<Page> UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (MARK ONE) X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE - - SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2001 OR _ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER 33-86780 PRUCO LIFE INSURANCE COMPANY IN RESPECT OF PRUCO LIFE VARIABLE CONTRACT REAL PROPERTY ACCOUNT -------------------------------------------------- (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) ARIZONA 22-1944557 - ----------------------------------- ------------------------------------ (STATE OR OTHER JURISDICTION OF (IRS EMPLOYER IDENTIFICATION NO.) INCORPORATION OR ORGANIZATION) 213 WASHINGTON STREET, NEWARK, NEW JERSEY 07102-2992 ---------------------------------------------------- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) (800) 778-2255 ---------------------------------------------------- (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED TO BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES X NO --- --- <Page> PRUCO LIFE VARIABLE CONTRACT REAL PROPERTY ACCOUNT (REGISTRANT) INDEX <Table> <Caption> PAGE PART I - FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) A. PRUCO LIFE VARIABLE CONTRACT REAL PROPERTY ACCOUNT Statements of Net Assets - June 30, 2001 and December 31, 2000 3 Statements of Operations - Three and Six Months Ended June 30, 2001 and 2000 3 Statements of Changes in Net Assets - Three and Six Months Ended June 30, 2001 and 2000 3 Notes to the Financial Statements of the Account 4 B. THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP Consolidated Statements of Assets and Liabilities - June 30, 2001 and December 31, 2000 6 Consolidated Statements of Operations - Three and Six Months Ended June 30, 2001 and 2000 7 Consolidated Statements of Changes in Net Assets - Six Months Ended June 30, 2001 and 2000 8 Consolidated Statements of Cash Flows - Six Months Ended June 30, 2001 and 2000 9 Consolidated Schedules of Investments - June 30, 2001 and December 31, 2000 10 Notes to the Financial Statements of the Partnership 15 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 16 Item 3. Quantitative and Qualitative Disclosures about Market Risks 22 PART II - OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders 23 Item 6. Exhibits and Reports on Form 8-K 23 Signature Page 24 </Table> 2 <Page> FINANCIAL STATEMENTS OF PRUCO LIFE VARIABLE CONTRACT REAL PROPERTY ACCOUNT STATEMENTS OF NET ASSETS June 30, 2001 and December 31, 2000 <Table> <Caption> JUNE 30, 2001 (UNAUDITED) DECEMBER 31, 2000 ------------------ ------------------ ASSETS Investment in The Prudential Variable Contract Real Property Partnership (Note 2) $ 117,629,264 $ 112,527,164 ------------------ ------------------ Net Assets $ 117,629,264 $ 112,527,164 ================== ================== NET ASSETS, REPRESENTING: Equity of contract owners (Note 3) $ 79,793,985 $ 78,534,051 Equity of Pruco Life Insurance Company 37,835,279 33,993,113 ------------------ ------------------ $ 117,629,264 $ 112,527,164 ================== ================== </Table> STATEMENTS OF OPERATIONS <Table> <Caption> For the six and three months ended June 30, 2001 and 2000 1/1/2001-6/30/2001 1/1/2000-6/30/2000 4/1/2001-6/30/2001 4/1/2000-6/30/2000 (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) ------------------ ------------------ ------------------ ------------------ INVESTMENT INCOME Net investment income from Partnership operations $ 3,341,666 $ 3,767,917 $ 1,746,740 $ 1,781,551 ------------------ ------------------ ------------------ ------------------ EXPENSES Charges to contract owners for assuming mortality risk and expense risk and for administration 241,219 241,920 121,452 120,395 ------------------ ------------------ ------------------ ------------------ NET INVESTMENT INCOME 3,100,447 3,525,997 1,625,288 1,661,156 ------------------ ------------------ ------------------ ------------------ NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS Net change in unrealized gain (loss) on investments in Partnership 1,769,119 (1,115,504) 2,033,417 507,993 Realized gain (loss) on sale of investments in Partnership (8,685) 874,672 46,354 814,962 ------------------ ------------------ ------------------ ------------------ NET GAIN (LOSS) ON INVESTMENTS 1,760,434 (240,832) 2,079,771 1,322,955 ------------------ ---------------- ------------------ ------------------ NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 4,860,881 $ 3,285,165 $ 3,705,059 $ 2,984,111 ================== ================== ================== ================== </Table> STATEMENTS OF CHANGES IN NET ASSETS <Table> <Caption> For the six and three months ended June 30, 2001 and 2000 1/1/2001-6/30/2001 1/1/2000-6/30/2000 4/1/2001-6/30/2001 4/1/2000-6/30/2000 (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) ------------------ ------------------ ------------------ ----------------- OPERATIONS Net investment income $ 3,100,447 3,525,997 $ 1,625,288 1,661,156 Net change in unrealized gain (loss) on investments in Partnership 1,769,119 (1,115,504) 2,033,417 507,993 Realized gain (loss) on sale of investments in Partnership (8,685) 874,672 46,354 814,962 ------------------ ------------------ ------------------ ------------------ NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS 4,860,881 3,285,165 3,705,059 2,984,111 ------------------ ------------------ ------------------ ------------------ CAPITAL TRANSACTIONS Net withdrawals by contract owners (Note 4) (1,999,124) (3,316,566) (1,014,672) (1,733,310) Net contributions (withdrawals) by Pruco Life Insurance Company 2,240,343 (4,441,514) 1,136,124 (6,146,295) ------------------ ------------------ ------------------ ------------------ NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM CAPITAL TRANSACTIONS 241,219 (7,758,080) 121,452 (7,879,605) ------------------ ------------------ ------------------ ------------------ TOTAL INCREASE (DECREASE) IN NET ASSETS 5,102,100 (4,472,915) 3,826,511 (4,895,494) NET ASSETS Beginning of period 112,527,164 117,725,227 113,802,753 118,147,806 ------------------ ------------------ ------------------ ------------------ End of period $ 117,629,264 $ 113,252,312 $ 117,629,264 $ 113,252,312 ================== ================== ================== ================== </Table> 3 <Page> NOTES TO THE FINANCIAL STATEMENTS OF PRUCO LIFE VARIABLE CONTRACT REAL PROPERTY ACCOUNT JUNE 30, 2001 (UNAUDITED) NOTE 1: BASIS OF PRESENTATION The Pruco Life Variable Contract Real Property Account ("Real Property Account") is used to fund benefits under certain variable life insurance and variable annuity contracts issued by Pruco Life Insurance Company. These products are Variable Appreciable Life ("VAL"), Variable Life ("VLI"), Discovery Plus ("SPVA"), and Discovery Life Plus ("SPVL"). The accompanying unaudited financial statements included herein have been prepared in accordance with the requirements of Form 10-Q and accounting principles generally accepted in the United States of America for interim financial information. