SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 6-K

                        REPORT OF FOREIGN PRIVATE ISSUER

                      Pursuant to Rule 13a-16 or 15d-16 of
                      the Securities Exchange Act of 1934

                          For the month of March, 2007

                       PRUDENTIAL PUBLIC LIMITED COMPANY

                (Translation of registrant's name into English)

                            LAURENCE POUNTNEY HILL,
                           LONDON, EC4R 0HH, ENGLAND
                    (Address of principal executive offices)


Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F.

                          Form 20-F X     Form 40-F


Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

                                 Yes      No X

If "Yes" is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b): 82-



Enclosures: 2006 Full Year Results






Embargo: 7.00am Thursday 15 March 2007


PRUDENTIAL PLC 2006 FULL YEAR RESULTS


New business profit up 20%, exceeding GBP1 billion for the first time; margin
increased

-  New business APE of GBP2,470 million, up 16%; PVNBP of GBP18.9 billion, up
   12%

-  Total EEV operating profit of GBP1,976 million, up 15%

-  New business profit of GBP1,039 million, up 20%, with Group margin of 42%
   (2005: 41%)

-  Total IFRS statutory operating profit of GBP893 million, down 7%, includes
   GBP145m non-continuing Egg losses

-  EEV shareholders' funds up 15% to GBP11.9 billion*


UK business focused on growing highly profitable core and enhancing future value

-  Strong UK new business performance: margin 30%, IRR 15% and strong growth
   in IFRS and EEV profit

-  Creation of focused Retail Retirement business comprising Individual
   Annuities, Equity Release and a new approach to Retirement Savings

-  Cost reduction target increased from GBP115 million** to GBP195 million

-  Nomination of Policyholder Advocate for potential reattribution of
   inherited estate


Cash and dividend

-  Overall Group operating cash flow to be positive in 2008

-  New dividend policy reflects the commitment to deliver a growing
   dividend

-  2006 dividend increased by 5% to 17.14 pence per share


All figures compared to 2005 at constant exchange rates unless stated; *at
reported exchange rates

**  Previously  announced  UK cost  savings  target  of GBP150  million  by 2009
included GBP35 million in relation to Egg, which was acquired by Citi in January
2007.


Commenting, Mark Tucker, Group Chief Executive said:

"These results  demonstrate  excellent continued progress in the delivery of the
Group's growth and value agenda.

"Our  new  dividend  policy  reflects  our  confidence  in the  future  and  our
commitment to providing  shareholders  with a cash return on the  investments we
make on their behalf.

"In Asia,  the US and UK we have an enviable  portfolio of businesses  that will
continue to deliver growth in profits and create value for our  shareholders  in
the coming years.

"Our UK strategy,  following the sale of Egg, builds on a strong  performance in
2006 and our industry-leading  position in the retail retirement annuity sector,
eliminates  uneconomic products and sets the scene for an enhanced  contribution
to future earnings."


Group Chief Executive's review

The Group's strategy is centred on optimising our competitive advantages in life
assurance,  becoming a leading provider of financial services for the retirement
market, and on the further  development of our asset management  businesses.  In
implementing  this strategy our clear aim is to secure  superior growth in value
for our shareholders.

In 2006 we continued to focus on developing  our position in our chosen  markets
of  Asia,  the US and the  UK;  markets  that  we  believe  offer  the  greatest
opportunity for sustained profitable growth.

Total  Group  operating  profit  before tax was  GBP1,976  million on a European
Embedded  Value (EEV) basis,  an increase of 15 per cent, and the Group's return
on  embedded  value was 13.5 per cent  (2005:  15.5 per  cent).  Statutory  IFRS
operating profit before tax was GBP893 million (2005: GBP957 million).

Across the Group's insurance operations new business increased by 16 per cent to
GBP2,470 million, on an APE basis. Profits on new business exceeded GBP1 billion
for the first time,  20 per cent up on 2005.  Average  margins  across the Group
remained  strong  and were 42 per cent (41 per cent in 2005) and  returns on new
business have also improved.  Operating profit from the insurance businesses was
GBP2,209 million,  on an EEV basis,  increasing by 28 per cent on 2005, and IFRS
operating profit increased by 15% to GBP1,087 million.

In asset  management  we  delivered  record net flows at M&G and in our  rapidly
growing retail  businesses in Asia. Net inflows of GBP8.6 billion were 66% ahead
of 2005 and external  funds under  management  increased to GBP57 billion (2005:
GBP46 billion). Operating profit from these businesses was GBP254 million, up 46
per cent on 2005.

Difficult  trading  conditions in the UK personal  loans market led to losses at
Egg, the Group's UK banking  business,  of GBP145  million  (2005:  profit GBP44
million).  In  January  2007 we  received  an offer  for Egg  from  Citi and the
business was sold for GBP575 million in cash, subject to completion adjustments.
We expect this transaction to complete by the end of April 2007.

The  Group's  cash flow  developed  strongly  in 2006 and its  capital  position
remains  robust.  Taking  into  account our plans for  sustained  high levels of
growth and a normalised  level of scrip dividend  uptake we expect our operating
cash flow to be positive in 2008.  In light of this the Board has  reviewed  its
longer term dividend policy.

The Board  recommends  a final  dividend of 11.72 pence per share,  bringing the
full-year  dividend to 17.14 pence per share, an increase of 5 per cent over the
full year 2005 dividend of 16.32 pence.

The full year dividend is covered 1.52 times by post-tax IFRS  operating  profit
from continuing operations.

The Board will focus on delivering a growing dividend, which will continue to be
determined  after  taking into  account the Group's  financial  flexibility  and
opportunities to invest in areas of the business  offering  attractive  returns.
The Board believes that in the medium-term a dividend cover of around  two-times
is appropriate.


Insurance operations

The  Group's  position  in Asia  continues  to develop  rapidly  with the region
accounting for almost 50 per cent of the Group's 2006 new business profits.  One
of the key  priorities  in the  region  in 2006 was to  continue  to  build  our
distribution  capability.  Agency  remains  the major  channel in the region and
during the year we added 115,000  agents,  to total 285,000 agents by the end of
the year.  Building the agency force in a disciplined way in developing  markets
such as India,  China and  Indonesia is critical to success,  whereas in some of
the more developed  markets in the region such as Hong Kong and Singapore  where
agency  numbers are more stable,  the main focus is on increasing  productivity.
Non-agency  distribution  is also  developing  strongly and accounted for 30 per
cent of new business in 2006 (26 per cent in 2005) as we established a number of
new and important  relationships  during the year. As well as experiencing rapid
growth Asia became cash  positive in 2006,  in line with our previous  forecast,
with a net remittance of GBP28 million to the Group.

In 2007 and beyond, Asia offers significant  potential for profitable growth and
we are on track to deliver on our target to at least  double  2005 new  business
profits  by 2009.  We are in all the  region's  major  markets  and see  further
opportunity  to build  distribution,  improve  productivity  and  efficiency and
increase sales of our market leading unit-linked  products. We also see scope to
increase  sales to our 7 million  existing  customers;  to use our  regional and
Group expertise to play a key role as the retirement market develops in a number
of Asian  countries;  to extend  our  direct  distribution  capabilities  and to
increase  selectively  our presence in the Accident  and Health  product  sector
across a number of markets in the region.

Our  strategy  in the US is to  focus  on the  opportunities  that  exist in the
growing  retirement  market as the US baby  boomers  retire,  with a  particular
emphasis on variable  annuities.  We have market leading product flexibility and
high levels of product innovation,  a focus on advice-based  distribution and on
maintaining  high  service  levels at low cost.  As a result our retail sales in
2006 grew at more than double the rate of the market overall.  Variable  annuity
sales  increased by 48 per cent over 2005, and we have achieved  compound growth
of 45 per cent over a five year period.

In 2007 our aim is to  capitalise  on the market  position that the Jackson team
have built,  growing  distribution  and further  developing the product range to
address both  existing  and new market  areas.  For example,  in January 2007 we
launched   a  new   simplified   retirement   annuity   aimed  at  mutual   fund
representatives  extending our  distribution  reach. We remain confident that we
can continue to outperform the market and gain profitable market share.

In the UK, retail  insurance  new business  increased by 14 per cent in 2006 and
overall new business  sales were up 1 per cent. We continued to focus on writing
for value across the UK business with average margins  increasing to 30 per cent
(27 per cent in  2005).  Returns  on new  business  improved  to 15 per cent and
remain high compared with the rest of the UK market.

Notwithstanding  this  strong  performance,  we have  continued  to  assess  the
positioning of our UK insurance operations, examining a broad range of potential
options  with a clear  goal of  maximising  value for our  shareholders.  We are
confident  that  there  are  profitable  opportunities  for  the  Group  in  the
retirement income and savings market.

We have significant  competitive  advantages in the retirement income market, in
particular  our  flow of  internal  vestings  from  our  back  book of  personal
pensions,  and this market  remains very  attractive.  We  therefore  see retail
annuities and equity release and the nurturing of our existing  policyholders as
key parts of our strategy. In the wholesale annuity market we also have distinct
competitive  advantages  but we will only write business that meets our required
returns.

Much of our Wealth and Health business is low margin and our strategy will be to
improve  returns  through a much narrower  business,  exiting  segments that are
unprofitable  and  concentrating  our effort  only where we have a material  and
sustainable competitive advantage and where we can achieve returns significantly
in excess of the cost of capital.  We have withdrawn from provision of front-end
commission   individual  pensions  and  will  also  exit  front-end   commission
unit-linked  bonds,  segments  of the market  where we do not see that  adequate
returns can be made.

We believe there is an opportunity  in the  retirement  savings market for us to
capitalise on our proven low risk multi-asset investment  capabilities.  We will
bring a new range of products to the market based on these capabilities and with
improved returns through a focus on trail, rather than front-end commission.  We
will  concentrate  our  advice-based  distribution  activity on the  significant
number of investors  approaching  retirement who have substantial assets outside
personal or corporate  pension plans, or have  investments in poorly  performing
funds, and require inflation protection.

We also see  opportunity to develop  further our already strong  position in the
corporate  pensions  market and we will  improve  returns by focusing on schemes
with higher case sizes and holding costs as volumes grow.

We will participate in the health market through our existing joint venture with
Discovery,  which  will be  expanded  to  include  our new  Flexible  Protection
product.  A  combination  of the  strength  of the  Prudential  brand in the UK,
clearly  differentiated  products and the operational  capabilities of Discovery
provide an excellent base to deliver  profitable  growth in these  markets.  The
joint venture will be led by Discovery.

Actions are in place to realise 65% of the  previously  announced  cost  savings
target of GBP115 million* for the UK insurance  business.  We have increased our
annualised  target  cost  savings  to  GBP195  million  by 2010 and our  current
estimate is that these savings will lead to a GBP60 million  positive  impact on
embedded  value.  Total  restructuring  costs are  estimated  to be up to GBP165
million*.

We have initiated  discussions with the regulator on the possible  reattribution
of the  inherited  estate  of the  Group's  main  with-profits  fund  in the UK,
Prudential  Assurance  Company.  An Independent  Policyholder  Advocate has been
nominated to represent  policyholders  should a decision be taken to proceed. We
will  only  proceed  if there  are  clear  benefits  to both  policyholders  and
shareholders.  If a  decision  is taken to proceed a formal  appointment  of the
Policyholder Advocate could be expected to take place later this year.

With a focused  strategy in the UK based on our  competitive  advantages  we see
opportunities  for  growth in the  retail  market at high  margins  and  returns
relative to the overall  market.  In the wholesale  annuity market we will write
business  that meets our required  returns and by  definition  the flows will be
lumpy year on year. We are  maintaining  our 14% IRR target for new business and
we expect the UK's shareholder-backed business to become a net capital generator
for the Group by 2010.


Asset Management

Maintaining superior investment  performance is the key factor in the continuing
growth and success of the Group's  asset  management  businesses.  In 2006,  the
performance of M&G in the UK and Europe and our asset  management  businesses in
Asia has  again  been  very  strong  adding  value to our  insurance  businesses
worldwide,  supporting  record  net  inflows  and  continuing  the growth of the
Group's external funds under management.

In 2007,  we will  continue to build on the strong  growth over recent  years in
both M&G and in Asia. In addition,  Jackson will enter the US retail mutual fund
market for the first time, a significant market that continues to gain momentum,
especially among the baby boomers.


Group

As a Group we are  continuing  to  increase  the level of  co-operation  and the
exchange of ideas across our businesses.

The  Group's  asset  management  businesses  are using  their  global  presence,
exchanging  information to support their investment  decisions and to enable the
efficient management of over GBP6 billion of cross border money.

In  our  insurance  businesses,  which  remain  predominantly  market  specific,
collaboration  is taking  place where  there is a  commercial  benefit.  Product
development  teams are working  across the Group to access  existing  skills and
expertise.  In  distribution,  the UK business has utilised the very  successful
techniques developed by Jackson in the US, to segment the independent  financial
adviser market, saving time and cost and improving returns.

Work is ongoing to  consolidate  our  technology  infrastructure  in  particular
across  the UK and the US.  A  single  Customer  Service  Desktop  is now  under
development and will be launched in 2007.

Central  to the  management  of the  Group is  capital  efficiency  and  capital
allocation. During 2006, we have made significant progress in the assessment of,
and management of, risk on a group-wide  basis.  This  understanding  provides a
solid  foundation  as we continue to embed  decision  making on a  risk-adjusted
basis.


Summary

The Group goes into 2007 with  strong  momentum.  I continue  to see  tremendous
scope for the Group to build  sustainable  profitable growth and secure superior
growth in value for our shareholders.

(*  Previously  announced  UK cost  savings  target  of GBP150  million  by 2009
included GBP35 million in relation to Egg, which was acquired by Citi in January
2007. Previously announced  restructuring costs of GBP110 million included GBP25
million related to Egg.)


ENDS



Enquiries:


Media                                         Investors/Analysts
Jon Bunn                 +44 20 7548 3559     James Matthews    +44 20 7548 3561
William Baldwin-Charles  +44 20 7548 3719     Valerie Pariente  +44 20 7548 3511



Notes to Editors:

1. The results in this  announcement  are  prepared on two bases:  International
Financial  Reporting  Standards  ('IFRS')  and on the  European  Embedded  Value
('EEV')  basis.  The IFRS basis results form the basis of the Group's  financial
statements. The supplementary EEV basis results have been prepared in accordance
with the principles issued by the CFO Forum of European  Insurance  Companies in
May 2004 and expanded by the Additional Guidance on EEV disclosures published in
October 2005.  Where  appropriate  the EEV basis results  include the effects of
IFRS.

Period on period  percentage  increases  are stated on a constant  exchange rate
basis.


2. Annual premium  equivalent  (APE) sales comprise  regular  premium sales plus
one-tenth of single premium insurance sales.


3. Present value of new business  premiums  (PVNBP) are  calculated as equalling
single  premiums  plus the present  value of expected new  business  premiums of
regular  premium  business,  allowing for lapses and other  assumptions  made in
determining the EEV new business contribution.


4.  There will be a  conference  call today for wire  services  at 7.30am  (GMT)
hosted by Mark Tucker, Group Chief Executive and Philip Broadley,  Group Finance
Director. Dial in telephone number: 0800 358 2705. Passcode: 155439#.


5. A  presentation  to analysts  will take place at 9.30am  (GMT) at  Governor's
House,  Laurence  Pountney  Hill,  London,  EC4R  0HH.  An  audio  cast  of  the
presentation  and the  presentation  slides  will be  available  on the  Group's
website, www.prudential.co.uk

6. There will be a conference  call for  investors  and analysts at 2.30pm (GMT)
hosted by Mark Tucker, Group Chief Executive and Philip Broadley,  Group Finance
Director. Please call from the UK 0208 609 0793 and from the US +1 866 793 4279.
Passcode: 487687#. A recording of this call will be available for replay for one
week by dialling:  0208 609 0289 from the UK or +1 866 676 5865 from the US. The
conference reference number is 160470.


7. An interview with Mark Tucker, Group Chief Executive,  (in video/audio/ text)
will be available on www.cantos.com and www.prudential.co.uk from 7.00am today.


8. High  resolution  photographs  are  available  to the media free of charge at
www.newscast.co.uk  on +44 (0) 207 608 1000 or by calling  Claire  Glover on 020
7548 2007.


9. Total  number of  Prudential  plc shares in issue as at 31 December  2006 was
2,444,312,425.




10.   Financial Calendar 2007:


                                                                        
Ex-dividend date                                                           11 April 2007
Record date                                                                13 April 2007
First Quarter New Business Figures                                         19 April 2007
Annual General Meeting                                                     17 May 2007
Payment of 2006 final dividend                                             22 May 2007
2007 Interim Results / Second quarter New Business Figures                 1 August 2007
Ex-dividend date                                                           15 August 2007
Record Date                                                                17 August 2007
Payment of interim dividend                                                24 September 2007



11. In addition to the financial  statements  provided with this press  release,
additional   financial  schedules  are  available  on  the  Group's  website  at
www.prudential.co.uk


12. About Prudential

Prudential  plc is a  company  incorporated  and  with  its  principal  place of
business in England,  and its affiliated companies constitute one of the world's
leading financial  services groups. It provides insurance and financial services
directly and through its  subsidiaries  and affiliates  throughout the world. It
has been in  existence  for over 150 years and has  GBP250.7  billion  in assets
under management as at 31 December 2006. Prudential plc is not affiliated in any
manner  with  Prudential  Financial,  Inc, a company  whose  principal  place of
business is in the United States of America.


Forward-Looking Statements


This statement may contain certain "forward-looking  statements" with respect to
certain of Prudential's plans and its current goals and expectations relating to
its future financial condition,  performance,  results, strategy and objectives.
Statements  containing the words "believes",  "intends",  "expects",  "plans", "
seeks" and "anticipates", and words of similar meaning, are forward-looking.  By
their  nature,  all  forward-looking  statements  involve  risk and  uncertainty
because  they  relate to  future  events  and  circumstances  which  are  beyond
Prudential's  control  including  among other  things,  UK  domestic  and global
economic and business  conditions,  market related risks such as fluctuations in
interest rates and exchange  rates,  and the  performance  of financial  markets
generally;  the policies and actions of  regulatory  authorities,  the impact of
competition,  inflation, and deflation;  experience in particular with regard to
mortality  and  morbidity  trends,  lapse rates and policy  renewal  rates;  the
timing,  impact and other  uncertainties of future  acquisitions or combinations
within relevant  industries;  and the impact of changes in capital,  solvency or
accounting  standards,  and tax and other  legislation  and  regulations  in the
jurisdictions  in which  Prudential  and its  affiliates  operate.  This may for
example  result in  changes  to  assumptions  used for  determining  results  of
operations  or  re-estimations  of reserves  for future  policy  benefits.  As a
result, Prudential's actual future financial condition,  performance and results
may differ  materially  from the plans,  goals,  and  expectations  set forth in
Prudential's forward-looking statements.  Prudential undertakes no obligation to
update the forward-looking  statements  contained in this statement or any other
forward-looking statements it may make.


REVIEW OF OPERATING AND FINANCIAL RESULTS


GROUP OVERVIEW



Results highlights

                                                                         CER                   RER (4)
                                                             2006       2005        Change        2005      Change
                                                             GBPm       GBPm             %        GBPm           %

                                                                                                
Annual premium equivalent (APE) sales (1)                   2,470      2,134           16%       2,138         16%
Present value of new business premiums (PVNBP) (1)         18,947     16,860           12%      16,892         12%
Net investment flows                                        8,633      5,183           67%       5,189         66%
External funds under management                            57,199     45,378           26%      46,329         23%
New business profit (NBP) (1)                               1,039        869           20%         867         20%
NBP Margin (% APE) (1)                                        42%        41%                       41%
NBP Margin (% PVNBP) (1)                                     5.5%       5.2%                      5.1%
EEV basis operating profit from long-term business          2,209      1,722           28%       1,723         28%
from continuing operations (2) (3)
Total EEV basis operating profit from continuing            1,976      1,711           15%       1,712         15%
operations (3)
Total IFRS operating profit from continuing operations        893        958          (7%)         957        (7%)
(3)
EEV basis shareholders' funds (GBPbn)                      11,883      9,991           19%      10,301         15%
IFRS shareholders' funds (GBPbn)                            5,488      4,986           10%       5,194          6%
Holding company cash flow                                   (104)      (298)           65%       (298)         65%




(1) The details shown  include the effect of the bulk annuity  transfer from the
Scottish Amicable Insurance Fund (SAIF) to Prudential Retirement Income Limited,
a shareholder owned subsidiary of the Group.

SAIF is a closed ring-fenced sub-fund of the PAC long-term fund established by a
court approved scheme of arrangement in September 1997, whose results are solely
for the benefit of SAIF policyholders.

(2) Long-term  business  profits after deducting Asia  development  expenses and
before restructuring costs.

(3)  Based  on  longer  term  investment  returns  from  continuing  operations.
Operating  profit is stated  excluding the effect of short-term  fluctuations in
investment returns against the long-term  assumptions,  the effect of changes in
economic  assumptions,  actuarial  gains and losses on defined  benefit  pension
schemes,  the  mark  to  market  value  movements  on  borrowings  and  goodwill
impairment charges.

(4) Reported exchange rate (RER).


In the  Operating  and  Financial  Review  (OFR),  year-on-year  comparisons  of
financial  performance  are on a  constant  exchange  rate (CER)  basis,  unless
otherwise stated.

The Group has delivered a strong set of results for 2006 as  illustrated  in the
table above.

The Group delivered record total APE sales of GBP 2,470 million (2005:  GBP2,134
million) and for the first time generated NBP in excess of GBP1 billion.

This, together with the significant increase in contributions from the in-force
business, drove a record EEV basis operating profit from the long-term business
to GBP2.2 billion.

The following year-on-year comparisons are presented on a RER basis.

The EEV basis result before tax and minority  interests was a profit of GBP3,072
million up 37 per cent on 2005.

Within this,  short-term  fluctuations in investment  return were GBP745 million
(2005: GBP 1,068 million), mainly driven by positive variances in the UK (GBP378
million) and Asia (GBP286 million).

Changes in economic  assumptions  were  negative  GBP1 million  (2005:  negative
GBP349 million).  They include a positive change in the UK (GBP182  million),  a
negative change in the US (GBP51 million), and a negative change in Asia (GBP132
million).

EEV basis shareholders' funds were GBP11.9 billion (2005:  GBP10.3 million),  an
increase  of  GBP1.6  billion  over  last  year,  driven  by a strong  operating
performance from all insurance and asset management business units.

Earnings per share, based on EEV operating profit after tax and related minority
interests, were 57.6 pence, compared with 56.6 pence in 2005.

On an IFRS basis,  operating  profits  (before tax) were GBP893  million  (2005:
GBP957  million),  down 7 per cent on last year  principally  due to the  GBP145
million loss incurred by Egg.

The Group delivered  strong growth of 66 per cent in total net investment  flows
from its asset management  businesses of GBP8.6 billion (2005:  GBP5.2 billion).
This  performance  contributed to the growth in total external  investment funds
under  management  that grew from GBP46.3  billion in 2005 to GBP57.2 billion in
2006.

Earnings per share, based on total IFRS operating profit after tax and minority
interests, were 26.4 pence compared with 32.2 pence in 2005.

Holding company cash flow improved  significantly  from a cash outflow of GBP298
million in 2005 to a cash outflow of GBP104 million in 2006,  reflecting  higher
capital remittances, and lower capital invested in the UK reflecting the benefit
from a change in the Financial Services Authority (FSA) reserving regulations.

The  capital   position  of  Prudential   plc,   measured  under  the  Financial
Conglomerate  Directive  (FCD)  basis,  will be submitted to the FSA by 30 April
2007 but is currently estimated to be in the region of GBP1.0 billion.

The total capital  invested by the Group to support new business sales, in terms
of both initial strain and required  capital,  was GBP554 million in 2006.  This
represents  GBP22.4  million per GBP100 million sales in terms of APE and GBP2.9
million per GBP100 million in terms of PVNBP sales.

On 29 January 2007 Prudential announced that it had entered into a binding
agreement to sell Egg to Citi for a consideration of GBP575 million, subject to
adjustment to reflect any change in net asset value between 31 December 2006 and
completion.


Impact of currency movements

Prudential  has a diverse  international  mix of  businesses  with a significant
proportion of its profit  generated  outside the UK. In 2006, 74 per cent of NBP
and 67 per cent of IFRS operating profit was delivered from overseas operations.

In preparing the Group's consolidated  accounts,  results of overseas operations
are  converted  at rates of exchange  based on the  average of the year,  whilst
shareholders' funds are converted at year-end rates of exchange.

Changes  in  exchange  rates  from year to year  have an  impact on the  Group's
results when these are converted into pounds sterling for reporting purposes. In
some  cases  these  exchange  rate  fluctuations  can mask  underlying  business
performance.  Consequently,  the Board has for a number  of years  reviewed  the
Group's  international  performance  on a CER basis.  This basis  eliminates the
impact from conversion, the effects of which do not alter the long-term value of
shareholders' interests in Prudential's non-UK businesses.


Basis of preparation of results

The European Union (EU) requires that all listed  European  groups prepare their
financial  statements in accordance with EU approved IFRS. Since 1 January 2005,
Prudential  has been  reporting  its  primary  results on an IFRS basis and 2006
represents the second year-end of financial  statements  prepared under IFRS for
the Group.

In addition,  as a signatory to the European  Chief  Financial  Officers'  (CFO)
Forum's EEV Principles, Prudential has also been reporting supplementary results
on an EEV basis for the Group's long-term business since 2005. These results are
combined with the IFRS basis results of the Group's other  businesses to provide
a  supplementary  operating  profit under EEV.  Reference  to  operating  profit
relates to profit based on longer-term investment returns that excludes goodwill
impairment charges,  short-term  fluctuations in investment returns, the mark to
market movement on core  borrowings,  the  shareholders'  share of actuarial and
other gains and losses on defined benefit pension schemes, the effect of changes
in economic  assumptions and changes in the time value of options and guarantees
caused by economic factors.

In broad  terms,  IFRS  profits for  long-term  business  contracts  reflect the
aggregate  of  statutory  transfers  from  with-profits  funds and  profits on a
traditional  accounting  basis  for  other  long-term  business.   Although  the
statutory  transfers from with-profits  funds are closely aligned with cash flow
generation,  the  pattern  of IFRS  profits  over time  from  shareholder-backed
long-term businesses will generally differ from the cash flow pattern.  Over the
life  of a  contract,  however,  aggregate  IFRS  profits  will  be the  same as
aggregate cash flow.

In preparing its IFRS basis results the Group continues to provide supplementary
analysis of the profit before  shareholder  tax so as to  distinguish  operating
results based on longer-term  investment returns,  actuarial gains and losses on
defined benefit pension schemes, and exceptional items.

Life insurance  products are, by their nature,  long term and the profit on this
business is generated over a significant number of years.  Accounting under IFRS
does not, in Prudential's opinion,  properly reflect the inherent value of these
future profit streams.

Prudential  believes that embedded  value  reporting  provides  investors with a
better measure of underlying  profitability of the Group's long-term  businesses
and is a valuable supplement to statutory accounts.


Sales and funds under management

Prudential delivered strong sales growth during 2006 with total new insurance
sales up 11 per cent to GBP15.1 billion at CER. This resulted in record
insurance sales of GBP2.5 billion on the APE basis, an increase of 16 per cent
on 2005. At RER, APE was up 16 per cent on 2005. Strong growth came from the US,
with APE up on 2005 by 21 per cent, and in Asia with APE up 30 per cent at CER.

Sales under the PVNBP basis in 2006 increased by 12 per cent to GBP19 billion at
CER.

Total gross investment  sales for 2006 were GBP33.9  billion,  up 31 per cent on
2005 at CER. Net investment  flows of GBP8.6 billion were up 67 per cent on last
year at CER.

Total  external  funds under  management  in 2006  increased by 23 per cent from
GBP46.3  billion in 2005 to GBP57.2  billion at RER,  reflecting  net investment
flows of GBP8.6 billion, and net market and other movements of GBP2.2 billion.

At 31 December 2006,  total insurance and investment funds under management were
GBP251 billion, an increase of 7 per cent from 2005 at RER.


EEV basis operating profit from continuing operations



                                                                        CER                      RER
                                                            2006       2005        Change       2005      Change
                                                            GBPm       GBPm             %       GBPm           %

                                                                                               
Insurance business:
   UK                                                        686        426           61%        426         61%
   US                                                        708        731          (3%)        741        (4%)
   Asia                                                      829        585           42%        576         44%
Long-term business                                         2,223      1,742           28%      1,743         28%
Development expenses                                        (15)       (20)        (175%)       (20)       (75%)
Fund management business:
   M&G                                                       204        163           25%        163         25%
   US broker-dealer and fund management                       18         24         (25%)         24       (25%)
   Curian                                                    (8)       (10)           20%       (10)         20%
   Asia fund management                                       50         11          355%         12        317%
                                                             264        188           40%        189         40%
Banking:
   Egg (UK)                                                (145)         44        (430%)         44      (430%)

Other income and expenditure                               (298)      (243)         (23%)      (244)       (22%)
Total EEV basis operating profit on continuing
operations                                                 2,029      1,711           19%      1,712         19%
Restructuring costs                                         (53)          0                        0
Total EEV basis operating profit on continuing
operations after restructuring costs                       1,976      1,711           15%      1,712         15%



Total EEV basis operating profit from continuing operations based on longer-term
investment  returns was  GBP1,976  million,  up 15 per cent from 2005 at CER. At
RER, the result was up 15 per cent.  This result reflects  profitable  growth in
the insurance and funds management businesses.

Prudential's  insurance businesses achieved significant growth, both in terms of
NBP and in-force profit, resulting in a 28 per cent increase in operating profit
over 2005 at CER.

