Obligation Prudential Finance Inc. 5.2% ( US744320AN25 ) en USD

Prudential Finance Inc.

100 % ⇌

Etas-Unis

US744320AN25 ( en USD )

5.2% par an ( paiement semestriel )

14/03/2044

Prospectus brochure de l'obligation Prudential Financial Inc US744320AN25 en USD 5.2%, échéance 14/03/2044

1 000 USD

500 000 000 USD

744320AN2

BBB+ ( Qualité moyenne inférieure )

Baa1 ( Qualité moyenne inférieure )

15/03/2026 ( Dans 91 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 US744320AN25, paye un coupon de 5.2% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/03/2044

L'Obligation émise par Prudential Finance Inc. ( Etas-Unis ) , en USD, avec le code ISIN US744320AN25, 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 US744320AN25, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

Prospectus Supplement
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424B2 1 d505121d424b2.htm PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-180020
333-180020-01
333-180020-02
CALCULATION OF REGISTRATION FEE

Maximum
Title of Each Class of
Aggregate
Amount of
Securities Offered

Offering Price

Registration Fee(1)(2)
5.20% Fixed-to-Floating Rate Junior Subordinated Notes due 2044

$500,000,000

$68,200

(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended (the "Securities Act").
(2)
A registration fee of $68,200 has been paid with respect to this offering.
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Prospectus Supplement
(To Prospectus dated March 9, 2012)

$500,000,000
5.20% Fixed-to-Floating Rate Junior Subordinated Notes due 2044
The 5.20% Fixed-to-Floating Rate Junior Subordinated Notes due 2044, or the "notes", are our unsecured, subordinated debt instruments and will bear interest from the date they are issued to, but excluding,
March 15, 2024, at an annual rate of 5.20%, payable semi-annual y in arrears on March 15 and September 15 of each year, beginning on September 15, 2013 and ending on March 15, 2024. From and including March 15, 2024,
the notes will bear interest at an annual rate equal to three-month LIBOR plus 3.04%, payable quarterly in arrears on March 15, June 15, September 15 and December 15 of each year, beginning on June 15, 2024. 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 March 15, 2044. 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 March 15, 2024, 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 (i ) in
the case of a "regulatory capital event", their principal amount plus accrued and unpaid interest. On or after March 15, 2024, 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", 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. "Capital
regulator" means 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.
The notes will be unsecured, subordinated and junior in right of payment to all our existing and future senior indebtedness (as defined in this prospectus supplement). The notes will rank pari passu with our 8.875%
Fixed-to-Floating Rate Junior Subordinated Notes due 2068, our 9.0% Junior Subordinated Notes due 2068, our 5.875% Fixed-to-Floating Rate Junior Subordinated Notes due 2042, our 5.625% Fixed-to-Floating Rate Junior
Subordinated Notes due 2043, our 5.75% Junior Subordinated Notes due 2052 and our 5.70% Junior Subordinated Notes due 2053. Al of our other existing indebtedness for money borrowed is senior to 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-5 of this prospectus supplement and the "Risk Factors" contained in our Annual Report on Form 10-K for the year ended
December 31, 2012, 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%
$500,000,000
Underwriting discount

1.00%
$
5,000,000
Proceeds, before expenses, to Prudential Financial, Inc.

99.00%
$495,000,000
(1)
Plus accrued interest, if any, from March 22, 2013 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") and Euroclear Bank N.V./S.A. ("Euroclear"), against payment in New York, New York on or about March 22, 2013.
Joint Book-Running Managers
Citigroup

Goldman, Sachs & Co.

