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, 2006

                       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: Full Year Results 2005



Embargo: 7.00am Thursday 16 March 2006


PRUDENTIAL PLC 2005 FULL YEAR RESULTS


Double-digit growth in all key performance measures

   - Total EEV operating profit from continuing operations of GBP1,712 million,
     up 33%

   - New business APE of GBP2,146 million, up 15%; PVNBP of GBP16.8 billion, up
     11%

   - New business profit of GBP867 million, up 15%, with Group margin of 41%

   - Total statutory profit from continuing operations of GBP957 million, up
     36%

   - EEV shareholders' funds up 20% to GBP10.3 billion

   - Return on embedded value of 15.7% (2004: 13.4%*)

   - Total net inflows for funds businesses of GBP5.2 billion, with external
     funds under management of GBP46 billion, up 23%

   - Full year dividend of 16.32 pence per share (2004: 15.84 pence per
     share)


All figures compared to 2004 at constant exchange rates unless stated; * at
reported exchange rates


Commenting, Mark Tucker, Group Chief Executive said:

"Prudential  has had a successful  year across all its  businesses,  and we have
delivered  double-digit growth in all our key performance  measures,  with total
statutory profit from continuing  operations up 36% and total EEV profit up 33%.
These results  demonstrate  the progress we are making in developing  compelling
positions in the world's  leading retail  financial  services  markets.  We have
ambitious  growth  plans in place  and I am  confident  in the  outlook  for the
Group's future prospects.

"I see tremendous scope to deliver  increasing value for shareholders  from each
individual  business  operation;  and  as a  Group,  we  derive  both  financial
advantage and resilience from the diversity of our portfolio of businesses,  and
the opportunities for collaboration between them.

"In the UK, we have three strong retail franchises in Prudential, Egg and M&G.

"Our UK Insurance  business continued to develop its shareholder backed business
successfully  and  increased  APE  sales by 10% in the year to  GBP900  million,
meeting its 14% target for  internal  rate of return on new  business  two years
early.  Egg was  successful  in testing  market  conditions,  improving  its net
interest margin against a background of falling base rates and also lowering its
cost income ratio.  M&G had an excellent year with record gross and net inflows,
strong profit growth and investment performance.

"In the US, Jackson National Life is a significant cash generative business with
competitive advantage in the key growth sectors in the market. JNL's strength in
variable  annuities,  its ability to bring  products  to market  rapidly and its
positioning in advice-based  distribution  channels means it is very well placed
to take advantage of the significant  retirement savings flows expected from the
"baby boomer" generation over the coming years.

"We have an unrivalled opportunity in the high growth and high profit markets of
Asia.  Whilst continuing to focus on our programme of rapid expansion and profit
growth,  we are also  expecting  the region to become cash  positive in 2006, in
line with our previous predictions. We are maintaining momentum in the expansion
of our distribution capability.  Our proprietary agent distribution force across
the region reached  170,000 in 2005 with  particularly  rapid expansion in agent
numbers in India and China.

"Our asset  management  businesses are providing very good cash flow  generation
and have strong growth  prospects,  with the UK and Asia  attracting  increasing
volumes of third party funds. These businesses, together with PPMA, our US asset
management  business,  continued  to  support  their  own sales  growth  and add
significant  value to the Group's insurance  operations  through their excellent
investment performance.

"We will grow by taking full advantage of our excellent positions in the world's
leading retail financial  services markets,  continuing to build momentum across
the Group and driving profitable growth and value for our shareholders."

Group Chief Executive Review

2005 was a successful year for Prudential.

The Group has continued to expand its insurance business strongly and our asset
management businesses have also had an excellent year.

Total group  operating  profit before tax, on a European  Embedded Value ("EEV")
basis, was GBP1,712 million an increase of 33%.  Statutory IFRS operating profit
before tax was up 36% at GBP957 million.

The  continuing  momentum  of the Group can be seen in the  growth of  insurance
premium  income in 2005 to GBP13.8  billion  (2004:  GBP12.2  billion) and funds
under management of GBP234 billion at the end of 2005 (2004: GBP197 billion).

New  business  sales in our  insurance  operations  increased by 15% to GBP2,146
million  on  an  APE  basis  and  each  of  our  regional   operations  achieved
double-digit  growth.  New business profits increased by 15% across the Group to
GBP867 million,  and operating profit before tax on the insurance business on an
EEV basis increased by 30% to GBP1,743 million.

In our asset management businesses external funds under management increased to
GBP46 billion up 23%.

A final  dividend  of 11.02  pence per share has been  recommended  by the Board
bringing the full year dividend to 16.32 pence per share, an increase of 3% from
2004.  The full year dividend is covered 1.7 times by post-tax IFRS profit after
minority interests.  We intend to maintain our current dividend policy, with the
level of dividend growth being determined after considering the opportunities to
invest in those areas of our business offering attractive growth prospects,  our
financial  flexibility  and the  development  of our statutory  profits over the
medium to long-term.

Shareholders'  funds,  on an EEV basis,  grew strongly to GBP10.3 billion at the
end of 2005 (2004:  GBP8.6 billion) and the Group's return on embedded value was
15.7% (2004: 13.4%) at reported exchange rates.

In May 2005 I set up a team of senior  executives  with a brief to identify  the
ambitions and business strategies best suited to maximise  sustainable growth in
value for the Group's shareholders over the longer-term.

The key conclusions of the review were that:

   -Demographic trends and the increasing concentration of wealth in the
    hands of those approaching retirement or already retired presents a major
    opportunity to establish the Group as a leading provider of 'financial
    services for retirement' by playing to our strengths and areas of
    competitive advantage.
   -The Group is well positioned in markets that offer highly attractive
    opportunities for strong organic growth over the next ten years.
   -To exploit these opportunities fully we need to broaden our customer
    proposition and product range to align them more closely with anticipated
    retail financial sector profit pools.
   -In addition we must complement our strong and important intermediary
    links by expanding the proportion of revenue derived from direct customers;
    and ensure that we build deep lifecycle relationships with our customers.
   -We should also develop the global reach and profile of our excellent
    asset management businesses.

Consistent  with this  strategy and to support  closer  workings  between our UK
insurance  business  and Egg we  announced  the terms of an Offer to acquire the
21.7% of shares in Egg that the Group did not already own.

Each of our businesses has  operational  autonomy  within its market and this is
critical to our success,  since it is the key to our ability to tailor  products
and services to meet local market needs.  However the review also concluded that
there are material  synergies that can be achieved through closer working across
the Group,  consistent with our decentralised  approach; and work is underway to
identify  and capture  these,  for example by  establishing  a single  global IT
infrastructure  and support  unit with  expected  cost  savings of GBP20 - GBP25
million per annum.

Finally,  the review concluded we must continue to enhance the  effectiveness of
our  capital  management  processes,  to  ensure  that  investment  and  capital
allocation  decisions  are focused on those areas of activity that will generate
the best returns to shareholders.

Prudential  is developing  compelling  positions in the world's  leading  retail
financial  services markets.  I am confident of the outlook for the Group and we
aim to deliver significant profitable growth.

UK insurance and retail banking operations

The   Prudential-branded   UK  Insurance   business  continued  to  develop  its
shareholder  backed business  successfully and increased APE sales by 10% in the
year to GBP900 million.  The internal rate of return on new business  written in
the year was 14% meeting the target set for 2007 two years early.

We continued  in 2005 to increase  the scale of our annuity  business and at the
same time reduce the average duration of the total book.

We have also  continued  to develop  our  product  range in 2005.  In October we
entered the lifetime mortgage market, a market that is set to grow rapidly to an
estimated GBP7 billion by 2008.  Our  innovative  product has been designed with
the customer,  adviser and regulator in mind and initial  customer  interest has
been  encouraging.  We have also made good progress in unit-linked and off-shore
bond sales which grew 31% and 15% respectively in the year.

The A-day  proposals  offer the opportunity to attract new business as customers
increase  contributions  and  consolidate  their pension  arrangements.  We have
already  launched a new Flexible  Retirement Plan and we will undertake a review
of our overall  individual  pensions offering during 2006. In addition,  we have
established a unit to communicate directly with our existing pension customers.

The  UK  insurance  business  has a  balanced  distribution  model  with  strong
positions across all major segments - IFA and multi-tie  intermediaries,  direct
marketing and  telesales,  Employee  Benefit  Consultants  and a well  developed
single-tie   Partnership   channel.  We  continued  to  make  good  progress  in
diversifying  distribution,  reaching  agreements  with  a  range  of  providers
including  Barclays,  National  Australia  Bank, St. James' Place and with Royal
London to provide pension annuities for vesting Scottish Life policies.

In addition,  we continued to be successful  in gaining  access to multi-ties in
the year.  Prudential  is in a strong  position  to  benefit  as the IFA  market
changes over the next 18-24 months and recently  achieved a "5 star" IFA service
rating for its investment  products and "4 star" rating  overall,  demonstrating
strong progress in this important area.

In retail banking,  Egg's UK operations  delivered an underlying profit of GBP60
million (2004:  GBP72 million).  Egg was successful in testing market conditions
improving its net interest margin against a background of falling base rates and
also lowering its cost income ratio.  There has been a general  deterioration in
consumer credit conditions however, Egg's experience here has been substantially
better than the market average.

Following  our  decision to acquire the  minority  shareholding  in Egg, we have
targeted  annualised  cost savings of GBP40 million  across our UK operations by
2007.  During 2006 we will  undertake a further review of the cost base in these
operations.  We also see  opportunities  for  revenue  synergies  across  our UK
brands' five million marketable customers.

Our  central  focus in the UK is to use the  strong  franchises  that we have to
improve returns. We are targeting growth but also managing for value and we will
not  commit  capital if we do not see the  individual  product  returns  that we
require emerging over a reasonable timeframe.

US Insurance operations

Jackson  National Life (JNL),  the Group's US operation,  is a significant  cash
generative  business  with the market  positioning  to continue its strong track
record of profitable growth in the retirement market.

JNL continued to show strong growth in 2005 increasing new business sales by 13%
to GBP515 million APE with growth in variable  annuities of 31%. Both the margin
and the  internal  rate of return on new  business  moved ahead  strongly in the
year.

During the year JNL also  successfully  integrated  the Life of Georgia  book of
business  acquired in May,  transferring 1.5 million policies on to its low cost
flexible  platform.  We fully  expect  to beat  the 12%  return  target  for the
transaction.

JNL's  strength in variable  annuities,  its ability to bring products to market
rapidly and its  positioning in advice-based  distribution  channels means it is
very well placed to take advantage of the significant  retirement  savings flows
expected from the "baby boomer" generation over the coming years.

JNL's  priorities  are to continue to focus on developing  their position in the
variable annuity market and to expand the business through bolt-on  acquisitions
that meet targeted rates of return.

Asia insurance operations

Prudential has an unrivalled  exposure and weighting to the high growth and high
profit markets of Asia.  Prudential  Corporation Asia saw new business on an APE
basis  increase  by 23% to  GBP731  million  with  double-digit  rates of growth
achieved in Korea, China, India, Singapore and Indonesia.

Profitability  on new business and internal  rates of return  remain high and we
will continue to emphasise unit-linked products,  which offer higher returns and
greater  capital  efficiency.  Unit-linked  products  accounted for 63% of sales
across the region in 2005.

We are  maintaining  momentum in the expansion of our  distribution  capability.
Agency distribution is the dominant channel throughout the region and 75% of our
sales are from this source.  Our proprietary agent distribution force across the
region  reached  170,000  in 2005 with  particularly  rapid  expansion  in agent
numbers in India and China.  We will continue to increase agent numbers in these
and other  markets as the bedrock on which we build our market  share and market
leadership  positions.  We will also  maintain a clear  focus on  improving  the
productivity  of  our  agent  force  across  the  whole  region,   and  this  is
particularly  significant  for growth in those  countries  in which we have been
long established.

We see material  scope to increase  sales  volumes  through our 40 existing bank
distribution   relationships  and  we  intend  to  enter  into  new  partnership
agreements.  We shall also continue to access direct and broker channels as they
develop in individual markets.

As part of our global drive to attain new levels of cost efficiency,  in Asia we
are developing a 'regional hub' basis for sharing back office servicing and call
centre  facilities to leverage scale  advantages  beyond the reach of individual
business  operations.  In March  2005 the  first  regional  hub,  servicing  the
Singapore and Malaysian life insurance  operations,  was launched. We have plans
to open an additional hub in China in the second half of 2006,  where we already
have a regional IT development centre.

I am pleased to report that,  whilst continuing our programme of rapid expansion
and  profitable  growth in Asia, we are also expecting the region to become cash
positive in 2006, in line with our previous predictions.

Asset Management

Operating profit before tax across our asset management businesses in the UK, US
and Asia increased to GBP195 million up 16%.

M&G in the UK had an excellent year with record gross and net inflows and strong
profit growth.  In Asia,  underlying growth in retail funds under management was
29%.

These businesses,  together with PPMA, our asset management  business in the US,
continued  to support  their own sales growth and add  significant  value to the
group's insurance operations through their excellent investment performance.

The priorities in asset  management are to continue to target growth in external
funds under  management by  capitalising  on a growth in demand for  transparent
investment products, access to more global products, the continuing rise of open
architecture platforms and a rapidly expanding role for cross-border sales off a
common platform.  We will create value through superior  investment  performance
and to capitalise on international opportunities through greater collaboration.

Balance Sheet and Capital Management

Improving  capital  efficiency  is at the  heart of the  Group's  commitment  to
deliver  sustainable  increases  in  shareholder  value and we will  maintain  a
rigorous approach to capital allocation and deployment.

As of the 16 March,  we estimate that the Group's  capital surplus at the end of
2005  on  a  regulatory  basis,  as  measured  by  the  Financial  Conglomerates
Directive,  was around GBP825  million little changed from the previous year. In
July,  we took  advantage of good market  conditions  in the US retail market to
raise $300 million of perpetual  capital  securities,  which  qualifies as Group
regulatory  capital.  The primary use of the  proceeds  will be to  re-finance a
non-qualifying GBP150 million bond that matures in 2007.

The Group is  confident  that it has the capital and cash  resources to fund its
planned organic growth.

In summary:


   - The Group delivered strong results in 2005 across all its businesses
   - We have compelling positions in the world's leading retail financial
     services markets and the resources to capitalise on these
   - In the UK, we have three excellent and profitable franchises in
     Prudential, Egg and M&G on which to build for the future
   - In the US, JNL is a significant cash generative business with the market
     positioning for profitable growth in the retirement market. It has
     competitive advantage in the sectors in which it chooses to operate; and
     the ability to participate in market consolidation through bolt-on
     acquisitions
   - In Asia we have an unrivalled exposure to opportunities for life
     insurance sales and profit growth across the region, whilst continuing our
     programme of rapid expansion and profit growth. We are also expecting the
     region to become cash positive in 2006
   - Our asset management businesses have significant growth prospects and
     are providing solid cash flow generation

There is tremendous scope to deliver increasing value for shareholders from each
individual business operation,  and from the Group as a whole which derives both
financial  advantage  and  resilience  from the  diversity  of its  portfolio of
businesses, and the opportunities for collaboration between them.


                                    - ENDS -



Enquiries:

Media                                   Investors / analysts
Jon Bunn                020 7548 3559   James Matthews           020 7548 3561
William Baldwin-Charles 020 7548 3719   Marina Novis             020 7548 3511
Joanne Doyle            020 7548 3708



Notes to Editor follow...



Notes to Editor


1.  The  results  in  this  announcement  are  prepared  on  two  bases,  namely
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.  In  preparing  those  statements  the  Company,
consistent with other financial institutions with banking businesses, has chosen
to adopt the standards IAS32,  IAS39 and IFRS4 at 1 January 2005. To assist with
comparison of results additional supplementary  information on a pro forma basis
has been  provided  that shows the 2004 results as if these  standards  had been
adopted by the Group's insurance operations from 1 January 2004.

The 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.

Previously,  the Group has reported  supplementary  information  on the Achieved
Profits basis for its interim and full year financial reporting. The adoption of
EEV basis  reporting  in place of Achieved  Profits  basis  reporting,  reflects
developments through the CFO Forum to achieve a better level of consistency,  an
improved  embedded  value  methodology,  and one which is  applied  by the major
European Insurance Companies in their financial reporting.

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

2.  There will be a  conference  call today for wire  services  at 7.45am  (GMT)
hosted by Mark Tucker, Group Chief Executive and Philip Broadley,  Group Finance
Director. Dial in telephone number: 0800 358 2182. Passcode: 155439#.

3. 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.

4. 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 +44 (0)208 609 3355 and from the US +1 866 793
4279. Pin number 487687#.  A recording of this call will be available for replay
for one week by  dialling:  +44  (0)208  609 0289 from the UK or +1 866 676 5865
from the US. The conference reference number is 138989.

5. High  resolution  photographs  are  available  to the media free of charge at
www.newscast.co.uk (+44 (0) 207 608 1000).

6. 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 on 16
March 2006.

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

8. 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.

9. The internal rate of return (IRR) is equivalent to the discount rate at which
the present value of the post-tax cash flows expected to be earned over the life
time of the business  written in  shareholder-backed  life funds is equal to the
total  invested  capital to support  the  writing of the  business.  The capital
included in the  calculation of the IRR is the initial  capital in excess of the
premiums  received  required to pay  acquisition  costs and set up the statutory
capital  requirement.  The time value of options and  guarantees are included in
the calculation.

10. Total number of Prudential  plc shares in issue as at 31st December 2005 was
2,386,784,266.

11.   Financial Calendar 2006:

Ex-dividend date                                               22 March 2006
Record date                                                    24 March 2006
First Quarter New Business Figures                             20 April 2006
Annual General Meeting                                         18 May 2006
Payment of 2005 final dividend                                 26 May 2006
2006 Interim Results / Second quarter New Business Figures     28 July 2006
Ex-dividend date                                               16 August 2006
Record Date                                                    18 August 2006
Payment of interim dividend                                    27 October 2006

12. 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

*Prudential plc, a company incorporated and with its principal place of business
in the  United  Kingdom,  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 GBP234  billion in
assets  under  management,  (as  at 31  December  2005).  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.

BUSINESS REVIEW


Results Highlights



GBP'm unless
otherwise
stated             2005      2004   Percentage     2005      2004   Percentage
                          (at CER)      Change           (at RER)      Change
                                                       

Annual premium
equivalent
(APE) sales       2,146     1,867          15%    2,146     1,846          16%
Net investment
flows             5,189     3,297          57%    5,189     3,284          58%
New business
profit (NBP)        867       752          15%      867       741          17%
NBP margin (%
APE)                 41%       40%        1% pt      41%       40%        1% pt
NBP margin (%
PVP)                5.2%      5.0%     0.2% pts     5.2%      5.0%     0.2% pts
Total EEV
basis
operating
profit *          1,712     1,288          33%    1,712     1,274          34%
Total IFRS
operating
profit *+           957       703          36%      957       699          37%
EEV basis
shareholders'
funds            10,301     8,998          14%   10,301     8,614          20%
IFRS
shareholders'
funds +           5,194     4,837           7%    5,194     4,740          10%
EEV operating
earnings per
share              56.6p                           56.6p     43.2p         31%


* Continuing operations - excluding Jackson Federal Bank (JFB) and Egg's France
business.


+ Comparative IFRS results are prepared on a 'proforma' basis which reflects the
estimated  effect on the 2004  results  as if IAS 32,  IAS 39 and IFRS4 had been
applied from 1 January 2004 to the Group's  insurance  operations  together with
the  discretionary  change for the basis of determining  longer-term  investment
returns,  as disclosed on 2 June 2005. IFRS operating profit is stated excluding
goodwill  impairment,   short-term   fluctuations  in  investments  returns  and
shareholders'share  of actuarial  and other gains and losses on defined  benefit
pension schemes.

In the  Business  Review  and  Financial  Review,  year-on-year  comparisons  of
financial  performance  are on a  Constant  Exchange  Rate (CER)  basis,  unless
specifically identified as being on a Reported Exchange Rate (RER) basis.

Group Results

The Group has  delivered a good set of results for 2005, as  illustrated  by the
double-digit growth of all the key performance measures shown above.

As a result of improved  sales in the UK, the US and Asia,  the Group  delivered
strong new business profits (NBP) in 2005.  This,  together with the significant
increase  in  contributions  from  the  in-force  insurance  business  and  fund
management  operations,  drove  European  Embedded  Value (EEV) basis  operating
profits up 33 per cent on 2004.

On an  International  Financial  Reporting  Standards  basis  (IFRS),  operating
profits were up 36 per cent on the same period of last year driven by the growth
in profits from the long-term and fund management businesses.

Earnings per share,  based on EEV basis  operating  profit after tax and related
minority  interests,  but before  amortisation  of  goodwill,  were 56.6  pence,
compared  with a  restated  figure of 43.2 pence in 2004.  Following  the Rights
Issue in October  2004,  a  restatement  of  earnings  per share is derived  and
reported in accordance  with the  requirement  of Financial  Reporting  Standard
(FRS) 14.

Earnings per share, based on total IFRS operating profit after tax and minority
interests, but before amortisation of goodwill, were 32.2 pence compared with a
restated figure of 22.7 pence in 2004.


Impact of Currency Movements


Prudential  has a diverse  international  mix of  businesses  with a significant
proportion of its profit  generated  outside the UK. In 2005, 72 per cent of new
business  profit and 54 per cent of IFRS  operating  profit was  delivered  from
overseas operations. In preparing for 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 our non-UK businesses.

In the  Business  Review  and  Financial  Review,  year-on-year  comparisons  of
financial performance are on a CER basis, unless otherwise stated.

Insurance

UNITED KINGDOM



GBP'm unless otherwise stated          2005       2004       Percentage Change
                                                                 
APE sales                             900        817                      10%
NBP                                   243        241                       1%
NBP margin (% APE)                     27%        30%                   (3%) pts
NBP margin (% PVP)                    3.2%       3.4%                 (0.2%) pts
Total EEV basis operating profit      426        486                    (12%)
Total IFRS operating profit           400        296                      35%


Prudential  UK delivered  double  digit  growth in new  business  sales and IFRS
operating  profit.  EEV new business profit remained in line with 2004 at a time
when  certain  product  markets  have  shown  increased  levels  of  competition
reflected in pricing.

APE sales for  Prudential  UK increased  10 per cent on 2004 to GBP900  million,
driven by strong sales of bulk annuities (up 28 per cent) and unit-linked  bonds
(up 31 per cent). The Phoenix Life & Pensions  in-force annuity book transaction
announced in June 2005 contributed GBP145 million to the full-year result.

APE sales of individual  annuities were up 2 per cent on 2004 at GBP222 million,
driven by strong sales through the Partnerships and Direct to Consumer  channels
which increased by 114 per cent and 14 per cent respectively.  Despite APE sales
of with-profit  annuities through the Intermediaries  channel increasing 100 per
cent  year-on-year,  total  individual  annuities  sales  through  this  channel
decreased  15 per cent  reflecting  the  very  competitive  pricing  environment
throughout much of the year.

APE  sales  of  unit-linked  bonds  increased  31 per  cent  to  GBP64  million,
reflecting  Prudential's  growing  presence in the IFA unit-linked  bond market.
This offset the  year-on-year  decrease in with-profit  bond sales which fell 31
per cent.

Prudential  UK's new  business  profit  increased  marginally  on 2004 to GBP243
million.  This was driven by the increase in sales volumes which was offset by a
fall in the new business  profit margin (from 30 per cent in 2004 to 27 per cent
in 2005 on an APE basis).  The movement in margin reflected the shift in product
mix in 2005 as Prudential  continued to expand its  shareholder  backed  product
range,  however,  throughout the year there continued to be competitive pressure
on margins across a range of products which Prudential substantially resisted.

Total EEV basis  operating  profits  fell 12 per cent on 2004 to GBP426  million
primarily  due to a persistency  assumption  change made at the  half-year.  The
charge of GBP148 million  reflects a  strengthening  of persistency  assumptions
across all products, primarily in respect of with-profits bonds.

Increased IFRS profits arising from shareholder backed annuities  contributed to
the 35 per cent increase in total IFRS operating profits. In addition,  the very
strong  investment  performance  of  Prudential's  life-fund  over recent  years
resulted in an increase in total IFRS  operating  profits from the  with-profits
business attributable to shareholders.

Prudential  UK operates  through four  diversified  distribution  channels.  The
Intermediaries  channel,  which  accounted for 29 per cent of APE sales in 2005,
distributes a range of medium to long-term  savings products  primarily  through
financial advisers and includes sales generated through multi-ties. The Business
to  Business  channel,  which  accounted  for 28 per  cent  of 2005  APE  sales,
distributes  corporate pensions through work-site  marketing in partnership with
consulting actuaries and employee benefit consultants.  The Partnerships channel
has   responsibility   for  developing   relationships   with  banks  and  other
distributors,  including  other  insurers and  accounted  for 30 per cent of APE
sales in 2005, up from just 6 per cent in 2003. The remaining 13 per cent of APE
sales were generated by the Direct to Customer  channel which focuses  primarily
on the sale of annuities to individual pension customers.

The  Partnerships  channel signed a number of significant new agreements  during
the year.  These included St. James's Place for  annuities;  National  Australia
Bank for annuities and  healthcare;  Wesleyan's  multi-tie panel for protection;
Zurich Financial Services and Openwork for annuities; and the Barclays multi-tie
panel.  In addition,  Prudential  and Royal  London  reached  agreement  for all
pension  annuities  arising from vestings of policies written under the Scottish
Life brand in the period between  January 2005 and December 2010 to be reassured
to Prudential as they come into payment.

Following the introduction of the new depolarisation rules, many IFA groups have
used the  opportunity to establish  multi-tie  panels.  Prudential has made good
progress  with the new panels  announced to date and is strongly  positioned  to
take advantage of the depolarised marketplace as this develops over the next few
years.  Prudential  achieved APE sales of GBP4  million  through this channel in
2005 and expects that multi-ties will start to have a greater impact on sales in
the future.

