November 30, 2020
BY EMAIL
Elizabeth Gioia
Vice President, Corporate Counsel
The Prudential Insurance Company of America
213 Washington Street,
Newark, NJ 07102-2917
Re: PRUCO Life Insurance Co, et al.
Market Value Adjusted Fixed Allocation Investment Option
Initial Registration Statements on Form S-3
Filing Nos: 333-249219; 333-249220; 333-249221; 333-249227;
333-249228;
333-249229; 333-249230; 333-249231; 333-249295.
Dear Ms. Gioia:
These initial registration statement are being filed to separately
register MVA interests
that are currently part of combination variable/MVA annuity contracts (
Annuities ), in
accordance with prior staff comments and to register stand-alone MVA interests.
The staff notes
that these Annuities are no longer being offered for new sales. The staff has
reviewed the above-
referenced initial registration statements, which the Commission received on
October 1st and 2nd
of 2020. Based on our review, we have the following comments. Unless otherwise
specified,
comments are based upon a review of filing 333-249219; comments should be
applied to the
other filings, as applicable. Capitalized terms have the same meaning as in the
registration
statements.
1. General Comments
a. Please confirm that all missing information, including all exhibits, will
be filed in
pre-effective amendments to the registration statements.
b. Please clarify supplementally whether there are any types of guarantees
or support
agreements with third parties to support any contract features or
benefits, or whether the
registrant or parent company will be solely responsible for any benefits
or features
associated with the Annuities.
Elizabeth Gioia
PRUCO Life Insurance Co, et al.
November 30, 2020
Page 2 of 5
Facing Sheet
a. The registrant incorporates by reference its periodic reports on Forms
10-K and 10-Q.
Please add appropriate hyperlinks for this document in accordance with
rule 411(d) of the
Securities Act.
b. The penultimate paragraph of the facing sheet concerns the principal
underwriter and its
offering plan for the securities at issue. Please amend this paragraph as
appropriate given
that the Annuities are no longer offered for sale.
c. The registrant uses the term Company as a defined term on the
facing sheet, however,
that term is never actually defined. Please define the term prior to
using it in the facing
sheet or prospectus disclosure.
2. Cover Page
a. The prospectus is currently dated October 2, 2020. Please correct the
date of the
prospectus to one that will be applicable after effectiveness of the
registration statement.
b. The registrant states: If you are receiving this prospectus, it is
because you currently
own one of the Annuities. However, there is no further discussion of
the Annuities. In
order to provide further context for investors, please provide disclosure
succinctly
describing how an investor can allocate Account Value under the
Annuities, generally.
Include discussion of the variable options and other options for Fixed
Allocations that are
not subject to market value adjustment, if applicable.
c. Please also provide an overview of the MVA Fixed Allocation option on the
cover page,
including when the option can be selected.
d. Please add page number citations for the risk factors referenced on the
cover page of the
prospectus.
e. Please add disclosure stating that the amounts payable under the MVA
Fixed Allocation
option are payable from the registrant s general account and are
subject to its financial
strength and claims paying ability.
3. Glossary of Terms
There are numerous terms formatted as defined terms that are not included
in the
Glossary of Terms. For instance, the terms Short-Term MVA Fixed
Allocation (p. 2),
Crediting Rate (p. 3), Rate (p. 3), Guaranteed Minimum Interest Rate (p.
3), Benefit
Fixed Rate Account (p. 5), and DCA Fixed Rate Options (p. 5) are not
defined in the
glossary. Please add these terms to the glossary; further, assess the
disclosure in the
Elizabeth Gioia
PRUCO Life Insurance Co, et al.
November 30, 2020
Page 3 of 5
registration and confirm that all capitalized terms that are defined in
this prospectus are
added to the glossary.
4. Allocating Your Account Value
a. (p. 2) The registrant states that: [PRUCO Life] may make MVA Fixed
Allocations of
different durations available in the future, including MVA Fixed
Allocations offered
exclusively for use with certain optional investment programs. Please
confirm that
PRUCO Life may introduce new investment programs to investors under these
contracts
which are no longer sold. If not, delete or amend this disclosure as
appropriate.
a. (p. 2) The registrant also states that the interest rate credited to an
MVA Fixed Allocation
is the rate in effect when the Guarantee Period begins and does not
change so long as you
remain invested for the Guarantee Period; however, the registrant also
discloses that
PRUCO Life may change the rates it credits to MVA Fixed Allocations at
any time.
