Summary of PRUDENTIAL FINANCIAL INC

Item 8.01 Other Events.

On December 4, 2012, Prudential Financial, Inc. (the "Company") closed the sale of $500,000,000 aggregate principal amount of its 5.75% Junior Subordinated Notes due 2052 and an additional $75,000,000 aggregate principal amount of the 5.75% Junior Subordinated Notes due 2052 representing the exercise of the over-allotment option by the underwriters (the "Junior Subordinated Notes").

The following documents relating to the sale of the Junior Subordinated Notes are filed as exhibits to this Current Report on Form 8-K:

Х Underwriting Agreement, dated November 27, 2012, among the Company and Morgan Stanley & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, UBS Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein;

Х Subordinated Debt Securities Indenture, dated June 17, 2008, between the Company and The Bank of New York Mellon (formerly known as The Bank of New York), as Trustee;

Х Seventh Supplemental Indenture, dated December 4, 2012, between the Company and The Bank of New York Mellon, as Trustee;

Х Form of Junior Subordinated Note;

Х Opinion of John M. Cafiero, dated December 4, 2012; and

Х Tax opinion of Sullivan & Cromwell LLP, dated December 4, 2012.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.                                  Description

    1.1           Underwriting Agreement, dated November 27, 2012, among the
                  Company and Morgan Stanley & Co. LLC, Merrill Lynch, Pierce,
                  Fenner & Smith Incorporated, UBS Securities LLC and Wells Fargo
                  Securities, LLC, as representatives of the several underwriters
                  named therein.

    4.1           Subordinated Debt Securities Indenture, dated June 17, 2008,
                  between the Company and The Bank of New York Mellon (formerly
                  known as The Bank of New York), as Trustee (incorporated by
                  reference to Exhibit 4.1 to the Company's Current Report on Form
                  8-K, filed with the Securities and Exchange Commission on June
                  17, 2008).

    4.2           Seventh Supplemental Indenture, dated December 4, 2012, between
                  the Company and The Bank of New York Mellon, as Trustee.

    4.3           Form of Junior Subordinated Note (included in Exhibit 4.2).

    5.1           Opinion of John M. Cafiero, dated December 4, 2012.

    8.1           Tax opinion of Sullivan & Cromwell LLP, dated December 4, 2012.

   23.1           Consent of John M. Cafiero (included in Exhibit 5.1).

   23.2           Consent of Sullivan & Cromwell LLP (included in Exhibit 8.1).