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the six months ended June 30, 2001 are not necessarily indicative of the results that may be expected for the year ended December 31, 2001. For further information, refer to the financial statements and notes thereto included in the Real Property Account's December 31, 2000 Annual Report on Form 10K. NOTE 2: INVESTMENT INFORMATION FOR THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP The investment in The Prudential Variable Contract Real Property Partnership (the "Partnership") is based on the Real Property Account's proportionate interest of the Partnership's market value. At June 30, 2001 and December 31, 2000, the Real Property Account's interest in the Partnership was approximately 54.5% or 4,949,340 shares (rounded). The number of shares (rounded) held by the Real Property Account in the Partnership, the Partnership net asset value per share (rounded) and the aggregate cost of investments in the Real Property Account's shares held at June 30, 2001 and December 31, 2000 were as follows: <Table> <Caption> JUNE 30, 2001 (UNAUDITED) DECEMBER 31, 2000 -------------- ----------------- NUMBER OF SHARES (ROUNDED): 4,949,340 4,949,340 NET ASSET VALUE PER SHARE (ROUNDED): $23.77 $22.74 COST: $53,466,976 $53,466,976 </Table> NOTE 3: CONTRACT OWNER EQUITY INFORMATION Contract owner equity at June 30, 2001 and December 31, 2000 by product, were as follows: <Table> <Caption> JUNE 30, 2001 (UNAUDITED) DECEMBER 31, 2000 -------------- ----------------- VAL $69,890,652 $68,838,388 VLI 5,296,110 5,153,802 SPVA 495,784 496,904 SPVL 4,111,439 4,044,957 --------- --------- TOTAL $79,793,985 $78,534,051 =========== =========== </Table> 4 <Page> NOTES TO THE FINANCIAL STATEMENTS OF PRUCO LIFE VARIABLE CONTRACT REAL PROPERTY ACCOUNT JUNE 30, 2001 (UNAUDITED) NOTE 4: NET WITHDRAWALS BY CONTRACT OWNERS Net withdrawals by contract owners for the real estate investment option in Pruco Life Insurance Company's variable insurance and variable annuity products for the six months ended June 30, 2001 and 2000, were as follows: <Table> <Caption> JUNE 30, 2001 (UNAUDITED) 2000 ---- ---- VAL $1,810,274 $3,024,189 VLI 79,981 34,598 SPVA 19,830 54,395 SPVL 89,039 203,384 ------ ------- TOTAL $1,999,124 $ 3,316,566 ========== =========== </Table> 5 <Page> THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES <Table> <Caption> JUNE 30, 2001 (UNAUDITED) DECEMBER 31, 2000 ------------------------- ------------------------- ASSETS REAL ESTATE INVESTMENTS - At estimated market value: Real estate and improvements (cost: 6/30/2001 -- $209,004,684; 12/31/2000 -- $173,748,950) $198,407,674 $162,213,095 Real estate partnership (cost: 6/30/2001 -- $6,374,819; 12/31/2000 -- $5,985,783) 5,998,069 5,445,528 Real estate investment trusts (cost: 6/30/2001 -- $33,519,342; 12/31/2000 -- $31,896,908) 38,586,244 35,224,737 ------------------------- ------------------------- Total real estate investments 242,991,987 202,883,360 MARKETABLE SECURITIES - At estimated market value (cost: 6/30/2001 -- $0; 12/31/2000 -- $4,916,327) 0 4,916,494 CASH AND CASH EQUIVALENTS 6,014,300 10,543,821 DIVIDEND RECEIVABLE 246,644 242,341 OTHER ASSETS (net of allowance for uncollectable accounts: 6/30/2001 -- $98,000; 12/31/2000 -- $91,000) 3,997,266 2,926,280 ------------------------- ------------------------- Total assets 253,250,197 221,512,296 ------------------------- ------------------------- LIABILITIES MORTGAGE LOAN PAYABLE 29,277,697 10,092,355 ACCOUNTS PAYABLE AND ACCRUED EXPENSES 4,018,506 2,517,818 DUE TO AFFILIATES 880,261 887,434 OTHER LIABILITIES 1,571,506 669,209 MINORITY INTEREST 1,798,115 997,401 ------------------------- ------------------------- Total liabilities 37,546,085 15,164,217 ------------------------- ------------------------- PARTNERS' EQUITY 215,704,112 206,348,079 ------------------------- ------------------------- Total liabilities and partners' equity $253,250,197 $221,512,296 ========================= ========================= NUMBER OF SHARES OUTSTANDING AT END OF PERIOD 9,075,913 9,075,913 ========================= ========================= SHARE VALUE AT END OF PERIOD $23.77 $22.74 ========================= ========================= THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS. </Table> 6 <Page> THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) <Table> <Caption> SIX MONTHS ENDED THREE MONTHS ENDED JUNE 30, JUNE 30, ------------ ------------ ------------ ------------ 2001 2000 2001 2000 ------------ ------------ ------------ ------------ INVESTMENT INCOME: Revenue from real estate and improvements $ 11,238,156 $ 11,465,567 $ 6,032,932 $ 5,604,105 Equity in income of real estate partnership 389,036 320,176 276,841 150,963 Dividend Income from real estate investment trusts 1,175,459 779,915 597,381 426,164 Interest on short-term investments 212,242 531,530 63,196 283,782 ------------ ------------ ------------ ------------ Total investment income 13,014,893 13,097,188 6,970,350 6,465,014 ------------ ------------ ------------ ------------ EXPENSES: Investment management fee 1,344,767 1,348,173 674,853 679,858 Real estate taxes 1,297,049 1,302,236 695,295 644,837 Administrative 1,240,643 1,291,973 675,017 675,115 Operating 2,210,109 2,100,095 1,228,286 1,145,456 Interest 727,878 353,707 468,349 177,600 Minority interest 66,625 (33,746) 25,444 (45,531) ------------ ------------ ------------ ------------ Total investment expenses 6,887,071 6,362,438 3,767,244 3,277,335 ------------ ------------ ------------ ------------ NET INVESTMENT INCOME 6,127,822 6,734,750 3,203,106 3,187,679 ------------ ------------ ------------ ------------ REALIZED AND UNREALIZED (LOSS) GAIN ON INVESTMENTS Net proceeds from real estate investments sold 7,166,413 18,734,655 5,705,397 15,004,105 Less: Cost of real estate investments sold 6,962,159 19,660,942 5,404,921 15,117,339 Realization of prior periods' unrealized gain (loss) on real estate investments sold 220,180 (2,489,670) 313,261 (300,934) ------------ ------------ ------------ ------------ Net realized (loss) gain on real estate investments sold (15,926) 1,563,383 (12,785) 187,700 ------------ ------------ ------------ ------------ Change in unrealized gain (loss) on real estate investments 3,061,603 (1,868,532) 3,680,596 2,311,535 Minority interest in unrealized (gain) loss on investments (182,534) 126,875 (145,997) 138,789 ------------ ------------ ------------ ------------ Net unrealized gain (loss) on real estate investments 3,244,137 (1,995,407) 3,826,593 2,172,746 ------------ ------------ ------------ ------------ NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS 3,228,211 (432,024) 3,813,808 2,360,446 ------------ ------------ ------------ ------------ NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 9,356,033 $ 6,302,726 $ 7,016,914 $ 5,548,125 ============ ============ ============ ============ THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS. </Table> 7 <Page> THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS (Unaudited) <Table> <Caption> SIX MONTHS SIX MONTHS ENDED ENDED JUNE 30, 2001 JUNE 30, 2000 ------------------------ ------------------------ NET INCREASE IN NET ASSETS FROM OPERATIONS: Net investment income $6,127,822 $6,734,750 Net realized (loss) gain on real estate investments sold (15,926) 1,563,383 Net unrealized gain (loss) on real estate investments 3,244,137 (1,995,407) ------------------------ ------------------------ Net increase in net assets resulting from operations 9,356,033 6,302,726 ------------------------ ------------------------ NET DECREASE IN NET ASSETS FROM CAPITAL TRANSACTIONS: Withdrawals by partners (6/30/2001 -- 0 shares; 