Filed pursuant to Rule 424(b)(3)
Registration File Nos. 333-123240, 333-123240-01 and 333-123240-02
Pricing Supplement No. 2 dated June 8, 2005
to the Prospectus dated March 21, 2005 and
the Prospectus Supplement dated March 30, 2005.
$300,000,000
PRUDENTIAL FINANCIAL, INC.
5.40% MEDIUM-TERM NOTES, SERIES C
DUE JUNE 13, 2035
The note being purchased has the following terms:
UNDERWRITERS AND
PRINCIPAL AMOUNT:
| Citigroup Global Markets Inc. |
$ | 105,000,000 | |
| J.P. Morgan Securities Inc. |
105,000,000 | ||
| BNY Capital Markets, Inc. |
18,000,000 | ||
| Harris Nesbitt Corp. |
18,000,000 | ||
| HSBC Securities (USA) Inc. |
18,000,000 | ||
| Mellon Financial Markets, LLC |
18,000,000 | ||
| Wachovia Capital Markets, LLC |
18,000,000 | ||
| TOTAL |
$ | 300,000,000 | |
STATED MATURITY: June 13, 2035
SPECIFIED CURRENCY: U.S. Dollars
principal: U.S. Dollars
interest: U.S. Dollars
exchange rate agent: Not applicable
ORIGINAL ISSUE DATE: June 13, 2005
ORIGINAL ISSUE PRICE: 99.280%
UNDERWRITERS COMMISSION: 0.875%
NET PROCEEDS TO PRUDENTIAL FINANCIAL: 98.405% or $295,215,000
ORIGINAL ISSUE DISCOUNT NOTE: Not applicable
FORM OF NOTE:
master global form only: Yes
non-global form available:
CUSIP No. 74432QAG0
ISIN No. US74432QAG01
REDEMPTION AND REPAYMENT: Not applicable
INTEREST RATE IS FIXED: Yes
Annual Rate: 5.40%
Interest Payment Dates: June 13 and December 13, commencing December 13, 2005
Regular Record Dates: June 1 and December 1
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
The first sentence under the heading “Validity of the Notes” beginning on page S-45 of the Prospectus Supplement is hereby amended to read in its entirety as follows:
“Unless otherwise specified in the applicable pricing supplement, the validity of the notes will be passed upon for Prudential Financial, Inc. by corporate counsel for Prudential Financial, Inc., who may be any one of Susan L. Blount, Esq., Brian J. Morris, Esq. or Stephen W. Gauster, Esq., and for the agents by Cleary Gottlieb Steen & Hamilton LLP.”
Supplemental Plan of Distribution
Certain of the underwriters may make the notes available for distribution on the Internet through a third-party system operated by Market Axess Corporation, an internet-based communications technology provider. Market Axess Corporation is providing the system for communications between such underwriters and their customers and is not a party to any transactions. Market Axess Corporation, a registered broker-dealer, will receive compensation from certain of the underwriters based on transactions they conduct through the system. Such underwriters will make the notes available to their customers through the Internet distributions on the same terms as distributions made through other channels.
Prudential Financial, Inc. estimates that the total offering expenses, excluding underwriting discounts and commissions paid to the underwriters, will be approximately $222,612.
| Citigroup | JPMorgan | |||||||||
| BNY Capital Markets, Inc. | ||||||||||
| Harris Nesbitt | ||||||||||
| HSBC | ||||||||||
| Mellon Financial Markets, LLC | ||||||||||
| Wachovia Securities | ||||||||||