Ladies and gentlemen, thank you for standing by, and welcome to the Third Quarter 2010 Earnings Call. [Operator Instructions] I would now like to turn the conference over to Mr. Eric Durant. Please go ahead.

Thank you, Cynthia. Good morning. Thank you for joining us. On today's call, John Strangfeld, Rich Carbone and Mark Grier had prepared comments to share with you. Rich will be speaking through a deck that's been filed on our Form 8-K that you can get from our Investor Relations website at www.investor.prudential.com. For the Q&A, John, Rich and Mark will be joined by Bernard Winograd, Ed Baird, Ken Tanji and Peter Sayre. In order to help you understand Prudential Financial we will make some forward-looking statements in the following presentation. It is possible that actual results may differ materially from the predictions we make today. Additional information regarding factors that could cause such a difference appears in the display slides in the section titled Forward-Looking Statements and Non-GAAP Measures of our earnings press release for the third quarter of 2010, which can be found on our website at www.investor.prudential.com. In addition, in managing our businesses, we use a non-GAAP measure we call adjusted operating income to measure the performance of our Financial Services businesses. Adjusted operating income excludes net investment gains and losses as adjusted, and related charges and adjustments, as well as results from divested businesses. Adjusted operating income also excludes recorded changes in asset values that are expected to ultimately accrues to contract holders and recorded changes in contract holder liabilities resulting from changes in related asset values. The display slides in our earnings press release contain information about our definition of adjusted operating income. The comparable GAAP presentation and the reconciliation between the two for the quarter and nine months ended September 30 are set out in our earnings press release on our website. Additional information related to the company's financial performance is also located on our website. John?

Thank you, Eric. Good morning, everyone. Thank you for joining us. I'll speak briefly at the outset and then close it out after Rich and Mark had finished. Our performance in the third quarter was very solid and continued to reflect our attention to capital deployment, business mix and effective execution of our individual business strategies. Consistent contributions to earnings and growth from our International Insurance businesses, strong results from businesses that are driven by net flows and market conditions and the stability of our core insurance franchises in U.S. are the drivers of performance that we expect and that what we have promised investors over the years. Our high-quality investment portfolio, high level of liquidity and strong capitalization provide financial strength that will support significant growth opportunities overseas and in the U.S., giving us upside opportunities, and we believe, limited downside risk. In short, our financial performance is progressing well, and our business momentum continues to build as is demonstrated by strong sales inflows in many of our businesses. About a month ago, we announced our agreement to acquire the Star and Edison insurance companies in Japan. This acquisition is expected to close in the first quarter. Given the importance of this transaction, we decided to give you input today on our earnings outlook for 2011 as well as our longer-term goals for ROE, including the impact of Star/Edison just as we would on Investor Day. Accordingly, we canceled next month's Investor Day event. We hope to find today's discussion helpful, and we look forward to answering your questions. Now I'd like to turn it over to Rich. Rich?

Thanks, John, and good morning, everyone. At the beginning here, I will cover the third quarter results. And then, I'll come back later on and cover our capital and liquidity position, our earnings guidance for 2011 and how we look at our ROE potentials. As you've seen from yesterday's release, we reported common stock earnings per share of $2.12 for the third quarter based on adjusted operating income for the Financial Services Businesses, or the FSB. This compares to a $1.78 per share in the year-ago quarter. I will start with some high-level comments on the current quarter and then discuss the impact of some discrete items. In our Annuity Retirement businesses, results are benefiting from continued growth and account values, driven by strong sales and net flows as well as cumulative market value increases over the past year. In the Asset Management business, we are benefiting from higher Asset Management fees, driven by growth in assets under management as well as the absence of credit-related charges in the current quarter. Low earnings from our U.S. Protection businesses resulted from an increase in Individual Life claims in comparison to better-than-expected experience a year ago and less favorable underwriting in Group insurance. Our domestic results are also benefited from net favorable unlockings in the quarter, reflecting updated estimates of profitability based on our annual actuarial reviews as well as market increases in the quarter. Our International businesses are continuing to perform well with record earnings for the quarter and strong sales driven by our competitive position and expanding distribution in Japan. As you saw in our earnings release, we changed our definition of adjusted operating income, or AOI. To exclude hedging differences from our variable annuity living benefits, mark-to-market on our capital hedge and the nonperformance risk that we've referred to…

Thanks, John and Rich, and good morning, good afternoon or good evening. Thanks for joining us on the call today. In the discussion of the businesses, I'll begin with our U.S. businesses. Our Annuity business reported adjusted operating income of $588 million for the third quarter, compared to $315 million a year ago. Results for the current quarter reflect the favorable unlocking and reserve adjustments that Rich mentioned. The DAC unlocking contributed $245 million to current quarter results. This unlocking was driven mainly by the annual update of our actuarial assumptions and in particular, reflects stronger persistency than our earlier estimates. This leads to enhanced overall expected-based contract profitability. Favorable market performance in the quarter also contributed to the unlocking. The release of a portion of our reserves for guaranteed minimum death and income benefits contributed $167 million to current quarter results. This benefit or earning was mainly driven by the equity market uptick in the quarter and also reflects the annual update of our actuarial assumptions. The items I mentioned sum up to a net favorable impact of $412 million on current quarter results in our Annuity business. Results for the year-ago quarter included a net benefit of $211 million from a favorable unlocking and reserve true-ups. Stripping out the unlocking and true-ups, Annuity results were $176 million for the current quarter, compared to $104 million a year ago. The $72 million increase in what I would consider the underlying results of the business, reflect higher fees due to an increase of more than $20 billion in average account values over the past year, driven by nearly $14 billion in net sales. As Rich mentioned, we've made some changes in our hedging strategies for annuity living benefits. Let me spend a few minutes here to talk about our hedging…

