A GUIDE TO

PRUDENTIAL’S GROUP ANNUITY

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Prudential is honored to provide the

payments you earned and that your

former employer purchased on your

behalf as a participant—or as the

beneficiary of a participant—in a

defined benefit pension plan.

You can have confidence in knowing

your payments are absolutely secure

and Prudential is wholly committed

to providing you with guaranteed

retirement income—seamlessly and

without interruption. Prudential is

privileged to fulfill the promise of

your pension benefits.

AFFIRMING OUR COMMITMENT

CONTENTSPrudential Heritage ... 2–3

Prudential Annuities .. 4–5

Safeguards and Guarantees......... 6–7

Prudential’s Financial Strength ..... 8–9

Focusing on Retirement Income ......12

At Prudential, we understand the financial concerns

you face today. We realize you count on your retirement

payments for financial security, and we appreciate your

need to know that these payments are coming from a

trusted source of strength and stability.

Prudential is counted among the world’s leading financial

services companies. Our heritage of pension plan expertise

and financial strength ensures that the retirement

payments we provide are well protected. Prudential has

been guaranteeing pension payments since 1928 without

missing a single payment to pensioners.

This brochure is intended to provide additional insight

about Prudential and the group annuity contracts we issue.

It is also designed to help you understand the legal and

regulatory protections you enjoy as a Prudential annuity

certificate holder.

PROVIDING PEACE OF MIND FOR 138 YEARS

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THE STRENGTH AND STABILITY OF THE ROCK

138 years of helping people achieve financial security

$1.131 trillion in assets under management

$327.8 billion in retirement assets1

7,589 retirement plans2

4 million plan participants and annuitants3

2nd out of 8 in Fortune® magazine’s 2013 World’s Most Admired Companies® ranking in the Insurance: Life and Health Category (Prudential Financial) (March 18, 2013)

Source: Prudential Retirement, as of March 31, 2014.

1 Defined contribution (DC) assets total $239.8 billion and defined benefit (DB) total $88.0 billion. DC includes Full Service, Investment Only, and Institutional Investment Products. Investment Only and Institutional Investment Products account for $149.6 billion ($80.2 billion DC and $69.4 billion DB) of total AUM.

2 DC total 4,314 plans and DB total 900 plans. Institutional Investment Products (IIP) total 2,375 plans.

3 DC total 2,562,897 and DB total 1,394,257. DB includes Full Service (577,325) and Institutional Investment Products (816,932).

Prudential Heritage

3

A PENSION LEADER

4 LIMRA Group Annuity Risk Transfer Survey, 1Q14. Based on assets of single premium buy-outs which are group annuity contracts used to assume certain benefit liabilities of a terminating pension plan or, in some cases, a plan settlement of specific groups.

In 1928, Prudential completed a pension risk

transfer transaction with the Cleveland Public

Library. In 2014, Prudential celebrates the

86th anniversary of that transaction, with six

of the original annuitants and beneficiaries

still receiving pension payments.

We have been an industry leader in

providing integrated pension plan services

to sponsors and participants, and have

developed systems specifically for pension

plan administration, which have the flexibility

to accommodate the varied needs of our

clients. As the largest pension annuity

insurer in the U.S.,4 we are a proven leader

in our ability to administer payments of

benefits to participants and annuitants.

Keeping promises is our core business.

Retirement security is our mission.

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The contracts employers purchase from Prudential to provide their workers with guaranteed income are group annuity contracts offered through The Prudential Insurance Company of America (PICA), a New Jersey life insurance company whose principal office is located in Newark, NJ.

Annuities are contracts sold by insurance companies that provide a reliable stream of income to covered persons, or annuitants, for their entire lives, or in some cases, for the lifetime of a joint annuitant (such as a spouse) thereafter. Annuities can also be established for a specific period of time. The payments provided by annuities are guaranteed, with the guarantees backed by the financial strength and claims-paying ability of the issuing insurance company.

When a pension plan distributes benefits to support the purchase of a Prudential group annuity contract, Prudential issues a legal document to each person who has a guaranteed annuity under the contract. The legal document is called a certificate, and it describes the terms of the annuity to which the annuitant is entitled. The certificate explains the annuity payments that are irrevocably guaranteed by Prudential.