Prudential's   Business  to  Business   distribution  channel  delivers  pension
solutions  to many of the  FTSE 350  companies  and is a  market  leader  in the
provision of pension  schemes to the UK Public  sector.  During 2005  Prudential
continued  to expand the  services it offers in this area to enable  advisers to
address the employee benefit challenges of their clients.

PruHealth,  a  healthcare  product  that links health and fitness to the cost of
medical  insurance plans,  celebrated its first anniversary in the third quarter
of 2005.  The business has made good progress with sales growing on average more
than 30 per cent per month in 2005.  Total premium  income for the year was GBP9
million and PruHealth now has over 30,000 lives insured.

Prudential launched a new lifetime mortgage product, Prudential Property Release
Plan, in October.  This innovative  product gives customers greater  flexibility
and control over the time of when they draw down funds,  thereby  reducing total
interest  charges  over the lifetime of the loan.  Performance  to date has been
encouraging with growing support from both advisers and customers.

Prudential  transferred  its UK personal  lines  general  insurance  business to
Winterthur  in 2002 and formed a strategic  alliance  with  Churchill,  to offer
Prudential branded general insurance products.  Under the terms of the agreement
Prudential  receives  commission,  the levels of which to date have been  offset
against payments received at the time of the original transaction,  therefore no
profits  are  recognised  on this  business  at this  time.  However,  under the
agreement,  Prudential  is  entitled to receive  full  commission  payments  and
associated profit, from 2008 onwards.

Including these individuals with Prudential branded general insurance  policies,
to whom  Prudential  can sell  long-term  products,  Prudential  has 2.5 million
marketable customers.

2006 is expected to be a year of change for the retirement savings market due to
Government pensions reforms which come into force on 6 April (A-Day). Prudential
believes the changes will have a positive impact and create an improved  savings
environment over time, although it is unclear how quickly consumers will respond
to these new regulations.

Prudential has made a significant investment in its A-Day preparations including
systems developments and customer  communications.  It currently expects pension
arrangements  will be compliant with the new regulations and that customers will
be aware of the changes. In addition,  Prudential is reviewing its product range
to identify where to focus future product  developments  to enable  customers to
take better advantage of the new regime.

As a consequence of this,  Prudential launched a new individual personal pension
designed to offer greater  transparency  and  flexibility.  The new Pru Flexible
Retirement  Plan was  launched in December and is  available  through  financial
advisers.

The  Pensions  Commission  published  its second  report in November in which it
proposed  significant  reform of the UK's  state and  private  pension  systems.
Prudential,  with its extensive experience of pensions savings, will continue to
play an active role in this debate and in helping to shape the new structure.

The Prudential  Assurance Company's (PAC) long-term fund remains very strong. On
a realistic basis,  with liabilities  recorded on a market consistent basis, the
free assets were valued at around GBP8.0 billion at 31 December  2005,  before a
deduction for the risk capital  margin,  and the fund is rated AA+ by Standard &
Poor's and Aa1 by Moody's. The with-profits  sub-fund delivered a pre-tax return
of 20 per cent in 2005 and over the last five  years,  the fund has  achieved  a
total  return of 41 per cent  against  6 per cent for the FTSE 100 total  return
index and 12 per cent for the FTSE All-Share  total return index (figures are to
31 December 2005, 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  constantly  evaluates prospects for different markets. At the end of
the first quarter of 2005,  based on  Prudential's  judgement about the relative
valuations of these assets,  Prudential increased its exposure to equities while
decreasing its exposure to corporate bonds and direct property.

As a result of the strong investment performance achieved in 2005, Prudential UK
announced in February 2006 that it will be increasing policy values for the vast
majority of with-profits policies maturing in 2006.

The closer  partnership of Egg with Prudential's UK life and pensions  business,
as announced in December,  is expected to achieve  revenue  synergies  and total
annualised pre-tax cost savings across the combined business of GBP40 million by
the end of 2007. This work to maximise the synergies  between the two businesses
has already started with PruHealth  policies now being sold through Egg. This is
an attractive opportunity for PruHealth and the first of what we believe will be
a number of effective synergies between Prudential's UK businesses.

Prudential UK will  continue to pursue  profitable  opportunities  in its chosen
product areas and distribution channels.

UNITED STATES



GBP'm unless
otherwise
stated      2005    2004   Percentage Change   2005    2004   Percentage Change
                 (at CER)                           (at RER)

                                                          
APE sales    515     456                 13%    515     453                 14%
NBP          211     146                 45%    211     145                 46%
NBP margin
(%            41%     32%              9% pts    41%     32%              9% pts
APE)
NBP margin
(%PVP)       4.1%    3.2%            0.9% pts   4.1%    3.2%            0.9% pts
Total EEV
basis
operating
profit *     755     370                104%    755     368                105%
Total IFRS
operating
profit *     362     284                 27%    362     282                 28%



* Continuing operations - excluding Jackson Federal Bank (JFB) which was sold in
October 2004, including Broker-dealer and fund management profits.

Jackson National Life (JNL) operates in the largest retirement savings market in
the world, with 67 per cent, or $12.9 trillion (Source: Cerulli Associates),  of
the world's retirement savings assets concentrated in the US at the end of 2005.
JNL  provides   retirement   income  and  savings  solutions  in  the  mass  and
mass-affluent segments of the US market, primarily to pre- and post-retirees. It
offers  tools  that help  people  plan for their  retirement,  and  manufactures
products with  specialised  features and guarantees to meet customer  needs.  By
seeking to add value to both the representatives  who sell JNL products,  and to
their customers, JNL has built a strong position in the US retirement market.

JNL delivered APE sales of GBP515  million  during 2005,  representing  a 13 per
cent  increase on the 2004  result.  This result was  achieved in an  individual
annuity market that was down 2 per cent on prior year (Source: LIMRA).

JNL's  new  business  profits  of  GBP211  million  were up 45 per cent on 2004,
reflecting a 13 per cent increase in APE sales, and a significant improvement in
new business margin to 41 per cent from 32 per cent in 2004. The improved margin
reflects a favourable  business  mix; an increase in the spread  assumption  for
fixed index  annuities  reflecting the spread being achieved;  improved  average
policy sizes for  variable and fixed  annuities;  economic  assumption  changes,
including  an increase in the equity risk  premium,  and  benefits  derived from
product pricing. Pricing benefits include the price increase,  introduced in May
2004,  on the  Perspective  II  product.  The margin on  Institutional  business
improved  due to the longer  average  duration  contracts  written by JNL during
2005.

Total EEV basis operating  profit of GBP755 million was up 104 per cent on 2004.
This  reflects a 45 per cent  increase in new  business  profits and an in-force
profit of GBP530  million,  up 123 per cent on the prior  year.  This result was
driven by an operating assumption change following price increases introduced on
two older books of term life  business  (GBP140  million),  a favourable  spread
variance, and an increase in the unwind of the in-force business.

Total IFRS  operating  profit of GBP362  million was up 27 per cent on 2004. The
2004 result  benefited from two one-off items, a favourable legal settlement and
an accounting  adjustment arising from the adoption of new accounting  guidance,
totalling GBP29 million.  The 17 per cent growth in long-term business operating
profit primarily  reflects a GBP119 million increase in spread income and record
variable annuity fee income due to significant growth in separate account assets
and the returns earned on those assets.

From 1999 to 2005,  JNL has  increased  GAAP assets by a compound  annual growth
rate of 8.4 per cent  from  $42  billion  to $68  billion,  statutory  premiums,
excluding  GIC  deposits,  from  $4.5  billion  to $7.7  billion,  and has grown
variable annuity reserves from $5 billion to $18 billion. JNL has also increased
its  ranking in the US annuity  market  from 15th to 12th  since  1999,  and has
achieved this with a net capital  inflow over the period of $11 million from the
parent company.

JNL sells variable,  fixed and fixed index annuities,  as well as life insurance
and institutional  products.  All three 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
premiums.  Fixed index annuities also offer these features,  but vary from fixed
annuities in that they offer potential  upside from equity index  participation.
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.  JNL's variable annuity products offer a range of protection options,
such as death and withdrawal  benefits  which are priced  separately by JNL, and
which can be elected by  customers  according  to their  needs.  JNL manages its
exposure  to  equity  market  movements   through  a  comprehensive   derivative
programme. Value movements in these derivatives are included in operating profit
so as to broadly offset changes in reserves caused by equity volatility.

During 2005, JNL again delivered record sales, with total APE sales for the year
of GBP515 million up 13 per cent on 2004, and retail sales of GBP416 million, up
12 per cent. Variable annuity APE sales of GBP261 million were up 31 per cent on
prior year,  compared  with market  growth of 2.5 per cent during 2005  (Source:
VARDS),  primarily reflecting the continued success of its unbundled VA contract
'Perspective  II'.  Utilising  the flexible  product  design  enabled by leading
technology,  advisors can customise the product to meet the individual  needs of
the consumer, including individually priced benefit options and guarantees, such
that consumers only pay for what they want.

JNL  improved  fixed  index  annuity  APE sales by 44 per cent to GBP62  million
during the year,  improving its market position to seventh for the year, up from
ninth in 2004 (Source:  LIMRA). Fixed annuity APE sales of GBP79 million in 2005
were  down 31 per cent on 2004,  reflecting  the  continued  low  interest  rate
environment  and  relatively  flat yield curve in the US. JNL has  continued  to
pursue value and hence has been  unwilling to  compromise  entry spreads in this
market.  JNL was ranked the seventh largest  provider of traditional  individual
deferred fixed annuities during 2005 (Source: LIMRA).

Institutional  APE sales of GBP98 million were up 15 per cent on 2004.  JNL took
advantage of attractive  issuance  opportunities  during 2005,  and continues to
participate in this market on an opportunistic basis.

70 per cent of retail  premiums  received in 2005 were for  products and product
features  that did not exist at the  beginning  of 2004.  In January  2005,  JNL
launched its 'Perspective  Advisors II' variable annuity,  and in March launched
'Perspective L Series'  variable  annuity  contract,  both of which included the
full menu of  Perspective  II benefits.  These two products  generated  combined
sales of $678 million in the year.  JNL also extended its range of Life products
during the year with the addition of 'Ultimate  Investor',  a variable universal
life contract. The flexibility of JNL's technology,  and demonstrable competency
in execution,  have resulted in an ability to quickly and  efficiently  meet the
changing needs of consumers and advisors.

JNL  continued to develop its  wholesale  distribution  capability  during 2005.
JNL's  long-term  commitment  to meeting the needs of  broker-dealers  and their
clients,  through the provision of product  flexibility,  sales  support  tools,
technology and customer  service,  continues to pay  dividends.  During 2005 JNL
increased  its  share  of  variable   annuity  sales  through  the   independent
broker-dealer  channel  from 6.8 per cent to 9.1 per cent,  and its share of the
regional  broker-dealer  channel  from  3.9 per  cent to 4.9 per  cent  (Source:
VARDS).

JNL also distributes in the retail space through its independent  broker-dealer,
National  Planning  Holdings  (NPH),  which  is a  network  of four  independent
broker-dealers  that represents  approximately  2,600 registered  advisors.  NPH
employs  sophisticated   technology  that  allows   representatives  to  operate
efficiently  and  productively.  In 2005, NPH increased  total revenues by 3 per
cent to  GBP231  million.  At  June  2005,  NPH was  ranked  the  sixth  largest
independent broker-dealer by revenue (Source: Financial Planning Magazine).

As a result of capital  conservation  measures  introduced in previous years and
further  strong  earnings,  JNL  continued  to  generate  significant  levels of
capital,  improving  the capital ratio from 8.5 per cent in 2004 to 9.2 per cent
in 2005. JNL's statutory  capital,  surplus and asset valuation reserve position
improved  year on year by $434  million,  after  deducting  the $150  million of
capital remitted to the parent company.

Curian Capital,  which offers customised separately managed accounts,  continues
to build a strong  position with net  investment  flows of GBP298 million in the
year.  Curian,  which can be accessed with a minimum account balance of $25,000,
offers  customers  access  to  technology  that  enables  individual   portfolio
construction,  and  access to  institutional-quality  money  managers.  Advisors
benefit from the  efficiencies  of on-line  processing  and  compliance.  Curian
Capital  now has $1.7  billion  (GBP973  million)  of  assets  under  management
compared with $1.1 billion (GBP615 million) at the start of 2005.

JNL has completed the  integration  of the 1.5 million Life of Georgia  policies
onto its own operating  platform.  This achievement  clearly  demonstrates JNL's
operational  effectiveness and its increasing  capability in consolidating large
blocks of business.  This acquisition  doubled the number of JNL's in-force life
and annuity policies,  adding scale to its operating  platform and expanding its
distribution  capability,  as well as further  diversifying  its income streams.
This  transaction  enabled JNL to grow its life  business at a higher return and
faster  rate than could be  achieved  organically.  JNL  expects to achieve  the
target internal rate of return after tax on this transaction of 12 per cent, and
will  continue  to consider  further US bolt-on  acquisitions  as  opportunities
arise.

With its relationship  driven  distribution,  innovative  product  manufacturing
capability  and  low  cost  operating  model,  JNL is  well  positioned  to take
advantage of the evolving  opportunities in the US retirement  market.  As "Baby
Boomers"  retire  and  shift  their  focus  from  asset  accumulation  to income
distribution,  one of JNL's main  objectives  will be to capture a proportion of
these flows. With an emphasis on sales of low capital intensive variable annuity
products,  solid operating results and strong investment portfolio  performance,
JNL is capable of  self-generating  the capital  necessary to support its future
growth at the  required  returns and return a growing  remittance  to the parent
company.

The  ageing  demographics  of the US,  with the first of the 77  million  ''Baby
Boomers''  reaching  60 this year,  will,  over the next  decade,  create a very
significant  increase  in the level of  distributions  from  retirement  savings
plans.  Life  expectancy in the US continues to increase  while at the same time
the average  retirement age is  decreasing.  This has led to a large increase in
the average time individuals will spend in retirement.  Consequently  there is a
growing risk that individuals'  finances will be insufficient to cover the costs
of living  through  retirement.  These  consumers  will have a growing  need for
independent financial advice and will increasingly seek guarantees and longevity
protections from the products they purchase.

ASIA



GBP'm unless
otherwise
stated         2005      2004    Percentage  2005      2004   Percentage Change
                      (at CER)       Change         (at RER)

                                                          
APE sales       731       594          23%    731       576                 27%
NBP             413       365          13%    413       355                 16%
NBP margin (%
APE)             56%       61%     (5%) pts    56%       62%            (6%) pts
NBP margin (%
PVP)           10.2%     10.4%   (0.2%) pts  10.2%     10.4%          (0.2%) pts
Total EEV
basis
operating
profit *        576       473          22%    576       460                 25%
Total IFRS
operating
profit *        195       119          64%    195       117                 67%


* Excluding fund management operations, development and Asia regional head
office expenses

Asia's  life  insurance  markets are very  attractive  with large scale and high
growth rates  supported  by  consistently  strong  economic  growth,  favourable
demographics  and market  liberalisations.  However,  there are some  formidable
barriers to successful entry including entrenched incumbents, the pace of change
and nature of regulations,  mandatory partners in some markets and a shortage of
experienced staff. Acquisition opportunities,  particularly of scale businesses,
are  limited and in North  Asian  markets are likely to involve  back books that
currently experience negative spread and hence require material provisions under
European regulatory capital requirements.

Since  the mid  1990's  Prudential  has been  progressively  building  its Asian
platform;  strengthening  and  protecting  its market  leading  positions in its
Established  Markets  (Singapore,  Hong Kong and  Malaysia),  entering  emerging
markets  (Thailand,  Indonesia,  Philippines,  Vietnam),  securing  strong joint
venture  partners  for the sizable  opportunities  in India and China (ICICI and
CITIC  respectively)  and taking  positions in the large North Asian  markets of
Taiwan, Japan and Korea. Prudential now has over 7 million customers in Asia, up
from 1.5 million in 2000.

In all its  markets,  Prudential  has  been  focussed  on  building  proprietary
distribution  as the most effective way of delivering  sustainable  new business
volumes and managing the customer  proposition;  typically  through growing tied
agency  and  integrated  bancassurance   arrangements  (such  as  with  Standard
Chartered  Bank in Hong Kong).  Prudential  also  prioritises  economic  capital
efficiency, profitability and customer centricity in its Asian product portfolio
as seen, for example,  with the  introduction of unit linked products across the
region,  an emphasis on regular  premium  policies  (89 per cent of APE sales in
2005), life stage themed marketing and purposely  limiting  participation in the
lowest margin and highly tactical sectors.

During 2005, the business continued to make very solid progress in a number of
key areas:

In China, 6 new cities were added including Wuhan, in the provincial  capital of
Hubei. CITIC-Prudential now has 10 cities operational in China and a further new
provincial  capital,  Jinan in  Shandong,  was added in January  2006.  The main
challenge  facing foreign  players trying to become  established in China is the
need  to  develop  local  management  teams  to  support  geographic  expansion.
Prudential has a real  advantage in being able to leverage its existing  Chinese
speaking operations to help incubate new teams quickly. In 2005 new business APE
for China increased by 47 per cent over 2004.

Strengthening  distribution  continues  to be a major  priority.  In 2005  agent
numbers grew by 26 per cent to over 170,000 with  geographic  expansion in India
and China being a key driver (up 36 per cent and 37 per cent  respectively).  In
Indonesia the business has excellent momentum and has increased agent numbers by
89 per cent  during  the  year.  In the  Established  Markets  improving  agency
productivity is a key initiative and whilst this improved in 2005 there is still
significant room for growth.  Prudential's  multi-channel  distribution model in
Korea is a real asset as, whilst  volumes from direct  campaigns  such as a home
shopping channel have waned and bank distribution has been limited by regulatory
caps and  industrial  action,  new  business  APE growth for 2005 of 88 per cent
reflects great success in increasing  the number of tied financial  advisers (up
132 per cent) and extending the number of general agents (brokers).

Currently  75 per cent of  Prudential's  new  business  APE comes  from its tied
agency  distribution  and whilst this will  remain the primary  channel for some
time, there is the potential to further expand alternate channels,  particularly
banks and direct marketing.  Bancassurance  with Standard Chartered Bank in Hong
Kong continues to be especially  successful and there is considerable  potential
particularly  in  Singapore,  Malaysia and Taiwan over the short to medium term.
The life business in Japan remains  challenging  and after  piloting a Financial
Adviser  channel with little  success and high running  costs this was closed in
January  2006;  the  emphasis  is  now  on  developing  profitable   partnership
distribution opportunities.

Taiwan's  macro economic  environment  remains  challenging  with interest rates
currently at record lows leading to negative  spread issues  affecting the whole
industry,  particularly on tranches of business sold pre 2002.  Prudential has a
comparatively  small  book of this  business  and  remains  confident  that  any
potential  deficits are more than  adequately  supported by the  profitable  new
business,  particularly unit-linked,  it has been writing for a number of years.
The Taiwanese life insurance industry is currently dominated by players pursuing
short-term  volume  whereas  Prudential  remains  firmly  focussed on  long-term
profitability.  In 2005 Prudential's new business APE mix was 73 per cent linked
products  compared to the industry total of 29 per cent and new business volumes
were in line with 2004. New Business  Profit (NBP) margins in Taiwan were 51 per
cent  compared to 61 per cent the previous  year.  The change is due to a higher
proportion  of capital  efficient  and popular new  retirement  focused  regular
premium unit-linked savings plan that is investment-orientated.

Prudential's increasing scale is enabling it to move ahead with plans for a step
change in its operating platform.  A new business processing hub was launched in
Kuala Lumpur,  Malaysia in early 2005 under the name  Prudential  Services Asia.
This  is  already  successfully   processing  business  for  the  Malaysian  and
Singaporean  life  operations  and plans  are  underway  for a second  hub to be
launched in China.

Over  the  last  year  significant  progress  was  made  with  embedding  a risk
management  and  compliance  framework.   Prudential  employs  'three  lines  of
defence';  the operational  management in each business,  strong risk management
related  functions and an  independent  internal  audit  function.  Prudential's
policies are clear that any breach of regulatory standards attributable to staff
malpractice is unacceptable.

In financial terms, 2005 was another strong year. Prudential's, new business APE
grew by 23 per cent to GBP731 million over 2004. The NBP margin was 56 per cent,
compared to 61 per cent in 2004 representing  changes in the average  geographic
mix (net 2 percentage  points),  economic  assumption  changes (net 2 percentage
points) and product mix (net 1 percentage  point).  Looking at these  changes in
more detail, Korea and India now contribute 26 per cent of total APE compared to
18 per cent in 2004,  average NBP margins in these countries are 37 per cent and
29 per cent respectively.  The impact attributed to economic  assumption changes
is driven  principally  by  increases  to the risk  discount  rates in China and
Korea.  This was more than offset by a favourable  shift in product mix in Korea
where average margins remained  slightly ahead of 2004 at 37 per cent. The other
main product mix related  impact was due to the lower margins on the  retirement
linked  product in Taiwan as  discussed  above  which led to a change in average
margins from 61 per cent to 51 per cent.

With the  exception of Taiwan,  where  although  Prudential  has  increased  the
proportion  of lower  margin  unit-linked  product  sales to 73 per cent from 49
percent  these include the new lower margin  retirement  focussed  product,  all
markets have increased NBP achieved over 2004.

Long term EEV operating  profits of GBP576  million are up 22 per cent over 2004
and are driven by new  business  profits of GBP413  million and unwind of GBP162
million with small operating assumption changes and experience variances netting
out to GBP1m.

IFRS  operating  profits  increased  64 per cent to GBP195  million  from GBP119
million in 2004,  however  2005 does  include a net GBP30  million  from various
non-recurring items including a net GBP44 million profit as previously disclosed
at the half  year and  subsequently  reduced  by  offset  by  GBP14  million  of
restructuring  charges  in  Japan.  Excluding  these,  growth  was 39  per  cent
reflecting  the steady  increase in profits  from the  Established  Markets with
total IFRS operating profits of GBP127, million up 14 per cent, the emergence of
profits on the IFRS basis from the new business being sold across the region and
lower expenses in Japan.

Prudential  Asia's high  proportion  of  profitable,  regular  premium  business
combined with sound operational management means cashflows can be predicted with
some  certainty.  As  previously  announced  the  business  is on target to fund
continued strong growth  internally and begin remitting surplus cash back to the
Group from 2006 onwards.

In summary,  Prudential  has an excellent  track record of building a profitable
business in Asia and the scale of the opportunity for continued growth is clear.

ASSET MANAGEMENT

Prudential's three asset management businesses are aligned with their respective
markets in the UK, Asia and America.  They operate  under  different  brands and
with different models, each of which is described further below.

M&G



GBP'm unless otherwise stated               2005       2004    Percentage Change

                                                                  
Gross investment flows                   7,916      5,845                  35%
Net investment flows                     3,862      2,004                  93%
Underlying profits before performance
related fees                               138        110                  25%
Total IFRS operating profit                163        136                  20%


M&G is  Prudential's  UK and European  fund  management  business and has GBP149
billion  of  funds  under  management,   of  which  GBP113  billion  relates  to
Prudential's  long-term  business funds.  M&G operates 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 has scale
in all key asset  classes:  it is one of the largest  active  managers in the UK
stockmarket,  one of the largest  bond  investors  in the UK and one of the UK's
largest property investors.

M&G's  operating  profit in 2005  including  performance-related  fees (PRF) was
GBP163  million,  an  increase  of 20 per cent on last year.  Underlying  profit
(excluding  PRFs) of GBP138m was 25 per cent higher than in 2004,  an  extremely
strong   result  given  that  the  previous   year   included  GBP7  million  of
non-recurring  provision  releases.  Adjusting  for this  gives a  like-for-like
increase in profits of 34 per cent over 2004.  This  continues  a strong  upward
trend  which has seen  underlying  profits  grow from  GBP49  million in 2002 to
GBP138  million  last  year,  reflecting  the  strengths  of  M&G's  diversified
business,  disciplined  cost  management and the  successful  development of new
sources of revenue.

Performance-related fees in 2005 were GBP24 million,  including GBP17 million as
a result of several  exceptionally  profitable  realisations by PPM Capital that
are not expected to recur.  M&G received  GBP7 million of  performance  fees for
managing Prudential's long-term and annuity funds, which continued to beat their
strategic and competitor benchmarks during the year.

M&G  enjoyed a record  year for sales  during  2005,  with  gross  fund  inflows
increasing  35  per  cent  to  GBP7.9  billion.   Net  fund  inflows  also  grew
significantly,  almost  doubling  to GBP3.9  billion  and  external  funds under
management,  which represent a quarter of M&G's total funds, rose by 26 per cent
to GBP36.2 billion.

Gross fund  inflows  into M&G's  retail  businesses  were their  highest ever at
GBP3.8 billion and were nearly double the previous year. Net retail fund inflows
totalled  GBP1.3  billion,  more  than  triple  those  in 2004.  In the UK,  M&G
generated  the  highest  ever  retail  sales  in its 75 year  history  across  a
combination of its equity,  fixed income and property funds. M&G  International,
which sells funds in Germany,  Austria, Italy, Luxembourg and Switzerland,  more
than tripled its funds under  management  during the year.  M&G's South  African
business  saw  a  doubling  of  retail  funds  under  management.   Retail  fund
performance continued to be very strong, especially M&G's equity funds which saw
92 per cent of funds beating their UK sector average over three years.

M&G's  institutional   business  saw  gross  fund  inflows  of  GBP4.1  billion.
Significant  growth in the areas of private finance and property helped net fund
inflows  increase 59 per cent to GBP2.5  billion.  M&G continued its  successful
strategy of  generating  new  revenue  streams  with  attractive  margins  using
expertise developed for internal funds, especially in the area of non-correlated
assets such as leveraged  loans. M&G broke new ground in this asset class during
the year with the launch of Europe's  first pure  leveraged  loan fund,  the M&G
European Loan Fund. The success of M&G's  Collateralised  Debt Obligation  (CDO)
programme  also  continued  during  2005 with the  launch  of five new CDOs.  In
property,  the development of external  vehicles managed by Prudential  Property
Investment  Managers  (PruPIM)  for third party  clients  delivered  strong fund
inflows.

