross profits used as a basis for amortizing DAC and other costs, compared to $22 million of
benefits included in the first quarter of 2010, resulting in a $9 million unfavorable variance.



|                                                   |  |                                      |        |   |                                   |   |        |       |  |   |                                      |   |  |                           |        |   |       |   |        |  |  |   |        | 
|-------------------------------------------------- |  | ------------------------------------ | ------ | - | --------------------------------- | - | ------ | ----- |  | - | ------------------------------------ | - |  | ------------------------- | ------ | - | ----- | - | ------ |  |  | - | ------ | 
|                                                   |  | Three Months Ended March 31, 2011    |        |   | Three Months Ended March 31, 2010 |  
|                                                   |  | Amortizationof DAC andOther Costs(1) |        |   | ReservesforGMDB /GMIB (2)         |   |        | Total |  |   | Amortizationof DAC andOther Costs(1) |   |  | ReservesforGMDB /GMIB (2) |        |   | Total |  
|                                                   |  | (in thousands)                       |       
|Quarterly market performance adjustment            |  | $                                    | 10,570 |   |                                   | $ | 7,222  |       |  | $ | 17,792                               |   |  | $                         | 6,839  |   |       | $ | 5,531  |  |  | $ | 12,370 | 
|Quarterly adjustment for current period experience |  |                                      | (9,099 | ) |                                   |   | 4,831  |       |  |   | (4,268                               | ) |  |                           | (7,828 | ) |       |   | 17,595 |  |  |   | 9,767  | 
|                                                   |  |                                      |        |   |                                   |   |        |       |  |   |                                      |   |  |                           |        |   |       |   |        |  |  |   |        | 
|Total                                              |  | $                                    | 1,471  |   |                                   | $ | 12,053 |       |  | $ | 13,524                               |   |  | $                         | (989   | ) |       | $ | 23,126 |  |  | $ | 22,137 | 
|                                                   |  |                                      |        |   |                                   |   |        |       |  |   |                                      |   |  |                           |        |   |       |   |        |  |  |   |        | 

|(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.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

As shown in the table above, results
for both periods include quarterly updates for the impact of fund performance on our amortization of DAC and other costs and GMDB/GMIB reserves for our variable annuity products. Results for the first quarter of 2011 included $18 million of benefits
associated with these quarterly updates due to overall favorable market performance. The actual rates of return on annuity account values for the first quarter of 2011 was 3.6% compared to our expected rate of return of 1.5%. The first quarter of
2010 updates resulted in benefits of $12 million due to favorable market performance. The actual rate of return on annuity account values for the first quarter of 2010 was 3.3% compared to our previously expected rate of return of 1.8%.

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 future projected returns over a four year period 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 return across all contract groups is 5.8% per annum as of March 31, 2011, or approximately 1.4% per quarter. Beginning in the fourth quarter of 2008 and continuing through the first quarter of 2011, the projected
near-term future annual rate of return calculated using the reversion to the mean approach for some contract groups was greater than our maximum future rate of return assumption across all asset types for this business. In those cases, we utilize
the maximum future rate of return over the four year period, thereby limiting the impact of the reversion to the mean on our estimate of total gross profits. The near-term blended maximum future rate of return, for these impacted contract groups,
under the reversion to the mean approach is 9.3% at the end of the first quarter of 2011. Included in the blended maximum future rate are assumptions for returns on various asset classes, including a 5.7% annual weighted average rate of return on
fixed income investments and a 13% annual maximum rate of return on equity investments.

The $4 million charge in the first
quarter of 2011 and the $10 million benefit in the first quarter of 2010 for the quarterly adjustments for current period experience shown in the table above primarily reflect the impact of differences between actual gross profits for the period and
the previously estimated expected gross profits for the period, as well as an update for current and future expected claims costs associated with the guaranteed minimum death and income benefit features of our variable annuity products. The
unfavorable variance related to the amortization DAC and other costs was primarily driven by differences in market conditions in first quarter of 2010 compared to first quarter of 2011. The unfavorable variance related to the adjustment to the
GMDB/GMIB reserves was primarily driven by differences in actual lapse experience and contract guarantee claim costs in first quarter of 2010 compared to first quarter of 2011.