The following questions and answers can provide you with a better understanding of annuities and their benefits.

1. What is a group annuity?

Group annuities are large annuity contracts designed for employers. Rather than having a number of smaller annuities, with each covering an individual employee, the group annuity is a contract that covers all eligible employees.

2. How does a group annuity work?

A group annuity is also a financial agreement between two parties. One party, the plan, pays an amount to the other party, the insurance company. The insurance company then converts that amount into periodic payments to provide guaranteed income for the group of employees covered by the agreement. Again, this process is called annuitization, and in this instance the agreement is known as a group annuity contract.

3. What are the advantages of group annuities?

Group annuity contracts make it possible to provide more workers with guaranteed retirement income less

UNDERSTANDING PRUDENTIAL ANNUITIESPlan �duiary buys annuity from Prudential

Group annuity certi�cate issued to each individual

Guaranteed payments to individuals, backed by �nancial strength of Prudential

PRUDENTIAL ANNUITY ROADMAP Prudential Annuities

5

expensively than if each worker had to be individually insured. And, similar to individual annuities, group annuities provide a number of advantages for annuitants, including:

• Guaranteed income for life, or for a specified period;

• The ability to provide ongoing income for a joint annuitant, such as a spouse;

• Protection against the possibility of outliving retirement income; and

• Security against financial market ups and downs.

4. What is a group annuity certificate?

A group annuity certificate is a legal document issued to each person who

has a guaranteed annuity under a group annuity contract. The certificate describes the terms of the annuity to which the covered person is entitled, and explains the annuity payments that are irrevocably guaranteed by the insurance company issuing the annuity.

5. How safe are annuities?

Because they are issued by highly regulated insurance companies that are required to maintain ample reserves to fully meet all of their financial obligations, annuities have proven to be very safe. Annuities are also backed by state guaranty association protection to the extent provided by state law. No other financial vehicle can provide lifelong, guaranteed income as efficiently or as safely as an annuity.

Prudential is well positioned to guarantee your annuity payments. We follow a proven, highly regulated approach for providing benefit security.

As an insurance company, Prudential is required by law to maintain ample reserves, which are amounts of money set aside exclusively to pay benefits owed to individuals under group annuity contracts. Prudential’s financial resources include not only reserves, but also capital, which is an additional amount of money we maintain as an added safety net.

In addition, Prudential follows strong risk-control procedures to ensure all invested assets are well protected and all financial obligations are met.

Risk management is our highest priority, and we maintain an independent risk management organization within Prudential. This structure demonstrates our commitment to a system of checks and balances designed to ensure benefit security.

We also remain subject to state regulatory supervision throughout the life of the promises we have made.

PROTECTING YOUR ANNUITY PAYMENTS

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Guarantees provided by insurance companies through group annuity contracts are among the strongest forms of benefit security available. When issuing group annuity contracts, an insurance company is required to:

• Maintain ample reserves to cover the promises made;

• Set aside additional capital to support the risk assumed;

• Test the adequacy of its assets and reserves every year, posting additional reserves if needed; and

• Remain subject to state regulatory supervision.

Annuitants also benefit from state guaranty association protections.

OFFERING SUPERIOR BENEFIT PROTECTIONReserves

ANNUITYSAFETY NETS

Capital

STATE REGULATORY SUPERVISIONINDEPENDE

NT R

ISK

MAN

AG

EMENT

Group annuity contracts are significantly different from typical pension plans. Pensions plans:

• Often hold riskier investment portfolios;

• Are not required to maintain additional reserves or explicit capital to cushion any losses that may occur; and

• Are only supported by the Pension Benefit Guaranty Corporation up to certain annual levels.

For an assessment of group annuity contracts and defined benefit pension plans as forms of retirement income, please see the Comparing Group Annuity Contracts and Defined Benefit Pension Plans insert included with this packet.

COMPARING ANNUITIES TO PENSION PLANS

Safeguards and Guarantees

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The annuities Prudential issues are also safeguarded by state guaranty association protection, which provide additional security in the highly unlikely event an insurance company becomes insolvent and its assets are insufficient to fully cover its obligations. This additional protection helps ensure every payment is made on time.

