Document


ASSETS
Investment in Prudential's Gibraltar Fund, Inc., at fair value	$	3,725,759

Net Assets	$	3,725,759

NET ASSETS, representing:
Accumulation units	$	3,608,134
Contracts in payout (annuitization period)	95,598
Equity of The Prudential Insurance Company of America	22,027
	$	3,725,759

Planholder units outstanding	8,015

Fund shares held	184,352
Fund net asset value per share	$	20.21
Investment in fund shares, at cost	$	3,838,336



INVESTMENT INCOME
Dividend income	$	—

EXPENSES
Charges for mortality and expense risk, and for administration	21,360

NET INVESTMENT INCOME (LOSS)	(21,360)

NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Capital gains distributions received	195,481
Net realized gain (loss) on shares redeemed	7,114
Net change in unrealized appreciation (depreciation) on investments	1,072,289

NET GAIN (LOSS) ON INVESTMENTS	1,274,884

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	1,253,524

For the years ended December 31, 2023 and 2022



	December 31,
	2023		2022

OPERATIONS
Net investment income (loss)	$	(21,360)	$	(27,753)
Capital gains distributions received	195,481		305,510
Net realized gain (loss) on shares redeemed	7,114		289,647
Net change in unrealized appreciation (depreciation) on investments	1,072,289		(2,965,018)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	1,253,524		(2,397,614)

PLANHOLDER TRANSACTIONS

Annuity payments	(12,315)		(13,595)
Surrenders, withdrawals and death benefits	(874,565)		(909,266)
Net transfers	46,411		(36,439)


NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM PLANHOLDER TRANSACTIONS	(840,469)		(959,300)

NET INCREASE (DECREASE) IN NET ASSETS RETAINED IN THE ACCOUNT	23,443		(649,675)

TOTAL INCREASE (DECREASE) IN NET ASSETS	436,498		(4,006,589)

NET ASSETS
Beginning of year	3,289,261		7,295,850
End of year	$	3,725,759	$	3,289,261

PLANHOLDER UNITS
Beginning units	6,763		9,219
Units issued	2,486		375
Units redeemed	(1,234)		(2,831)
Ending units	8,015		6,763

Prudential’s Annuity Plan Account-2 (the “Account”) was established under the laws of the State of New Jersey on June 11, 1968 as a separate investment account of The Prudential Insurance Company of America (“Prudential”), which is a wholly-owned subsidiary of Prudential Financial, Inc. (“Prudential Financial”). Under applicable insurance law, the assets and liabilities of the Account are clearly identified and distinguished from the other assets and liabilities of Prudential. Proceeds from purchases of the Flexible Purchase Payment Contract and the Single Purchase Variable Payment Contract (individually, a “contract” or “product” and collectively, the “contracts” or “products”) are invested in the Account. The portion of the Account’s assets applicable to the contracts is not chargeable with liabilities arising out of any other business Prudential may conduct.

The Account is registered with the Securities and Exchange Commission (“SEC”) under the Investment Company Act of 1940, as amended, as a unit investment trust. The Account is used in connection with the contracts sold to retirement plans that qualify for federal tax benefits under Sections 401(a), 403(b), 404(a)(2), 408, 457, or 501(c)(3) of the Internal Revenue Code of 1986, as amended.

New sales of the products which invest in the Account have been discontinued. However, premium payments made by planholders will continue to be received by the Account, subject to the rules of the products and any optional benefits, if elected.

The Account is a funding vehicle for the contracts, which offer the option to invest in a subaccount, which in turn invests in shares of the Prudential’s Gibraltar Fund, Inc. (the “Fund”). The Fund is a diversified open-end management investment company and is managed by PGIM Investments LLC (“PGIM Investments”), which is an affiliate of Prudential. The subaccount of the Account indirectly bears exposure to risks which may be interrelated to include, but are not limited to, the market, credit and liquidity risks of the Fund in which it invests. These financial statements should be read in conjunction with the financial statements and footnotes of the Fund. Additional information on the Fund is available upon request to PGIM Investments.

