Summary of PRUDENTIAL FINANCIAL INC

Item 8.01 Other Events.

On June 1, 2009, the Company issued a news release announcing a proposed public offering of $1.25 billion of its Common Stock. A copy of the news release is attached hereto as Exhibit 99.1.

The Company also is providing the following supplemental information:

TARP Capital Purchase Program

As previously reported, the Company applied in October 2008 to participate in the U.S. Treasury's Capital Purchase Program, which is part of the Troubled Asset Relief Program (TARP). The Capital Purchase Program involves the issuance by qualifying institutions of preferred stock and warrants to purchase common stock to the U.S. Treasury. On May 14, 2009, the Company received preliminary approval from the U.S. Treasury to participate in the Capital Purchase Program. However, the Company has determined that it will not participate in the Capital Purchase Program. A copy of the Company's news release, issued on June 1, 2009, announcing this decision is attached hereto as Exhibit 99.2.

Book Value per Share of Common Stock

The Company's Common Stock reflects the performance of its Financial Services Businesses. The Financial Services Businesses comprise our U.S. Retirement Solutions and Investment Management division, U.S. Individual Life and Group Insurance division, and International Insurance and Investments division as well as our Corporate and Other operations. The Company reported a book value per share of Common Stock of $47.72 as of March 31, 2009, excluding accumulated other comprehensive income. This book value per share is calculated as equity attributed to the Financial Services Businesses, excluding accumulated other comprehensive income, divided by the number of shares of Common Stock outstanding as of March 31, 2009, on a diluted basis.

Liquidity of Parent Company

As of March 31, 2009, Prudential Financial, Inc., the parent holding company ("PFI"), had cash and short-term investments of $4.7 billion. On a pro-forma basis, assuming the repayment of all outstanding PFI commercial paper and excluding subsidiary funds invested short-term with PFI, PFI cash and short term investments would amount to $2.8 billion as of that date. The Company estimates that additional sources of liquidity available to PFI as of March 31, 2009 exceeded $8 billion. These alternative sources of liquidity include (1) the potential repayment by subsidiaries of intercompany borrowings, primarily relating to PFI's retail medium-term notes program, that has served as a funding source for a product of the Company's Retirement segment, estimated to amount to over $2.5 billion; (2) the ability to borrow funds from affiliates, estimated to total $1.6 billion, including $800 million from the domestic insurance subsidiaries, and a further $800 million from unregulated subsidiaries, subject to the availability of funds at these subsidiaries; and (3) shared access with The Prudential Insurance Company of America ("Prudential Insurance") to $4.3 billion of committed credit lines.

Liquidity of Prudential Insurance

As of March 31, 2009, Prudential Insurance reported, on a statutory basis, cash, cash equivalents and short term investments totaling $5.6 billion. Prudential Funding, LLC, a wholly-owned subsidiary of Prudential Insurance, had outstanding commercial paper and master note borrowings of $2.6 billion as of March 31, 2009, including approximately $1.7 billion to fund operating needs as of that

date. Prudential Funding, LLC is qualified to participate in the Federal Reserve Bank of New York's Commercial Paper Funding Facility, or CPFF, and is eligible to sell to the CPFF commercial paper up to a maximum amount of $9.8 billion, less the outstanding amount of any non-CPFF commercial paper. Prudential Insurance also has access to collateralized borrowings from the Federal Home Loan Bank of New York, as discussed below, incremental securities lending and repurchase capacity with $19 billion of securities estimated to be readily lendable as of March 31, 2009 across all of our domestic insurance subsidiaries, and shared access with PFI to $4.3 billion of committed credit lines.

We have received a request pursuant to the documentation for the disposition of our property and casualty operations completed in 2003 to deposit into a trust cash or securities for the purpose of securing insurance liabilities that were to have been transferred to Prudential Insurance following completion of the disposition but that have not been so transferred. We estimate that the amount of cash or securities to be deposited is approximately $500 million, and we are allowed to satisfy a portion of this requirement through the deposit of promissory notes received from the purchaser at the time of the disposition. We believe that the deposit of these assets is not a material liquidity event for Prudential Insurance.

