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Response Letter

 Peter B. Sayre

 Senior
Vice President and Principal Accounting Officer

 100 Mulberry Street, Newark NJ 07102-2917

Tel 973 802-6309    Fax 973 802-9065

 September 7, 2012

 Via EDGAR

 Mr. Jim B. Rosenberg

Senior Assistant Chief Accountant

 U.S.
Securities and Exchange Commission

 Division of Corporation Finance

 Mail Stop 4720

 100 F Street, N.E.

 Washington, DC 20549

 RE:

 Prudential Financial, Inc. (the “Company”)

 Form 10-K for Fiscal Year Ended December 31, 2011

 Filed February 24, 2012

Form 10-Q for the Quarterly Period Ended March 31, 2012

 Filed May 4, 2012

 File No. 001-16707

 Dear Mr. Rosenberg:

 We received your letter dated August 2, 2012, setting forth comments of the staff of the Securities and Exchange Commission (the “Commission”) on the Company’s Annual Report on Form
10-K for the fiscal year ended December 31, 2011 (the “2011 Form 10-K”) and the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2012 (the “March 2012 Form 10-Q”). For your
convenience, we have included the staff’s comments below along with our responses.

 Form 10-K for Fiscal Year Ended December 31,
2011

Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations

 Executive Summary

 Industry Trends, page 83

1.
 You state that the low interest rate environment has impacted the profitability of certain products you offer and returns on your investments.
Please provide us proposed disclosure to be included, in MD&A, in future periodic reports that discloses the expected effects of this known trend or uncertainty on your future financial position, results of operations and cash flows. To the
extent that information about the amount you expect to have to reinvest new cash flows or to reinvest at lower rates, or information about the amount of products you are committed at guaranteed rates is necessary to understand these effects, please
include these amounts and their effects in your proposed disclosure to the extent known.

 Mr. Jim B. Rosenberg

U.S. Securities and Exchange Commission

 September 7, 2012

  Page
 2

 Response:

Assuming no change in facts requiring different disclosure, the Company proposes to include disclosure to the following
effect in future periodic filings, beginning with its Form 10-Q for the quarterly period ended September 30, 2012:

 The low interest rate environment in the U.S. has resulted in our current reinvestment yields being lower than the overall portfolio income yield, primarily for our investments in fixed maturity
securities and commercial mortgage loans. With the Federal Reserve Board’s decision to keep interest rates low through at least 2014, our portfolio income yields are expected to continue to decline in future periods.

Within our domestic Financial Services Businesses, financial results of business with long-duration
contracts with fixed and guaranteed crediting rates, or floors that limit crediting rate reductions, are most impacted by a prolonged low interest rate environment. Also impacted are financial results of business with long duration products that do
not have stated crediting rate guarantees but for which underlying assets may have to be reinvested at interest rates that are lower than portfolio rates, such as group annuities, structured settlements and term insurance.

For the domestic Financial Services Businesses’ general account, we expect approximately 10% of
the fixed maturity securities and commercial mortgage loans to mature annually through 2014. The domestic Financial Services Businesses’ general account has approximately $xxx billion of such assets (based on net carrying value) as of [quarter
end date]. As these assets mature, the current average portfolio income yield of approximately 5% is expected to decline due to reinvesting in a lower interest rate environment.

In order to mitigate the unfavorable impact that the current interest rate environment has on our net
interest margins for our domestic Financial Services Businesses, we have been proactive and disciplined in our asset-liability management, which includes our duration management and crediting rate strategies. Prudential’s interest rate exposure
is also mitigated by its business mix, as we have limited exposure to long-term care business and fixed annuities, and universal life represents a small portion of our individual life business in force. In addition, within our Retirement business, a
substantial portion of our stable value account values have very low crediting rate floors.

 Mr. Jim B. Rosenberg

U.S. Securities and Exchange Commission

 September 7, 2012

  Page
 3

 Our Japanese insurance operations have experienced a
prolonged low interest rate environment for many years. These operations issue recurring payment and single premium products that are denominated in both Japanese yen and U.S. dollars, as well as fixed annuity products that are denominated in U.S.
dollars. For the Japanese yen-denominated products, the exposure to decreased interest rates is limited as our Japanese insurance operations have considered the prolonged low interest rate environment in product pricing, and a rigorous
asset-liability management program, which includes our duration management and crediting rate strategies, further limits our exposure. For the U.S. dollar-denominated recurring payment products, our exposure to low interest rates in the U.S. is also
limited by our asset-liability management program. For the U.S. dollar-denominated single premium and fixed annuity products, the risk of reduced interest rates is limited, as these products are re-priced regularly to reflect current market interest
rates.