Asia



GBP'm unless
otherwise
stated            2005       2004    Percentage   2005       2004   Percentage
                          (at CER)       Change           (at RER)      Change

                                                       
Net investment
flows            1,327      1,293           3%   1,327      1,280           4%
Total IFRS
operating
profit*             12         20         (40%)     12         19         (37%)


*Underlying IFRS operating profit of GBP28m, offset by GBP16m of charges related
to bond funds in Taiwan.

The Asian fund management business had GBP26.2 billion of funds under management
as at 31 December,  2005, of which GBP10.1  billion related to third party funds
in operations in India, Taiwan, Japan, Korea, Malaysia, Singapore and Hong Kong.
Prudential  is a top five foreign  provider of mutual funds in all  countries in
which it operates  with the  exception of Japan where  significant  progress has
been made in a very competitive  market.  In 2005, the fund management  business
continued to expand geographically with the securing of fund management licences
in China,  through a joint  venture with CITIC,  and in Vietnam.  This takes the
total number of countries in which the business has a presence to nine.

Operating profit from the Asian fund management operations was GBP12 million for
the year,  the decrease  from 2004  reflecting  the  exceptional  costs of GBP16
million incurred due to bond fund restructuring required as a result of industry
wide issues in Taiwan.

The  geographic  expansion  of the past few years has been  matched by growth in
market share,  with Korea,  Japan,  India and Malaysia being notable  successes.
Geographic  diversification  along with this  growth in scale has  resulted in a
strong  upward trend in profits with  underlying  profits  increasing  from GBP9
million in 2001 to GBP28 million in 2005.

Net  inflows  from third  parties of GBP1.3  billion  were  driven by strong net
inflows in Japan of GBP905 million and Korea of GBP926 million though these were
offset by net outflows in Taiwan of GBP745 million due to an unsettled bond fund
market.

Total reported third party funds under  management of GBP10.1  billion was up 13
per cent on 2004. In August last year, ICICI increased its stake in Prudential's
India  asset  management  joint  venture  from 45 per cent to 51 per cent.  As a
result,  Prudential no longer consolidates this business at 100 per cent and the
year end numbers  are  reported at 49 per cent,  resulting  in a GBP1.5  billion
reduction in funds under  management for the year. On a comparable  basis,  full
year 2005 funds under management grew 29 per cent on 2004.

PPM America



GBP'm unless
otherwise
stated          2005        2004   Percentage   2005        2004     Percentage
                         (at CER)      Change            (at RER)        Change
                                                        

Funds Under
Management (GBP
bn)               41          40          3%      41          36           14%
Total IFRS
operating
profit            20          12         67%      20          12           67%



PPM America,  based in Chicago,  is  Prudential's  North American  institutional
investment manager,  specialising in public and private fixed income and equity,
and real estate  securities,  and,  through its  affiliate  PPM  Finance,  Inc.,
commercial  mortgage  lending.  At the end of 2005,  PPM America had funds under
management  of  GBP41  billion  (including  PPM  Finance),  of which 68 per cent
relates  primarily to JNL policyholder  assets,  29 per cent to funds managed on
behalf  of other  Prudential  UK and Asian  affiliates,  and 3 per cent to funds
managed for external clients, including CDOs and similar products.

In 2005 PPM America  increased  IFRS profits by 67 per cent,  primarily due to a
one-off GBP5 million  revaluation  related to investment vehicles managed by PPM
America.

Banking



                                                      2005    2004 ** Percentage
                                                      GBPm    GBPm       Change

                                                                 
IFRS Operating Profit from Continuing Operations *
UK banking business                                     60       72        (17%)
Restructuring costs                                    (10)      (5)      (100%)
Transaction costs                                       (7)      (6)       (17%)
Other                                                    1        0        100%
                                                        44       61        (28%)
Highlights of UK banking business
Net interest income *                                  312      287          9%
Non-interest income *                                  215      209          3%
Cost-to-income ratio                                    43%      49%         -
Bad debts *                                           (241)    (182)       (32%)



* Continuing operations - excludes Egg France and Funds Direct.

** 2004 comparatives restated to IFRS basis, except for adjustments for IAS 32
and IAS 39 which have been adopted from 1 January 2005.

Egg is an innovative  financial  services  company  primarily  offering  banking
products and services,  specifically,  unsecured  personal loans,  credit cards,
mortgages and savings  accounts.  Egg is now one of the world's  largest  online
banks with approximately 3.7 million  predominantly young and upmarket customers
acquired since launch.

Operating profit from the core UK banking  business was GBP60 million,  compared
with GBP72 million in 2004. This result represents a strong  performance given a
very  challenging  set of market  conditions  with  sharply  reducing  growth in
unsecured  borrowings,  narrowing margins following the increase in average base
rates  and a sharp  deterioration  across  the  industry  in  underlying  credit
quality.  Regulatory changes also impacted this year's business performance.  In
particular, the introduction of new measures into the sales processes of payment
protection  insurance  products in 2005 has led to a  significant  reduction  in
income from these products across the industry.

Despite this market environment, Egg managed to increase margins on credit cards
via  increased  pricing and through  focussing on the active  management  of its
existing  customer  base  to  maximise   borrowing   balances.   The  degree  of
deterioration in credit quality was at a level substantially below the market.

Egg has completed the re-focus on its successful  core UK banking  business over
the last 12 months.  The exit from France was  completed in the first quarter of
2005 with total costs  incurred  within the  provision  established  in 2004. In
October  2005,  Egg  completed the sale of Funds  Direct,  its  investment  wrap
platform  business.  Total operating  profit from continuing  operations in 2005
includes GBP10 million of restructuring costs.

This  reorganisation  aligned Egg's cost base with its strategic focus on the UK
business and contributed to a GBP17 million  reduction in total expenses between
2005 and 2004.

Transaction  costs of GBP7  million  were  incurred  during  2005 in relation to
Prudential's acquisition of the minority shareholdings in Egg.

The  immediate  benefits  from the  restructuring  implemented  in  early  2005,
together  with Egg's  effective  cost  management  contributed  to the continued
downward  trend in Egg's  cost to  income  ratio.  It was 43 per cent for  2005,
compared to 49 per cent and 53 per cent for 2004 and 2003 respectively.

The  capital  position at the end of the year  continued  to be very strong with
total capital ratio of 14.8 per cent, improving from 12.5 per cent in 2004.

The  launch  of Egg  Money in  September  has  further  strengthened  the  brand
awareness and reinforced the innovative values of Egg. This product concept also
reflects Egg's strategy of deepening its relationship  with customers which is a
key  differentiator  and route to higher levels of cross sales and  ultimately a
broader range of product offerings. Egg Money won an award from Which? for 'Best
Money Innovation' in November 2005.

On the 1 December 2005, the Boards of Prudential and Egg announced a recommended
Offer by  Prudential  for the whole of the issued and to be issued shares of Egg
not already owned by the Prudential Group. This represented  approximately  21.7
per cent of the existing issued share capital of Egg.

The Offer  valued the  existing  issued  share  capital of Egg at  approximately
GBP973 million,  a 15 per cent.  premium to the market  capitalisation of Egg of
GBP845  million  on 30  November  2005,  being  the last  Business  Day prior to
announcement of the Offer.  Prudential  offered 0.2237 New Prudential Shares for
each Egg Share.

On the 23 January 2006 Prudential  announced that it had received acceptances in
respect of 80.3 per cent of the issued  ordinary  share  capital that it did not
already own bringing  Prudential's  ownership of the Egg Group to 95.7 per cent.
Prudential  also  announced  its  intention  to extend the offer  until  further
notice.

On 20 February 2006, Egg shares were delisted from the Official List.

It is anticipated  that the  acquisition of the minority will enable  Prudential
and Egg to capitalise on the product  capabilities,  customer  relationships and
brand  strengths  of  Prudential,  M&G and  Egg and  will  also  facilitate  the
realisation of substantial  annualised pre-tax cost savings,  with GBP40 million
expected to be realised by the end of 2007, as well as opportunities for revenue
synergies.

FINANCIAL REVIEW

SALES AND FUNDS UNDER MANAGEMENT

Prudential  delivered  strong sales growth  during 2005 with total new insurance
sales up 13 per cent to GBP13.8 billion at constant  exchange rates (CER).  This
resulted  in record  insurance  sales of GBP2.1  billion on the  annual  premium
equivalent (APE) basis, an increase of 15 per cent on 2004. At reported exchange
rates  (RER),  APE was up 16 per cent on 2004.  The strong  growth is  reflected
across all regions  with APE up on 2004 by 10 per cent in the UK, 13 per cent in
the US and 23 per cent in Asia at CER.

Total gross  investment  sales for 2005 were GBP26.4  billion,  up 6 per cent on
2004 at RER. Net investment  flows of GBP5.2 billion were up 58 per cent on last
year at RER.

Total  investment  funds under  management in 2005 increased by 24 per cent from
GBP37.2  billion to GBP46.3 billion at RER,  reflecting net investment  flows of
GBP5.2 billion and net market and other movements of GBP3.9 billion.

At 31 December 2005,  total insurance and investment funds under management were
GBP234 billion, an increase of 19 per cent up from 2004 at RER.

Present  value of new  business  premiums  in 2005  increased  by 12 per cent to
GBP16.8 billion.  Present value of new business  premiums is the preferred basis
of disclosing  margin under EEV principles,  and from the half year 2006 we will
provide  commentary on this basis. We will continue to provide detail on the APE
basis  for the  foreseeable  future  until  familiarity  with  the new  basis of
reporting is developed.

BASIS OF PREPARTION OF RESULTS

From 1 January  2005,  Prudential  is  required  to  account  for its  long-term
insurance  business on an  International  Financial  Reporting  (IFRS) basis. 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.

As a signatory  to the  European  CFO Forum's EEV  Principles,  Prudential  also
reports supplementary results on the European Embedded Value (EEV) basis for the
Group's long-term  business,  including asset management  operations and service
companies that support the long-term businesses. These results are combined with
the IFRS basis results of the Group's other businesses.

Reference to operating profit relates to profit including the expected long-term
rate of  return on  investments,  but  excludes  exceptional  items,  short-term
fluctuations  in  investment  returns  and the  effect of  changes  in  economic
assumptions.

IFRS BASIS REPORTING

The European Union ("EU") requires that all listed European groups prepare their
2005 financial statements in accordance with EU approved International Financial
Reporting  Standards  ("IFRS").  The IFRS basis  replaces the previous  Modified
Statutory basis ("MSB") of reporting.  To prepare the market for the changes the
Group  reported  the impact of  restating  its 2004  results in its Economic and
Financial Reporting announcement on 2 June 2005.

The  announcement  explained that the IFRS changes have been  implemented in two
stages.  First, for the purposes of formal IFRS adoption from 1 January 2004 all
standards other than IAS32 (financial instruments: Disclosure and Presentation),
IAS39 (Financial Instruments: Recognition and Measurement), and IFRS4 (Insurance
contracts) have been applied.

Due to the complications for the retrospective application, particularly for the
banking industry for financial  instruments,  the IASB allowed adoption of these
three  standards  from 1  January  2005.  The Group  has  chosen  to adopt  this
approach.  However,  mindful of the impact on the Group's insurance  operations,
particularly  JNL, the Group has prepared  supplementary  proforma  results that
show the effect of adopting these standards if they had been applied in 2004 for
those  businesses.  The two areas of change that are of particular  relevance to
Prudential's results are:

- Altered valuation bases for JNL derivatives and fixed income
securities, and

- Recognition of the shareholders' share of deficits on defined benefit
pension schemes in shareholders' equity.

In preparing  its IFRS basis results the Group has chosen to continue 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. The Group has
also made a  discretionary  change of accounting  policy at the same time as the
adoption of IFRS standards.  The change principally affects the determination of
longer-term returns for JNL that are credited to operating results. Total profit
before tax is unaffected by this change.

Total profit before tax now includes  value  movements on  derivatives  that JNL
uses for  economic  hedging  together  with  actuarial  gains and  losses on the
Group's defined benefit pension schemes, and are expected to be more volatile as
a result. In addition, IFRS basis shareholders' funds will be more volatile from
period to period because of market value movements on fixed income securities of
JNL which are classified as available for sale.

The adoption of IFRS does not have a  significant  impact on the business or the
underlying financial position.

EUROPEAN EMBEDDED VALUE BASIS REPORTING

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.

As a  signatory  to the  European  CFO Forum's EEV  Principles,  Prudential  has
adopted  EEV  methodology  for its 2005  year end  results.  This  replaces  the
Achieved  Profits  basis of  reporting.  The main  impact of the change from the
Achieved  Profits basis on the results arises from the effects of changes to the
assumed level of locked in capital  allocated to each business,  the adoption of
product  specific risk  discount  rates,  and an explicit  valuation of the time
value of options  and  guarantees.  The EEV  results  also  include the value of
future  profits from fund  management  and service  operations  that support the
long-term business. In most other respects the approach that Prudential used for
its Achieved Profits  reporting  already conforms to the requirements of the EEV
Principles.

On the EEV basis, the shareholders' interest in the Group's long-term businesses
comprises:

- the present value of future shareholder cashflows from in-force covered
  business (value of in-force business), less a deduction for the cost of
  locked-in ("encumbered") capital;
- the locked-in ("encumbered") capital; and
- shareholders' net worth in excess of encumbered capital.

Stochastic  valuations  have been  undertaken to determine the value of in-force
business  including  the  cost of  capital.  A  deterministic  valuation  of the
in-force  business is also derived  using  consistent  assumptions  and the time
value of the  financial  options  and  guarantees  is derived as the  difference
between the two.

The Group EEV results also incorporate the effect of the discretionary change to
the basis of determining  longer-term  investment  returns included in operating
profits  and IFRS  changes  for  pension  scheme  accounting  and  non-insurance
operations as described below.

EEV BASIS OPERATING PROFITS

Total EEV basis  operating  profits from  continuing  operations  were  GBP1,712
million, up 33 per cent from 2004 at CER. At RER, the result was up 34 per cent.
This result  reflects a  combination  of strong  growth in all the insurance and
funds management businesses.



                     2005      2004   Percentage      2005      2004  Percentage
                            (at CER)      Change             (at RER)     Change
EEV Basis
Operating Profits
                    GBP'm     GBP'm                  GBP'm     GBP'm
                                                         
   Insurance
   business
      UK              426       486        (12%)       426       486       (12%)
      US              741       384         93%        741       382        94%
      Asia            576       473         22%        576       460        25%
      Development
      expenses        (20)      (15)       (33%)       (20)      (15)      (33%)
                 --------   -------  ---------     -------   -------   --------
                    1,723     1,328         30%      1,723     1,313        31%
                 --------   -------  ---------     -------   -------   --------
   Fund
   management
   business
      M&G             163       136         20%        163       136        20%
      US broker
      dealer and
      fund
      management       24        15         60%         24        15        60%
      Curian          (10)      (29)        66%        (10)      (29)       66%
      Asia fund
      management       12        20        (40%)        12        19       (37%)
                 --------   -------  ---------     -------   -------   --------
                      189       142         33%        189       141        34%
                 --------   -------  ---------     -------   -------   --------
   Banking
      Egg (UK)         44        61        (28%)        44        61       (28%)

   Other income
   and
   expenditure       (244)     (243)         0%       (244)     (241)        1%
                 --------   -------  ---------     -------   -------   --------
   Operating
   profits from
   continuing
   operations       1,712     1,288         33%      1,712     1,274        34%
                 ========   =======  =========     =======   =======   ========


Prudential's  insurance business achieved  significant  growth, both in terms of
new  business  profits  (NBP) and  in-force  profit,  resulting in a 30 per cent
increase in operating  profit over 2004 at CER. In 2005, the Group has generated
record new business  profits  (NBP) from  insurance  business of GBP867  million
which was 15 per cent above 2004 at CER,  driven by strong sales momentum across
all markets. At RER, NBP was up 17 per cent. The average Group NBP margin was 41
per  cent up from 40 per cent in 2004 on an APE  basis  and 5.2 per cent up from
5.0 per cent on a present value of premiums  basis.  The overall margin has been
broadly  maintained over the last two years,  reflecting  careful  management of
product mix within each business.  In-force profit increased 48 per cent on 2004
at CER to GBP876  million.  At RER,  in-force  profit  was up 49 per  cent.  The
in-force  profit  includes 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  announced at the half year. In aggregate,
net assumption changes were negative GBP54 million, with net positive experience
variances and other items of GBP79 million.

Results  from fund  management  and banking  business  were GBP233  million,  an
increase  of 15  per  cent  at  CER on  2004.  This  was  mainly  driven  by the
significant contribution from M&G.

Other income and expenditure was negative GBP244 million  compared with negative
GBP243 million at CER in 2004.  This reflected an increase in investment  return
on centrally held assets and other income offset by higher interest  payable and
head office costs.

UK Insurance Operations

EEV basis  operating  profit of GBP426  million was down 12 per cent on 2004, 62
per cent of the profit attributable to the with-profits fund.

Prudential  UK's new  business  profit  remained  in line  with  2004 at  GBP243
million.  This was driven by the 10 per cent increase in APE sales volumes which
was offset by a fall in the new business profit margin (from 30 per cent in 2004
to 27 per cent in 2005 on an APE basis).  The movement in margin  reflected  the
shift in product mix in 2005 as Prudential  continued to expand its  shareholder
backed  product  range,  however,  throughout  the year  there  continued  to be
competitive  pressure  on margins  across a range of products  which  Prudential
substantially resisted.

Prudential allocates shareholder capital to support new business growth across a
wide range of products in the UK. The weighted average post-tax Internal Rate of
Return (IRR) on the capital  allocated to new business  growth in the UK in 2005
was 14 per cent  achieving  the 2007 target set at the time of the rights  issue
two years early. This increase was achieved by broadly  maintaining or improving
individual product IRR's during the year coupled with a favourable product mix.

UK in-force  profit of GBP183  million was down 25 per cent on 2004. The profits
arising from the unwind of discount from the in-force book were partially offset
by adverse operating assumption changes and other experience variances.

At the half year,  persistency  assumptions were strengthened across a number of
products,  primarily in respect of with-profit  bonds. This resulted in a charge
of  GBP148  million  for 2005 on an EEV  basis.  In the case of  PruBond,  which
accounts for a  significant  proportion  of the  assumption  change,  Prudential
expected  surrenders to fall after the favourable bonus  declaration in February
2005. In the event,  following  the bonus  declaration,  customers  continued to
surrender their policies  leading to a strengthening of the assumption by 40 per
cent. The assumption change reflects  Prudential's  current experience and, post
tax, represents three per cent of the overall embedded value of the UK business.

The  persistency  assumptions  represent  Prudential's  current best estimate of
future  experience.  In the case of PruBond,  a product  with no set maturity or
term and no surrender  penalties after five years, future customer behaviour may
differ from past  experience,  making it difficult to  anticipate  future actual
surrenders with certainty.

However, the attractiveness of PruBond as a long term investment is demonstrated
by  investment  returns that a typical  customer has  achieved.  A Prudence Bond
policy will have seen its value  increase from  GBP10,000 to GBP18,137  over the
ten years up to 6 April  2006.  This  payout  represents  an overall  annualised
return of 6.1 per cent over each of the last 10 years net of tax and charges.

Prudential  continues to actively  manage the  conservation of its in-force book
and is currently running within assumptions.

During the year,  Prudential  carried out a review of its  mortality  experience
across all of its non-profit  annuity  business.  As a result of this review, it
strengthened  the  realistic  and statutory  male  assumptions  and weakened the
realistic  female  assumptions  to align the realistic  assumptions  with recent
experience.  The total effect of the changes was to reduce operating  profits by
GBP47m, of which the main reduction arose from increasing the cost of capital.

New annuity  business  written in 2005 has been priced on the new basis for both
EEV and IFRS.

Other  charges  of  GBP46  million  in the UK  include  GBP45  million  of costs
associated with, complying with new regulatory  requirements  including Sarbanes
Oxley,  product  development  and  distribution  development;  a negative  GBP19
million  expense  variance;  and a net  positive  GBP18  million of other items.
Prudential believe the announced cost savings from UKIO and Egg's collaboration,
together  with other  initiatives  will lead to a lowering of the absolute  cost
base going forwards.

In 2005,  Prudential  wrote to 440,000 of its  customers  contracted-out  of the
State Second  Pension  ("S2P") and  provided  updated  information  and views to
enable them to make an informed decision about whether to contract back into S2P
or remain  contracted-out,  stating that  Prudential  believed  that most people
should contract back in for the 2005/6 tax year onwards.  As a result of this we
expect premiums from DWP rebate business to fall in 2006 and subsequent years.

US Operations

In the US, EEV operating profit from long-term operations was GBP741 million, up
93 per cent at CER and up 94 per cent from prior year at RER.

JNL  new  business  profits  of  GBP211  million  were up 45 per  cent on  2004,
reflecting a 13 per cent increase in APE sales, and a significant improvement in
new business  margin to 41 per cent from 32 per cent in 2004. On a present value
of premiums basis,  the margin  increased from 3.2 per cent to 4.1 per cent. The
improved  margin  reflects a favourable  business mix; an increase in the spread
assumption  for fixed index  annuities  reflecting  the spread  being  achieved;
improved  average  policy  sizes  for  variable  and fixed  annuities;  economic
assumption  changes,  including  an  increase in the equity  risk  premium;  and
benefits  derived  from  product  pricing.  Pricing  benefits  include  the  fee
increase,  introduced in May 2004, on the Perspective II product.  The margin on
Institutional  business  improved due to the longer average  duration  contracts
written by JNL during 2005.

The new business margin achieved on variable annuity business in 2005 was 50 per
cent  compared  with 36 per cent in 2004.  The  improved  margin  was  driven by
economic  assumption  changes,  and a full year of benefit  associated  with the
re-pricing,  in May 2004, of JNL's unbundled VA  'Perspective  II'. The economic
assumption  changes  include an increase in the equity risk  premium  from 3 per
cent to 4 per  cent  which  Prudential  believe  more  accurately  reflects  the
volatility of equities.

The fixed  index  annuity  margin  has  improved  from the prior  year due to an
increase in the long-term  spread  assumption from 175bps to 190bps,  reflecting
the spread being achieved.

For JNL, the average IRR on new business  was 15 per cent which  reflects  JNL's
strong pricing discipline.

In the US, the in-force  profit of GBP530  million is 123 per cent up on 2004 at
CER.  The  increase was  primarily  due to  increased  unwind of discount on the
in-force  business,  an operating  assumption  change  following price increases
introduced  on two  older  books of term life  business  (GBP140  million),  and
improved spread  variance.  The increase in the unwind of discount  reflects the
increase  in risk  discount  rates,  following  an  increase  in the equity risk
premium from 3 per cent to 4 per cent. Improved spread variance of GBP89 million
is up from GBP41  million in the prior year,  and reflects  achieved  spreads in
excess of the current weighted  portfolio target on the regular  portfolio.  The
spread variance in 2005 also includes a number of non-recurring  items including
mortgage prepayment fees, make-whole payments and total return swap income which
together represent GBP60 million of the spread variance.

As a discretionary change of accounting policy,  implemented at the same time as
the adoption of IFRS,  the Group has  replaced  the previous  basis of five year
averaging of gains and losses on bonds with a method that more closely  reflects
longer-term returns.

On the new basis,  longer-term  returns on fixed income securities  comprise two
elements.  The first element is a risk margin reserve (RMR) charge for long-term
default  experience of GBP58  million for 2005.  The present value of future RMR
charges is  reflected  in the  opening  embedded  value.  The second  element is
amortisation  of GBP53 million of interest  related  realised  gains and losses.
These gains and losses are amortised to operating profit over the bonds original
maturities.

The  excess or  deficit of actual  realised  gains and  losses for fixed  income
securities  for the  period  over these  components  of  longer-term  returns is
included  in  short-term  fluctuations  in  investment  returns  as  a  separate
component of total profit for the period.

Following  this  change of policy  for JNL's  EEV  basis  operating  profit  the
component for longer-term returns for fixed income securities is expected in the
future  to be a more  stable  feature  than on the  previous  basis,  which  was
affected by the volatility of realised gains and losses over a five year period.
Total profit,  including actual investment returns, is unaffected by the change.
Further  details of the change of policy are  explained  in the notes to the EEV
and IFRS basis  results.  In 2005,  JNL  experienced a net realised gain of GBP1
million on its corporate  bond  portfolio.  This is reflected in total EEV basis
profit before tax.

Asia Operations

EEV basis operating profit from long-term operations (excluding  development and
regional head office  costs) was GBP576  million for the year, up 22 per cent at
CER and 25 per cent at RER on 2004.

In Asia,  NBP of GBP413 million was up 13 per cent at CER on 2004 with increased
sales offset partially by NBP margin. During 2005, APE sales were up 23 per cent
on 2004 and the NBP  margins  were 56 per cent on an APE basis and 10.2 per cent
on a present  value of premiums  basis,  compared  with 61 per cent and 10.4 per
cent  respectively  in 2004 at CER.  The key  drivers  of lower  margins in Asia
compared to prior year were country mix  (reduction of two  percentage  points),
product mix -  principally  in Taiwan  (reduction of one  percentage  point) and
assumption changes (reduction of two percentage points).

Korea and India now  contribute 26 per cent of total APE compared to 18 per cent
in 2004,  average NBP margins in these countries are 37 per cent and 29 per cent
respectively.  The impact  attributed to economic  assumption  changes is driven
principally by increases to the risk discount rates in China and Korea. This was
more than offset by a  favourable  shift in product  mix in Korea where  average
margins  remained  slightly ahead of 2004 at 37 per cent. The other main product
mix  related  impact  was  due to  the  lower  margins  on  the  new  retirement
unit-linked  product in Taiwan which led to a change in average  margins from 61
per cent to 51 per cent.