Federal Home Loan Bank of New York

Prudential Insurance has been a member of the Federal Home Loan Bank of New York ("FHLBNY") since June 2008. The FHLBNY requires Prudential Insurance to pledge qualifying mortgage-related assets or U.S. Treasury securities as collateral for all borrowings. On May 8, 2009, the New Jersey Department of Banking and Insurance ("NJDOBI") revised its prior guidance to increase the maximum amount of qualifying assets that Prudential Insurance may pledge to the FHLBNY from 5% to 7% of its prior year-end statutory net admitted assets exclusive of separate account assets; however, this limitation resets to 5% on December 31, 2010 unless extended by NJDOBI. Based on its statutory net admitted assets as of December 31, 2008, the 7% limitation equates to a maximum amount of pledged assets of $10.5 billion and an estimated maximum borrowing capacity, after taking into account applicable required collateralization levels and required purchases of activity based FHLBNY stock, of approximately $9.0 billion. However, the ability to borrow from the FHLBNY is subject to the availability and maintenance of qualifying assets at Prudential Insurance, and there is no assurance that Prudential Insurance will have sufficient qualifying assets available to it in order to access the increased capacity in full at any particular time. Also, the revised guidance from NJDOBI limits the aggregate amount of assets Prudential Insurance may pledge for all loans, including borrowings from the FHLBNY, to 10% of its prior year-end statutory net admitted assets exclusive of separate account assets, subject to certain exceptions.

As of May 22, 2009, Prudential Insurance had total outstanding borrowings from the FHLBNY of $3.5 billion, or $3.3 billion net of requisite activity based stock purchases. Prudential Insurance may, from time to time, borrow additional funds from FHLBNY for purposes of managing liquidity, making operating loans to affiliates, asset/liability management, or issuance of funding agreements. The Company previously reported that, due to the ratings downgrades experienced by Prudential Insurance during the first quarter of 2009, it was only able to initiate new borrowings from the FHLBNY for a term of 90 days or less, which could be refinanced on similar terms. Effective May 22, 2009, this limitation is no longer in effect and longer term borrowings from the FHLBNY are again available to Prudential Insurance.

Risk Based Capital Sensitivities

The Risk Based Capital, or RBC, ratio is a primary measure by which the Company evaluates the capital adequacy of Prudential Insurance, which includes businesses in both the Financial Services Businesses and the Closed Block Business. The Closed Block Business comprises the assets and related liabilities of the Closed Block and certain related assets and liabilities. RBC is determined by statutory guidelines and formulas that consider, among other things, risks related to the type and quality of the invested assets, insurance-related risks associated with an insurer's products and liabilities, interest rate risks and general business risks. The RBC ratio calculations are intended to assist insurance regulators in measuring the adequacy of an insurer's statutory capitalization. The reporting of RBC measures is not intended for the purpose of ranking any insurance company or for use in connection with any marketing, advertising or promotional activities. Prudential Insurance reported an RBC ratio of 452% as of December 31, 2008.

The RBC ratio is an annual calculation; however, based upon a hypothetical calculation, the Company estimates that the RBC ratio for Prudential Insurance would exceed 400% as of March 31, 2009.

The Company estimates that under a stress scenario analysis as of April 30, 2009 assuming a close of the Standard & Poor's 500 Index* at a level of 700 as of December 31, 2009, and assuming investment portfolio credit losses and impairments amounting to 2.0% of the fixed income investments of Prudential Insurance and its insurance subsidiaries, or $2.8 billion, for 2009, Prudential Insurance would report an RBC ratio in excess of 350% at that date, after the use of actions that management believes would be available to the Company, other than the expected gain on the Company's investment in the Wachovia Securities joint venture, as discussed under "Investment in Wachovia Securities Joint Venture" below.

The Company estimates that under a stress scenario analysis as of April 30, 2009 assuming a close of the Standard & Poor's 500 Index at a level of 600 as of December 31, 2009, and assuming investment portfolio credit losses and impairments amounting to 1.4% of the fixed income investments of Prudential Insurance and its insurance subsidiaries, or $2.0 billion, for 2009, Prudential Insurance would report an RBC ratio in excess of 350% at that date, after the use of actions that management believes would be available to the Company, other than the expected gain on the Company's investment in the Wachovia Securities joint venture.

The Company estimates that under a stress scenario analysis as of April 30, 2009 assuming a close of the Standard & Poor's 500 Index at a level of 600 as of December 31, 2009, and assuming investment portfolio credit losses and impairments amounting to 2.0% of the fixed income investments of Prudential Insurance and its insurance subsidiaries, or $2.8 billion, for 2009, Prudential Insurance would report an RBC ratio in excess of 300% at that date, after the use of actions that management believes would be available to the Company, other than the expected gain on the Company's investment in the Wachovia Securities joint venture.

The estimated RBC ratios under each of the foregoing stress scenarios assumes credit migration in 2009, mainly in sub-prime asset-backed securities, resulting in additional reported statutory capital requirements, used in the denominator for calculating RBC, of about $250 million.

