SecProbe.io

CORRESP
1
filename1.htm

PDI SEC Response COMBO

Elizabeth Gioia

Vice President, Corporate Counsel

 The Prudential Insurance Company of America

213 Washington Street, Newark, NJ  07102-2917

Tel   203-402-1624

Elizabeth.gioia@prudential.com

December 15, 2021

VIA EDGAR

Alberto H. Zapata, Esq.

Senior Counsel

Disclosure Review and Accounting Office

Division of Investment Management

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC  20549

Re:    Response to SEC Staff Comments on Registration Statement

    Pruco Life Flexible Premium Variable Annuity Account

    Post-effective Amendment No. 18 to Registration Statement on Form N-4

SEC File Nos. 333-184541 and 811-07325

Dear Mr. Zapata:

On behalf of the above-referenced Registrant, below are responses to Staff oral comments received on December 1, 2021 to Post-effective Amendment No. 18 to Registration Statement noted above. Included in this submission are a revised prospectus, revised statement of additional information cover page and revised Item 27 of Registration Statement Part C which incorporate the changes described below.

The Staff’s comments regarding the Prudential Defined Income Variable Annuity and our proposed responses are as follows:

1.ISP and Template Filing

Confirm that there is no ISP that’s intended to be used with the contract and indicate whether this registration will be used as a template filing or not for other registrations.

Response:  We confirm that this contract will not be using an ISP. This registration will be used as a template filing for Prudential Defined Income Variable Annuity – NY version (333-184542).  Registrant will provide Staff with a draft request for template relief in the coming weeks.

Alberto H. Zapata, Esq.

December 15, 2021

Page 2

2.Cover Page of Prospectus

a.We note that the legend informing investors about internet availability of reports pursuant to the requirements of rule 30(e)(3) is no longer required after 12/31/21. It is your option to either remove it or keep it.

Response:  We have removed the disclosure that was formerly required under rule 30(e)(3).

b.The website address included in the second paragraph of the rule 30(e)(3) disclosure has a website address that does not match the website address contained in Appendix A. Please confirm that the correct address is being used.

Response:  As we are removing the rule 30(e)(3) language, this is no longer an issue.

3.Key Information Table

a.Please confirm that the Base Contract Charge includes administrative fees.

Response:  We confirm that administrative fees are included in the Base Contract Charge.

b.Please confirm that the Minimum Base Contract Charge of 1.90% is correct. The Defined Income Benefit Charge appears to be the minimum at 1.5%. Is there some other charge that is added into the 1.90% that is shown in the table?

Response:  We confirm that the Minimum Base Contract Charge of 1.90% is correct.  The charge is comprised of the current mortality and expense charge of 0.95%, the administrative fee of 0.15% and the current Defined Income Benefit charge of 0.80% (which is not an optional benefit, as it is included on all contracts).

4.Fee Table section

a.Please confirm that there are no optional benefits that need to be included in the fee table.

    Response:  We confirm that this contract does not offer any optional benefits.

b.Confirm that the Example does include the most expensive combination of contract charges.

Response:  We confirm that the Example contains the most expensive combination of contract charges.

c.Please complete the Example table in a subsequent filing when the data is available.

Response:  The table will be completed in subsequent filing for the 2022 annual update.

d.Consider adding a cross-reference and/or hyperlink to the footnote beneath the Example table to the section explaining the limitation on the ability to annuitize in the first 3 Annuity Years.

Alberto H. Zapata, Esq.

December 15, 2021

Page 3

Response:  We have revised the footnote to cross-reference to the Annuity Options section of the prospectus.

5.Principal Risks

Confirm that all the principal risks associated with any of the optional benefits or other product features have been included.

Response:  We confirm that all principal risks have been included.

6.Purchasing Your Annuity

a.In the heading of “General Impact of New Limitation” on the next line, clarify what the new limitations are in the heading or within the paragraph following the heading. Consider whether the first paragraph under the heading of “General Impact of New Limitation” can be redrafted to be a little clearer.

Response:  We have removed the “General Impact of New Limitation” section in its entirety.  Disclosure from this section that is not elsewhere in the prospectus have been incorporated into the Additional Purchase Payments paragraph included in the “Purchasing Your Annuity” section.

b.Remove the disclosure related to free look procedures to the extent it’s no longer applicable.

Response:  We have deleted the ”Right to Cancel” paragraphs discussing the free look procedures.

7.Defined Income Benefit

a.Consider adding “or re-elections” to the end of the first line under the heading of the Defined Income Benefit.

Response:  We have revised the sentence to include “or re-elections” and have made a similar revision to the first line under the heading of the “Purchasing Your Annuity” section.

b.Clarify whether the bolded disclosure relating to rate sheets and applications received in Good Order is still accurate and necessary to purchase new sales and elections and update as necessary.

Response:  The disclosure has been revised to reflect the necessary changes to make it more accurate given that the contract is no longer sold.