6/30/2000 -- 372,636 shares) - (8,000,000) ------------------------ ------------------------ Net decrease in net assets resulting from capital transactions - (8,000,000) ------------------------ ------------------------ NET INCREASE (DECREASE) IN NET ASSETS 9,356,033 (1,697,274) NET ASSETS - Beginning of period 206,348,079 210,222,940 ------------------------ ------------------------ NET ASSETS - End of period $215,704,112 $208,525,666 ======================== ======================== THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS. </Table> 8 <Page> THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) <Table> <Caption> SIX MONTHS SIX MONTHS ENDED ENDED JUNE 30, 2001 JUNE 30, 2000 ------------------------- ------------------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net increase in net assets resulting from operations $9,356,033 $6,302,726 Adjustments to reconcile net increase in net assets resulting from operations to net cash flows from operating activities: Net realized and unrealized (gain) loss on investments (3,228,211) 432,024 Equity in income of real estate partnership in excess of distributions (389,037) (320,175) Minority interest from operating activities 66,625 (33,746) Bad debt expense 22,874 2,709 (Increase) Decrease in: Dividend receivable (4,303) (24,443) Other assets (1,093,860) (2,101,321) Increase (Decrease) in: Accounts payable and accrued expenses 1,500,688 386,764 Due to affiliates (7,173) 40,242 Other liabilities 902,297 176,659 ------------------------- ------------------------- Net cash flows from operating activities 7,125,933 4,861,439 ------------------------- ------------------------- CASH FLOWS FROM INVESTING ACTIVITIES: Net proceeds from real estate investments sold 7,166,413 18,734,655 Acquisition of real estate investment trust (8,584,594) (9,430,630) Acquisition of real estate property (14,592,520) 0 Additions to real estate property (1,323,459) (2,290,498) Sale of marketable securities, net 4,916,494 2,797,008 ------------------------- ------------------------- Net cash flows from investing activities (12,417,666) 9,810,535 ------------------------- ------------------------- CASH FLOWS FROM FINANCING ACTIVITIES: Principal payments on mortgage loan payable (154,412) (47,108) Withdrawals by partners 0 (8,000,000) Distributions to minority interest partners (4,791) 0 Contributions from minority interest partners 921,415 145,586 ------------------------- ------------------------- Net cash flows from financing activities 762,212 (7,901,522) ------------------------- ------------------------- NET CHANGE IN CASH AND CASH EQUIVALENTS (4,529,521) 6,770,452 CASH AND CASH EQUIVALENTS - Beginning of period 10,543,821 13,972,669 ------------------------- ------------------------- CASH AND CASH EQUIVALENTS - End of period $6,014,300 $20,743,121 ========================= ========================= SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the six months for interest $727,878 $353,707 ========================= ========================= SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING ACTIVITY: Assumption of mortgage loans payable $19,339,754 $0 ========================= ========================= THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS. </Table> 9 <Page> THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP SCHEDULE OF INVESTMENTS <Table> <Caption> JUNE 30, 2001(UNAUDITED) DECEMBER 31, 2000 ---------------------------- --------------------------- ESTIMATED ESTIMATED MARKET MARKET COST VALUE COST VALUE ---------------------------- --------------------------- REAL ESTATE AND IMPROVEMENTS - PERCENT OF NET ASSETS 92.0% 78.6% Location Description - --------------------------------------------------------------------------------------------------------- Lisle, IL Office Building $ 22,483,273 $ 14,715,838 $ 22,267,422 $ 14,134,722 Atlanta, GA Garden Apartments 15,681,994 17,914,642 15,667,354 17,800,002 Roswell, GA Retail Shopping Center 32,553,839 26,616,971 32,533,052 26,874,838 Bolingbrook, IL Warehouse 9,012,838 6,600,000 9,012,838 6,664,810 Raleigh, NC Garden Apartments 15,859,238 17,204,616 15,847,460 17,200,000 Brentwood, TN Office Building 9,829,712 11,046,430 9,657,787 10,396,565 Oakbrook Terrace, IL Office Complex 13,148,557 13,725,381 13,021,251 12,716,910 Beaverton, OR Office Complex 11,557,424 11,204,159 11,225,040 10,623,809 Salt Lake City, UT Industrial Building 5,728,353 5,587,694 5,640,709 5,900,050 Aurora, CO Industrial Building 10,131,358 9,900,000 10,131,358 9,800,714 Brentwood, TN Office Complex 9,609,133 9,600,000 9,609,133 9,600,675 Jacksonville, FL* Garden Apartments 19,476,690 20,400,000 19,135,546 20,500,000 Gresham/Salem, OR* Garden Apartments 18,540,332 18,500,000 -- -- Hampton, VA* Retail Shopping Center 15,391,943 15,391,943 -- -- --------------------------------------------------------- $209,004,684 $198,407,674 $173,748,950 $162,213,095 ========================================================= REAL ESTATE PARTNERSHIP - PERCENT OF NET ASSETS 2.8% 2.6% Location Description - --------------------------------------------------------------------------------------------------------- --------------------------------------------------------- Kansas City, KS; MO Retail Shopping Center $6,374,819 $5,998,069 $5,985,783 $5,445,528 ========================================================= * Real estate partnerships accounted for by the consolidated method. THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS. </Table> 10 <Page> THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP SCHEDULE OF INVESTMENTS (UNAUDITED) <Table> <Caption> JUNE 30, 2001 (UNAUDITED) ------------------------------------------ ESTIMATED MARKET COST VALUE ------------------------------------------ REAL ESTATE INVESTMENT TRUSTS - PERCENT OF NET ASSETS 17.9% - ----------------------------------------------------------------------------------------------------------------- AMB Property Corporation (30,000 Shares) $706,770 $772,800 AMLI Residential Properties (20,000 Shares) 471,200 492,000 Alexanderia Real Est Equities (20,000 Shares) 740,990 796,000 Apartment Invt & Mgmt Co.- Class A (38,900 Shares) 1,673,578 1,874,980 Archstone Communities Trust (25,000 Shares) 592,188 644,500 Avalonbay Communities Inc (15,000 Shares) 683,900 701,250 Boston Properties Inc (50,000 Shares) 1,955,403 2,045,000 CBL & Associates Prop (30,800 Shares) 741,988 945,252 Carramerica Realty (6,300 Shares) 189,298 192,150 Centerpoint Properties Corp (18,600 Shares) 632,302 933,720 Crescent Real Estate Eqt Co (35,000 Shares) 779,433 859,950 Duke-Weeks Realty Corp (47,000 Shares) 1,070,320 1,167,950 Equity Office Properties Trust (94,400 Shares) 2,684,928 2,985,872 Equity Residential Property Trust (40,000 Shares) 1,987,247 2,262,000 Essex Property Trust Inc (15,000 Shares) 593,700 743,250 Felcor Lodging Trust (31,000 Shares) 699,510 725,400 First Industrial Realty Trust (25,000 Shares) 781,100 803,500 Franchise Finance Cp Amer (46,300 Shares) 1,105,692 1,162,593 General Growth Properties (22,000 Shares) 714,894 865,920 Glimcher Realty Trust (23,400 Shares) 354,098 418,860 Health Care REIT Inc (15,000 Shares) 347,700 356,250 Host Marriott Corp (120,000 Shares) 1,297,692 1,502,400 IRT Property (45,000 Shares) 406,395 490,050 Innkeepers USA Trust (55,000 Shares) 563,875 658,900 Kilroy Realty Corp (20,000 Shares) 505,138 582,000 Kimco Realty (15,000 Shares) 612,612 710,250 Liberty Property LP (35,000 Shares) 899,563 1,036,000 Meristar Hospitality Corp (37,500 Shares) 636,151 890,625 Mission West Properties (58,200 Shares) 455,365 704,220 Parkway Properties Inc (25,000 Shares) 782,750 881,250 Prentiss Properties Trust (29,400 Shares) 729,994 773,220 Prologis Trust (25,000 Shares) 514,355 568,000 SL Green Realty Corp (9,000 Shares) 248,004 272,790 Shurgard Storage Centers (20,000 Shares) 478,500 625,000 Simon Property Group Inc (45,000 Shares) 1,032,157 1,348,650 Spieker Properties (27,000 Shares) 1,197,078 1,618,650 Taubman Centers Inc (20,000 Shares) 271,390 280,000 United Dominion Realty Trust (40,000 Shares) 561,928 574,000 Ventas Inc. (65,000 Shares) 557,958 711,750 Vornado Realty Trust (29,800 Shares) 1,028,569 1,163,392 Washington Reit (30,000 Shares) 566,454 709,200 Apartment Invt & Mgmt Co.