Obligation Prudential Finance Inc. 5.875% ( US744320AL68 ) en USD

Prudential Finance Inc.

100 % ⇌

Etas-Unis

US744320AL68 ( en USD )

5.875% par an ( paiement semestriel )

14/09/2042

Prospectus brochure de l'obligation Prudential Financial Inc US744320AL68 en USD 5.875%, échéance 14/09/2042

2 000 USD

1 000 000 000 USD

744320AL6

BBB+ ( Qualité moyenne inférieure )

Baa1 ( Qualité moyenne inférieure )

15/09/2025 ( Dans 135 jours )

Prudential Financial Inc. est une société de services financiers américaine offrant une gamme de produits et services d'assurance, de gestion d'actifs et de gestion de patrimoine à des clients individuels et institutionnels.

L'Obligation émise par Prudential Finance Inc. ( Etas-Unis ) , en USD, avec le code ISIN US744320AL68, paye un coupon de 5.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/09/2042

L'Obligation émise par Prudential Finance Inc. ( Etas-Unis ) , en USD, avec le code ISIN US744320AL68, a été notée Baa1 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Prudential Finance Inc. ( Etas-Unis ) , en USD, avec le code ISIN US744320AL68, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

Final Prospectus Supplement
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424B2 1 d392025d424b2.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed pursuant to Rule 424(b)(2)
Registration Statement Nos. 333-180020
333-180020-01
333-180020-02

CALCULATION OF REGISTRATION FEE

Maximum
Amount of
Title of Each Class of
Aggregate
Registration
Securities Offered
Offering Price
Fee(1)(2)

5.875% FixedtoFloating Rate Junior Subordinated Notes due 2042

$1,000,000,000
$114,600
(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended (the "Securities Act").
(2) A registration fee of $114,600 has been paid with respect to this offering.
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(To Prospectus dated March 9, 2012)

5.875% Fixed-to-Floating Rate Junior Subordinated Notes due 2042

The 5.875% Fixed-to-Floating Rate Junior Subordinated Notes due 2042, or the "notes", are our unsecured, subordinated debt
instruments and will bear interest from the date they are issued to, but excluding, September 15, 2022, at an annual rate of 5.875%,
payable semi-annually in arrears on March 15 and September 15 of each year, beginning on March 15, 2013 and ending on
September 15, 2022. From and including September 15, 2022, the notes will bear interest at an annual rate equal to three-month
LIBOR plus 4.175%, payable quarterly in arrears on March 15, June 15, September 15 and December 15 of each year, beginning on
December 15, 2022. So long as no event of default with respect to the notes has occurred and is continuing, we have the right, on one
or more occasions, to defer the payment of interest on the notes as described in this prospectus supplement for one or more
consecutive interest periods up to five years. Deferred interest will accrue additional interest at an annual rate equal to the annual
interest rate then applicable to the notes.

The principal amount of the notes will become due on September 15, 2042. Payment of the principal on the notes will be
accelerated only in the case of our bankruptcy or certain other insolvency events with respect to us. There is no right of acceleration
in the case of default in the payment of interest on the notes or the performance of any of our other obligations with respect to the
notes.

We may redeem the notes, in whole but not in part, at any time prior to September 15, 2022, within 90 days after the occurrence
of a "tax event", a "rating agency event" or a "regulatory capital event" at a redemption price equal to (i) in the case of a "tax event"
or a "rating agency event", their principal amount or, if greater, a make-whole redemption price calculated as described herein, in
each case, plus accrued and unpaid interest or (ii) in the case of a "regulatory capital event", their principal amount plus accrued and
unpaid interest. On or after September 15, 2022, we may redeem the notes, in whole or in part, at their principal amount plus accrued
and unpaid interest. In the event the notes are treated as "Tier 2 capital" (or its equivalent) under the capital guidelines of Prudential
Financial, Inc.'s "capital regulator", meaning the Board of Governors of the Federal Reserve System, if Prudential Financial, Inc. is
then subject to its regulation, or such other agency or instrumentality of the United States as may then have primary oversight of
Prudential Financial, Inc.'s regulatory capital, any redemption of notes will be subject to our receipt of any required prior approval
from the capital regulator and to the satisfaction of any conditions set forth in those capital guidelines or any other applicable
regulations of the capital regulator to our redemption of the notes.

We do not intend to apply for listing of the notes on any securities exchange.

The notes are not insured or guaranteed by any governmental agency.

Investing in the notes involves risks. See "Risk Factors" beginning on page S-6 of this prospectus supplement and the
"Risk Factors" contained in our Annual Report on Form 10-K for the year ended December 31, 2011 and other periodic reports,
incorporated by reference herein.

Neither the Securities and Exchange Commission nor any state securities commission or other regulatory body has
approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement or the
accompanying prospectus. Any representation to the contrary is a criminal offense.