Okay. Thanks, Mark. I going to start the presentation on Slide 6. Let me give you a moment to flip to that on your screens. It's title is Assumption for 2010 Outlook (sic) [Assumptions for 2011 Outlook], okay? 2011 earnings is independent on several factors, which are summarized on the slide. The starting point as always is 2010 baseline earnings, to which we had 2011 business growth. Next, where is the S&P going to go to begin and where is it going to end? For planning purposes, this is not a prediction. We assume the S&P ends the year at $11.70, grows at 8% in 2011, and averages $12.20 for the year. FX will contribute about 1% to growth in 2011. And that'd net at the end is stronger and the water's weaker, and you know, they're all hedged for the year. Our tax rate is up a bit from 26% to 27%, and that's consistent with the increase in our pretax income. Our liquidity cushion remains at $1 billion. And for now, we will likely retain $2 billion to $2.5 billion of on-balance sheet capital capacity during 2011 as financial flexibility to support additional business growth take advantage of market opportunities and as a buffer against stress conditions. Our 2011 EPS reflects the impact of the additional shares and debt issuance to finance the Star/Edison acquisition. The dilution from the new shares has an outsized impact on 2011 EPS, because eight months of 2011 earnings from the acquired businesses are entirely offset by the sum of the integration costs and 12 months worth of financing costs. Due to the strong third quarter and our revised capital projections for 2010, which you will see later on, we've reduced the anticipated capital raise from $1.3 billion of equity and $1.2 billion…

Thank you, Rich. So as Mark and Rich have described, Prudential has been steadily and consistently gaining ground for this period of financial and economic challenges. Looking down the road, we are confident that we will achieve the 13% to 14% ROE objective for 2013 that Rich has shared with you. Our business is operating in attractive markets. They are highly competitive. They are well led. And collectively, they make up a very attractive portfolio. A portfolio with both growth prospects and downside protection. In addition, effective capital management remains an important lever. We believe we have shown we have the skills to identify attractive properties to acquire unfavorable terms and integrate successfully. We believe our just-announced acquisition Star/Edison insurance companies fulfill the criteria of a successful deal. We expect Star/Edison to contribute an ROE in 2013 that is compatible with our corporate goal for that year. We consider this to be an excellent financial result, especially considering our confidence in achieving the expense saving to drive our expected returns. As those stage are more fully achieved over time, Star/Edison's ROE will further increase. Star/Edison also have significant benefits that we have not attributed to its financial results. First, Star/Edison significantly broadens and deepens our distribution in captive agency and bank distribution in Japan while adding a substantial independent agency channel. Although we expect to generate meaningful sales from this distribution, our purchased price attributed almost no value to new business. On the contrary, the value of the in force block we are acquiring, as well as the expense savings we expect to achieve, support virtually the entire price we are paying. That's why we expect to record almost no goodwill from this transaction. Second, product manufacturing and administration of our Japanese insurance companies are increasingly done from common platforms.…

[Operator Instructions] Our first question will come from the line of Andrew Kligerman from UBS.

Rich, could you just come back before I ask my question, clarify what that $2 billion was that you were talking about. Is that excess capital that you plan to invest at a 12% return, whether that be investments, buyback, et cetera? What exactly was that $2 billion?

Okay. Andrew, during the multi-year plan -- well, right now, you've seen on the balance sheet, on that slide that listed all of our capital, our capital position. You saw after the Star/Edison acquisition, we had about $1.8 billion to $2.3 billion of capital capacity, our available capital capacity. My remarks during the projected period were that, from 2011 through 2013, that number would grow significantly. The assumption in the multi-year ROE projection is that the excess capital or the capital above that $2 billion number will be invested in a 12% return and that $2 billion number will be sitting at sort of a short-term bond rate or embedded in the general account but not delivering a 12% return. So it's the capital above that, that will deliver the 12% return.

And no way that, that's ever going to deliver above 12% because you need it there, right?

Say that again?

The money below the $2 billion base will never get above 12% because you need to have it in fully liquid securities, et cetera?

I wouldn't say never. I wouldn't say never, and I wouldn't say it's always going to be $ 2 billion. It's our planning assumption for the multi-year period.

And Andrew, you should think of that as a conservative baseline assumption and not something that's cast in stone with respect to a target. And also, don't link it too closely to being held in very low-yielding liquid assets. That's a kind of a broad 40,000-foot sort of normal piece capital that sits there.

Where would RBC be post the close of the capital raise and the Star/Edison transaction? Where do you expect that...

Probably, you'll see it still going to be over $400 million.

Over $400 million? Okay. If you do a buyback when might you be positioned to start doing that would that have to be an '12 event at the earliest?

Well, Andrew the plans that we'll be making for the excess capital that we're going to generate that we already have and will subsequently generate, I think that we'll talk about it as we go forward.

And then just in terms of the acquisition, I noticed that Star/Edison saw, not Star/Edison -- Gibraltar saw a decline in advisors from 6,100 to 5,900 sequentially, maybe a little color around that. And then as you're integrating Star/Edison, is that going to put more pressure on your advisor count and your ability to grow Gibraltar just because there's so much going on with this new acquisition?

Andrew, this is Ed Baird. The numbers on the Gibraltar Life Advisor, as you've seen historically over the course of last few years, tend to bounce around for all kind of reasons. It has to do with the timing of recruiting cycles, those kinds of things. You'll also recall that, frankly, we focus less on the firm number than we do on the quality of the recruits themselves, which is one of the reasons you'll always see that kind of fluctuation. As far as the impact of the acquisitions of Star/Edison, I think longer term, it's more likely to have a positive than a negative impact. In the immediate short term, you're probably right in terms of discretion of management capacity. But longer term, what we're seeing already are early signs that these acquisitions, which are being highly publicized, are adding to the credibility. And are in effect almost a form of advertising for the organization. So while in the short term, yes, there could be some distracting factor. I think in the medium to long term, it's much more likely to be beneficial.

Our next question comes from the line of Nigel Dally from Morgan Stanley.

First question, let's get on Slide #11. You lay out the three different buckets kind of driving the ROE improvement. I think we've got the Star/Edison numbers, how much accretion that will provide? But is it possible to break apart sort of like how much is coming from organic business mix versus the capital generation and deployment? And second just to follow up on the previous question about the capital proper. You mentioned a potential for that to decline going forward. What would you need to see in order to be comfortable in reducing down the lever?