The Account is an investment company and, accordingly, follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board Accounting Standards Codification Topic 946, Financial Services-Investment Companies, which is part of the generally accepted accounting principles in the United States of America (“GAAP”). The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures at the date of the financial statements and the reported amounts of increases and decreases in net assets resulting from operations during the reporting period. Actual results could differ from those estimates. The most significant estimates relate to the valuation of investments in the Fund. Subsequent events have been evaluated through the date these financial statements were issued, and no adjustment or disclosure is required in the financial statements.

Investment - The investment in shares of the Fund is stated at the reported net asset value per share of the Fund, which is based on the fair value of the underlying securities in the Fund. All changes in fair value are recorded as net change in unrealized appreciation (depreciation) on investments in the Statement of Operations.

Security Transactions - Purchase and sale transactions are recorded as of the trade date of the security being purchased or sold. Realized gains and losses on security transactions are determined based upon the first in, first out method.

elected by the annuitant, is 3.50% or 5.00%. The mortality risk is fully borne by Prudential and may result in additional amounts being transferred into the Account by Prudential to cover greater longevity of annuitants than expected. A receivable is established for amounts due to the subaccount from Prudential but not yet received. The amounts are included in “Net transfers” on the Statements of Changes in Net Assets. Once a contract enters the payout period, no planholder initiated transactions are permitted and, therefore, the calculation of unit value is no longer relevant, although still performed. The unit values for such contracts in payout are therefore excluded from the Financial Highlights in Note 7.

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

Level 2 - Fair value is based on significant inputs, other than Level 1 inputs, that are observable for the investment, either directly or indirectly, for substantially the full term of the investment through corroboration with observable market data. Level 2 inputs include the reported net asset value per share of the underlying fund, quoted market prices in active markets for similar investments, quoted market prices in markets that are not active for identical or similar investments, and other market observable inputs.

Prudential is taxed as a “life insurance company” as defined by the Internal Revenue Code. The results of operations of the Account form a part of Prudential Financial’s consolidated federal tax return. No federal, state or local income taxes are payable by the Account. As such, no provision for tax liability has been recorded in these financial statements. Prudential management will review periodically the status of the policy in the event of changes in the tax law.

The Account has extensive transactions and relationships with Prudential and other affiliates. Due to these relationships, it is possible that the terms of these transactions are not the same as those that would result from transactions among wholly unrelated parties. Prudential Financial and its affiliates perform various services on behalf of the Fund in which the Account invests and may receive fees for the services performed. These services include, among other things, investment management, subadvisory, shareholder communications, postage, transfer agency and various other record keeping, administrative and customer service functions.

The Fund has entered into a management agreement with PGIM Investments, an indirect, wholly-owned subsidiary of Prudential Financial. Pursuant to this agreement, PGIM Investments has responsibility for all investment advisory services and supervises the subadviser’s performance of such services. PGIM Investments has entered into a subadvisory agreement with Jennison Associates LLC, an indirect, wholly-owned subsidiary of Prudential Financial.

Prudential Investment Management Services LLC (“PIMS”), an affiliate of PGIM Investments and an indirect, wholly-owned subsidiary of Prudential Financial, serves as the distributor of the shares of the Fund. No distribution or service (12b-1) fees are paid to PIMS as distributor of the shares of the Fund.

Prudential also maintains a position in the Account for purposes of administering activity in the Account, including contract and Fund share transactions. As of December 31, 2023, Prudential’s position in the Account was $22,027, and is included in Equity of The Prudential Insurance Company of America in the Statement of Net Assets.

In the table below, the planholder units and net assets, the investment income ratio, and the ranges of lowest to highest unit values, expense ratios, and total returns are presented for the products offered by Prudential and funded through the Account. Only product designs that had planholder units outstanding during the respective periods were considered when determining the ranges, which exclude Prudential's position in the Account. The summary may not reflect the minimum and maximum contract charges as planholders may not have selected all available contract options offered by Prudential.