 Results of Operations for the Financial Services Businesses by Segment

 Individual Annuities, page 107

2.
 On page 115 you disclose that the fair value of the living benefit embedded derivative liability was $8.3 billion less a cumulative adjustment
for NPR of $5.5 billion for a net amount of $2.8 billion. On page 116 you disclose that you recognized a net benefit from changes in the embedded derivative liability and hedge positions of $3.0 billion in 2011 and $37 million in 2010. These amounts
included favorable NPR adjustments of $4.8 billion and $412 million, respectively. You explain these NPR adjustments as due to changes in the base of embedded derivative liabilities and credit spreads. However, the magnitude of these adjustments
does not seem reasonable in relation to the gross amount of the embedded derivative. Please demonstrate to us how changes in the base of embedded derivative liabilities and credit spreads could produce such significant changes in your NPR adjustment
and why the cumulative amount reduces the gross amount by approximately 66% in 2011. Also, please provide us proposed disclosure to be included, in MD&A, in future periodic reports that shows the sensitivity of your operating results to
reasonably likely future changes in your credit spreads as it pertains to these embedded derivatives.

 Mr. Jim B. Rosenberg

U.S. Securities and Exchange Commission

 September 7, 2012

  Page
 4

 Response:

In the Notes to Consolidated Financial Statements included in Item 8 of the Company’s Annual Report on Form 10-K
for the fiscal year ended December 31, 2011, on page 381 the Company disclosed the following in regards to its incorporation of NPR in the valuation of the embedded derivatives associated with its optional living benefit features:

“To reflect NPR, the Company incorporates an additional credit spread over LIBOR rates into the
discount rate used in the valuations of the embedded derivatives associated with its optional living benefit features. The additional credit spread over LIBOR rates is determined taking into consideration publicly available information relating to
the financial strength of the Company’s insurance subsidiaries, as indicated by the credit spreads associated with funding agreements issued by these subsidiaries. The Company adjusts these credit spreads to remove any illiquidity risk premium,
which is subject to a floor based on a percentage of the credit spread. The additional credit spread over LIBOR rates incorporated into the discount rate as of December 31, 2011 generally ranged from 150 to 250 basis points for the portion of
the interest rate curve most relevant to these liabilities.”

 The absolute size of both periodic changes
and the cumulative impact of NPR are driven primarily by the size of the embedded derivative liability before applying NPR, and the proportion of the NPR credit spread relative to the overall discount rate used in the valuation.

The long duration of expected benefit payments to customers impacts the size of the fair value of the embedded derivative
liability. The fair value of this liability is calculated as the present value of future expected benefit payments to customers less the present value of future expected assessed rider fees collected from customers and attributed to the embedded
derivative. The expected benefit payments are extremely long-dated. As of December 31, 2011, the absolute level of expected benefit payments peaks about 25 years into the projection, with sizeable benefit payments continuing 30 or more years
into the future. The assessed rider fees are collected quarterly beginning from contract inception and, therefore, generally have a much shorter duration relative to the projected benefit payments.

As noted in the above referenced disclosure, the present value calculation uses a discount rate that is determined based
on LIBOR plus a credit spread based on the Company’s NPR. During 2011, LIBOR rates declined significantly which, if all else had been equal, would have increased the fair value of this liability. In that scenario, the impact of NPR would also
have increased solely due to the increase in the fair value of the liability. However, during 2011, our credit spreads widened, further increasing the adjustment to the liability attributable to NPR. At December 31, 2011, at the 30 year point
of the yield curve, the valuation of the applicable embedded derivative liability utilized a LIBOR rate of 2.62% and an additional NPR credit spread of 2.58%.

 Mr. Jim B. Rosenberg

U.S. Securities and Exchange Commission

 September 7, 2012

  Page
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 As a simple illustration, the present value of a $100 million expected
claim to be paid 30 years from today is $46 million discounted based on a 30 year LIBOR rate of 2.62%. After the additional NPR credit spread of 2.58% is added, the discount rate is increased to 5.20%, and the present value declines to $22 million,
a 52% reduction due to the addition of the NPR spread.