Revenues

Revenues increased $19 million, from $352 million in the first
quarter of 2010 to $371 million in the first quarter of 2011. Premiums increased $1.1 million, from $7.4 million in the first quarter of 2010 to $8.5 million in the first quarter of 2011, reflecting an increase in funds from customers electing to
enter into the payout phase of their annuity contracts.

Policy charges and fee income increased $20 million, from $184
million in the first quarter of 2010 to $204 million in the first quarter of 2011 driven by higher fee income primarily driven by an increase in average variable annuity asset balances invested in separate accounts as discussed above. Also included
in the above increases was a favorable variance of $13 million from lower market value adjustments related to the Companys market value adjusted investment option (the MVA option) driven by market conditions and transfer of assets
to the separate account primarily due to the asset transfer feature. Partially offsetting the above increases was a $27 million benefit in fee income in the prior year quarter from refinements based on a review and settlement of reinsurance
contracts related to acquired business.



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Net investment income decreased $17 million from $98 million in the first quarter 2010 to
$81 million in the first quarter of 2011 as a result of lower average annuity account values in the general account also resulting from transfers from the fixed-rate option in the general account to the separate accounts, as discussed above.

Asset administration fees and other income increased $10 million, from $69 million in the first quarter of 2010 to $79
million in the first quarter of 2011 as a result of higher average variable annuity asset balances invested in separate accounts, as discussed above.

Realized investment gains/losses, net, increased by $5.0 million from a loss of $7 million in the first quarter of 2010 to a loss $2 million in the first quarter of 2011. This increase was driven by
favorable variance related to losses in first quarter 2010 from derivative positions associated with our terminated capital hedging program, as discussed above.

Benefits and Expenses

Benefits and expenses decreased $108 million from
$325 million in the first quarter of 2010 to $217 million in the first quarter of 2011.

Policyholders benefits
increased $16 million, from a benefit of $2 million in the first quarter of 2010 to a charge of $14 million in the first quarter of 2011, primarily due to the adjustments to the reserves for the GMDB/GMIB reserves benefit features of our variable
annuity products related to our quarterly adjustments to reflect current period experience and market performance, as discussed above.

Interest credited to policyholders account balances decreased $55 million, from $122 million in the first quarter of 2010 to $67 million in the first quarter of 2011, due to lower deferred sales
inducements (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, as discussed above. Also contributing to the decrease
was lower interest credited to policyholders account balances due to lower average annuity account values in the fixed-rate option of the general account.

Amortization of deferred policy acquisition costs decreased by $62 million, from $92 million in the first quarter of 2010 to $30 million in the first quarter of 2011, 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, as discussed above.

General, administrative and other expenses decreased by $7 million, from $113 million in the first quarter of 2010 to $106 million in the first quarter of 2011, primarily driven by lower expenses due to
the launch of the new product line in March 2010 in Pruco Life Insurance Company and Pruco Life Insurance Company of New Jersey.

Income
Taxes

Our income tax provision amounted to an income tax expense of $35 million for the three months ended March 31,
2011 compared to income tax benefit of $5 million for the three months ended March 31, 2010. The increase in income tax expense was primarily driven by the increase in pretax income.