Clarify the relationship of the ability for the registrant to change MVA
Fixed Allocations
at any time and the rate an investor receives over the course of the
Guarantee Period.
b. Please add a Q&A providing disclosure regarding for whom the MVA Fixed
Allocation
option is appropriate. Include disclosure of any restrictions concerning
when the option
can be selected, restrictions on renewals, and any other applicable
restrictions.
c. How Does the Market Value Adjustment Work? Please redraft the disclosure
in this
subsection in Plain English. Include clarification concerning the
implications of
transferring or withdrawing account value more than 30 days before the
Guarantee
Period. Avoid descriptions with jargon and provide a plain English
overview prior to
introducing MVA formula terms.
d. MVA Formula. Please redraft the disclosure in this subsection in Plain
English. Include
clarification concerning what the formula represents generally and what
market factors
affect the positive or negative movement of account value under the
formula. Avoid
describing the formula with jargon.
5. Comments specific to 333-249231
(p. 3) How Does the Market Value Adjustment Work? The introductory text
to the
national MVA formula on page 6 lacks clarity. Please redraft the heading
and
introductory text so that it explains that was follows on pages 3-6
relates to the national
MVA formula on a national basis; continue to include a cross-reference to
the correct
page for the Pennsylvania only formula.
Elizabeth Gioia
PRUCO Life Insurance Co, et al.
November 30, 2020
Page 4 of 5
6. Incorporation of Certain Documents by Reference (p. 6)
The registrant incorporates by reference its annual and quarterly reports
on Forms 10-K
and 10-Q. Please add appropriate hyperlinks for these documents in
accordance with rule
411(d) of the Securities Act.
7. Risk Factors
a. (p.7) The registrant states that investors should evaluate the risks
contained in this
prospectus; however, given that this registration statement is no longer
comprised of a
combination prospectus, no risks are disclosed in the S-3 prospectus.
Please provide
fulsome disclosure in this registration statement of the risk factors
associated with
investing in the MVA Fixed Allocation investment option.
b. Please move the amended risk factors section to the beginning of the
prospectus so that it
is the first section after the glossary of terms.
8. Comments specific to 333-249295
a. This filing contains a supplement updating the registration statement
with regard to
coronavirus related disclosure. Please assess whether such updated
disclosure should
also be added to the other filings listed in the introduction of this
letter.
b. On page 3, the registrant presents the free look provisions that
apply to initial purchase
of the contract. Given that this contract is no longer offered for sale,
please remove the
disclosure given that it is no longer applicable.
c. On page 4, the registrant discusses how an investor can purchase a
Strategic Partners
Horizon Annuity Contract. Given that this contract is no longer offered
for sale, please
remove this disclosure given that it is no longer applicable.
d. On page 7, the registrant discusses short-term cancellation rights and
free look
provisions. Given that this contract is no longer offered for sale,
please remove this
disclosure given that it is no longer applicable.
9. Auditor s Consent
Please file written and signed consent of independent registered public
accounting firm
with regard to applicable financial statements and auditor s report
relied upon to satisfy
the requirements of Form S-3.
Elizabeth Gioia
PRUCO Life Insurance Co, et al.
November 30, 2020
Page 5 of 5
We remind you that the registrant and its management are responsible for
the accuracy
and adequacy of their disclosure, notwithstanding any review, comments,
action or
absence of action by the staff.
Responses to these comments should be made in a letter to me filed
over the EDGAR
system and in pre-effective amendments to the registration statements. If you
believe that you do
not need to make changes to the registration statements in response to a
comment, please indicate
that in the letter and explain the basis for your position.
Although we have completed our initial review of the registration
statements, the
registration statements will be subject to further review after our preliminary
comments are
resolved. Therefore, please be advised that we may make additional comments on
the
registration statements and any additional amendments to them.
If you have any questions, please call me at (202) 551-6929.
Additionally, copies of
documents or letters filed on EDGAR may be emailed to me at zapataa@sec.gov.
Sincerely,
/s/
Alberto H. Zapata
Senior Counsel
Disclosure Review and
Accounting Office
cc: Andrea Ottomanelli Magovern, Assistant Director
Sumeera Younis, Branch Chief