PRUPrudential Financial

We note the statement that you experienced a cybersecurity incident that has not had a material impact on your operations. Please advise us as to why you determined to file under Item 1.05 of Form 8-K given the statement that the incident has not had a material impact on your operations, and you have not determined the incident is reasonably likely to materially impact your financial condition or results of

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operations.

We filed disclosure regarding the Cybersecurity Incident under Item 1.05 of Form 8-K for the following reasons, notwithstanding our determination that the Cybersecurity Incident had not had a material impact on our operations and was not reasonably likely to materially impact our financial condition or results of operations:

At the time of our initial filing, the Commission’s cybersecurity incident disclosure rule pursuant to

Item 1.05 of Form 8-K (the “New Rule”) had been in effect less than two months, and only a small number of issuers had disclosed cybersecurity incidents pursuant to

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the New Rule. Moreover, there was limited staff guidance regarding compliance with the New Rule. Therefore, it was highly uncertain how companies should approach compliance during the course of a potentially significant cybersecurity incident, what investor and other market participant expectations regarding disclosure pursuant to the New Rule would be, and how the SEC would interpret and enforce the New Rule.

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