Per Note

Total

Initial public offering price(1)
100.00% $1,000,000,000
Underwriting discount
1.00%
$
10,000,000
Proceeds, before expenses, to Prudential Financial, Inc.
99.00% $ 990,000,000
(1) Plus accrued interest, if any, from August 9, 2012 if settlement occurs after that date.

The underwriters expect to deliver the notes through the facilities of The Depository Trust Company for the accounts of its
participants, including Clearstream Banking, société anonyme, Luxembourg ("Clearstream Luxembourg") and Euroclear Bank
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Joint Book-Running Managers
Goldman, Sachs & Co. BofA Merrill Lynch Citigroup HSBC
UBS Investment Bank

Senior Co-Managers
Mitsubishi UFJ Securities

Mizuho Securities

RBS

SMBC Nikko

Junior Co-Managers
CL King & Associates
Drexel Hamilton

Ramirez & Co., Inc.

Siebert Capital Markets

The Williams Capital Group, L.P.

Prospectus Supplement dated August 6, 2012.
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We are responsible only for the information contained in or incorporated by reference in this prospectus supplement and
the accompanying prospectus and in any related free-writing prospectus we prepare or authorize. We have not, and the
underwriters have not, authorized anyone to provide you with different or additional information. We and the underwriters
take no responsibility for any other information that others may give you. This prospectus supplement and the accompanying
prospectus are an offer to sell only the notes offered hereby, but only under circumstances and in jurisdictions where it is
lawful to do so. The information provided by or incorporated by reference in this prospectus supplement and the accompanying
prospectus may only be accurate on the date of the document containing the information.

Any investor purchasing the notes in this offering is solely responsible for ensuring that any offer or resale of the notes it
purchased in this offering occurs in compliance with applicable laws and regulations.

TABLE OF CONTENTS

Prospectus Supplement

Page
About This Prospectus Supplement

S-ii
Special Note Regarding Forward-Looking Information

S-iv
Where You Can Find More Information

S-vi
Information Incorporated by Reference

S-vii
Summary

S-1
Risk Factors

S-6
Ratio of Earnings to Fixed Charges

S-10
Use of Proceeds

S-11
Description of the Junior Subordinated Notes

S-12
Material United States Federal Income Tax Considerations

S-27
Certain ERISA Considerations

S-30
Underwriting

S-32
Validity of the Notes

S-37
Experts

S-37
Prospectus

About This Prospectus

1

Risk Factors

2

Where You Can Find More Information

3

Note Regarding Forward-Looking Statements and Certain Risks

4

Prudential Financial, Inc.

6

Prudential Financial Capital Trusts

6

Use of Proceeds

8

Description of Debt Securities We May Offer

9

Description of Preferred Stock We May Offer

25

Description of Depositary Shares We May Offer

28

Description of Our Common Stock

32

Description of Warrants We May Offer

40

Description of Stock Purchase Contracts We May Offer

43

Description of Units We May Offer

44

Description of Preferred Securities That The Trusts May Offer

45

Description of Trust Guarantees

52

Plan of Distribution

55

Validity of Securities

58

Experts

58

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ABOUT THIS PROSPECTUS SUPPLEMENT

This document consists of two parts. The first part is this prospectus supplement, which describes the specific terms of this
offering and supplements information contained in the accompanying prospectus and the documents incorporated by reference in this
prospectus supplement and the accompanying prospectus. The second part is the accompanying prospectus, which contains more
general information, some of which may not apply to this offering. You should read both this prospectus supplement and the
accompanying prospectus, together with additional information described under the headings "Where You Can Find More
Information" and "Information Incorporated by Reference" in this prospectus supplement. If the information set forth in this
prospectus supplement differs in any way from the information set forth in the accompanying prospectus, you should rely on the
information set forth in this prospectus supplement.

Unless the context otherwise requires or as otherwise specified, references in this prospectus supplement to the "Company",
"Prudential Financial, Inc.", "Prudential Financial", "we", "us" or "our" refer to Prudential Financial, Inc. only and do not include its
consolidated subsidiaries.

You should not consider any information in this prospectus supplement or the accompanying prospectus to be investment, legal
or tax advice. You should consult your own counsel, accountants and other advisers for legal, tax, business, financial and related
advice regarding the purchase of any of the notes offered by this prospectus supplement.

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NOTICE TO PROSPECTIVE INVESTORS IN THE EUROPEAN ECONOMIC AREA

In any Member State of the European Economic Area ("EEA") that has implemented the Prospectus Directive, this prospectus
supplement and the accompanying prospectus are only addressed to and are only directed at qualified investors in that Member State
within the meaning of the Prospectus Directive.