In 2006,  the Group  generated  record NBP from  insurance  business of GBP1,039
million,  which  was 20 per cent  above  2005 at CER,  driven  by  strong  sales
momentum in US and Asia, achieved without compromising  margins. At RER, NBP was
up 20 per cent. The average Group NBP margin was 42 per cent (2005: 41 per cent)
on an APE basis and 5.5 per cent (2005:  5.2 per cent at CER) on a PVNBP  basis.
The overall margin has increased mainly driven by profitable sales of individual
annuities  in the UK  and of  variable  annuities  in the  US.  In-force  profit
increased  36 per  cent on 2005 at CER to  GBP1,184  million.  At RER,  in-force
profit was up 35 per cent.  In  aggregate,  net  assumption  changes  were GBP38
million positive,  and experience  variances and other items were GBP111 million
positive.

The in-force  profit in 2005  included a GBP148  million  charge in respect of a
persistency  assumption  change  in the UK,  and a  credit  in the US of  GBP140
million  reflecting an operating  assumption  change  following  price increases
introduced on two blocks of in-force term life business.

Asia's development  expenses  (excluding the regional head office expenses) were
GBP15 million, (2005: GBP20 million at CER).

Results from the fund  management  business were GBP264  million  (2005:  GBP188
million), up 40 per cent on 2005 at CER.

Egg losses were GBP145 million (2005: profit GBP44 million).

Other income and expenditure  totalled a net expense of GBP298 million  compared
with GBP244 million in 2005 at RER. This result  includes GBP36 million of costs
for the Asia head office  costs (2005:  GBP30  million);  GBP83  million for the
Group head office costs (2005:  GBP70 million);  net interest expense on central
borrowings of negative GBP169 million (2005:  GBP133 million);  and a charge for
share-based  payments  for  Prudential  schemes of GBP10  million  (2005:  GBP11
million).

Total EEV basis operating profit includes GBP53 million in  restructuring  costs
(nil in 2005),  primarily  related to the costs  associated  with the UK and Egg
cost saving initiatives announced in July 2006.

EV basis profit before tax and minority interests from continuing operations



                                                                                       RER
                                                                           2006       2005
                                                                           GBPm       GBPm
                                                                                
Total EEV basis operating profit on continuing operations
after restructuring costs                                                 1,976      1,712

Short term fluctuations in investment return:                               745      1,068
UK                                                                          378        994
US                                                                           64         67
Asia                                                                        286         41
Other                                                                        17       (34)
Actuarial gains and losses on defined
benefit pension schemes                                                     207       (47)
Effect of change in economic
assumptions:                                                                (1)      (349)
UK                                                                          182       (81)
US                                                                         (51)        (3)
Asia                                                                      (132)      (265)
Effect of change in time value of cost
of options and guarantees:                                                   60         47
UK                                                                           40         31
US                                                                            6         11
Asia                                                                         14          5
Movement in mark to market value
 of core borrowings:                                                         85       (67)

US                                                                            3        (2)
Other                                                                        82       (65)
Goodwill impairment charge                                                    0      (120)

Profit from continuing operations before tax                              3,072      2,244



The following year-on-year comparisons are presented on a RER basis.

The EEV basis result before tax and minority  interests was a profit of GBP3,072
million up 37 per cent on 2005.

This reflects in part an increase in operating profit from GBP1,712 million in
2005 to GBP1,976 million in 2006.

The profit before tax also includes GBP745 million in short-term fluctuations in
investment  returns  (2005:  GBP1,068  million),  negative  changes in  economic
assumptions of GBP1 million (2005:  negative  GBP349  million) and the effect of
change in time value of options and  guarantees of positive GBP60 million (2005:
positive GBP47 million).

The UK long-term  business  component of short-term  fluctuations  in investment
returns  of  GBP378  million  (2005:  GBP994  million)  primarily  reflects  the
difference  between the actual  investment return for the with-profits life fund
of 12.4 per cent (2005: 20 per cent) and the long-term assumed return of 7.5 per
cent.

The US long-term business short-term fluctuations in investment returns of GBP64
million  primarily include a positive GBP46 million in respect of the difference
between actual  investment  returns and long-term  returns included in operating
profit in respect of fixed  income  securities,  related swap  transactions  and
equity based investments.  It also includes a positive GBP17 million in relation
to changed  expectations of future profitability on variable annuity business in
force due to the actual variable annuity investment account ('separate account')
return exceeding the long-term return reported within operating  profit,  offset
by the impact of the associated hedging position.

In Asia,  long-term  business  short-term  investment  fluctuations  were GBP286
million,  compared to GBP41  million  last year.  This  reflects  strong  market
performance across the region particularly in Vietnam,  Hong Kong, Singapore and
Taiwan.

An actuarial gain on the defined  benefit  pension  schemes was recorded in 2006
for GBP207 million (2005:  loss GBP47 million).  This gain primarily  represents
the difference  between actual and expected  investment  returns for the schemes
and the  reduction in  liabilities  due to an increase in the risk discount rate
resulting from increases in corporate bond returns.

Negative  economic  assumption  changes of GBP1  million in 2006  compared  with
negative  economic  assumption  changes  of  GBP349  million  in 2005.  Economic
assumption changes in 2006 comprised positive GBP182 million in the UK, negative
GBP51 million in the US and negative GBP132 million in Asia.

In the UK,  economic  assumption  changes of positive GBP182 million reflect the
impact of the increase in the future  investment return assumption offset by the
increase in the risk discount rate.

In the US,  economic  assumption  changes of negative  GBP51  million  primarily
reflect  increases in the risk  discount  rates  following an increase in the US
10-year  Treasury rate,  partially offset by an increase in the separate account
return assumption.

In Asia  negative  economic  assumption  changes were GBP132  million,  of which
GBP101 million is due to Taiwan.  This primarily reflects the effect of delaying
for a further year Prudential's  assumption of a gradual rise in interest rates.
The economic  scenarios  used to calculate  2006 EEV basis  results  reflect the
assumption of a phased  progression of the bond yields from the current rates to
the  long-term  expected  rates.  The  projections  assume that,  in the average
scenario,  the current  bond  yields of around 2 per cent trend  towards 5.5 per
cent at 31 December  2013.  Allowance is made for the mix of assets in the fund,
the future investment strategy and the market value depreciation of the bonds as
a result of the assumed yield  increases.  This gives rise to an average assumed
fund  earned  rate that  trends  from 2.1 per cent to 5.7 per cent in 2014.  The
assumed fund earned rate falls to 1.4 per cent in 2007 and remains below 2.1 per
cent for a further five years due to the  depreciation  of bond values as yields
rise.  Thereafter,  the fund earned rate  fluctuates  around a target of 5.9 per
cent. For the 2005 results the grading of bond yields,  in the average scenario,
was around 2 per cent towards 5.5 per cent at 31 December 2012.  Consistent with
the Group's EEV  methodology,  a constant  discount rate has been applied to the
projected cash flows.

The change in the time  value of cost of options  and  guarantees  was  positive
GBP60 million for the year (2005:  positive GBP47 million),  consisting of GBP40
million,  GBP6  million  and  GBP14  million  for  the  UK,  the  US  and  Asia,
respectively.

The mark to market  movement on core  borrowings  (excluding Egg) was a positive
GBP85 million (2005:  negative  GBP67 million)  reflecting the reduction in fair
value of core borrowings due to increases in interest rates.


EEV basis profit after tax and minority interests



                                                                                                 RER
                                                                                     2006       2005
                                                                                     GBPm       GBPm

                                                                                         
Profit from continuing operations before tax                                        3,072      2,244

Tax                                                                                 (859)      (653)
Profit from continuing operations for the financial year                            2,213      1,591
after tax before minority interests

Discontinued operations (net of tax)                                                    0          3
Minority interests                                                                    (1)       (12)

Profit for the year attributable to equity
holders of the Company                                                              2,212      1,582



The following year-on-year comparisons are presented on a RER basis.

Profit after tax and minority  interests was GBP2,212  million  (2005:  GBP1,582
million).  The tax charge of GBP859 million compares with a tax charge of GBP653
million in 2005.  Minority  interests  in the Group  results  were GBP1  million
(2005: GBP12 million).

The effective  tax rate at an operating tax level was 30 per cent (2005:  21 per
cent),  generally  reflecting expected tax rates. The effective tax rate in 2005
was unusually low due to a number of factors,  including favourable  settlements
reached with the tax authorities, and being able to take credit for Egg's French
losses.  The effective  tax rate at a total EEV level was 28 per cent (2005:  29
per cent) on a profit of GBP3,072 million. The higher rate of effective tax at a
total level for 2005 was  primarily  due to the effect of impairment of goodwill
(which does not attract  tax relief) and the impact of  short-term  fluctuations
and changes in economic assumptions not all of which are tax affected.


Return on Embedded Value

Prudential's return on embedded value for 2006 was 13.5 per cent (2005: 15.5 per
cent). This reduction is due to an increase in the opening  shareholders'  funds
at 1 January 2006, mainly affected by the UK short-term investment  fluctuations
in 2005, which was higher than the corresponding  growth in after-tax  operating
profit.

The return is based on EEV operating profit from continuing operations after tax
and minority interests as a percentage of opening embedded value (shareholders'
funds on a EEV basis).

IFRS basis operating profit (based on longer term investment returns)



                                                                      CER                           RER
                                                          2006       2005          Change          2005    Change
IFRS basis operating profit based on longer term         GBPm        GBPm               %          GBPm         %
investment returns
                                                                                             
Insurance business:
   UK                                                      500        400             25%           400       25%
   US                                                      398        344             16%           348       14%
   Asia                                                    189        201            (6%)           195      (3%)

Long-term business                                       1,087        945             15%           943       15%

   Development expenses                                   (15)       (20)           (25%)          (20)     (25%)
Fund management business:
   M&G                                                     204        163             25%           163       25%
   US broker-dealer and fund management                     18         24           (25%)            24     (25%)
   Curian                                                  (8)       (10)             20%          (10)       20%
   Asia fund management                                     50         11            355%            12      317%

                                                           264        188             40%           189       40%
Banking:
   Egg (UK)                                              (145)         44          (430%)            44    (430%)

Other income and expenditure                             (248)      (198)           (25%)         (199)     (25%)
Total IFRS basis operating profit based on longer
term investment returns                                    943        959            (2%)           957      (1%)

Restructuring costs                                       (50)          0                             0

Total IFRS basis operating profit based on longer
term investment returns after restructuring costs          893        959            (7%)           957      (7%)



Group operating  profit before tax from continuing  operations on the IFRS basis
after  restructuring costs was GBP893 million, a reduction of 7 per cent on 2005
at CER.  This  figure  includes  GBP50  million of  restructuring  costs.  Group
operating  profit before tax from  continuing  operations  before  restructuring
costs  was  GBP943  million,  a  reduction  of 2 per  cent on 2005 at CER.  This
reduction  is mainly  caused by the loss of GBP145  million in Egg (2005:  GBP44
million profit).

At RER, operating profit before  restructuring  costs was down 1 per cent on the
prior year.

In the UK, IFRS  operating  profit for the long-term  business  increased 25 per
cent to GBP500 million in 2006. This primarily  reflected a 22 per cent increase
in profits  attributable to the  with-profits  business,  a consequence of bonus
declarations  announced in February 2006 and 2007 and a benefit of GBP46 million
from a change in reserving requirements. This was due to the FSA's relaxation of
reserving  requirements under the policy statement that effected the proposal in
CP 06/16.  The result of GBP500 million  excludes  restructuring  costs of GBP31
million in respect of implementation costs associated with Prudential UK and Egg
cost saving initiatives announced in July 2006.

In the US, IFRS operating profit of GBP408 million was up 14 per cent on 2005 at
CER. IFRS operating profit for long-term business was GBP398 million,  up 16 per
cent from GBP344 million in 2005 at CER. The US operations' results are based on
US GAAP,  adjusted  where  necessary to comply with IFRS as the Group's basis of
presenting  operating  profit is based on  longer-term  investment  returns.  In
determining  the operating  profit for US  operations,  longer-term  returns for
fixed  income  securities  incorporate  a risk margin  reserve  (RMR) charge for
longer-term  defaults and  amortisation of  interest-related  realised gains and
losses. The growth in the US operations'  long-term IFRS operating profit mainly
reflects  increased fee and spread income. The fee income was driven by a 51 per
cent increase in separate account assets held at year-end,  and improved returns
on these assets.  One-off items  affecting  the  spread-based  income were GBP33
million (2005:  GBP44 million),  net of DAC  amortisation.  The operating profit
from non-long-term  business was GBP10 million, a reduction on 2005 (2005: GBP14
million).  The 2005  result  however,  benefited  from a  one-off  GBP5  million
revaluation  of an  investment  vehicle  managed by PPM America  (PPMA).  Curian
recorded losses of GBP8 million in 2006, down from GBP10 million in 2005, as the
business continues to build scale.

Prudential  Corporation  Asia's operating  profit for long-term  business before
development  expenses of GBP15 million was GBP189 million, a 6 per cent decrease
on 2005 at CER. However,  this result was 11 per cent above prior year excluding
a net  positive  GBP30  million  contribution  from  exceptional  items in 2005.
Operating  profit  continues to be driven mainly by the  established  markets of
Singapore,  Malaysia and Hong Kong which  represent  GBP139 million of the total
operating profit in 2006. There was an increased contribution from Indonesia and
Vietnam as these operations  continue to build scale.  Four life operations made
IFRS losses:  China, India and Korea which are relatively new businesses rapidly
building  scale and Thailand  which is  marginally  loss making.  Within the net
positive  GBP30  million of  exceptional  items in 2005 there was a write-off of
deferred  acquisition  costs (DAC) in Taiwan of GBP21 million.  No write-off was
required in 2006. The profits and  recoverability of DAC in Taiwan are dependent
on the rates of return  earned and  assumed  to be earned on the assets  held to
cover  liabilities and on future  investment  income and contract cash flows for
traditional whole of life policies.  If interest rates were to remain at current
levels in 2007 the premium reserve, net of DAC, would be broadly sufficient.  If
interest  rates  were to remain  at  current  levels in 2008 then some  level of
write-off of DAC may be necessary.  However,  the amount of the charge currently
estimated to be GBP70-90 million is sensitive to the above mentioned variables.

The Asian fund management operations reported an 85 per cent growth in operating
profits to GBP50 million (2005: GBP11 million), excluding negative GBP16 million
of exceptional items recorded in 2005, driven by strong  contributions  from the
established markets of Singapore and Hong Kong.


IFRS basis profit before tax for continuing operations



                                                                                              RER
                                                                                  2006       2005
                                                                                  GBPm       GBPm
                                                                                       
Operating profit from continuing operations
based on longer-term investment returns
after restructuring costs                                                          893        957

Goodwill impairment charge                                                           0      (120)
Short-term fluctuations in investment returns                                      162        211
Shareholders' share of actuarial and
other gains and losses on defined benefit pension schemes                          167       (50)

Profit before tax from continuing operations                                     1,222        998



The following year-on-year comparisons are presented on a RER basis.

Total IFRS basis profits before tax and minority interests were GBP1,222 million
in 2006,  compared  with  GBP998  million for 2005.  The  increase  reflects:  a
reduction  in  operating  profit of GBP64  million;  a  decrease  in  short-term
fluctuations  in investment  return,  down GBP49 million from 2005; and a GBP217
million  positive  movement  from the prior year in  actuarial  gains and losses
attributable to shareholder-backed  operations in respect of the Group's defined
benefit pension schemes.  In addition,  in 2006 there is no goodwill  impairment
charge (2005: GBP120 million).


IFRS basis profit after tax



                                                                                          RER
                                                                             2006        2005
                                                                             GBPm        GBPm

                                                                                    
Profit before tax from continuing operations                                1,222         998

Tax                                                                         (347)       (241)
Profit from continuing operations
for the financial year after tax                                              875         757

Discontinued operations (net of tax)                                                        3
Minority interests                                                            (1)        (12)

Profit for the year attributable to equity                                    874         748
holders of the Company



The following year-on-year comparisons are presented on a RER basis.

Profit after tax and minority  interests was GBP874 million compared with GBP748
million  in 2005.  The  effective  rate of tax on  operating  profits,  based on
longer-term  investment  returns,  was 29 per  cent  (2005:  19 per  cent).  The
effective rate of tax at the total IFRS profit level for  continuing  operations
for 2006 was 28 per cent (2005: 24 per cent). The effective tax rate in 2006 was
close to the  expected tax rate of 31 per cent (which  reflects  the  geographic
split of profits).  The  effective  tax rate in 2005 was  unusually low due to a
number of factors,  including  favourable  settlements  reached with the revenue
authorities, and being able to take credit for Egg's French losses.


Earnings per share

Earnings  per  share,  based  on EEV  basis  operating  profit  from  continuing
operations after tax and related minority interests,  were 57.6 pence,  compared
with 56.6 pence in 2005.

Earnings per share,  based on IFRS operating  profit from continuing  operations
after tax and related minority  interests,  were 26.4 pence,  compared with 32.2
pence in 2005.

Basic  earnings  per  share,  based on total EEV  basis  profit  after  minority
interests, were 91.7 pence, compared with 66.9 pence in 2005.

Basic earnings per share,  based on IFRS profit after minority  interests,  were
36.2 pence, compared with 31.6 pence in 2005.


Dividend per share

The  Board  has  reviewed  its  longer  term  dividend  policy  in  light of its
expectation  that the overall  operating cash flow of the Group will be positive
from 2008.

The  directors  recommend  a final  dividend  for 2006 of 11.72  pence per share
payable on 22 May 2007 to  shareholders on the register at the close of business
on 13 April 2007.  The interim  dividend for 2006 was 5.42 pence per share.  The
total dividend for the year,  including the interim dividend and the recommended
final  dividend,  amounts to 17.14 pence per share compared with 16.32 pence per
share for 2005.  The total  cost of  dividends  in  respect  of 2006 was  GBP418
million.

The full year  dividend is covered 1.5 times by post-tax IFRS  operating  profit
from continuing operations.

Dividend  cover is  calculated  as operating  profit after tax on an IFRS basis,
divided by the current year interim dividend plus the proposed final dividend.

The Board will focus on delivering a growing dividend, which will continue to be
determined  after  taking into  account the Group's  financial  flexibility  and
opportunities to invest in areas of the business  offering  attractive  returns.
The Board  believes that in the medium term a dividend cover of around two times
is appropriate.


Shareholders' funds

On the EEV basis,  which  recognises  the  shareholders'  interest in  long-term
businesses,  shareholders'  funds at 31 December 2006 were GBP11.9  billion,  an
increase of GBP1.6 billion from the 2005 year-end level (2005: GBP10.3 billion).
This 15 per cent increase primarily  reflects:  total EEV basis operating profit
of  GBP1,976  million;  a  GBP745  million  favourable  movement  in  short-term
fluctuations in investment  returns;  a GBP59 million  positive  movement due to
changes in economic  assumptions and in time value of options and guarantees;  a
positive  movement  on the mark to  market of core  debt of GBP85  million;  the
proceeds for the share capital issue of the parent  company for GBP336  million,
and a positive  movement in the actuarial  gains on the defined  benefit pension
schemes of GBP207 million. These were offset by: a tax charge of GBP859 million;
the negative impact of GBP359 million for foreign exchange movements; the impact
of the  acquisition  of the  minority  interest in Egg for GBP167  million,  and
dividend payments of GBP399 million made to shareholders.

At year-end 2006, the embedded value for the Asian long-term business as a whole
was GBP2.5 billion. The established markets of Hong Kong, Singapore and Malaysia
contribute GBP2.0 billion to the embedded value generated across the region with
Korea (GBP191 million) and Vietnam (GBP198  million) making further  substantial
contributions.  Prudential's other markets of China,  India,  Indonesia,  Japan,
Thailand and the Philippines in aggregate  contribute GBP336 million in embedded
value.  Growth in  embedded  value for the  Asian  business  as a whole has been
partially offset by a negative embedded value in Taiwan of GBP216 million.  This
is an  improvement  from the reported  negative  GBP311  million in 2005,  which
includes the associated cost of economic capital(1),  and reflects the impact of
the low interest rate environment in Taiwan on the in-force business.

The  current  mix  of  new  business  in  Taiwan  is  weighted  heavily  towards
unit-linked and protection products, representing 58 per cent and 17 per cent of
new business APE in 2006, respectively.  As a result, interest rates have little
effect on new  business  profitability  and a one per cent  reduction in assumed
interest  rates  would  reduce  new  business  margins  in  Taiwan  by only  two
percentage points.  However, the in-force book in Taiwan,  predominantly made up
of whole of life  policies,  has an embedded value that is sensitive to interest
rate  changes.   A  one  per  cent  decrease  in  interest  rates,   along  with
consequential  changes  to assumed  investment  returns  for all asset  classes,
market values of fixed interest assets and risk discount rates,  would result in
a GBP165  million  decrease in Taiwan's  embedded  value. A similar one per cent
positive  shift in  interest  rates  would  increase  embedded  value by  GBP107
million.  On the assumption  that bond yields remained flat during 2007 and then
trended  towards  5.5 per cent in 2014 this would have  reduced  the 2006 Taiwan
embedded value by GBP88  million.  Sensitivity of the embedded value to interest
rate changes varies considerably across the region. In aggregate, a one per cent
decrease in interest rates,  along with all  consequential  changes noted above,
would result in a 5 per cent decrease to Asia's embedded value.

Statutory  IFRS  basis  shareholders'  funds at 31  December  2006  were  GBP5.5
billion.  This compares with GBP5.2  billion at 31 December  2005.  The increase
primarily  reflects:  profit after tax and minority interests of GBP874 million,
the proceeds  from the share  capital  issue of the Company for GBP336  million,
offset by the impact of the  acquisition of Egg's minority  interests for GBP167
million,  negative  foreign  exchange  movements  of  GBP224  million,  dividend
payments to shareholders of GBP399 million, and the impact of unrealised holding
losses on available for sale investments of GBP210 million.

--------------------------

(1)  Economic  capital  is  broadly  considered  to be the  amount of  capital a
financial services firm's own internal risk assessment determines it should hold
to remain solvent  following events that might be considered as unexpected,  yet
not so unlikely that they might never occur in practice.



Holding company cash flow



                                                                          2006        2005
                                                                          GBPm        GBPm
                                                                                 
Cash remitted by business units:
   UK life fund transfer*                                                  217         194
   UK other dividends (including special                                     0         103
   dividend)
   Jackson                                                                 110          85
   Asia                                                                    175          73
   M&G                                                                      94          62

Total cash remitted to Group                                               596         517
Net interest paid                                                        (128)       (115)
Dividends paid                                                           (399)       (378)
Scrip dividends and share options                                           91          55

Cash remittances after interest and                                        160          79
dividends
Tax received                                                               122         107
Corporate activities                                                      (67)        (66)

Cash flow before investment in businesses                                  215         120
Capital invested in business units:
   UK                                                                    (172)       (249)
   Asia                                                                  (147)       (169)

Total capital invested in business units                                 (319)       (418)
Decrease in cash                                                         (104)       (298)


*In respect of current and prior year's bonus declarations.


The table above shows the Group holding company cash flow.  Prudential  believes
that  this  format  gives  a  clearer  presentation  of the  use of the  Group's
resources than the format of the statement required by IFRS.

The Group holding  company  received  GBP596  million in cash  remittances  from
business  units in 2006 (2005:  GBP517  million)  comprising  the  shareholders'
statutory  life fund  transfer of GBP217  million  relating to the 2005 and 2006
bonus  declarations  from the UK business,  and  remittances of GBP110  million,
GBP175 million, and GBP94 million from Jackson, Asia and M&G respectively.

The last of  three  special  dividends  of  GBP100  million  was  paid  from the
Prudential  Assurance  Company  (PAC)  shareholders'  funds in 2005 to the Group
holding company in respect of profit arising from earlier business disposals.

After net dividends and interest paid, there was a net cash inflow of GBP160
million (2005: GBP79 million).

During  2006,  the Group  holding  company  paid  GBP67  million  in  respect of
corporate  activities  and received  GBP122 million  (2005:  GBP107  million) in
respect of Group relief on taxable  losses.  The Group  invested  GBP319 million
(2005:  GBP418 million) in its business units,  comprising GBP172 million in its
UK operations and GBP147 million in Asia. In 2006, Asia became a net contributor
to the Group holding company cash flow for the first time, with a net remittance
of GBP28 million.

The capital  investment  in the UK was lower than  planned  reflecting a capital
benefit from the FSA's change of reserving requirements.  Without this reserving
change the UK  business  would have  required  capital of  approximately  GBP230
million.

In  aggregate  this gave rise to a  decrease  in cash of GBP104  million  (2005:
GBP298 million decrease).

In 2007 the Group  cash  flow is  expected  to be  positive  including  the cash
proceeds  from the sale of Egg.  At an  operational  level the cash  outflow  is
expected  to be  greater  than in  2006,  given  the  benefit  this  year of the
regulatory change to the FSA reserving requirements in the UK.

In  2007,  the  UK  shareholders'  statutory  transfer  relating  to  the  bonus
declarations made in February 2006 and 2007 will be GBP261 million.

Depending on the mix of business written and the opportunities  available,  cash
invested to support the UK business in 2007 is expected to be less than in 2006,
up to GBP160 million and with the  expectation  that the UK  shareholder  backed
business will become cash positive in 2010.

Taking  into  account  plans for  future  growth,  a  normalised  level of scrip
dividend, the reducing UK capital requirement and increased remittances from the
other life and asset  management  operations  it is expected  that the operating
cash flow of the Group holding company will be positive in 2008.


New business capital usage


                                                  2006          2006          2006          2006          2006
                                                  GBPm          GBPm          GBPm          GBPm          GBPm
                                                  Free      Required           Net         Value         Total
                                               surplus       capital         worth      in force     long-term
                                                                                                      business
                                                                                            
   UK                                            (221)           176          (45)           231           186
   US                                            (228)           196          (32)           200           168
   Asia                                          (105)            11          (94)           467           373

                                                 (554)           383         (171)           898           727



The Group wrote GBP2,470 million of sales on an APE basis and GBP18,947  million
on a PVNBP basis in 2006. In support of this amount of new business  sales,  the
Group invested  GBP554 million of capital.  This amount covers both new business
acquisition expenses, including commission,  statutory reserves and the required
capital and amounts to  approximately  GBP22.4 million per GBP100 million of APE
sales and GBP2.9 million per GBP100 million of sales on a PVNBP basis.

In the UK  business,  GBP221  million of capital was invested in 2006 to support
APE sales of GBP900 million and PVNBP sales of GBP7,712 million. This amounts to
approximately GBP24.6 million per GBP100 million of APE sales and GBP2.9 million
per GBP100 million of sales on a PVNBP basis.

In the US  business,  GBP228  million of capital was invested in 2006 to support
APE sales of GBP614 million and PVNBP sales of GBP6,103 million. This amounts to
approximately GBP37.1 million per GBP100 million of APE sales and GBP3.7 million
per GBP100 million of sales on a PVNBP basis.

In the Asia business,  GBP105 million of capital was invested in 2006 to support
APE sales of GBP956 million and PVNBP sales of GBP5,132 million. This amounts to
approximately  GBP11 million per GBP100  million of APE sales and GBP2.0 million
per GBP100 million of sales on a PVNBP basis.



BUSINESS UNIT REVIEW

Insurance Operations

United Kingdom



                                                                        CER                        RER
                                                          2006         2005        Change         2005    Change
                                                          GBPm         GBPm             %         GBPm         %
                                                                                               
APE sales                                                  900          892            1%          892        1%
NBP                                                        266          243            9%          243        9%
NBP margin (% APE)                                         30%          27%                        27%
NBP margin (% PVNBP)                                      3.4%         3.1%                       3.1%
Total EEV basis operating profit*                          686          426           61%          426       61%
Total IFRS operating profit*                               500          400           25%          400       25%
*Based on longer-term investment returns.



1.      Market review and summary of strategy

The  UK  retirement  market  continues  to  remain  attractive  with  an  ageing
population driving demand for pre and post-retirement products.

While many UK consumers  remain  overly  indebted and are not saving  enough for
retirement,  with a  backdrop  of reduced  state and  employer  provision,  they
increasingly  need to take control of their  financial  affairs.  This  positive
demographic  trend,  together with an increasing  concentration of wealth in the
hands of those approaching  retirement or already retired, will continue to fuel
the opportunity for financial provision in, and preparing for, retirement.

The impact of A-Day, the implementation of pensions  simplification  legislation
in April 2006, initially dampened new business in certain areas, particularly in
the retail annuities market, but subsequently led to considerable  market growth
in individual  pensions,  Self Invested Personal Pensions (SIPPs) and annuities.
Much of the market growth in pensions  savings  reflected  recycling of money as
consumers consolidated existing pensions arrangements to one provider.

The  wholesale  annuity  and  risk  management  market   experienced   increased
competition  over 2006,  as  short-term  demand  slowed and several new entrants
started to participate.  However, the long-term potential in this market remains
considerable, with approximately GBP900 billion of funds held across a number of
market segments.

During 2006, Prudential UK Insurance Operations (Prudential UK) has continued to
target capital  efficient  returns through  selective  participation  within its
chosen  markets,  Retirement  Income,  Wealth and Health  and  Wholesale.  Going
forward,   Prudential  UK  will  specifically  focus  on  maximising  value  for
shareholders  through taking a leadership  position in the retirement income and
savings  market.  This will be achieved by building on its  longevity  and asset
allocation  strengths,  as well as  utilising  its  brand  strength  with  older
customers,  targeting their specific  retirement needs. This focus on maximising
value will be achieved  alongside a programme  of cost cutting  initiatives  for
both new business and Prudential UK's back book to ensure that greater operating
efficiencies are achieved.

Prudential will not  participate  directly in healthcare and protection but will
instead expand its joint venture with Discovery  Holding Limited  ('Discovery'),
the leading South African  insurance  company.  It is expected that the Flexible
Protection  Plan ('FPP') will be  incorporated  into the 50:50  Discovery  joint
venture  during 2007.  Both  PruHealth and the FPP will utilise the successful '
Vitality'  philosophy  of a  healthier  lifestyle  leading  to lower  protection
premiums  and have a dedicated  sales  force  creating a more  focused  business
model. In addition,  FPP will continue to benefit from distribution to financial
intermediaries through Prudential UK's intermediary sales-force.