 Based on the long duration of the expected benefit
payments and the size of the NPR credit spreads used in valuing the embedded derivative liability, the Company believes the NPR adjustment, as well as its percentage of the embedded derivative liability, is reasonable.

The Company proposes the following changes to Item 7A “Quantitative and Qualitative Disclosures About Market
Risk,” regarding the sensitivity of its operating results to reasonably likely future changes in the Company’s credit spreads as it pertains to these embedded derivatives, to be included in its 2012 Annual Report on Form 10-K:

As discussed in Note 20 to the Consolidated Financial Statements, the fair value of the embedded
derivatives associated with our variable annuity optional living benefit features is impacted by NPR. The additional credit spread over LIBOR rates incorporated into the discount rate as of December 31, 2012 to reflect NPR in the valuation of
these embedded derivatives ranged from xx to xx basis points. The following table provides a demonstration of the sensitivity of these embedded derivatives to our NPR credit spread by quantifying the adjustments that would be required assuming both
a 50 basis point parallel increase and decrease in our NPR credit spreads. While the information below is for illustrative purposes only and does not reflect our expectations regarding our credit spreads, it is a near-term, reasonably possible
change that illustrates the potential impact of such a change. This information considers only the direct effect of changes in our credit spread on operating results due to the change in these embedded derivatives and not changes in any other
assumptions such as persistency, utilization and mortality, and also excludes the effect of these changes on DAC or other balances.

December 31, 2012

Increase/(Reduction)
in Embedded
Derivative

(in millions)

 Increase in credit spread by 50 basis points

$
xx

 Decrease in credit spread by 50 basis points

$
xx

 Mr. Jim B. Rosenberg

U.S. Securities and Exchange Commission

 September 7, 2012

  Page
 6

 Notes to Consolidated Financial Statements

10. Policyholders’ Liabilities, page 324

3.
 Your premium deficiency reserve amounted to $2.4 billion at December 31, 2011, of which $1.4 billion “related to net unrealized gains
on securities classified as available for sale” and $2.0 billion at December 31, 2010, of which $932 million “related to net unrealized gains on securities classified as available for sale,” as described on page 192. Please
explain to us how unrealized gains relate to the premium deficiency reserve and how all of these amounts were recognized in your financial statements.

Response:

Premium deficiency reserves are established, if necessary, when the liability for future policy benefits plus the present
value of expected future gross premiums are determined to be insufficient to provide for the present value of expected future policy benefits and expenses and to recover any unamortized policy acquisition costs. Additional premium deficiency
reserves are established if the Company determines that existing reserves may be insufficient if certain investments in a net unrealized gain position were sold and the resulting proceeds were reinvested in lower yielding securities.

In the Notes to Consolidated Financial Statements included in Item 8 of the Company’s Annual Report on Form
10-K for the fiscal year ended December 31, 2011, on page 325 the Company disclosed the following in regards to premium deficiency reserves (emphasis added):

“Liabilities of $2,447 million and $2,001 million, as of December 31, 2011 and 2010,
respectively, are included in “Future Policy Benefits” with respect to these deficiencies, of which $1,432 million and $926 million as of December 31, 2011 and 2010, respectively, relate to net unrealized gains on securities
classified as available-for-sale.”

 These premium deficiency reserves, including the portions related to
net unrealized gains on securities classified as available-for-sale, primarily relate to single premium contracts classified as “Limited-Payment Contracts,” as that term is defined in ASC 944-20-20 (Financial
Services—Insurance—Insurance Activities—Glossary).

 The vast majority of the assets supporting
the liabilities for which these premium deficiency reserves have been established are fixed maturity bonds classified as “Available-for-Sale Securities” per ASC 320 (Investments—Debt and Equity Securities). In establishing premium
deficiency reserves, the Company considered the provisions of ASC 320-10-S99-2 (SEC Staff Announcement: Adjustments in Assets and Liabilities for Holding Gains and Losses as Related to the Implementation of Subtopic 320-10) in determining whether
adjustments should be made

 Mr. Jim B. Rosenberg

U.S. Securities and Exchange Commission

 September 7, 2012

  Page
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to the reserves related to the net unrealized gains associated with the available-for-sale fixed maturity bonds supporting these reserves. ASC 320-10-S99-2 addresses whether certain assets and
liabilities, including certain life insurance policyholder liabilities, should be adjusted with a corresponding adjustment to shareholders’ equity at the s