Asia's  in-force  profit  (before  development   expenses  and  the  Asian  fund
management  business) increased to GBP163 million in 2005 from GBP108 million in
2004 at CER.  This reflects a higher value related to the unwind of the discount
rate as the in-force business builds scale.

In Asia we have 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.

We have,  however,  exceeded the target in each of Asia's markets in 2005 except
for Thailand and Japan, which have yet to reach scale. In aggregate,  IRR on new
business  exceeded 20 per cent on average new business risk  discount  rates for
2005 of 9.8 per cent.

Asset Management, Banking and Other

M&G

M&G's  operating  profit was  GBP163m,  an increase of 20 per cent on last year.
This included GBP24 million in  performance-related  fees (PRF),  of which GBP17
million was earned by PPM Capital following another year of extremely profitable
realisations on behalf of its clients. These are not expected to recur.

Underlying profit (excluding PRFs) of GBP138 million was 25 per cent higher than
in 2004, an extremely  strong result given that the previous year included GBP7m
of non-recurring  provision  releases.  Adjusting for this gives a like-for-like
increase in profits of 34 per cent over 2004.

In the past few years,  growth in income from M&G's existing businesses has been
reinforced by the successful development of revenue streams from new activities.
These include Prudential Finance,  which manages  Prudential's balance sheet for
profit,  private  finance,  including CDOs, and Prudential  Property  Investment
Managers (PruPIM),  which increasingly manages assets for external investors. In
its retail  businesses,  sales of equity funds have risen  significantly in both
the UK, as a result of strong investment  performance,  and overseas,  where M&G
continues  to build new  distribution  channels in selected  European  and other
markets.

The benefits of this business  diversification  are clearly  demonstrated by the
strong  upward trend in profits  that M&G has posted -  underlying  profits have
increased  consistently  from GBP49  million in 2002 to GBP138  million in 2005.
Profits  growth in 2005 was largely due to the impact of higher  asset prices in
equity and property  markets,  combined  with the impact of positive net inflows
over a  period  of  several  years.  In  addition,  discipline  continues  to be
exercised over costs,  which have risen only slightly this year after four years
in which they were held flat.

US broker dealer and fund management businesses

The  broker  dealer and fund  management  operations  reported  profits of GBP24
million,  compared with GBP15  million in 2004,  primarily due to a one-off GBP5
million revaluation related to an investment vehicle managed by PPM America.

Curian

Curian,   which  provides  innovative  fee-based  separately  managed  accounts,
recorded losses of GBP10 million in 2005,  improved from losses of GBP29 million
in 2004, as the business  continues to build scale.  At year end 2005 Curian had
grown assets under management to $1.7 billion (GBP973 million) from $1.1 billion
(GBP615 million) at year end 2004.

Asian fund management business

The fund  management  business in Asia has expanded into new markets in the past
few years and is now in nine  markets  across Asia.  Geographic  diversification
along  with this  growth  in scale  has  resulted  in a strong  upward  trend in
profits.

Profit from the Asian fund management operations was GBP12 million for the year,
down 37 per cent from 2004  reflecting  the  exceptional  costs of GBP16 million
incurred due to bond fund  restructuring  required as a result of industry  wide
issues in Taiwan.  Underlying profit from the Asian fund management  operations,
excluding  charges of GBP16  million,  grew by 47 per cent to GBP28  million,  a
strong  result  indicative  of  the  economies  of  scale  the  business  is now
generating.  Adjusting  for the reporting of India at 49 per cent from 26 August
2005 results in an increase in profits of 55 per cent over 2004.

At the  Group  level,  profit  before  tax  includes  GBP4.5  million  in profit
attributable  to realising value created in India when ICICI increased its stake
in Prudential's Indian asset management joint venture from 45 per cent to 51 per
cent.

Egg

Egg's total continuing operating profit in 2005 was GBP44 million, compared with
GBP61  million in 2004.  This  reflected  the  increasingly  challenging  market
conditions and GBP10 million  restructuring  costs incurred in the first half of
2005.

Operating  profit  of the  core UK  banking  business  was  GBP60  million.  The
reduction from GBP72 million for 2004 primarily reflected the fact that although
Egg  successfully  grew income by GBP31  million in a  difficult  market and cut
GBP17  million  from its cost base this was more than  offset by an  increase of
GBP59  million in bad debts due to the changing mix in the  portfolio,  business
growth plus a deterioration  in credit quality driven by economic factors across
the UK unsecured lending market.

The UK unsecured  lending  market only grew  marginally in 2005 and indeed there
was a net  reduction  in credit  card  balances  in the second half of the year.
Against this tough market environment, Egg managed to drive up the return on its
credit card  portfolio  by focusing on growing  interest  bearing  balances  and
successfully re-pricing the card to reflect the higher funding costs, given base
rates had risen on average  compared to 2004. This contributed to an increase of
GBP32 million in net interest income.

As a result of the  effective  cost  management,  together  with the benefits of
re-organisation  early  this  year,  Egg's cost to income  ratio  continued  its
downward  trend to 43 per cent for 2005,  improving  from 49 per cent and 53 per
cent for 2004 and 2003 respectively.

In 2005, a sharp  deterioration in credit quality has adversely  affected the UK
retail banking  sector  leading to an increase in impairment  charges across the
sector, including Egg, compared to expectations.  The result Egg achieved, which
we believe is better than average industry  performance,  is due to the tactical
decision to tighten  its  lending  criteria  early in the credit  cycle,  active
portfolio management and its underlying higher quality card portfolio.

Regulatory  attention  continues to be devoted to the creditor  insurance market
and we believe the  introduction  of new measures  into the sales  processes for
payment protection  products has led to a reduction of approximately 20 per cent
on the commission  revenue earned on this product across the banking sector. Egg
experienced similar reductions, a solid performance for an online bank.

Through  the  acquisition  of the  minority  interests  of Egg  and  the  closer
partnership of Egg with  Prudential UK life and pension  businesses,  Prudential
expects to achieve  total  annualised  pre-tax cost savings  across the combined
businesses of GBP40  million by the end of 2007.  Costs of  approximately  GBP50
million pre-tax are estimated to be incurred from this restructuring.  This will
be provided for in 2006.

Other

Asia's  development  expenses  (excluding  the  regional  head office  expenses)
increased by 33 per cent at CER to GBP20 million, compared with GBP15 million in
2004. These development  expenses  primarily related to our newer operations and
establishing our services hub in Malaysia.

Other net expenditure  remained  constant over 2004. This reflected other income
as a result of the  interest  earned on the net  proceeds  from the 2004  Rights
Issue  offset by higher  interest  payable.  Head office costs  (including  Asia
regional  head office  costs of GBP30  million)  were GBP100  million,  up GBP19
million  on 2004.  The  increase  mainly  reflects  the  substantial  work being
undertaken  for  the   implementation  of  International   Financial   Reporting
Standards,  EEV reporting,  transaction  costs related to buying in the minority
interest in Egg, Sarbanes Oxley and other regulatory costs.

Total EEV Basis - Result Before Tax for Continuing Operations
(Year-on-year comparisons below are based on RER.)

The result before tax and minority interests was a profit of GBP2,244 million up
26 per cent on 2004. This reflects an increase in operating profit from GBP1,274
million to  GBP1,712  million,  together  with a  favourable  movement of GBP431
million in short term fluctuations in investment  returns from GBP570 million to
GBP1,001 million. This is offset by a negative movement of GBP223 million due to
changes  in  economic  assumptions  and a goodwill  impairment  charge of GBP120
million.

The UK component of  short-term  fluctuations  in  investment  returns of GBP995
million  primarily  reflects the difference  between an actual investment return
for the with-profits  life fund of 20 per cent and the long-term  assumed return
of 7 per cent.

The US short-term  fluctuations in investment returns of GBP65 million include a
positive  GBP63 million in respect of the difference  between actual  investment
returns and long-term returns included in operating  profit.  The primary factor
was a return in excess of assumptions  on limited  partnership  investments.  It
also  includes a positive  GBP4 million in relation to changed  expectations  of
future  profitability on variable  annuity  business  in-force due to the actual
separate account return exceeding the long-term return reported within operating
profit.

In Asia,  short-term  investment  fluctuations  were GBP41 million,  compared to
GBP91 million last year.  This mainly  reflects  improving  equity  markets in a
number of countries.

Negative  economic  assumption  changes of GBP349  million in 2005 compared with
negative  economic  assumption  changes  of  GBP126  million  in 2004.  Economic
assumption  changes in 2005 comprised negative GBP81 million in the UK, negative
GBP3 million in the US and negative GBP265 million in Asia.

In the UK,  economic  assumption  changes of negative GBP81 million  reflect the
impact of the increase in the future  investment return assumption offset by the
increase  in the risk  discount  rate.  The  increases  arise  because  although
interest rates have decreased over 2005, the equity risk premium  assumption has
increased from 3 per cent to 4 per cent.

In the US,  economic  assumption  changes of  negative  GBP3  million  primarily
reflect  increases  in the risk  discount  rates  following  the increase in the
equity  risk  premium  from 3 per cent to 4 per  cent,  partially  offset  by an
increase in the separate account return assumption.

Asia's negative economic  assumption changes of GBP265 million primarily reflect
the effect of lower bond yields in Taiwan which  necessitated a reduction in the
Fund Earned Rate assumptions.  The economic scenarios used to calculate 2005 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 2012. Allowance is made for the mix of
assets  in the  fund,  our  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 2.3 per cent to 5.4
per cent in 2013  and  falls  below  2.3 per cent  for  seven  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.  This  compares to a grading of 3.4
per cent at 31 December  2004 to 5.9 per cent by 31  December  2012 for the 2004
results.  Consistent with our EEV methodology, a constant discount rate has been
applied to the projected cash flows.

The  effect of change in the time value of cost of options  and  guarantees  was
positive GBP47 million for the year, consisting of GBP31 million,  GBP11 million
and GBP5 million for the UK, US and Asia, respectively.

Total EEV Basis - Result After Tax for Continuing Operations

The  result  after tax,  minority  interests  and  discontinued  operations  was
GBP1,582 million. The tax charge of GBP653 million compares with a tax charge of
GBP553  million  in 2004.  Minority  interest  in the  Group  results  was GBP12
million.

The  effective tax rate at an operating  profit level was 21 per cent (2004:  27
per cent),  reflecting the lower effective tax rates in the UK and certain Asian
territories.  The effective tax rate at a total EEV level was 29 per cent (2004:
31 per cent) on a profit of GBP2,244  million.  The higher effective rate of tax
compared  with that at an operating  profit level is primarily due to the effect
of impairment of goodwill (which does not attract tax relief), and the impact of
short  term   fluctuations  in  investment   returns  and  changes  in  economic
assumptions  not all of  which  are tax  affected.  The  reduction  in the  2005
effective  tax rate arises from a number of factors,  including  settlement of a
number of  outstanding  issues with HMRC and benefit taken for prior year losses
incurred in France following a recent European Court of Justice decision.

Return on Embedded Value

Prudential's  return on  embedded  value for 2005 was 15.7 per cent up from 13.4
per cent in 2004 reflecting the Groups'  continued  focus on profitable  growth.
The return is based on post-tax EEV operating profit from continuing  operations
as a percentage of opening embedded value.

INTERNATIONAL REPORTING STANDARDS (ifRS) RESULTS

IFRS Operating Profits (based on longer-term investment returns)



                          Proforma*                         Proforma*
                      2005     2004  Percentage       2005       2004 Percentage
                            (at CER)     Change               (at RER)    Change
IFRS Operating
Profits
                    GBP'm     GBP'm                  GBP'm      GBP'm
                                                          

   Insurance
   business
      UK             400        296         35%        400        296       35%
      US             348        298         17%        348        296       18%
      Asia           195        119         64%        195        117       67%
      Asia
      development
      expenses       (20)       (15)       (33%)       (20)       (15)     (33%)
                  -------    -------   --------     -------    -------   -------
                     923        698         32%        923        694       32%
                  -------    -------   --------     -------    -------   -------
   Fund
   management
   business
      M&G            163        136         20%        163        136       20%
      US broker
      dealer and
      fund
      management      24         15         60%         24         15       60%
      Curian         (10)       (29)        66%        (10)       (29)      66%
      Asia fund
      management      12         20        (40%)        12         19      (37%)
                   -------    -------   --------     -------    -------  -------
                     189        142         33%        189        141       34%
                   -------    -------   --------     -------    -------  -------
   Banking
      Egg (UK)        44         61        (28%)        44         61      (28%)

   Other income
   and
   expenditure      (199)      (198)        (1%)      (199)      (197)      (1%)
                   -------    -------   --------     -------    -------  -------
   Operating
   profits from
   continuing
   operations        957        703         36%        957        699       37%
                   =======    =======   ========     =======    =======  =======


* The  comparative  IFRS results shown above are prepared on a 'proforma'  basis
which reflects the estimated effect on the 2004 results as if IAS 32, IAS 39 and
IFRS4 had been applied from 1 January 2004 to the Group's  insurance  operations
together with the discretionary change for the basis of determining  longer-term
investment returns, as disclosed on 2 June 2005.

Reference to operating profit relates to profit including  investment returns at
the expected  long-term rate of return but excludes  short-term  fluctuations in
investment  returns,  actuarial  gains and  losses of  defined  benefit  pension
schemes and exceptional items.

Group operating  profit before tax from continuing  operations on the IFRS basis
was GBP957  million,  an increase of 36 per cent on the pro forma IFRS basis for
2004 at CER. At RER,  operating  profit was up 37 per cent on prior  year.  This
reflects strong growth in insurance and funds management businesses.

In the UK, IFRS  operating  profit  increased  35 per cent to GBP400  million in
2005.  This  reflected  a 9 per cent  increase  in profits  attributable  to the
with-profits business, a consequence of bonus declarations announced in February
2005 and February 2006, a 44 per cent increase in profits arising from annuities
business,   and  IFRS  profits  arising  from  the  Phoenix  Life  and  Pensions
transaction completed in June 2005.

In the US, IFRS  operating  profit of GBP362 million was up 27 per cent on 2004.
IFRS operating profit for long-term business was GBP348 million,  up 17 per cent
from GBP298 million in 2004.  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
US results,  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  reflects a
continued ability to deliver improved  investment  returns,  with greater spread
and fee income  offset by higher  amortisation  of  deferred  acquisition  costs
(DAC).  In 2005,  spread  income was GBP119  million  higher  than in 2004,  and
included a number of  non-recurring  items including  mortgage  prepayment fees,
make-whole  payments  and total return swap income  which  together  represented
GBP60  million of spread  income.  JNL achieved  record fee income  during 2005,
driven by a 42 per cent  increase in separate  account  assets held at year end,
and improved returns on these assets.

The 2004 result  benefited from two one-off items, a favourable legal settlement
of GBP28 million (GBP21 million after related charge to amortisation of deferred
acquisition  costs) and a positive  GBP8  million  adjustment  arising  from the
adoption of new accounting  guidance in SOP 03-01  "Accounting  and Reporting by
Insurance  Enterprises for Certain  Non-traditional  Long Duration Contracts and
for Separate  Accounts".  This  adjustment  relates to a change in the method of
valuing certain liabilities.

The  improvement  in non-long  term  business  profits was  primarily  driven by
reduced losses  recorded by Curian,  down to GBP10 million from GBP29 million in
2004, as the business  continues to build scale.  The result also benefited from
an  improvement  in  PPMA  profits,  primarily  due to a  one-off  GBP5  million
revaluation of an investment vehicle managed by PPMA.

Prudential  Corporation  Asia's operating  profit for long-term  business before
development  expenses of GBP20 million was GBP195 million, an increase of 64 per
cent  on  2004 at CER  and  included  a net  GBP44  million  profit  related  to
exceptional  items  reported  at the half  year  subsequently  reduced  by GBP14
million in restructuring  costs for Japan. At reported rates,  operating profits
were 67 per cent up on last year.  The majority of this profit  currently  comes
from the larger and more  established  operations  of  Singapore,  Hong Kong and
Malaysia,  which represent GBP127 million of the total operating profit in 2005,
excluding  exceptional items, compared to GBP111 million last year. In addition,
markets  such as  Indonesia  and Vietnam are  becoming  larger  contributors  to
operating profits.  Five life operations made IFRS losses: China and India which
are relatively new businesses rapidly building scale,  Thailand and Taiwan which
are marginally loss making;  and Japan where the loss increased over 2004 due to
restructuring costs incurred during the year.

Total IFRS Profits - Result Before Tax for Continuing Operations
(Year-on-year comparisons below are based on RER.)

Total  IFRS  profits  before  tax  attributable  to  shareholders  and  minority
interests  were GBP998  million in 2005,  compared  with  GBP985  million on the
pro-forma basis for 2004. The increase  reflects:  growth in operating profit of
GBP258  million  offset by a  goodwill  impairment  charge of GBP120  million in
relation to the Japanese Life business,  decrease in short-term  fluctuations in
investment  return,  down GBP82 million from 2004 and a GBP43  million  negative
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.

The development of the Japanese life business has been slower than expected and,
following  its  restructuring  and  the  annual  impairment  review,  Prudential
concluded that the purchased  goodwill  associated  with this business of GBP120
million should be written off.

The results for  discontinued  operations  reflects the sale of Jackson  Federal
Bank and the discontinuation of Egg's France and Funds Direct operations.

Total IFRS Profits - Result After Tax for Continuing Operations

Profit after tax and minority  interests was GBP748 million compared with GBP602
million  in 2004.  The  effective  rate of tax on  operating  profits,  based on
longer-term  investment  returns,  was 19 per  cent  (2004:  30 per  cent).  The
effective rate of tax at the total IFRS profit level for  continuing  operations
for 2005 was 24 per cent (2004: 29 per cent).The reduction in the 2005 effective
tax rate arises from a number of factors,  including  settlement  of a number of
outstanding issues with HMRC and benefit taken for prior year losses incurred in
France following a recent European Court of Justice decision.

Earnings per Share

Earnings per share,  based on EEV basis  operating  profit after tax and related
minority interests were 56.6 pence, compared to 43.2 pence in 2004. Earnings per
share, based on IFRS operating profit after tax and related minority  interests,
were 32.2 pence, compared with a 2004 figure of 22.7 pence.

Basic  earnings  per  share,  based on total EEV basis  profit  from  continuing
operations for the year after minority interests, were 66.8 pence, compared with
a figure of 56.8 pence in 2004.  Basic earnings per share,  based on IFRS profit
from  continuing  operations  for the year after minority  interests,  were 31.5
pence, in line with the 2004 figure.

Dividend per Share

We intend to maintain our current  dividend  policy,  with the level of dividend
growth being determined after  considering the  opportunities to invest in those
areas of our  business  offering  attractive  growth  prospects,  our  financial
flexibility  and the  development  of our  statutory  profits over the medium to
long-term.

The Board recommends a full year dividend per share for 2005 of 16.32 pence, an
increase of three per cent over the full year 2004 dividend of 15.84 pence.

Dividend cover based on reported post-tax IFRS operating profits from continuing
operations is 1.9 times. Dividend cover based on reported IFRS operating profits
from continuing operations and normalised tax rate of 30% is 1.7 times.

Balance sheet

Explanation of Balance Sheet Structure

The Group's capital on an IFRS basis comprises of  shareholders'  funds GBP5,194
million;  subordinated long term and perpetual debt of GBP2,098  million;  other
core  structured  borrowings  GBP1,093  million and the  unallocated  surplus of
with-profits funds of GBP11.4 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 which  qualifies in this way is held at the
Group level and is  therefore  taken as capital  into the parent  solvency  test
under the Financial Conglomerates Directive (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 2005, the Group (including Egg) held GBP865
million of  Innovative  Tier 1  capital,  in the form of  perpetual  securities,
GBP186  million  Upper  Tier 2 and  GBP1,112  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
and which 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.

Asset and Liability Management

Prudential manages its assets and liabilities  locally, in accordance with local
regulatory  requirements  and  reflecting  the  differing  types of  liabilities
Prudential  has in each  business.  As a result  of the  diversity  of  products
Prudential  offers  and  the  different  regulatory  environments  in  which  it
operates,  Prudential employs different methods of asset/liability management on
both an in-force  and new  business  basis.  Stochastic  modelling of assets and
liabilities is undertaken in the UK, the US and Asia to assess economic  capital
requirements for different confidence intervals and time horizons.  In addition,
reserve  adequacy  testing  under a range  of  scenarios  and  dynamic  solvency
analysis is carried out,  including certain scenarios mandated by the US, the UK
and Asian regulators.

Weighted Average Cost of Capital (WACC)

Our commitment to our  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  9.2 per cent,  which is based on the net core
debt and shares  outstanding  at the end of 2005, an equity market  premium of 4
per cent and a market Beta of 1.4. Prudential's WACC has increased since the end
of  2004  largely  due  to an  increase  in the  assumed  equity  risk  premium.
Prudential  continues  to  retain a  significant  portion  of the  rights  issue
proceeds  which  results in a higher  proportion  of the Group's  capital  being
funded by equity which,  in turn results in a temporary  increase in the Group's
WACC over its long-term WACC.

Shareholders' Funds

On the EEV basis,  which  recognises  the  shareholders'  interest in  long-term
businesses,  shareholders'  funds at 31 December 2005 were GBP10.3  billion,  an
increase  of GBP1.7  billion  from the 2004 year end level after  restating  for
relevant IFRS changes.  This 20 per cent increase primarily reflects:  total EEV
basis  operating  profit of  GBP1,712  million;  a GBP1,001  million  favourable
movement in  short-term  fluctuations  in investment  returns;  and the positive
impact of GBP442 million for foreign exchange movements. These were offset by: a
GBP302 million negative movement due to changes in economic  assumptions;  a tax
charge  of  GBP653  million;   dividend  payments  of  GBP325  million  made  to
shareholders  (net of scrip  dividend);  and the  impairment  charge  of  GBP120
million in respect of  purchased  goodwill  associated  with the  Japanese  life
business.

At  year-end  2005,  the  embedded  value for the Asian  business as a whole was
GBP2.0  billion.  The established  markets of Hong Kong,  Singapore and Malaysia
contribute GBP1.8 billion to the embedded value generated across the region with
Korea (GBP136 million) and Vietnam (GBP127  million) making further  substantial
contributions. Our other markets of China, India, Indonesia, Japan, Thailand and
the Philippines in aggregate contribute GBP211 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 GBP311  million  which  includes  the
associated  cost  of  economic  capital,  and  reflects  the low  interest  rate
environment in Taiwan.

The current mix of business in Taiwan is weighted  heavily  towards  unit-linked
and  protection  products,  representing  73 per  cent  and 16 per  cent  of new
business  APE in 2005,  respectively.  As a result,  interest  rates have little
effect on new  business  profitability  and a 1 per cent  reduction  in  assumed
interest rates would reduce new business  margins in Taiwan by only 2 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 1 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 GBP174  million
decrease in Taiwan's  embedded  value.  A similar 1 per cent  positive  shift in
interest rates would increase  embedded value by GBP106 million.  Sensitivity of
the embedded  value to interest  rate  changes  varies  considerably  across the
region.  In aggregate,  a 1 per cent decrease in interest rates,  along with all
consequential changes noted above, would result in only a 6 per cent decrease to
Asia's embedded value.

Statutory  IFRS  basis  shareholders'  funds at 31  December  2005  were  GBP5.2
billion.  This  compares with GBP4.7  billion on the proforma IFRS basis,  at 31
December  2004.  The  increase  primarily  reflects:  profit after tax of GBP760
million and positive  foreign  exchange  movements of GBP268 million,  offset by
dividend payments to shareholders (net of scrip dividend) of GBP325 million.

Cash Flow

The table below 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.




                                                          FY 2005      FY 2004
                                                             GBPm         GBPm

                                                                     
Cash remitted by business units :
   UK life fund transfer*                                     194          208
   UK other dividends (including special dividend)            103          100
   JNL                                                         85           62
   Asia                                                        73           67
   M&G                                                         62           84
                                                      -----------   ----------
Total cash remitted to Group                                  517          521

Net interest paid                                            (115)        (119)
Dividends paid                                               (378)        (323)
Scrip dividends and share options                              55          119
                                                      -----------   ----------
Cash remittances after interest and dividends                  79          198

Tax received                                                  107           34
Corporate activities                                          (66)         (56)
                                                      -----------   ----------
Cash flow before investment in businesses                     120          176

Capital invested in business units :
   UK                                                        (249)        (189)
   Asia                                                      (169)        (158)
                                                      -----------   ----------
Total capital invested in business units                     (418)        (347)
                                                      -----------   ----------

Decrease in cash before Rights Issue proceeds                (298)        (171)

Rights Issue proceeds                                           0        1,021
                                                      -----------   ----------
(Decrease) increase in cash                                  (298)         850
                                                      ===========   ==========


* In respect of prior year's bonus declarations.

The Group holding  company  received  GBP517  million in cash  remittances  from
business  units in 2005 (2004:  GBP521  million)  comprising  the  shareholders'
statutory  life fund  transfer  of GBP198  million  relating  to the 2004  bonus
declarations,  of which GBP194 million was remitted from the UK and GBP4 million
from Asia,  together with other remittances from subsidiaries of GBP319 million.
This includes a special  dividend of GBP100  million from the PAC  shareholders'
funds in  respect  of profit  arising  from  earlier  business  disposals  and a
separate  payment of $150 million from JNL. The reduced transfer from M&G is due
to a higher level of  reinvestment  in 2005 in new  activities  together  with a
remittance of surplus cash in 2004.

After net  dividends  and  interest  paid,  there was a net cash inflow of GBP79
million (2004: GBP198 million).