As of February 2007, PruHealth had 450 employees and over 100,000 customers, and
its customer base, in contrast to the rest of the industry,  has been growing at
a rate of 15 per cent per month during 2006.  Product  leadership through strong
innovation and  multi-channel  distribution  strategy is expected to continue to
deliver a significant  market presence with 200,000  customers by the end of the
year.  PruHealth's  aim is to  achieve  breakeven  in 2008 and to be  profitable
thereafter.

Following the transfer of the protection  business to the joint venture,  the UK
operations  will be structured  into three  business  units:  Wholesale,  Retail
Retirement and Mature Life and Pensions.

The strategy in wholesale  retirement  income is to  participate  selectively in
bulk and back book buyouts, where Prudential UK is able to win business based on
its financial strength, operational capability and superior track record as well
as its extensive annuitant mortality risk assessment capabilities. Prudential UK
will maintain a strict focus on value,  only  participating in transactions that
generate an  acceptable  rate of return.  In  addition,  Prudential  UK provides
pension  management  services  (including full or partial  buyouts) to corporate
clients  looking to manage or close  pension  deficits in  cost-efficient  ways.
While there is currently limited activity in this market, Prudential UK believes
opportunities will arise to help corporate clients manage significant amounts of
pension assets, which are non-core to their operations.

Retail  Retirement will focus on savings and income for those customers  nearing
or in retirement.  Retirement  income will drive  profitable  growth in the core
annuities  business,  building on the significant  pipeline of vestings business
over the next 30 years from maturing  policies in its  individual  and corporate
pensions  books.  This is enhanced by a number of  strategic  partnerships  with
third parties, where Prudential UK is the default annuity provider for customers
vesting  their pension at the point of  retirement.  The portfolio of retirement
products also includes  equity release  products to provide more  flexibility to
customers with assets invested in property.

Prudential  UK has exited the  unprofitable  front end  commission  markets  for
individual  pensions and will transition  from front end commission  unit-linked
bonds,  particularly  moving away from those areas of low persistency.  Instead,
Prudential  UK will focus on new low risk  multi-asset  products  which  utilise
Prudential  UK's  strengths in asset  allocation  and use 'factory gate pricing'
(negotiated  between  customer and adviser with separate  advice  costs).  These
products  will target the  significant  number of retail  investors  approaching
retirement who have  substantial  assets outside  personal or corporate  pension
plans, or have investments in poorly  performing  funds,  and require  inflation
protection.

Prudential UK remains  committed to the corporate  pensions market but will move
to a tighter focus on larger  schemes with better than average  persistency  and
undertake a cost reduction programme.  Together these are expected to deliver an
IRR of 14 per cent by 2009. The corporate  pensions book is an important  source
of vestings for the retail annuity business.

Prudential  UK will continue to deliver  embedded  value through the Mature Life
and Pensions  Business.  It has an  aggressive  target to reduce per policy unit
processing  costs and is evaluating the best route for achieving this which will
include one or all of internal cost cutting, further off-shoring or outsourcing.

Prudential  UK  distributes  products  through  both  direct  and  intermediated
channels.  The direct channel will focus on capturing  internal  pension vesting
business  and  Prudential   UK's  equity   release   product  via  a  specialist
face-to-face direct  sales-force.  The indirect channel will distribute products
through retail  intermediaries,  strategic partners and through Employee Benefit
Consultants  ('EBCs')  and  consulting   actuaries.   Participation  within  the
intermediary  market will be selective,  targeting  those  advisers who focus on
value and building client relationships.

Prudential  UK  continues  to  investigate  the  opportunity  for wrap  platform
development  and views this as an integral  component to ensure future access to
distribution. Any involvement is likely to be in partnership with a third party.


2. Current year initiatives

Over the course of 2006,  Prudential UK has continued to deliver  innovative new
solutions to the market building on the award-winning  launches of PruHealth and
the Property  Value  Release  Plan,  Prudential's  equity  release  product,  in
previous years.

The new Flexible Protection Plan was launched in July 2006 to the Direct channel
and to a limited group of intermediaries  specialising in the protection market.
This innovative  protection  product is designed to pay critical serious illness
claimants earlier and more often than traditional  protection  products with, on
average,  four times as many serious  illnesses  covered.  Payments are based on
severity  levels and multiple  claims for the same illness or new  illnesses are
possible.  Early results have been  encouraging  and as a result the product was
rolled out nationally in February 2007 and is expected to be  incorporated  into
the Discovery joint venture during 2007.

Towards  the end of  2006,  Prudential  UK  received  4 stars in both the Life &
Pension Providers  category and the Investment  Providers & Packages category at
the FT Financial Adviser Practiv Services Awards. In addition, Prudential UK was
ranked number 1 for service in the Life & Pension Annuities sector. These awards
are widely  recognised  throughout the industry as independent  recognition of a
provider's proposition, as they are voted on by intermediary financial advisers,
who base the ratings on the level of service they receive from providers for new
business processing, central processing, product support and commission payment.

Prudential UK's strength in retirement provision continued to be well recognised
as it won the Moneywise  Best Annuity  Provider Award for the third year running
and was awarded the best lifetime  mortgage  provider at the 2006 Equity Release
Awards for the Property Value Release Plan, together with awards from Moneyfacts
and Mortgage Strategy.

In relation to its externally sourced annuity business, Prudential UK has signed
further partnership  agreements in 2006,  including with Royal London which came
into effect in September. This agreement allows Prudential UK to provide annuity
quotes  to  all  Royal  London  customers  with  maturing  pensions  which  were
originally  written  under  various  brands  within the Royal London  Group.  In
addition,  Prudential UK signed an exclusive 5-year agreement with  Threadneedle
as their  supplier of annuities  for their  Stakeholder  scheme,  along with any
future defined  contribution schemes that Threadneedle  acquires.  This is a new
area for Prudential UK that builds on its  experience in providing  annuities to
the  customers of life  insurance  companies.  With the future growth in defined
contribution  schemes  within the UK,  Prudential UK expects more  agreements of
this type.

Prudential UK and Save & Prosper have also signed a direct  marketing  agreement
under which Save & Prosper will offer Prudential's  conventional annuity product
on an exclusive  basis to customers with maturing Save & Prosper  pensions.  The
agreement is expected to take effect from mid-2007 and will run for five years.

Prudential  UK's  financial  strength  and  continuing   outstanding  life  fund
investment returns have been well received by both customers and advisers having
a positive impact on with-profits  product sales.  Prudential UK has also signed
new distribution  agreements with National Australia Bank Group and Openwork for
PruFund, Prudential UK's unitised and smoothed investment plan.


3. Financial results and performance

Prudential UK delivered a strong retail  performance in 2006. Total APE sales of
GBP900 million  increased 1 per cent on 2005 and there was a 9 per cent increase
in NBP to GBP266 million,  reflecting the  significant  increase in new business
margin from 27 per cent to 30 per cent.  This  demonstrated  the benefits of the
selective participation strategy focusing on value pursued throughout 2006.

This  performance  was  driven by  underlying  growth in the UK retail  business
(excludes credit life, bulks and back books):

-  Retail APE sales of GBP688 million were 14 per cent higher than 2005
   (GBP605 million);

-  Retail NBP of GBP190 million was 67 per cent higher than 2005
   (GBP114 million);    and

-  Retail New business margin has increased to 28 per cent (2005: 19 per cent).

The Retail life and pensions sales  performance  was primarily  driven by strong
individual  annuity volumes,  where Prudential UK has a 24 per cent market share
(source:  Association of British  Insurers),  together with  increased  sales of
with-profits  bonds and offshore bonds. These increases were offset by a decline
in unit-linked bonds, protection and DWP rebate business.

Individual  annuity  sales grew by 22 per cent to GBP271  million as the annuity
market  experienced  increased activity in the second half of 2006 following the
removal of  uncertainty  around  A-Day  pension  changes.  Sales volume has been
driven  primarily  by  the  continued   strength  of  internal  vestings  (which
contributed  around 50 per cent of individual  annuity sales)  together with the
cumulative benefit of partnership deals signed in previous years.

Individual  annuity sales were also boosted by sales of  with-profits  annuities
where sales have more than doubled to GBP37 million  compared with 2005, and are
expected to increase.  From  February  2007,  customers  are able to start using
their Protected Rights Funds to buy with-profits annuities.  This new feature is
the first of its type and  allows  customers  to  combine  100 per cent of their
pension  into  an  asset-backed  annuity  without  having  to buy  two  separate
annuities. Protected Rights is a term used to describe the funds held in a money
purchase scheme derived from National Insurance rebates for those who contracted
out of the State  Earnings  Related  Pension Scheme (which was replaced by State
Second Pension).

With-profits   sales  were  supported  by  the  excellent   with-profits   bonus
announcements  in 2006,  in respect of 2005,  which were well  received  by both
customers and advisers. This was reflected in APE sales of with-profits bonds up
44 per cent to GBP26 million.

Corporate  pension APE sales increased 23 per cent due in part to the continuing
shift from defined benefit to defined  contribution pension schemes but also due
to the impact of A-Day. The sales upturn is also a reflection of Prudential UK's
re-engineered  and improved  account  management  capability,  where the company
works in partnership  with the major Employee  Benefit  Consultants.  Individual
pension  APE  sales  increased  3 per cent to  GBP35  million  due to  increased
activity following A-Day.

PruHealth continues to grow strongly with full-year gross written premiums (GWP)
up 300 per cent at GBP36 million (2005: GBP9 million). GWP from new lives (which
is  equivalent  to new business  APE) was GBP28  million.  Contributing  to this
growth  is the  number  of  companies  adopting  PruHealth  for  their  employee
healthcare  schemes,  including the British Airways voluntary scheme,  Smith and
Nephew and Norton Rose.

In the  wholesale  market,  bulks and back book  business  APE volumes of GBP143
million were 70 per cent of those achieved in 2005. This reflected the selective
participation  strategy  undertaken  by  Prudential  UK to  ensure  margins  and
profitability were maintained in a period when the market experienced  increased
competition.

Prudential  UK completed  two  significant  back book  transactions  in 2006. In
January,  it reached agreement with Royal London to acquire the portfolio of in-
payment pension annuities that had been written primarily under the Royal London
brand, but which also included some annuities written under the Refuge Assurance
brand.  The  transaction  generated  premium  income of GBP66  million on an APE
basis.  In June,  Prudential  Assurance  Company  (PAC)  agreed to reinsure  the
non-profit   immediate  pension  annuity  portfolio  of  the  Scottish  Amicable
Insurance  Fund (SAIF) to  Prudential  Retirement  Income Ltd (PRIL).  SAIF is a
closed  sub-fund  established  by a  court-approved  Scheme  of  Arrangement  in
September 1997, in which Prudential  shareholders have no economic interest.  It
contains a large proportion of the business  originally  written by the Scottish
Amicable Life Assurance  Society that was acquired by PAC in September 1997. The
reinsurance premium for this transaction was GBP56 million on an APE basis.

In December,  Prudential UK reached agreement with Save & Prosper to acquire its
portfolio of in-payment pension annuities.  The book covers approximately 16,900
policies (weighted average age 72) with assets of around GBP135 million (GBP13.5
million  APE).  During  2007,  the  intention is for these  annuity  policies to
transfer to  Prudential,  subject to legal and  regulatory  approvals,  at which
point  Prudential  will take over direct  responsibility  for the payment of all
annuitants.

Total credit life APE sales of GBP69  million  generated NBP of GBP26 million in
2006 (GBP83 million and GBP35 million  respectively in 2005).  Credit life sales
reduced in 2006 and will  continue  to do so in 2007 as  Prudential  UK's credit
life  contract  with Lloyds TSB,  which in 2006  contributed  APE sales of GBP63
million  and NBP of GBP20  million,  has not been  renewed.  Prudential  UK will
continue to  participate  in the credit life market,  pricing on a  case-by-case
basis.

In 2002,  Prudential UK  transferred  its UK personal  lines  general  insurance
business to  Winterthur,  forming a strategic  alliance with  Churchill to offer
Prudential-branded  general insurance  products for which Prudential  receives a
commission  payment  that has been  offset  against an advance  payment  made by
Winterthur  at  completion  resulting  in a net  payment to  Prudential  of GBP4
million in 2006. From 2008, under the terms of the contractual arrangement,  the
advance  payment  will have been fully  offset  therefore  the UK is expected to
receive  approximately  GBP30  million  a year  from  the  commission  payments,
although this will depend on the new business volumes and persistency rates.

Prudential  UK  allocates  shareholder  capital to support new  business  growth
across a wide range of products in the UK. The weighted  average post-tax IRR on
the capital  allocated to new business growth in the UK in 2006 was 15 per cent,
up by 1 percentage point from that achieved in 2005.

The NBP increased 9 per cent to GBP266 million, primarily reflecting an increase
in  margin  from 27 per cent in 2005 to 30 per cent in 2006.  This  reflects  an
increase in profitability within the retail business, where the margin increased
significantly,  driven principally by individual annuities offset by a change in
business mix following the lower sales of more profitable bulk annuities, credit
life business and DWP rebates.

EEV basis  operating  profit based on longer-term  investment  returns of GBP686
million,  before  restructuring  costs of GBP34 million,  were up 61 per cent on
2005.  The in-force  operating  profit of GBP420  million was up 129 per cent on
2005,  due to the increase in profits  arising from the unwind of discount  from
the in-force book  (reflecting  an increase in the risk discount  rates together
with an increased  opening embedded value);  and because there were no operating
assumption  changes  required in 2006,  in  comparison  to 2005 when a charge of
GBP148 million was made in respect of persistency.

Other charges of GBP110 million  include GBP32 million of costs  associated with
product and distribution  development and complying with regulatory requirements
including Sarbanes-Oxley; GBP9 million negative persistency experience variance;
GBP14  million  for an annual fee paid by the  shareholder  business  to the PAC
with-profits  sub-fund  for  the use of the  Prudential  and  Scottish  Amicable
trademarks;  GBP16 million in respect of the tariff arrangement with SAIF, which
is to be  renegotiated  in 2007;  GBP26  million for tax related items and GBP13
million in relation other items.

Prudential  continues  to manage  actively the  retention of the in-force  book.
During 2006 Prudential saw surrenders within its personal pension and DWP rebate
business run ahead of assumptions  following A-Day resulting in a small negative
experience  variance.  All  other  lines  of  business  performed  in line  with
assumptions.

IFRS operating profit before  restructuring  costs of GBP31 million increased 25
per cent to GBP500  million in 2006.  This  reflects a 22 per cent  increase  in
profits  attributable to the with-profits  business,  which  contributed  GBP368
million  reflecting the strong  investment  performance of the Life-Fund and its
impact on terminal  bonuses.  In  addition,  the result  benefited  from a GBP46
million positive impact of changes in FSA reserving  requirements for protection
and unit-linked products.


4. Outlook and forthcoming objectives

While Prudential's retail APE sales volume growth may fall in the short term, as
it  refocuses  its  retirement  savings  products,  Prudential  expects  the  UK
financial  services  environment  to remain  favourable,  and expects to achieve
growth in line with the market (5 to 10 per cent) over the next five years.

Prudential UK will continue to focus on profitable  opportunities  which deliver
capital-efficient returns and will seek to maintain an aggregate 14 per cent IRR
on new business.  It will  continue to pursue  profitable  opportunities  in its
chosen product areas and distribution channels in 2007.

As  previously  announced,  Prudential  UK has targeted  GBP150  million of cost
savings by 2008 through the integration of Egg and other shareholder cost saving
initiatives  at a cost of GBP110  million.  Of these  target  savings and costs,
GBP35  million and GBP25  million  respectively  were due to be realised by Egg.
Following the sale, the revised target savings for Prudential is GBP115 million.
Prudential UK has,  however,  identified  further cost saving  initiatives which
result in target  cost  savings for the UK business  being  increased  to GBP195
million, to be achieved by 2010. The savings when achieved, net of restructuring
costs,  will  result in a small  positive  assumption  change  on an EEV  basis,
estimated to be around GBP60 million.  The cost savings will be achieved through
a combination of internal cost saving,  further off-shoring or outsourcing.  The
work of approximately 3,000 people in the customer service,  customer operations
and  information  technology  areas  will be in the core  scope of this  review.
Prudential  will comply with its legal  obligations  to consult  with unions and
employee  representatives  in  relation  to these  proposals.  The total cost of
achieving the GBP195  million of savings is expected to be up to GBP165  million
and will depend upon the final detail of the cost reduction programme.

In connection  with the sale of Egg,  outline terms of a distribution  agreement
have been agreed in principle with Citi through which Prudential UK will provide
life and pension products to Egg's customers for a five-year period.  Prudential
UK sees Egg's  direct  distribution  capacity  and  access to its three  million
customers  as  powerful  strategic  assets,  and this  agreement  enables  it to
preserve these benefits while reducing the risk to its balance sheet.


United States


                                                                      CER                        RER
                                                        2006         2005        Change         2005     Change
                                                        GBPm         GBPm             %         GBPm          %

                                                                                             
APE sales                                                614          508           21%          515        19%
NBP                                                      259          208           25%          211        23%
NBP margin (% APE)                                       42%          41%                        41%
NBP margin (% PVNBP)                                    4.2%         4.1%                       4.1%
Total EEV basis operating profit*                        718          745          (4%)          755       (5%)
Total IFRS operating profit*                             408          358           14%          362        13%
*Based on longer-term investment returns.



1. Market review and summary of strategy

The United States is the largest retirement savings market in the world, with 67
per cent, or US$12.9 trillion,  of the world's retirement assets concentrated in
the US at the end of 2005  (Source:  Cerulli  Associates).  As 78  million  baby
boomers  (source:  US Census  Bureau),  born  between  1946 and  1964,  approach
retirement age, the aging demographics of the US are expected to increase annual
retirement  distributions  to more  than  US$1  trillion  per year by 2012.  The
combination  of  increasing  average  life  expectancy  and  decreasing  average
retirement  age  in  the US is  leading  to an  increase  in  the  average  time
individuals will spend in retirement.  At the same time, the  responsibility for
providing income during  retirement  continues to shift away from  institutions,
such as government and employers,  toward  individuals.  These changes,  coupled
with  historically  low savings  rates in the US, have resulted in an increasing
risk that individuals' finances will be insufficient to cover the cost of living
through  retirement.  These  consumers will have a growing need for  independent
financial advice and increasingly seek guarantees and longevity protections from
the financial products they purchase.

Despite  favourable  demographics,  US life insurers face  challenges  from both
within and outside the industry.  The US life insurance  industry remains highly
fragmented - the  combination of all annuity  companies  ranked below the top 20
annuity  sellers  have  more  than  twice the  market  share of the top  annuity
provider  (Source:  LIMRA) and  competition  for  market  share is  expected  to
intensify.  In addition to  competing  against  each other,  life  insurers  are
increasingly  competing with other financial services  providers,  in particular
mutual fund companies and banks, for a share of retirement savings assets in the
US. Sales of annuities in the career  agency  distribution  channel  continue to
decline to the benefit of  independent  agents/broker-dealers  due to increasing
costs  and  regulatory  burdens,  as well  as a  growing  pool of  sophisticated
investors increasingly seeking more independent investment advice.

The US insurance industry faces continued regulatory scrutiny, particularly with
respect to index and variable  annuity  products.  The National  Association  of
Securities Dealers Inc. (NASD) has issued guidelines  requesting that its member
firms  provide  stricter  supervision  of  the  marketing  and  sales  of  index
annuities.  In the  variable  annuity  market,  regulators  continue to focus on
product  suitability  in  an  effort  to  ensure  that  the  products  are  sold
appropriately  to customers.  There has also been regulatory  pressure to reduce
fees and costs associated with variable  annuities,  which has increased advisor
demand for providers to manufacture low-cost variable annuity options.

Companies with quality distribution relationships,  strong product manufacturing
and  below-industry-average  cost  structures  are well  positioned  to  compete
effectively and continue to grow profitably.  Significant  convergence in the US
financial  services  industry  has yet to occur.  As noted,  the market  remains
fragmented  with more  business  being  consolidated  organically  among  market
participants with significant scale and sophisticated risk management functions.

During 2006 and 2005,  the S&P index  increased  13.6 per cent and 3.0 per cent,
respectively,  increasing the  attractiveness  of products  providing  access to
equity based returns.  During the same periods,  interest rates trended  upward.
However,  the short end of the yield curve rose more  dramatically than the long
end of the curve,  resulting in a flat to inverted yield curve.  This,  combined
with low spreads over Treasury  bonds,  created a difficult  environment for the
sale of properly priced fixed annuities.

Jackson  provides  retirement  income  and  savings  solutions  in the  mass and
mass-affluent  segments of the US market,  primarily to near- and post-retirees.
It offers  tools that help people plan for their  retirement,  and  manufactures
products with specialised  features and guarantees to meet customers'  needs. By
seeking to add value to both the representatives who sell Jackson products,  and
to their  customers,  Jackson has built a strong  position in the US  retirement
savings and income market with the  fastest-growing  variable annuity  franchise
measured  by new sales  growth  during the past four years  (Source:  VARDS) and
top-10  sales  rankings  in fixed index  annuities  and  individual  traditional
deferred fixed annuities (Source: LIMRA).

Jackson's   primary  focus  is  manufacturing   high-margin,   capital-efficient
products,   such  as  variable  annuities,   and  marketing  these  products  to
advice-based  channels  through its  relationship-based  distribution  model. In
developing  new  product  offerings,  Jackson  leverages  a  low-cost,  flexible
technology platform to manufacture innovative, customisable products that can be
brought to the market  quickly.  In 2006, 81 per cent of Jackson's  retail sales
were from products and features developed and launched in 2006 and 2005.

Jackson's product  offerings include variable,  fixed and fixed index annuities,
as well as life insurance and institutional products. Jackson's annuity products
are  long-term   personal   retirement   products,   which  offer   tax-deferred
accumulation on the funds invested until proceeds are withdrawn from the policy.
Fixed  annuities  offer  customers  a  guarantee  of  principal  and  a  minimum
guaranteed  rate of return on their  deposits.  Fixed index annuities also offer
these  features,  but vary from fixed annuities in that they offer the potential
for additional  interest to be credited based upon the  performance of an equity
index over a specified  period.  Variable annuity products differ from the fixed
annuity  products  in that the  returns to the  customer  will  depend  upon the
performance  of  the  underlying  fund  portfolio.  Jackson's  variable  annuity
products  offer  a range  of  protection  options,  such as  death,  income  and
withdrawal  benefits,  which are priced  separately  by the  company  and can be
elected by customers  according to their individual  needs.  Jackson manages its
exposure to equity market movements through a comprehensive hedging program.

Due to the increasing complexity of the retirement savings and income market and
broad array of financial products being brought to market,  professional  advice
is vital for  customers to  understand  the choices  available  and to determine
which products are best for their  particular  financial  situation.  Therefore,
Jackson primarily markets its retail products through advice-based  distribution
channels,   including  independent  agents,   independent  broker-dealer  firms,
regional broker-dealers,  banks and registered investment advisors. Beginning in
2005,  Jackson  also began  marketing  products  through its  captive  insurance
agency, acquired through the purchase of Life of Georgia (LOG).

Jackson   supports  its  network  of   independent   agents  and  advisors  with
award-winning marketing support and award-winning customer service. In 2006, the
Service Quality Measurement Group recognised Jackson with a World Class Customer
Satisfaction Award, and Jackson's marketing campaigns won awards for achievement
in graphic  design,  editorial  content and overall  communications  excellence.
Jackson  complements  its  award-winning  marketing  and  customer  service with
value-added services such as the Seminar Systems Unit, which helps advisors host
educational  seminars for clients on a variety of financial  planning topics. In
addition,  Jackson recently launched the Retirement and Wealth Strategies Group,
a unit dedicated to helping  advisors  better  address their  clients'  evolving
retirement planning needs.

By manufacturing and distributing a broad suite of platform-based  products that
can be tailored to an individual customer's needs, Jackson has positioned itself
to  compete  effectively  in all  phases of the  business  cycle  based upon the
quality and value of the products  and  services it provides,  rather than price
alone.

Jackson's institutional products division markets institutional products such as
traditional  Guaranteed  Investment  Contracts  (GICs),  Funding  Agreements and
Medium Term Note (MTN) funding agreements. Jackson distributes its institutional
products  directly to investors,  through  investment  banks or through  funding
agreement brokers. This is a market in which Jackson continues to participate on
an opportunistic basis.

In early 2003,  Jackson entered the registered  investment  advisor channel with
the launch of Curian Capital.  Curian provides innovative  fee-based  separately
managed  accounts and investment  products to advisors  through a  sophisticated
technology platform.

In 1998,  Jackson  launched the National  Planning  Holdings  (NPH)  independent
broker-dealer network with the formation of National Planning Corporation. Since
its formation, NPH has grown through acquisitions to comprise four broker-dealer
firms:  INVEST  Financial,  Investment  Centers of  America,  National  Planning
Corporation,  and SII Investments.  By leveraging  technology,  NPH provides its
advisors with the tools they need to operate their  practices more  efficiently.
Through its relationship with NPH, Jackson has gained an important  distribution
outlet,  plus invaluable  insight into the needs of financial advisors and their
clients.

Jackson's focus on current retirees and those approaching  retirement age is not
unique among US financial institutions. As a result, competition in this segment
is  expected  to  continue  as the Baby  Boomer  generation  retires  and  their
retirement savings assets are moved from  pre-retirement  accumulation  accounts
into  post-retirement  income  accounts.  Jackson  believes that its specialised
product  offerings,   advice-based   distribution   model,   sophisticated  risk
management function and low cost structure will offer a significant  competitive
advantage.

As   competition   and  regulatory   challenges   intensify,   Jackson   expects
consolidation  within the  industry  to  continue  at a measured  pace.  Further
consolidation will provide an excellent  opportunity for Jackson to leverage its
efficient  information  technology platform and cost effective business model as
an aggregator of annuity and life  portfolios,  as  demonstrated  with Jackson's
acquisition and integration of LOG in 2005.



2. Current year initiatives

Jackson's  focus on maximising  its  opportunities  in the evolving US market is
embedded in the development of current and future strategic  initiatives.  These
goals include a continued  expansion of Jackson's  share of the US annuities and
retail asset management markets.

Expansion  of  Jackson's  share  of the US  annuities  market  will  be  largely
contingent  on continued  expansion of existing  product  offerings,  additional
growth in new and existing distribution  channels and opportunistic  acquisition
activity.

Innovation in product  design and speed to market  continue to be key drivers of
Jackson's competitiveness. In January, Jackson added a 5 per cent annual benefit
increase option to its popular lifetime  guaranteed minimum withdrawal  benefits
(GMWBs).  In February  2006,  the company  launched two new fixed index  annuity
contracts,  Elite Choice and Elite Choice Rewards,  which expanded the number of
FIA products Jackson offers to five. In May, Jackson added five new GMWB options
that provide contract  holders with a guaranteed  return of premium and lifetime
income. Additionally, Jackson expanded its variable annuity fund offering during
the year.

In the  near-term,  Jackson's  product  development  strategy  includes  further
enhancement  of its  variable  annuity  offerings  and the  introduction  of new
guarantees, including a Guaranteed Minimum Accumulation Benefit (GMAB). In early
2007,  Jackson  launched a  simplified  retirement  annuity that will serve as a
low-cost option for financial  advisors who are currently not  participating  in
the variable  annuity market.  Additionally,  Jackson  launched its first set of
retail  mutual funds for  distribution  by existing  wholesalers.  Jackson's new
mutual  funds are  marketed  as an  additional  option  for  financial  advisors
currently selling variable annuity products.

Jackson will continue to build its relationship-based  distribution advantage in
the advice-based  channels and explore  additional  distribution  opportunities,
including  expansion into the wirehouse  channel,  as evidenced by the company's
recently announced distribution agreement with UBS.

Jackson's organizational  flexibility and excellence in execution,  coupled with
its  product  innovation,  successful  distribution  model  and  strong  service
offering, increased Jackson's share of the US variable annuity market to 4.6 per
cent in 2006 (VARDS),  up from 3.6 per cent in 2005.  Jackson also increased its
share of variable annuity sales through the independent broker-dealer channel to
10.8 per cent at the end of 2006, up from 9.2 per cent at the end of 2005.

Jackson continues to seek opportunities to deploy capital through opportunistic,
value-creating  acquisitions.  Jackson  demonstrated  its ability to efficiently
consolidate  annuity and life  portfolios  by meeting or  exceeding  performance
targets during the completion of its acquisition of LOG. Jackson integrated more
than  1.5  million  policies  onto  its  platform  within  eight  months  of the
acquisition date. The IRR on the acquisition of LOG exceeded 13 per cent and the
purchase resulted in a gain of US$8.9 million (GBP4.8 million) as the net assets
acquired exceeded the purchase price paid.

Jackson's  continued  expansion in the US retail asset management market will be
led by the efforts of its independent  broker-dealer  network,  NPH, and Curian.
NPH was ranked the seventh largest independent  broker-dealer  network in the US
(source:  Investment News magazine) and generated  nearly US$12 billion in gross
product sales and nearly US$500 million in revenues in 2006. Curian continues to
be one of the fastest growing  third-party  separately managed account platforms
in the US, with assets under  management  of US$2.4  billion at the end of 2006.
Curian is expected to continue  expansion of its product  offerings  and further
improve efficiencies through planned improvements to its core technology system.
Curian  also  continues  to  expand  its  distribution  relationships  with  key
financial  institutions,  as evidenced in recently announced agreements with AIG
and Commonwealth Financial Group.