HSBC

J.P. Morgan

RBS
Senior Co-Managers
BNY Mellon Capital Markets, LLC

Lloyds Securities

US Bancorp

The Williams Capital Group, L.P.
Junior Co-Managers
CastleOak Securities, L.P.
Drexel Hamilton
Loop Capital
Ramirez & Co., Inc.
Siebert Capital Markets

Markets

Prospectus Supplement dated March 19, 2013
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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 and any related
free-writing 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
Notice to Prospective Investors in the European Economic Area

S-iii
Notice to Prospective Investors in the United Kingdom

S-iii
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-5

Ratio of Earnings to Fixed Charges

S-9

Use of Proceeds

S-10
Description of the Junior Subordinated Notes

S-11
Material United States Federal Income Tax Considerations

S-26
Certain ERISA Considerations

S-29
Underwriting

S-31
Validity of the Notes

S-36
Experts

S-36

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:

Y general economic, market and political conditions, including the performance and fluctuations of fixed income, equity, real estate and other financial

markets;

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

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

Y 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;

Y any inability to access our credit facilities;

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

Y differences between actual experience regarding mortality, longevity, 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;

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

Y changes in assumptions for retirement expense;

Y changes in our financial strength or credit ratings;

Y statutory reserve requirements associated with term and universal life insurance policies under Regulation XXX and Guideline AXXX;

Y investment losses, defaults and counterparty non-performance;

Y competition in our product lines and for personnel;

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

Y changes in tax law;

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

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

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

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

Y 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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Y 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;

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

Y effects of acquisitions, divestitures and restructurings;

Y interruption in telecommunication, information technology or other operational systems or failure to maintain the security, confidentiality or privacy of

sensitive data on such systems;

Y changes in statutory or U.S. GAAP accounting principles, practices or policies;

Y 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

Y 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, 2012, 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. However, the information on or accessible through our web site does not constitute a part of this prospectus supplement or the accompanying
prospectus. 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". 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:

Y our Annual Report on Form 10-K for the year ended December 31, 2012;

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

Y our Current Reports on Form 8-K filed with the SEC on May 9, 2012, January 2, 2013, February 12, 2013, February 13, 2013 and March 14, 2013.

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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SUMMARY

The following summary highlights information contained elsewhere in this prospectus supplement, the accompanying prospectus and in the documents
incorporated by reference herein. The following summary does not purport to be complete and is qualified in its entirety by the more detailed information and
financial statements appearing elsewhere, or incorporated by reference, in this prospectus supplement and the accompanying prospectus. You should read and
consider carefully all of this information, including the information set forth under "Risk Factors", as well as the financial statements and notes thereto in our
annual report on Form 10-K, before making an investment decision.

Prudential Financial, Inc.
Business

Prudential Financial, Inc., a financial services leader with approximately $1.060 trillion of assets under management as of December 31, 2012, has operations
in the United States, Asia, Europe and Latin America. Through our subsidiaries and affiliates, we offer a wide array of financial products and services, including life
insurance, annuities, retirement-related services, mutual funds and investment management. We offer these products and services to individual and institutional
customers through one of the largest distribution networks in the financial services industry.

We are a holding company and our principal assets are investments in our subsidiaries. As a holding company, the principal sources of funds available to meet
our obligations are dividends, returns of capital and interest income from our subsidiaries. These subsidiaries are separate and distinct legal entities and have no
obligation to pay any amounts due under our obligations or to make any funds available for such payment. Because we are a holding company, our right to participate in
any distribution of assets of any of our subsidiaries upon the subsidiary's liquidation or reorganization or otherwise is subject to the prior claims of its creditors, except
to the extent that we may be recognized as a creditor of that subsidiary. Accordingly, our obligations under the notes will be effectively subordinated to all existing and
future indebtedness and liabilities of our subsidiaries, including liabilities under contracts of insurance and annuities written by our insurance subsidiaries, and you, as
holders of debt securities, should look only to our assets for payment thereunder.

Prudential Financial has two classes of common stock outstanding: our Common Stock, which is publicly traded on the New York Stock Exchange under the
symbol "PRU", reflects the performance of the Financial Services Businesses, while our Class B Stock, which was issued through a private placement and does not
trade on any exchange, reflects the performance of the Closed Block Business. On December 18, 2001, our date of demutualization, The Prudential Insurance Company
of America converted from a mutual life insurance company owned by its policyholders to a stock life insurance company and became an indirect, wholly owned
subsidiary of Prudential Financial.

We are incorporated under the laws of the State of New Jersey.

Our Executive Offices

Our registered office and principal executive offices are located at 751 Broad Street, Newark, New Jersey 07102. Our telephone number is (973) 802-6000.

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