Each state (as well as the District of Columbia and Puerto Rico) has a guaranty association that operates under individual state laws. The state

you reside in determines your specific protection limits.

State guaranty associations act as a form of additional protections for customers of insurance companies, and are funded by insurance companies that sell insurance in any given state. (Coverage by guaranty associations is subject to certain limits, and the protections provided will vary based on state rules and the type of annuity benefit you are receiving.) Current coverage information can be found at www.nolhga.com.

BACKING FROM STATE GUARANTY ASSOCIATIONS

The annuity purchased on your behalf is a Separate Account annuity. This means the assets in the Separate Account are insulated from other liabilities of Prudential, providing enhanced annuitant security.

The assets in Prudential’s Separate Accounts primarily consist of high-grade, fixed-income securities. In the unlikely event the assets in a Separate

Account are exhausted, the full faith and credit of Prudential stands behind our commitments, and we will pay any remaining obligations to annuitants using our General Account assets.

Similar to our Separate Account assets, Prudential’s General Account assets are invested primarily in fixed-income securities, such as high-grade bonds.

ADDING AN ADDITIONAL LAYER OF SECURITY

State Guaranty Association

PICA General Account

Guaranteed Income ofPrudential Group Annuity

Insulated Separate Account

PRUDENTIAL SEPARATE ACCOUNT

PROTECTIONS

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Prudential has a long history of managing assets to match the liabilities of the promises we have made. As the second-largest insurance firm in the U.S., Prudential has:

• High ratings from the major independent ratings agencies;

• A broadly diversified portfolio; and

• Strong risk controls.

Prudential is strength-rated by the major independent ratings agencies

for our ability to meet our financial obligations.5 Ratings agencies base their financial strength ratings on thorough evaluations of an insurer’s balance sheet strength, operating performance and business profile. The financial strength ratings of The Prudential Insurance Company of America indicate that our position is solid, and that we have adequate capital and liquidity to meet our obligations.

CREATING SECURE RETIREMENT OUTCOMES

Making annuity payments to hard-working individuals is one of Prudential’s key capabilities and we consider it our most important objective. We firmly believe that pension benefits are exceptionally secure under a guaranteed group annuity.

Prudential Retirement®, a business of Prudential Financial, has been

guaranteeing pension plan payments since 1928, and is privileged to serve 4 million active workers and retirees.7

Our largest single client, with more than 240,000 annuitants, has been with us for over 50 years, and we are honored to still be making payments to our first pension buy-out client, the Cleveland Public Library, which partnered with Prudential 86 years ago.

DELIVERING RETIREMENT CERTAINTYPRUDENTIAL IS COMMITTED TO

BENEFIT SECURITY6

2.2 MILLIONcustomer calls

handled annually

9.8 MILLIONpayments disbursed

annually 

$9 BILLIONin annual

benefit payments

$328 BILLIONin retirement

account values*

*As of Mar. 31, 2014

PRUDENTIAL’S FINANCIAL

STRENGTH RATINGS5

A+A.M. Best

AA-Standard & Poor’s

A1Moody’s

A+Fitch Ratings

The Prudential Insurance Company of America

as of Feb. 5, 2014

Prudential’s Financial Strength

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Changing market conditions are challenging for companies around the world. Prudential prepares for this challenge with an investment portfolio that is conservatively invested in a wide range of mostly fixed-income securities across many industries and countries.

Prudential emerged from one of the most challenging economic eras in history—the Great Recession of 2008-2009—in a stronger financial position. The balanced mix of risks and

businesses we have built positioned us well to manage through the difficult economic environment.

With asset management and insurance solutions that help secure employee pensions and benefits in unpredictable times, we lead the way by turning uncertainty into confidence. We take pride in having always been there for our customers, through good times and bad.

MANAGING THROUGH A CHANGING MARKET

Prudential has always maintained sufficient reserves and strong risk-control procedures to ensure that all of our obligations are met. Insurance regulators have long required insurers to retain ample reserves and increase capital, if necessary, to ensure all obligations are met.

In 2013 Prudential Financial, Inc. was designated as a non-bank systemically important financial institution, or SIFI,

by the U.S. Government. As a SIFI, Prudential is:

• Monitored by the Federal Reserve Board;

• Required to set aside additional reserves; and

• Limited on the use of credit and exposure to other financial companies.