3. Financial results and performance

Jackson  has  a  diversified   earnings  base  derived  from  spread,   fee  and
underwriting  income.  Through  strong growth in its variable  annuity  business
during 2006, Jackson increased the share of revenue received from fee income and
further  diversified  its  revenue  streams.   Underwriting  revenue  from  life
insurance  provides  Jackson with stable cash flows to balance the volatility of
cash flows from fixed  annuities,  thereby  providing  the  company  with a more
stable earnings base and greater flexibility in how assets are invested.

Jackson  achieved record APE sales of GBP614 million in 2006,  representing a 21
per  cent  increase  on 2005,  driven  by  strong  growth  in sales of  variable
annuities.  On a PVNBP basis, new business sales were GBP6.1 billion. Retail APE
sales in 2006 of GBP524  million  were up 27 per cent.  APE sales in the  fourth
quarter  of 2006 were  GBP147  million,  up 43 per cent  compared  to the fourth
quarter of 2005.

Jackson delivered record variable annuity sales in 2006 of GBP3.8 billion, up 48
per cent on last year. This reflects its distinct  competitive  advantages of an
innovative product offering,  an efficient and flexible technology  platform,  a
relationship-driven  distribution  model and  award-winning  service.  Jackson's
sales  result was  achieved  in a market that grew 18 per cent  year-on-year  in
2006.

Entry spreads for fixed annuities continued to be challenging during 2006, which
limited the attractiveness of the market to Jackson.  APE sales of GBP69 million
were down 12 per cent on the same period in 2005.

Fixed index annuity sales  continued to be affected by the uncertain  regulatory
environment in the US. APE sales of GBP55 million were 10 per cent down on 2005.
Jackson's market share in 2006 was 3.7 per cent, compared to 3.8 per cent in the
prior year.

Institutional APE sales of GBP90 million were down 8 per cent from 2005. Jackson
participates in this market on an opportunistic basis.

EEV basis NBP of GBP259 million was 24 per cent above the prior year, reflecting
both a 21 per cent  increase  in APE sales and an increase in margin from 41 per
cent to 42 per cent year on year.  The increase in margin  reflects a favourable
business  mix,  economic  assumption  changes,  and  positive  effects  from the
increase  in  election of high  margin  guaranteed  benefit  options on variable
annuity contracts, offset by more prudent operating assumptions.

The variable annuity new business margin decreased  slightly from 50 per cent in
2005 to 49 per cent in 2006. The fall in margin  primarily  reflects  changes in
assumptions  for  expenses  and  utilisation  of  lifetime   guaranteed  minimum
withdrawal benefits, offset by economic assumption changes and a more favourable
mix due to the increased election of guaranteed minimum withdrawal benefits.

The fixed  annuity  new  business  margin  fell from 23  percent  to 16 per cent
reflecting  changes to expense and cash withdrawal  assumptions partly offset by
economic assumption changes.

The new business  margin on  institutional  business  improved due to the larger
average duration contracts written during 2006.

The average IRR on new business was 18 per cent compared to 15 per cent in 2005.

While  product IRRs are  generally  in line with  returns  reported for 2005 new
business,  the  aggregate  returns  are  higher  due to a larger  proportion  of
variable  annuity sales in 2006 (64 per cent) as compared to 2005 (52 per cent).
For variable annuities, the IRR has increased to 25 per cent in 2006 from 24 per
cent last year due to higher  interest  rates and  therefore  a higher  separate
account return assumption.

Total EEV  basis  operating  profit  for  Jackson  for 2006 was  GBP708  million
compared  to GBP731  million in the prior year.  In-force  EEV profits of GBP449
million  were 14 per cent below prior year profit of GBP523  million,  primarily
reflecting the inclusion in 2005 of an operating  assumption  change relating to
price increases introduced on two older books of term life business representing
GBP140  million.  This was partially  offset by an increase in the unwind of the
in-force business during 2006 as a result of a higher opening embedded value and
a  higher  risk  discount  rate as  long-term  interest  rates  increased.  On a
normalised basis, the EEV basis operating profit was up by 19 per cent.  One-off
items affecting the spread income variance totalled GBP46 million.

The growth in IFRS operating  profit for total US operations of 14 per cent from
the prior year to GBP408  million  primarily  reflects  an  increase  in fee and
spread income over 2005. The improved  spread income  primarily  reflects higher
net average  invested  assets.  Higher fee income was primarily driven by higher
separate  account  assets  given the growth in variable  annuity  sales,  and an
improvement  in the average fees  generated from those assets given the increase
in election of high margin guaranteed optional benefits.  In 2006, spread income
included a number of  non-recurring  items including  mortgage  prepayment fees,
make-whole  payments and total return swap income which together represent GBP33
million  of  spread,  compared  to  GBP44  million  in  2005,  both  net  of DAC
amortisation.

At 31 December 2006, Jackson had more than US$74 billion (GBP38 billion) in GAAP
assets.  Of this total,  US$22 billion related to separate  account  assets,  an
increase  of  more  than  US$7  billion  compared  to  2005  year-end,   further
diversifying Jackson's earnings toward fee-based income.

NPH had a strong year with pretax  profits up 51 per cent to GBP6 million.  NPH,
which is a network of four independent  broker-dealers,  increased gross product
sales  through  the network to US$11.9  billion  (GBP6.5  million)  in 2006,  an
increase of 26 per cent over the prior year.  NPH has also  increased the number
of  registered  advisors in its network to more than 2,600 at year-end,  further
extending Jackson's footprint in broker-dealer distribution.

Curian  recorded  improved  results with pretax  losses of GBP8 million in 2006,
improving  from losses of GBP10  million in the prior year,  as it  continues to
build scale in assets under management.  At 31 December 2006, Curian Capital had
US$2.4 billion (GBP1.2 billion) of assets under management  compared with US$1.7
billion (GBP853 million at CER) at the same point in the prior year.

Jackson  continues  to  maintain  a  strong  capital  position  through  capital
conservation and strong  earnings.  At 31 December 2006,  Jackson's  capital was
well in excess of regulatory  requirements with sufficient  available capital to
fund future bolt-on  acquisitions.  During 2006,  Jackson  increased the capital
remittance to the Group to US$200 million,  with future increases  expected with
continued growth.


4. Outlook and forthcoming objectives

Jackson  continues to deliver growth in the attractive US market and has further
enhanced its competitive advantage in the variable annuity market,  offering the
product and service solutions that both customers and advisors desire.  With its
continued focus on product innovation, a proven relationship-based  distribution
model,  award-winning  service  and  excellence  in  execution,  Jackson is well
positioned  to  take  advantage  of  the  changing  demographics  and  resulting
opportunities in the US market.


Asia


                                                                           CER                     RER
                                                             2006         2005     Change         2005    Change
                                                             GBPm         GBPm          %         GBPm         %

                                                                                              
APE sales                                                     956          734        30%          731       31%
NBP                                                           514          418        23%          413       24%
NBP margin (% APE)                                            54%          57%                     56%
NBP margin (% PVNBP)                                        10.0%        10.3%                   10.2%
Total EEV basis operating profit*                             829          585        42%          576       44%
Total IFRS operating profit* **                               189          201       (6%)          195      (3%)
*Based on longer-term investment returns.
** Excluding fund management operations, development and Asia regional head office expenses



1.The Asian opportunity

Asia remains a very attractive  region for growth  opportunities due to its high
levels of economic  activity  translating into higher levels of personal wealth,
greater  disposable  incomes and a growing appetite for good quality  protection
and savings  products.  Within this  environment,  ageing  demographics are also
beginning to drive  increased  household  savings rates and an emerging need for
retirement solutions.

Within Asia,  each  country  typically  has  incumbent  life  insurers and asset
managers  and the  majority  of  market  share is  concentrated  in the top five
players.  For many years, these incumbents have used predominantly lower quality
tied agency distribution and life products have tended to be simple,  often with
some form of  guarantee  that may be based on  higher  interest  rates  than the
current prevailing ones.

The country markets within Asia are extremely  diverse and a 'one size fits all'
business model does not work. Regional players must accommodate different stages
of economic development,  varying cultures, multiple languages,  differing legal
and regulatory regimes and competitors with different  objectives and standards.
Joint venture with local companies is also mandated in some markets and there is
a limited pool of attractive partners.  Regional players such as Prudential have
had  considerable  success across  multiple Asian markets but, to date, this has
been the  exception  rather  than the rule with  local  players  tending to stay
within their markets and other international  players,  whilst successful in one
or two markets, have not developed their businesses across the region.

Opportunities  for  foreign  players to access the Asia  protection  and savings
markets have been increasing  steadily and regulators in the region are becoming
more accommodating regarding product and distribution innovation.  These include
unit-linked  products,  more  professional  non agency  channels  and  mandatory
licensing of agents.  Most notably,  the significant  markets of China and India
have greatly opened up within the last few years.

Despite the  increasing  opportunities  in Asia,  there are also  challenges  to
expansion. Experienced staff and agents are very much in demand, particularly in
markets  such as China and India  where the  rapid  growth of the  industry  has
resulted  in  limited  pools  of  resources.  There is also  the  potential  for
miss-selling  where  there  can often be a  difference  between  the  customer's
perception  of product  features and the reality which may take several years to
become apparent. These challenges can be exacerbated by a media that is becoming
more consumer focused as de-regulation continues.

During 2006,  economic  activity in the region remained strong and equity market
performance  was robust.  We anticipate the Asian  economic  outlook will remain
strong with domestic  demand and foreign  investment and capital inflow expected
to increase, resulting in average GDP growth across Asia being around 7 per cent
for the next few years.


2. Prudential's Asian strategy

Since 1994  Prudential  has  implemented  a strategy  designed to build an Asian
platform with the breadth and depth to deliver material  shareholder  value that
is sustainable  over the long term.  This strategy has been executed by securing
early access to  countries  with high  potential  customer  bases,  building and
professionalising   core  tied  agency  distribution  that  is  complemented  by
alternative  channels such as bank  partnerships,  launching  capital  efficient
consumer  orientated  products and supporting the entire  structure with a sharp
focus on excellent customer service.

Underpinning  the strategy is an investment in recruiting  and training with the
objective  of  retaining  the  best  people  in the  industry.  Prudential  also
continues  to leverage the  significant  advantages  from its well  respected UK
heritage  including a powerful  brand,  embodied by the Prudence icon,  over 150
years   experience  as  a  market  leader  and  the  governance  and  compliance
infrastructure associated with a leading international business.

Today, Prudential has life operations in 12 countries,  including joint ventures
with CITIC in China and ICICI in India.  Prudential  is a regional  force in the
life insurance and fund  management  business,  and, at 31 December 2006 had 7.2
million  customers  in Asia and  14,000  staff.  Brand  recognition  is high and
Prudential's customer centric delivery has been acknowledged through a number of
awards,  including 2nd most trusted life insurance and asset management brand in
India.  Life  insurance  new business APE has grown at a compound  annual growth
rate  (CAGR) of 22 per cent since  2001 and funds  under  management,  including
Prudential's  market  leading retail mutual fund business has grown at a CAGR of
25 per cent over the same period. For the first time this year, Asia also became
a net contributor of cash to the Group,  demonstrating  the growing scale of the
business.


3. Business priorities

An ongoing priority for Prudential is to continue building distribution to drive
growth. The agency strategy is tailored to each market,  with the more developed
markets  typically  focussed  on  enhancing  agency  productivity  and the newer
markets  emphasising  increased  distribution  reach  through  growth  in  agent
numbers.  In China and  India  particularly  this  means  increasing  geographic
coverage through entering new cities and opening more branches.

2006  was a very  successful  year  for the  agency  distribution  channel  with
year-end 2006 agent numbers increasing by 114,000 in India,  11,000 in Indonesia
and 5,000 in China  compared to 2005.  Agency  productivity  measured by APE per
average  agent also improved  strongly  during the year with  Prudential's  more
developed markets of Singapore,  Hong Kong and Malaysia all showing double digit
improvement over 2005 of 23 per cent, 30 per cent and 32 per cent, respectively.

Distribution from non-agency  channels also grew strongly in 2006. Strong growth
from bank  distribution  included  record new  business  volumes  from  Standard
Chartered Bank (SCB) in Hong Kong, an increasing proportion of new business from
ICICI  Bank in India  and  encouraging  growth  from  Maybank  and  Singpost  in
Singapore.  In addition,  a new direct  distribution  initiative,  PRUcall,  was
launched in Thailand during 2006, posting strong results to date.

Prudential's  product  strategy has been a key driver of its  success.  From the
outset,  the focus has been on predominantly  regular premium products  designed
and  targeted to meet  customer  needs.  In the more  emerging  markets  this is
illustrated  by the success of products that focus on providing for children and
their  education  such as  PRUkid  in  Vietnam.  However,  in an older  and more
developed market such as Korea,  retirement orientated unit linked products such
as PRUretire are proving popular.

Prudential  has led  product  innovation  in a number of markets  often  working
closely with the  regulators.  As a result,  Prudential has been first to market
with unit linked products in Singapore,  Malaysia, Taiwan, Indonesia, India, the
Philippines and Korea.  Unit-linked  products are now a well established part of
the overall  portfolio  generating 61 per cent of total new business APE in 2006
and,  within  the  regulatory  driven  investment  guidelines  in  each  market,
Prudential  continues  to expand the choice of  investment  funds  available  to
customers, including third-party funds in markets where it makes sense.

During 2006,  Prudential  launched a new  universal  life product in Malaysia to
give  customers  more  choice  and  in  India,   ICICI  Prudential   launched  a
ground-breaking  new diabetes care product.  Prudential  has also made its first
move into the  takaful  market by  forming a joint  venture  with Bank  Simpanan
Nasional (BSN) in Malaysia and  successfully  launching its first linked product
in November.

As a  result  of this  strategic  focus on  regular  premium  policies,  capital
efficient  linked products and the high  proportion of A&H riders,  new business
profit  margins as a percentage of weighted sales tend to be higher in Asia than
are seen elsewhere.

The focus on effective distribution and profitable life products has proven more
difficult  to  deliver  in  Japan.   Neither  tied  agency  nor  general  agency
distribution  were found to be  economically  viable  and,  whilst a  profitable
variable  annuity product has been approved by the  regulators,  it has not been
commercially  attractive when compared to some competitor products. The business
remains subscale and we continue to look for profitable growth  opportunities in
the market.

Further  demonstrating  the  benefits of scale that  Prudential  is beginning to
realise in Asia,  costs as a  proportion  of gross  written  premiums  have been
decreasing  steadily  from 16 per cent in 2002 to 11 per cent in 2006.  However,
continuing  to increase  efficiencies  through  greater  use of common  systems,
platforms and processes across the region and the Group remains a priority.

Prudential is committed to delivering material  shareholder value from its Asian
business and,  during 2006, a number of steps were taken to strengthen  the Asia
regional management team with Barry Stowe becoming the new CEO in November 2006.



Major market overviews


China

Prudential,  with its joint  venture  partner  CITIC,  continues to be very well
placed  amongst  the  foreign  players  establishing  themselves  in  this  very
attractive market. In 2006, CITIC-Prudential retained its position as the number
two foreign  player with new business APE growth of 56 per cent to GBP39 million
and continued to  successfully  implement  its strategy of geographic  expansion
receiving 6 new city licence awards from the regulators.

New business  profit  margins of 43 per cent remain  attractive  but as would be
expected,  the business is currently making IFRS losses and consuming capital as
it invests in new cities.  The  reduction  in margin from 51 per cent in 2005 is
primarily due to product mix and persistency assumption changes in 2006.


Hong Kong

The Hong Kong market grew  strongly  between 2000 and 2005 with a CAGR of 18 per
cent and Prudential has  consistently  outperformed the market with a CAGR of 22
per cent over the same period.  One reason for this is  Prudential's  successful
multi  channel  model while most of the top five players in the market choose to
focus on only one distribution channel. In 2006 55 per cent of distribution came
from agency and 45 per cent from bank distribution with SCB.

During 2006,  Hong Kong  successfully  focused on recruiting and training agents
with  average  agent  numbers  and  productivity  up 7 per cent and 15 per cent,
respectively.  Another  priority for the business is to continue  leveraging its
strong  partnership with SCB and new business APE from this channel increased by
32 per cent in 2006.

NBP  margins  on APE  increased  from 60 per  cent to 69 per  cent  during  2006
reflecting improving experience.  Hong Kong also generates material IFRS profits
and is a net remitter of capital to the Group.

As in Singapore and Korea, there are significant opportunities in the retirement
sector in Hong Kong and  Prudential  is well placed  with a  marketing  campaign
already underway.


India

Prudential's  strategy of working with top quality  joint  venture  partners has
been very successful in India, where  ICICI-Prudential  Life is the clear leader
amongst the private  sector  insurers and, with its 9 per cent market share,  is
really making headway.  This is a remarkable  achievement given it has only been
operating for six years.

As reflected by the over 280 new branches opened during the year and the 165 per
cent  increase in agent  numbers,  the strategy in India has been to build scale
rapidly.  Bancassurance  is also well  established in India and generated 27 per
cent  of  ICICI  -Prudential's  new  business  in  2006.  At  31  December  2006
ICICI-Prudential had 2.6 million policies in force.

Whilst  96 per cent of  India's  2006  new  business  is made up of unit  linked
products,  margins  are  lower  than in  other  Asian  markets.  This is  driven
primarily by relatively higher discount rates and more aggressive  pricing.  The
margin of 23 per cent in 2006 is lower  than the 29 per cent  reported  for 2005
primarily due to product mix and expense assumption changes.

Prudential's  ownership  of this  venture  is  capped at 26 per cent by law and,
although  there is much  speculation  that this limit may be increased to 49 per
cent in the  future,  there  is no firm  timetable  in  place.  Prudential  will
consider an increase  in its stake as and when this  becomes a feasible  option.
Resulting from the fast pace of expansion,  the business  currently makes a loss
under the IFRS basis and requires net capital injections.


Indonesia

Indonesia is a very  attractive  market with a population  of 240 million and an
increasingly  stable  and  productive  economy.  Prudential  is  already  a well
established  market leader and during 2006 has continued to aggressively  expand
its agency  distribution with numbers up 49 per cent in the year. In addition to
continuing  to expand the agency  force,  Indonesia is expected to begin working
with Citi in 2007 as announced at the time of the Egg sale.

In 1997, Prudential  successfully  introduced unit linked products in Indonesia,
which  now  account  for  virtually  all new  business  sold.  The  business  is
profitable  under the IFRS basis and  remitted  surplus  capital to the Group in
2006.


Japan

Prudential's  Japanese life insurance operation remains subscale,  although 2006
saw new business double. A review of opportunities in Japan is underway.


Korea

Prudential's  Korean life operation has an impressive growth track record with a
CAGR of 82 per cent since its  acquisition  in 2001 and is the  fastest  growing
company  in  the  industry.   This  has  resulted   primarily  from   successful
implementation of a multi channel  distribution and product innovation  strategy
that has differentiated Prudential from the market.

New business APE in 2006 of GBP218 million was driven principally by the tied
financial consultant channel (49 per cent) and the GA (broker) channel (38 per
cent). Bancassurance volumes are limited by regulatory constraints which
prescribe a maximum 25 per cent of banks' sales volume from any one life
insurer. This has negatively impacted bank distribution in Korea as Prudential
reached this limit early on in the year with all its major bank partners. Direct
distribution accounted for 5 per cent in 2006 and this reflects the more
competitive environment at present. In 2007 Prudential will continue building on
its advantaged distribution model, including new bank partnerships with Korea
Bank and Shinhan Bank.

Prudential Korea has benefited  significantly  from its innovative stance in the
retirement  space; and has been hugely  successful with its 'What's your Number'
campaign.

Whilst  lower than some other  markets,  new  business  profit  margins in Korea
remain  attractive at 35 per cent and are driven by the high  proportion of unit
linked products at 84 per cent of APE.

As a  result  of  its  rapid  growth,  investment  in  building  scale  and  the
comparatively  small size of the acquired in-force book, the business  currently
makes a loss  under the IFRS  basis and  receives  capital  injections  from the
Group.


Malaysia

Prudential  Malaysia had a  challenging  year in 2006 in part due to  regulatory
driven  changes on  illustrations  which  unsettled the  industry.  Against this
backdrop  Prudential  Malaysia was able to grow by 6 per cent.  Distribution  in
Malaysia  is  predominately   tied  agency  as  the  current  bank  distribution
regulations  limit  insurers to one bank partner.  In 2007 the focus in Malaysia
will be to continue  expanding the agency force and further  broaden the product
range with a universal life product.

For sometime  Prudential has seen the potential for takaful products in Malaysia
and in 2006 formed a takaful  joint  venture with BSN,  Prudential  BSN Takaful.
This launched in November and has started selling Shariah  compliant linked life
products through Prudential Malaysia's tied agency force.

Malaysia generates significant IFRS profits and makes material  contributions of
surplus capital to the Group.


Philippines

Although  it is a top 5 player in the  Philippines,  Prudential's  operation  is
small;  during 2007 a major revamp of the agency  channel and product  portfolio
will begin.


Singapore

Prudential is a leading  player in Singapore and, over the five year period 2001
to 2005, consistently outgrew the market.

During  2006  Prudential  Singapore  delivered  strong APE growth of 23 per cent
driven by its strategy of growing and  rejuvenating the agency force against the
industry  trend and  implementing a number of agency  productivity  initiatives,
including the  operationalisation of a sophisticated sales force automation tool
to simplify the application  process.  Third-party  distribution through Maybank
and Singpost is also beginning to make meaningful contributions to new business.

Prudential  Singapore  continues  to sell a  higher  proportion  of unit  linked
business than the market supported by the strategy of enhancing the fund range.

Given the size, longevity and quality of its in-force book, Singapore is a major
contributor to Prudential Corporation Asia's IRFS profits and generates material
surplus operating cash which is remitted back to the Group.

Looking ahead, growth opportunities in Singapore remain promising,  particularly
in the retirement space (both accumulation and drawn down).


Taiwan

Taiwan now has the highest life insurance penetration rate in the world measured
by premiums as a percentage  of GDP. To a large extent,  however,  this has been
driven by competitors launching low margin tactical products which capitalise on
the current low interest rate environment.  Prudential has deliberately  avoided
this tactic and its strategic  priority continues to be to position the business
for the  long-term  with  quality,  multi-channel  distribution  and  profitable
products.

2006 new business volumes decreased slightly compared to 2005 with agent numbers
reducing by 7 per cent  reflecting the focus on quality as  non-performers  were
terminated  There are also good  opportunities  for  bancassurance in Taiwan and
Prudential has 5 agreements in place with the intention to expand these further.

Prudential  continues to sell a higher  proportion of unit-linked  business than
the  market  and for 2006  this was 58 per cent  compared  to 39 per  cent.  NBP
margins at 55 per cent,  are up from 51 per cent in 2005, at RER,  primarily due
to product mix changes.

The Taiwan  business  continues  to receive  capital  support  from the Group to
maintain  solvency  resulting  from  current  negative  spread  on the back book
acquired in 1999.

During 2006  interest  rates did not increase  from their  current low levels as
expected, although the long term assumption remains that these will rise.

Looking ahead  priorities for the Taiwan life business  include  driving greater
rider attachments and direct marketing with A&H products.


Thailand

For  many  years,   Prudential   has  struggled  to  make  headway  with  agency
distribution  in  Thailand;  however,  during  2006 it launched a call centre in
support of its direct marketing operation.  Although still small, the results to
date have been very encouraging  contributing to new business APE growing 81 per
cent in 2006.


Vietnam

In Vietnam,  Prudential has retained its market leading  position but the market
continues to be depressed  following the initial post  liberalisation  boom. The
longer term potential remains excellent and Prudential  continues to develop and
build its agency distribution.


4. Financial results and performance

In financial terms, 2006 was another strong year. Prudential  Corporation Asia's
new business  APE grew by 30 per cent to GBP956  million.  New  business  profit
margins  remain robust at 54 per cent with the net 2 per cent change from 56 per
cent in 2005 at RER, principally attributed to higher proportion of new business
in the mix  from  lower  margin  geographies.  The  percentage  of  unit  linked
products,  which  are  more  capital  efficient,  remained  high at 64 per  cent
compared to 63 per cent in 2005.

Long-term EEV operating  profits of GBP829  million are up 42 per cent over 2005
and are principally  driven by new business  profits of GBP514 million and an 89
per cent  increase in in-force  profits,  from GBP167  million in 2005 to GBP315
million in 2006.  This  includes  the increase in unwind  across all  countries,
positive  operating  assumption  changes of GBP45 million together with positive
experience and other variances of GBP16 million.

Operating   assumption   changes  include  positive  mortality  and  persistency
assumption  changes  which are the net result of a number of small  movements in
countries across the region.  In addition there are positive expense  assumption
changes, primarily the result of uplifting the Prudential Asset Management (PAM)
profit assumptions across Asia.

Within experience variances, there is a positive persistency experience variance
which is the net result of a number of small  variances in countries  across the
region. There is negative expense experience in China and India, as expected, as
these operations expand rapidly.

Total EEV shareholders' funds at 31 December 2006 were GBP2.5 billion, up 28 per
cent on 31 December 2005.

IFRS  operating  profits  increased 11 per cent to GBP189  million,  compared to
2005,  excluding 2005 net  exceptional  items of positive  GBP30  million.  This
reflects  the  steady  increase  in  profits  from the  established  markets  of
Singapore,  Malaysia and Hong Kong with total IFRS  operating  profits of GBP139
million,  and the  emergence of profits on the IFRS basis from some of the newer
operations as they build scale. Total  shareholders' funds on the IFRS basis, of
GBP1.29 billion, increased by 12 per cent compared to 2005.

IRRs for Asia were in excess of 20 per cent for  2006.  In Asia  Prudential  has
target IRRs on new business at a country level of 10 percentage  points over the
country risk discount  rate.  Risk discount rates vary from 5 per cent to 18 per
cent  depending  upon the risks in each  country  market.  These target rates of
return are  average  rates and the  marginal  return on capital on a  particular
product could be above or below the target.

As expected,  overall  Prudential  Asia became a net  contributor of cash to the
Group with a net remittance of surplus capital of GBP28 million during 2006.


5. Outlook for 2007

The opportunities for profitable growth in Asia remain compelling and Prudential
is very well placed with an excellent platform.

The focus going forward will be  continuing to focus on developing  its existing
strengths  in terms of growing  agency  scale and  productivity,  improving  and
expanding partnership distribution and continuing product innovation.

There is also the  opportunity to deepen and strengthen  relationships  with the
over 9 million  customers already on the books with a disciplined and systematic
approach.  The  retirement  opportunity  is clear and Prudential is developing a
comprehensive  approach  to  this in  terms  of  accumulation,  drawn  down  and
associated  protection  needs.  Prudential  Asia  will be  leveraging  its  very
successful  Korean media  campaign  'What's your number' to other markets during
2007.

Prudential has not leveraged its strengths to building scale direct distribution
as yet and this will be a priority in the future.

Prudential  will also be  re-examining  its approach to health products as there
are  significant  opportunities  to create value for  shareholders  and customer
above and beyond what is already being done.

Prudential  remains  committed  to the target of at least  doubling its 2005 new
business profit by 2009, and expect to generate  increasing  levels of cash from
the region.

In summary,  the outlook for the life  insurance  business in 2007  remains very
positive.


Asset Management


Global


The Prudential Group's asset management businesses are very successful. Not only
do they provide value to the insurance businesses within the Group, but also are
important profit  generators in their own right,  with low capital  requirements
and generating significant cash flow for the Group.

The asset  management  businesses are well placed to capitalise on their leading
market  positions and strong track records in investment  performance to deliver
net flows and profit growth as well as  strategically  diversifying  the Group's
investment  propositions  in retail  financial  services  (RFS) markets that are
increasingly  favouring  greater  product  transparency,   greater  cross-border
opportunities and more open-architecture investment platforms.  Wholesale profit
streams are also growing.

The Group's  asset  management  businesses  operate  different  models and under
different  brands tailored to their markets and strengths,  but are increasingly
working   together  by  managing  money  for  each  other  with  clear  regional
specialism,  distributing  each  others'  products  and  sharing  knowledge  and
expertise, such as credit research.

Each business and its performance in 2006 is summarised below.


M&G



                                                                           CER                       RER
                                                          2006            2005        Change        2005    Change
                                                          GBPm            GBPm             %        GBPm         %

                                                                                                
Gross investment flows                                  13,486           7,916           70%       7,916       70%
Net investment flows                                     6,101           3,862           58%       3,862       58%
Underlying profit before PRF
    performance related fees                               177             138           28%         138       28%

Total IFRS operating profit*                               204             163           25%         163       25%


*Based on longer-term investment returns.



1. Market review and summary of strategy

M&G is  Prudential's  UK and European  fund  management  business and has GBP164
billion  of  funds  under  management,   of  which  GBP119  billion  relates  to
Prudential's long-term business funds. M&G aims to maximise profitable growth by
operating in markets where it has a leading position and competitive  advantage,
including retail fund management,  institutional  fixed income,  pooled life and
pension  funds,  property and private  finance.  M&G also  manages  Prudential's
balance sheet for profit.

M&G is an  investment-led  business  with a  demonstrable  focus on  performance
delivery and aims to offer  attractive  products in a variety of  macro-economic
environments.  M&G has scale in all key asset classes:  it is one of the largest
active managers in the UK stock market, one of the largest bond investors in the
UK and one of the UK's largest property investors.

M&G is made up of three distinct and autonomous  businesses - Retail,  Wholesale
and Prudential  Finance - each with its own strategy for the markets in which it
operates.

The UK and European retail asset  management  industry has grown strongly during
2006 as rising stock markets have  increased  the value of existing  funds under
management and attracted  investors back into the market.  M&G's retail strategy
is to maximise the leverage of its strong investment performance,  multi-channel
distribution and efficient operating platform.

The asset  management  sector has continued to benefit from the increasing shift
by retail investors from opaque to transparent investment products, such as unit
trusts,  and M&G's  range of market  leading  funds  has  positioned  it well to
benefit from this trend. European cross-border  distribution has accelerated and
the  trend in  favour  of 'Open  Architecture'  in both  the UK and  Europe  has
continued  to  open  up   significant   bank  and  life   company   distribution
opportunities.  Parallel  to this,  distribution  of  mutual  funds  has  become
increasingly  intermediated and has been accompanied by the rise of professional
buyers who demand higher levels of service and investment information,  areas in
which M&G has considerable expertise.