-Preferred Stock (10,000 Shares) 212,844 246,300 Public Storage Inc. - Preferred Stock (20,000 Shares) 454,331 490,400 ----------------- ------------------- TOTAL REAL ESTATE INVESTMENT TRUSTS $33,519,342 $38,586,244 ================= =================== THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS. </Table> 11 <Page> THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP SCHEDULE OF INVESTMENTS <Table> <Caption> DECEMBER 31, 2000 ------------------------------------------ ESTIMATED MARKET COST VALUE ------------------------------------------ REAL ESTATE INVESTMENT TRUSTS - PERCENT OF NET ASSETS 17.1% - ---------------------------------------------------------------------------------------------------------- Alexandria Real Est Equities (5,000 shares) $181,188 $185,938 AMB Property Corporation (30,000 shares) 706,770 774,375 AMLI Residential Properties (30,000 shares) 706,800 740,625 Apartment Inv & Mgmt Co, Class A (28,900 shares) 1,218,828 1,443,194 Archstone Communities Trust (25,000 shares) 592,188 643,750 Avalonbay Communities Inc (15,000 shares) 683,900 751,875 Boston Properties Inc (25,000 shares) 995,339 1,087,500 Brandywine Realty Trust (15,000 shares) 321,338 310,313 CBL & Associates Prop (30,800 shares) 741,988 779,625 Cabot Industrial Trust (40,000 shares) 820,726 767,500 Centerpoint Properties Corp. (18,600 shares) 632,302 878,850 Cousins Properties (20,000 shares) 551,200 558,750 Crescent Real Estate Eqt Co (25,000 shares) 565,563 556,250 Duke - Weeks Realty Corporation (47,000 shares) 1,070,320 1,157,375 Equity Office Properties Trust (77,400 shares) 2,215,533 2,525,175 Equity Residential Property Trust (30,000 shares) 1,450,732 1,659,375 Essex Property Trust, Inc (15,000 shares) 593,700 821,250 First Industrial Realty Trust (25,000 shares) 781,100 850,000 Franchise Finance Cp Amer (51,300 shares) 1,228,281 1,195,931 Gables Residential Trust (25,000 shares) 632,750 700,000 General Growth Properties (22,000 shares) 714,894 796,125 Highwoods Properties Inc (30,000 shares) 758,832 746,250 Host Marriot Corp (105,000 shares) 1,114,575 1,358,438 Innkeepers USA Trust (50,000 shares) 512,375 553,125 IRT Property (45,000 shares) 406,395 365,625 Kilroy Realty Corp. (30,000 shares) 746,886 856,875 Kimco Realty (15,000 shares) 612,612 662,813 Liberty Property LP (35,000 shares) 899,563 999,688 Macerich Co (30,000 shares) 670,490 575,625 MeriStar Hospitality Corp (37,500 shares) 636,151 738,281 Mission West Properties (88,200 shares) 697,122 1,223,775 Parkway Properties Inc (25,000 shares) 782,750 742,188 Public Storage Inc (5,000 shares) 113,763 121,563 Reckson Assoc Realty Corp. (32,500 shares) 805,150 814,531 Regency Realty Corp (25,000 shares) 576,600 592,188 Saul Centers Inc (1,700 shares) 29,085 31,663 Shurgard Storage Centers (20,000 shares) 478,500 488,750 Simon Property Group Inc (45,000 shares) 1,032,357 1,080,000 Spieker Properties (27,000 shares) 1,197,078 1,353,375 Summit Properties Inc (12,000 shares) 292,832 312,000 Vornado Realty Trust (29,800 shares) 1,028,569 1,141,713 Washington Reit (40,000 shares) 759,220 945,000 Public Storage Inc, Preferred Stock (15,000 shares) 340,569 337,500 ------------------ ------------------ TOTAL REAL ESTATE INVESTMENT TRUSTS $31,896,908 $35,224,737 ================== ================== THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS. </Table> 12 <Page> THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP SCHEDULE OF INVESTMENTS <Table> <Caption> JUNE 30, 2001 (UNAUDITED) ------------------------------------- ESTIMATED FACE AMOUNT COST MARKET VALUE ---------- ---------- ---------- MARKETABLE SECURITIES - Percent of Net Assets 0.0% - - - ---------- ---------- ---------- TOTAL MARKETABLE SECURITIES $ 0 $ 0 $ 0 ========== ========== ========== CASH AND CASH EQUIVALENTS - PERCENT OF NET ASSETS 2.8% Hershey Foods Corp., 4.25%, July 2, 2001 $ 500,000 $ 499,823 $ 499,823 Schering Corp., 4.15%, July 2, 2001 500,000 499,827 499,827 United Parcel Svc., 4.25%, July 2, 2001 239,000 238,915 238,915 Merck & Co. Inc., 3.80%, July 5, 2001 400,000 399,578 399,578 Salomon Smith Barney Hldgs Inc., 3.85%., July 6, 2001 500,000 499,038 499,038 General Electric Capital Corp., 3.98%., July 9, 2001 500,000 496,739 496,739 American Express Cr. Corp., 4.01%., July 13, 2001 500,000 496,658 496,658 Paccar Financial Corp., 3.68%., July 26, 2001 311,000 309,919 309,919 Nike Inc., 3.63%., August 10, 2001 295,000 293,661 293,661 Ciesco L.P., 3.57%., August 17, 2001 310,000 308,432 308,432 ---------- ---------- ---------- TOTAL CASH EQUIVALENTS $4,055,000 $4,042,590 $4,042,590 CASH 1,971,710 1,971,710 1,971,710 ---------- ---------- ---------- TOTAL CASH AND CASH EQUIVALENTS $6,026,710 $6,014,300 $6,014,300 ========== ========== ========== THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS. </Table> 13 <Page> THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP SCHEDULE OF INVESTMENTS <Table> <Caption> DECEMBER 31, 2000 ----------------------------------------- ESTIMATED FACE AMOUNT COST MARKET VALUE ----------- ----------- ----------- MARKETABLE SECURITIES - Percent of Net Assets 2.4% Associates First Capital B.V., 6.55%, January 29, 2001 $ 699,000 $ 687,681 $ 687,681 New Center Asset Trust, 6.52%, January 30, 2001 1,614,000 1,587,692 1,587,692 Lasalle National Bank, 6.71%, February 1, 2001 969,000 968,792 968,959 B-One Australia Ltd., 6.55%, February 13, 2001 1,700,000 1,672,163 1,672,163 ----------- ----------- ----------- TOTAL MARKETABLE SECURITIES $ 4,982,000 $ 4,916,327 $ 4,916,494 =========== =========== =========== CASH AND CASH EQUIVALENTS - PERCENT OF NET ASSETS 5.1% J.P. Morgan & Co, 6.55%, January 2, 2001 $ 546,000 $ 545,603 $ 545,603 Alcoa Inc., 6.55%, January 4, 2001 634,000 633,193 633,193 Merrill Lynch & Co., 6.53%, Inc., January 10, 2001 300,000 299,347 299,347 Bankamerica Corp., 6.55%, January 11, 2001 680,000 678,020 678,020 General Motors Acceptance Corp., Inc., 6.60%, January 17, 2001 600,000 597,910 597,910 Paccar Financial Corp., 6.67%, January 18, 2001 661,000 657,693 657,693 General Electric Capital Corp., 6.55%, January 22, 2001 700,000 691,085 691,085 Countrywide Home Loans, 6.60%, January 25, 2001 560,000 556,201 556,201 Duke Energy Corp., 6.50%, January 25, 2001 682,000 678,552 678,552 Caterpillar Financial Svcs Corp., 6.50%, January 26, 2001 625,000 621,727 621,727 Verizon Global Funding Corp., 6.55%, January 26, 2001 500,000 496,179 496,179 Ciesco L.P., 6.54%, January 30, 2001 1,675,000 1,652,178 1,652,178 Eastman Kodak Co., 6.53%, February 9, 2001 800,000 787,230 787,230 ----------- ----------- ----------- TOTAL CASH EQUIVALENTS 8,963,000 8,894,919 8,894,919 CASH 1,648,902 1,648,902 1,648,902 ----------- ----------- ----------- TOTAL CASH AND CASH EQUIVALENTS $10,611,902 $10,543,821 $10,543,821 =========== =========== =========== THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS. </Table> 14 <Page> NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP JUNE 30, 2001 AND 2000 (UNAUDITED) NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying unaudited financial statements included herein have been prepared in accordance with the requirements of Form 10-Q and accounting principles generally accepted in the United States of America for interim financial information. