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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

 April 23, 2013

 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, 2012

 Filed February 22,
2013

 File No. 001-16707

 Dear Mr. Rosenberg:

 We received your letter dated
April 9, 2013, 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, 2012 (the “2012 Form
10-K”). For your convenience, we have included the staff’s comments below along with our responses.

 Form 10-K for Fiscal Year
Ended December 31, 2012

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

 Impact of Low Interest Rate Environment, page 65

1.
Please provide us proposed disclosure to be included in future periodic filings that further disaggregates insurance product account values for the “greater
than 1%” contracts above guaranteed minimum crediting rates (e.g. 1-3%, 3-5%, above 5% etc.).

Response:

 As of March 31, 2013, nearly all of the Company’s domestic Financial Services Businesses account values with guaranteed minimum crediting rates had less than a 2% difference between the interest
rates currently being credited to contractholders, and the respective guaranteed minimums. Therefore, assuming no change in facts requiring different disclosure, the Company proposes to include the following presentation of domestic Financial
Services Businesses

 Mr. Jim B. Rosenberg

 U.S. Securities and Exchange Commission

 April 23, 2013

 Page
 2

account values with guaranteed minimum crediting rates in future annual filings, beginning with its Form 10-K for the fiscal year ended December 31, 2013:

Account
Value

% of Total

($ billions)

 Contracts at guaranteed minimum crediting rate

$
xx

xx
%

 Contracts above guaranteed minimum crediting rate by:

 0% - 0.49%

xx

xx

 0.5% - 0.99%

xx

xx

 1% - 1.49%

xx

xx

 1.5% - 2%

xx

xx

 greater than 2%

xx

xx

 Total contracts with guaranteed minimum crediting rates

$
xx

xx
%

2.
Provide us proposed disclosure to be included in future periodic filings that quantifies the amount of fixed maturity investments that are subject to call or
redemption features at the issuer’s option and the weighted average interest rate being earned on these callable or redeemable debt securities.

 Response:

 Assuming no change in facts requiring
different disclosure, the Company proposes to include the following update to the relevant portion of the disclosure shown below, with modified language shown in underline and italics, in future annual filings, beginning with its Form 10-K for the
fiscal year ended December 31, 2013:

 For the domestic Financial Services Businesses’
general account, we expect annual scheduled payments and pre-payments to be approximately 10% of the total fixed maturity securities and commercial mortgage loans through 2014. The domestic Financial Services Businesses’ general account has
approximately $xxx billion of such assets (based on net carrying value) as of December 31, 2013. As these assets mature, the current average portfolio income yield for fixed maturities and commercial mortgage loans of approximately x% is
expected to decline due to reinvesting in a lower interest rate environment. Included in the $xxx billion of fixed maturity securities and commercial mortgage loans are approximately $xx billion that are subject to call or redemption features
at the issuer’s option, of which approximately x% contain prepayment penalties. As of December 31, 2013, these assets had a weighted average interest rate of x%.

 Mr. Jim B. Rosenberg

 U.S. Securities and Exchange Commission

 April 23, 2013

 Page
 3

 Notes to Consolidated Financial Statements

15. Equity

 Dividends, page 284

3.
Please provide us proposed disclosure to be included in future filings quantifying the amount of retained earnings or net income that is restricted or free of
restrictions for payment of dividends by Prudential Financial, Inc. to its stockholders as required by Rule 4-08(e)(1) of Regulation S-X.

 Response:

 Assuming no change in facts requiring
different disclosure, the Company proposes to include the following update to the relevant portion of the disclosure shown below, with modified language shown in underline and italics, in future annual filings, beginning with its Form 10-K for the
fiscal year ended December 31, 2013:

 The declaration and payment of
dividends on the Common Stock is limited by New Jersey corporate law, pursuant to which Prudential Financial cannot pay a Common Stock dividend if, after giving effect to that dividend, either (a) the Company would be unable to pay its debts as
they become due in the usual course of its business or (b) the Company’s total assets would be less than its liabilities. This limitation is applied both as if the Financial Services Businesses were a separate corporation and on a
consolidated basis after taking into account dividends on the Class B Stock. In addition, the terms of the Company’s outstanding junior subordinated debt include a “dividend stopper” provision that restricts the payment of dividends
on the Common Stock and Class B Stock if interest payments are not made on the junior subordinated debt. The terms of the Class B Stock also restrict dividends on the Common Stock in certain circumstances as described below.