Institutional  markets are  demanding  increasingly  sophisticated  and tailored
products  and 2006 saw a rising  awareness  of  asset/liability  matching  and a
continued  shift from balanced to specialist  mandates.  These trends,  plus the
increased  role of  fixed  income  within  portfolios,  continue  to play to the
strength and scale of M&G's wholesale business.

M&G's  wholesale  strategy  is  twofold:  to add value to its  internal  clients
through investment performance,  liability matching and investment in innovative
and  attractive  areas of capital  markets and to utilise  the skills  developed
primarily  for  internal  funds to build  new  business  streams  and  diversify
revenues.   Examples  of  new  business   streams   include   leveraged   loans,
collateralised debt obligations (CDOs),  infrastructure  finance and the Episode
global macro hedge fund.  Demand has increased for  alternative  investments and
structured  credit  expertise,  meaning  that  managers  who offer  value-adding
skills,  such as M&G, are able to command  attractive  margins.  With its strong
track record and market leading reputation,  M&G remains well placed to continue
to benefit from this trend.

Prudential Finance was set up to manage  Prudential's  balance sheet for profit.
In addition to acting as the  internal  banker to the  Prudential  Group and its
subsidiaries,  Prudential Finance's strategy is to leverage  Prudential's and M&
G's  positioning  and  skills  for  profit.   Its  activities  include  bridging
transactions,  property  financing and securities  lending with a focus on deals
which have high profitability and capital velocity but low capital usage.


2. Current year initiatives

M&G maintained its reputation for strong fund performance and product innovation
during 2006 and continued to expand its multi-channel distribution model.

In the retail  market,  the excellent  fund  performance of M&G's fund range was
recognised  by M&G being named Best Equity Group  (Large) and Best Non UK Equity
Group (Large) at the Lipper Fund Awards 2006.  M&G continued to innovate  during
the year by extending  its fixed income and property fund ranges with the launch
of two new funds,  the M&G  Optimal  Income Fund and the M&G  European  Property
Fund.  M&G  expanded  its  retail  distribution  in 2006 by adding  Spain to the
European countries in which it operates and in the UK significantly expanded its
links with life company platforms.

In the wholesale marketplace,  M&G benefited from increasing demand from clients
for specialist mandates and liability matching,  both of which are core areas of
expertise for M&G.  Strong fund  performance  was maintained with 86 per cent of
segregated  funds  beating  their  benchmark  over one year and 90 per cent over
three years. M&G continued to develop its market leading positions in structured
credit and  leveraged  loans and also its  position in  infrastructure  finance.
Utilising skills developed for the internal funds, M&G has built significant new
business  streams  with  external  third  parties  over the past five years.  In
structured  credit,  seven new CDOs were  launched in 2006 and M&G was named CDO
manager  of  the  year  by  the  International   Securitisation   Report.  M&G's
infrastructure  fund,  InfraCapital,  made  its  first  purchase  as  part  of a
consortium which made a successful bid for Associated British Ports plc.

Following a soft launch in August 2005,  M&G rolled out its Episode global macro
hedge fund in February last year, a fund which again uses  investment  expertise
originally developed for internal funds. Episode has been a notable success with
external  clients and by year-end had reached assets under  management of US$1.5
billion.


3. Financial results and performance

M&G delivered significant profit growth during 2006 on the back of rising market
levels,  strong net inflows and continued  business  diversification.  Operating
profits,  which include performance related fees (PRF), increased 25 per cent to
GBP204  million.  Underlying  profits,  excluding PRF, were GBP177  million,  an
increase of 28 per cent compared to the previous  year.  PRF increased by 11 per
cent over 2005, totalling GBP27 million for 2006. As a result, M&G's cost income
ratio improved from 66 per cent to 64 per cent in 2006.

In addition  to adding  significant  value via the  management  of  Prudential's
internal funds, M&G remains an important  generator of earnings and cash for the
Prudential  Group.  Since 2002, M&G has delivered strong profit growth which has
seen underlying profits more than triple.

Outstanding  fund  performance  led to record fund inflows into M&G's retail and
wholesale  businesses  during 2006. Gross fund inflows were GBP13.5 billion,  an
increase  of 70 per cent on the  previous  year.  Net fund  inflows  were  their
highest ever, increasing by 58 per cent to GBP6.1 billion.  External funds under
management  grew  significantly,  up 24 per cent to GBP45  billion,  and at this
level represent over a quarter of M&G's total funds under management.

In the retail  marketplace,  demand  remained strong for M&G's high alpha equity
and  competitive  fixed income and property  offerings,  with gross fund inflows
increasing  by 75 per cent to  GBP6.7  billion  and net fund  inflows  more than
doubling to GBP3.1 billion.  Product  innovation has remained key for opening up
new markets for M&G and 66 per cent of gross mutual fund inflows in 2006 through
UK and European  distribution channels were into funds launched or re-engineered
within the past six years.

Sales were strong across all retail markets.  Excellent progress was made in the
UK and across the European markets of Germany, Austria, Switzerland, Luxembourg,
Italy and Spain. In Germany, the first European market entered (in 2002), M&G is
now the number three foreign provider and in just four years has risen to number
nine in net  sales  against  all  providers  in the  German  marketplace.  In an
official FERI ranking of the best selling  funds by UK fund managers  across the
UK and Europe in 2006,  M&G had three funds  represented in the top 20. In South
Africa,  M&G's  business  was last year ranked  number one by net inflows in the
market only five years on from launch.

M&G's wholesale  business also saw substantial  growth,  with gross fund inflows
increasing by 66 per cent to GBP6.8  billion and net inflows  rising 19 per cent
to GBP3 billion.  M&G's scale and market reputation in fixed income continued to
position it very  favourably in both  traditional  areas of the market,  such as
segregated funds, and alternative areas such as structured credit.


4. Outlook and forthcoming objectives

M&G's priorities for the year ahead are to:

  - deliver investment outperformance to its clients;
  - distribute through existing channels and exploit new opportunities;
  - leverage its scale and capabilities to develop innovative products for the
    retail and wholesale marketplaces;
  - deliver attractive returns to Prudential.


Asia


                                                                        CER                      RER
                                                            2006       2005       Change        2005       Change
                                                            GBPm       GBPm            %        GBPm            %

                                                                                               
Net investment flows                                       2,532      1,321          92%       1,327          91%
Total IFRS operating profit*                                  50         11         355%          12         317%
*Based on longer-term investment returns.




1. Market review

The mutual  fund  market in Asia(2)  has grown at a CAGR of 22 per cent from end
2003 to end 2006 with GBP720  billion of assets under  management at 31 December
2006 with Japan and Korea  accounting  for over three quarters of the total FUM.
China and India have been the  fastest  growing  markets  over this  period with
annual growth rates of 57 per cent and 31 per cent respectively.

Over the past few years,  appetite for risk based  products has  gradually  been
increasing and during 2006,  Asian  investors have shown  increased  interest in
equity-focused  funds.  Regulatory change has also continued to drive demand for
Luxembourg based offshore products.



2. Prudential's strategy

Prudential's fund management  business serves both the life companies in Asia by
managing the life funds and by designing and managing the funds  underlying  the
investment  linked products and third-party  customers  through a growing mutual
fund business.

Given that the majority of  individuals'  personal  financial  assets  currently
reside in bank deposits in Asia  (Source:  Citi Asia Pacific  Household  Balance
Sheets 2005),  Prudential continues to grow its third-party mutual fund business
by developing  strong customer  propositions to cater to an estimated  potential
450 million customers for mutual fund products in Asia. Prudential's strategy is
underpinned by building local operating entities with local market knowledge and
expertise and supporting these with strong regional capabilities.

Given the  significance  of bank  distribution,  broadening  distribution  reach
involves   developing  strong   relationships   with  regional  and  local  bank
distributors and providing better servicing.

Continued  delivery of strong and  consistent  fund  performance is essential in
maintaining the credibility of the Prudential brand in this market.

Today,  Prudential's fund management  business in Asia is the 2nd largest retail
fund  management  company in terms of Asia (ex Japan)  sourced  retail FUM as of
June 2006 (Source: Asia Asset Management Sept 2006 for survey  participants)(3).
Including  institutional  and insurance  assets,  Prudential's  fund  management
business was ranked in June 2006 as the third  largest asset manager in terms of
overall assets sourced in Asia ex Japan, compared with its 5th ranking in 2005.

--------------------------

(2) Asia here  refers to the eight  countries  of China,  India,  Korea,  Japan,
Taiwan,  Singapore,  Malaysia(Private  Funds) and Hong Kong(Local  retail funds)
Sources:  Cerulli  Associates,  Monetary Authority of Singapore,  Association of
Mututal Fund in India, Securities Inv Trust Association, KITCA

(3) Source: Asia Asset Management Sep 2006.

3. Progress in 2006

In 2006,  Prudential entered three new markets:  China,  Vietnam and the UAE. In
China,  Prudential's  joint venture with CITIC  launched two retail mutual funds
during the year and raised GBP414 million  (Prudential share at GBP137 million).
In Vietnam,  Prudential  launched  its first  mutual  fund and an offshore  fund
investing in Vietnam,  together raising GBP 163 million.  A licence was obtained
for doing business in the UAE, with an office in Dubai.

Prudential  continued  to build on its existing  platform in Asia with  specific
focus on the markets of India,  Korea and Japan.  In India,  Prudential's  joint
venture with ICICI Bank grew assets under  management  by 53 per cent; in Korea,
Prudential's  business  grew  assets by 33 per cent and in Japan - the  region's
largest market - assets grew by 20 per cent.

PRUPIM  Singapore - a joint venture with PruPIM in the UK - was established with
its first core fund with a gross asset value of US$616  million.  This gives the
business  an entry  into the  real  estate  space  which is a fast  growing  and
attractive segment of the business.


4. Financial results and performance

Prudential's fund management business achieved record net inflows for 2006, with
GBP2.5  billion being almost twice that of 2005.  This reflects the strengths of
the Asian Fund Management's geographic and product diversification.

Prudential's  total FUM as at 31 December  were  GBP29.2  billion  and  included
GBP6.2  billion  of assets  from the  Group,  GBP10.6  billion  from  Prudential
Corporation  Asia's life funds and GBP12.3  billion from the retail  operations.
This is an increase of 22 per cent from 31 December  2005,  though  mutual funds
through the retail operations grew by 33%.

IFRS profits from fund management  operations were GBP50 million, up 85 per cent
on 2005, excluding 2005 exceptional items.


5. Outlook for 2007

The main focus for 2007 will be to continue to pursue  profitable  opportunities
in all  markets  but more  specifically  in the key growth  markets of China and
India and the large Japanese and Korean markets. The fund range will continue to
be expanded  through  expanding  both onshore and offshore  funds and developing
real estate and Islamic  funds.  Distribution  will be  broadened  and  deepened
through  relationships  with channel  partners in the  individual  countries and
regionally.



PPM America

1. Market review and summary of strategy

PPMA manages  assets for  Prudential's  US, UK and Asian  affiliates.  PPMA also
provides investment services to other affiliated and unaffiliated  institutional
clients including CDOs, private investment funds,  institutional  accounts,  and
mutual funds.

PPMA's strategy is focused on effectively  managing existing assets,  maximizing
synergies  with  international   asset  management   affiliates  and  leveraging
investment management capabilities across the Prudential Group.

A summary of PPMA's year-end 2006 assets under management follows:




PPMA funds under management
  (US$ billions)                                  US             UK           Asia          Total

                                                                                 
Insurance                                       45.5           16.3            0.5           62.3
Retail                                           0.0            2.5            5.0            7.5
Institutional                                    0.2            0.0            0.0            0.2
CDOs                                             3.6            0.0            0.0            3.6
Total                                           49.3           18.8            5.5           73.6




2. Current year initiatives

During  2006,  PPMA  executed   several   initiatives  to  improve   operational
effectiveness  and  scalability,  including  the  enhancement  of  fixed  income
analytical  capabilities.  Initiatives designed to maximise synergies within the
Group included leveraging PPMA's capabilities to manufacture  financial products
distributed by affiliates.


3. Financial results and performance

Investment performance was favourable in 2006,  particularly across US affiliate
portfolios,  the US public equity and fixed income  components of the portfolios
managed for UK affiliates and CDOs.

IFRS  operating  profit in 2006 was GBP12 million  versus GBP20 million in 2005.
The 2005 results  benefited  from a GBP5  million  positive  non-recurring  item
related to revaluation of a CDO.


4. Outlook and forthcoming objectives

The 2007 outlook is positive driven by current momentum, favourable economic and
market conditions, and the growth prospects of internal clients.



Banking


Egg


1.      Market review and summary of strategy

The high  level of  consumer  indebtedness  has led to a sharp  increase  in the
number of individuals seeking to restructure their credit obligations.  This has
been observed  through  higher levels of personal  bankruptcies  and  individual
voluntary  arrangements:  the number of  personal  insolvencies  has risen at an
annual rate of over 50 per cent.  These factors have given rise to increased bad
debt provisions across the UK banking industry.

In January 2007, Prudential concluded that its current banking business does not
represent the best opportunity for it to drive  profitable  growth in the future
and  it  announced  the  sale  of Egg to  Citi  for  GBP575  million,  with  the
transaction expected to complete later in 2007, subject to regulatory approvals.
Citi is the  largest  credit  card  issuer in the world and a group that is well
placed  to  develop  and  grow  Egg's  franchise.  As part  of the  transaction,
Prudential  has agreed in principle  outline  terms of a five-year  agreement to
distribute  life and pension  products  through  Egg.  Prudential  has also been
selected as a strategic  provider to Citi for the distribution of life insurance
products to Citi's  consumer  banking  customers in Thailand,  Indonesia and the
Philippines.  The transaction will improve  Prudential's capital position and is
expected to increase  Prudential's  solvency  surplus  under FCD by an estimated
GBP300 million.


2. Financial results and performance

Egg's total operating loss in 2006 was GBP145 million, compared with a profit of
GBP44  million  in  2005.  This  result  reflects  a  marked   deterioration  in
industry-wide  consumer  behaviour.  This has  resulted  in a  reduction  of net
borrowing on credit cards as consumers  reduce their spending and borrowing.  In
addition, bad debt experience is considerably worse than expected,  particularly
in relation to personal loans.

During 2006, Egg made a number of changes to its lending approach.  On unsecured
loans, Egg's strategy was to tactically reduce its exposure and it tightened the
acceptance  criteria  throughout  the year.  This  resulted  in a  significantly
reduced level of sales, and associated  insurance  income.  Egg also changed its
approach to the  management of the credit card book, and it adopted the standard
industry policy of charging  variable interest rates in relation to a customer's
expected risk profile.

Throughout  the  industry,  2006 saw an increase in the  application  of balance
transfer fees therefore reducing the levels of balance transfer activity.

Egg's  net  interest  income  of GBP330  million  increased  6 per cent in 2006.
Slightly lower customer balances were offset by the effects of a higher interest
rate environment.

Non-interest  income  reduced  by 36 per  cent to  GBP138  million  following  a
significant  reduction  in  personal  loan  insurance  income as Egg reduced its
exposure  to the  unsecured  loans  business.  Total new loan  sales  reduced to
83,000,  which is approximately 50 per cent of the new volumes achieved in 2005.
In addition, payment protection insurance (PPI) penetration rates were far lower
than that  experienced  in 2005.  Other  non-interest  card income is lower than
2005,  reflecting consumer spend patterns and continuing regulatory focus on the
creditor insurance market, resulting in reductions in commission revenue earned.

Egg's loan book  performance  reflects the industry  wide  increase in consumers
using individual voluntary  arrangements,  debt management companies and in some
cases  bankruptcy to alleviate  their debt burden.  Within the Egg personal loan
portfolio,  the number of customers  employing debt management  companies in the
last quarter  increased  18 per cent on the prior  quarter.  These  arrangements
typically result in lower recoveries from customers than have  historically been
achieved via Egg's collection  strategies.  The overall  deterioration in credit
led to the total  charge for bad debts  increasing  by GBP143  million to GBP382
million.

Restructuring costs of GBP12 million were incurred during 2006.




OTHER CORPORATE INFORMATION

Balance sheet

Explanation of balance sheet structure


The  Group's  capital  on an IFRS  basis  comprises  of  shareholders'  funds of
GBP5,488 million, subordinated long-term and perpetual debt of GBP1,989 million,
other core structural borrowings of GBP1,074 million and the unallocated surplus
of with-profits funds of GBP13.6 billion.

Subordinated or hybrid debt is debt capital which has some equity-like  features
and which  would rank below  other  senior  debt in the event of a  liquidation.
These  features  allow  hybrid debt to be treated as capital for FSA  regulatory
purposes.  All of the Group's hybrid debt which qualifies in this way is held at
the Group level and is therefore  taken as capital into the parent solvency test
under the FCD.

The FSA has  established  a structure for  determining  how much hybrid debt can
count as capital which is similar to that used for banks. It categorises capital
as Tier 1 (equity  and  preference  shares),  Upper Tier 2 debt and Lower Tier 2
debt. Up to 15 per cent of Tier 1 can be in the form of hybrid debt and called '
Innovative  Tier 1'. At 31  December  2006,  the Group  held  GBP763  million of
Innovative Tier 1 capital, in the form of perpetual  securities,  GBP201 million
of Upper Tier 2 and  GBP1,152  million of Lower  Tier 2 capital.  Following  the
implementation  of the FCD, it is  advantageous  to the Group from a  regulatory
capital  standpoint  to raise its  long-term  debt in hybrid  form and it is the
Group's policy to take advantage of favourable  market  conditions as they arise
to do so.

The unallocated surplus of the with-profits funds represents assets in the life
fund which have not yet been allocated either to policyholders or shareholders.
They are not generally available to the Group other than as they emerge through
the statutory transfer of the shareholders' share of the surplus as it emerges
from the Fund over time.


Weighted Average Cost of Capital (WACC)

Prudential's  commitment  to  its  shareholders  is to  maximise  the  value  of
Prudential over time by delivering superior financial returns.

Prudential's  weighted  average  cost of  capital  (WACC) is circa 9.6 per cent,
which is based on the net core debt and shares  outstanding  at the end of 2006,
an equity market premium of four per cent and a market beta of 1.4. Prudential's
WACC has increased  since the end of 2005 largely due to an increase in interest
rates and to equity forming a greater proportion of capital.


Shareholders' borrowings and financial flexibility

Net core  structural  borrowings  at 31  December  2006  were  GBP1,493  million
compared with GBP1,611  million at 31 December 2005.  This reflects the net cash
outflow of GBP104 million, exchange conversion gains of GBP240 million and other
adjustments of GBP18 million.

After adjusting for holding company cash and short-term  investments of GBP1,119
million,   core  structural   borrowings  of   shareholder-financed   operations
(excluding  Egg) at the end of 2006  totalled  GBP2,612  million,  compared with
GBP2,739 million at the end of 2005. This decrease reflected exchange conversion
gains of GBP135 million and other adjustments of GBP8 million.

Core long-term loans at the end of 2006 included GBP1,626 million at fixed rates
of interest with maturity dates ranging from 2007 to perpetuity.  GBP890 million
of the core  borrowings were  denominated in US dollars,  to hedge partially the
currency exposure arising from the Group's investment in Jackson.

Prudential has in place an unlimited global  commercial  paper programme.  At 31
December 2006,  commercial  paper of GBP198 million,  US$3,449 million and EUR85
million has been issued  under this  programme.  Prudential  also has in place a
GBP5,000  million  medium-term  note  (MTN)  programme.  At  31  December  2006,
subordinated debt outstanding under this programme was GBP435 million and EUR520
million,  and senior debt  outstanding  was US$18 million and GBP5  million.  In
addition, the holding company has access to GBP1,600 million committed revolving
credit facilities, provided by 16 major international banks and a GBP500 million
committed securities lending liquidity facility.  These facilities have not been
drawn on during the year. The commercial paper programme, the MTN programme, the
committed  revolving  credit  facilities  and the committed  securities  lending
liquidity  facility are available for general corporate  purposes and to support
the liquidity needs of the parent company.

The Group's insurance and asset management operations are funded centrally. Egg,
as a separate bank, is responsible for its own financing.  The Group's core debt
is managed to be within a target level consistent with its current debt ratings.
At 31  December  2006,  the  gearing  ratio  (debt,  net of cash and  short-term
investments,  as a proportion of EEV shareholders' funds plus debt) was 11.2 per
cent compared with 13.5 per cent at 31 December 2005.

Prudential  plc  enjoys  strong  debt  ratings  from both  Standard & Poor's and
Moody's.  Prudential  long-term  senior  debt is rated A+ (stable  outlook),  A2
(stable outlook) and AA- from Standard & Poor's, Moody's and Fitch respectively,
while short-term ratings are A1, P-1 and F1+.

Based on EEV basis  operating  profit from  continuing  operations  and interest
payable on core structural  borrowings  (excluding Egg), interest cover was 12.2
times in 2006 compared with 10.8 times in 2005.


Treasury policy

The Group operates a central treasury function, which has overall responsibility
for  managing  its capital  funding  programme  as well as its central  cash and
liquidity positions.

The aim of Prudential's  capital funding programme,  which includes the GBP5,000
million MTN programme together with the unlimited commercial paper programme, is
to maintain a strong and flexible funding capacity.

In the UK and Asia,  Prudential uses derivatives to reduce equity risk, interest
rate and currency exposures,  and to facilitate efficient investment management.
In the US, Jackson uses  derivatives to reduce interest rate risk, to facilitate
efficient  portfolio  management  and to match  liabilities  under  fixed  index
policies.

It is Prudential's  policy that all free-standing  derivatives are used to hedge
exposures or facilitate efficient portfolio management.

Amounts at risk are covered by cash or by corresponding assets.

Due to the geographical diversity of Prudential's  businesses,  it is subject to
the risk of exchange rate fluctuations. Prudential's international operations in
the US and Asia,  which represent a significant  proportion of operating  profit
and  shareholders'  funds,   generally  write  policies  and  invest  in  assets
denominated  in local  currency.  Although  this  practice  limits the effect of
exchange  rate  fluctuations  on  local  operating  results,   it  can  lead  to
significant fluctuations in Prudential's  consolidated financial statements upon
conversion of results into pounds sterling.  The currency  exposure  relating to
the conversion of reported earnings is not separately  managed,  as it is not in
the  economic  interests of the Group to do so. The impact of gains or losses on
currency  conversions is recorded as a component of  shareholders'  funds within
the  statement of  recognised  income and expense.  The impact of exchange  rate
fluctuations in 2006 is discussed elsewhere in this OFR.


Unallocated surplus of with-profits

During 2006, the unallocated surplus, which represents the excess of assets over
policyholder  liabilities  for the  Group's  with-profits  funds on a  statutory
basis, grew from GBP11.3 billion at 1 January to GBP13.6 billion at 31 December.
This  reflects  an  increase  in the  cumulative  retained  earnings  arising on
with-profits  business  that  have  yet  to be  allocated  to  policyholders  or
shareholders.  The change in 2006 predominantly reflects the positive investment
return earned by the PAC  with-profits  fund as a result of investment  gains in
the UK equity market.


Regulatory capital requirements

The Financial  Conglomerates  Directive,  which affects groups with  significant
cross-sector activities in insurance and banking/investment  services, came into
force for Prudential  from 1 January 2005.  Prior to this,  since 1 January 2001
Prudential  was  required to meet the  solvency  requirements  of the  Insurance
Groups Directive ('IGD'), as implemented by the FSA. The FSA has implemented the
FCD by applying the sectoral rules of the largest sector,  hence a group such as
Prudential is classified as an insurance  conglomerate  and is required to focus
on the capital adequacy requirements of the IGD, the Consolidated Life Directive
and the Insurance Company Accounts Directive.

The FCD requires a continuous  parent  company  solvency test which requires the
aggregating of surplus  capital held in the regulated  subsidiaries,  from which
Group borrowings are deducted,  other than those  subordinated debt issues which
qualify as capital.  No credit for the benefit of diversification is allowed for
under this approach.  The test is passed when this aggregate number is positive,
and a  negative  result  at any  point  in time  is a  notifiable  breach  of UK
regulatory requirements.

Due to  the  geographically  diverse  nature  of  Prudential's  operations,  the
application of these requirements to Prudential is complex.  In particular,  for
many of our Asian operations,  the assets,  liabilities and capital requirements
have to be  recalculated  based  on FSA  regulations  as if the  companies  were
directly subject to FSA regulation.

The FCD position  will be submitted to the FSA by 30 April 2007 but is currently
estimated  to be around  GBP1.0  billion.  A further  gain of GBP0.3  billion is
expected to arise in 2007 from the sale of Egg Banking.  The sale of Egg Banking
implies that Prudential may again be designated an 'insurance group' rather than
its current treatment as a financial conglomerate,  and thus will be required to
meet the  requirements of the IGD. This should not have a significant  impact on
the Group, as the FSA's prudential  requirements  pertaining to insurance groups
are very similar to those  applying to insurance  conglomerates,  in  particular
because  the FSA has  decided  to  make  the  continuous  parent  solvency  test
mandatory from 31 December 2006 for all insurance groups.

The European Commission is continuing to develop a new prudential  framework for
insurance  companies,  'the  Solvency II project'  that will update the existing
life,  non-life and insurance groups directives.  The main aim of this framework
is to ensure the  financial  stability  of the  insurance  industry  and protect
policyholders  through establishing  solvency requirements better matched to the
true risks of the  business.  Like Basel 2, the new  approach  is expected to be
based  on  the  concept  of  three  pillars  -  minimum  capital   requirements,
supervisory  review  of  firms'  assessments  of risk  and  enhanced  disclosure
requirements.  However,  the  scope  is  wider  than  Basel  2  and  will  cover
valuations, the treatment of insurance groups, the definition of capital and the
overall level of capital requirements.

A key aspect of  Solvency  II is the focus on risks and,  for  example,  capital
requirements  will be  calibrated  to a one  year  Value  at  Risk  with a 99.5%
confidence level.  Companies will be encouraged to improve their risk management
processes and will be allowed to make use of internal economic capital models to
enable a better  understanding  of  risks.  The  emphasis  on  transparency  and
comparability would ensure a level playing field but not delivering this remains
one of the key risks for the project.

Prudential  is  actively  engaged  in  policy  discussions  mainly  through  its
participation in the Chief Risk Officer (CRO) Forum of major European  insurance
firms.  Prudential has been  emphasising the importance of level playing fields,
in particular in connection with the treatment of operations outside the EU.

The Commission intends to adopt proposals for a framework  directive in mid 2007
which will contain high-level principles.  These principles will be supplemented
by  implementing  measures that will be adopted by the  Commission and EU member
states.  Solvency  II is then  intended to be  implemented  around  2010.  It is
important   that  the  EU  policy   makers  keep  up  the   progress  to  enable
implementation by the suggested date.

During 2006,  the  Committee of European  Insurance  and  Occupational  Pensions
Supervisors  (CEIOPS) invited EU insurance industry to participate in the second
quantitative  impact study,  which  provided  useful input for  supervisors  and
industry  alike.  The EU insurance  industry  will be  participating  in another
quantitative  impact  study during the first half of 2007 with a view to provide
quantitative   input  into  the   calibration   of  the  capital   requirements.
Participation  in these  exercises  involves  a  substantive  commitment  and is
expected to yield benefits by providing  evidence  leading to a truly risk-based
capital requirement.



Financial strength of insurance operations


United Kingdom

The PAC's long-term fund remains very strong.  On a realistic  valuation  basis,
with  liabilities  recorded on a market  consistent  basis,  the free assets are
valued at approximately  GBP8.7 billion at 31 December 2006,  before a deduction
for the risk capital margin.  The fund is rated AA+ by Standard & Poor's, Aa1 by
Moody's and AA+ by Fitch Ratings.

The with-profits  sub-fund  delivered a pre-tax return of 12.4 per cent in 2006,
and over the last five years the fund has  achieved  a total  return of 63.8 per
cent  against  41.1 per cent for the FTSE 100 total return and 50.2 per cent for
the FTSE All-Share (Total Return) index (figures are to 31 December 2006, before
tax and charges).  Much of this excellent  investment  performance  was achieved
through the active asset allocation of the fund. As part of its asset allocation
process,  Prudential UK constantly evaluates prospects for different markets and
asset classes.  During the year Prudential UK decreased its exposure to equities
while  increasing  its  exposure  to  corporate  bonds and  alternative  assets,
reflecting Prudential UK's view that increased  diversification in the assets of
the with-profits sub-fund was appropriate.

The table below shows the change in the investment mix of Prudential UK's main
with-profits fund:



                                                   2006          2005          2004
                                                      %             %             %

                                                                        
UK equities                                          36            40            33
International equities                               17            19            15
Property                                             15            15            18
Bonds                                                25            21            29
Cash and other assets classes                         7             5             5

Total                                               100           100           100




United States

The capital  adequacy  position of Jackson remains  strong,  having improved the
capital  ratio  from 9.2 per  cent in 2005 to 9.8 per  cent in  2006.  Jackson's
statutory  capital,  surplus  and  asset  valuation  reserve  position  improved
year-on-year  by US$193  million,  after deducting the US$200 million of capital
remitted  to the parent  company.  Jackson's  financial  strength is rated AA by
Standard & Poor's and A1 by Moody's.