8.Statement of Additional Information

The first page of the statement of additional information references a general website for Prudential. Consider revising the website address to be the website address where the contract documents are posted.

Alberto H. Zapata, Esq.

December 15, 2021

Page 4

Response:  We have revised the website address shown in the statement of additional information to be the landing page for accessing the prospectus.

9.Part C, Item 27

The numbering convention for Item 27 does not appear to be correct. Please revise the numbering of the exhibits to conform to Form N-4.

Response:  We have revised the numbering of the exhibits listed under Item 27.

If you have any questions, please call me at (203) 402-1624.

Very truly yours,

/s/Elizabeth Gioia

Elizabeth Gioia

Vice President, Corporate Counsel

PRUCO LIFE INSURANCE COMPANY

Pruco Life Flexible Premium Variable Annuity Account

A Prudential Financial Company

751 Broad Street, Newark, NJ 07102-3777

PRUDENTIAL DEFINED INCOME (PDI) VARIABLE ANNUITY

Flexible Premium Deferred Annuity

This prospectus describes a flexible premium deferred annuity offered by Pruco Life Insurance Company (“Pruco Life”, “we”, “our”, or “us”), which we refer to as the Prudential Defined Income Variable Annuity (“Annuity”). The Annuity provides for the potential accumulation of retirement savings and retirement income through annuitization. The Annuity is intended for retirement or other long-term investment purposes. This prospectus describes all material rights and obligations of Annuity owners under the Annuity contracts.

If you are receiving this prospectus, it is because you currently own the Annuity.  The Annuity is no longer offered for new sales.

Please read this prospectus and retain it for future reference.

The Annuity or its investment option and/or features may not be available in all states.

In compliance with U.S. law, Pruco Life delivers this prospectus to current contract owners that reside outside of the United States. In addition, we may not market or offer benefits, features or enhancements to prospective or current contract owners while outside of the United States.

This Annuity is NOT a deposit or obligation of, or issued, guaranteed or endorsed by, any bank, and is NOT insured or guaranteed by the U.S. government, the Federal Deposit Insurance Corporation (FDIC), the Federal Reserve Board or any other agency. An investment in an annuity involves investment risks, including possible loss of value.

THIS SECURITY HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Additional information about certain investment products, including variable annuities, has been prepared by the Securities and Exchange Commission’s staff and is available at www.investor.gov.

FOR FURTHER INFORMATION CALL 1-888-PRU-2888 OR VISIT: WWW.PRUDENTIAL.COM

Prospectus Dated: [   ], 2022    Statement of Additional Information Dated: [    ], 2022

PDIPROS

CONTENTS

GLOSSARY OF TERMS 1

KEY INFORMATION 3

OVERVIEW OF THE ANNUITY 5

FEE TABLE 6

PRINCIPAL RISKS OF INVESTING IN THE ANNUITY 8

INVESTMENT OPTION 9

FEES, CHARGES AND DEDUCTIONS 10

TRADITIONAL ANNUITY PAYMENT OPTION CHARGES 12

EXCEPTIONS/REDUCTIONS TO FEES AND CHARGES 12

PURCHASING YOUR ANNUITY 13

REQUIREMENTS FOR PURCHASING THE ANNUITY 13

SETTING UP YOUR ANNUITY 14

MANAGING YOUR ANNUITY 16

CHANGE OF OWNER, ANNUITANT AND BENEFICIARY DESIGNATIONS 16

ACCESS TO YOUR ACCOUNT VALUE 18

TYPES OF DISTRIBUTIONS AVAILABLE TO YOU 18

SYSTEMATIC WITHDRAWALS FROM YOUR ANNUITY DURING THE ACCUMULATION PERIOD 18

SYSTEMATIC WITHDRAWALS UNDER SECTIONS 72(t)/72(q) OF THE INTERNAL REVENUE CODE 18

REQUIRED MINIMUM DISTRIBUTIONS 19

SURRENDERS 21

SURRENDER VALUE 21

MEDICALLY-RELATED SURRENDERS 21

ANNUITY OPTIONS 22

BENEFITS AVAILABLE UNDER THE ANNUITY 24

DEFINED INCOME BENEFIT 25

DEATH BENEFIT 30

DEATH BENEFIT UNDER THE DEFINED INCOME BENEFIT 30

DEATH BENEFIT UPON TERMINATION OF THE DEFINED INCOME BENEFIT 30

GENERAL DEATH BENEFIT PROVISIONS 31

SPOUSAL CONTINUATION OF YOUR ANNUITY 31

PAYMENT OF DEATH BENEFITS 32

VALUING YOUR INVESTMENT 34

VALUING THE SUB-ACCOUNT 34

PROCESSING AND VALUING TRANSACTIONS 34

TAX CONSIDERATIONS 36

NONQUALIFIED ANNUITIES 36

QUALIFIED ANNUITIES 39

ADDITIONAL CONSIDERATIONS 45

OTHER INFORMATION 46

HOW WILL I RECEIVE STATEMENTS AND REPORTS?  46

WHO IS PRUCO LIFE? 46

WHAT ARE THE SEPARATE ACCOUNTS? 46

WHAT IS THE LEGAL STRUCTURE OF THE UNDERLYING FUND? 47

WHO DISTRIBUTES ANNUITIES OFFERED BY PRUCO LIFE? 49

FINANCIAL STATEMENTS 51

LEGAL PROCEEDINGS 51

HOW TO CONTACT US 51

APPENDIX A - PORTFOLIO AVAILABLE UNDER THE ANNUITY A-1

(i)