The Company estimates that under a stress scenario analysis as of April 30, 2009 assuming a close of the Standard & Poor's 500 Index at a level of 600 as of December 31, 2009 and as of December 31, 2010, and assuming a total of $4.3 billion of investment portfolio fixed income credit losses and impairments for Prudential Insurance and its insurance subsidiaries, and credit migration resulting in additional reported statutory capital requirements, used in the denominator for calculating RBC, of about $350 million, for 2009 and 2010, Prudential Insurance would report an RBC ratio in excess of 300% at December 31, 2010, after the use of actions that management believes would be available to the Company, including the expected gain on the Company's investment in the Wachovia Securities joint venture.

In each of the foregoing stress scenarios, assumed investment portfolio credit losses and impairments have been applied to the fixed income investments of Prudential Insurance and its insurance subsidiaries, including bonds (other than securities issued by the U.S. government and its agencies) and mortgage loans. The stress scenarios do not reflect any proceeds received from the Company's proposed public offering of its Common Stock referred to above.

Some of the potential actions assumed in estimating the RBC ratios to be reported by Prudential Insurance under the foregoing stress scenarios require regulatory approval and/or the agreement of counterparties, which are outside our control, or have economic costs associated with them, and it is possible that management would choose not to pursue them in light of the expected gain on the Company's investment in the Wachovia Securities joint venture or for other reasons. In addition, interest rate and equity market fluctuations materially impact the contribution of some of these potential actions to the RBC ratios to be reported by Prudential Insurance.

Investment in Wachovia Securities Joint Venture

As previously disclosed, on July 1, 2003, the Company combined its retail securities brokerage and clearing operations with those of Wachovia Corporation ("Wachovia") and formed Wachovia Securities, a joint venture currently headquartered in St. Louis, Missouri. On October 1, 2007, Wachovia completed the acquisition of A.G. Edwards, Inc. and on January 1, 2008 contributed the retail securities brokerage business of A.G. Edwards to the joint venture. Wachovia's contribution of this business entitled the Company to elect a "lookback" option (which the Company elected) that permits the Company to delay for a period of two years ending on January 1, 2010, the decision on whether or not to make payments to avoid or limit dilution of its 38% ownership interest in the joint . . .

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 News release, dated June 1, 2009, of Prudential Financial, Inc. announcing a proposed offering of its Common Stock.

99.2 News release, dated June 1, 2009, of Prudential Financial, Inc. announcing that it has determined not to participate in the U.S. Treasury's Capital Purchase Program.

Cautionary Note Regarding Forward Looking Statements

Certain of the statements included in this Current Report on Form 8-K 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:
(1) general economic, market and political conditions, including the performance and fluctuations of fixed income, equity, real estate and other financial markets, particularly in light of ongoing severe economic conditions and the severe stress experienced by the global financial markets that began in the second half of 2007 and has continued and substantially increased since then;
(2) the availability and cost of external financing for our operations, which has been affected by the stress experienced by the global financial markets;
(3) interest rate fluctuations; (4) reestimates of our reserves for future policy benefits and claims; (5) 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; (6) changes in our assumptions related to deferred policy acquisition costs, valuation of business acquired or goodwill; (7) changes in our claims-paying or credit ratings; (8) investment losses, defaults and counterparty non-performance; (9) competition in our product lines and for personnel; (10) changes in tax law; (11) economic, political, currency and other risks relating to our international operations;
(12) fluctuations in foreign currency exchange rates and foreign securities markets; (13) regulatory or legislative changes, including government actions in response to the stress experienced by the global financial markets; (14) adverse determinations in litigation or regulatory matters and our exposure to contingent liabilities, including in connection with our divestiture or winding down of businesses; (15) 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; (16) ineffectiveness of risk management policies and procedures in identifying, monitoring and managing risks; (17) effects of acquisitions, divestitures and restructurings, including possible difficulties in integrating and realizing the projected results of acquisitions; (18) changes in statutory or U.S. GAAP accounting principles, practices or policies; (19) changes in assumptions for retirement expense;
(20) 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 (21) risks due to the lack of legal separation between our Financial Services Businesses and our Closed Block Business. As noted above, the adverse market and economic conditions that began in the second half of 2007 have continued and substantially worsened since then. The foregoing risks are even more pronounced in these unprecedented market and economic conditions. Prudential Financial, Inc. does not intend, and is under no obligation, to update any particular forward-looking statement included in this Current Report on Form 8-K. The foregoing factors, as well as the risks of our businesses described in our Annual Report on Form 10-K for the year ended December 31, 2008 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2009, should be considered by readers when reviewing forward-looking statements contained in this Current Report on Form 8-K.

* The S&P 500� Index is a registered trademark of Standard & Poor's, a division of the McGraw-Hill Companies, Inc., which is the owner of all copyrights relating to this index and the source of the performance statistics of this index that are referred to in this report.