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the six months ended June 30, 2001 are not necessarily indicative of the results that may be expected for the year ended December 31, 2001. For further information, refer to the financial statements and notes thereto included in each Partner's December 31, 2000 Annual Report on Form 10K. NOTE 2: COMMITMENT FROM PARTNER In 1986, the Prudential Insurance Company of America ("Prudential") committed to fund up to $100 million to enable the Partnership to acquire real estate investments. Contributions to the Prudential Variable Contract Real Property Partnership ("Partnership") under this commitment were utilized for property acquisitions, and returned to Prudential on an ongoing basis from the contract owners' net contributions and other available cash. The amount of the commitment is reduced by $10 million for every $100 million in current value net assets of the Partnership. Thus, with $216 million in net assets, the commitment has been automatically reduced to $80 million. As of June 30, 2001, Prudential's equity interest in the Partnership, on a cost basis, under this commitment was $44 million. Prudential does not intend to make contributions during the 2001 fiscal year and will begin to phase out this commitment over the next several years. NOTE 3: RELATED PARTY TRANSACTIONS Pursuant to an investment management agreement, Prudential charges the Partnership a daily investment management fee at an annual rate of 1.25% of the average daily gross asset valuation of the Partnership. For the six months ended June 30, 2001 and 2000 investment management fees incurred by the Partnership were $1,344,767 and $1,348,173, respectively. The Partnership also reimburses Prudential for certain administrative services rendered by Prudential. The amounts incurred for the six months ended June 30, 2001 and 2000 were $58,315 for each period, and are classified as administrative expense in the Consolidated Statements of Operations. NOTE 4: IMPACT OF RECENTLY-ISSUED ACCOUNTING STANDARDS Effective January 1, 2001, the Partnership adopted SFAS 133/138, "Accounting for Derivative Instruments and Hedging Activities" ("SFAS 133"). This accounting standard requires the Partnership to measure all derivatives, including certain derivatives embedded in other contracts, at fair value and to recognize them in the Consolidated Statement of Assets and Liabilities as an asset or liability, depending on the Partnership's rights or obligations under the applicable derivative contract. For derivatives designated as fair value hedges, the changes in the fair value of both the derivative instrument and the hedged item are recorded in earnings. For derivatives designated as cash flow hedges, the effective portions of changes in fair value of the derivative are reported in other comprehensive income ("OCI") and are subsequently reclassified into earnings when the hedged item affects earnings. Changes in fair value of derivative instruments not designated as hedging instruments and ineffective portions of hedges are recognized in earnings in the current period. Due to the Partnership's limited use of derivative instruments, adoption of SFAS 133 did not have a material impact on the Partnership's financial statements. 15 <Page> ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS All of the assets of the Real Property Account (the "Account") are invested in the Prudential Variable Contract Real Property Partnership (the "Partnership"). Correspondingly, the liquidity, capital resources and results of operations for the Real Property Account are contingent upon the Partnership. Therefore, all of management's discussion of these items is at the Partnership level. The Partners in the Partnership are The Prudential Insurance Company of America, Pruco Life Insurance Company, and Pruco Life Insurance Company of New Jersey (collectively, the "Partners"). The following analysis of the liquidity and capital resources and results of operations of the Partnership should be read in conjunction with the Financial Statements and the related Notes to the Financial Statements included elsewhere herein. (a) LIQUIDITY AND CAPITAL RESOURCES As of June 30, 2001, the Partnership's liquid assets consisting of cash, cash equivalents and marketable securities were $6.0 million, a decrease of $9.4 million from December 31, 2000. This decrease was due primarily to the acquisition of real estate investments as described below. Sources of liquidity include net cash flow from property operations, interest from short-term investments, and dividends from REIT shares. The Partnership's investment policy allows up to 30% investment in cash and short-term obligations, although the Partnership generally holds approximately 10% of its assets in cash and short-term obligations. At June 30, 2001, 2% of the Partnership's assets consisted of cash, cash equivalents and marketable securities. Investments in shares of publicly-traded real estate investment trusts (REITs) provide the Partnership an additional level of liquidity. At June 30, 2001, 18% of the Partnership's assets consisted of such REIT holdings. In 1986, Prudential committed to fund up to $100 million to enable the Partnership to acquire real estate investments. Contributions to the Partnership under this commitment have been utilized for property acquisitions, and returned to Prudential on an ongoing basis from contract owners' net contributions and other available cash. The amount of the commitment is reduced by $10 million for every $100 million in current value net assets of the Partnership. Thus with $216 million in net assets, the commitment has been automatically reduced to $80 million. As of June 30, 2001, Prudential's equity interest in the Partnership, on a cost basis, under this commitment was $44 million. Prudential does not intend to make any contributions during the 2001 fiscal year and will begin to phase out this commitment over the next several years. The Partnership made $22 million in distributions to the Partners during 2000. Additional distributions may be made to the Partners during 2001 based upon the percentage of assets invested in short-term obligations, taking into consideration anticipated cash needs of the Partnership including potential property acquisitions, property dispositions and capital expenditures. Management anticipates that its current liquid assets and ongoing cash flow from operations will satisfy the Partnership's needs over the next twelve months and the foreseeable future. The