Jackson's invested asset mix on a US regulatory basis (excludes policy loans and
reverse repo leverage) is as follows:



                                                   2006          2005          2004
                                                      %             %             %

Bonds:
                                                                        
Investment Grade Public                              60            58            60
Investment Grade Private                             18            19            19
Non-Investment Grade Public                           4             5             4
Non-Investment Grade Private                          1             2             2
Commercial mortgages                                 12            11            11
Private equities and real estate                      3             3             3
Equities, cash and other assets                       2             2             1

Total                                               100           100           100



Asia

Prudential Corporation Asia maintains solvency margins in each of its operations
so that  these are at or above the local  regulatory  requirements.  Across  the
region less than 40 per cent of non-linked funds are invested in equities.  Both
Singapore  and Malaysia  have  discrete  life funds,  and have strong free asset
ratios. The Hong Kong life operation is a branch of Prudential Assurance Company
Limited  and its  solvency  is covered by that  business.  Taiwan has Risk Based
Capital regulatory solvency margins and Prudential ensures sufficient capital is
retained in the business to cover these requirements.


Redress of mortgage endowment products

PAC's main long-term  business  with-profits  fund paid  compensation  of GBP'11
million in 2006 in respect of mortgage endowment product  mis-selling claims and
held a provision of GBP60 million at 31 December  2006 to cover further  claims.
These compensation  payments and provisions have had no impact on policyholders'
asset shares. As a result, policyholders' bonuses and the shareholders' share of
these  bonuses are  unaffected,  resulting  in no impact on the  Group's  profit
before tax.

A provision of GBP5 million was held at 31 December 2006 by shareholders'  funds
to cover potential  compensation  in respect of mis-selling  claims for Scottish
Amicable  mortgage  endowment  products sold since the  acquisition  of Scottish
Amicable  in 1997.  In  addition,  a provision  of GBP45  million was held at 31
December 2006 for the closed Scottish Amicable  Insurance Fund (SAIF) in respect
of mortgage endowment products sold prior to acquisition.  This provision has no
impact on shareholders. No further Scottish Amicable mortgage endowment products
were sold after April 2001.

In May 2006,  the Group  introduced a deadline for both  Prudential and Scottish
Amicable mortgage endowment  complaints.  Impacted customers have three years to
lodge a mis-selling  complaint in line with the time limit prescribed by the FSA
and the ABI.


Inherited estate of Prudential Assurance

The assets of the main with-profits fund within the long-term  insurance fund of
PAC comprise the amounts that it expects to pay out to meet its  obligations  to
existing  policyholders  and an additional  amount used as working capital.  The
amount payable over time to policyholders from the with-profits fund is equal to
the  policyholders'  accumulated asset shares plus any additional  payments that
may be required by way of  smoothing or to meet  guarantees.  The balance of the
assets  of the  with-profits  fund is  called  the  'inherited  estate'  and has
accumulated over many years from various sources.

The inherited  estate  represents the major part of the working capital of PAC's
long-term insurance fund. This enables PAC to support  with-profits  business by
providing the benefits  associated with smoothing and  guarantees,  by providing
investment  flexibility for the fund's assets, by meeting the regulatory capital
requirements that demonstrate solvency and by absorbing the costs of significant
events or fundamental  changes in its long-term  business without  affecting the
bonus and investment policies.  The size of the inherited estate fluctuates from
year to year depending on the  investment  return and the extent to which it has
been required to meet smoothing costs, guarantees and other events.

PAC believes that it would be beneficial if there were greater clarity as to the
status of the Inherited  Estate. As a result PAC has announced that it has begun
a  process  to  determine   whether  it  can  achieve  that  clarity  through  a
reattribution  of the inherited  estate.  As part of this process a Policyholder
Advocate  has  been  nominated  to  represent  policyholders'   interests.  This
nomination does not mean that a reattribution will occur.

Given the size of the Group's with-profits business any proposal is likely to be
time  consuming  and complex to implement  and is likely to involve a payment to
policyholders  from  shareholders  funds.  If a  reattribution  is completed the
inherited  estate will  continue to provide  working  capital for the  long-term
insurance fund.


Defined benefit pension schemes

The Group operates four defined benefit  schemes,  three in the UK, of which the
principal  scheme is the Prudential  Staff Pension  Scheme  (PSPS),  and a small
scheme in Taiwan. The level of surplus or deficit of assets over liabilities for
defined  benefit  schemes is  currently  measured in three ways:  the  actuarial
valuation,  FRS 17 (for  subsidiary  accounting  in the UK),  and IAS 19 for the
Group  financial  statements.  FRS 17 and  IAS 19  are  very  similar.  As at 31
December 2006 the shareholders'  share of the GBP65 million surplus for PSPS and
the deficits of the other  schemes  amounted to an GBP8  million  deficit net of
related tax relief.

Defined benefit  schemes in the UK are generally  required to be subject to full
actuarial valuation every three years to assess the appropriate level of funding
for  schemes  having  regard  to their  commitments.  These  valuations  include
assessments  of the likely rate of return on the assets held within the separate
trustee  administered funds. PSPS was last actuarially valued as at 5 April 2005
and this  valuation  demonstrated  the Scheme to be 94 per cent  funded,  with a
shortfall  of  actuarially  determined  assets  to  liabilities  of 6 per  cent,
representing a deficit of GBP243 million.

The  finalisation of the valuation as at 5 April 2005 was accompanied by changes
to the basis of  funding  for the  scheme.  For 2006 and  future  years  deficit
funding  amounts  designed to  eliminate  the  actuarial  deficit over a 10-year
period  have been and are being  made.  Total  contributions  to the  Scheme for
deficit  funding and employer's  contributions  for ongoing  service for current
employees  are expected to be of the order of GBP70-75  million per annum over a
10-year  period.  However  in 2006  total  contributions,  including  amounts in
arrears for the scheme year to 5 April 2006, were GBP137 million.

Under IAS 19 the basis of valuation  differs  markedly  from the full  triennial
valuation basis. In particular, it requires assets of the Scheme to be valued at
their market value at the year-end, while pension liabilities are required to be
discounted  at a rate  consistent  with the  current  rate of  return  on a high
quality corporate bond. As a result,  the difference between IAS 19 basis assets
and  liabilities can be volatile.  For those schemes such as PSPS,  which hold a
substantial proportion of their assets in equity investments, the volatility can
be  particularly  significant.  For 2006, a GBP28  million  pre-tax  shareholder
charge to operating  results based on longer-term  returns arises.  In addition,
outside  the  operating  result,  but  included  in total  profits  is a pre-tax
shareholder  credit of GBP167 for net  actuarial  gains.  These gains  primarily
represent the difference between actual and expected  investment returns for the
schemes and the reduction in  liabilities  caused by an increase in the discount
rate caused by increases in corporate bond returns.

In 2006 the PSPS asset allocation was altered away from equity  investments such
that at 31 December  2006 the market value of equities  for the Group's  defined
benefit  schemes  represented 31 per cent (2005: 52 per cent) of the total asset
value, whilst the bond portfolio accounted for 43 per cent (2005: 34 per cent).

Surpluses and deficits on the Group's defined benefit schemes are apportioned to
the PAC life fund and  shareholders'  funds  based on  estimates  of  employees'
service  between them. At 31 December  2005,  the deficit on the PSPS Scheme was
apportioned  in the ratio  70/30  between  the life fund and  shareholder-backed
operations. This ratio was determined following extensive analysis of the source
of the  cumulative  funding  for the  scheme to that  date.  This basis has been
applied  for 2006 to the assets and  liability  movements  relating to the start
position and also to the deficit funding paid in the year.  However,  the IAS 19
service  cost for the year and  employer  contributions  for ongoing  service of
current  employees  have been  apportioned  in the  ratio  relevant  to  current
activity.  At 31 December  2006,  the total share of the surplus on PSPS and the
deficit on the much smaller  Scottish  Amicable  scheme  attributable to the PAC
life fund amounted to a net surplus of GBP66 million net of related tax relief.



PRUDENTIAL PLC 2006 PRELIMINARY ANNOUNCEMENT

RESULTS SUMMARY



European Embedded Value (EEV) Basis Results*                                                           2006       2005
                                                                                                       GBPm       GBPm

                                                                                                             
UK Insurance Operations                                                                                 686        426
M&G                                                                                                     204        163
Egg                                                                                                    (145)        44

UK Operations                                                                                           745        633
US Operations                                                                                           718        755
Asian Operations                                                                                        864        568
Other Income and Expenditure                                                                           (298)      (244)
UK restructuring costs                                                                                  (53)
                                                                                                                     -
Operating profit from continuing operations based on longer-term investment returns                   1,976      1,712
Goodwill impairment charge                                                                                        (120)
                                                                                                          -
Short-term fluctuations in investment returns                                                           745      1,068
Mark to market value movements on core borrowings                                                        85        (67)
Shareholders' share of actuarial and other gains and losses on defined benefit pension schemes          207        (47)

Effect of changes in economic assumptions and time value of cost of options and guarantees               59       (302)

Profit from continuing operations before tax                                                          3,072      2,244


Operating earnings per share from continuing operations after related tax and minority interests*      57.6p      56.6p

Basic earnings per share                                                                               91.7p      66.9p
Shareholders' funds, excluding minority interests                                                  GBP11.9bn  GBP10.3bn



International Financial Reporting Standard (IFRS) Basis Results*

Statutory IFRS basis results                                                                            2006       2005

Profit after tax attributable to equity holders of the Company                                       GBP874m    GBP748m
Basic earnings per share                                                                               36.2p      31.6p
Shareholders' funds, excluding minority interests                                                   GBP5.5bn   GBP5.2bn


Supplementary IFRS basis information

Operating profit from continuing operations based on longer-term investment returns                  GBP893m    GBP957m
Operating earnings per share from continuing operations after related tax and minority interests*      26.4p      32.2p


                                                                                                        2006       2005
Dividends per share declared and paid in reporting period                                             16.44p     15.95p

Dividends per share relating to reporting period                                                      17.14p     16.32p

Funds under management                                                                              GBP251bn   GBP234bn




*Basis of preparation

The EEV basis  results  have  been  prepared  in  accordance  with the  European
Embedded  Value  Principles  issued  by the  CFO  Forum  of  European  Insurance
Companies in May 2004 and expanded by the Additional Guidance on EEV disclosures
published in October  2005.  The basis of  preparation  of statutory  IFRS basis
results and supplementary IFRS basis information is consistent with that applied
for the 2005 full year results and financial statements.

Consistent with previous  reporting  practice,  the Group analyses its EEV basis
results  and  provides   supplementary   analysis  of  IFRS  profit  before  tax
attributable to  shareholders,  so as to distinguish  operating  profit based on
longer-term  investment returns from other constituent elements of total profit.
On both the EEV and IFRS  bases,  operating  earnings  per share are  calculated
using  operating  profits  from  continuing   operations  based  on  longer-term
investment  returns,  after tax and minority  interests.  These profits  exclude
goodwill impairment charges,  short-term  fluctuations in investment returns and
the  shareholders'  share of  actuarial  and other  gains and  losses on defined
benefit pension schemes.  Under the EEV basis,  where additional profit and loss
effects arise,  operating  profit based on longer-term  investment  returns also
excludes the mark to market value movements on core borrowings and the effect of
changes in economic assumptions and changes in the time value of cost of options
and guarantees  arising from changes in economic  factors.  After  adjusting for
related tax and minority interests,  the amounts for these items are included in
the calculation of basic earnings per share.


EUROPEAN EMBEDDED VALUE (EEV) BASIS RESULTS

SUMMARY CONSOLIDATED INCOME STATEMENT



                                                                                                      2006         2005
                                                                                                      GBPm         GBPm

                                                                                                              
UK Insurance Operations                                                                                686          426
M&G                                                                                                    204          163
Egg                                                                                                   (145)          44

UK Operations                                                                                          745          633
US Operations                                                                                          718          755
Asian Operations                                                                                       864          568
Other Income and Expenditure                                                                          (298)        (244)
UK restructuring costs                                                                                 (53)           -

Operating profit from continuing operations based on longer-term investment returns                  1,976        1,712
Goodwill impairment charge                                                                                         (120)
                                                                                                         -
Short-term fluctuations in investment returns                                                          745        1,068
Mark to market value movements on core borrowings                                                       85          (67)
Shareholders' share of actuarial and other gains and losses on defined benefit pension                 207          (47)
schemes
Effect of changes in economic assumptions and time value of cost of options and guarantees              59         (302)
Profit from continuing operations before tax (including actual investment returns)                   3,072        2,244
Tax                                                                                                   (859)        (653)

Profit from continuing operations for the financial year after tax before minority interests         2,213        1,591
Discontinued operations (net of tax)                                                                     -            3

Profit for the year                                                                                  2,213        1,594

Attributable to:
Equity holders of the Company                                                                        2,212        1,582
Minority interests                                                                                       1           12

Profit for the year                                                                                  2,213        1,594




Earnings per share (in pence)                                                                         2006        2005

From operating profit, based on longer-term investment returns, after related tax and
minority interests                                                                                   57.6p       56.6p
Adjustment for goodwill impairment charge                                                                -       (5.1)p
Adjustment from post-tax longer-term investment returns to post-tax actual investment returns
(after related minority interests)                                                                   22.0p       30.6p
Adjustment for mark to market value movements on core borrowings                                      3.5p       (2.8)p
Adjustment for post-tax shareholders' share of actuarial and other gains and losses on
defined benefit pension schemes                                                                       6.0p       (1.4)p
Adjustment for post-tax effect of changes in economic assumptions and time value of cost of
options and guarantees                                                                                2.6p      (11.1)p

Based on profit from continuing operations after minority interests                                  91.7p       66.8p

Based on profit from discontinued operations after minority interests                                    -        0.1p

Based on profit for the year after minority interests                                                 91.7p       66.9p

Average number of shares (millions)                                                                   2,413       2,365

Dividends per share ( in pence)                                                                        2006        2005
Dividends relating to reporting period:
Interim dividend (2006 and 2005)                                                                      5.42p       5.30p
Final dividend  (2006 and 2005)                                                                      11.72p      11.02p

Total                                                                                                17.14p      16.32p

Dividends declared and paid in reporting period:
Current year interim dividend                                                                         5.42p       5.30p
Final dividend for prior year                                                                        11.02p      10.65p

Total                                                                                                16.44p      15.95p






TOTAL INSURANCE AND INVESTMENT PRODUCTS NEW BUSINESS

INSURANCE PRODUCTS AND INVESTMENT PRODUCTS*


                                                       Insurance Products*    Investment Products*          Total
                                                          2006       2005        2006       2005         2006      2005
                                                          GBPm       GBPm        GBPm       GBPm         GBPm      GBPm

                                                                                               
UK Operations                                            7,192      7,193      13,486      7,916       20,678    15,109
US Operations                                            5,981      5,023           -          -        5,981     5,023
Asian Operations                                         1,921      1,485      20,408     18,457       22,329    19,942

Group Total                                             15,094     13,701      33,894     26,373       48,988    40,074






INSURANCE PRODUCTS - NEW BUSINESS PREMIUMS AND CONTRIBUTIONS*




                                                   Single              Regular         Annual Premium  Present Value of
                                                                                     and Contribution    New Business
                                                                                        Equivalents        Premiums
                                                  2006       2005     2006      2005     2006     2005     2006    2005
                                                  GBPm       GBPm     GBPm      GBPm     GBPm     GBPm     GBPm     GBPm
UK Insurance Operations
Direct to customer
                                                                                                   
Individual annuities                               816        720        -         -       82       72      816      720
Individual pensions and life                        60         29        9        11       15       14       99       70
Department of Work and Pensions rebate             161        244        -         -       16       24      161      244
business

Total                                            1,037        993        9        11      113      110    1,076    1,034

Business to Business
Corporate pensions                                 536        242      162       146      216      170    1,071      772
Individual annuities                               264        212        -         -       26       21      264      212
Bulk annuities                                      85        511        -         -        8       51       85      511

Total                                              885        965      162       146      250      242    1,420    1,495

Intermediated distribution*
Life                                               961      1,112        5         6      101      118      995    1,149
Individual annuities                               919        995        -         -       92      100      919      995
Individual and corporate pensions                  130        108       22        25       35       36      228      195

Total                                            2,010      2,215       27        31      228      254    2,142    2,339

Partnerships
Life                                               840        814        3         3       87       84      855      835
Individual and bulk annuities
Bulk annuity reinsurance from the Scottish         560          -        -         -       56        -      560        -
Amicable Insurance Fund*
Individual and other bulk annuities              1,500      1,814        -                150      182    1,500    1,814
                                                                                   -
Total                                            2,900      2,628        3         3      293      266    2,915    2,649

Europe
Life                                               159        201        -         -       16       20      159      201
Total UK Insurance Operations                    6,991      7,002      201       191      900      892    7,712    7,718
US Operations
Fixed annuities                                    688        788        -         -       69       79      688      788
Fixed index annuities                              554        616        -         -       55       62      554      616
Variable annuities                               3,819      2,605        -         -      382      261    3,819    2,605
Life                                                 8         11       17        14       18       15      147      137
Guaranteed Investment Contracts                    458        355        -         -       46       35      458      355
GIC - Medium Term Notes                            437        634        -                 44       63      437      634
                                                                                   -
Total US Operations                              5,964      5,009       17        14      614      515    6,103    5,135

Asian Operations
China                                               27         17       36        23       39       25      198      144
Hong Kong                                          355        289      103        83      139      112      933      741
India (Group's 26% interest)                        20          4      105        57      107       57      411      215
Indonesia                                           31         42       71        42       74       46      269      186
Japan                                               68         30        7         4       14        7       97       50
Korea                                              103         29      208       132      218      135    1,130      578
Malaysia                                             4          9       72        66       72       67      418      383
Singapore                                          357        284       72        58      108       86      803      704
Taiwan                                              92        124      139       150      148      162      743      912
Other                                               15          9       36        33       37       34      130      126

Total Asian Operations                           1,072        837      849       648      956      731    5,132    4,039

Group Total                                     14,027     12,848    1,067       853    2,470    2,138   18,947   16,892






INVESTMENT PRODUCTS - FUNDS UNDER MANAGEMENT *



2006                                               1 Jan 2006     Gross     Redemptions      Market and     31 Dec 2006
                                                                inflows                 other movements
                                                         GBPm      GBPm            GBPm            GBPm            GBPm
                                                                                                  
UK Operations                                          36,196    13,486         (7,385)           2,649          44,946
Asian Operations                                       10,132    20,408        (17,876)           (411)          12,253
Group Total                                            46,328    33,894        (25,261)           2,238          57,199


                                                   1 Jan 2005     Gross     Redemptions      Market and     31 Dec 2005
                                                                inflows                 other movements
2005                                                     GBPm      GBPm            GBPm            GBPm            GBPm
UK Operations                                          28,705     7,916         (4,054)           3,629          36,196
Asian Operations                                        8,538    18,457        (17,130)             267          10,132
Group Total                                            37,243    26,373        (21,184)           3,896          46,328




* The  format of the  tables  shown  above is  consistent  with the  distinction
between  insurance  and  investment  products as applied for previous  financial
reporting periods. Products categorised as "insurance" refer to those classified
as contracts of long-term insurance business for regulatory  reporting purposes,
i.e.  falling  within one of the classes of  insurance  specified  in part II of
Schedule 1 to the Regulated Activities Order under FSA regulations.


Annual premium and  contribution  equivalents are calculated as the aggregate of
regular new business amounts and one tenth of single new business amounts.

The  tables  shown  above  are  provided  as an  indicative  volume  measure  of
transactions  undertaken  in the  reporting  period that have the  potential  to
generate profits for  shareholders.  The amounts shown are not, and not intended
to be, reflective of premium income recorded in the IFRS income statement.

The tables above include a bulk annuity  transaction with the Scottish  Amicable
Insurance Fund (SAIF) with a premium of GBP560m.  The  transaction  reflects the
arrangement  entered  into  in  June  2006  for the  reinsurance  of  non-profit
immediate  pension annuity  liabilities of SAIF to Prudential  Retirement Income
Limited (PRIL), a shareholder  owned  subsidiary of the Group.  SAIF is a closed
ring-fenced  sub-fund of the PAC long-term fund  established by a Court approved
Scheme of Arrangement  in October 1997,  which is solely for the benefit of SAIF
policyholders.  Shareholders  have no  interest  in the  profits  of this  fund,
although  they are  entitled to  investment  management  fees on this  business.
Accordingly,  it is not part of covered business for EEV reporting purposes. The
inclusion of the transaction between SAIF and PRIL as new business in the tables
above  reflects  the transfer  from SAIF to  Prudential  shareholders'  funds of
longevity  risk,  the  requirement  to set  aside  supporting  capital  and  the
entitlement to surpluses  arising on this block of business from the reinsurance
arrangement.

Consistent  with the transfer from uncovered to covered  business and reflecting
the transfers  above, the transaction has been accounted for as new business for
EEV basis reporting purposes.

The  details  shown  above for  insurance  products  include  contributions  for
contracts  that  are  classified  under  IFRS  4  "Insurance  Contracts"  as not
containing   significant   insurance  risk.  These  products  are  described  as
investment  contracts  or other  financial  instruments  under  IFRS.  Contracts
included  in  this  category  are  primarily  certain  unit-linked  and  similar
contracts written in UK Insurance Operations and Guaranteed Investment Contracts
and similar funding agreements written in US Operations.

New business  premiums for regular  premium  products are shown on an annualised
basis.  Department of Work and Pensions  rebate business is classified as single
recurrent  business.  Internal  vesting  business is  classified as new business
where the contracts include an open market option.

UK and Asian  investment  products  referred  to in the  table  for funds  under
management above are unit trusts,  mutual funds and similar types of retail fund
management  arrangements.  These are  unrelated to insurance  products  that are
classified as "investment contracts" under IFRS 4, as described in the preceding
paragraph, although similar IFRS recognition and measurement principles apply to
the acquisition costs and fees attaching to this type of business. US investment
products  are no longer  included  in the table  above as they are assets  under
administration rather than funds under management.

In previous periods new business premiums for  intermediated  distribution of UK
Insurance  Operations have included Department of Work and Pensions (DWP) rebate
business  for SAIF.  As  shareholders  have no interest  in SAIF,  these are now
excluded  from the table  above  with  comparatives  restated  accordingly.  The
amounts of new SAIF DWP rebate business  written were GBP60m for 2006 and GBP83m
for 2005.


EUROPEAN EMBEDDED VALUE (EEV) BASIS RESULTS

OPERATING PROFIT FROM CONTINUING OPERATIONS BASED ON LONGER-TERM INVESTMENT
RETURNS*



Results Analysis by Business Area                                                                2006           2005
                                                                                                 GBPm           GBPm
                                                                                                          
UK Operations
New business                                                                                      266            243
Business in force                                                                                 420            183
Long-term business                                                                                686            426
M&G                                                                                               204            163
Egg                                                                                             (145)             44

Total                                                                                             745            633

US Operations
New business                                                                                      259            211
Business in force                                                                                 449            530
Long-term business                                                                                708            741
Broker-dealer and fund management                                                                  18             24
Curian                                                                                             (8)           (10)

Total                                                                                             718            755

Asian Operations
New business                                                                                      514            413
Business in force                                                                                 315            163

Long-term business                                                                                829            576
Fund management                                                                                    50             12
Development expenses                                                                              (15)           (20)

Total                                                                                             864            568

Other Income and Expenditure
Investment return and other income                                                                  8             42
Interest payable on core structural borrowings                                                   (177)          (175)
Corporate expenditure:
Group Head Office                                                                                 (83)           (70)
Asia Regional Head Office                                                                         (36)           (30)
Charge for share-based payments for Prudential schemes                                            (10)           (11)

Total                                                                                            (298)          (244)

UK restructuring costs                                                                            (53)             -

Operating profit from continuing operations based on longer-term investment returns             1,976          1,712

Analysed as profits (losses) from:
New business                                                                                    1,039            867
Business in force                                                                               1,184            876

Long-term business                                                                              2,223          1,743
Asia development expenses                                                                         (15)           (20)
Other operating results                                                                          (179)           (11)
UK restructuring costs                                                                            (53)             -

Total                                                                                           1,976          1,712



* EEV basis  operating  profit from continuing  operations  based on longer-term
investment returns excludes goodwill impairment charges, short-term fluctuations
in investment  returns,  the mark to market value movements on core  borrowings,
the  shareholders'  share of  actuarial  and other  gains and  losses on defined
benefit  pension  schemes,  the effect of changes in  economic  assumptions  and
changes in the time value of cost of options and  guarantees  caused by economic
factors.  The  amounts for these  items are  included  in total EEV profit.  The
directors  believe that operating  profit,  as adjusted for these items,  better
reflects  underlying  performance.  Profit  on  ordinary  activities  and  basic
earnings per share include these items together with actual investment  returns.
This  basis  of  presentation  has been  adopted  consistently  throughout  this
preliminary announcement.


EUROPEAN EMBEDDED VALUE (EEV) BASIS RESULTS

MOVEMENT IN SHAREHOLDERS' CAPITAL AND RESERVES (excluding minority interests)



                                                                                  2006       2005

                                                                                  GBPm       GBPm
                                                                                     
Profit for the year attributable to equity holders of the Company               2,212      1,582
Items recognised directly in equity:
Cumulative effect of changes in accounting policies on adoption of IAS              -        (25)
32, IAS 39 and IFRS 4, net of related tax, at 1 January 2005
Unrealised valuation movements on Egg securities classified as                     (2)        (1)
available-for-sale
Movement on cash flow hedges                                                        7         (4)
Exchange movements                                                               (359)       377
Related tax                                                                       (74)        65
Dividends                                                                        (399)      (380)
Acquisition of Egg minority interests                                            (167)         -
New share capital subscribed                                                      336         55
Reserve movements in respect of share-based payments                               15         15
Treasury shares:
Movement in own shares in respect of share-based payment plans                      6          0
Movement in Prudential plc shares purchased by unit trusts consolidated             0          3
under IFRS
Cumulative adjustment at 31 December 2006 net of related tax, for Jackson           7          -
National Life assets backing surplus and required capital (note 8)

Net increase in shareholders' capital and reserves                              1,582      1,687
Shareholders' capital and reserves at beginning of year (excluding             10,301      8,614
minority interests)

Shareholders' capital and reserves at end of year (excluding minority          11,883     10,301
interests)
Comprising:
UK Operations:
Long-term business                                                              5,813      5,132
M&G:
Net assets                                                                        230        245
Acquired goodwill                                                               1,153      1,153
Egg                                                                               292        303
                                                                                7,488      6,833
US Operations                                                                   3,360      3,418
Asian Operations:
Net assets                                                                      2,637      2,070
Acquired goodwill                                                                 172        172
Other Operations:
Holding company net borrowings (at market value)                               (1,542)    (1,724)
Other net liabilities                                                            (232)      (468)

Shareholders' capital and reserves at end of year (excluding minority          11,883     10,301
interests)





EUROPEAN EMBEDDED VALUE (EEV) BASIS RESULTS




SUMMARISED CONSOLIDATED BALANCE SHEET
                                                                          2006      2005

                                                                          GBPm      GBPm
                                                                          
Total assets less liabilities, excluding insurance funds              183,130   174,231
Less insurance funds*:
Policyholder liabilities (net of reinsurers' share) and unallocated  (177,642) (169,037)
surplus of with-profits funds
Less shareholders' accrued interest in the long-term business           6,395     5,107
                                                                     (171,247) (163,930)

Total net assets                                                       11,883    10,301

Share capital                                                             122       119
Share premium                                                           1,822     1,564
Statutory basis shareholders' reserves                                  3,544     3,511
Additional EEV basis retained profit                                    6,395     5,107

Shareholders' capital and reserves (excluding minority interests)      11,883    10,301

* Including liabilities in respect of insurance products classified as
investment products under IFRS 4.


NET ASSET VALUE PER SHARE (in pence)
                                                                          2006    2005
Based on EEV basis shareholders' funds of GBP11,883m (GBP10,301m)         486p    432p
Number of shares issued at year end (millions)                           2,444   2,387





EUROPEAN EMBEDDED VALUE (EEV) BASIS RESULTS


NOTES ON THE EEV BASIS RESULTS


(1)     Basis of preparation of results



The EEV basis results have been prepared in accordance  with the EEV  Principles
issued by the CFO Forum of European Insurance Companies in May 2004 and expanded
by the Additional  Guidance on EEV Disclosures  published in October 2005. Where
appropriate   the  EEV  basis  results   include  the  effects  of  adoption  of
International Financial Reporting Standards (IFRS).


The EEV results for the Group are prepared for 'covered business', as defined by
the EEV Principles.  Covered business represents the Group's long-term insurance
business for which the value of new and in-force  contracts is  attributable  to
shareholders.  The EEV basis results for the Group's  covered  business are then
combined with the IFRS basis results of the Group's other operations.


The  definition of long-term  business  operations  is consistent  with previous
practice and comprises those contracts falling under the definition of long-term
insurance  business for  regulatory  purposes  together with, for US Operations,
contracts  that are in substance  the same as  guaranteed  investment  contracts
(GICs)  but  do  not  fall  within  the  technical  definition.  Under  the  EEV
Principles,  the results for covered business  incorporate the projected margins
of attaching internal fund management.


With two principal exceptions,  covered business comprises the Group's long-term
business  operations.  The  principal  exceptions  are for the  closed  Scottish
Amicable  Insurance  Fund  (SAIF) and for the  presentational  treatment  of the
financial position of two of the Group's defined benefit pension schemes. A very
small  amount  of UK  group  pensions  business  is also  not  modelled  for EEV
reporting purposes.


SAIF is a ring-fenced sub-fund of the PAC long-term fund, established by a Court
approved  Scheme of Arrangement in October 1997.  SAIF is closed to new business
and the  assets  and  liabilities  of the fund are  wholly  attributable  to the
policyholders of the fund. In 2006, a bulk annuity  arrangement between SAIF and
Prudential Retirement Income Limited (PRIL), a shareholder-owned subsidiary took
place,  as explained in note 5.  Reflecting the altered  economic  interest from
SAIF  policyholders to Prudential  shareholders,  this arrangement  represents a
transfer  from  business of the Group that is not  'covered' to business that is
'covered' with consequential effect on the EEV basis results.


