The Financial Stability Oversight Council approved the attached resolution by 

notational vote on December 17, 2015, by a vote of eight to one (with the 

independent member with insurance expertise opposed). The Chair of the 

Securities and Exchange Commission recused herself from the vote. 
RESOLUTION REGARDING REEVALUATION OF DETERMINATION

REGARDING PRUDENTIAL FINANCIAL, INC.

WHEREAS, section 113 of the Dodd-Frank Wall Street Reform and Consumer 

Protection Act (the “DFA”) authorizes the Financial Stability Oversight Council 

(the “Council”) to determine that a nonbank financial company shall be supervised 

by the Board of Governors of the Federal Reserve System (the “Federal Reserve”) 

and shall be subject to enhanced prudential standards if the Council determines that 

material financial distress at the nonbank financial company, or the nature, scope, 

size, scale, concentration, interconnectedness, or mix of the activities of the 

nonbank financial company, could pose a threat to the financial stability of the 

United States; and 

WHEREAS, section 113(d) of the DFA requires the Council not less frequently 

than annually to reevaluate each determination regarding a nonbank financial 

company under section 113 and rescind any such determination if the Council 

determines that the nonbank financial company no longer meets the standards for a 

determination under section 113; and 

 

WHEREAS, the Council issued a final rule and accompanying interpretive 

guidance (the “Rule and Guidance”), codified at 12 C.F.R. Part 1310, and adopted 
supplemental procedures on February 4, 2015, that describe the processes and 

procedures by which the Council will reevaluate each currently effective 

determination; and

WHEREAS, on September 19, 2013, the Council made a final determination, in 

accordance with the DFA and the Rule and Guidance, that Prudential Financial, 

Inc. (“Prudential”) shall be supervised by the Federal Reserve and shall be subject 

to enhanced prudential standards under the DFA; and 

WHEREAS, in connection with the Council’s reevaluation of its determination 

regarding Prudential, the Council provided Prudential an opportunity to submit 

written materials to the Council to contest the Council’s determination and to meet 

with the staffs of the Council Members and their Agencies; and 

WHEREAS, Prudential submitted materials to the Council and met with the staffs 

of the Council Members and their Agencies in connection with the Council’s 

reevaluation of its determination regarding Prudential; and

 
WHEREAS, the Council has considered a broad range of information available 

through existing public and regulatory sources, as well as information submitted to 

the Council by Prudential; and 

 

WHEREAS, based on the reevaluation of Prudential, the staffs of the Council 

Members and their Agencies recommend that the Council not rescind its 

determination regarding Prudential; and 

WHEREAS, the members of the Council have considered the issues and the record 

in connection with the following actions. 

NOW, THEREFORE, BE IT RESOLVED, that, based on the information, 

considerations, and analysis set forth in the attached “Notice Regarding the 

Financial Stability Oversight Council’s Reevaluation of the Determination

Regarding Prudential Financial, Inc.” (the “Reevaluation Notice”), and on a review 

of the administrative record, the Council hereby does not rescind its determination, 

pursuant to section 113 of the DFA, that material financial distress at Prudential 

could pose a threat to the financial stability of the United States and that Prudential 

shall be supervised by the Federal Reserve and shall be subject to prudential 

standards, in accordance with Title I of the DFA.
BE IT FURTHER RESOLVED, that the Council hereby authorizes the 

Reevaluation Notice to be sent to Prudential and its primary financial regulatory 

agencies. 

BE IT FURTHER RESOLVED, that the Council hereby delegates authority to the 

Chairperson, or his designee, to make technical, nonsubstantive, or conforming 

changes to the text of the Reevaluation Notice.