During  2005,  the Group  holding  company  paid  GBP66  million  in  respect of
corporate activities and received GBP107 million in respect of tax. Tax received
in 2004 of GBP34 million included an exceptional payment of around GBP60 million
related to the sale of equity securities backing the general insurance business.
The GBP107 million balance in 2005 represents  surrendered tax losses reimbursed
by the Group.  The Group invested  GBP418 million (2004:  GBP347 million) in its
business  units,  comprising  GBP249  million  in its UK  Operations  and GBP169
million in Asia. During 2006, Prudential continues to expect that Asia will be a
net capital provider to the Group.

In  aggregate  this gave rise to a  decrease  in cash of GBP298  million  (2004:
GBP850 million increase, after Rights Issue proceeds).

As a result of the bonus  declarations  made in February 2005 and February 2006,
the shareholder transfer is expected to be GBP223 million in 2006, including the
Hong Kong branch.

Cash  invested to support the UK business in 2006 will be less than 2005,  up to
GBP230 million  depending on the mix of business  written and the  opportunities
available.

Shareholders' Borrowings and Financial Flexibility

Net core  structural  borrowings  at 31  December  2005  were  GBP1,611  million
compared with GBP1,236  million at 31 December 2004.  This reflects the net cash
outflow of GBP298 million,  exchange conversion losses of GBP92 million and IFRS
adjustments of negative GBP15 million.

After adjusting for holding company cash and short-term  investments of GBP1,128
million,   core  structural   borrowings  of   shareholder-financed   operations
(excluding  Egg) at the end of 2005  totalled  GBP2,739  million,  compared with
GBP2,797  million at the end of 2004.  This decrease  reflected the repayment of
US$250 million  bonds,  the issuance of US$300  million  Perpetual  Subordinated
Capital  Securities,  the repayment of GBP171 million of short-term  borrowings,
exchange conversion losses of GBP98 million and IFRS adjustments noted above.

Core long-term loans at the end of 2005 included GBP1,830 million at fixed rates
of interest  with  maturity  dates  ranging  from 2007 to  perpetuity.  GBP1,010
million  of the  core  borrowings  were  denominated  in US  dollars,  to  hedge
partially the currency  exposure arising from the Group's  investment in Jackson
National Life (JNL).

Prudential has in place an unlimited global  commercial  paper programme.  At 31
December 2005 commercial  paper of GBP408 million,  US$1,538  million and EUR228
million has been issued  under this  programme.  Prudential  also has in place a
GBP5,000  million  medium-term  note  (MTN)  programme.   At  31  December  2005
subordinated  debt  outstanding  under this  programme  were GBP435  million and
EUR520 million,  and senior debt outstanding was US$18 million.  In addition the
holding  company  has access to  GBP1,500  million  committed  revolving  credit
facilities,  provided  by 15 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  2005,  the  gearing  ratio  (debt,  net of cash and  short-term
investments,  as a  proportion  of EEV  shareholder  funds)  was  13.5  per cent
compared with 12.6 per cent at 31 December 2004.

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

Based on EEV basis  operating  profit from  continuing  operations  and interest
payable on core  structural  borrowings,  interest  cover was 10.8 times in 2005
compared with 9.3 times in 2004.

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 medium-term note 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  National Life uses derivatives to reduce interest rate risk,
to facilitate  efficient  portfolio  management and to match  liabilities  under
equity-indexed 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, Asia and Europe,  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 2005 is discussed elsewhere in this Financial Review.

unallocated surplus of with-profits funds

During 2005, 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 GBP8.3  billion at 1 January  (after the effect of adoption of
IFRS and the  realistic  reporting  regime in the UK) to  GBP11.3  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 2005 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  ("FCD"),  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 Financial
Services  Authority  ("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-led  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.  In practice,  whether  Prudential  is classified as a
financial  conglomerate or insurance group,  there is very little  difference in
application  of the rules.  This is because the FSA has decided to make the test
mandatory from 31 December 2006 to all insurance groups.

Due to  the  geographically  diverse  nature  of  Prudential's  operations,  the
application of these requirements to Prudential are 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.

There have been two additional FSA requirements  applicable this year:  Firstly,
the elimination of goodwill in the valuation of non-insurance subsidiaries,  for
which we had already  factored in the full impact in our  disclosure of the 2004
IGD position,  ahead of the FSA's rules coming into force. Secondly,  accounting
for pension fund  deficits,  which has had an approximate  GBP0.1bn  impact this
year to the 2005 FCD position.

The FCD position will be submitted to the FSA by 30 April 2006 but is currently
estimated to be around GBP825 million.

The European  Union is  continuing  to develop a new  prudential  framework  for
insurance companies,  "the Solvency II project".  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. In particular,  companies will be encouraged to improve their risk
management  processes,  including making use of internal economic capital models
to enable a better  understanding of the business.  The emphasis on transparency
and comparability would help ensure a level playing field.

Solvency II is being led by the European  Commission's  ("EC")  Internal  Market
Director-General, with formal "Level 1" agreement by the European Parliament and
Council on  framework  directive  made after a full  consultation  process.  The
detailed  regulatory  requirements  are  negotiated  at  "Level  2" with  the EC
receiving  guidance  from  the  European  Insurance  and  Occupational  Pensions
Committee ("EIOPC") where HM Treasury represents the UK.

The EC have  directed  the  Committee  of European  Insurance  and  Occupational
Pensions  Supervisors  ("CEIOPS"),  where the FSA  represents the UK, to provide
guidance on many  technical  aspects of the framework  ("Level 3").  CEIOPS will
also develop  voluntary  guidance for national  regulators to ensure  consistent
interpretation of Level 2 measures.  To this end, the EC and CEIOPS have jointly
issued Calls for Advice in order to incorporate  broader feedback from industry,
for which Prudential has actively engaged in mainly through its participation in
the European Chief Risk Officer ("CRO") Forum.

Financial Strength of Insurance Operations

United Kingdom

The fund is very  strong with an  inherited  estate  measured on an  essentially
deterministic  valuation  basis of around  GBP9.0  billion  compared with GBP6.8
billion at the end of 2004. On a realistic basis, with liabilities recorded on a
market  consistent  basis,  the free assets were valued at around GBP8.0 billion
before a deduction for the risk capital margin.

The PAC long-term fund is rated AA+ by Standard & Poor's and Aa1 by Moody's.

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



                                            1999           2004           2005
                                               %              %              %
----------------------------             -------        -------        -------
                                                                   
UK equities                                   58             33             40
International equities                        14             15             19
Property                                      11             18             15
Bonds                                         13             29             21

Cash and other asset classes                   4              5              5
----------------------------             -------        -------        -------
Total                                        100            100            100
----------------------------             -------        -------        -------


For the main UK  with-profits  fund 83 per cent of fixed income  securities  are
investment  grade with 25 per cent rated AA or above.  For Prudential  Annuities
Limited 95 per cent of the fixed income  securities are investment grade with 48
per cent rated AA or above. For Prudential Retirement Income Limited 98 per cent
of total assets are investment grade with 57 per cent rated AA or above.

With-profits  contracts are long-term  contracts with  relatively low guaranteed
amounts,  this combined with the strong  financial  position of the fund enables
Prudential to invest primarily in equities and property.  At the end of 2005 the
equity  backing  ratio  (equity  plus  property)  was  nearly 74 per cent  which
reflects an  approximate  10 per cent  increase in the equity  exposure over the
year with a  corresponding  reduction in the bond,  and, to a lesser  extent the
property,  exposure - a strategy driven by the perceived  attractive  pricing of
equities  relative to other assets in the earlier part of 2005,  which led us to
move back into equities.  To some extent this is a retracing of the  substantial
(and successful)  equity reduction strategy  implemented  towards the end of the
late  90's  'bubble'  period.   The  fund  remains  extremely  well  diversified
geographically,  by asset type and within the underlying stock portfolios, which
we believe is an attractive feature of the Prudential with-profits  proposition.
It helps reduce risk or expected  volatility by  insulating  the total fund from
potential  weakness in any particular  market or stock. The active management of
the  asset  mix in  recent  years  has had a  substantial  beneficial  impact on
investment  returns.  The broad  asset mix will  continue  to be reviewed as the
economic environment and market valuations change.

The investment  return on the Prudential main  with-profits fund was 20 per cent
in the year to 31  December  2005  compared  with the rise in the FTSE All Share
(Total  Return)  Index of 22 per cent  over the same  period.  Over the last ten
years the  with-profits  fund has consistently  generated  positive fund returns
with 3, 5 and 10 year compound  returns of 16.6 per cent per annum, 7.1 per cent
per annum and 10.1 per cent per annum respectively,  compared with corresponding
increases in the FTSE All Share index (Total  Return) of 18.5 per cent,  2.2 per
cent and 7.9 per cent.  These  returns  demonstrate  the  benefits of the fund's
strategic asset allocation and long-term outperformance.

United States

The capital adequacy  position of Jackson  National Life remains strong,  having
improved  the  capital  ratio from 8.5 per cent in 2004 to 9.2 per cent in 2005.
JNL's statutory  capital,  surplus and asset valuation reserve position improved
year on year by $434  million,  after  deducting  the $150  million  of  capital
remitted to the parent company. JNL's financial strength is rated AA by Standard
& Poor's (negative outlook) and A1 by Moody's.

JNL's invested asset mix on a US regulatory  basis  (including  Jackson National
Life of New York but  excluding  policy loans and reverse  repo  leverage) is as
follows:



                                              2003          2004          2005
                                                 %             %             %
---------------------------------------    -------       -------       -------
                                                                 
Bonds:
Investment Grade Public                         58            60            58
Investment Grade Private                        19            19            19
Non Investment Grade Public                      5             4             5
Non Investment Grade Private                     2             2             2
Commercial Mortgages                            10            11            11
Private equities and real estate                 4             3             3
Equities, cash and other assets                  2             1             2
---------------------------------------    -------       -------       -------
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 20 per cent of non-linked funds are invested in equities.

Both  Singapore  and  Malaysia  have  discrete  life  funds,  and in  2005  good
investment  returns  saw their free asset  ratios  increase.  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

Prudential   Assurance's  main  long-term   business   with-profits   fund  paid
compensation of GBP24 million in 2005 in respect of mortgage  endowment  product
mis-selling  claims and held  provisions of GBP63 million at 31 December 2005 to
cover further  claims.  These  compensation  payments and provisions have had no
impact on policyholders' asset shares. As a result,  policyholders'  bonuses and
the shareholder's share of these bonuses are unaffected,  resulting in no impact
on the Group's profit before tax.

A provision of GBP6 million was held at 31 December 2005 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 GBP50  million was held at 31
December 2005 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.

Inherited Estate

The long-term  fund  contains the amount that the Company  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  sub-fund is equal to the  policyholders'  accumulated asset shares
plus any  additional  payments  that may be required  for  smoothing  or to meet
guarantees. The balance of the assets of the with-profits sub-fund is called the
'inherited  estate'  and  represents  the major part of the  working  capital of
Prudential's  long-term  fund which enables the Company to support  with-profits
business by:


   - providing the benefits associated with smoothing and guarantees;

   - providing investment flexibility for the fund's assets;

   - meeting the regulatory capital requirements, which demonstrate solvency;

   - absorbing the costs of significant events, or fundamental changes in its
     long-term business without affecting 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.

The Company  believes that it would be beneficial if there were greater  clarity
as to the status of the inherited estate. In due course,  after discussions with
the FSA, the company may therefore  take steps to achieve that clarity,  whether
through  guidance from the court or otherwise.  In any event the Company expects
that the entire  inherited  estate will need to be retained within the long-term
fund for the  foreseeable  future to provide  working  capital  and so it is not
considering  any  distribution  of the  inherited  estate to  policyholders  and
shareholders.

The costs  associated with the mis-selling  review of Prudential's  with-profits
personal  pensions have been met from the inherited estate.  Accordingly,  these
costs have not been  charged to the asset  shares used in the  determination  of
policyholder  bonus  rates.  Hence  policyholders'   pay-out  values  have  been
unaffected by personal pension mis-selling.

In 1998,  Prudential stated that deducting  personal pensions  mis-selling costs
from the  inherited  estate of the  with-profits  sub-fund  would not impact the
Company's bonus or investment policy. The Company gave an assurance that if this
unlikely event were to occur,  it would make available  support to the fund from
shareholder  resources  for as long as the situation  continued,  to ensure that
policyholders were not disadvantaged.

The assurance was designed to protect both existing policyholders at the date it
was announced,  and policyholders who subsequently  purchased policies while the
pension mis-selling review was continuing.  This review was completed on 30 June
2002 and consequently the assurance has not applied to new business issued since
1 January 2004.  Therefore the maximum amount of capital support available under
the terms of the  assurance  will  reduce  over  time as claims  are paid on the
policies covered by it.

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,  FRS17 (for subsidiary accounting in the UK), and IAS19 for the Group
financial statements.  FRS17 and IAS19 are very similar. As at 31 December, 2005
the  shareholders'  share of the  deficit of these  schemes  amounted  to GBP153
million 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 2002
and this valuation  demonstrated  the Scheme to be 110 per cent funded,  with an
excess  of  actuarially  determined  assets  over  liabilities  of 10 per  cent,
representing  a fund  surplus  of  GBP376  million.  As a  result,  no change in
employers'  contributions  from the current  12.5 per cent of salaries  has been
required until now.

The PSPS  valuation  as at 5 April  2005 is  currently  being  finalised  and is
expected to show a small deficit on the  actuarial  basis.  The Company  expects
that for 2006 and future years the employers  contributions  for ongoing service
of current  employees will  approximately  double whilst,  in addition,  deficit
funding  amounts  designed to eliminate  the  actuarial  deficit over a ten year
period will be made. Total  contributions to the scheme for these two components
are  expected to be of the order of  GBP70-75  million per annum over a ten year
period. This compares with contributions in 2005 of GBP19 million.

Under IAS19 the basis of  valuation  differs  markedly  from the full  triennial
valuation  basis.  In  particular,  it would require  assets of the Scheme to be
valued at their market value at the year-end, while pension liabilities would be
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 IAS19
basis assets and  liabilities  can be volatile.  For those schemes such as PSPS,
which hold a significant  proportion of their assets in equity investments,  the
volatility  can be  particularly  significant.  Under  IAS19,  for 2005, a GBP22
million  pre-tax  shareholder  charge to operating  results based on longer-term
returns arises, outside the operating result, but included in total profits is a
pre-tax shareholder charge of a further GBP51 million.  This is comprised of two
components.  First,  GBP31 million of net actuarial gains arises on the movement
in the  shareholders'  share of the scheme  deficits.  The second component is a
charge of GBP20  million  which arises from the need under UK GAAP (when applied
to the Group's  insurance  contracts under IFRS) to set aside amounts for future
expenses on certain  contracts.  The GBP20 million charge  reflects the increase
relating to the increased future contributions for ongoing service.

Surpluses and deficits on the Group's defined benefit schemes are apportioned to
the Prudential  Assurance Company (PAC) life fund and shareholders'  funds based
on estimates of employees' service between them. Previously, for the purposes of
memorandum  FRS17 disclosure the deficit on the PSPS scheme has been apportioned
in the ratio 80/20  between  the life fund and  shareholder  backed  operations.
During the year additional analysis has been undertaken and the ratio reassessed
as 70/30.  At 31 December  2005 the total share of the  deficits on the PSPS and
much smaller Scottish  Amicable scheme amounted to GBP295 million net of related
tax relief.

PRUDENTIAL PLC 2005 RESULTS

RESULTS SUMMARY



European Embedded Value (EEV) Basis Results*

                                                         2005 GBPm  2004 GBPm
--------------------------------------                    --------   --------
                                                                    
UK Insurance Operations                                        426        486
M&G                                                            163        136
Egg                                                             44         61
--------------------------------------                    --------   --------
UK Operations                                                  633        683
US Operations                                                  755        368
Asian Operations                                               568        464
Other Income and Expenditure                                  (244)      (241)
--------------------------------------                    --------   --------
Operating profit from continuing operations based on
longer-term investment returns                               1,712      1,274
Goodwill impairment charge                                    (120)         -
Short-term fluctuations in investment returns                1,001        570
Shareholders' share of actuarial and other gains and
losses of defined benefit pension schemes                      (47)       (12)
Effect of changes in economic assumptions and time value
of cost of options and guarantees                             (302)       (48)
--------------------------------------                    --------   --------
Profit from continuing operations before tax                 2,244      1,784
--------------------------------------                    --------   --------

Operating earnings per share from continuing operations
after related tax and minority interests*                     56.6p      43.2p
Basic earnings per share                                      66.9p      53.7p
Shareholders' funds, excluding minority interests         GBP10.3bn   GBP8.6bn
--------------------------------------                    --------   --------






International Financial Reporting Standard (IFRS) Basis Results**

Statutory IFRS basis results                                  2005          2004
-------------------------------------                    ---------      --------
                                                                   
Profit after tax attributable to equity holders of the
Company                                                    GBP748m       GBP517m
Basic earnings per share                                     31.6p         24.4p
Shareholders' funds, excluding minority interests         GBP5.2bn      GBP4.5bn
-------------------------------------                    ---------      --------

Supplementary IFRS basis information                      Based on      Based on
-------------------------------------               statutory IFRS     pro forma
                                                     basis results  IFRS results
                                                              2005          2004
                                                         ---------      --------
Operating profit from continuing operations
based on longer-term investment returns                    GBP957m       GBP699m
Profit after tax attributable to equity
holders of the Company                                     GBP748m       GBP602m
Operating earnings per share from continuing
operations after related tax and minority interests**        32.2p         22.7p
Basic earnings per share                                     31.6p         28.4p
Shareholders' funds, excluding minority interests         GBP5.2bn      GBP4.7bn
-------------------------------------                    ---------      --------

                                                              2005          2004

-------------------------------------                    ---------      --------
Dividends per share declared and paid in reporting
period                                                      15.95p        15.48p
Dividends per share relating to reporting period            16.32p        15.84p
Funds under management                                    GBP234bn      GBP197bn
-------------------------------------                    ---------      --------


*EEV basis results

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.  Previously  the Group has reported  Embedded  Value
based supplementary information on the Achieved Profits basis.

Operating  earnings  per  share  is  calculated  using  operating  profits  from
continuing  operations based on longer-term  investment  returns,  after tax and
minority  interest.  These profits  exclude  goodwill  impairment  charges,  the
post-tax  effects  of  short-term   fluctuations  in  investment  returns,   the
shareholder's  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.  The amounts for these items
are included in the calculation of EEV basis basic earnings per share.

**IFRS basis results

The basis of preparation  reflects the formal  adoption of IFRS basis  reporting
for the 2005 results.  This basis of reporting was  anticipated in the Company's
interim  reporting in July 2005 and which, on all substantive  matters the basis
of  measurement  and  presentation  of  IFRS  basis  results  included  in  this
announcement, is the same as applied at that time.

References  to  "Statutory  IFRS basis"  results  throughout  this  announcement
reflect results contained in the statutory basis financial  statements for 2005.
These statements  incorporate changes from the basis of preparation for the 2004
financial statements that were included in determining the interim 2005 results.
These changes reflect:

(i)  Measurement  changes  arising  from  policies  the Group has applied on the
adoption  of all  IFRS  standards,  other  than IAS 32  (Financial  Instruments:
Disclosure and  Presentation),  IAS 39 (Financial  Instruments:  Recognition and
Measurement),  and IFRS 4 (Insurance  Contracts),  from 1 January 2004. The 2005
results  include the effect of adoption of those three  standards from 1 January
2005.

(ii) Changes to the format of the results and other presentational  changes that
the Group has applied in its 2005 financial  statements in so far as they affect
the summary results included in this announcement.

(iii) A discretionary change of policy for the basis of determining  longer-term
investment returns included in operating profit based on longer-term  investment
returns.

The pro forma IFRS basis results  included in this  announcement are included as
supplementary  information  and are not  results  that form part of the  Group's
financial statements.  The pro forma IFRS results reflect the application of the
statutory  IFRS  changes  noted  above and the  estimated  effect on the Group's
results  for 2004 if IAS 32, IAS 39 and IFRS 4 had been  applied  from 1 January
2004 to the Group's insurance operations.

Operating  earnings  per  share  is  calculated  using  operating  profits  from
continuing  operations based on longer-term  investment  returns,  after tax and
minority interest.  These profits exclude goodwill impairment  charges,  and the
post-tax  effects of  short-term  fluctuations  in investment  returns,  and the
shareholders'  share of actuarial and other gains and losses on defined  benefit
pension schemes.  The amounts for these items are included in the calculation of
IFRS basis basic earnings per share.

EUROPEAN EMBEDDED VALUE (EEV) BASIS RESULTS



RESULTS SUMMARY
                                                           2005 GBPm 2004 GBPm
-------------------------------------                       --------  --------
                                                                     
UK Insurance Operations                                          426       486
M&G                                                              163       136
Egg                                                               44        61
-------------------------------------                       --------  --------
UK Operations                                                    633       683
US Operations                                                    755       368
Asian Operations                                                 568       464
Other Income and Expenditure                                    (244)     (241)
-------------------------------------                       --------  --------
Operating profit from continuing operations based on
longer-term investment returns                                 1,712     1,274
Goodwill impairment charge                                      (120)        -
Short-term fluctuations in investment returns                  1,001       570
Shareholders' share of actuarial and other gains and losses
of defined benefit pension schemes                               (47)      (12)
Effect of changes in economic assumptions and time value of
cost of options and guarantees                                  (302)      (48)
-------------------------------------                       --------  --------
Profit from continuing operations before tax (including
actual investment returns)                                     2,244     1,784
Tax                                                             (653)     (553)
-------------------------------------                       --------  --------
Profit from continuing operations after tax before minority
interests                                                      1,591     1,231
Discontinued operations (net of tax)                               3       (94)
-------------------------------------                       --------  --------
Profit for the year                                            1,594     1,137
-------------------------------------                       --------  --------
Attributable to:
Equity holders of the Company                                  1,582     1,138
Minority interests                                                12        (1)
-------------------------------------                       --------  --------
Profit for the year                                            1,594     1,137
-------------------------------------                       --------  --------

Earnings per share                                              2005      2004
-------------------------------------                       --------  --------
Continuing operations
From operating profit, based on longer-term investment
returns, after related tax and minority interests               56.6p     43.2p
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)                                                      27.8p     17.1p
Adjustment for post-tax shareholders' share of actuarial and
other gains and losses on defined benefit pension schemes       (1.4)p    (0.3)p
Adjustment for post-tax effect of changes in economic
assumptions and time value of cost of options and guarantees   (11.1)p    (3.2)p
-------------------------------------                       --------  --------
Based on profit from continuing operations after minority
interests                                                       66.8p     56.8p
-------------------------------------                       --------  --------

Discontinued operations
Based on profit (loss) from discontinued operations after
minority interests                                               0.1p     (3.1)p
-------------------------------------                       --------  --------
Based on profit for the year after minority interests           66.9p     53.7p
-------------------------------------                       --------  --------
Average number of shares (million)                             2,365     2,121
-------------------------------------                       --------  --------

Dividends per share                                             2005      2004
-------------------------------------                       --------  --------
Dividends per share relating to reporting period
Interim dividend (2005 and 2004)                                5.30p     5.19p
Final dividend (2005 and 2004)                                 11.02p    10.65p
-------------------------------------                       --------  --------
Total                                                          16.32p    15.84p
-------------------------------------                       --------  --------

Dividends per share declared and paid in reporting period
Interim dividend for current period                             5.30p     5.19p
Final dividend for prior period                                10.65p    10.29p
-------------------------------------                       --------  --------
Total                                                          15.95p    15.48p
-------------------------------------                       --------  --------


TOTAL INSURANCE AND INVESTMENT PRODUCTS NEW BUSINESS

INSURANCE PRODUCTS AND INVESTMENT PRODUCTS*



                           Insurance Products*  Investment Products*      Total
                          -------------------   -------------------  -----------------
                         2005 GBPm  2004 GBPm 2005 GBPm  2004 GBPm 2005 GBPm 2004 GBPm
 -----------------------    ------     ------    ------     ------    ------    ------
                                                              
UK Operations                7,276      6,538     7,916      5,845    15,192    12,383
US Operations                5,023      4,420       414        418     5,437     4,838
Asian Operations             1,485      1,172    18,457     19,068    19,942    20,240
-----------------------     ------     ------    ------     ------    ------    ------
Group Total                 13,784     12,130    26,787     25,331    40,571    37,461
-----------------------     ------     ------    ------     ------    ------    ------



INSURANCE PRODUCTS - NEW BUSINESS PREMIUMS AND CONTRIBUTIONS*



                                                                             Annual Premium
                                                                             and Contribution
                                   Single                Regular               Equivalents
                                  --------              ---------           -------------------
                           2005 GBPm 2004 GBPm    2005 GBPm  2004 GBPm     2005 GBPm  2004 GBPm
-----------------------      -------   -------      -------    -------       -------     ------
                                                                         
UK Insurance Operations

Direct to customer
Individual annuities             720       630            -          -            72         63
Individual pensions and
life                              29        19           11         10            14         12
Department of Work and
Pensions rebate business         244       265            -          -            24         27
-----------------------      -------   -------      -------    -------       -------     ------
Total                            993       914           11         10           110        102
-----------------------      -------   -------      -------    -------       -------     ------
Business to Business
Corporate pensions               242       153          146        137           170        152
Individual annuities             212       229            -          -            21         23
Bulk annuities                   511       474            -          -            51         47
-----------------------      -------   -------      -------    -------       -------     ------
Total                            965       856          146        137           242        222
-----------------------      -------   -------      -------    -------       -------     ------
Intermediated distribution
Life                           1,112     1,001            6          5           118        105
Individual annuities             995     1,180            -          -           100        118
Individual and corporate
pensions                         108       189           25         25            36         44
Department of Work and
Pensions rebate business          83        89            -          -             8          9
-----------------------      -------   -------      -------    -------       -------     ------
Total                          2,298     2,459           31         30           262        276
-----------------------      -------   -------      -------    -------       -------     ------
Partnerships
Life                             814       790            3          2            84         81
Individual and
bulk annuities                 1,814     1,249            -          -           182        125
-----------------------      -------   -------      -------    -------       -------     ------
Total                          2,628     2,039            3          2           266        206
-----------------------      -------   -------      -------    -------       -------     ------
Europe
Life                             201        89            -          2            20         11
-----------------------      -------   -------      -------    -------       -------     ------
Total UK
Insurance
Operations                     7,085     6,357          191        181           900        817
-----------------------      -------   -------      -------    -------       -------     ------
US Operations
Fixed annuities                  788     1,130            -          -            79        113
Fixed index annuities            616       429            -          -            62         43
Variable annuities             2,605     1,981            -          -           261        198
Life                              11        16           14         12            15         14
Guaranteed Investment
Contracts                        355       180            -          -            35         18
GIC - Medium
Term Notes                       634       672            -          -            63         67
-----------------------      -------   -------      -------    -------       -------     ------
Total US Operations            5,009     4,408           14         12           515        453
-----------------------      -------   -------      -------    -------       -------     ------
Asian Operations
China                             17         9           23         16            25         17
Hong Kong                        289       255           83         78           112        103
India (Group's
26% interest)                      4         5           57         33            57         33
Indonesia                         42        38           42         28            46         32
Japan                             30        17            4          7             7          9
Korea                             29        36          132         60           135         64
Malaysia                           9         7           66         61            67         62
Singapore                        284       199           58         47            86         67
Taiwan                           124        88          150        143           162        151
Other                              9         8           33         37            34         38
-----------------------       ------    ------       ------     ------        ------     ------
Total Asian Operations           837       662          648        510           731        576
-----------------------       ------    ------       ------     ------        ------     ------
Group Total                   12,931    11,427          853        703         2,146      1,846
-----------------------       ------    ------       ------     ------        ------     ------


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

INVESTMENT PRODUCTS - FUNDS UNDER MANAGEMENT *



                          1 Jan 2005  Gross inflows  Redemptions       Market and  31 Dec 2005
                                                                  other movements
                              GBPm           GBPm         GBPm             GBPm         GBPm
 -----------------------      ------         ------     --------         --------       ------
                                                                       
UK Operations               28,705          7,916       (4,054)           3,629       36,196
US Operations                  550            414         (116)             125          973
Asian
Operations                   8,538         18,457      (17,130)             267       10,132
-----------------------       ------         ------     --------         --------       ------
Group Total                 37,793         26,787      (21,300)           4,021       47,301
-----------------------       ------         ------     --------         --------       ------


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

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.