Well, let me address a second question first and then I'll hand it over to Rich. In terms of the $2 billion assumption, we characterized our thoughts on capital around three considerations. One is broadly mixing offense and defense and watching the environment making sure that we're careful and we're well-protected in the possibility of another round of stretch [ph] (1:14:46.7) with respect to the markets or the business. So the comfort level with respect to that dimension would matter. The second thing that we've focused on under the offense category is the growth potential in our businesses. And as we've commented on now for five or six earnings calls, we continue to experience very good sales results and very good flows. And so, the opportunities to deploy capital organically remain pretty attractive. And then, the third influence on that consideration is the external market environment as it relates to possible acquisition opportunities or other discrete applications or deployments of capital into the market beyond our normal organic capacity. And so, we'll consider or we'll continue to weigh all three of those factors: the offense-defense mix; the organic growth opportunities, which we think are considerable and attractive; and the possibility of an opportunity in the market to put more capital to work through some sort of a nonorganic transaction. You want to think about that $2 billion is representing upside. Just because in the sense that's the way you worded the question, as we go through time and things become clearer with respect to any of the three elements that I talked about, you ought to think about that $2 billion is representing upside.

And Nigel, this is Rich. I think I understood your question, and I'm looking now at Slide 11. Your question relates to that part of blue box on the left, Capital Generation & Deployment, okay? So our assumption in this ROE progression is that available capital in excess of the $2 billion, that Mark just talked about, is reinvested over this time horizon at a 12% after-tax return. And so, there's a 12% impact in the numerator, right? In earnings of that capital that's being generated over this three-year time horizon. So I think it's important to know that, that is pretty neutral assumption to buybacks and to an acquisition in eight P/E. So if we took that same capital, and I can't tell you what it is, in a buyback or an acquisition in eight P/E, or it was invested in the balance sheet in our businesses, that's just the capital above $2 billion, this is important, at 12%, you would see an ROE in 2013 of 13% to 14%.

This is John, Nigel. Just to add one other thought to that to, I think an aspect of your question. Most of this growth is attributable to the organic progress of the business, not to the excess capital. And within organic, most of that progress is not about the S&P, it's about strong fundamentals, sales, inflows and the like. That's what we think is a particularly strong underpinning to this outlook.

And maybe just one elaboration on the arithmetic that's in that. As you've heard in my comments, the incremental return opportunities in several of our businesses related to organic growth are higher than 12%. As Rich characterized that as a neutral assumption, it is. And in fact, with respect to the businesses that I highlighted in my comments on ROE emergence, we have opportunities better than 12%.

That's very clear. I guess the...

Well, just look at assumptions.

Yes, I was just trying to work out how much capital generation we would have over the next three years beyond what you see being absorbed by your strong organic growth, obviously?

Yes, and Nigel, that's not something I think we're prepared discuss. As Mark mentioned and as John mentioned, it's not the lion's share that's ROE progression.

And it's neutral to dilutive to get into the 13% to 14%.

Well, Andrew (sic) [Nigel], whatever capital generation is coming out of our multi-year plan is reflected in the numbers that Rich talked about.

Our next question will come from the line of Mark Finkelstein with Macquarie.

Historically, you've kind of suggested that a 60% ratio of kind of a free cash flow to operating. Is that a baseline number we should continue to use or what would that change by?

You're correct in your prior assumption. Right now, I think we're using that 50-50. 50% is going to be plowed back into the businesses and used for dividends, and the other 50% may arise as kept-available capital.

And then, I guess if you're going to be $1.8 billion to $2.3 billion of capital margin following the deal, and you're kind of targeting at, was it $2 billion to $2.5 billion level, I guess should we be assuming some capital management in 2011? Is that baked in the guidance?

Well, we're not targeting $2 billion to $2.5 billion. We will have $1.8 billion to $2.3 billion after the Star/Edison acquisition. And where that bounces around during year will depend upon sales, business growth and capital generation. So I wouldn't get too obsessed with the $2 billion to $2.5 billion. I think the best way to understand is, we think that, that's what sort of where we're going to be throughout the year.

I want to add again that there is probably upside in that as well.

Could we just talk about the VA [variable annuity] commentary around a change in the hedging strategy. And I guess just thinking about the sales that you generated in the quarter, where we are from interest rate standpoint, knowing that really the hedging cost in this product are largely interest rate related because a lot of the equity stuff gets adjusted for an auto-rebalancing. I guess how should we think about the margin on new sales in the context, I guess, of the adjusted hedging strategy and how do they compare them kind of targeted levels?

Mark, it's Bernard Winograd. I think I would return to the comment I made at the last quarter, which is the product cycles here are pretty short, but sometimes, they're a little too long, in the sense that you can have significant moves in the markets that put you above or below what your expected return is on the long term, which is how we think about and how we price. And we have to react to that, of course, and we will in the normal course of the product cycle of the business. But you can certainly have periods like this, where things like the current environment that are outside what you would have anticipated. The hedging strategy changed and is only indirectly associated with this, in the sense that we take a view of the degree of logic that is embedded in strict market neutral calculation of our approach to hedging. And when it's completely illogical as it can be when interest rates are either very high or very low, we're going to step away from that. Once you say that's what your -- you're thinking about it, then you also have the accounting consequences. But it's not a driver of the pricing decision.

I mean, my understanding is, you kind of hedged to a certain assumed yield and you locked the hedge in on day one, which can lock in various returns across vintages of business. So you kind of set that return early and you kind of go long on your interest rate hedges. So I guess wouldn't that suggest that -- I guess the question is, is that correct, yes or no? And then secondly, I guess just going back to my original question is, if I'm going to change my hedging strategy, even with lower hedging cost, if that's correct, are we or are we not kind of with our targeted margins?