As regards the Group's defined benefit pension  schemes,  the surplus or deficit
attaching to the Prudential  Staff Pension  Scheme (PSPS) and Scottish  Amicable
Pension  scheme are excluded from the value of UK Operations and included in the
total for Other  Operations.  The  surplus and  deficit  amounts  are  partially
attributable to the Prudential  Assurance  Company (PAC)  with-profits  fund and
shareholder-backed long-term business and partially to other parts of the Group.
In addition to the IFRS surplus or deficit,  the shareholders' 10 per cent share
of the PAC  with-profits  sub-fund's  interest in the movement on the  financial
position of the schemes is recognised for EEV reporting purposes.


The  directors  are  responsible  for  the  preparation  of  the   supplementary
information in accordance with the EEV Principles.



The EEV basis  results  for 2006 and 2005 have been  derived  from the EEV basis
results supplement to the Company's  statutory accounts for 2006. The supplement
included an unqualified audit report from the auditors.


(2)     Economic assumptions


Deterministic

In most  countries,  the long-term  expected rates of return on investments  and
risk  discount  rates are set by reference to period end rates of return on cash
or fixed interest securities. This 'active' basis of assumption setting has been
applied in preparing the results of all the Group's UK and US long-term business
operations.  For the Group's Asian  Operations,  the active basis is appropriate
for business written in Japan, Korea and US dollar denominated  business written
in Hong Kong.


An exception to this general rule is that for countries  where  long-term  fixed
interest markets are less established,  investment  return  assumptions and risk
discount  rates are based on an assessment of longer-term  economic  conditions.
Except for the countries listed above, this basis is appropriate for the Group's
Asian operations.


Expected  returns on equity and property  asset  classes are derived by adding a
risk premium,  also based on the long-term  view of  Prudential's  economists in
respect of each  territory,  to the  risk-free  rate.  In the UK the equity risk
premium is 4.0 per cent (2005:  4.0 per cent) above risk-free  rates. The equity
risk  premium in the US is 4.0 per cent (2005:  4.0 per cent).  In Asia,  equity
risk  premiums  range from 3.0 per cent to 5.8 per cent  (2005:  3.0 per cent to
5.75 per cent).  Best  estimate  assumptions  for other asset  classes,  such as
corporate bond spreads, are set consistently.


Assumed  investment  returns  reflect the expected  future returns on the assets
held and allocated to the covered business at the valuation date.




The table below summarises the principal financial assumptions:


                                                                                   2006          2005
                                                                                      %             %
                                                                                           
UK Insurance Operations
Risk discount rate:
New business                                                                        7.8          7.55
In force                                                                            8.0           7.7
Pre-tax expected long-term nominal rates of investment return:
UK equities                                                                         8.6           8.1
Overseas equities                                                            8.6 to 9.3   8.1 to 8.75
Property                                                                            7.1           6.4
Gilts                                                                               4.6           4.1
Corporate bonds                                                                     5.3           4.9
Expected long-term rate of inflation                                                3.1           2.9
Post-tax expected long-term nominal rate of return for the
with-profits fund:
Pension business (where no tax applies)                                             7.5           7.1
Life business                                                                       6.6           6.3

US Operations (Jackson National Life)
Risk discount rate:
New business                                                                        7.6           6.9
In force                                                                            6.7           6.1
Expected long-term spread between earned rate and rate credited to                 1.75          1.75
policyholders for single premium deferred annuity business
US 10 year treasury bond rate at end of period                                      4.8           4.4
Pre-tax expected long-term nominal rate of return for US equities                   8.8           8.4
Expected long-term rate of inflation                                                2.5           2.4





Asian Operations



               China     Hong India Indonesia Japan Korea Malaysia Philippines Singapore Taiwan Thailand Vietnam
                         Kong                               (notes                       (notes
                       (notes                               iv, v)                (notes ii, v)
                     iii, iv,                                                     iv, v)
                           v)
                  31   31 Dec    31    31 Dec    31    31   31 Dec      31 Dec    31 Dec 31 Dec   31 Dec  31 Dec
                 Dec            Dec             Dec   Dec
                2006     2006  2006      2006  2006  2006     2006        2006      2006   2006     2006    2006
                   %        %     %         %     %     %        %           %         %      %        %       %
                                                                        
Risk discount
rate:
New business    12.0      6.6  16.5      17.5   5.3   9.5      9.5        16.5       6.9    8.8    13.75    16.5
In force        12.0      6.8  16.5      17.5   5.3   9.5      9.2        16.5       6.9    9.3    13.75    16.5
Expected         4.0     2.25   5.5       6.5   0.0  2.75      3.0         5.5      1.75   2.25     3.75     5.5
long-term rate
of inflation
Government       9.0      4.7  10.5      11.5   2.1   5.0      7.0        10.5       4.5    5.5     7.75    10.5
bond yield
               China     Hong India Indonesia Japan Korea Malaysia Philippines Singapore Taiwan Thailand Vietnam
                         Kong                               (notes                (notes (notes
                       (notes                               iv, v)                iv, v) ii, v)
                     iii, iv,
                           v)
                  31   31 Dec    31    31 Dec    31    31   31 Dec      31 Dec    31 Dec 31 Dec   31 Dec  31 Dec
                 Dec            Dec             Dec   Dec
                2005     2005  2005      2005  2005  2005     2005        2005      2005   2005     2005    2005
                   %        %     %         %     %     %        %           %         %      %        %       %
Risk
discount
rate:
New business    12.0      5.9  16.5      17.5   5.0  10.3      9.4        16.5       6.7    9.0    13.75    16.5
In force        12.0     6.15  16.5      17.5   5.0  10.3      9.0        16.5       6.8    9.4    13.75    16.5
Expected         4.0     2.25   5.5       6.5   0.0  2.75      3.0         5.5      1.75   2.25     3.75     5.5
long-term rate
of inflation
Government       9.0      4.8  10.5      11.5   1.8   5.8      7.0        10.5       4.5    5.5     7.75    10.5
bond yield

                                                                                     Asia total       Asia total
                                                                                    31 Dec 2006      31 Dec 2005
                                                                                              %                %
Weighted risk discount rate (note i)
New business                                                                                9.8              9.8
In force                                                                                    8.8              8.4





Notes

(i) The weighted  discount rates for the Asian  operations shown above have been
determined by weighting  each  country's  discount rates by reference to the EEV
basis  operating  result for new  business  and the  closing  value of  in-force
business.


(ii)  For  traditional  business  in  Taiwan,  the  economic  scenarios  used to
calculate the 2006 and 2005 EEV basis results reflect the assumption of a phased
progression  of the bond yields from the  current  rates  applying to the assets
held to the long-term expected rates.


The projections assume that in the average scenario,  the current bond yields of
around 2 per cent trend  towards 5.5 per cent at 31 December  2013 (2005:  2 per
cent trend towards 5.5 per cent at 31 December 2012).


In  projecting  forward the Fund Earned  Rate  allowance  is made for the mix of
assets in the  fund,  future  investment  strategy,  and  further  market  value
depreciation of bonds held as a result of assumed future yield increases.  These
factors,  together with the assumption of the phased  progression in bond yields
give rise to an average  assumed  Fund Earned Rate that trends from 2.1 per cent
for 2006 to 5.7 per cent in 2014.  The assumed Fund Earned Rate falls to 1.4 per
cent in 2007 and  remains  below 2.1 per cent for a  further  five  years.  This
feature is due to the  depreciation  of bond values as yields rise.  Thereafter,
the assumed Fund Earned Rate  fluctuates  around a target of 5.9 per cent.  This
projection  compares with that applied for the 2005 results of a grading from an
assumed rate of 2.3 per cent for 2005 to 5.4 per cent for 2013.  Consistent with
the EEV methodology  applied,  a constant  discount rate has been applied to the
projected cashflows.


(iii)  The  assumptions  shown  are for US  dollar  denominated  business  which
comprises the larger proportion of the in-force Hong Kong business.


(iv)    Assumed equity returns

The most  significant  equity holdings in the Asian operations are in Hong Kong,
Singapore and Malaysia. The mean equity return assumptions for those territories
at 31 December 2006 were 8.7 per cent (31 December 2005: 8.6 per cent),  9.3 per
cent (31 December 2005: 9.3 per cent) and 12.8 per cent (31 December 2005:  12.8
per cent)  respectively.  To obtain the mean, an average over all simulations of
the accumulated  return at the end of the projection  period is calculated.  The
annual  average  return is then  calculated  by taking  the root of the  average
accumulated return minus 1.


(v) For  Singapore,  Malaysia,  Taiwan  and Hong  Kong,  cash  rates are used in
setting the risk discount rates.


Stochastic

The economic  assumptions  used for the stochastic  calculations  are consistent
with those used for the deterministic  calculations described above. Assumptions
specific  to the  stochastic  calculations  such as the  volatilities  of  asset
returns reflect local market conditions and are based on a combination of actual
market data,  historic  market data and an  assessment of  longer-term  economic
conditions.  Common  principles  have  been  adopted  across  the  Group for the
stochastic  asset models,  for example,  separate  modelling of individual asset
classes but with allowance for correlation between the various asset classes.


Details are given below of the key characteristics and calibrations of each
model.


UK Insurance Operations

-  Interest rates are projected using a two-factor model calibrated to
actual market data;


-  The risk premium on equity assets is assumed to follow a log-normal
distribution;


-  The corporate bond return is calculated as the return on a
zero-coupon bond plus a spread. The spread process is a mean reverting
stochastic process; and


-  Property returns are modelled in a similar fashion to corporate
bonds, namely as the return on a riskless bond, plus a risk premium, plus a
process representative of the change in residual values and the change in value
of the call option on rents.


The rates to which the model has been calibrated are set out below.


Mean returns have been derived as the annualised arithmetic average return
across all simulations and durations.



Standard  deviations have been  calculated by taking the annualised  variance of
the returns over all the simulations,  taking the square root and averaging over
all durations in the projection. For bonds the standard deviations relate to the
yields on bonds of the average portfolio duration. For equity and property, they
relate to the total return on these assets.  The standard  deviations applied to
both years presented in these statements are as follows:


                                                                      %
Government bond yield                                               2.0
Corporate bond yield                                                5.5
Equities:
UK                                                                 18.0
Overseas                                                           16.0
Property                                                           15.0



Jackson National Life


-  Interest rates are projected using a log-normal generator calibrated
to actual market data;


-  Corporate bond returns are based on Treasury securities plus a
spread that has been calibrated to current market conditions and varies by
credit quality; and


-  Variable annuity equity and bond returns have been stochastically
generated using a regime-switching log-normal model with parameters determined
by reference to historical data. The volatility of equity fund returns ranges
from 18.6 per cent to 28.1 per cent (2005: 18.6 per cent to 28.1 per cent),
depending on risk class, and the volatility of bond funds ranges from 1.4 per
cent to 2.0 per cent (2005: 1.4 per cent to 1.8 per cent).


Asian Operations


The same asset return model, as used in the UK,  appropriately  calibrated,  has
been used for the Asian  operations.  The principal asset classes are government
and  corporate  bonds.  Equity  holdings  are much  lower  than in the UK whilst
property is not held as an investment asset.


The  stochastic  cost of guarantees is only of  significance  for the Hong Kong,
Singapore, Malaysia and Taiwan operations.


The mean stochastic returns are consistent with the mean deterministic returns
for each country. The volatility of equity returns ranges from 18 per cent to 25
per cent (2005: 18 per cent to 26 per cent), and the volatility of government
bond yields ranges from 1.4 per cent to 2.5 per cent (2005: 1.3 per cent to 2.2
per cent).


(3)     Level of encumbered capital


In adopting the EEV Principles,  Prudential has based encumbered  capital on its
internal  targets for  economic  capital  subject to it being at least the local
statutory  minimum  requirements.  Economic  capital is assessed  using internal
models, but when applying the EEV principals Prudential does not take credit for
the  significant  diversification  benefits  that exist  within  the Group.  For
with-profits  business  written in a segregated life fund, as is the case in the
UK and  Asia,  the  capital  available  in the  fund is  sufficient  to meet the
encumbered capital requirements.


The table below summarises the levels of encumbered capital as a percentage of
the relevant statutory requirement.

                                   Capital as a percentage of relevant statutory
                                                                     requirement

UK Insurance Operations                                       100% of EU Minimum
Jackson National Life                               235% of Company Action Level
Asian Operations                       100% of Financial Conglomerates Directive
                                                                    requirement






(4)     Margins on new business premiums and contributions



2006                                 New Business         Annual    Present  Pre-Tax New    New Business
                                       Premiums      Premium and   value of     Business       Margin
                                                    Contribution        New
                                                     Equivalents   Business
                                                                   Premiums
                                    Single  Regular        (APE)    (PVNBP) Contribution   (APE)    (PVNBP)
                                       GBPm    GBPm         GBPm       GBPm         GBPm       %          %
                                                                                   
UK Insurance Operations               6,991     201          900      7,712          266      30        3.4
Jackson National Life                 5,964      17          614      6,103          259      42        4.2
Asian Operations                      1,072     849          956      5,132          514      54       10.0
Total                                14,027   1,067        2,470     18,947        1,039      42        5.5

2005                                 New Business         Annual    Present  Pre-Tax New    New Business
                                       Premiums      Premium and   value of     Business       Margin
                                                    Contribution        New
                                                     Equivalents   Business
                                                                   Premiums
                                    Single  Regular        (APE)    (PVNBP) Contribution   (APE)    (PVNBP)
                                       GBPm    GBPm         GBPm       GBPm         GBPm       %          %
UK Insurance Operations               7,002     191          892      7,718          243      27        3.1
Jackson National Life                 5,009      14          515      5,135          211      41        4.1
Asian Operations                        837     648          731      4,039          413      56       10.2
Total                                12,848     853        2,138     16,892          867      41        5.1




New business margins are shown on two bases,  namely the margins by reference to
Annual Premium and Contribution  Equivalents  (APE) and the Present Value of New
Business Premiums  (PVNBP).  APEs are calculated as the aggregate of regular new
business  amounts  and  one-tenth  of single new  business  amounts.  PVNBPs are
calculated as equalling  single  premiums plus the present value of expected new
business  premiums of regular  premium  business,  allowing for lapses and other
assumptions made in determining the EEV new business contribution.


The table of new business  premiums and margins  above  excludes SAIF DWP rebate
premiums.  Comparatives  for premiums for this business,  which were  previously
included in the totals have been restated.


In  determining  the EEV basis  value of new  business  written  in the year the
policies incept, premiums are included in projected cash flows on the same basis
of  distinguishing  annual and single premium  business as set out for statutory
basis reporting.


New business contributions represent profits determined by applying the economic
and non-economic assumptions applying at the end of the reporting period.


(5) Bulk  annuity  reinsurance  from the  Scottish  Amicable  Insurance  Fund to
Prudential Retirement Income Limited


In June 2006 Prudential  Retirement Income Limited (PRIL), a  shareholder-backed
subsidiary of the Company,  entered into a bulk annuity reinsurance  arrangement
with  the  Scottish  Amicable  Insurance  Fund  (SAIF)  for the  reinsurance  of
non-profit immediate pension annuity liabilities with a premium of GBP560m. SAIF
is a closed ring-fenced  sub-fund of the PAC long-term fund, which is solely for
the benefit of SAIF policyholders.  Shareholders have no interest in the profits
of this sub-fund and,  accordingly,  it is not part of covered  business for EEV
reporting purposes.


Consistent  with the transfer from uncovered to covered  business and reflecting
the transfer of longevity risk, requirement for capital support, and entitlement
to surpluses on this block of business from SAIF to Prudential shareholders, the
transaction  has been  accounted  for as new  business  for EEV basis  reporting
purposes.


(6)     UK restructuring costs


The charge of GBP53m for restructuring  costs comprises GBP50m recognised on the
IFRS  basis  and an  additional  GBP3m  recognised  on the  EEV  basis  for  the
shareholders'  share of costs  incurred by the PAC  with-profits  sub-fund.  The
costs  relate to the  initiative  announced  in December  2005 for UK  Insurance
Operations to work more closely with Egg and M&G.


(7)     UK Insurance Operations expense assumptions


The 2005 EEV basis financial statements included note disclosure explaining that
in determining  the  appropriate  expense  assumptions for 2005 account had been
taken of the cost synergies that were expected to arise with some certainty from
the initiative  announced in December 2005 from UK Insurance  Operations working
more  closely  with Egg and M&G.  Without  this  factor  there would have been a
charge for altered expense  assumptions of approximately  GBP55m.  The half year
2006 EEV basis results were prepared on the same basis.


The  initiative  was expected to provide  annual  savings to the cost base of UK
Operations in aggregate of GBP40m. In addition, at the interim results stage, it
was  announced  that an end to end  review of the UK  business,  with the aim of
reducing the overall cost base was underway. Total UK annual savings,  including
the GBP40m mentioned above, were noted as being expected to be GBP150m per annum
comprising  GBP100m  for Egg and  shareholder-backed  business  of UK  Insurance
Operations and GBP50m  attaching to the with-profits  sub-fund.  The savings for
the UK  Insurance  Operations  cover  both  acquisition  and  renewal  activity.
Reflecting the underlying trend in unit costs, the interim results  announcement
noted that the  element of the  additional  savings  of GBP110m  that  relate to
long-term  business  was  expected  to be  neutral  in its  effect  on EEV basis
results.


With the  agreement to sell Egg Banking Plc, the actions  necessary to implement
these plans have been  reassessed and additional  initiatives  put in place,  as
announced on 15 March 2007.


In preparing the 2006 EEV basis results for UK Insurance Operations, account has
been  taken of the  expense  savings  that are  expected  to  arise  from  these
initiatives.  Without this factor the effect on the 2006 results would have been
an additional charge of GBP44m for the net effect of revised assumptions in line
with 2006 unit costs.  The size of this change reflects the lagged effect of the
implementation  of the  previously  announced  initiatives  which have  affected
run-rate savings as at 31 December 2006 but not translated to the same extent in
unit costs over 2006 as a whole.


(8)  Cumulative  adjustment at 31 December 2006 for Jackson  National life (JNL)
assets backing surplus and required capital


Previously the valuation  placed on the JNL assets backing  surplus and required
capital  reflected the fact that generally they are held for the longer-term and
excluded the short-term differences between market value and amortised cost. For
the balance sheet at 31 December 2006 and  prospectively  these short-term value
adjustments are incorporated.  At 31 December 2006 the balance sheet adjustment,
net of related tax is an increase of GBP7m. For 31 December 2005 the adjustment,
if it had been booked at that date, was an increase of GBP19m.  Future movements
for  this   item,   consistent   with  the   basis   applied   under   IFRS  for
available-for-sale  securities,  will be booked in the  statement of movement in
shareholders' capital and reserves.


(9) Taiwan - effect of altered  economic  assumptions and sensitivity of results
to future market conditions


In 2006,  as  explained in note 2, the  expected  long-term  bond yield has been
maintained at 5.5 per cent.  However,  the date at which the expected  long-term
yield is projected to be attained  has been  altered from 31 December  2012,  as
applied for the 2005  results,  to 31 December  2013.  This change of assumption
together  with the  associated  effect of the  resulting  change on the economic
capital requirement has given rise to a pre-tax charge of GBP101m.


The  sensitivity  of the  embedded  value  at 31  December  2006  of the  Taiwan
operation to altered economic assumptions and future market conditions to:


(a) A 1 per cent  increase or decrease in the  projected  long-term  bond yield,
(including  all  consequential  changes to  investment  returns for all classes,
market values of fixed interest assets and risk discount rates),  is GBP107m and
GBP(165)m  respectively (31 December 2005: GBP106m and GBP(174)m  respectively);
and


(b) A 1 per  cent  increase  or  decrease  in the  starting  bond  rate  for the
progression to the assumed long-term rate is GBP116m and GBP(125)m  respectively
(31 December 2005: GBP104m and GBP(108)m respectively).


If a delay of a further  year to 31  December  2014 for the start and end of the
progression  period had been assumed in preparing the 2006 results,  there would
have been an additional charge of GBP(88)m.




INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRS) BASIS RESULTS


CONSOLIDATED INCOME STATEMENT


                                                                        2006     2005

                                                                        GBPm     GBPm

                                                                        
Gross premiums earned                                                16,157   15,225
Outward reinsurance premiums                                           (171)    (197)
Earned premiums, net of reinsurance                                  15,986   15,028
Investment income                                                    17,904   24,013
Other income                                                          2,055    2,084
Total revenue, net of reinsurance (note B)                           35,945   41,125

Benefits and claims and movement in unallocated surplus of          (28,421) (33,100)
with-profits funds

Acquisition costs and other operating expenditure                    (5,243)  (5,552)

Finance costs: interest on core structural borrowings of               (210)    (208)
shareholder-financed operations
Goodwill impairment charge                                                -     (120)
Total charges (note B)                                              (33,874) (38,980)

Profit before tax* (note B)                                           2,071    2,145
Tax attributable to policyholders' returns                             (849)  (1,147)
Profit before tax attributable to shareholders (note C)               1,222      998
Tax expense (note E)                                                 (1,196)  (1,388)
Less: tax attributable to policyholders' returns                        849    1,147
Tax attributable to shareholders' profit (note E)                      (347)    (241)

Profit from continuing operations after tax                             875      757
Discontinued operations (net of tax)                                      -        3
Profit for the year                                                     875      760

Attributable to:
Equity holders of the Company                                           874      748
Minority interests                                                        1       12
Profit for the year                                                     875      760

Earnings per share (in pence)                                           2006     2005

Basic (based on 2,413m and 2,365m shares respectively):
Based on profit from continuing operations attributable to the         36.2p    31.5p
equity holders of the Company (note F)
Based on profit from discontinued operations attributable to the           -     0.1p
equity holders of the Company
                                                                       36.2p    31.6p

Diluted (based on 2,416m and 2,369m shares respectively):
Based on profit from continuing operations attributable to the         36.2p    31.5p
equity holders of the Company
Based on profit from discontinued operations attributable to the           -     0.1p
equity holders of the Company
                                                                       36.2p    31.6p

Dividends per share (in pence)                                          2006     2005
Dividends relating to reporting period:
Interim dividend (2006 and 2005)                                       5.42p    5.30p
Final dividend (2006 and 2005) (note G)                               11.72p   11.02p
Total                                                                 17.14p   16.32p
Dividends declared and paid in reporting period:
Current year interim dividend                                          5.42p    5.30p
Final dividend for prior year                                         11.02p   10.65p
Total                                                                 16.44p   15.95p



* Profit before tax represents  income net of post-tax  transfers to unallocated
surplus of with-profits  funds,  before tax  attributable to  policyholders  and
unallocated   surplus  of   with-profits   funds,   unit-linked   policies   and
shareholders' profits.



CONSOLIDATED STATEMENT OF CHANGES IN EQUITY


                                                               2006
                              Share   Share Retained  Trans-  Avail- Hedging   Share-  Minority  Total
                            capital premium earnings  lation   able- reserve holders' interests equity
                                                     reserve    for-           equity
                                                                sale
                                                              secur-
                                                               ities
                                                             reserve
                               GBPm    GBPm    GBPm     GBPm    GBPm    GBPm     GBPm      GBPm   GBPm
Reserves
                                                                       
Profit for the year                             874                              874         1    875

Items recognised directly
in equity:
Exchange movements                                     (224)                    (224)            (224)
Movement on cash flow                                                     7        7                7
hedges
Unrealised valuation
movements on securities
classified as
available-for-sale:
Unrealised holding losses                                      (210)            (210)            (210)
arising during the year
Less losses included in the                                       7                7                7
income statement
Unrealised investment                                          (203)            (203)            (203)
losses, net
Related change in                                                75               75               75
amortisation of deferred
income and acquisition
costs
Related tax                                             (74)     50      (2)     (26)             (26)
Total items recognised                                 (298)    (78)      5     (371)            (371)
directly in equity
Total income and expense                        874    (298)    (78)      5      503         1    504
for the year
Dividends                                      (399)                            (399)            (399)
Reserve movements in                             15                               15               15
respect of share-based
payments
Change in minority                                                                          43     43
interests arising
principally from purchase
and sale of venture
investment companies and
property partnerships of
the PAC with-profits fund
and of other investment
funds
Acquisition of Egg minority                    (167)                            (167)      (84)  (251)
interests (note J)

Share capital and share
premium
New share capital                 3    333                                       336              336
subscribed (note H)
Transfer to retained                   (75)      75
earnings in respect of
shares issued in lieu of
cash dividends (note H)

Treasury shares
Movement in own shares in                         6                                6                6
respect of share-based
payment plans
Movement in Prudential plc                        0                                0                0
shares purchased by unit
trusts consolidated under
IFRS
Net increase (decrease) in        3    258      404    (298)    (78)      5      294       (40)   254
equity

At beginning of year            119  1,564    3,236     173     105      (3)   5,194       172  5,366
At end of year                  122  1,822    3,640    (125)     27       2    5,488       132  5,620







                                                               2005
                              Share   Share Retained  Trans-  Avail- Hedging   Share-  Minority  Total
                            capital premium earnings  lation   able- reserve holders' interests equity
                                                     reserve    for-           equity
                                                                sale
                                                              secur-
                                                               ities
                                                             reserve
                               GBPm    GBPm     GBPm    GBPm    GBPm    GBPm     GBPm      GBPm   GBPm
Reserves
Profit for the year                             748                              748        12    760
                                                                     

Items recognised directly
in equity:
Exchange movements                                      268                      268              268
Movement on cash flow                                                    (4)      (4)        1     (3)
hedges
Unrealised valuation
movements on securities
classified as
available-for-sale:
Unrealised holding losses                                      (773)            (773)            (773)
arising during the year
Less losses included in the                                      22               22               22
income statement
Unrealised investment                                          (751)            (751)            (751)
losses, net
Related change in                                               307              307              307
amortisation of deferred
income and acquisition
costs
Related tax                                              65     152       1      218              218
Total items recognised                                  333    (292)     (3)      38         1     39
directly in equity
Total income and expense                        748     333    (292)     (3)     786        13    799
for the year
Cumulative effect of                     2     (173)            397              226        (3)   223
changes in accounting
policies on adoption of IAS
32, IAS 39 and IFRS 4, net
of applicable taxes at 1
January 2005 (note M)
Dividends                                      (380)                            (380)            (380)
Reserve movements in                             15                               15        (1)    14
respect of share-based
payments
Change in minority                                                                          26     26
interests arising
principally from purchase
and sale of venture
investment companies and
property partnerships of
the PAC with-profits fund

Share capital and share
premium
New share capital                 0     55                                        55               55
subscribed
Transfer to retained                   (51)      51
earnings in respect of
shares issued in lieu of
cash dividends

Treasury shares
Movement in own shares in                         0                                0                0
respect of share-based
payment plans
Movement in Prudential plc                        3                                3                3
shares purchased by unit
trusts consolidated under
IFRS
Net increase (decrease) in               6      264      333    105      (3)     705        35    740
equity

At beginning of year            119  1,558    2,972    (160)                   4,489       137  4,626
At end of year                  119  1,564    3,236      173    105      (3)   5,194       172  5,366






INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRS) BASIS RESULTS


CONSOLIDATED BALANCE SHEET


                                                                        2006    2005
                                                                               (note
                                                                        GBPm  N) GBPm
Assets

Intangible assets attributable to shareholders:
                                                                         
Goodwill                                                               1,341   1,341
Deferred acquisition costs and acquired in force value of              2,497   2,405
long-term business contracts
                                                                       3,838   3,746

Intangible assets attributable to PAC with-profits fund (note N):
In respect of venture fund investment subsidiaries                       830     679
Deferred acquisition costs                                                31      35
                                                                         861     714
Total                                                                  4,699   4,460

Other non-investment and non-cash assets:
Property, plant and equipment                                          1,133     910
Reinsurers' share of policyholder liabilities                            945   1,278
Deferred tax assets                                                    1,012     755
Current tax recoverable                                                  404     231
Accrued investment income                                              1,900   1,791
Other debtors                                                          1,052   1,305
Total                                                                  6,446   6,270

Investments of long-term business, banking and other operations:
Investment properties                                                 14,491  13,180
Investments accounted for using the equity method                          6       5
Financial investments:
Loans and receivables                                                 11,573  13,245
Equity securities and portfolio holdings in unit trusts               78,892  71,985
Debt securities                                                       81,719  82,471
Other investments                                                      5,401   3,879
Deposits                                                               7,759   7,627
Total                                                                199,841 192,392

Held for sale assets                                                     463     728
Cash and cash equivalents                                              5,071   3,586
Total assets                                                         216,520 207,436

Equity and liabilities

Equity
Shareholders' equity (note H)                                          5,488   5,194
Minority interests                                                       132     172
Total equity                                                           5,620   5,366

Liabilities
Banking customer accounts                                              5,554   5,830
Policyholder liabilities and unallocated surplus of with-profits
funds:
Insurance contract liabilities                                       123,213 120,436
Investment contract liabilities with discretionary participation      28,733  26,523
features
Investment contract liabilities without discretionary                 13,042  12,026
participation features
Unallocated surplus of with-profits funds                             13,599  11,330

Total                                                                178,587 170,315

Core structural borrowings of shareholder-financed operations:
Subordinated debt (other than Egg)                                     1,538   1,646
Other                                                                  1,074   1,093
                                                                       2,612   2,739
Egg subordinated debt                                                    451     451
Total                                                                  3,063   3,190

Other borrowings:
Operational borrowings attributable to shareholder-financed            5,609   6,432
operations (note I)
Borrowings attributable to with-profits funds (note I)                 1,776   1,898

Other non-insurance liabilities:
Obligations under funding, securities lending and sale and             4,232   4,529
repurchase agreements
Net asset value attributable to unit holders of consolidated unit      2,476     965
trusts and similar funds
Current tax liabilities                                                1,303     962
Deferred tax liabilities                                               3,882   3,077
Accruals and deferred income                                             517     506
Other creditors                                                        1,398   1,478
Provisions                                                               464     972
Other liabilities                                                      1,652   1,770
Held for sale liabilities                                                387     146
Total                                                                 16,311  14,405
Total liabilities                                                    210,900 202,070
Total equity and liabilities                                         216,520 207,436






CONSOLIDATED CASH FLOW STATEMENT


                                                                       2006     2005

                                                                       GBPm     GBPm
Cash flows from operating activities

                                                                        
Profit before tax (note i)                                           2,071    2,145
Changes in operating assets and liabilities:
Investments                                                        (13,748) (21,462)
Banking customer accounts                                             (276)    (861)
Other non-investment and non-cash assets                              (232)    (957)
Policyholder liabilities (including unallocated surplus)            13,540   21,113
Other liabilities (including operational borrowings)                 1,136      180
Interest income and expense and dividend income included in profit (10,056)  (8,410)
before tax
Other non-cash items                                                   198        0
Operating cash items:
Interest receipts                                                    6,466    5,946
Dividend receipts                                                    3,633    2,680
Tax paid                                                              (523)    (573)
Net cash flows from operating activities                             2,209     (199)
Cash flows from investing activities
Purchases of property, plant and equipment                            (174)    (160)
Proceeds from disposal of property, plant and equipment                 34        6
Costs incurred on purchase of Egg minority interests                    (6)       -
Acquisition of subsidiaries, net of cash balances (note ii)            (70)     (68)
Disposal of subsidiaries, net of cash balances (note ii)               114      252
Net cash flows from investing activities                              (102)      30
Cash flows from financing activities
Structural borrowings of the Group:
Shareholder-financed operations (note iii):
Issue                                                                   -       168
Redemption                                                              (1)    (308)
Interest paid                                                         (204)    (204)
With-profits operations (note iv):
Interest paid                                                           (9)      (9)
Equity capital (note v):
Issues of ordinary share capital                                        15        3
Dividends paid to shareholders                                        (323)    (328)
Net cash flows from financing activities                              (522)    (678)

Net increase (decrease) in cash and cash equivalents                 1,585     (847)
Cash and cash equivalents at beginning of year                       3,586    4,341
Effect of exchange rate changes on cash and cash equivalents          (100)      92
Cash and cash equivalents at end of year (note vi)                   5,071    3,586



Notes

(i)  Profit  before  tax  represents   income,  net  of  post-tax  transfers  to
unallocated   surplus  of  with-profits   funds,   before  tax  attributable  to
policyholders  and  unallocated  surplus  of  with-profits  funds,   unit-linked
policies and  shareholders'  profits.  It does not  represent  profit before tax
attributable to shareholders.