As of December 31, 2013, the Company’s U.S. GAAP Retained Earnings were
$x.x billion. Other than the above limitations, this amount is free of restrictions for the payment of Common Stock dividends. However, Common Stock dividends will be dependent upon the financial condition, results of operations, cash needs, future
prospects and other factors relating to the Financial Services Businesses, including cash available to Prudential Financial, the parent holding company. The principal sources of funds available to Prudential Financial are dividends and
returns of capital from its subsidiaries, repayments of operating loans from its subsidiaries and cash and short-term investments. The primary uses of funds at Prudential Financial include servicing its debt, operating expenses, capital
contributions and loans to subsidiaries, the payment of declared shareholder dividends and repurchases of outstanding shares of Common Stock if executed under Board authority. As of December 31, 2013, Prudential Financial had cash and short
term investments, excluding amounts held in an intercompany liquidity account, of $x,xxx million.

 Mr. Jim B. Rosenberg

 U.S. Securities and Exchange Commission

 April 23, 2013

 Page
 4

 Future cash available at
Prudential Financial to support the payment of future Common Stock dividends is dependent on the receipt of dividends or other funds from its subsidiaries, the majority of which are subject to comprehensive regulation, including limitations on their
payment of dividends and other transfers of funds, which are discussed below.

 With respect to Prudential Insurance, the Company’s primary domestic insurance subsidiary, New Jersey insurance law provides that, except in the case of extraordinary dividends (as described below),
all dividends or other distributions paid by Prudential Insurance may be paid only from unassigned surplus, as determined pursuant to statutory accounting principles, less cumulative unrealized investment gains and losses and revaluation of assets
as of the prior calendar year-end. As of December 31, 2013, Prudential Insurance’s unassigned surplus was $x,xxx million, and it recorded applicable adjustments for cumulative unrealized investment gains of $x,xxx million. Prudential
Insurance must give prior notification to the New Jersey Department of Banking and Insurance (the “Department”) of its intent to pay any such dividend or distribution. Also, if any dividend, together with other dividends or distributions
made within the preceding twelve months, exceeds the greater of (i) 10% of Prudential Insurance’s statutory surplus as of the preceding December 31 ($xxx million as of December 31, 2013) or (ii) its statutory net gain from
operations excluding realized investment gains and losses for the twelve-month period ending on the preceding December 31 ($xxx million for the year ended December 31, 2013), the dividend is considered to be an “extraordinary
dividend” and requires the prior approval of the Department. Under New Jersey insurance law, Prudential Insurance is permitted to pay a dividend of $xxx million in 2014 without prior approval of the Department.

The laws regulating dividends of the states where the Company’s other domestic
insurance subsidiaries are domiciled are similar, but not identical, to New Jersey’s. Prudential Annuities Life Assurance Corporation (“PALAC”), another domestic insurance subsidiary of Prudential Financial that is domiciled in
Connecticut, is permitted to pay a dividend of $xx million in 2014 with prior notification to the Connecticut Department of Insurance.

The Company’s international insurance operations are subject to dividend
restrictions from the regulatory authorities in the jurisdictions in which they operate. With respect to The Prudential Life Insurance Company Ltd. (“Prudential of Japan”) and Gibraltar Life, the Company’s most significant
international insurance subsidiaries, both of which are domiciled in Japan, Japan insurance law provides that common stock dividends may be paid in an amount of up to 83% of prior fiscal year statutory after-tax earnings, after certain reserving
thresholds are met, including providing for policyholder dividends. If statutory retained earnings exceed 100% of

 Mr. Jim B. Rosenberg

 U.S. Securities and Exchange Commission

 April 23, 2013

 Page
 5

statutory paid-in-capital, 100% of prior year statutory after-tax earnings may be paid, after reserving thresholds are met. Dividends in excess of these amounts and other forms of capital
distribution require the prior approval of the Japan Financial Services Agency (“FSA”). Additionally, Prudential of Japan and Gibraltar Life must give prior notification to the FSA of their intent to pay any dividend or distribution. In
2013, Prudential of Japan paid a dividend of ¥xx.x billion, or $xxx million, which was ultimately paid to Prudential Financial. Prudential of Japan has met the statutory retained earnings level necessary to dividend up to 100% of prior year
statutory after-tax earnings. Prudential of Japan’s and Gibraltar Life’s current regulatory fiscal year will end March 31, 2014, at which time the common stock dividend amount permitted to be paid without prior approval from the FSA
will be determinable. Although Gibraltar Life may be able to pay common stock dividends under applicable legal and regulatory restrictions, Gibraltar Life does not anticipate paying common stock dividends for several years as it anticipates
returning capital through other means, such as the repayment of subordinated debt or preferred stock obligations held by Prudential Financial or affiliates. The prior approval of the FSA is required for such capital distributions.