It's Mark. Let me make a couple of comments on the way you're approaching this. In terms of the broad view of hedging and the change the we've made, what we've done is basically taken the same framework, the same fundamental approach, but applied to the metrics somewhat more realistic economic assumptions, and as that relates to the comments I made about the use of risk-free rates for asset accumulation results as well as discounting cash flows that are far in the future. So you should think about what we're working with is a reference point that we've defined that's more or less constructed the same way, but in fact in the current environment scaled down relative to the GAAP liability because of the use of somewhat more realistic but still what I think almost anyone would consider to be very conservative market-type assumptions that drive the conclusion about the value. At this level of rates, we believe that the calculation according to GAAP substantially overstates the liability. And at this level of rates, we also believe that movement in rates, changes in rates, generate larger changes in the value of the liability than are reflective of the actual underlying economics. So again, we've defined a reference point that in this current environment is basically a scaled-down version of the definition of the liability and the changes in the liability as rates change from this very low level. And as a result of that, in terms of the pure GAAP liability, for example, we will benefit as rates go up. And to think about your question of having locked-in returns, with respect to the GAAP liability and ultimate GAAP results, we haven't. We have some exposure there because there is now a difference between the economics of our hedging and the GAAP-reported liability, and in any particular period, changes in the liability that might go through the income statement. So we think, as a result of this, we can manage more effectively over time as rates change and also as we employ more realistic interest rate assumptions, to achieve our margin objectives. But having said that, they're part of what you're saying is right, which is that interest rates are locked in when we booked the product. And I think, Bernard has said in the past, that at this point in the cycle, we're not achieving necessarily upfront the return objectives that we expect to achieve over time.

Okay.

Is that helpful?

Yes, it is.

Our next question will come from the line of Thomas Gallagher with Credit Suisse First Boston. Thomas Gallagher - Crédit Suisse AG: I have a double question, so, I'll just ask them one at a time. First I want to follow-up on the one Mark was getting at. In the first part of it is on the variable annuity side, do you still have the macro hedge in place, which I guess you would consider a capital hedge? And if so, is that being attributed back to the ROE in the Variable Annuity business when you consider defining ROEs?

Just to refresh your memory, for a while we had on what we described as a plain vanilla short. That was carried, as in characterized as a macro hedge within the Annuity business. We don't have that hedge on anymore. We've replaced it with a scaled down, somewhat scaled-down version of a highly structured trade that will get very interesting if the S&P gets back down in the 600, 700 range. But it's not so interesting at this level of the S&P. And the amortization and the cost of that is not in the Annuity business anymore. It's in Corporate and Other -- it is a more general capital macro hedge. But at the current level of the market, you want to consider it to be irrelevant. Again, it'll get very interesting as a very low levels of the market, but around this level doesn't matter.

And the actual results of the hedge are also now in the ROE of the Annuities business.

Yes, both parts of that. The results of the hedge and the amortization of the cost are now outside the Annuity business. Thomas Gallagher - Crédit Suisse AG: Okay.

I think [indiscernible] (1:28:22.2) -- immaterial. Thomas Gallagher - Crédit Suisse AG: I guess if the amortization of the cost of that Mark is material, and I'm not sure what that number is...

It's a premium. Thomas Gallagher - Crédit Suisse AG: If the amortization of the premium of the option is a meaningful number, shouldn't that be directly tied back to the Annuity business and since that's the reason you have it in the first place?

It's Rich. It's not a meaningful number, Tom, number one, because it's so far out of the money, it's relatively cheap to put it on, because it doesn't really, as Mark puts it, become interesting until the S&P hits 800. That's number one. And two, it's more of a capital hedge across the company. And when we put this in place, it's not just for the S&P. There are other things that we think about where we're trying to protect the capital of the company but the bottom line is, it's really small. Thomas Gallagher - Crédit Suisse AG: Okay, so is it, Rich...

We're amortizing the premium here. And so, really the mark-to-market of this thing can only be on the upside because we're writing off the premium, because it's a purchase option. Thomas Gallagher - Crédit Suisse AG: Right. I guess my point, simply, I hear your point. And I suppose the answer is the ROE, within the Variable Annuity business, if you did ascribe the premium, would not meaningfully change, is that fair to say?

Tom, as your $4 million a quarter, come on, it's a very small number. Thomas Gallagher - Crédit Suisse AG: Okay. That's helpful.

Tom, the other thing is you'd have to reduce equity because you give yourself credit for having the hedge. The ROE might go up. Thomas Gallagher - Crédit Suisse AG: Okay. Now it's helpful to get the number to put it in context. The next question I had is, and I'm focusing on this, because this is your biggest ROE delta when I look at 2013, the Annuities, Retirement and Asset Management business. But it sort of strikes me that and tell me if you agree with this, but part of the reason you're holding on to a $2 billion capital cushion is largely driven by the capital volatility within the Variable Annuity business or the potential in case the market declines. So should we really be thinking about this as a business that really is more of a capital hog, and not maybe as you defined it explicitly, because you're probably defining ROE as a 400 RBC. But if in practice, the reason you're really holding on to, let's say an extra $1 billion of capital, is in case the market declines because there would be a hit to capital, specifically for this business, doesn't it stand the reason that the practical ROE is materially lower. It's more of a capital hog.

Well, why don't I take a crack at that, and then I think Mark has a couple of things he might want to add. That $2 billion is not cast in stone. It's going to ebb and flow, and I think it's going to more ebb than flow. I mean, it should decline over time, that's one. Two, we are holding that today. It's there today. We think about it for business growth. Annuities may go the other way. They may have excess sales and we'll need to use that to fund new DAC and support the capital in the business on the growth side, not on the downside. It's there for the credit cycles that we can't predict and when they come. It's therefore surplus or regulatory capital in the event we have got to put up some AATs [ph] (1:32:14.7) for the interest rate environment that we face. So I guess I could take the entire amount and whack it up against every segment and reduce their ROE. But I think it's also fair to say, now I'm really going to get over my skis [ph] (1:32:31.0). It's financed with debt, Tom. It's not technically financed with equity of the company. It's debt capital.