UK and Asia investment products referred to in the tables above are unit trusts,
mutual funds and similar types of fund  management  arrangements.  US investment
products relate to asset under  administration in Curian. These are unrelated to
insurance  products that are classified as "investment  contracts" under IFRS 4,
as described above,  although  similar IFRS recognition  principles apply to the
acquisition costs and fees attaching to this type of business.

EUROPEAN EMBEDDED VALUE (EEV) BASIS RESULTS

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



Results Analysis by Business Area                          2005 GBPm   2004 GBPm
-------------------------------------                       --------    --------
                                                                   
UK Operations
New business                                                   243         241
Business in force                                              183         245
-------------------------------------                       --------    --------
Long-term business                                             426         486
M&G                                                            163         136
Egg                                                             44          61
-------------------------------------                       --------    --------
Total                                                          633         683
-------------------------------------                       --------    --------
US Operations
New business                                                   211         145
Business in force                                              530         237
-------------------------------------                       --------    --------
Long-term business                                             741         382
Broker-dealer and fund management                               24          15
Curian                                                         (10)        (29)
-------------------------------------                       --------    --------
Total                                                          755         368
-------------------------------------                       --------    --------
Asian Operations
New business                                                   413         355
Business in force                                              163         105
-------------------------------------                       --------    --------
Long-term business                                             576         460
Fund management                                                 12          19
Development expenses                                           (20)        (15)
-------------------------------------                       --------    --------
Total                                                          568         464
-------------------------------------                       --------    --------
Other Income and Expenditure
Investment return and other income                              42           0
Interest payable on core structural borrowings                (175)       (154)
Corporate expenditure:
Group Head Office                                              (70)        (51)
Asia Regional Head Office                                      (30)        (29)
Charge for share-based payments for Prudential schemes         (11)         (7)
-------------------------------------                       --------    --------
Total                                                         (244)       (241)
-------------------------------------                       --------    --------
Operating profit from continuing operations based on
longer-term investment returns                               1,712       1,274
-------------------------------------                       --------    --------

Analysed as profits (losses) from:
New business                                                   867         741
Business in force                                              876         587
-------------------------------------                       --------    --------
Long-term business                                           1,743       1,328
Asia development expenses                                      (20)        (15)
Other operating results                                        (11)        (39)
-------------------------------------                       --------    --------
Total                                                        1,712       1,274
-------------------------------------                       --------    --------


* EEV basis  operating  profit from continuing  operations  based on longer-term
investment returns excludes goodwill impairment charges, short-term fluctuations
in investment returns,  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 supplementary information.


EUROPEAN EMBEDDED VALUE (EEV) BASIS RESULTS

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




                                                                                       2005 GBPm 2004 GBPm
----------------------------------------                                                  ------    ------
                                                                                               
Profit for the year (net of minority interests)                                            1,582     1,138
Items recognised directly in equity:

Cumulative effect of changes in accounting principles on
adoption of IAS 32, IAS 39 and IFRS 4, net of applicable
taxes, at 1 January 2005                                                                     (25)        -
Unrealised valuation movements on securities classified as
available-for-sale from 1 January 2005                                                        (1)        -
Movement on cash flow hedges                                                                  (4)        -
Exchange movements                                                                           377      (239)
Related tax                                                                                   65        (1)
Proceeds from Rights Issue, net of expenses                                                    -     1,021
Other new share capital subscribed                                                            55       119
Dividends                                                                                   (380)     (323)
Reserve movements in respect of share-based payments                                          15        10
Treasury shares:
Movement in own shares in respect of share-based payment
plans                                                                                          0        (2)
Movement on Prudential plc shares purchased by unit trusts
consolidated under IFRS                                                                        3        14
----------------------------------------                                                  ------    ------
Net increase in shareholders' capital and reserves                                         1,687     1,737
----------------------------------------                                                  ------    ------
Shareholders' capital and reserves at beginning of year (excluding minority interests):
As previously reported on the Achieved Profits basis                                       8,596     7,005
Adjustments on implementation of statutory IFRS (excluding
IAS 32, IAS 39 and IFRS 4)                                                                   165        15
Adjustments on implementation of European Embedded Value
(EEV) methodology                                                                           (147)     (143)
----------------------------------------                                                  ------    ------
As restated on EEV basis                                                                   8,614     6,877
----------------------------------------                                                  ------    ------
Shareholders' capital and reserves at end of year
(excluding minority interests)                                                            10,301     8,614
----------------------------------------                                                  ------    ------

Comprising:
----------------------------------------                                                  ------    ------
UK Operations:
Long-term business                                                                         5,132     4,228
M&G:
Net assets                                                                                   245       297
Acquired goodwill                                                                          1,153     1,153
Egg                                                                                          303       273
----------------------------------------                                                  ------    ------
                                                                                           6,833     5,951
US Operations                                                                              3,418     2,570
Asian Operations:
Net assets                                                                                 2,070     1,631
Acquired goodwill                                                                            172       292
Other operations:
Holding company net borrowings                                                            (1,724)   (1,299)
Other net liabilities                                                                       (468)     (531)
----------------------------------------                                                  ------    ------
                                                                                          10,301     8,614
----------------------------------------                                                  ------    ------



EUROPEAN EMBEDDED VALUE (EEV) BASIS RESULTS
SUMMARISED CONSOLIDATED BALANCE SHEET



                                                        2005 GBPm    2004 GBPm
--------------------------------------                    -------      -------
                                                                 
Total assets less liabilities, excluding insurance
funds                                                     174,258      148,682
Less insurance funds*:
Policyholder liabilities (net of reinsurers' share)
and unallocated surplus of with-profits funds            (169,064)    (144,193)
Less shareholders' accrued interest in the long-term
business                                                    5,107        4,125
--------------------------------------                    -------      -------
                                                         (163,957)    (140,068)
--------------------------------------                    -------      -------
Total net assets                                           10,301        8,614
--------------------------------------                    -------      -------
Share capital                                                 119          119
Share premium                                               1,564        1,558
Statutory basis shareholders' reserves (following
adoption of IFRS)                                           3,511        2,812
Additional EEV basis retained profit                        5,107        4,125
--------------------------------------                    -------      -------
Shareholders' capital and reserves (excluding minority
interest)                                                  10,301        8,614
--------------------------------------                    -------      -------

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

NET ASSET VALUE PER SHARE
                                                             2005         2004
--------------------------------------                    -------      -------
Based on EEV basis shareholders' funds of GBP10,301m
(GBP8,614m)                                                    432p         363p
Number of shares at year end (million)                      2,387        2,375




PART 2

EUROPEAN EMBEDDED VALUE (EEV) BASIS RESULTS

BASIS OF PREPARATION OF RESULTS

The European Embedded Value (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. Where  appropriate the EEV basis results
include the effects of adoption of International Financial Reporting Standards.

The EEV  results for the Group  include the results for the covered  business on
the EEV basis.  These  results are then combined with the IFRS basis results for
the Group's other operations.

With two exceptions,  covered business  comprises the Group's long-term business
operations.  The definition of long-term business  operations is consistent with
previous practice under the Modified  Statutory Basis and Achieved Profits basis
reporting  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  but do not  fall  within  the  technical  definition.  Under  the EEV
principles,  the results for covered business now include the projected  margins
of attaching internal fund management.

The exceptions are for the closed Scottish Amicable Insurance Fund (SAIF) and in
respect of the Group's defined benefit  pension  schemes.  SAIF is closed to new
business and the assets and  liabilities of the fund are wholly  attributable to
the  policyholders  of the fund. As regards the Group's  defined benefit pension
schemes,  the deficits  attaching to the  Prudential  Staff  Pension  Scheme and
Scottish  Amicable  Pension  Scheme are excluded.  These  deficits are partially
attributable  to the PAC  with-profits  fund and  shareholder  backed  long-term
business.

Previously,  the Group has reported  supplementary  information  on the Achieved
Profits basis for its interim and full year financial reporting. The adoption of
EEV basis  reporting  in place of  Achieved  Profits  basis  reporting  reflects
developments through the CFO Forum to achieve a better level of consistency,  an
improved  embedded  value  methodology,  and is  applied  by the major  European
insurance companies in their financial reporting.

Except  where  indicated  in this  announcement,  the Group has applied the same
methodology as previously  advised with the  announcement of 2004 EEV results on
13 December 2005.

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 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  underdeveloped,  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, 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% (2004 - 3.0%) above risk free rates.  The equity risk  premium in the US is
also 4.0% (2004 - 3.0%). In Asia, equity risk premiums range from 3.0% to 5.75%.
Assumptions  for other asset classes,  such as corporate  bond spreads,  are set
consistently as best estimate assumptions.

The investment return assumptions as derived above are applied to the actual
assets held at the valuation date to derive the overall fund-earned rate.

The table below summarises the principal financial assumptions.



                                                                  31 Dec 2005   31 Dec 2004
----------------------------------------                             --------      --------
                                                                            
UK Insurance Operations
Risk discount rate
New business                                                            7.55%          7.1%
In-force                                                                 7.7%          7.1%
Pre-tax expected long-term nominal rates of investment return:
UK equities                                                              8.1%          7.6%
Overseas equities                                                8.1% to 8.75%  7.3% to 8.3%
Property                                                                 6.4%          6.3%
Gilts                                                                    4.1%          4.6%
Corporate bonds                                                          4.9%          5.5%
Expected long-term rate of inflation                                     2.9%          2.9%
Post-tax expected long-term nominal rate of return:
Pension business (where no tax applies)                                  7.1%          6.8%
Life business                                                            6.3%          5.9%

US Operations (Jackson National Life)
Risk discount rate:
New business                                                             6.9%          6.1%
In-force                                                                 6.1%          5.8%
Expected long-term spread between earned rate and rate credited
to
policyholders for single premium deferred
annuity business                                                        1.75%         1.75%
US 10 year treasury bond rate at end of period                           4.4%          4.3%
Pre-tax expected long-term nominal rate of
return for US Equities                                                   8.4%          7.3%
Expected long-term rate of inflation                                     2.4%          2.6%



Asian Operations



                    Hong                                                   Hong
                    Kong                                                   Kong
          China     (iii)   India  Indonesia   Japan    Korea    China     (iii)   India  Indonesia    Japan    Korea
         31 Dec   31 Dec   31 Dec     31 Dec  31 Dec   31 Dec   31 Dec   31 Dec   31 Dec     31 Dec   31 Dec   31 Dec
           2005     2005     2005       2005    2005     2005     2004     2004     2004       2004     2004     2004
                                                                             
Risk
discount
rate
New
business   12.0%     5.9%    16.5%     17.5%    5.0%    10.3%     10.0%    4.7%    16.0%     18.75%     5.0%     7.1%
In-force   12.0%    6.15%    16.5%     17.5%    5.0%    10.3%     10.0%    5.0%    16.0%     18.75%     5.0%     7.1%
Expected
long-term
rate
of
inflation   4.0%    2.25%     5.5%      6.5%    0.0%    2.75%      3.0%   2.25%    5.25%      7.75%     0.0%    2.75%
Government
bond yield  9.0%     4.8%    10.5%     11.5%    1.8%     5.8%     7.25%    4.9%   10.25%      13.0%     1.9%     3.9%






          Malaysia Philippines Singapore Taiwan Thailand Vietnam Malaysia Philippines Singapore Taiwan Thailand Vietnam
                                            (ii)                                                   (ii)
            31 Dec      31 Dec    31 Dec 31 Dec   31 Dec  31 Dec   31 Dec      31 Dec    31 Dec 31 Dec   31 Dec  31 Dec
              2005        2005      2005   2005     2005    2005     2004        2004      2004   2004     2004    2004
                                                                              
Risk
discount
rate
New
business      9.4%       16.5%      6.7%   9.0%   13.75%   16.5%     9.0%      16.25%      6.3%   7.1%    13.5%   15.5%
In-force      9.0%       16.5%      6.8%   9.4%   13.75%   16.5%     8.7%      16.25%      6.4%   8.2%    13.5%   15.5%
Expected
long-term
rate
of
inflation     3.0%        5.5%     1.75%  2.25%    3.75%    5.5%     3.0%       5.25%     2.25%  2.25%    3.75%    4.5%
Government
bond yield    7.5%       10.5%      4.5%   5.5%    7.75%   10.5%     7.0%       10.5%      5.0%   5.5%    7.75%   9.75%






                                                   Asia Total         Asia Total
                                                  31 Dec 2005        31 Dec 2004
                                                                    
Weighted risk discount rate (i)
New business                                             9.8%               8.0%
In force                                                 8.4%               7.9%



(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 2005 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% trend towards 5.5% at 31 December 2012.  Allowance is made for the mix
of assets in the fund,  our 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 2.3% to 5.4% in
2013 and falls below 2.3% for seven years due to the depreciation of bond values
as yields rise.  Thereafter,  the Fund Earned Rate fluctuates around a target of
5.9%.  This  compares  to a grading  of 3.4% at 31  December  2004 to 5.9% by 31
December  2012 for the 2004  results.  Consistent  with our EEV  methodology,  a
constant discount rate has been applied to the projected cash flows.

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

(iv) Assumed equity yields

The most  significant  equity  holdings  in Asian  Operations  are in Hong Kong,
Singapore  and  Malaysia.  The mean equity  return  assumptions  for these three
territories at 31 December 2005 (2004) were 8.6% (7.3%),  9.3% (9.75%) and 12.8%
(12.25%)  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.

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.

Property returns are modelled in a similar fashion to corporate bonds, namely as
the  return  on  a  risk-less  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 are
as follows:



                                                             Standard Deviation
---------------------------------------                            ------------
                                                                        
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.

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% to 28.1%  depending on risk class,  and the standard  deviation of returns
for bond funds ranges from 1.4% to 1.8%.

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 are 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% to 26%, and
the volatility of government bond yields ranges from 1.6% to 8.9%.

NOTES ON THE EEV BASIS RESULTS

a) The EEV basis  results for 2005 and 2004 have been derived from the EEV basis
results supplement to the Company's  statutory accounts for 2005. The supplement
included an unqualified audit report from the auditors.

b) Under the EEV basis,  the operating  profit from new business  represents the
profitability of new long-term  insurance  business written in the year, and the
operating profit from business in force represents the profitability of business
in force at the start of the year.  These  results  are  combined  with the IFRS
basis  results  of the  Group's  other  operations  including  banking  and fund
management business.

To the  extent  applicable,  presentation  of the EEV  profit  for  the  year is
consistent  with the basis the Group  applies for analysis of IFRS basis profits
before shareholder taxes between operating and non-operating results.  Operating
results  reflect the  underlying  results of the Group's  continuing  operations
including longer-term investment returns.  Non-operating results include certain
recurrent and  exceptional  items that  primarily do not reflect the  underlying
performance in the year of the Group's continuing operations.

The  recurrent  items that are excluded  from  operating  profit are  short-term
fluctuations  in  investment  returns,   the  effects  of  changes  in  economic
assumptions on  shareholders'  funds at the start of the year, the change in the
time value of the cost of  financial  options  and  guarantees  attributable  to
changes in economic  circumstances,  and  actuarial  gains and losses on defined
benefit pension schemes.

c) The proportion of surplus  allocated to shareholders from the UK with-profits
business  has been based on the present  level of 10%.  Future  bonus rates have
been set at levels which would fully utilise the assets of the with-profits fund
over the life of the business in force.

d)  Consistent  with prior  periods for the Taiwan  operation,  the  projections
include an  assumption  of phased  progression  of the bond  yields of around 2%
towards  5.5% at 31  December  2012 as  described  in the  section  on  economic
assumptions  of this  announcement.  This takes into  account the effect on bond
values of interest rate movements. The principal cause of the GBP265m charge for
the effect of changed economic assumptions is the reduction in short-term earned
rates in Taiwan.  This reduction has the effect of delaying the emergence of the
expected long-term rate.

The EEV basis  embedded  value of the Taiwan life  operation at 31 December 2005
was GBP(311)m with sensitivities to bond rates as follows:

- A 100 basis point fall in starting bond rates would reduce embedded value by
  GBP108m.
- A 100 basis point increase in starting bond rates would increase embedded
  value by GBP104m.
- A 100 basis point parallel decrease in bond rates with an equivalent
  adjustment to the risk discount would reduce embedded value by GBP174m.
- A 100 basis point parallel increase in bond rates with an equivalent
  adjustment to the risk discount rate would increase embedded value by GBP106m.

e)  Additional  analysis of the Group's EEV basis results and  sensitivities  of
these results to alternative  assumptions can be found at the Group's website at
www.prudential.co.uk or on request.

IFRS BASIS RESULTS

STATUTORY BASIS RESULTS

CONSOLIDATED INCOME STATEMENT



                                                         2005 GBPm     2004 GBPm
                                                                         (note C)
--------------------------------------                    --------       -------
                                                                    
Gross premiums earned                                       15,225        16,408
Outward reinsurance premiums                                  (197)         (256)
--------------------------------------                    --------       -------
Earned premiums, net of reinsurance                         15,028        16,152
Investment income                                           24,013        15,750
Other income                                                 2,084         2,002
--------------------------------------                    --------       -------
Total revenue (note D)                                      41,125        33,904
--------------------------------------                    --------       -------
Benefits and claims and movement in unallocated
surplus of with-profits funds                              (33,100)      (26,593)
Acquisition costs and other operating expenditure           (5,552)       (5,563)
Finance costs: interest on core structural
borrowings of shareholder financed operations                 (208)         (187)
Goodwill impairment charge                                    (120)            -
--------------------------------------                    --------       -------
Total charges (note D)                                     (38,980)      (32,343)
--------------------------------------                    --------       -------
Profit before tax* (note D)                                  2,145         1,561
Tax attributable to policyholders' returns                  (1,147)         (711)
--------------------------------------                    --------       -------
Profit before tax attributable to shareholders                 998           850
                                                          --------       -------
Tax expense (note M)                                        (1,388)         (951)
Less: tax attributable to policyholders' returns             1,147           711
                                                          --------       -------
Tax attributable to shareholders' profit (note M)             (241)         (240)
--------------------------------------                    --------       -------
Profit from continuing operations after tax                    757           610
Discontinued operations (net of tax)                             3           (94)
--------------------------------------                    --------       -------
Profit for the year                                            760           516
--------------------------------------                    --------       -------
Attributable to:
Equity holders of the Company                                  748           517
Minority interests                                              12            (1)
--------------------------------------                    --------       -------
Profit for the year                                            760           516
--------------------------------------                    --------       -------

Earnings per share
--------------------------------------                    --------       -------
Basic (based on 2,365m and 2,121m shares respectively)
Based on profit from continuing operations
attributable to the equity holders of the Company             31.5p         27.5p
Based on profit (loss) from discontinued
operations attributable to the equity holders of
the Company                                                    0.1p         (3.1)p
--------------------------------------                    --------       -------
                                                              31.6p         24.4p
--------------------------------------                    --------       -------
Diluted (based on 2,369m and 2,124m shares respectively)
Based on profit from continuing operations
attributable to the equity holders of the Company             31.5p         27.5p
Based on profit (loss) from discontinued
operations attributable to the equity holders of
the Company                                                    0.1p         (3.1)p
--------------------------------------                    --------       -------
                                                              31.6p         24.4p
--------------------------------------                    --------       -------
Dividends per share
--------------------------------------                    --------       -------
Dividends relating to reporting period
Interim dividend (2005 and 2004)                              5.30p         5.19p
Final dividend (2005 and 2004)                               11.02p        10.65p
--------------------------------------                    --------       -------
Total                                                        16.32p        15.84p
--------------------------------------                    --------       -------
Dividends declared and paid in reporting period
Interim dividend for current period                           5.30p         5.19p
Final dividend for prior period                              10.65p        10.29p
--------------------------------------                    --------       -------
Total                                                        15.95p        15.48p
--------------------------------------                    --------       -------


* 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.