Partnership has completed two real estate acquisitions during the year. A controlling interest in a portfolio of four apartment complexes based in Gresham and Salem, OR, was acquired in February. This portfolio consists of 492 units containing a total of 419,487 rentable square feet. The acquisition was financed by contributions of $8.6 million from the Partnership, $0.5 million from the partner, and the assumption of a $9.0 million mortgage loan. Also, in May, the Partnership acquired a controlling interest in a 154,540 square foot retail center based in Hampton, VA. The acquisition was financed by contributions of $4.0 million from the Partnership, $0.4 million from the partner, and the assumption of a $10.3 million mortgage loan. During the first six months of 2001, the Partnership also spent approximately $1.3 million in capital expenditures. Approximately $0.3 million was associated with renovation costs pertaining to the apartment complex located in Jacksonville, FL. The balance was associated with leasing activity at the office properties located in Beaverton, OR; Lisle, IL; Brentwood, TN; and Oakbrook Terrace, IL. 16 <Page> (b) RESULTS OF OPERATIONS The following is a brief year-to-date and quarterly comparison of the Partnership's results of operations for the periods ended June 30, 2001 and 2000. JUNE 30, 2001 VS. JUNE 30, 2000 The following table presents a year-to-date and quarterly comparison of the Partnership's sources of net investment income and realized and unrealized gains or losses by investment type. <Table> <Caption> SIX MONTHS ENDED JUNE 30, QUARTER ENDED JUNE 30, 2001 2000 2001 2000 -------- -------- -------- -------- NET INVESTMENT INCOME: Office properties $2,127,563 $2,913,160 $1,083,744 $1,333,421 Apartment complexes 2,131,061 1,699,749 1,001,406 787,295 Retail property 1,479,057 1,427,918 734,976 720,038 Industrial properties 224,520 770,213 138,137 393,133 Equity in income of estate partership 389,036 320,176 276,841 150,963 Dividend income from real estate investment trust 1,175,459 779,915 597,381 426,164 Other (including interest income investment mgt fee, etc.) (1,398,874) (1,176,381) (629,378) (623,335) ---------- ---------- ---------- ---------- TOTAL NET INVESTMENT INCOME $6,127,822 $6,734,750 $3,203,106 $3,187,679 ========== ========== ========== ========== NET UNREALIZED GAIN (LOSS) ON INVESTMENTS: Office properties $1,971,661 ($2,310,520) $1,041,660 ($242,469) Apartment Complexes (208,550) 518,075 (378,691) 438,423 Retail property (276,208) (45,620) 198,670 (5,991) Industrial properties (365,524) (1,135,721) - (10,931) Interest in partnerships 163,506 265,777 (78,622) 185,211 Real estate investment trusts 1,959,252 712,602 3,043,576 1,808,503 ---------- ---------- ---------- ---------- 3,244,137 (1,995,407) 3,826,593 2,172,746 ========== ========== ========== ========== <Caption> SIX MONTHS ENDED JUNE 30, QUARTER ENDED JUNE 30, 2001 2000 2001 2000 -------- -------- -------- -------- NET REALIZED (LOSS) GAIN ON INVESTMENTS Office properties - - - - Apartment complexes - - - - Industrial properties - - - - Interest in partnerships - - - - Real estate investment trust (15,926) 1,563,383 (12,785) 187,700 ---------- --------- ---------- ---------- (15,926) 1,563,383 (12,785) 187,700 ---------- --------- ---------- ---------- NET REALIZED AND UNREALIZED GAIN (LOSS) ---------- --------- ---------- ---------- ON INVESTMENTS $3,228,211 ($432,024) $3,813,808 $2,360,446 ========== ========= ========== ========== </Table> 17 <Page> The Partnership's net investment income for the six months ended June 30, 2001 was $6.1 million, a decrease of $0.6 million from the corresponding period in the prior year. This decrease was primarily due to the office property located in Morristown, NJ, which was sold on October 26, 2000. In addition occupancy decreased at the industrial property in Bolingbrook, IL and the office property in Oakbrook Terrace, IL. Equity in income of real estate partnership was $0.4 million for the first six months of 2001, an increase of $0.1 million, or 21.5%, from $0.3 million in the corresponding period in 2000. Equity in income of real estate partnership was $0.3 million for the second quarter of 2001, an increase of $0.1 million, or 83.4%, from $0.2 million in the corresponding quarter in 2000. The increase is primarily due to an increase in revenues resulting from percentage rent compared to the prior year. Dividend income from real estate investment trusts amounted to approximately $1.2 million for the six months ended June 30, 2001, an increase of approximately $0.4 million, or 50.7%, from approximately $0.8 million in the corresponding period in 2000. Dividend income from real estate investment trusts amounted to approximately $0.6 million for the quarter ended June 30, 2001, an increase of approximately $0.2 million, or 40.2%, from approximately $0.4 million in the corresponding quarter in 2000. This increase was primarily due to an increase in the amount invested in REIT stocks subsequent to the 2nd quarter 2000. Interest on short-term investments decreased approximately $0.3 million or 60.1% for the six months ended June 30, 2001 due primarily to a significantly lower average cash balance compared to the corresponding period in 2000. Cash, cash equivalents, and marketable securities maintained during the first six months of 2001 averaged approximately $10.2 million when compared to the first six months of 2000 when the average was approximately $19.0 million. Interest on short-term investments decreased approximately $0.2 million or 77.7% for the quarter ended June 30, 2001, also due primarily to a significantly lower average cash balance during the quarter ended June 30, 2001 compared to the corresponding period in 2000. Interest expense increased $0.4 million, or 105.8%, in the first six months of 2001 compared to the corresponding period in 2000, and it increased $0.3 million, or 163.7%, in the second quarter of 2001 compared to the corresponding quarter in 2000. These increases were primarily due to the Partnership's assumption of a $9.0 million and a $10.3 million mortgage loan in conjunction with the acquisition of a controlling interest in the two investments discussed previously. Minority interest in consolidated partnerships increased $0.1 million, or 297.4%, for the six months ended June 30, 2001, and it increased $0.1 million, or 155.9%, for the quarter ended June 30, 2001, when compared to the corresponding periods last year. These increases were due to the Partnership's acquisition of a controlling interest in the retail center located in Hampton, VA during the second quarter of 2001. OFFICE PROPERTIES Net investment income from property operations for the office sector decreased approximately $0.8 million, or 27.0%, for the six months ended June 30, 2001 when compared to the corresponding period in 2000. Net investment income from property operations for the office sector decreased approximately $0.3 million, or 18.7%, for the quarter ended June 30, 2001 when compared to the corresponding period in 2000. This was primarily due to the sale of the Morristown, NJ office center in October 2000. The five office properties owned by the Partnership experienced a net unrealized gain of approximately $2.0 million during the first six months of 2001. The largest increase, or $0.9 million, was due to the office property located in Oakbrook Terrace, IL. This unrealized gain was attributable to the signing of two new leases, which will bring the leased area from 55% to 78%. One of the Brentwood, TN office properties also experienced a net unrealized gain of approximately $0.5 million primarily due to increased rental growth projections and lower expense projections. The Lisle, IL office property experienced an unrealized gain of $0.4 million due to an increase in occupancy and market rents. 