Yes. Let me extend Richard's comment on the sort of overall stress test aspect of having that the capital on the balance sheet as well as potential other applications. In the Annuity business, with the market where it is, you can't do a calculation that would tell you, you need that $2 billion to support the Annuity business. But that's not part of sort of any economic reality today. If you wanted to fine tune an assessment of a capital-protection strategy, given the exposure that's in our -- and now let's talk about statutory capital, because that's really what we worry about, if we're in a stressed environment. If you wanted to look at how you would protect statutory capital against the real stressed environment and the ultimate sort of downside tail, you would come up with a cost that's much, much, much less than the $2 billion aggregate capital cushion on the balance sheet. So we can talk about this may be offline, but if you crunch through this and look at tail protection strategies and what it would mean for the Annuity business, you wouldn't have the conclusion of capital hog, particularly, given the downside protection we get from our auto-rebalancing products features. You wouldn't have the portrayal of this as a capital hog, and you wouldn't have anything like $2 billion of raw capital on the balance sheet. You might have a structured protection strategy that would be much less expensive and effective than the range over which you need it. Thomas Gallagher - Crédit Suisse AG: And if I could just squeeze in one last one on Star/Edison. Rich, I guess this is directed for you, because when you gave out the original way of looking at the deal, and we had that $500 million purchase GAAP accounting adjustment, even if I over weigh the expected cost synergies, what you're paying is something like a 10.5 P/E, and that's using the purchase GAAP accounting adjustments. How do you guys think about that economically? I assume and I know you talked about the $300 million adjustment that you're actually going to get back in cash over time. Do you view it as, economically, you paid actually a much lower P/E than 10.5x when you talk think about it on a cash flow basis?

We've got the CFO of the International businesses here, Ken Tanji and he worked on the deal. So let me have him you to take a crack at that since I didn't do such a good job the last time.

Just to go over the reduction in earnings real briefly. There are three primary components of why our reported earnings on an accounting basis will be less than as you reported historically, and it has to -- how to do with purely accounting. Purchase accounting requires that we value the business both the assets and liabilities at current rates. On the Investment portfolio, it'll have a mark-to-market premium because the coupons of that portfolio are above today's level of rates. That higher strive value will lower our reported investment income, lower than reported by AIG. But again, the cash flow remains unchanged. And that's above $300 million of the reduction. The other accounting difference is really about expense-recognition timing. We will record certain acquisition cost earlier than they did historically, again noncash, having to do with accounting timing, and that's about another $100 million. And then the last of the three components is our plans to de-risk the portfolio. We plan to lower their risk assets primarily in corporate credit, real estate and foreign exchange risks, and that's about another $100 million reduction. But most importantly, that will reduce our risk in our capital volatility. When looking at this deal, we were really focused on the cash flows. And again, the cash flows of this business remained very strong and will be strengthened by our synergy opportunity. We expect distributable cash flows to run about $400 million. And you can think of that as about 100% of our expected after-tax GAAP earnings. And we think that's a strong cash flow picture and a strong payout ratio. So that's what we are thinking about in terms of the accounting and the cash flows.

And Tom, let me just add one thing to that and maybe barely address your question. And we could agree to disagree on this because the timing, but those cash flows that Ken is talking about are constantly reducing the investment in that company. And so, when we look at the five-year time horizon and reduced that investment by those healthy cash flows, because we're not needing to fund new business, they will be writing some business. As Ken mentioned, the 100% of earnings is coming back to us, new businesses must be funded internally with capital generation. So we're taking down that purchase price. And as we take down that purchase price, by the time we're all the dealing's done and the synergies are out, we are looking at it in the range of an eight multiple. Because we're looking at it as an unlevered 12% ROE. And that's, I think, the disconnect between you and I on this. It's a timing thing. We're not going to see it until all, as they say, the dealing is done. But that cash flow is the critical point here. It's constantly paying down the investment. Thomas Gallagher - Crédit Suisse AG: Got it. Okay, that was helpful.

Tom maybe, one more comment on something that you'll identify with, which is, we paid about 80% of the appraisal value at a 12% discount rate for this. Now bridging that to the ROE outcome that we think is very attractive even with purchase accounting and everything else in it, a few years down the road, it is kind of the connection between the upfront economics. And again, at a 12% discount rate, that's probably a pretty healthy discount rate to apply to these cash flows. And paying 80% of that appraisal value is real value. And then, as you see it play out in our ROE discussion, is this will make a meaningful and attractive contribution. I've seen too many numbers to comment on your P/E arithmetic, but we like where this goes on a GAAP basis, all-in, and we also like the upfront economics as reflected in the ability to generate cash but also maybe more concisely as reflected in what we paid versus a 12% appraisal.

Our next question comes from the line of Steve de Haas [ph] (1:39:39.4) with Neville Global Investor [ph] (1:39:39.4).

Just a real simple question. Just thinking about the target ROE and where book is today. And then, sort of flowing numbers forward. If I just take consensus earnings numbers back of the dividend, assume no major losses in your business, your book goes from around 58, 59 x FAS. This quarter to something around a mid-70s at the end of '13. If I just simply apply a 13% ROE off of the average book values over the next few years, recognize that the world changes, but if I just do that, you're looking at an EPS number somewhere in the mid-nines for 2013, which is about a 22%, 24% CAGR EPS from the midpoint of your actual guidance for 2011, including eight months of Star/Edison. So I guess the real question gets back to either capital usage or where the juice is coming from in terms of growth. It seems like there would be significant EPS growth from end of '11 to end of '13. And I was just wondering if you could break that up where you thought that came organically or versus capital usage?

Steve, and I'm afraid you're on your own with that calculation. Do you want to ask another question?

Our next question will come from the line of Eric Berg with Barclays Capital.

Two questions. First, getting back to the whole decision to sort of change the definition of operating earnings and to, importantly, change your hedge. By in effect, driving a wedge between the accounting and the economics, so as to create better alignment now than would otherwise have been the case between your hedge and the economics, are you also creating a situation in which your book value will become more volatile than would otherwise -- it's going to be moving around a lot more because you're going to be getting an accounting result that will not be offset by the hedge to the same degree that would've been the case if you had stuck with your old approach. I know there was a lot, but I'm hoping you were able to follow what I'm saying. And I'd pleased to say it again.

Well, this is Mark. The short answer to a lot is yes. However, let me just qualify it. The volatility piece that you're talking about will be scaled down considerably in what you might think of as a more normal rate environment. The things that drive the difference between the economics and the accounting right now, I don't want get too elaborate. But the thing that drive that difference have a lot of convexity. And if you think about interest rates, for example, returning to even somewhat more normal levels from what looked to be extraordinarily low levels, those differences will get smaller and smaller. So the answer is yes, but to some extent, driven by the environment that we're in, they are more volatile in this neighborhood than they will be in an environment that you might think of as more normal.

