2018 Guide to Effective Proxies

2.17.6 CEO to median employee pay ratio | 405 6 TH EDITION | GUIDE TO EFFECTIVE PROXIES 2017 CEO Pay Ratio In accordance with SEC rules, for 2017, we determined the annual total compensation of our median compensated employee and present a comparison of that annual total compensation to the annual total compensation of our Chairman and CEO, John R. Strangfeld. • The 2017 annual total compensation of Mr. Strangfeld was $27,120,220. • The 2017 annual total compensation of our median compensated employee was $101,067. • Accordingly, the ratio of Mr. Strangfeld’s annual total compensation to the annual total compensation of our median compensated employee for 2017 was 268 to 1 * . * This ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of the SEC’s Regulation S-K. Calculating the 2017 CEO Pay Ratio Determining our Global Employee Population Jurisdictions Excluded from Employee Population (number of employees estimated as of October 1, 2017) To calculate this pay ratio, we began by identifying a median compensated employee for whom 2017 annual total compensation could be ascertained. We determined a median compensated employee by collecting compensation data for all employees, excluding employees in countries that, in the aggregate, comprise less than 5% of our global employee population (considered “de minimis ” under SEC rules). We also excluded from this population independent contractors and other individuals classified as non-employees in their respective jurisdictions based on our employment and payroll tax records. In total, we collected compensation data for employees in six countries, comprising 95.6% of our global employee population (approximately 43,000 full-time and part-time employees). These six countries are: the United States, Japan, Ireland, Taiwan, Brazil, and Korea. We excluded from the population approximately 2,000 employees from 14 jurisdictions, comprising 4.4% of our global population. The table on the right shows the number of excluded employees in each jurisdiction. As of October 1, 2017, Prudential had an aggregate of 44,857 employees, of which 18,311 were U.S. employees and 26,546 were non-U.S. employees. This total excludes independent contractors and other individuals classified as non-employees, such as certain sales associates. Country Employees (Estimate) Poland 406 Malaysia 381 Argentina 357 Italy 330 United Kingdom 188 Mexico 139 Singapore 72 Germany 58 Luxembourg 13 France 10 Australia 7 Hong Kong 5 China 2 India 2 Determining the Median Compensated Employee To identify our median compensated employee, we used “Total Cash Pay” as our compensation measure, which, for these purposes, included base salary, short-term incentive payments (e .g ., payments under our Annual Incentive Program), cash commissions and other similar payments. We determined the median compensated employee from our active, global employee population as described above as of October 1, 2017, using Total Cash Pay earned and paid from October 2, 2016 through October 1, 2017. We annualized Total Cash Pay for permanent employees hired during the period and did not make any cost-of-living adjustments. Any Total Cash Pay paid in a foreign currency was converted to U.S. Dollars at prevailing exchange rates as of October 1, 2017. Our “median compensated employee” is an individual who earned Total Cash Pay at the midpoint, that is, the point at which half of the global employee population earned more Total Cash Pay and half of the global employee population earned less Total Cash Pay. 68 | Notice of Annual Meeting of Shareholders and 2018 Proxy Statement Total of 02 pages in section PRUDENTIAL FINANCIAL, INC.