18 <Page> The six office properties owned by the Partnership experienced a net unrealized loss of approximately $2.3 million during the first six months of 2000. The largest share (50%) of the net unrealized loss experienced during 2000 was primarily due to the office property located in Oakbrook Terrace, IL. This approximate $1.2 million value decrease was due to a lease termination associated with 45% of the space and weaker market conditions. The Morristown, NJ office property also experienced a net unrealized loss of approximately $0.8 million primarily due to capital expenditures on the property that were not reflected as an increase in market value. The five office properties owned by the Partnership experienced a net unrealized gain of approximately $1.0 million during the second quarter of 2001, due to the office property located in Oakbrook Terrace, IL for the reason discussed above. Occupancy at one of the Brentwood, TN office properties increased from 56% at June 30, 2000 to 68% at June 30, 2001, while occupancy at the other Brentwood, TN location remained unchanged at 100%. Occupancy at the Lisle, IL office property increased from 82% at June 30, 2000 to 100% at June 30, 2001. Occupancy at the Beaverton, OR property increased from 61% at June 30, 2000 to 67% at June 30, 2001. Occupancy at the Oakbrook Terrace, IL property decreased from 55% at June 30, 2000 to 49% at June 30, 2001. New leases have been signed that will raise the occupancy to 78%. As of June 30, 2001 all vacant spaces were being marketed. APARTMENT COMPLEXES Net investment income from property operations for the apartment sector was $2.1 million for the first six months in 2001, an increase of $0.4 million, or 25.4%, when compared to the corresponding period in 2000. Net investment income from property operations for the apartment sector was $1.0 million for the second quarter of 2001, an increase of $0.2 million, or 27.2%, when compared to the corresponding period in 2000. This increase was primarily due to the acquisition of the controlling interest in the apartment complex portfolio located in Gresham and Salem, OR. The apartment complexes owned by the Partnership experienced a net unrealized loss of $0.2 million in the first six months of 2001 compared to a net unrealized gain of $0.5 million in the first six months of 2000. The majority of the unrealized loss experienced in 2001 was primarily due to the Jacksonville, FL apartment complex which experienced a decrease in value due to higher replacement reserve expenses, higher operating expense projections, and slightly lower market rent estimates. The net unrealized gain of $0.5 million in the first six months of 2000 was due to the near term completion of the renovations at the Jacksonville, FL apartment complex. The apartment complexes owned by the Partnership experienced a net unrealized loss of $0.4 million in the second quarter of 2001 compared to a net unrealized gain of $0.4 million in the second quarter of 2000. The unrealized loss for 2001 and the unrealized gain for 2000 were primarily experienced by the Jacksonville, FL apartment complex for the same reasons discussed previously. The occupancy at the Raleigh, NC and Jacksonville, FL complexes increased from 88% at June 30, 2000 to 91% at June 30, 2001 and from 85% at June 30, 2000 to 92% at June 30, 2001, respectively. Occupancy at the apartment complex in Atlanta, GA decreased from 98% at June 30, 2000 to 96% at June 30, 2001. Occupancy at the Gresham and Salem, OR apartment complexes averaged approximately 88% at June 30, 2001. As of June 30, 2001, all available vacant spaces were being marketed. RETAIL PROPERTIES Net investment income for the Partnership's retail properties located in Roswell, GA and Hampton, VA was approximately $1.5 million for the six months ended June 30, 2001 and approximately $1.4 million for the six months ended June 30, 2000. The increase is primarily due to the acquisition of a controlling interest in a 154,540 square foot retail center based in Hampton, VA. Net investment income for the Partnership's retail properties was approximately $0.7 million for both the second quarter ended June 30, 19 <Page> 2001 and 2000. The retail properties experienced a net unrealized loss of $0.3 million and $0.05 million in the first six months of 2001 and 2000, respectively. This was due to increased capital expenditures budgeted for 2001 coupled with a slight decrease in overall occupancy at the Roswell, GA property. The retail property experienced a net unrealized gain of $0.2 million in the second quarter of 2001, due to partial completion of capital expenditures at the Roswell, GA location. Occupancy at the shopping center located in Roswell, GA decreased from 97% at June 30, 2000 to 94% at June 30, 2001. The newly acquired retail center in Hampton, VA had occupancy of 99% at June 30, 2001. As of June 30, 2001, all vacant spaces were being marketed. EQUITY IN INCOME OF REAL ESTATE PARTNERSHIP During the six months ended June 30, 2001, income from this investment located in Kansas City, KS and MO amounted to $0.4 million, an increase of 21.5% from $0.3 million at June 30, 2000. During the quarter ended June 30, 2001, income from this investment amounted to $0.3 million, an increase of 83.4% from $0.2 million at June 30, 2000. The equity investment experienced a net unrealized gain of $0.2 million and $0.3 million in the first six months of 2001 and 2000, respectively. The unrealized gain of $0.2 million during the first six months of 2001 was primarily due to increased leasing activity and stabilized occupancy. This investment experienced a net unrealized loss of $0.1 million and a net unrealized gain of $0.2 million in the second quarter of 2001 and 2000, respectively. The unrealized loss of $0.1 million experienced during the second quarter of 2001 was due to capital expenditures on the retail centers which did not generate an increase in market value. The unrealized gain experienced during the second quarter of 2000 was primarily due to increased leasing and higher rental rates at these same retail centers. The retail portfolio located in Kansas City, KS and MO had an average occupancy of 93% at June 30, 2000, which decreased to 92% at June 30, 2001. As of June 30, 2001, all vacant spaces were being marketed. INDUSTRIAL PROPERTIES Net investment income from property operations for the industrial properties decreased from $0.8 million in the first six months of 2000 to $0.2 million in the corresponding period in 2001. Net investment income from property operations for the industrial properties decreased from $0.4 million in the second quarter of 2000 to $0.1 million in the corresponding period in 2001. The majority of these decreases was due to decreased occupancy at the properties located in Bolingbrook, IL and Salt Lake City, UT. The three