My second question, I mean, I certainly relates to the future of profitability in the Annuity business. I certainly heard Eric's answer to the question from David that you're not going to get into sort of where the organic growth comes from. However, with respect to the Annuity business, I still want to ask this question, if whether you can say something. You're a huge annuity company already. I don't recall the exact number of the AUM, but you already have a huge business. Why does the Annuity business not only generate more profits? I don't doubt for a minute that you can become bigger annuity company. But why does profitability in the Annuity business -- and by profitability, I don't mean dollar profits, I mean ROE. Why does an already highly profitable annuity company or a very large one, why does it get even more profitable if you already have scale in the business?

Eric, it's Bernard Winograd. I think the answer to that is that it's like we do feel that we have -- through our product design a competitive, sustainable advantage here. And that scale is modestly helpful, but it's really driven by the product design and the auto-rebalancing feature, which show so much of the cost, and therefore, the risk out of our economics compared to what we see in the competitive universe, means that we feel like we can either take -- as Mark said, either take market share or margin sort of at will in the business. So we can't predict the exact shape of the competitive responses. We'll ultimately call out, although it hasn't created an on-point competitive response yet. But as long as we're the only people out there selling something that works for both the customer and the manufacturer and the distributor, it's going to continue to grow. One more thing. I do think that it's -- we will reach a practical limit as to our penetration of distribution channels that we haven't reached in the past couple of years. That is, when we started this, so to speak, we had a fairly dominant position in the independent broker-dealer channel but we weren't that -- didn't have that significant penetration near the bank or the wire house world. And that ramp-up will, at some point, have to flat out, and we're just not there yet.

And is the point here, too, that if we think of it, you're having sort of variable annuity factory, variable annuity back-office, that you can add -- I'm surmising that you can add substantial assets, business without increasing commensurately your investment in the infrastructure of this business?

That's correct. We have actually significantly increased our investment in infrastructure. We've gone from 12 servers to 24 to 36 in order to be able to process the business every night and do all the calculations that are involved in this product. But the incremental operating cost is not in anyway proportionate to the incremental profit opportunity.

And Eric also as also reminder, from Mark. Prudential, along with just about everybody who is in this business, wrote a lot of business at higher levels of the market. Remember how this was booming in '05, '06 and '07. And the accounting economics of that of the older pieces of business have quite a lot of leverage as the market goes up from this level. So we will be, based on the just the planning assumptions and I guess what seems to be coming true in the policy environment, moving through layers of business that had been booked to higher levels of the market that will kick in with respect to earnings in ways that are also going to drive those numbers to improve. And that's complemented by the fact that we have been growing a lot at lower levels of the market when others weren't necessarily as active in the market. And Bernard's made the point that we attach a lot of value to being in there day in and day out and having sort of the qualitative comparison to dollar cost averaging with respect to the booking of the business. And the fact that we have business that were not at much lower levels, and that as the market goes up, we'll be moving through business that weren't on at much higher levels, will also both contribute to the financial outcome.

And are you referring to, specifically Mark, to among other things, the release of GMDB and IB reserves?

Well, we've got all those -- yes, those aspects as well as the historical old Lifetime Five embedded derivative book.

Our next question comes from the line of Randy Binner with Friedman Billings Ramsey Capital Markets. Randy Binner - FBR Capital Markets & Co.: A follow up for Rich. I just want to clarify what the $2 billion of on-balance sheet capacity. Is that comparable to the old $2 billion to $3 billion range that you were comfortable keeping in place?

Yes, it is. Randy Binner - FBR Capital Markets & Co.: So factoring what you're saying is you're willing to let more the excess capital generation go to better purposes?

Yes. Randy Binner - FBR Capital Markets & Co.: And then on interest rate, since you commented on this a little bit with the guidance. For the business, that is, in the U.S. general accounting is subject to lower reinvestment rates, you said that was -- the guidance was adjusted to a lower rate environment. Is there a targeted year-end 10-year treasury yield we could think of when we think of kind of what you're budgeted to relative to the guidance?

Yes, we use the forward curve. We simply use the forward curve, the forward treasury curve. Randy Binner - FBR Capital Markets & Co.: So just follow the curve out. And then I was wondering if you could just expand on the Asset Management segment. I mean are you expecting a continuation of the kind of current pickup you've had with lower rates to continue there? Is that in the guidance or is that more of kind of a stable assumption going forward in '11?

Well, that the assumption -- it's Bernard again. The assumption underlying a plan is consistent, which is, we've used the forward curve. And that has some marginal impact on values in the accounts under management. But the driver, the primary driver of growth there has much more to do with the flows and the expected flows because the world is looking for fixed income investing. And we have good track records that are winning business in that contest. Randy Binner - FBR Capital Markets & Co.: I guess, put in another way, I mean, I should have been more specific. I was really thinking more about a VACARVM. I mean, is there any -- I guess, what would be the VACARVM assumptions be in '11?

We're not prepared to give you an assumption for -- we give VACARVM contribution in the '11 guidance, Randy, sorry. Randy Binner - FBR Capital Markets & Co.: The tax rate on the guidance a little higher than we had previously modeled. Is there anything changed there that's noteworthy?

It's just the proportion of permanent items to taxable income. So as your permanent items become less proportional to your higher taxable income, your effective tax rate naturally rises. Randy Binner - FBR Capital Markets & Co.: It's not the RG, slippage or anything like that?

No. It's just more income at the, basically, statutory marginal rates.

Mark's right, of course. Randy Binner - FBR Capital Markets & Co.: And one last one, but it is sure to help with everyone's modeling. But can you disclosed, and you may not, given the kind of bar chart format in the presentation here, but just the timing of how we could think about the Star/Edison earnings come in once the acquisition is closed in 2011 on quarterly basis?

That's difficult given the integration plans that we have and the onetime costs. The pattern will be lumpy as we incur those costs. So we don't need -- we can't break that down to a specific period.

We cannot break it down by quarter, but keep in mind, by earlier comments, right? That the eight months worth of earnings of Star/Edison in 2011 are completely offset by the financing costs and the integration cost. So net-net at the end of the year, there'll be CRO, and that's in the guidance. And the only thing we'll be the left would be additional shares outstanding.