The Companys liability for income taxes includes the liability for unrecognized tax benefits, interest and penalties which relate
to tax years still subject to review by the Internal Revenue Service (IRS) or other taxing authorities. Audit periods remain open for review until the statute of limitations has passed. Generally, for tax years which produce net
operating losses, capital losses or tax credit carryforwards (tax attributes), the statute of limitations does not close, to the extent of these tax attributes, until the expiration of the statute of limitations for the tax year in which
they are fully utilized. The completion of review or the expiration of the statute of limitations for a given audit period could result in an adjustment to the liability for income taxes. The statute of limitations for the 2002 tax year expired on
April 30, 2009. The statute of limitations for the 2003 tax year expired on July 31, 2009. The statute of limitations for the 2004 through 2007 tax years will expire in February 2012, unless extended. Tax years 2008 through 2010 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 2010, 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 regulations 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 14, 2011, the Obama Administration released the General Explanations of the Administrations Revenue Proposals. Although the Administration has not released proposed statutory language, 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



42



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regulation or legislation, could increase actual tax expense and reduce the Companys consolidated net income. These activities had no impact on the Companys 2010 or first quarter 2011
results.

In December 2006, the IRS completed all fieldwork with respect to its examination of the consolidated federal income
tax returns for tax years 2002 and 2003. The final report was initially submitted to the Joint Committee on Taxation for their review in April 2007. The final report was resubmitted in March 2008 and again in April 2008. The Joint Committee returned
the report to the IRS for additional review of an industry issue regarding the methodology for calculating the DRD related to variable life insurance and annuity contracts. The IRS completed its review of the issue and proposed an adjustment with
respect to the calculation of the DRD. In order to expedite receipt of an income tax refund related to the 2002 and 2003 tax years, the Company agreed to such adjustment. The report, with the adjustment to the DRD, was submitted to the Joint
Committee on Taxation in October 2008. The Company was advised on January 2, 2009 that the Joint Committee completed its consideration of the report and took no exception to the conclusions reached by the IRS. Accordingly, the final report was
processed and a $157 million refund was received by the Companys parent, Prudential Financial, in February 2009. The Company believed that its return position with respect to the calculation of the DRD is technically correct. Therefore, the
Company filed protective refund claims on October 1, 2009 to recover the taxes associated with the agreed upon adjustment. The IRS issued an Industry Director Directive (IDD) in May 2010 stating that the methodology for calculating
the DRD set forth in Revenue Ruling 2007-54 should not be followed. The IDD also confirmed that the IRS guidance issued before Revenue Ruling 2007-54, which guidance the Company relied upon in calculating its DRD, should be used to determine the
DRD. The Companys parent, Prudential Financial, has received a refund of approximately $3 million which represents the taxes associated with the previously agreed upon DRD adjustment plus interest. These activities had no impact on the
Companys 2010 or first quarter 2011 results.

In January 2007, the IRS began an examination of tax years 2004 through
2006. For tax years 2007 through 2010, 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 our 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, Prudential Insurance and the Company, including reasonably foreseeable contingencies.

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 contingencies. 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, equity 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 our 2010 Annual Report on Form 10-K for information regarding the potential effects of the Dodd-Frank Act on the Company and its affiliates.

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 our operations. We segment our investment portfolios and employ an asset/liability management approach specific to the requirements of our product lines. This enhances the discipline applied in managing the liquidity, as well as the interest rate
and credit risk profiles, of each portfolio in a manner consistent with the unique characteristics of the product liabilities. We use a projection process for cash flows from operations to ensure sufficient liquidity to meet projected cash outflows,
including claims. The impact of Prudential Funding, LLCs financing capacity on liquidity (as described below) is considered in the internal liquidity measures of the Company.

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



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Cash Flow

The principal sources of the Companys liquidity are annuity considerations, investment and fee income, and investment maturities and sales, as well as internal borrowings. The principal uses of that
liquidity include benefits, claims, and payments to policyholders and contractholders in connection with surrenders, withdrawals and net policy loan activity. Other uses of liquidity include commissions, general and administrative expenses,
purchases of investments, and payments in connection with financing activities. 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 by certain
affiliates. Therefore, the Company expects its overall level of cash flows to decrease going forward.

We believe that the
cash flows from our 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, 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, 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.

Liquid Assets

Liquid assets include cash, cash equivalents,
short-term investments, most fixed maturities that are not designated as held to maturity and public equity securities. As of March 31, 2011 and December 31, 2010, the Company had liquid assets of $5.5 billion and $5.8 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 $0.4 billion and $0.2 billion as of March 31, 2011 and
December 31, 2010, respectively. 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 foreseeable stress scenarios.