UPHOLDING STRONG RISK-CONTROL MEASURES

With our financial strength, investment capabilities and actuarial expertise, Prudential is uniquely suited to assume the responsibility of guaranteeing pension benefits.

Christine MarcksPresident, Prudential Retirement

5 Please see back cover for footnote 5.

6 Based on total annuitants and participants as of Dec. 31, 2013.

7 DC total 2,562,897 and DB total 1,394,257. DB includes Full Service (577,325) and Institutional Investment Products (816,932).

Notes

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Prudential’s experience and

dependability have made us a trusted

partner to millions of individuals and

thousands of organizations. Keeping

our promises, fulfilling our obligations

and doing business the right way are

principles that are firmly embedded in

our corporate culture.

We are honored to make the

retirement payments you earned as a

participant—or as the beneficiary of a

participant—in defined benefit pension

plans. And we are proud of our long

heritage of customer focus, service

excellence, and above all, integrity.

FOCUSING ONRETIREMENT INCOME

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1-855-778-7526

1-877-760-5166 (Hearing Impaired)

Monday through Friday, 8 a.m. to 9 p.m. ET

For more information about Prudential’s financial strength, please visit www.prudential.com and click on Investor Relations.

To access your Prudential account, please visit www.prudential.com/RetirementGateway/Welcome and click the LOGIN button.

FOR ADDITIONAL INFORMATION

Prudential’s buy-out is a group annuity contract issued by The Prudential Insurance Company of America (PICA), Newark, NJ 07102. Amounts contributed to the contract are deposited in a separate account established by PICA. Payment obligations specified in the group annuity contract are insurance claims supported by the assets in the separate account and, if such assets are not sufficient, by the full faith and credit of PICA. All guarantees are dependent on the claims-paying ability of the insurance company and are subject to certain limits, terms and conditions.

Prudential Financial and The Prudential Insurance Company of America are each solely responsible for their own contractual obligations and financial condition.

Products not available in all states.

Group annuity contracts are issued by The Prudential Insurance Company of America (PICA), Newark, NJ, a Prudential Financial company.

© 2014 Prudential Financial, Inc. and its related entities. Prudential, the Prudential logo, the Rock symbol, and Bring Your Challenges are service marks of Prudential Financial, Inc. and its related entities, registered in many jurisdictions worldwide.

0264479-00003-00 PRTBR015

280 Trumbull StreetHartford, CT 06103

www.prudential.com

5 All ratings are as of February 5, 2014. Claims-paying ratings represent the opinions of rating agencies regarding the financial ability of an insurance company to meet its obligations under its insurance policies. While ratings can be objective indicators of an insurance company’s financial strength and can provide a relative measure to help select among insurance companies, they are not guarantees of the future financial strength and/or claims-paying ability of a company. Ratings are subject to change and do not reflect any subsequent rating agency actions. We make every effort to update our literature as soon as possible after a ratings change. Please consult with your financial professional or visit our investor relations site, www.investor.prudential.com, for the most current ratings information.

A.M. Best considers “A+” (2nd category of 15) rated companies to have a superior ability to meet their ongoing obligations to policyholders. “A++” is the highest rating assigned by A.M. Best.

Moody’s indicates that “A1” (5th category of 21) rated insurance companies offer good financial security. Insurance companies rated “Aaa” offer exceptional financial security. In addition, Moody’s appends numerical modifiers 1, 2, 3 to each generic rating classification, with 1 being the highest and 3 being the lowest. While the credit policy of these companies is likely to change, such changes as can be visualized are most unlikely to impair their fundamentally strong position. “Aaa” is the highest insurer financial strength rating assigned by Moody’s.

According to Standard & Poor’s publications, an insurer rated “AA-” (4th category of 21) has very strong financial security characteristics, differing only slightly from those rated higher. An insurer rated “AAA” has extremely strong financial security characteristics. “AAA” is the highest insurer financial strength rating assigned by Standard & Poor’s.

Fitch indicates that “A+” (5th category of 21) companies are viewed as possessing strong capacity to meet policyholder and contract obligations. Risk factors are moderate, and the impact of any adverse business and economic factors is expected to be small. “AAA” is the highest rating issued by Fitch.