IFRS BASIS RESULTS

STATUTORY BASIS RESULTS

SUMMARY OF STATEMENT OF CHANGES IN EQUITY


                                                    2005                                   2004
                                      Shareholders' Minority        Total  Shareholders' Minority    Total
                                           equity   interest       equity        equity  interest   equity
                                             GBPm      GBPm          GBPm          GBPm      GBPm     GBPm
-----------------------------------      --------    ------        ------      --------    ------   ------
                                                                                     
Reserves
Profit for the year                           748        12           760           517        (1)     516
Items recognised directly in equity:
Exchange movements                            268                     268          (172)              (172)
Movement on cash flow hedges                   (4)        1            (3)
Unrealised valuation movements on
securities classified as
available-for-sale from 1 January
2005 (see note H)
Unrealised holding losses arising
during the year                              (773)                   (773)
Less reclassification adjustment
for losses included in the income
statement                                      22                      22
Related change in amortisation
of deferred income and acquisition
costs                                         307                     307
Related tax                                   218                     218            12                 12
-----------------------------------      --------    ------        ------      --------    ------   ------
Total items recognised directly in
equity                                         38         1            39          (160)              (160)
-----------------------------------      --------    ------        ------      --------    ------   ------
Total income and expense for the year         786        13           799           357        (1)     356
-----------------------------------      --------    ------        ------      --------    ------   ------
Cumulative effect of changes in
accounting policies on adoption of
IAS 32, IAS 39 and IFRS 4, net of
applicable taxes at 1 January 2005
(note G)                                      226        (3)          223
Dividends                                    (380)                   (380)         (323)              (323)
Reserve movements in respect of
share-based payments                           15        (1)           14            10                 10
Change in minority interest arising
principally from purchase and sale of
venture investment companies and
property partnerships of the PAC
with-profits fund                                        26            26                       1        1

Share capital and share premium
---------------------------------
Proceeds from Rights Issue, net of
expenses                                                                          1,021              1,021
Other new share capital
subscribed                                     55                      55           119                119

Treasury shares
-----------------
Movement in own shares
purchased in respect of share-based
payment plans                                   0                       0            (2)                (2)
Movement on Prudential plc shares
purchased by unit trusts consolidated
under IFRS                                      3                       3            14                 14
-----------------------------------      --------    ------        ------      --------    ------   ------
Net increase in equity                        705        35           740         1,196         0    1,196
-----------------------------------      --------    ------        ------      --------    ------   ------
At beginning of year:
As previously reported under
UK GAAP                                     4,281        71         4,352         3,240       107    3,347
Changes arising from adoption of
IFRS (note F)                                 208        66           274            53        30       83
-----------------------------------      --------    ------        ------      --------    ------   ------
As restated under IFRS                      4,489       137         4,626         3,293       137    3,430
-----------------------------------      --------    ------        ------      --------    ------   ------
At end of year                              5,194       172         5,366         4,489       137    4,626
-----------------------------------      --------    ------        ------      --------    ------   ------



IFRS BASIS RESULTS



STATUTORY BASIS RESULTS
                                                                          31 Dec
CONSOLIDATED BALANCE SHEET                                      31 Dec 2004 GBPm
----------------------------------                           2005 GBPm  (note F)
                                                               -------   -------
                                                                    
Assets
--------
Goodwill:
Attributable to PAC with-profits fund                              607       784
Attributable to shareholders                                     1,341     1,461
----------------------------------                             -------   -------
Total                                                            1,948     2,245
----------------------------------                             -------   -------
Other intangible assets (primarily deferred acquisition
costs):
PAC with-profits fund (note I)                                      35       798
Other operations                                                 2,405     2,244
----------------------------------                             -------   -------
Total                                                            2,440     3,042
----------------------------------                             -------   -------
Other non-investment and non-cash assets:
Property, plant and equipment                                      910       967
Reinsurers' share of policyholder liabilities                    1,278     1,018
Deferred tax assets                                                755       827
Current tax recoverable                                            231       159
Accrued investment income                                        1,791     1,733
Other debtors                                                    1,318     1,188
----------------------------------                             -------   -------
Total                                                            6,283     5,892
----------------------------------                             -------   -------
Investments of long-term business, banking and other
operations:
Investment properties                                           13,180    13,303
Investments accounted for using the equity method                    5         5
Financial investments:
Loans and receivables                                           13,245    12,430
Equity securities and portfolio holdings in
unit trusts                                                     71,985    54,466
Debt securities                                                 82,471    76,374
Other investments                                                3,879     2,537
Deposits                                                         7,627     5,271
----------------------------------                             -------   -------
Total                                                          192,392   164,386
----------------------------------                             -------   -------
Held for sale assets                                               728       100
Cash and cash equivalents                                        3,586     4,341
----------------------------------                             -------   -------
Total assets                                                   207,377   180,006
----------------------------------                             -------   -------


Equity and liabilities
------------------------
Equity
Shareholders' equity (note K)                                    5,194     4,489
Minority interests                                                 172       137
----------------------------------                             -------   -------
Total equity                                                     5,366     4,626
----------------------------------                             -------   -------

Liabilities
Banking customer accounts                                        5,830     6,607

Policyholder liabilities and unallocated surplus of
with-profits funds*
Insurance contract liabilities                                 120,436         -
Investment contract liabilities with discretionary
participation features                                          26,523         -
Investment contract liabilities without discretionary
participation features                                          12,026         -
Technical provisions in respect of non-linked business               -   104,996
Technical provisions for linked liabilities                          -    24,066
Unallocated surplus of with-profits funds:
Reflecting application of 'realistic' basis provisions for
UK regulated with-profits funds                                 11,357         -
Reflecting previous UK GAAP basis of provisioning                    -    16,149
----------------------------------                             -------   -------
Total                                                          170,342   145,211
----------------------------------                             -------   -------

Core structural borrowings of shareholder-financed
operations:
Subordinated debt (other than Egg)                               1,646     1,429
Other                                                            1,093     1,368
----------------------------------                             -------   -------
                                                                 2,739     2,797
Egg subordinated debt                                              452       451
----------------------------------                             -------   -------
Total                                                            3,191     3,248
----------------------------------                             -------   -------
Other borrowings:
Operational borrowings attributable to
shareholder-financed operations (note L)                         6,432     6,421
Borrowings attributable to with-profits funds (note L)           1,898     2,137

Other non-insurance liabilities:
Obligations under funding, securities lending and sale and
repurchase agreements                                            4,529     3,819
Net asset value attributable to unit holders of
consolidated unit trusts and similar funds                         965       808
Current tax liabilities                                            962     1,018
Deferred tax liabilities                                         2,991     2,279
Accruals and deferred income                                       506       655
Other creditors                                                  1,478       996
Provisions                                                         972     1,006
Other liabilities                                                1,769     1,175
Held for sale liabilities                                          146         -
----------------------------------                             -------   -------
Total                                                           14,318    11,756
----------------------------------                             -------  -------
Total liabilities                                              202,011   175,380
----------------------------------                             -------   -------
Total equity and liabilities                                   207,377   180,006
----------------------------------                             -------   -------


*  The  presentation  of  insurance  and  investment  contracts  liabilities  to
policyholders  reflects  the  adoption of IAS 32, IAS 39 and IFRS 4 at 1 January
2005. The comparative liabilities for 2004 reflect the previous UK GAAP basis.

IFRS BASIS RESULTS

STATUTORY BASIS RESULTS



CONSOLIDATED CASH FLOW STATEMENT

                                                          2005 GBPm  2004 GBPm
----------------------------------------                    -------     ------
                                                                 
Cash flows from operating activities (note (i))

Profit before tax (note (ii))                                 2,145      1,561
Changes in operating assets and liabilities
Investments                                                 (21,462)   (14,741)
Banking customer accounts                                      (861)      (330)
Other non-investment and non-cash assets                       (970)      (105)
Policyholder liabilities (including unallocated surplus)     21,126     13,639
Other liabilities (including operational borrowings)            180      1,061
Interest income and expense and dividend income included
in                                                           (8,410)    (7,371)
profit before tax
Other non-cash items                                              0         73
Operating cash items:
Interest receipts                                             5,946      5,660
Dividend receipts                                             2,680      1,853
Tax paid                                                       (573)      (450)
----------------------------------------                    -------     ------
Net cash flows from operating activities                       (199)       850
----------------------------------------                    -------     ------
Cash flows from investing activities
Purchases of property, plant and equipment                     (160)      (227)
Proceeds from disposal of property, plant and equipment           6          4
Acquisition of subsidiaries, net of cash balances (note
(iii))                                                          (68)       (92)
Disposal of subsidiaries, net of cash balances (note            252        218
(iii))                                                      -------     ------
----------------------------------------
Net cash flows from investing activities                         30        (97)
----------------------------------------                    -------     ------
Cash flows from financing activities
Structural borrowings of the Group:
Shareholder-financed operations (note (iv)):
Issue                                                           168        344
Redemption                                                     (308)       (61)
Interest paid                                                  (204)      (189)
With-profits operations (note (v)):
Interest paid                                                    (9)        (9)
Equity capital:
Issues of ordinary share capital                                 55      1,140
Dividends paid                                                 (380)      (323)
----------------------------------------                    -------     ------
Net cash flows from financing activities                       (678)       902
----------------------------------------                    -------     ------

Net (decrease) increase in cash and cash equivalents           (847)     1,655
Cash and cash equivalents at beginning of year                4,341      2,756
Effect of exchange rate changes on cash and cash                 92        (70)
equivalents                                                 -------     ------
----------------------------------------
Cash and cash equivalents at end of year (note (vi))          3,586      4,341
----------------------------------------                    -------     ------



Notes

(i) The adjusting items to IFRS basis income include changes in operating assets
and liabilities,  and other items comprising  adjustments in respect of non-cash
items, operational interest receipts and payments, dividend receipts, income tax
paid and cash  flows in  respect  of assets  categorised  as  available-for-sale
investments.  The most  significant  elements  of the  adjusting  items  are the
changes in operating assets and liabilities made up as shown above.

(ii)  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.

(iii)  Purchases and sales of  subsidiaries  shown above  include  purchases and
sales of venture subsidiaries of the PAC with-profits fund.

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

(v)  Structural  borrowings  of  with-profits  operations  relate  solely to the
GBP100m 8.5%  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  subsidiaries,  are
categorised as operating activities in the presentation above.

(vi) Under IFRS the cash flow statement  comprises  consolidated  cash flows for
the Group as a whole,  including those of long-term  business funds. Of the cash
and cash  equivalents  amounts of GBP3,586m and  GBP4,341m,  GBP263m and GBP325m
represent cash and cash  equivalents  of the parent company and related  finance
subsidiaries.

IFRS BASIS RESULTS

STATUTORY BASIS RESULTS

NOTES ON THE STATUTORY 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  2005.   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 EC 1606 / 2002).

The Group has  applied  all IFRSs and  interpretations  adopted  by the EU at 31
December  2005,  and has early  adopted the  amendment to IAS 39 (The fair value
option) and IAS 19 (Employee benefits) (as amended in 2004).

Compared to the UK GAAP basis of presentation,  the statutory IFRS basis results
reflect the application of:

(i)  Measurement  and  recognition  changes  arising from policies the Group has
applied on the  adoption  of all IFRS  standards,  other than IAS 32  (Financial
Instruments:  Disclosure  and  Presentation),  IAS  39  (Financial  Instruments:
Recognition and Measurement),  and IFRS 4 (Insurance Contracts),  from 1 January
2004.  The 2005  results  include  the effect of these  three  standards  from 1
January 2005.

(ii) Changes to the format of the results and other presentational  changes that
the Group has applied in its 2005 financial  statements in so far as they affect
the summary results included in this preliminary announcement.

In  addition,  compared  to the basis of  preparing  supplementary  results  and
earnings  per share  basis  information  previously  provided  under UK GAAP,  a
discretionary  change  of  policy  for  the  basis  of  determining  longer-term
investment returns included in operating profit based on longer-term  investment
returns has been applied.  This change was first applied in the Group's  Interim
2005 results.

The  financial  information  set out above  does not  constitute  the  Company's
statutory  accounts for the years ended 31 December  2005 or 2004 but is derived
from the 2005 accounts.  Statutory  accounts for 2004, which were prepared under
UK GAAP,  have been  delivered to the Registrar of Companies and those for 2005,
prepared under International Financial Reporting Standards as adopted by the EU,
will be delivered  following the Company's Annual General Meeting.  The auditors
have reported on both those accounts;  their reports were (i) unqualified,  (ii)
did not include  references to any matters to which the auditors drew  attention
by way of emphasis  without  qualifying  their reports and (iii) did not contain
statements under Section 237(2) or (3) of the Companies Act 1985.

B. Effects of adoption of IFRS basis reporting

The  changes of  accounting  policy that arise on the  conversion  to IFRS basis
reporting are numerous and extend to many items of income,  expenditure,  assets
and  liabilities.  Comprehensive  details of the changes were  included with the
announcement of restated 2004 comparative results on 2 June 2005 and the interim
results announcement on 27 July 2005. These details are available at the Group's
web-site at www.prudential.co.uk or on request. Notes C and F show the effect of
IFRS  adoption on the income  statement for 2004 and  shareholders'  equity at 1
January  2004 and 31 December  2004.  Note G shows the effect of the adoption of
the standards IAS 32, IAS 39 and IFRS 4 at 1 January 2005.

C. Reconciliation of the summary income statement



Year ended 31 December 2004                        IFRS adjustments
                                                  ------------------
                                                              Recognition,
                                              Presentation     measurement
                                             of UK GAAP in       and other      Statutory
                                    UK GAAP     IFRS format        changes           IFRS
                                (note C(i))     (note C(i))    (note C(ii))         basis
                                      GBPm            GBPm            GBPm           GBPm
---------------------------        -------        --------        --------        -------
                                                                       
Earned premiums, net
of reinsurance                      16,099              53                         16,152
Investment income                   13,917           2,082            (249)        15,750
UK fund management result              136            (136)
US broker-dealer and fund
management result                      (14)             14
Asia fund management result             19             (19)
UK banking result (continuing
operations)                             63             (63)
Other income                                           773           1,229          2,002
---------------------------        -------        --------        --------        -------
Total revenue                       30,220           2,704             980         33,904
---------------------------        -------        --------        --------        -------
Benefits and claims and
movement in unallocated
surplus of with-profits
funds                              (26,598)            (83)             88        (26,593)
Acquisition costs and other
operating expenditure               (2,069)         (2,434)         (1,060)        (5,563)
Finance costs: interest on
core structural borrowings of
shareholder-financed operations                       (187)                          (187)
Amortisation of goodwill
(continuing operations)                (94)                             94
---------------------------        -------        --------        --------        -------
Total charges                      (28,761)         (2,704)           (878)       (32,343)
---------------------------        -------        --------        --------        -------
Profit before tax*                   1,459                             102          1,561
Tax attributable to
policyholders' returns                (701)                            (10)          (711)
---------------------------        -------        --------        --------        -------
Profit before tax attributable
to shareholders                        758                              92            850
---------------------------        -------        --------        --------        -------
Tax expense                           (947)                             (4)          (951)
Less: Tax attributable to
policyholders' returns                 701                              10            711
---------------------------        -------        --------        --------        -------
Tax attributable to
shareholders' profits                 (246)                              6           (240)
---------------------------        -------        --------        --------        -------
Profit from continuing
operations after tax                   512                              98            610
Discontinued operations
(net of tax)                           (94)                                           (94)
---------------------------        -------        --------        --------        -------
Profit for the year                    418                              98            516
---------------------------        -------        --------        --------        -------
Attributable to:
Equity holders of the Company          428                              89            517
Minority interests                     (10)                              9             (1)
---------------------------        -------        --------        --------        -------
Profit for the year                    418                              98            516
---------------------------        -------        --------        --------        -------



* 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.


Notes

C(i) UK GAAP results

The UK GAAP basis results shown above reflect those  previously  recorded in the
technical  accounts  and  non-technical  account of the Group's  profit and loss
account under Companies Act requirements. These results are then reconfigured to
be  consistent  with the  format  applied  for  reporting  in the  Group's  2005
financial statements under IFRS.

C(ii) Recognition, measurement and other changes

Changes  to profit  from  continuing  operations  (including  actual  investment
returns) before and after tax  attributable to shareholders  reflect the effects
of IFRS adoption. In summary the effects are for:

                                                                          GBPm
Egg - primarily relates to charges for share-based payments in respect
of Egg shares                                                               (2)
Additional pension costs and share-based payments costs in respect of
Prudential plc shares not allocated by business unit                        (4)
Amortisation of goodwill not permitted under IFRS                           94
Actuarial gains and losses of defined benefit schemes recognised under
IFRS                                                                        (7)
Value movements of US investment funds newly consolidated under IFRS         2
Share of profits of venture investment companies and property
partnerships of the PAC with-profits fund consolidated under IFRS, that
is attributable to external investors                                        9
                                                                         -----
Total changes before tax                                                    92
Related tax attributable to shareholders                                     6
                                                                         -----
Total changes after tax                                                     98
                                                                         =====

Changes to revenue,  charges and related tax of the Group's  with-profits  funds
principally  relate to  measurement  differences on  investments,  consolidation
criteria for venture funds and other investment  subsidiaries,  and pension cost
accounting.  These  changes  have been  reflected  by  transfers of an equal and
opposite  amount  to  unallocated  surplus  and  hence  have  no net  effect  on
shareholder results.

D. Segmental disclosure

The Group's  primary  reporting  segments are  long-term  business,  banking and
broker-dealer and fund management.



                                                        2005 GBPm    2004 GBPm
---------------------------------------                   -------      -------
                                                                 
Revenue
Long-term business                                         39,296       32,073
Banking                                                     1,115        1,110
Broker-dealer and fund management                             895          823
Unallocated corporate                                          98          151
Intragroup revenue eliminated on consolidation               (279)        (253)
---------------------------------------                   -------      -------
Total revenue per income statement                         41,125       33,904
---------------------------------------                   -------      -------


Charges (before income tax attributable to policyholders and unallocated surplus
of long-term insurance funds)


Long-term business including post-tax transfers to
unallocated surplus of with-profits funds                 (36,968)     (30,531)
Banking                                                    (1,071)      (1,049)
Broker-dealer and fund management                            (740)        (682)
Unallocated corporate                                        (480)        (334)
Intragroup charges eliminated on consolidation                279          253
---------------------------------------                   -------      -------
Total charges per income statement                        (38,980)     (32,343)
---------------------------------------                   -------      -------

Segment results - Revenue less charges (continuing operations)
Long-term business                                          2,328        1,542
Banking                                                        44           61
Broker-dealer and fund management                             155          141
Unallocated corporate                                        (382)        (183)
---------------------------------------                   -------      -------

Profit before tax*                                          2,145        1,561

Tax attributable to policyholders' returns                 (1,147)        (711)
---------------------------------------                   -------      -------
Profit before tax attributable to shareholders                998          850
Tax attibutable to shareholders' profits                     (241)        (240)
---------------------------------------                   -------      -------

Profit from continuing operations after tax                   757          610
---------------------------------------                   -------      -------

Segment results - Discontinued operations
Long-term business                                              -            4
Banking                                                         3          (98)
---------------------------------------                   -------      -------
                                                                3          (94)
---------------------------------------                   -------      -------
Profit for the year                                           760          516
---------------------------------------                   -------      -------



* 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.

E.  Supplementary  analysis  of profit  from  continuing  operations  before tax
attributable to shareholders and related earnings per share



Profit from continuing operations before tax
                                                                                   2005 GBPm 2004 GBPm
--------------------------------------                                                ------  --------

                                                                                           
Operating profit from continuing operations based
on longer-term investment returns (note E(i))                                            957
Goodwill impairment charge                                                              (120)
Short-term fluctuations in investment returns on
shareholder-backed business                                                              211
Shareholders' share of actuarial and other gains
and losses on defined benefit pension schemes                                            (50)  (see note E(ii))
--------------------------------------                                                ------  --------
Profit from continuing operations before tax
attributable to shareholders (including actual
investment returns)                                                                      998
--------------------------------------                                                ------  --------

Earnings per share from continuing operations

From operating profit based on longer-term
investment returns after related tax and minority
interests of GBP761m                                                                      32.2p
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)                                               5.9p  (see note E(ii))
Adjustment for post-tax shareholders' share of
actuarial and other gains and losses on defined
benefit pension schemes                                                                 (1.5)p
--------------------------------------                                                  ------  --------
Based on profit from continuing operations after
tax and minority interests of GBP745m                                                     31.5p
--------------------------------------                                                  ------  --------



Notes

E(i) Under the Group's accounting  policies  additional  analysis is provided of
profit before tax  attributable to  shareholders  that  distinguishes  operating
profit based on longer-term  investment returns from other constituent  elements
of total profit before tax attributable to shareholders.

For the purposes of measuring operating profits based on longer-term  investment
returns,  investment  returns  are  based on the  expected  longer-term  rate of
return.  The  expected  long-term  rates  of  return  are  intended  to  reflect
historical  real  rates of return  and,  where  appropriate,  current  inflation
expectation, adjusted for consensus economic and investment return forecast. The
significant operations that require adjustment for the difference between actual
and  longer-term  investment  returns  are  Jackson  National  Life and  certain
businesses of the Group's Asian  Operations.  The amounts  included in operating
results  for  longer-term  capital  returns  for debt  securities  comprise  two
components.  These are a risk margin reserve based charge for expected defaults,
which is determined  by reference to the credit  quality of the  portfolio,  and
amortisation of interest related realised gains and losses to operating  results
based on  longer-term  returns to the date when sold bonds would  otherwise have
matured.

Items excluded from operating profit based on longer-term investment returns but
included  in profit  before  tax  attributable  to  shareholders  of  continuing
operations  include  goodwill  impairment  charges,  short-term  fluctuations in
investment  returns (i.e actual less longer-term  returns),  actuarial gains and
losses on defined benefit pension schemes and exceptional items.

With the  exception of  derivatives  used for managing  equity  exposure,  value
movements on  derivatives  held by Jackson  National  Life are  included  within
short-term fluctuations.

For the purposes of distinguishing actuarial gains and losses on defined benefit
pension schemes in this analysis,  plan assets include Prudential  policies held
by the  Prudential  Staff  Pension  Scheme  and the M&G  pension  scheme.  At 31
December 2005, these policies had a carrying value of GBP253m.

E(ii)The  supplementary analysis of statutory IFRS basis results shown above has
been  presented  only for 2005.  Details have not been provided for 2004 in this
announcement as the results would not be comparable.  This is due to IAS 32, IAS
39 and IFRS 4 only being adopted from 1 January 2005. Details of the analysis of
the statutory IFRS basis results for 2004 on this basis will be published in the
Group's financial statements.

Additional  analysis of the 2005 result, and pro forma basis comparative results
for 2004 as if the above  standards  had been  applied by the Group's  insurance
operations from 1 January 2004, is provided as supplementary information to this
announcement.  The  analysis  on those  pages  has not been  extracted  from the
Group's IFRS financial statements.

F. Reconciliations of equity and balance sheet



At 1 January 2004                            Shareholders'   Minority    Total
                                                    equity  interests   equity
                                                      GBPm       GBPm     GBPm
-----------------------------------               --------     ------   ------

Changes on adoption of statutory IFRS basis
---------------------------------------------

                                                                 
Treasury shares adjustment for Prudential
plc shares held by unit trusts consolidated
under IFRS (note F(i))                                 (40)                (40)
Minority share of equity of consolidated
venture investment companies and property
partnerships of the PAC with-profits fund
(note F(i))                                                        32       32
Shareholders' share of deficits (net of
tax) of defined benefit pension schemes
(note F(ii))                                          (110)               (110)
Timing difference on recognition of
dividend declared after balance sheet date             214                 214
(note F(iii))
Other items                                            (11)        (2)     (13)
-----------------------------------               --------     ------   ------
Total                                                   53         30       83

Equity at 1 January 2004
--------------------------
As previously published under UK GAAP                3,240        107    3,347
-----------------------------------               --------     ------   ------
As restated under statutory IFRS                     3,293        137    3,430
-----------------------------------               --------     ------   ------


At 31 December 2004




                                      Effect of changes on implementation of IFRS
                                          recognition and measurement changes

                    UK GAAP       Newly    Defined       Other  Grossing-up    Total Statutory
                           consolidated    benefit recognition    and other     IFRS      IFRS
                               entities    pension         and       format  changes     basis
                            (note F(i))    schemes measurement      changes
                                        accounting     changes
                                           (note F    (note F
                                             (ii))      (iii))
                      GBPm         GBPm       GBPm        GBPm        GBPm      GBPm      GBPm
-----------------   ------       ------    -------    --------      ------    ------    ------
                                                                   
Assets
Goodwill:
Attributable
to PAC
with-profits
fund                                784                                          784       784
Attributable
to
shareholders         1,367                                  94                    94     1,461
Investments:
per IFRS
balance sheet                     1,963                     35     162,388   164,386   164,386
Investments:
per UK GAAP
analysis
(non-linked,
linked and
banking
business
assets)            129,468                                        (129,468) (129,468)        0

Other items         43,741        1,477        102          50     (31,995)  (30,366)   13,375
-----------------  -------       ------    -------    --------      ------    ------   -------
Total assets       174,576        4,224        102         179         925     5,430   180,006
-----------------  -------       ------    -------    --------      ------    ------   -------

Equity and
liabilities
Equity
Shareholders'
equity               4,281          (30)      (117)        355                   208     4,489
Minority
interests               71           68                     (2)                   66       137
-----------------  -------       ------    -------    --------      ------    ------   -------
Total equity         4,352           38       (117)        353                   274     4,626
-----------------  -------       ------    -------    --------      ------    ------   -------
Liabilities
Banking
customer
accounts: per
IFRS balance
sheet                                                                6,607     6,607     6,607
Banking
business
liabilities:
per UK GAAP
balance sheet       11,216                                         (11,216)  (11,216)        0
Policyholder
liabilities and
unallocated
surplus of
with-profits
funds
Technical
provisions         129,101                    (125)          8          78       (39)  129,062
Unallocated
surplus of
with-profits
funds               16,686          (31)      (472)        (34)                 (537)   16,149
Borrowings per
IFRS balance
sheet
Core
structural
borrowings of
shareholder-fi
nanced
operations                                                           3,248     3,248     3,248
Operational
borrowings
attributable
to
shareholder-fi
nanced
operations                          972                      9       5,440     6,421     6,421
Borrowings
attributable
to
with-profits
funds                             1,888                    105         144     2,137     2,137
Borrowings per
UK GAAP
balance sheet
(subordinated
liabilities,
debenture
loans and
other
borrowings)          4,673                                          (4,673)   (4,673)        0
Dividend
payable                253                                (253)                 (253)        0
Other
non-insurance
liabilities          8,295        1,357        816          (9)      1,297     3,461    11,756
-----------------  -------       ------    -------    --------      ------    ------   -------
Total
liabilities        170,224        4,186        219        (174)        925     5,156   175,380
-----------------  -------       ------    -------    --------      ------    ------   -------
Total equity
and
liabilities        174,576        4,224        102         179         925     5,430   180,006
-----------------  -------       ------    -------    --------      ------    ------   -------



Notes

F(i)Newly consolidated entities

Under IAS 27 and SIC 12, the Group is  required  to  consolidate  the assets and
liabilities  of certain  entities which have  previously  not been  consolidated
under UK GAAP.  The  principal  change to  shareholders'  equity  arises from an
adjustment  in respect of  Prudential  plc shares  held by unit  trusts that are
newly  consolidated.  These shares are accounted for as treasury  shares and the
cost of purchase of GBP44m and GBP29m is deducted from shareholders' equity at 1
January 2004 and 31 December 2004 respectively. The change to the minority share
of equity reflects external parties' interest in consolidated venture investment
companies and property  partnerships of the PAC with-profits  fund.  Measurement
changes to the carrying value of these  companies that are  attributable  to the
PAC with-profits fund share are reflected in unallocated surplus.

F(ii)Defined benefit pension schemes accounting

Provisions  for  deficits on the Group's  defined  benefit  pension  schemes are
absorbed  by  the  unallocated   surplus  of  the  PAC  with-profits   fund  and
shareholders'  funds on a basis that reflects the weighted  cumulative  activity
attaching to the contributions paid in the past, and after deduction of deferred
tax. The M&G scheme held Prudential Group insurance policies as scheme assets of
GBP125m  at 31  December  2004.  The  asset  and  liability  are  eliminated  on
consolidation.

F(iii)Other recognition and measurement changes

Under IFRS,  dividends  declared after the balance sheet date are not recognised
as a liability.  In addition,  subject to required impairment testing,  goodwill
under IFRS  represents  the  balance  sheet  carrying  value at 1 January  2004.
Adjustments  in the table  include the  write-back  of  amortisation  previously
charged under UK GAAP in 2004.


