Fitch Ratings has assigned a 'BBB' rating to $500 million of 4.125% junior subordinated notes due 2060 and $800 million of 3.700% fixed-to-fixed reset rate junior subordinated notes due 2050 issued by Prudential Financial, Inc. (PFI).

Existing ratings assigned to PFI and its affiliates are unaffected by today's rating action. The Rating Outlook is Stable.

KEY RATING DRIVERS

The rating assigned to the new junior subordinated notes is equivalent to the rating assigned to PFI's existing junior subordinated notes and reflects standard notching based on Fitch's criteria.

Fitch expects proceeds from the note issuance to be used to redeem an equivalent amount of outstanding junior subordinated notes. As a result, the issuance will have no impact on PFI's current leverage metrics.

Fitch affirmed the ratings of PFI and its insurance subsidiaries with a Stable Outlook on May 18, 2020. For more detail, see Fitch's press release at www.fitchratings.com.

RATING SENSITIVITIES

Given PFI's proportionally large Japan operations, its ratings are somewhat constrained by challenging macroeconomic conditions in Japan. As a result, an upgrade of PFI's ratings is unlikely absent an improvement in Fitch's assessment of PFI's Japan operations and environment.

Additional factors that could, individually or collectively, lead to a positive rating action/upgrade include:

Reduction in financial leverage to 20% or below;

GAAP fixed-charge coverage ratio in the 12x to 14x range;

Regulatory capital ratios in the U.S. and Japan remaining near current levels;

Prism capital score of 'Very Strong' and TFC ratio at or below 0.8x.

Factors that could, individually or collectively, lead to negative rating action/downgrade:

GAAP return on equity (ROE) below 10%;

Financial leverage above 30%;

TFC above 1.5x; stated NAIC RBC ratio below 350% and Japan solvency margin ratio (SMR) below 700%;

Prism capital score below 'Strong' and GAAP fixed charge coverage ratio below 8x;

Deterioration in the creditworthiness of PFI's Japan business.

BEST/WORST CASE RATING SCENARIO

International scale credit ratings of Financial Institutions and Covered Bond issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. For more information about the methodology used to determine sector-specific best- and worst-case scenario credit ratings, visit [https://www.fitchratings.com/site/re/10111579]

REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF RATING

The principal sources of information used in the analysis are described in the Applicable Criteria.

ESG CONSIDERATIONS

The highest level of ESG credit relevance, if present, is a score of 3. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity(ies), either due to their nature or to the way in which they are being managed by the entity(ies). For more information on Fitch's ESG Relevance Scores, visit www.fitchratings.com/esg.

RATING ACTIONS

ENTITY/DEBT	RATING

Prudential Financial, Inc.

junior subordinated

LT	BBB 	New Rating

VIEW ADDITIONAL RATING DETAILS

Additional information is available on www.fitchratings.com

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