APPENDIX B - SPECIAL CONTRACT PROVISIONS FOR ANNUITIES ISSUED IN CERTAIN STATES B-1

APPENDIX C - DEFINED INCOME BENEFIT SAMPLE CALCULATIONS C-1

(ii)

GLOSSARY OF TERMS

We set forth here definitions of some of the key terms used throughout this prospectus. In addition to the definitions here, we also define certain terms in the section of the prospectus that uses such terms.

Account Value: The total value of all allocations to the Sub-account on any Valuation Day.

Accumulation Period: The period of time from the Issue Date through the last Valuation Day immediately preceding the Annuity Date.

Annuitant: The natural person upon whose life annuity payments are based.

Annuitization: The process by which you direct us to apply the Account Value to one of the available annuity options to begin making periodic payments.

Annuity Date: The date on which we apply your Account Value to the applicable annuity option and begin the payout period. As discussed in the Annuity Options section, there is an age by which you must begin receiving annuity payments, which we call the “Latest Annuity Date.”

Annuity Year: The first Annuity Year begins on the Issue Date and continues through and includes the day immediately preceding the first anniversary of the Issue Date. Subsequent Annuity Years begin on the anniversary of the Issue Date and continue through and include the day immediately preceding the next anniversary of the Issue Date.

Beneficiary(ies): The natural person(s) or entity(ies) designated as the recipient(s) of the Death Benefit or to whom any remaining period certain payments may be paid in accordance with the annuity payout options section of this Annuity.

Code: The Internal Revenue Code of 1986, as amended from time to time and the regulations promulgated thereunder.

Contingent Annuitant: The natural person named to become the Annuitant upon the death of Annuitant prior to the Annuity Date.  A Contingent Annuitant may be named only in limited circumstances involving an Annuity issued to a Custodial Account or to a tax-qualified retirement plan.

Contingent Deferred Sales Charge (“CDSC”): This is a sales charge that may be deducted when you make a surrender or take a partial withdrawal from your Annuity. We refer to this as a “contingent” charge because it is imposed only if you surrender or take a withdrawal from your Annuity. The charge is a percentage of each applicable Purchase Payment that is being surrendered or withdrawn.

Custodial Account:  A trust or custodial account that qualifies as an individual retirement account as defined in Section 408(a) of the Code, including a Roth IRA that satisfies the definitions in Sections 408(a) and 408A of the Code.

Due Proof of Death: Due Proof of Death is satisfied when we receive all of the following in Good Order: (a) a death certificate or similar documentation acceptable to us; (b) all representations we require or which are mandated by applicable law or regulation in relation to the death claim and the payment of death proceeds (representations may include, but are not limited to, trust or estate paperwork (if needed); consent forms (if applicable); and claims forms from at least one beneficiary); and (c) any applicable election of the method of payment of the death benefit, if not previously elected by the Owner, by at least one Beneficiary.

Excess Income: All or any portion of a Lifetime Withdrawal that causes cumulative withdrawals in that Annuity Year to exceed the Guaranteed Income Amount for that Annuity Year. Each withdrawal of Excess Income proportionally reduces the Guaranteed Income Amount available for future Annuity Years.

First Death: The first of the Spousal Designated Lives to die.

Good Order: Good Order is the standard that we apply when we determine whether an instruction is satisfactory. An instruction will be considered in Good Order if it is received at our Service Center: (a) in a manner that is satisfactory to us such that it is sufficiently complete and clear that we do not need to exercise any discretion to follow such instruction and complies with all relevant laws and regulations; (b) on specific forms, or by other means we then permit (such as via telephone or electronic submission); and/or (c) with any signatures and dates as we may require. We will notify you if an instruction is not in Good Order.

Guaranteed Income Amount (“GIA”): This is the annual amount of income you are eligible to receive for life under the Guaranteed Income Amount Option described in the section of the Prospectus titled “Defined Income Benefit.” The initial Guaranteed Income Amount is determined by multiplying the applicable Income Percentage by the Account Value on the Issue Date.

Income Growth Rate: The Income Growth Rate is the guaranteed compounded effective rate of return credited to your Guaranteed Income Amount up until your first Lifetime Withdrawal. The Income Growth Rate is set at Annuity issue, and will not change for the life of your Annuity. The rate is an annual effective rate and compounds daily.

Income Percentage: The Income Percentage is used to determine the Guaranteed Income Amount associated with each Purchase Payment when it is allocated to the Annuity. The percentage is based on the attain