Additionally, although prior regulatory approval may not be required by law for the
payment of dividends up to the limitations described above, in practice, the Company would typically discuss any dividend payments with the applicable regulatory authority prior to payment. Additionally, the payment of dividends by the
Company’s subsidiaries is subject to declaration by their Board of Directors and may be affected by market conditions and other factors.

Statutory Net Income, Capital and Surplus, page 285

4.
 Although you disclose on page 286 that you and your insurance subsidiaries currently meet and exceed the minimum capital requirements, provide us
proposed disclosure to be included in future filings of quantifying the amount of statutory capital and surplus necessary to satisfy regulatory requirements if significant in relation to actual statutory capital and surplus, as required under ASC
944-505-50-1b. If not significant, please clarify in the disclosure.

 Response:

 As disclosed in “Item 2. Management’s Discussion and Analysis of Financial Condition and
Results of Operations—Liquidity and Capital Resources—Capital—Regulatory Capital” on page 176, Prudential Insurance and Prudential Annuities and Life Assurance Corporation had RBC ratios in excess of 400% and Prudential of Japan
and Gibraltar Life consolidated had solvency margin ratios in excess of 800%, as of December 31, 2012. These ratios indicate that each of our major insurance subsidiaries had capital and surplus levels in excess of 4 times the regulatory
minimum.

 Mr. Jim B. Rosenberg

 U.S. Securities and Exchange Commission

 April 23, 2013

 Page
 6

 Assuming no change in facts requiring different disclosure, the Company
proposes to include the following disclosure, with modified language shown in underline and italics, in future annual filings in the Equity Note to our Consolidated Financial Statements beginning with the Company’s Form 10-K for the fiscal year
ended December 31, 2013.

 The Risk Based Capital (“RBC”) ratio is a primary
measure by which the Company and its insurance regulators evaluate the capital adequacy of Prudential Insurance and the Company’s other domestic insurance subsidiaries. The RBC ratio for Prudential Insurance includes both the Financial Services
Businesses and Closed Block Business. RBC is determined by NAIC- prescribed formulas that consider, among other things, risks related to the type and quality of the invested assets, insurance-related risks associated with an insurer’s products
and liabilities, interest rate risks and general business risks. If a subsidiary’s Total Adjusted Capital (“TAC”), as calculated in a manner prescribed by the NAIC, falls below Company Action Level RBC, corrective action is required.
As of December 31, 2013, Prudential Insurance and PALAC both had Total Adjusted Capital levels in excess of x times the regulatory required minimums that would require corrective action.

The FSA utilizes a solvency margin ratio to evaluate the capital adequacy of Japanese insurance companies.
The solvency margin ratio considers the level of solvency margin capital to a solvency margin risk amount, which is calculated in a similar manner to RBC. As of December 31, 2013, Prudential of Japan and Gibraltar Life both had solvency
margin capital in excess of x times the regulatory required minimums that would require corrective action.

 23. Commitments and
Guarantees, Contingent Liabilities and Litigation and Regulatory Matters

 Litigation and Regulatory Matters

Individual Annuities, Individual Life and Group Insurance, page 359

5.
 With respect to the Lederman v. Prudential Financial, Inc. matter, please tell us whether the $90 million offers of judgment by remaining
plaintiffs represents the current amount of damages sought by the plaintiffs. If not, please tell us why you have not updated your financial statements to reflect that amount.

Response:

 The $90 million reported in the Company’s financial statements represents the offers of judgment sought by the plaintiffs. This amount is not an indication of the Company’s expected loss, if
any, or the Company’s maximum possible loss on such matter. There has been no change in the offers

 Mr. Jim B. Rosenberg

 U.S. Securities and Exchange Commission

 April 23, 2013

 Page
 7

of judgment from the remaining plaintiffs even though summary judgment has been entered against three of the plaintiffs. To clarify this, assuming no ch