Pricing Supplement No. 11, dated May 9, 2011

CALCULATION OF REGISTRATION FEE

 

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

3.000% Medium-Term Notes, Series D, Due May 12, 2016

   $500,000,000   $58,050

 

(1) Excludes accrued interest, if any.

 

(2) Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended. This “Calculation of Registration Fee” table shall be deemed to update the “Calculation of Registration Fee” table in Prudential Financial, Inc.’s Registration Statement on Form S-3 (Nos. 333-157848, 333-157848-01, 333-157848-02).

Filed pursuant to Rule 424(b)(3)

Registration Statement Nos. 333-157848

333-157848-01

333-157848-02

Pricing Supplement No. 11, dated May 9, 2011,

to the Prospectus, dated March 11, 2009, and

the Prospectus Supplement, dated March 11, 2009.

LOGO

$500,000,000

PRUDENTIAL FINANCIAL, INC.

3.000% MEDIUM-TERM NOTES, SERIES D,

DUE MAY 12, 2016

The notes being purchased have the following terms:

UNDERWRITER AND PRINCIPAL AMOUNT:

 

Credit Suisse Securities (USA) LLC

    $ 155,000,000   

Goldman, Sachs & Co.

    $ 155,000,000   

Morgan Stanley & Co. Incorporated

    $ 155,000,000   

CastleOak Securities, L.P.

    $ 11,667,000   

C.L. King & Associates, Inc.

    $ 11,667,000   

Lebenthal & Co., LLC

    $ 11,666,000   

TOTAL

    $ 500,000,000   

STATED MATURITY: May 12, 2016

SPECIFIED CURRENCY: U.S. dollars

principal: U.S. dollars

interest: U.S. dollars

exchange rate agent: Not applicable

TRADE DATE: May 9, 2011

ORIGINAL ISSUE DATE: May 12, 2011

ORIGINAL ISSUE PRICE: 99.926%

UNDERWRITERS’ COMMISSION: 0.325%

NET PROCEEDS TO PRUDENTIAL FINANCIAL, INC. (before expenses): 99.601% or $498,005,000

AMORTIZING NOTE: Not applicable

ORIGINAL ISSUE DISCOUNT NOTE: Not applicable

EXTENDIBLE NOTE: Not applicable

FORM OF NOTE:

global form only: Yes

non-global form available:

CUSIP NO.: 74432QBR5

REDEMPTION AND REPAYMENT: The notes will be redeemable at any time, in whole or in part, at our option, at a redemption price equal to the greater of (1) 100% of the principal amount of the notes to be redeemed and (2) the sum of the present values of the remaining scheduled payments of principal and interest on the notes to be redeemed discounted to the redemption date on a semiannual basis, assuming a 360-day year consisting of twelve 30 day months, at the CMT rate, using a weekly average as displayed on Reuters page FEDCMT (as described in the Prospectus Supplement dated March 11, 2009 relating to the notes) plus 20 basis points. The redemption price will also include interest accrued to the date of redemption on the principal balance of the notes being redeemed.

INTEREST RATE IS FIXED: Yes

Annual Rate: 3.000%

INTEREST RATE IS FLOATING: No

Base Rate:

Base Rate Source:

Initial Interest Rate:

Spread, if any:

Spread Multiplier, if any

Interest Reset Dates:

Interest Payment Dates:

Record Dates:

Index Maturity:

Maximum Interest Rate, if any:

Minimum Interest Rate, if any:

INTEREST PAYMENT DATES: Semi-annually on May 12 and November 12 of each year, commencing on November 12, 2011 and ending on the Stated Maturity (or, if any such day is not a business day, the next succeeding business day)

 

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REPORTS AND EVENTS OF DEFAULT:

The indenture, to the extent relating to the notes offered hereunder and under Pricing Supplement No. 12, dated May 9, 2011, certain notes previously issued under the indenture and all future series of securities under the indenture, provides that any documents or reports that Prudential Financial, Inc. may be required to file with the Securities and Exchange Commission, or SEC, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, will be filed with the trustee within 15 days after Prudential Financial, Inc. has filed those documents or reports with the SEC. Under the Trust Indenture Act of 1939, as amended, Prudential Financial, Inc. may have a separate obligation to file with the trustee documents or reports it is required to file with the SEC. Prudential Financial, Inc.’s failure to comply with either filing obligation is not an event that will result in an event of default under the indenture. Accordingly, acceleration of Prudential Financial, Inc.’s obligations under the notes offered hereunder will not be a remedy for its failure to file those documents or reports with the trustee, and you may have no remedy for the failure other than an action in damages. For certain other outstanding series of notes of Prudential Financial, Inc., acceleration is a remedy, upon appropriate notice and passage of time, for the holders of those securities for Prudential Financial, Inc.’s failure to file documents or reports with the trustee.

DEFEASANCE APPLIES AS FOLLOWS:

full defeasance—i.e., our right to be relieved of all our obligations on the note by placing funds in trust for the investor: Yes

covenant defeasance—i.e., our right to be relieved of specified provisions of the note by placing funds in trust for the investor: Yes

Concurrent Offering

Concurrent with this offering of notes, we are also offering $300 million aggregate principal amount of 5.625% Medium-Term Notes, Series D, due May 12, 2041.

 

 

Use of Proceeds

We intend to use the net proceeds from the sale of the notes for general corporate purposes, including making loans to our Individual Annuities subsidiaries.

 

 

Supplemental Plan of Distribution

We estimate that our total offering expenses, excluding underwriting discounts and commissions paid to the underwriters, will be approximately $250,000.

 

 

 

 

Credit Suisse   Goldman, Sachs & Co.   Morgan Stanley
CastleOak Securities, L.P.   C.L. King & Associates   Lebenthal Capital Markets

 

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