(ii)  Acquisitions  and disposals of  subsidiaries  shown above include  venture
investment  subsidiaries  of the PAC  with-profits  fund as  shown in note J. In
2005, this also includes the purchase of Life Insurance Company of Georgia.

(iii) Structural  borrowings of  shareholder-financed  operations consist of the
core debt of the  parent  company  and  related  finance  subsidiaries,  Jackson
National  Life  surplus  notes and Egg  subordinated  debt.  Core debt  excludes
borrowings  to  support  short-term  fixed  income  securities   programmes  and
non-recourse  borrowings  of  investment  subsidiaries  of  shareholder-financed
operations.  Cash flows in respect of these  borrowings are included within cash
flows from operating activities.


(iv)  Structural  borrowings  of  with-profits  operations  relate solely to the
GBP100m 8.5 per cent undated  subordinated  guaranteed bonds which contribute to
the solvency base of the Scottish Amicable  Insurance Fund (SAIF), a ring-fenced
sub-fund  of the PAC  with-profits  fund.  Cash  flows  on other  borrowings  of
with-profits funds, which principally relate to venture investment subsidiaries,
are included within cash flows from operating activities.

(v)      Cash movements in respect of equity capital exclude scrip dividends and
share capital issued in respect of the acquisition of Egg minority interests.


(vi) Of the cash and cash  equivalents  amounts  reported above,  GBP437m (2005:
GBP263m)  represents cash and cash equivalents of the parent company and related
finance subsidiaries.







INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRS) BASIS RESULTS


NOTES ON THE STATUTORY IFRS BASIS RESULTS


A    Basis of preparation and audit status


The statutory basis results  included in this  announcement  have been extracted
from the  audited  financial  statements  of the  Group  for the  year  ended 31
December  2006.   These   statements  have  been  prepared  in  accordance  with
International  Financial  Reporting  Standards (IFRS) as adopted by the European
Union (EU) as required by EU law (IAS Regulation EC1606/2002).


The  auditors  have  reported  on the 2006  statutory  accounts.  The  financial
information set out above does not constitute the Company's  statutory  accounts
for the years ended 31 December 2006 or 2005 but is derived from those accounts.
The auditors' report was (i) unqualified,  (ii) did not include reference to any
matters  to  which  the  auditors  drew  attention  by way of  emphasis  without
qualifying  their report and (iii) did not contain a statement under section 237
(2) or (3) of the Companies Act 1985.


In 2005, the Group adopted the amendments to IAS 39, 'The Fair Value Option' and
IAS 19,  'Employee  Benefits'  (as  amended  in  2004).  These  amendments  were
mandatory for accounting periods beginning on or after 1 January 2006.


There are no other  new or  revised  accounting  standards  and  interpretations
issued  by  the   International   Accounting   Standards  Board  (IASB)  or  the
International Financial Reporting Interpretations Committee (IFRIC) of the IASB,
effective in 2006, that have an impact on the results of the Group.


The  following  amendments  and  interpretations  to  published  standards  were
mandatory for  accounting  periods  beginning on or after 1 January 2006 and are
relevant to the Group's  operations but their adoption did not have an impact on
the Group's results:


(i)  Amendment to IAS 39, 'Cash Flow Hedge  Accounting  of Forecast  Intra-group
Transactions'.

(ii) Amendment to IAS 39 and IFRS 4, 'Financial Guarantee Contracts'.

(iii) Amendments to IAS 21, 'Net Investment in a foreign operation'.



B    Segment disclosure



                                                                     2006         2005
                                                                     GBPm         GBPm
                                                                          
Revenue
Long-term business                                                34,197       39,296
Banking                                                              914        1,115
Broker-dealer and fund management                                  1,080          895
Unallocated corporate                                                 38           98
Intra-group revenue eliminated on consolidation                     (284)        (279)
Total revenue, net of reinsurance, per income statement           35,945       41,125

Charges (before income tax attributable to policyholders and
unallocated surplus of long-term insurance funds)
Long-term business, including post-tax transfers to unallocated  (32,162)     (36,997)
surplus of with-profits funds
Banking                                                           (1,064)      (1,071)
Broker-dealer and fund management                                   (797)        (741)
Unallocated corporate                                               (135)        (450)
Intra-group charges eliminated on consolidation                      284          279
Total charges per income statement                               (33,874)     (38,980)


Segment results - revenue less charges (continuing operations)
Long-term business                                                2,035        2,299
Banking*                                                           (150)          44
Broker-dealer and fund management                                   283          154
Unallocated corporate                                               (97)        (352)

Profit before tax**                                               2,071        2,145
Tax attributable to policyholders' returns                         (849)      (1,147)
Profit before tax attributable to shareholders                    1,222          998
Tax attributable to shareholders' profits                          (347)        (241)
Profit from continuing operations after tax                         875          757

Segment results - discontinued operations (net of tax)
Banking                                                               -            3
Profit for the year                                                 875          760



* The segment  result for  banking  represents  the  operating  profit  based on
longer-term  investment  returns  net of  restructuring  costs,  and  short-term
fluctuations in investment returns.


** Profit before tax represents income net of post-tax  transfers to unallocated
surplus of with-profits  funds,  before tax  attributable to  policyholders  and
unallocated   surplus  of   with-profits   funds,   unit-linked   policies   and
shareholders' profits.



C    Supplementary analysis of profit from continuing operations before tax
attributable to shareholders



                                                                     2006     2005
Results analysis by business area                                    GBPm     GBPm
UK Operations
                                                                        
UK Insurance Operations (note D)                                     500      400
M&G                                                                  204      163
Egg                                                                 (145)      44
Total                                                                559      607
US Operations
Jackson National Life (note D)                                       398      348
Broker-dealer and fund management                                     18       24
Curian                                                                (8)     (10)
Total                                                                408      362
Asian Operations
Long-term business (note D)                                          189      195
Fund management                                                       50       12
Development expenses                                                 (15)     (20)
Total                                                                224      187
Other Income and Expenditure
Investment return and other income                                    58       87
Interest payable on core structural borrowings                      (177)    (175)
Corporate expenditure:
Group Head Office                                                    (83)     (70)
Asia Regional Head Office                                            (36)     (30)
Charge for share-based payments for Prudential schemes               (10)     (11)
Total                                                               (248)    (199)
UK restructuring costs (note L)                                      (50)       -
Operating profit from continuing operations based on longer-term     893      957
investment returns
Goodwill impairment charge (note i)                                    -     (120)
Short-term fluctuations in investment returns on                     162      211
shareholder-backed business (note ii)
Shareholders' share of actuarial and other gains and losses on       167      (50)
defined benefit pension schemes (note iii)
Profit from continuing operations before tax attributable to       1,222      998
shareholders







Notes

(i) Goodwill impairment charge


The  charge  for  goodwill  impairment  in 2005  relates  to the  Japanese  life
business.


(ii)  Short-term   fluctuations  in  investment  returns  on  shareholder-backed
business



                                                                   2006       2005
                                                                   GBPm       GBPm
US Operations:
                                                                        
Movement in market value of derivatives used for economic           34        122
hedging purposes
Actual less longer-term investment returns for other items          20         56
Asian Operations                                                   134         32
Other Operations                                                   (26)         1
                                                                   162        211


(iii)   Actuarial and other gains and losses on defined benefit pension schemes

                                                                   2006       2005
                                                                   GBPm       GBPm
Actuarial gains and losses
Actual less expected return on scheme assets                       156        544
Experience gains on liabilities                                     18          1
Gains (losses) on changes of assumptions for scheme                311       (489)
liabilities*
                                                                   485         56
Less: amount attributable to the PAC with-profits fund            (318)       (58)
                                                                   167         (2)
Non-recurrent credit (charge)
Shareholders' share of credit arising from reduction in              -         35
assumed level of future discretionary increases for pensions
in payment of the Prudential Staff Pension Scheme to 2.5%
Loss on re-estimation of shareholders' share of deficit on the       -        (63)
Prudential Staff Pension Scheme at 31 December 2005 to 30%
Effect of strengthening in actuarial provisions for increase         -        (20)
in ongoing contributions for future service of active scheme
members
                                                                     -        (48)
                                                                   167        (50)



* The  gains  and  losses on  changes  of  assumptions  for  scheme  liabilities
primarily  reflect  movements in yields on good quality  corporate bonds.  These
yields are used to discount the projected pension scheme benefit payments.


The  discount  rates  applied for the Group's UK defined  benefit  schemes,  and
reflected in the gains and losses shown above, are as follows:


31 December 2006     5.2%

31 December 2005     4.8%



D Effect  of  changes  in  assumptions,  estimates  and  bases  used to  measure
insurance assets and liabilities

(a) UK Insurance Operations

2006

In 2006,  the FSA made  regulatory  changes for UK  regulated  non-participating
business.  These  changes were proposed in the  consultative  paper CP 06/16 and
confirmed in December 2006 policy statement PS 06/14.

The changes to the FSA rules allow insurance technical provisions to incorporate
more economic realism. In particular this is achieved by;


- Setting  technical  provisions for expenses not directly  attributable  to one
particular  contract at a homogenous  risk level and not, as  previously,  at an
individual contract level for all non-profit business.

- Recognising  the economic  effect of making a prudent  lapse rate  assumption.
Previously, no lapses were assumed.


The effect of this change is accounted  for as a change in estimate and there is
a  consequent  increase in  operating  profit  based on  longer-term  investment
returns of GBP46m.


In addition,  a charge of GBP4m was  recognised in 2006 for the effect of change
of assumption for renewal and termination expenses mainly in respect of PAC.




2005

For  shareholder-backed  non-participating  business  a  number  of  changes  of
assumptions  were made in 2005.  Taken  together these changes had the effect of
reducing  operating  profit  based  on  longer-term  investment  returns  before
shareholder tax by GBP36m with a consequent increase in liabilities.


(b) US Operations

2006

Several  assumptions were modified in 2006 to conform to more recent  experience
resulting in a net decrease of GBP7m.  These changes  included  revisions to the
assumption regarding  utilisation of free partial withdrawal options,  resulting
in a decrease in deferred  acquisition  costs of GBP12m.  Other smaller  changes
included changes relating to lapse rates, mortality rates and other assumptions,
which resulted in an increase of GBP6m in deferred acquisition costs.


2005

Several  assumptions were modified in 2005 to conform to more recent  experience
resulting in a net decrease to pre-tax  profits of GBP7m.  The most  significant
changes included a write-down of deferred acquisition costs of GBP21m for Single
Premium Deferred Annuities,  partial withdrawal changes and a Universal Life SOP
03-1,   'Accounting   and  Reporting  by  Insurance   Enterprises   for  Certain
Non-traditional  Long  Duration  Contracts  and for Separate  Accounts'  reserve
increase of GBP13m due to  increasing  the mortality  assumption.  Other smaller
changes  included  changes  relating to Single Premium Whole Life surrenders and
annuity mortality and annuitisation rates, which resulted in a GBP19m benefit on
adjusting amortisation of deferred acquisition costs.


(c) Asian Operations


2006

There are no  changes  of  assumptions  that had a  material  impact on the 2006
results of Asian operations.

2005

The 2005 results for Asian  operations were affected in two significant ways for
changes of basis or assumption.


For the  Singapore  life  business,  the  adoption of the  Singapore  risk-based
capital  framework in 2005 resulted in a change of estimate and reduction in the
liability of GBP73m.


The second item reflects the application of liability  adequacy  testing for the
Taiwan life business which resulted in a write-off of deferred acquisition costs
of GBP21m in 2005.


E    Tax charge


The total tax charge of GBP1,196m for 2006 (2005:  GBP1,388m)  comprises GBP653m
(2005:  GBP1,119m)  UK tax and GBP543m  (2005:  GBP269m)  overseas tax. This tax
charge comprises tax attributable to  policyholders  and unallocated  surplus of
with-profits  funds,  unit-linked  policies  and  shareholders.  The tax  charge
attributable  to  shareholders  of GBP347m  for 2006 (2005:  GBP241m)  comprises
GBP97m (2005: GBP(21)m) UK tax and GBP250m (2005: GBP262m) overseas tax.



F Supplementary analysis of earnings per share from continuing operations




                                                                    2006      2005
                                                                    GBPm      GBPm

                                                                       
Operating profit based on longer-term investment returns           26.4p     32.2p
after related tax and minority interests
Adjustment for goodwill impairment charge                              -    (5.1)p
Adjustment from post-tax longer-term investment returns to          5.0p      5.9p
post-tax actual investment returns (after related minority
interests)
Adjustment for post-tax shareholders' share of actuarial and        4.8p    (1.5)p
other gains and losses on defined benefit pension schemes
Based on profit from continuing operations after tax and           36.2p     31.5p
minority interests




G Dividend


A final  dividend of 11.72p per share was proposed by the  directors on 14 March
2007.  This dividend will absorb an estimated  GBP287m of  shareholders'  funds.
Subject to  shareholder  approval,  the dividend  will be paid on 22 May 2007 to
shareholders  on the register at the close of business on 13 April 2007. A scrip
dividend alternative will be offered to shareholders.



H Shareholders' equity



                                                                    2006      2005
                                                                    GBPm      GBPm

                                                                         
Share capital                                                        122       119
Share premium                                                      1,822     1,564
Reserves                                                           3,544     3,511
Total                                                              5,488     5,194





I Other borrowings




                                                                    2006      2005
                                                                    GBPm      GBPm

Operational borrowings attributable to shareholder-financed
operations
                                                                       
Borrowings in respect of short-term fixed income securities        2,032     1,472
programmes
Non-recourse borrowings of investment subsidiaries managed           743     1,085
by PPM America
Borrowings in respect of banking operations                        2,819     3,856
Other borrowings                                                      15        19
Total                                                              5,609     6,432

Borrowings attributable to with-profits funds
Non-recourse borrowings of venture fund investment                   926       988
subsidiaries of the PAC with-profits fund
Structural borrowings (subordinated debt of a subsidiary of          100       100
the Scottish Amicable Insurance Fund)
Other borrowings (predominantly external funding of                  750       810
consolidated investment vehicles)
Total                                                              1,776     1,898





J Acquisitions and disposals


(i) Shareholder acquisitions and disposals

In December  2005,  the Company  announced its intention to acquire the minority
interests in Egg representing approximately 21.7 per cent of the existing issued
share capital of Egg. The whole of the minority  interests  were acquired in the
first half of 2006.  Under the terms of the  offer,  Egg  shareholders  received
0.2237 new  ordinary  shares in the Company for each Egg share  resulting in the
issue of 41.6m new shares in the Company.


The Company accounted for the purchase of minority  interests using the economic
entity  method.  Accordingly,  GBP167m  has been  charged to  retained  earnings
representing the difference between the consideration paid (including  expenses)
of GBP251m and the share of net assets acquired of GBP84m.


On 29 January 2007, Prudential announced that it had reached agreement with Citi
to sell Egg for GBP575m in cash, subject to adjustments to reflect any change in
net asset value  between 31 December 2006 and  completion.  The  transaction  is
subject to  regulatory  approval and is expected to complete by the end of April
2007.


(ii)  PAC  with-profits   fund   acquisitions  and  disposals  of  venture  fund
investments subsidiaries

In 2006 the PAC  with-profits  fund acquired three new venture capital  holdings
through PPM Capital in which the Group is deemed to have a controlling interest,
in aggregate  with, if  applicable,  other  holdings  held by, for example,  the
Prudential Staff Pension Scheme. These acquisitions were for:


- 53 per cent of the voting  equity  interests  of  Histoire  D'or,  a jewellery
retail company, in April 2006;


- 51 per  cent of the  voting  equity  interests  of  Azzuri  Communications,  a
business IT services company, in June 2006: and


- 60 per cent of the voting  equity  interests  of  Paramount  plc, a restaurant
company, in September 2006.


The results of the aggregated venture acquisitions in 2006 have been included in
the consolidated  financial statements of the Group commencing on the respective
dates of  acquisition  and  contributed  a loss of  GBP7.7m  within  the  income
statement,  which  is also  reflected  as part of the  movement  in  unallocated
surplus of the with-profits fund.



The  table  below  identifies  the net  assets of these  acquisitions  and minor
business purchases by existing venture holdings.  This reconciles the net assets
to the consideration paid




                                                               Fair value on
                                                                 acquisition
                                                                        GBPm

                                                                      
Cash and cash equivalents                                                18
Other current assets                                                     31
Property, plant and equipment                                            45
Intangible assets other than goodwill                                   139
Other non-current assets                                                100
Less liabilities, including current liabilities and                    (581)
borrowings
Net assets acquired                                                    (248)
Goodwill                                                                336
Cash consideration                                                       88




Aggregate  goodwill  of GBP336m has been  recognised  for the excess of the cost
over the Group's interest in the net fair value of entities' assets.


In 2006, Upperpoint  Distribution Limited,  Taverner Hotel Group Pty Ltd, Orefi,
Aperio Group Pty Ltd and BST Safety  Textiles  Luxemborg  S.a.r.l.,  all venture
subsidiaries  of  the  PAC   with-profits   fund,  were  disposed  of  for  cash
consideration  of GBP133m.  Goodwill of GBP46m and cash and cash  equivalents of
GBP19m were disposed of. In addition,  one venture  subsidiary was classified as
held for sale at 31 December 2006.


K Bulk annuity  reinsurance from the Scottish Amicable  Insurance Fund (SAIF) to
Prudential Retirement Income Limited (PRIL)


In June 2006, PRIL, a shareholder-backed subsidiary of the Group, entered into a
bulk annuity reinsurance arrangement with SAIF for the reinsurance of non-profit
immediate  pension  annuity  liabilities  with a premium of  GBP560m.  SAIF is a
closed  ring-fenced  sub-fund of the PAC long-term fund,  established by a Court
approved Scheme of Arrangement in 1997,  which is solely for the benefit of SAIF
policyholders.  As  explained  in the notes to the tables for the  supplementary
transaction  measure of new business,  the economic substance of the arrangement
is a  transfer  of risks  and  rewards  attaching  to this  business  from  SAIF
policyholders to Prudential shareholders.  Accordingly, for the purpose of those
tables the  reinsurance  transaction  has been recorded as 'new  business'.  For
Group reporting  purposes the amounts  recorded by SAIF and PRIL for the premium
are eliminated on consolidation.


L UK restructuring costs


In December 2005, the Group announced an initiative for UK Insurance  Operations
to  work  more  closely  with  Egg and M&G  and in the  process  facilitate  the
realisation of substantial annualised pre-tax cost savings and opportunities for
revenue synergies.  The one-off  restructuring cost of achieving the savings was
estimated to be GBP50m.


In the  first  half of 2006 the level of  current  and  projected  restructuring
activity increased as a result of an end to end review of the UK business,  that
was aimed at reducing the overall cost base. The total cost of implementing this
and the  previously  announced  restructuring  (as noted above) was estimated at
GBP110m to be incurred in 2006 and 2007, of which GBP70m was  anticipated  to be
borne by the  shareholder-backed  UK Insurance  Operations and Egg and GBP40m by
the PAC with-profits fund.


As at 31  December  2006,  GBP50m  of cost  attributable  to  shareholder-backed
operations had been incurred.


UK restructuring costs have been incurred as follows:

                                                                     GBPm
UK Insurance Operations                                                31
M&G                                                                     2
Egg                                                                    12
Unallocated corporate                                                   5
                                                                       50



M Effect of adoption of IAS 32, IAS 39, and IFRS 4


The impact on total equity of adopting IAS 32, IAS 39 and IFRS 4 at 1 January
2005 was as follows:



                                                      Shareholders'  Minority     Total
                                                             equity interests    equity
                                                               GBPm      GBPm      GBPm
                                                                         
Changes on adoption of IAS 32, IAS 39 and IFRS 4
relating to:
UK Insurance Operations (note i)                               (22)                (22)
Jackson National Life (note ii)                                273                 273
Banking and non-insurance operations (note iii)                (25)       (3)      (28)
Total                                                          226        (3)      223



Notes

The changes shown above reflect the impact of re-measurement for :


(i) UK Insurance Operations

The reduction in  shareholders'  equity of GBP22m  includes  GBP20m  relating to
certain  unit-linked  and  similar  contracts  that do not  contain  significant
insurance risk and are therefore  categorised as investment contracts under IFRS
4.


(ii) Jackson National Life

Under IAS 39, JNL's debt  securities and derivative  financial  instruments  are
re-measured  to fair value from the lower of  amortised  cost and, if  relevant,
impaired value.  Fair value movements on debt securities,  net of shadow changes
to deferred  acquisition costs and related deferred tax, are recognised directly
in equity.  Fair value  movements  on  derivatives  are  recorded  in the income
statement.


(iii) Banking and non-insurance operations

Under IAS 39, for Egg,  changes to opening  equity at 1 January  2005 arise from
altered  policies  for  effective  interest  rate on  credit  card  receivables,
impairment  losses on loans and advances,  fair value  adjustments  on wholesale
financial  instruments and embedded derivatives in equity savings products.  The
net effect on shareholders'  equity of these changes,  after tax, is a deduction
of GBP15m.  A further  GBP10m  reduction in equity  arises on fair  valuation of
certain centrally held financial instruments and derivatives.


N 2005 comparative balance sheet


Minor  presentational   adjustments  have  been  made  for  refinements  to  the
acquisition accounting for intangible assets of venture investment  subsidiaries
of the PAC  with-profits  fund. These  adjustments  affect the carrying value of
goodwill and other intangible assets, with minor  consequential  effects on some
other balance sheet categories.  Shareholders'  profit and equity are unaffected
by these adjustments.


O  Sensitivity  of IFRS basis  results  for Taiwan  life  business  to  economic
assumptions and market conditions


The in-force business of the Taiwan life operation includes traditional whole of
life  policies  where  the  premium  rates  have  been set by the  regulator  at
different  points for the industry as a whole.  Premium rates were set to give a
guaranteed  minimum sum  assured on death and a  guaranteed  surrender  value on
early surrender based on prevailing  interest rates at the time of policy issue.
Premium rates also included  allowance for mortality and expenses.  The required
rates of guarantee  have fallen over time as interest  rates have reduced from a
high of 8 per cent to current levels of around 2 per cent. The current low level
of bond rates in Taiwan gives rise to a negative  spread against the majority of
these  policies.  The current cash costs of funding in force negative  spread in
Taiwan is around GBP40m a year.


The profits attaching to these contracts are particularly  affected by the rates
of return  earned,  and  estimated  to be earned,  on the  assets  held to cover
liabilities and on future investment income and contract cash flows. Under IFRS,
the insurance contract  liabilities of the Taiwan business are determined on the
US GAAP basis as applied  previously  under UK GAAP. Under this basis the policy
liabilities  are calculated on sets of  assumptions,  which are locked in at the
point  of  policy  inception,  and a  deferred  acquisition  cost is held in the
balance sheet.


The adequacy of the  insurance  contract  liabilities  is tested by reference to
best  estimates  of  expected  investment  returns  on  policy  cash  flows  and
reinvested income. The assumed earned rates are used to discount the future cash
flows. The assumed earned rates consist of a long-term best estimate  determined
by consideration of long-term market conditions,  and rates assumed to be earned
in the trending  period.  For 2005,  it was  projected  that rates of return for
Taiwanese  bond yields  would trend from the then  current  levels of some 2 per
cent to 5.5 per cent by 31 December 2012. For 2006, it has been assumed that the
long-term bond rate will be attained one year later, i.e. by 31 December 2013.


The  liability  adequacy  test results are  sensitive to the  attainment  of the
trended  rates  during the  trending  period.  Based on the  current  asset mix,
margins in other  contracts  that are used in the  assessment  of the  liability
adequacy tests, and currently  assumed future rates of return, if interest rates
were to remain at current  levels in 2007, and the target date for attainment of
the long-term bond yield deferred to 31 December 2014, the premium reserve,  net
of deferred  acquisition costs, would be broadly  sufficient.  If interest rates
were to remain at  current  levels in 2008 with a further  one year delay in the
progression  period then some level of write-off of deferred  acquisition  costs
may be necessary.  However,  the amount of the charge based on current  in-force
business which is estimated at between  GBP70m and GBP90m,  is sensitive for the
previously mentioned variables.


Furthermore,  the actual amount of any write-off would be affected by the impact
of new business  written between 31 December 2006 and the future reporting dates
to the extent that the business is taken into  account as part of the  liability
adequacy testing calculations for the portfolio of contracts.


The adequacy of the  liability is also  sensitive to the level of the  projected
long-term  rate.  The  current  long-term  assumption  of 5.5 per  cent has been
determined on a prudent best estimate basis by reference to detailed assessments
of the financial dynamics of the Taiwanese  economy.  In the event that the rate
applied was altered the  carrying  value of the deferred  acquisition  costs and
policyholder liabilities would be potentially affected.


At 31  December  2006,  if the  assumed  long-term  bond yield  applied had been
reduced by 0.5 per cent from 5.5 per cent to 5.0 per cent and continued to apply
the same  progression  period to 31  December  2013,  by  assuming  bond  yields
increase from current levels in equal annual  instalments to the long-term rate,
the  premium  reserve,  net of  deferred  acquisition  costs,  would  have  been
insufficient  and there  would  have been a charge of some  GBP60m to the income
statement.  The impact of reducing the long-term  rate by a further 0.5 per cent
to 4.5 per cent would have  increased  this charge by some GBP160m.  The primary
reason for the lower level of charge for the initial 0.5 per cent  reduction  is
the current level of margins in the liability adequacy calculation.  The effects
of additional  0.5 per cent  reductions in the assumed  long-term rate below 4.5
per cent would be of a similar or slightly  higher  level to the  GBP160m  noted
previously.


The effects of changes in any one year reflect the combination of the short-term
and long-term factors described above.


P Inherited Estate of the PAC long-term fund


The  assets of the main  with-profits  fund  within  the  long-term  fund of PAC
comprise  the  amounts  that it  expects to pay out to meet its  obligations  to
existing  policyholders  and an additional  amount used as working capital.  The
amount payable over time to policyholders from the with-profits fund is equal to
the  policyholders'  accumulated asset shares plus any additional  payments that
may be required by way of  smoothing or to meet  guarantees.  The balance of the
assets  of the  with-profits  fund is  called  the  'inherited  estate'  and has
accumulated over many years from various sources.


The inherited  estate  represents the major part of the working capital of PAC's
long-term insurance fund. This enables PAC to support  with-profits  business by
providing the benefits  associated with smoothing and  guarantees,  by providing
investment  flexibility for the fund's assets, by meeting the regulatory capital
requirements that demonstrate solvency and by absorbing the costs of significant
events or fundamental  changes in its long-term  business without  affecting the
bonus and investment policies.  The size of the inherited estate fluctuates from
year to year depending on the  investment  return and the extent to which it has
been required to meet smoothing costs, guarantees and other events.


PAC believes that it would be beneficial if there were greater clarity as to the
status of the Inherited Estate. As a result, PAC has announced that it has begun
a  process  to  determine   whether  it  can  achieve  that  clarity  through  a
reattribution  of the Inherited  Estate.  As part of this process a Policyholder
Advocate  has  been  nominated  to  represent  policyholders'   interests.  This
nomination does not mean that a reattribution will occur.


Given the size of the Group's with-profits business any proposal is likely to be
time  consuming  and complex to implement  and is likely to involve a payment to
policyholders  from  shareholders  funds.  If a  reattribution  is completed the
inherited  estate will  continue to provide  working  capital for the  long-term
insurance fund.














                                   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.

Date 15 March 2007

                                     PRUDENTIAL PUBLIC LIMITED COMPANY

                                     By: /s/  Jon Bunn

                                              Jon Bunn,
                                              Director of Public Relations,