Our next question will come from the line of Chris Giovanni from Goldman Sachs.

Two questions, one on the ROE. So if we look at the baseline assumption for 2010, the ROE target for 2013, coupled with what you provided at last year's Investor Day for the 2012 target. It basically implies a 100-basis point increase in the ROE per year. So I guess the first question is, is that the way we should be looking at the ROE progression? And at what point did that 100-basis-point progression dwindle? And then when we think about the drivers for the ROE, what's the biggest lever in terms of the ROE expansion? Is it business growth, equity markets or capital deployment?

On the first one, we've got to wait until 2011 is gone and all what we've talked about on Star/Edison is behind us, right? So the ROE pickup from Star/Edison is not going to begin until '12. Because we've got the drag of what I've, I think, repeated now twice in 2011 from the Star/Edison economics, okay? The biggest drivers in the ROEs is actually flows...

Business growth.

It's really business growth.

And then just one on the variable annuity product. If we think about the HD 6, is there any talk about taking the guarantees down? I mean, the reason I ask is, if we look at the market share gains you guys have had, they've been pretty significant as we've talked about. And it's really just you and one or two others that have seen this mix. So most companies have basically said, "You know, we're comfortable with the mix that we have. We don't want to get bigger." And you've seen a number of companies get out of it entirely. So to me, it seems like you could reduce the benefits offered, improve your return outlook even further and still be able to keep a pretty significant and healthy market share. So any comments around that would be helpful.

Well, I think first of all, we appreciate the advice. And secondly, we do feel, as we've said, that we have a lot of flexibility to adjust the market and that the product cycle here gives us the opportunity to do that. We're not, with regard to whether the 6 will come down or not, I think the only thing I will say about that is that our 6 is not the same as everybody else's 6. And it does not, because of the auto-rebalancing feature, the consequences to us of maintaining 6 are not the same as would be to others.

Our next question comes from the line of John Nadel with Sterne Agee. John Nadel - Sterne Agee & Leach Inc.: I'm going to press us this one by saying this might get a little circular, okay. But if I take your assumption of the midpoint of your $5.60 to $6 for next year. So take the midpoint of $5.80, which is obviously inclusive of your onetime charges for Edison and Star. And then, if I assume, based on Rich -- your comments of 50% free cash flow. If I assume 50% of that is free, and because you're already essentially at your $2 billion capital cushion, it means, I think, that you have to invest about $1.4 billion to $1.5 billion of cash during 2011 at a 12% after-tax return, just to get to your $5.80, the midpoint of that guidance. Because you're telling us you're assuming you're investing above $2 billion cushion at 12% after tax. So I think it actually does, I mean it respectfully, it does require you to actually tell us whether you can be buyers of your stock during 2011, because without a buyback or an acquisition, it appears you can't make that guidance because it's already baking in a 12% after-tax return assumption.

It's not linear. The emergence of capital is not linear. In 2011, and it's not 50-50 in 2011, including the part that's coming back from Star/Edison. The Star/Edison is going to use a pile of its money to do for the onetime costs. But you make a fair point. Most of the 2011 capital emergence is going to be plowed back in the businesses, but there is some that will emerge and by the end of the year, we'll still have some excess capital.

I think John, it's also fair to say, this is John, that we haven't lost sight of the fact that if we don't think we can put it to work, we got to give it back, from a standpoint of achieving our own expectations of ourselves. And we still think, this remains an attractive environment, prospectively, in terms of potential opportunities to invest in our business beyond the outsized growth that we've achieved in some of these areas. Obviously, AIG concluded we're a very attractive counterparty that fulfill their objectives. It's possible, other circumstances may arise. It's hard to predict. So that is investing in our business and outsized growth, whether it's M&A or whether it stock buyback, it's the function -- the concept of active capital management is not lost upon us. John Nadel - Sterne Agee & Leach Inc.: I understand that. So for sort of order of magnitude, I guess my math is probably off. But it is fair to say that some portion of your 2011 guidance for us does assume that you're deploying some excess capital, right?

Yes. But it's the magnitude that I don't think we can talk about right now.

John, directionally in terms of how you're asking the question, I go back to what John said. We face the rich man's problem of generating and having capital to deploy. And we have an approach to managing capital that we believe has historically been very shareholder-friendly but also directly supportive of high quality and attractive business initiatives, and that won't change. John Nadel - Sterne Agee & Leach Inc.: Mark, you're preaching to the choir. I do fully appreciate that about Pru. I just getting really concerned that there's belt suspenders and everything else going on with capital cushion 400% plus, I mean I don't know if that means 500%. RBC capital creation, I mean, seems to me Edison, Star should be dividending way more than $400 million annually up to the holding company. I mean, it seems to me that rating agencies are something else, whether it's interest rates or some other macro factor has got everybody, even companies like yours who are well positioned from a capital perspective scared to death to start deploying it. I don't understand how long we have to wait. The S&P's at 1200 and how much longer does that have to be unused?

Well, I will tell you that, first of all, we're in very good terms with the rating agencies. And second of all, we've scrubbed the place pretty clearly with respect to our exposures around rates and markets and credit and anything else that can happen. And the positioning with respect to thinking about capital is exactly as we portrayed it, and as I discussed earlier, and as John, I think, reiterated. We have a healthy attitude about it, and we will do things to enhance the value of the company and provide an attractive investment for our shareholders. John Nadel - Sterne Agee & Leach Inc.: I'll get off my soapbox.

Since last quarter, I've had earnings call where we talked about excess capital. We've obviously taken very meaningful steps in this piece of this Star/Edison. Now granted not dollar per dollar, by virtue of the way we've approached this, but we're at it. John Nadel - Sterne Agee & Leach Inc.: Obviously, the S&P can do anything between now and year-end, but as of right now it's well above where you guys are starting your baseline off of. it's sort of begs the question, if we can think about what's the sensitivity of a 1% change or some way of thinking about the sensitivity to a move in the S&P above or below your assumed rate?