G. Effect of adoption of IAS 32, IAS 39, and IFRS 4 at 1 January 2005




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

                  Statutory         UK  Jackson   Banking and Grossing-up   Total Statutory
                       IFRS  Insurance National non-insurance   and other  effect      IFRS
                   basis at Operations     Life    operations      format          basis at
                     31 Dec    (note G  (note G  (note G(iii))    changes             1 Jan
                       2004       (i))     (ii))                                       2005
                    (note F)
                       GBPm       GBPm     GBPm          GBPm        GBPm    GBPm      GBPm
------------------- -------  ---------  -------     ---------    --------  ------  --------
                                                               
Assets
Goodwill
Attributable
to PAC
with-profits
fund                    784                                                             784
Attributable
to
shareholders          1,461                                                           1,461

Other intangible
assets (primarily
deferred
acquisition costs)
PAC
with-profits
fund (note I)           798       (765)                                      (765)       33
Other
operations            2,244         23     (456)                             (433)    1,811
Investments         164,386       (145)   1,262           145          68   1,330   165,716
Other assets         10,333         10       66           (92)                (16)   10,317
------------------- -------  ---------  -------     ---------    -------- -------  --------
Total assets        180,006       (877)     872            53          68     116   180,122
------------------- -------  ---------  -------     ---------    -------- -------  --------

Equity and
liabilities
Equity
Shareholders'
equity                4,489        (22)     273           (25)                226     4,715
Minority
interest                137                                (3)                 (3)      134
------------------- -------  ---------  -------     ---------    -------- -------  --------
Total equity          4,626        (22)     273           (28)                223     4,849
------------------- -------  ---------  -------     ---------    -------- -------  --------
Liabilities
Banking
customer
accounts              6,607                                84                  84     6,691
Policyholder
liabilities and
unallocated surplus
of with-profits
funds
Contract
liabilities
(non-linked
and linked
business)           129,062      7,020      (51)                            6,969   136,031
Unallocated
surplus of
with-profits
funds                16,149     (7,807)                                     (7,807)   8,342

Borrowings
Core
structural
borrowings of
shareholder-fi
nanced
operations            3,248                                             5       5     3,253
Other
borrowings
attributable
to
shareholder-fi
nanced
operations            6,421                 207            62         (13)    256     6,677
Borrowings
attributable
to
with-profits
funds                 2,137                                                           2,137
Other non-insurance
liabilities
Deferred tax
liabilities           2,279        (91)     218            (6)                121     2,400
Other                 9,477         23      225           (59)         76     265     9,742
------------------- -------  ---------  -------     ---------    -------- -------  --------
Total
liabilities         175,380       (855)     599            81          68    (107)  175,273
------------------- -------  ---------  -------     ---------    -------- -------  --------

Total equity
and
liabilities         180,006       (877)     872            53          68     116   180,122
------------------- -------  ---------  -------     ---------    -------- -------  --------




Notes

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

G(i)UK Insurance Operations

(a) The reduction of 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. The reduction of shareholders' equity at 1 January 2005 on adoption of IFRS 4
for these  items is GBP10m  different  from the amount  reported  in the interim
results due to refinements to the IFRS methodology applied.

(b) Changes to insurance  assets and  liabilities of the PAC  with-profits  fund
following the  improvement  of accounting  policy applied on adoption of IFRS 4.
The changes correspond to those applicable if the Group had adopted FRS 27 under
UK  GAAP.  As  a  result  of  the  policy  improvement,   liabilities,  deferred
acquisition  costs,  deferred  tax  and  unallocated  surplus  of  UK  regulated
with-profits funds are remeasured as described in note I. At 1 January 2005, the
unallocated  surplus  is  subject  to a  transition  adjustment  of  GBP(7.8)bn.
Shareholders' equity is not affected by this change.

The  unallocated  surplus of GBP8.3bn  at 1 January  2005 post IAS 39 and IFRS 4
adoption,  comprises  GBP8.0bn  for the PAC  with-profits  fund and GBP0.3bn for
Asian subsidiaries. The GBP8.0bn for the PAC with-profits fund represents:



                                                                        GBPbn
                                                                      
Regulatory basis realistic surplus of with-profits sub-fund and
SAIF                                                                       6.0
Add back: Regulatory basis provision for future shareholder
transfers                                                                  2.9
Less: Other adjustments to align with accounting basis                    (0.9)
                                                                        ------
Accounts basis                                                             8.0
                                                                        ======


G(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 recorded directly to
equity.  Fair  value  movements  on  derivatives  are  recorded  in  the  income
statement.

G(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 certain  centrally held
financial instruments and derivatives.

H. Jackson National Life - Debt securities

Changes in equity

IAS 32 and IAS 39 have been adopted from 1 January 2005.  Accordingly,  for 2004
under IFRS,  financial  instruments  continue to be accounted for under previous
GAAP.  For Jackson  National  Life debt  securities  have been  accounted for at
amortised cost,  unless  impaired.  From 1 January 2005,  these assets have been
classified  as  available-for-sale  under IAS 39 with  valuation  at fair value.
Unrealised  gains and  losses  and  reclassification  adjustments  for gains and
losses  included  in net  income are  recorded  from 1 January  2005  within the
statement of changes in equity.

Balance sheet

Due to the change in the valuation basis referred to above,  the carrying values
of the debt  securities of Jackson  National Life that have been included in the
consolidated  balance  sheet  are not  comparable.  The  fair  value of the debt
securities at 31 December 2004 was GBP22.5bn. After deduction of related changes
to deferred acquisition costs and deferred tax, there was a consequential impact
on shareholders'  equity at 1 January 2005, on adoption of IAS 32 and IAS 39, of
GBP397m for the changed basis of valuation of Jackson's securities.

I. Unallocated surplus of with-profits funds

The unallocated surplus of with-profits funds reflects the excess of assets over
technical  provisions and other liabilities and represents amounts that have yet
to be  allocated  to  policyholders  and  shareholders.  For  the  Group's  2004
financial  statements,  and as  applied  for  IFRS  purposes  for  2004 in these
financial  statements,  the  technical  provisions  in respect of insurance  and
investment contracts of UK regulated  with-profits funds have been determined in
accordance with the modified statutory basis of accounting that applied under UK
GAAP.  With  the  exception  of  minor  accounting  adjustments,  the  technical
provisions  reflect  the UK  regulatory  basis of  reporting  which  effectively
constitutes the Peak 1 basis under the new FSA regime.

On  this  basis  the  unallocated  surplus  of the PAC  with-profits  fund at 31
December 2004 was  GBP16,301m.  After  inclusion of the  unallocated  surplus of
with-profits  funds  of  Asian  subsidiaries  the  unallocated  surplus  in  the
consolidated balance sheet at 31 December 2004 was GBP16,686m. Following changes
arising from the application of IFRS requirements  applicable for 2004, the IFRS
basis unallocated surplus for the Group is altered as described in note F.

On  adoption  of IFRS 4 at 1 January  2005,  the Group has chosen to improve its
accounting  policy in respect of the  insurance  assets  and  liabilities  of UK
regulated   with-profits   funds.   The   improvement  is  consistent  with  the
requirements  of FRS 27 that apply for life assurers  reporting under UK GAAP in
2005 for the application of the Peak 2 realistic basis.

The main  accounting  changes that are  required  for UK regulated  with-profits
funds are:

De-recognition of deferred acquisition costs and related deferred tax

Inclusion  of the FSA Peak 2 basis of the  value of  in-force  non-participating
business written by the PAC  with-profits  sub-fund,  and the Scottish  Amicable
Insurance Fund; and

Replacement of modified  statutory basis  liabilities for with-profits  business
with adjusted realistic basis liabilities.

Adjusted realistic  liabilities  represent the Peak 2 realistic  liabilities for
with-profits  business  included in Form 19 of the FSA regulatory  returns,  but
after  excluding the element for  shareholders'  share of future  bonuses.  This
latter item is recognised as a liability for the purposes of regulatory  returns
but  for  accounting  purposes  shareholder  transfers  are  recognised  only on
declaration.

For  accounting  purposes,  to the  extent  that the value of  non-participating
business  has been taken  into  account in  determining  projected  policyholder
benefits,  deduction  is made  from the  gross  regulatory  value  of  realistic
liabilities.  The balance is deducted from the accounting balance of unallocated
surplus.

In  determining   accounting  basis  liabilities  and  unallocated  surplus,  an
adjustment is also required where the regulatory and accounting  carrying values
of  assets  and  liabilities  differ  for  altered  measurement  or  recognition
criteria.  For the Group's UK  with-profits  funds the main  additional item for
which  adjustment  is  necessary  is the  attributable  share of  deficit of the
Group's UK defined benefit pension schemes, net of related tax.

The impact of the changes at 1 January 2005, on adoption of IFRS 4, are shown in
note G. At 31 December  2005,  the  unallocated  surplus of GBP11.4bn  comprises
GBP11.3bn for the PAC with-profits sub-fund and GBP0.1bn for Asian subsidiaries.
The GBP11.3bn for the PAC with-profits fund represents:



                                                                         GBPbn
                                                                       
Estimated regulatory basis realistic surplus of the PAC
with-profits                                                               8.0
sub-fund
Add back: Provision for future shareholder transfers                       3.5
Less: Other adjustments to align with accounting basis                    (0.2)
                                                                    -----------
                                                                          11.3
                                                                    ===========


The GBP11.3bn is attributable solely to the PAC with-profits sub-fund. No amount
is recognised for SAIF. This treatment is to comply with actuarial guidance note
GN 45 which  requires that for a closed fund where the fund will be  distributed
fully the working capital is shown as zero with the future enhancements to asset
shares being increased by the free capital.

The GBP0.1bn of unallocated  surplus for Asia subsidiaries almost wholly relates
to the Malaysian life business.  Following local regulatory changes which affect
the  presentation  of the balance  sheet,  unallocated  surplus of the Singapore
with-profits business is now amalgamated with policyholder liabilities.

J. Dividend

A final  dividend of 11.02p per share was proposed by the  directors on 15 March
2006.  This dividend will absorb an estimated  GBP267m of  shareholders'  funds.
Subject to  shareholder  approval,  the dividend  will be paid on 26 May 2006 to
shareholders  on the register at the close of business on 24 March 2006. A scrip
dividend alternative will be offered to shareholders.



K. Shareholders' equity
                                                                      2005 GBPm  2004 GBPm
-----------------------------------                                    ---------  --------
                                                                              

Share capital                                                                119       119
Share premium                                                              1,564     1,558
Reserves                                                                   3,511     2,812
-----------------------------------                                    ---------  --------
Total                                                                      5,194     4,489
-----------------------------------                                    ---------  --------

L. Other borrowings
                                                                       2005 GBPm 2004 GBPm
-----------------------------------                                    ---------  --------

Operational borrowings attributable to shareholder-financed operations
Borrowings in respect of short-term debt securities
reinvestment programmes                                                    1,472     1,079
Non-recourse borrowings of investment subsidiaries managed
by PPM America                                                             1,085     1,155
Borrowings in respect of banking operations                                3,856     4,159
Other borrowings                                                              19        28
-----------------------------------                                    ---------  --------
Total                                                                      6,432     6,421
-----------------------------------                                    ---------  --------

Borrowings attributable to with-profits funds
Non-recourse borrowings of venture fund investment
subsidiaries                                                                 988     1,167
Subordinated debt of the Scottish Amicable Insurance Fund                    100       100
Other borrowings (predominantly external funding of
consolidated investment vehicles)                                            810       870
-----------------------------------                                    ---------  --------
Total                                                                      1,898     2,137
-----------------------------------                                    ---------  --------


M. Tax charge

The total  tax  charge  of  GBP1,388m  for 2005  (GBP951m)  comprises  GBP1,119m
(GBP805m) UK tax and GBP269m  (GBP146m)  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 GBP241m for 2005 (GBP240m)  comprises  GBP(21)m  (GBP63m) UK tax
and GBP262m (GBP177m) overseas tax.

N. Acquisitions

In May 2005,  Jackson  National Life  completed  the purchase of Life  Insurance
Company of Georgia  from ING Groep N.V. for GBP142m  subject to  post-completion
adjustments. There is currently no goodwill arising on the transaction.

O. Taiwan life  operation:  Sensitivity of  liabilities to projected  investment
returns

The in-force  business of 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.  Guarantees
have  fallen  over time as  interest  rates  have  reduced  from a high of 8% to
current levels of around 2%. The current low level of bond rates in Taiwan gives
rise to a negative spread in Taiwan of around GBP30m a year.

The profits  attaching to these contracts is 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 in period.  For 2005, it has been projected that rates of return
for Taiwanese  bond yields will trend from the current levels of some 2% to 5.5%
by 31 December 2012.

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 2006 the  premium  reserve,  net  deferred
acquisition costs, would be broadly sufficient. If interest rates were to remain
at current  levels in 2007 then some level of write-off of deferred  acquisition
costs may be necessary.  However, the amount of the charge,  currently estimated
at GBP50m to GBP70m is sensitive for the previously mentioned variables.

The adequacy of the  liability is also  sensitive to the level of the  projected
long-term  rate.  The current  best  estimate of 5.5% 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  reduced  or  increased  the  carrying  value  of the  liabilities  would be
effected.

In broad terms, if the assumed  long-term rate applied was to fall by 0.25% from
5.5% to 5.25% the impact on IFRS basis results would be a charge of some GBP120m
to  GBP130m.  If the rate were to further  reduce the  incremental  increase  in
liabilities would be of a similarly commensurate size. The effects of changes in
any one year  reflect  the  combination  of  short-term  and  long-term  factors
described above.

P.  Effect  of  changes  of  assumptions  and  other  bases  of  preparation  of
liabilities of insurance contracts

Profit before tax  attributable to shareholders  for 2005 includes the impact of
the following items:

UK Insurance Operations

For shareholder-backed  non-participating  business, changes of assumptions were
made which had the effect of increasing  liabilities by GBP36m with a consequent
reduction  in operating  profit based on  longer-term  investment  returns.  The
reduction arose from a charge of GBP69m for strengthened  mortality  assumptions
being  partially  offset by a net credit of GBP29m in respect of a reduced level
of  defaults  for  fixed  income  securities,  and a credit  of GBP4m  for other
changes.

In addition to this  GBP36m  charge to  operating  profit  based on  longer-term
investment  returns  a further  GBP20m  charge  for the  effect  of  changes  of
assumption for renewal expenses, which relates to an increase in ongoing pension
scheme  contributions for future service of active members, has been recorded as
part of actuarial  and other gains and losses  excluded  from  operating  profit
based on  longer-term  investment  returns,  but included in total profit before
shareholder tax.

US Operations

The operating profit based on longer-term  investment  returns of GBP362m for US
Operations for 2005 has been determined after taking account of material changes
of assumption during the year.  Several changes were modified to conform to more
recent experience. The most significant changes included a write-off of deferred
acquisition  costs of GBP21m  for  Single  Premium  Deferred  Annuities  partial
withdrawal  changes and a Universal Life SOP 03-01  (Accounting and Reporting by
Insurance  Enterprises for Certain  Non-Traditional  Long Duration Contracts and
Separate  Accounts)  reserve  increase of GBP13m due to increasing the mortality
assumption.  Several  smaller  changes  relating  to Single  Premium  Whole Life
surrenders and annuity  mortality and  annuitisation  rates resulted in a GBP19m
benefit on adjusting  amortisation of deferred acquisition costs.  Combined with
other minor  modifications,  the resulting net impact of all changes  during the
year was a decrease to pre-tax profit of GBP7m.

Asian Operations

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

For the Singapore life business, under the basis applied previously, liabilities
of  non-participating  business for 2004 were  determined on a net premium basis
using  prescribed  interest  rates  such  that a very high  degree  of  prudence
resulted.  This basis has been replaced  under the Singapore  Risk Based Capital
framework  with one  that,  although  still  including  provisions  for  adverse
deviation,  more  accurately  estimates  the  liability.  This has 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 has resulted in a write-off of deferred  acquisition
costs of GBP21m in 2005. The  assumptions for future  investment  returns are as
described  in note O. The loss  reflects  the  reduction in 2005 in the expected
yields  over the  trending  period  to the  assumed  long-term  rate of 5.5% for
Taiwanese government bonds.

Q. Asian Fund Management business

Operating profit for the Asian fund management business was GBP12m for 2005. The
decrease  from the result for 2004 of GBP19m  reflects the  exceptional  cost of
GBP16m in Taiwan incurred due to bond fund restructuring required as a result of
industry wide regulatory change.

R. Post balance sheet events

In December  2005,  the Company  announced its intention to acquire the minority
interests in Egg representing  approximately  21.7% of the existing issued share
capital of Egg.  Under the terms of the offer,  Egg  shareholders  would receive
0.2237 new ordinary  shares in the Company for each Egg share.  In January 2006,
the Company  announced  that it had received  acceptances in respect of 80.3% of
the shares that it did not already own and that it would  extend the offer until
further  notice.  In February 2006, the Board of Egg announced the de-listing of
Egg shares.  Full  acceptance  of the offer would result in the issue of 41m new
ordinary  shares in the Company  representing  1.7% of its issued ordinary share
capital as enlarged by this acquisition.

SUPPLEMENTARY IFRS BASIS RESULTS

Additional IFRS basis information to enable consistent comparison of results for
Prudential's insurance operations

This information does not form part of the IFRS basis results to be reported in
the statutory financial statements.

The statutory basis results included in this announcement are for the years 2005
and 2004. These results reflect  significant changes of accounting policies from
those  previously  applied  under UK GAAP.  For all except three IFRS  standards
these changes have been applied  consistently  in preparing the results for both
years.  However, as permitted by the IFRS transition rules, 2005 results include
the  effects  of  adoption  of the  standards  IAS 32, IAS 39 and IFRS 4 for the
Group's insurance and other operations from 1 January 2005. The 2004 comparative
results in those statements are therefore prepared on an inconsistent basis.

The "Pro forma IFRS basis" comparative  results shown below for 2004 reflect the
estimated  effect on the Group's  2004  results if IAS 32, IAS 39 and IFRS 4 had
been applied from 1 January 2004 to the Group's insurance operations.

The main  purpose of  providing  this pro forma  information  is to present  the
operating results for the UK insurance  business and short-term  fluctuations in
investment  returns for Jackson National Life (JNL) on a consistent basis. Under
IAS 39 and IFRS 4, the assets and liabilities of certain unit-linked and similar
contracts of the UK insurance business are subject to  re-measurement.  For JNL,
derivatives held for economic hedging purposes are fair valued under IAS 39 with
value  movements  recorded in the income  statement  giving rise to  significant
levels of  volatility.  In addition debt  securities of JNL are fair valued with
value movements taken directly to shareholders reserves through the statement of
changes in equity.



                                                         Based on Pro forma IFRS
                                                   statutory IFRS  basis results
                                                    basis results
Summary results                                         2005 GBPm      2004 GBPm
-----------------------------------                     ---------       --------
                                                                    
Operating profit from continuing operations
based on longer-term investment returns (note 1)              957            699
Goodwill impairment charge                                   (120)             -
Short-term fluctuations in investment returns on
shareholder-backed business (note 2)                          211            293
Shareholders' share of actuarial and other gains
and losses on defined benefit pension schemes                 (50)            (7)
-----------------------------------                     ---------       --------
Profit from continuing operations before tax
attributable to shareholders (including
actual investment returns)                                    998            985
Tax attributable to shareholders' profits                    (241)          (290)
-----------------------------------                     ---------       --------
Profit from continuing operations after tax                   757            695
Discontinued operations (net of tax)                            3            (94)
-----------------------------------                     ---------       --------
Profit for the year                                           760            601
-----------------------------------                     ---------       --------

Attributable to:
Equity holders of the Company                                 748            602
Minority interests                                             12             (1)
-----------------------------------                     ---------       --------
Profit for the year                                           760            601
-----------------------------------                     ---------       --------

Earnings per share
Continuing operations
-----------------------
From operating profit, based on longer-term
investment returns after related tax and minority
interests of GBP761m (GBP481m)                              32.2p          22.7p
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)                                  5.9p           9.0p
Adjustment for post-tax shareholders' share of
actuarial and other gains and losses on defined
benefit pension schemes                                    (1.5)p         (0.2)p
-----------------------------------                     ---------       --------
Based on profit from continuing operations
after tax and minority interests of GBP745m (GBP669m)       31.5p          31.5p
-----------------------------------                     ---------       --------
Discontinued operations
-------------------------
Based on post-tax profit (loss) from discontinued
operations (after minority interests)                        0.1p          (3.1)p
-----------------------------------                     ---------       --------
Based on profit for the year after minority
interests of GBP748m (GBP602m)                              31.6p          28.4p
-----------------------------------                     ---------       --------



SUPPLEMENTARY IFRS BASIS RESULTS

Additional IFRS basis information to enable consistent comparison of results for
Prudential's insurance operations

This information does not form part of the IFRS basis results to be reported in
the statutory financial statements.



                                                                                      Based on Pro forma IFRS
                                                                                statutory IFRS  basis results
                                                                                 basis results
CHANGES IN EQUITY (NET OF MINORITY
INTERESTS)                                                                           2005 GBPm      2004 GBPm
------------------------------------                                                 ---------       --------
                                                                                                  
Other Reserves
Profit for the year                                                                        748            602

Items recognised directly in equity:
Exchange movements                                                                         268           (191)
Movement on cash flow hedges                                                                (4)             -
Unrealised valuation movements on securities classified as available-for-sale:
Unrealised investment losses, net                                                         (751)          (106)
Related change in amortisation of deferred income and acquisition
costs                                                                                      307             74
Related tax                                                                                218             23
------------------------------------                                                 ---------       --------
Total items recognised directly in
equity                                                                                      38           (200)
------------------------------------                                                 ---------       --------
Total income and expense for the year                                                      786            402
------------------------------------                                                 ---------       --------
Cumulative effect of changes in accounting principles on adoption of IAS 32,
IAS 39 and IFRS 4, net of applicable taxes, at 1 January 2005
Statutory IFRS basis                                                                       226              -
less: Pro forma adjustment reflected in adjusted shareholders' equity at 1
January 2005 (as reflected in statement of changes in equity - see
below) for impact of adoption of IAS 32, IAS 39 and IFRS 4 for insurance
operations                                                                                (251)             -
------------------------------------                                                 ---------       --------

Pro forma IFRS basis (i.e. transition adjustment in respect of banking and other
non-insurance operations)                                                                  (25)             -
Dividends                                                                                 (380)          (323)
Reserve movements in respect of share-based payments                                        15             10

Share capital and share premium

Proceeds from Rights Issue, net of expenses                                                  -          1,021
Other new share capital subscribed                                                          55            119
Treasury shares
Movement in own shares purchased in respect of share-based
payment plans                                                                                0             (2)
Movement on Prudential plc shares purchased by unit trusts newly
consolidated under IFRS                                                                      3             14
------------------------------------                                                 ---------       --------
Net increase in shareholders' equity                                                       454          1,241
------------------------------------                                                 ---------       --------

Shareholders' equity at beginning of year
-------------------------------------------
As previously reported under UK GAAP                                                     4,281          3,240
Changes arising from adoption of statutory IFRS                                            208             53
------------------------------------                                                 ---------       --------
Statutory IFRS basis                                                                     4,489          3,293
Pro forma basis adjustments for estimated impact if IAS 32, IAS 39,
and IFRS 4 had been adopted from 1 January 2004 for insurance
operations                                                                                 251            206
------------------------------------                                                 ---------       --------
Pro forma IFRS basis                                                                     4,740          3,499
------------------------------------                                                 ---------       --------
Shareholders' equity at end of year                                                      5,194          4,740
------------------------------------                                                 ---------       --------



SUPPLEMENTARY IFRS BASIS RESULTS

Additional IFRS basis information to enable consistent comparison of results for
Prudential's insurance operations

This information does not form part of the IFRS basis results to be reported in
the statutory financial statements

NOTES ON THE SUPPLEMENTARY IFRS BASIS RESULTS

1. Operating profit from continuing  operations based on longer-term  investment
returns*


                                                   Based on     Pro forma IFRS
                                             statutory IFRS      basis results
                                              basis results
Results
analysis by
business area                                     2005 GBPm          2004 GBPm
------------------------------------              ---------           --------
                                                                  
UK Operations
UK Insurance
Operations                                              400                296
M&G                                                     163                136
Egg                                                      44                 61
------------------------------------              ---------           --------
Total                                                   607                493
------------------------------------              ---------           --------
US Operations
Jackson National Life                                   348                296
Broker-dealer and fund management
(including Curian losses of GBP10m and
(GBP29m))                                                14                (14)
------------------------------------              ---------           --------
Total                                                   362                282
------------------------------------              ---------           --------
Asian Operations
Long-term business                                      195                117
Fund management                                          12                 19
Development expenses                                    (20)               (15)
------------------------------------              ---------           --------
Total                                                   187                121
------------------------------------              ---------           --------
Other income and expenditure
Investment return and other income                       87                 44
Interest payable on core structural
borrowings                                             (175)              (154)
Corporate expenditure:
Group Head Office                                       (70)               (51)
Asia Regional Head Office                               (30)               (29)
Charge for share-based payments for
Prudential schemes                                      (11)                (7)
------------------------------------              ---------           --------
Total                                                  (199)              (197)
------------------------------------              ---------           --------
Operating profit from continuing
operations based on longer-term
investment returns                                      957                699
------------------------------------              ---------           --------



* IFRS basis operating  profit from continuing  operations  based on longer-term
investment returns excludes goodwill impairment charges, short-term fluctuations
in  investment  returns,  and the  shareholders'  actuarial  and other gains and
losses on defined  benefit  pension  schemes.  The  amounts  for these items are
included in total IFRS profit as shown elsewhere in this announcement.

2. Short-term fluctuations in investment returns



                                                   Based on     Pro forma IFRS
                                             statutory IFRS      basis results
                                              basis results
                                                  2005 GBPm          2004 GBPm
------------------------------------              ---------           --------
                                                                   
US Operations:
Movement in market value of derivatives
used for economic hedging purposes                      122                144
Actual less longer-term investment
returns for other items                                  56                 61
Asian Operations                                         32                 37
Other Operations                                          1                 51
------------------------------------              ---------           --------
                                                        211                293
------------------------------------              ---------           --------





                                   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 16 March, 2006

                                     PRUDENTIAL PUBLIC LIMITED COMPANY

                                     By: /s/  Jon Bunn

                                              Jon Bunn
                                              Director of Public Relations