This prospectus supplement and the accompanying prospectus have been prepared on the basis that any offer of notes in any
Member State of the EEA which has implemented the Prospectus Directive (each, a "Relevant Member State") will be made
pursuant to an exemption under the Prospectus Directive from the requirement to publish a prospectus for offers of notes. Accordingly
any person making or intending to make any offer in that Relevant Member State of notes which are the subject of the offering
contemplated in this prospectus supplement and the accompanying prospectus may only do so in circumstances in which no obligation
arises for the Company or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive in relation to such
offer. Neither the Company nor any underwriter has authorized, nor do they authorize, the making of any offer of notes in
circumstances in which an obligation arises for the Company or any underwriter to publish a prospectus for such offer.

Each person in a Relevant Member State who receives any communication in respect of, or who acquires any notes under, the
offering contemplated in this prospectus supplement and the accompanying prospectus will be deemed to have represented, warranted
and agreed to and with each of the Company and each underwriter that:

(a) it is a qualified investor within the meaning of Article 2(1)(e) of the Prospectus Directive (a "qualified investor"); and

(b) in the case of any notes acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus
Directive, (i) the notes acquired by it in the offer have not been acquired on behalf of, nor have they been acquired with a view
to their offer or resale to, persons in any Relevant Member State other than qualified investors, or in circumstances in which the
prior consent of the underwriters has been given to the offer or resale; or (ii) where notes have been acquired by it on behalf of
persons in any Relevant Member State other than qualified investors, the offer of those notes to it is not treated under the
Prospectus Directive as having been made to such persons.

The expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD
Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the
Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.

NOTICE TO PROSPECTIVE INVESTORS IN THE UNITED KINGDOM

This prospectus supplement and the accompanying prospectus are only being distributed to and are only directed at (i) persons
who are outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth companies, and other persons to whom it
may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as
"relevant persons"). The notes are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise
acquire the notes will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on
this prospectus supplement and the accompanying prospectus or any of their contents.

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SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION

Certain of the statements included in this prospectus supplement, the accompanying prospectus and the documents incorporated
by reference herein and therein constitute forward-looking statements within the meaning of the U.S. Private Securities Litigation
Reform Act of 1995. Words such as "expects", "believes", "anticipates", "includes", "plans", "assumes", "estimates", "projects",
"intends", "should", "will", "shall" or variations of such words are generally part of forward-looking statements. Forward-looking
statements are made based on management's current expectations and beliefs concerning future developments and their potential
effects upon Prudential Financial, Inc. and its subsidiaries. There can be no assurance that future developments affecting Prudential
Financial, Inc. and its subsidiaries will be those anticipated by management. These forward-looking statements are not a guarantee of
future performance and involve risks and uncertainties, and there are certain important factors that could cause actual results to differ,
possibly materially, from expectations or estimates reflected in such forward-looking statements, including, among others:

· general economic, market and political conditions, including the performance and fluctuations of fixed income, equity, real

estate and other financial markets;

· the availability and cost of additional debt or equity capital or external financing for our operations;

· interest rate fluctuations or prolonged periods of low interest rates;

· the degree to which we choose not to hedge risks, or the potential ineffectiveness or insufficiency of hedging or risk

management strategies we do implement, with regard to variable annuity or other product guarantees;

· any inability to access our credit facilities;

· reestimates of our reserves for future policy benefits and claims;

· differences between actual experience regarding mortality, morbidity, persistency, surrender experience, interest rates or

market returns and the assumptions we use in pricing our products, establishing liabilities and reserves or for other
purposes;

· changes in our assumptions related to deferred policy acquisition costs, value of business acquired or goodwill;

· changes in assumptions for retirement expense;

· changes in our financial strength or credit ratings;

· statutory reserve requirements associated with term and universal life insurance policies under Regulation XXX and

Guideline AXXX;

· investment losses, defaults and counterparty non-performance;

· competition in our product lines and for personnel;

· difficulties in marketing and distributing products through current or future distribution channels;

· changes in tax law;

· economic, political, currency and other risks relating to our international operations;

· fluctuations in foreign currency exchange rates and foreign securities markets;

· regulatory or legislative changes, including the Dodd-Frank Wall Street Reform and Consumer Protection Act;

· inability to protect our intellectual property rights or claims of infringement of the intellectual property rights of others;

· adverse determinations in litigation or regulatory matters and our exposure to contingent liabilities, including in connection

with our divestiture or winding down of businesses;

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· domestic or international military actions, natural or man-made disasters including terrorist activities or pandemic disease,

or other events resulting in catastrophic loss of life;

· ineffectiveness of risk management policies and procedures in identifying, monitoring and managing risks;

· effects of acquisitions, divestitures and restructurings, including possible difficulties in integrating and realizing the

projected results of acquisitions, including risks associated with the acquisition of certain insurance operations in Japan;

· interruption in telecommunication, information technology or other operational systems or failure to maintain the security,

confidentiality or privacy of sensitive data on such systems;

· changes in statutory or U.S. generally accepted accounting principles, practices or policies;

· Prudential Financial, Inc.'s primary reliance, as a holding company, on dividends or distributions from its subsidiaries to

meet debt payment obligations and the ability of the subsidiaries to pay such dividends or distributions in light of our ratings
objectives and/or applicable regulatory restrictions; and

· risks due to the lack of legal separation between our Financial Services Businesses and our Closed Block Business.