I think it's been our practice, John, not to give sensitivities. They're not linear. There's so many knock on effects and other things that could happen. If the S&P ends the year higher than we thought, and everything keeps going on after that, under our assumptions, you know the 8% will do a little better.

Our next question will come from the line of Colin Devine with Citi.

I was wondering if we could focus on a couple of things. First, actually, if we could talk a little about the quarter's earnings. Rich, you highlighted a bunch of onetime items and I'm just trying to reconcile a couple of these to get to a base earnings run rate for the quarter. If I think about what happened, for example, on Individual Life and the DAC adjustment, you referred to as $52 million as the benefit, and yet, there's a credit showing there in the expense line for $67 million, which suggests to me that you're looking at your pass-on rate is probably double that.

Are you netting the change in URR against the DAC?

I'm just going by what you've provided. And you provided $52 million.

Maybe we net the offset in URR against the DAC.

It seems to me there's probably about $150 million swing.

No. The swing is the one that Rich, shared with you. I'll be happy to get into all the detail with you offline.

Okay, I'll enjoy that. And secondly, in terms of -- I'm happy to see it will raise a little less capital to fund Star and Edison. I was wondering, Rich, if you could just walk us through -- you've brought in $5 billion of proceeds from the sale of the JV, where did all of that go that, in effect, there's only $2.2 billion of it left that you can redeploy in the Star and Edison, if you can help us with that. And then for Mark, you made a comment on the call here about what happens to your Variable Annuity business and its ability, I guess, to generate a lot of earnings, if markets rise. And that seems to me that you're overlooking what if interest rates don't. And you see an uptick in utilization of the lifetime benefits on the product from clients who like to use them for their income feature. Perhaps you could comment on that.

Let me start Colin. The Wachovia JV proceeds. A long time ago in a very different time, but we contributed that JV to PICA. And that bolstered the RBC of PICA, and I don't remember by over 100 basis points. And the surplus benefit that PICA got was $2 billion. When we monetized the output, we got gross proceeds of $4.5 billion. We paid a bunch of taxes. I think we paid, Peter is here, we paid $700 million, $800 million in taxes. We left $2 billion in PICA, because maybe that that's in their RBC. That sitting in their RBC in excess of $400 million today. And then they dividend it up about $2 billion in the first quarter of this year up to the holding company. Some of that was used to fund some other activities. And that's where the money is coming from. Part of the money, of course, is coming from off the balance sheet to fund Star/Edison. That's where it's all the news.

Of course, PICA also raised the $500 million surplus notes, is that correct?

The Nippon transaction, yes.

Colin, it's Mark. Reflecting consideration of the current low-rate environment, we did make changes to our Annuity lapse assumptions in the quarter. And particularly reducing the assumed lapses, and that's all reflected in the numbers that I went through. Your point's well taken. This is something to which we're sensitive and we're paying attention to the behavioral implications of where rates are and then how we should be translating that into what we're recognizing. And I believe, based on what I've sort of generally been paying attention to in the market, we may be towards the leading edge of addressing the persistency issues. The fact is that a higher persistency net is positive for us. But if that has been considered as reflected in adjustments that were made this quarter.

And then, just to clarify have you changed your utilization assumption, point one. And point two, was there any change to your DAC amortization period such as Ameriprise did?

On the utilization, I guess, I'm using the word lapse to reflect the business staying on the books longer. I'll let Peter talk about the more technical-packed issues.

Mark utilization is not lapse to be fair utilization is starting the lifetime withdrawal. That's not a lapse.

Colin, we do look at the utilization and we did a change. I'll say, very conservative in utilization assumptions. And we have taken a look at that and so, there has been adjustment to utilization or pattern or rate, if you will.

And Colin, on the DAC, I was a bit puzzled by some of those remarks because when you have a change in lapse, and we now think that more of our customers will remain with us over time rather than less, but that shouldn't necessarily change the amortization period. In other words, we have a 25-year amortization period to DAC. And yes, there'll be more customers around for that 25 years. But we're not expecting mortality tables to change. You got a 25-year amortization period because we think they're not going to be with us after 25 years for other reasons and not surrender. And so, what we do is, we may move, we have moved, some of that DAC amortization towards the back-end of that 25-year period. But we're not going to extend the 25-year period without mortality change, and we did not do that. The other thing I think is important is to talk practice. To have amortized at least 50% of the DAC and Ken used to be the CFO of the Annuity business, if I'm miss-scoring stuff in here. It's our practice to have expend or written-off at least 50% of the DAC before the surrender period expires.

Our final question will come from the line of Darin Arita with Deutsche Bank.

I'm hoping to go back to Slide 8 in the presentation. And looking at the line on required capital, going from 2009 to 2010, pre-Star/Edison, it's going up by about $3 billion to 10% increase. I was wondering if you could comment on what was the drivers of growth in the required capital?

It's going to be the Annuities business and International.

And as you talked about that 2013 ROE target, what was the assumed rate of growth at the required capital there?

There is no assumed growth rate. We build it up by the earnings growth rate. So each individual business has an earnings growth rate. We figure out what the regulatory capital needs are based on those growth rates, and it's not an assumption. It's actually a calculation driven from their growth rates.

I guess I was just trying to reconcile the comments that the line on the net on-balance sheet capital capacity would be growing. And so, based on that, there would be an assumption in the growth rate at that required capital?

And once again, no. There's not an assumption in the growth rate of required capital. There's an assumption or there's all a build up of all of the multi-year plans. There's a calculation of the capital needs that those plans require. And any excess is what I was assuming would be the substantial excess of available capital over the multi-year period above the $2 billion place key per cushion, which is once again, it's just an assumption at this point in time and it's going to be re-evaluated every quarter.

And then just looking at the bottom line there, the net cash. We're ending 2010 at $4 billion to $4.5 billion. But also you've adjusted for Star and Edison. It's down by $1.5 billion. How does that reconcile with the $2.2 billion capital usage to finance this?

Great question. Some of that capital is coming from our International Insurance businesses in Japan with the remainder coming from PFI, which is where you see that cash is all at PFI of course.

So are we assuming that by including this, it frees up capital overall in Japan. Is that it?

It doesn't free it up. It uses it.

It uses it. It uses about $700 million, it's already in the books in Japan.

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