Given the size and liquidity profile of our investment portfolios, we believe that claim experience varying from our projections does not
constitute a significant liquidity risk. Our asset/liability management process takes into account the expected maturity of investments and expected claim payments as well as the specific nature and risk profile of the liabilities. Historically,
there has been no significant variation between the expected maturities of our investments and the payment of claims.

Our
liquidity is managed through access to substantial investment portfolios as well as a variety of instruments available for funding and/or managing cash flow mismatches, including from time to time those arising from claim levels in excess of
projections. To the extent we need to pay claims in excess of projections, we may borrow temporarily or sell investments sooner than anticipated to pay these claims, which may result in increased borrowing costs or realized investment gains or
losses affecting results of operations.

We believe that borrowing temporarily or selling investments earlier than anticipated
will not have a material impact on our liquidity. Payment of claims and sale of investments earlier than anticipated would have an impact on the reported level of cash flow from operating and investing activities, respectively, in our financial
statements.

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 up to limits established
with the applicable insurance regulators. 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 including the Companys to a level that is consistent with the ratings targets for those
subsidiaries and in excess of the minimum levels required by applicable insurance regulations. 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, 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 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.



44



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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.

During 2010, as part of its Capital Protection Framework, Prudential Financial developed a broad
view of the impact of market distress on the statutory capital of Prudential Financial and its subsidiaries, as a whole. In the second quarter of 2010, the capital hedge program was terminated as described under Products and equity
index-linked derivative transactions were entered into that are designed to mitigate the impact of a severe equity market stress event on the statutory capital of Prudential Financial and its subsidiaries, as whole. A portion of the derivatives
related to the new program were purchased by the Company. 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.

In
addition to hedging the equity market exposure as mentioned above, we also manage certain risks associated with our variable annuity products through hedging programs and affiliated reinsurance arrangements. Primarily in the reinsurance affiliate,
we purchase equity options and futures as well as interest rate derivatives are purchased to hedge certain optional 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 the sensitivities of the embedded derivative liability as defined by GAAP, excluding the impact of the market-perceived risk of non-performance, with capital market
derivatives. In the third quarter of 2010, the hedging strategy was revised as, in a low interest rate environment, management of the Company and reinsurance affiliates does not believe the GAAP value of the embedded derivative liability to be an
appropriate measure for determining the hedge target. For additional information regarding the change in hedging strategy see Products.

Certain of the Companys living benefit guarantees are ceded to an affiliated offshore captive reinsurance company. A reinsurance trust is established by the affiliated offshore captive reinsurance
company to satisfy reinsurance reserve credit requirements. These reserve credits allow the Company to reduce the level of statutory capital it is required to hold. 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 reinsurance credit reserve requirements would necessitate depositing additional assets in the statutory reserve credit trusts, while lower 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, certain hedge assets or collateral associated with the hedge positions, and loans from Prudential Financial and/or affiliates. Prudential Financial also continues to evaluate other options to address reserve credit needs such as obtaining
letters of credit. Favorable equity market conditions and higher interest rates in the first quarter of 2011 led to a decline in the need to fund the captive reinsurance trusts by an the amount of $66 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 March 31, 2011. Based on such evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of March 31, 2011,
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 March 31, 2011 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.

Summary

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 results of operations or cash flow of the Company 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. See Note 4 to Financial Statements included herein for additional discussion of our litigation and regulatory matters.

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, 2010. 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, 2010.



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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.

Schedules are omitted because they are either inapplicable or the information required therein is included in the notes to the Unaudited Interim Financial Statements included herein.



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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 CORPORATIONBy:  /s/  Thomas J. DiemerThomas J. DiemerExecutive Vice President and Chief Financial Officer(Principal Financial Officer and Principal Accounting Officer)


May 13, 2011



48



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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.



49