Prudential Financial does not intend, and is under no obligation, to update any particular forward-looking statement included in
this prospectus supplement, the accompanying prospectus or the documents incorporated by reference herein and therein.

You should carefully consider the risks described in the "Risk Factors" section of this prospectus supplement and in our Annual
Report on Form 10-K for the year ended December 31, 2011 and other periodic reports, incorporated by reference herein, for a more
complete discussion of the risks of an investment in the notes.

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WHERE YOU CAN FIND MORE INFORMATION

We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended, or the "Exchange Act".
We have filed and will continue to file with the Securities and Exchange Commission, or the "SEC", annual reports on Form 10-K,
quarterly reports on Form 10-Q, proxy statements and current reports with respect to specified events on Form 8-K, as required of a
U.S. domestic private issuer subject to those particular requirements of the Exchange Act, including the informational and timing
requirements for filing such reports. Our SEC filings are available to the public from the SEC's web site at www.sec.gov or from our
web site at www.prudential.com. You may also read and copy any document we file at the SEC's public reference room in
Washington, D.C. at 100 F Street, NE, Room 1580, Washington, D.C. 20549. Please call the SEC at 1-888-SEC-0330 for further
information on the public reference room. In addition, copies of the documents incorporated by reference in this prospectus
supplement may be requested by contacting us as further described below in "Information Incorporated by Reference". However, the
information on or accessible through our web site does not constitute a part of this prospectus supplement or the accompanying
prospectus. Our common stock is listed on the New York Stock Exchange under the symbol "PRU".

We have filed with the SEC a registration statement on Form S-3 under the Securities Act of 1933, as amended, or the
"Securities Act", covering the securities described in this prospectus supplement and the accompanying prospectus. This prospectus
supplement and the accompanying prospectus do not contain all of the information included in the registration statement, some of
which is contained in exhibits included with or incorporated by reference into the registration statement. The registration statement,
including the exhibits contained or incorporated by reference therein, can be read at the SEC's web site or at the SEC's public
reference room referred to above.

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INFORMATION INCORPORATED BY REFERENCE

Rather than include certain information in this prospectus supplement that we have already included in documents filed with the
SEC, we are incorporating this information by reference, which means that we are disclosing important information to you by
referring to those publicly filed documents that contain the information. The information incorporated by reference is considered to be
part of this prospectus supplement. Accordingly, we incorporate by reference the following documents filed with the SEC by us:

· our Annual Report on Form 10-K for the year ended December 31, 2011;

· our Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2012 and June 30, 2012;

· our definitive proxy statement filed with the SEC on March 27, 2012 pursuant to Section 14 of the Exchange Act; and

· our Current Reports on Form 8-K filed with the SEC on January 13, 2012, February 15, 2012, March 13, 2012, March 30,

2012, April 3, 2012, April 11, 2012, May 2, 2012 (only with respect to Item 8.01), May 9, 2012 and June 12, 2012.

We also incorporate by reference any future filings we will make with the SEC under Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act after the date of this prospectus supplement and until all of the notes to which this prospectus supplement relates are
sold or the offering is otherwise terminated.

The information incorporated by reference in this prospectus supplement is an important part of this prospectus supplement and
the accompanying prospectus. Any statement contained in a document incorporated or considered to be incorporated by reference in
this prospectus supplement and the accompanying prospectus shall be considered to be modified or superseded for purposes of this
prospectus supplement and the accompanying prospectus to the extent a statement contained in this prospectus supplement or in any
other subsequently filed document that is or is considered to be incorporated by reference in this prospectus supplement and the
accompanying prospectus modifies or supersedes such statement. Any statement that is modified or superseded shall not, except as so
modified or superseded, constitute a part of this prospectus supplement and the accompanying prospectus.

Information furnished under the applicable items of our Current Reports on Form 8-K is not incorporated by reference in this
prospectus supplement or the accompanying prospectus, unless specifically stated otherwise.

You may request a copy of the filings that we incorporate by reference, at no cost, by writing or telephoning us as follows:
Prudential Financial, Inc., 751 Broad Street, Newark, New Jersey 07102, Attention: Corporate Secretary; telephone: (973) 802-6000.
Exhibits to the filings will not be sent, however, unless specifically requested.

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