	At the year ended								For the year ended
							Net		Investment
	Units	Unit Value					Assets		Income	Expense Ratio**					Total Return***
	(000s)	Lowest-Highest(1)					(000s) (2)		Ratio* (2)	Lowest-Highest(2)					Lowest-Highest(2)
December 31, 2023	8	$	1,881.87	to	$	1,881.87	$	3,704	0.00%	0.38	%	to	0.68	%	47.89	%	to	48.33	%
December 31, 2022	7	$	1,272.51	to	$	1,272.51	$	3,272	0.00%	0.38	%	to	0.68	%	-36.25	%	to	-36.06	%
December 31, 2021	9	$	1,995.97	to	$	1,995.97	$	6,330	0.00%	0.38	%	to	0.68	%	14.48	%	to	14.83	%
December 31, 2020	14	$	1,743.46	to	$	1,743.46	$	6,968	0.17%	0.38	%	to	0.68	%	41.77	%	to	42.19	%
December 31, 2019	15	$	1,229.78	to	$	1,229.78	$	5,312	0.21%	0.38	%	to	0.68	%	32.23	%	to	32.63	%


*			These amounts represent the dividends, excluding distributions of capital gains, received by the Account from the Fund, net of management fees assessed by the fund manager, divided by the average daily net assets. These ratios exclude those expenses, such as mortality and expense risk and administration charges, that result in direct reductions in the unit values. The recognition of investment income by the Account is affected by the timing of the declaration of dividends by the Fund in which the Account invests.

**			These amounts represent the annualized contract expenses of the Account, consisting primarily of mortality and expense risk and administration charges, for each period indicated. The ratios include only those expenses that result in a direct reduction to unit values. Charges made directly to planholder accounts through the redemption of units and expenses of the Fund are excluded.


***			These amounts represent the total returns for the periods indicated, including changes in the value of the Fund, and reflect deductions for all items included in the expense ratio. The total return does not include the AIR elected by the annuitant used to determine the monthly annuity payment nor does it include any expenses assessed through the redemption of units; inclusion of these expenses in the calculation would result in a reduction in the total return presented.

(1)			Amounts exclude contracts in the payout period.
(2)			Amounts exclude Prudential’s position in the Account.

The mortality and expense risk charges are applied daily against the net assets of the Account at an effective annual rate of 0.23% - 0.80%. Mortality risk is the risk that planholders may live longer than estimated and expense risk is the risk that the cost of issuing and administering the contracts may exceed related charges assessed by Prudential. These charges are assessed through a reduction in unit values.

The administration charge is applied daily against the net assets of the Account at an effective annual rate of 0.15% - 0.50%. Administration charge includes costs associated with issuing the contracts, establishing and maintaining records, and providing reports to planholders. This charge is assessed through a reduction in unit values.

Surrenders, withdrawals and death benefits are payments to planholders and beneficiaries made under the terms of the contracts, including amounts that planholders have requested to be withdrawn or paid to them.

We have audited the accompanying statement of net assets of Prudential’s Gibraltar Fund, Inc. of Prudential’s Annuity Plan Account-2 as of December 31, 2023, the related statement of operations for the year then ended, and the statements of changes in net assets for each of the two years in the period ended December 31, 2023, including the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of Prudential’s Gibraltar Fund, Inc. of Prudential’s Annuity Plan Account-2 as of December 31, 2023, the results of its operations for the year then ended, and the changes in its net assets for each of the two years in the period ended December 31, 2023 in conformity with accounting principles generally accepted in the United States of America.

These financial statements are the responsibility of The Prudential Insurance Company of America management. Our responsibility is to express an opinion on the financial statements of the subaccount of Prudential’s Annuity Plan Account-2 based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the subaccount of Prudential’s Annuity Plan Account-2 in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of the investment owned as of December 31, 2023 by correspondence with the transfer agent of the investee mutual fund. We believe that our audits provide a reasonable basis for our opinion.

We have served as the auditor of the subaccount of Prudential’s Annuity Plan Account-2 since at least 2012. We have not been able to determine the specific year we began serving as auditor of the subaccount of Prudential’s Annuity Plan Account-2.


Purchases	$	36,424
Sales	$	874,810