industrial properties owned by the Partnership experienced a net unrealized loss of approximately $0.4 million during the first six months of 2001 compared to a net unrealized loss of approximately $1.1 million in 2000. The majority of the unrealized loss in 2001 was attributable to the Salt Lake City, UT industrial property. This loss of approximately $0.4 million was due to significant leasing costs associated with a new tenant. The three industrial properties owned by the Partnership experienced a net unrealized loss of approximately $1.1 million during the first six months of 2000. The majority of the decrease was attributable to the Aurora, CO industrial property. This loss of approximately $0.7 million was due to more conservative assumptions regarding rental rates, lease-up time and terminal capitalization rates used by the appraiser. In addition, capital expenditures were made on the property which did not generate an increase in market value. The industrial property located in Bolingbrook, IL also experienced an unrealized loss of $0.4 million during the first six months of 2000. This loss was due to softening market conditions. The occupancy at the Bolingbrook, IL property was 100% at June 30, 2000 and decreased to 0% at June 20 <Page> 30, 2001 due to the scheduled lease expiration. The occupancy at the Salt Lake City, Utah property decreased from 34% at June 30, 2000 to 16% at June 30, 2001. However, leases have been signed for 50% of the space that will take effect in 2001. The Aurora, CO property's occupancy rate remained unchanged at 75% at June 30, 2000 and 2001. As of June 30, 2001, all vacant spaces were being marketed. REAL ESTATE INVESTMENT TRUSTS During the first six months of 2001, the Partnership's investment in REITS experienced an unrealized gain of $1.9 million compared to an unrealized gain of $0.7 million experienced during the first six months of 2000. During the second quarter of 2001, the Partnership's investment in REITS experienced an unrealized gain of $3.0 million compared to an unrealized gain of $1.8 million experienced during the second quarter 2000. These changes in unrealized loss and gain reflect changes in the market value of REIT shares held by the Partnership. OTHER Other net investment income decreased approximately $0.2 million during the first six months of 2001 when compared to the corresponding period in 2000. Other net investment income includes interest income from short-term investments, investment management fees, and expenses not related to property activities. Interest income on short-term investments decreased primarily as a result of the Partnership maintaining a significantly lower cash balance when compared to the corresponding period last year, as mentioned previously. (c) INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS Certain of the statements contained in Management's Discussion and Analysis may be considered forward-looking statements. Words such as "expects", "believes", "anticipates", "intends", "plans", or variations of such words are generally part of forward-looking statements. Forward-looking statements are made based upon management's current expectations and beliefs concerning future developments and their potential effects upon the Partnership. There can be no assurance that future developments affecting the Partnership will be those anticipated by management. There are certain important factors that could cause actual results to differ materially from estimates or expectations reflected in such forward-looking statements including without limitation, changes in general economic conditions, including the performance of financial markets and interest rates; market acceptance of new products and distribution channels; competitive, regulatory or tax changes that affect the cost or demand for the Partnership's products; and adverse litigation results. While the Partnership reassesses material trends and uncertainties affecting its financial position and results of operations, it does not intend to review or revise any particular forward-looking statement referenced in this Management's Discussion and Analysis in light of future events. Readers should consider the information referred to above when reviewing any forward-looking statements contained in this Management's Discussion and Analysis. (d) INFLATION The Partnership's leases with a majority of its commercial tenants provide for recoveries of expenses based upon the tenant's proportionate share of, and/or increases in, real estate taxes and certain operating costs, which may reduce the Partnership's exposure to increases in operating costs resulting from inflation. 21 <Page> ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Interest Rate Risk. The Partnership's exposure to market rate risk for changes in interest rates relates to about 16.36% of its investment portfolio consisting primarily of short-term fixed rate commercial paper and fixed and variable interest rate debt. The Partnership does not use derivative financial instruments. By policy, the Partnership places its investments with high quality debt security issuers, limits the amount of credit exposure to any one issuer, limits duration by restricting the term, and holds investments to maturity except under rare circumstances. The table below presents the amounts and related weighted interest rates of the Partnership's cash equivalents and short-term investments at June 30, 2001: <Table> <Caption> ESTIMATED MARKET VALUE AVERAGE MATURITY (IN $ MILLIONS) INTEREST RATE -------------------------- -------------------------- -------------------------- Cash equivalents 0-3 months $4.0 3.94% Short-term investments 3-12 months $0 0% </Table> The table below discloses the Partnership's fixed and variable rate debt as of June 30, 2001. Approximately $19.2 million of the Partnership's long-term debt bears interest at fixed rates and therefore the fair value of these instruments are affected by changes in market interest rates. The following table presents principal cash flows (in thousands) based upon maturity dates of the debt obligations and the related weighted-average interest rates by expected maturity dates for the fixed rate debt. The interest rate on the variable rate debt is equal to the 6-month Treasury rate plus 1.565%. It is subject to a maximum of 11.345% and a minimum of 2.345%. The interest rate on the variable rate debt as of June 30, 2001 was 7.915%. June 30, 2001 <Table> <Caption> DEBT (IN $ THOUSANDS), 7/1/2001- ESTIMATED INCLUDING CURRENT PORTION 12/31/2001 2002 2003 2004 2005 THEREAFTER TOTAL FAIR VALUE Fixed Rate $255 $536 $577 $619 $665 $16,575 $19,227 $19,227 Average Interest Rate 7.376% 7.437% 7.449% 7.471% 7.491% 6.750% 6.950% Variable Rate $41 $90 $98 $104 $114 $9,603 $10,050 $10,050 </Table> While the Partnership has not experienced any significant credit losses, in the event of a significant rising interest rate environment and/or economic downturn, defaults could increase and result in losses to the Partnership which adversely affect its operating results and liquidity. 22 <Page> PART II ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Contract owners participating in the Real Property Account have no voting rights with respect to the Real Property Account. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) EXHIBITS 4.1 Variable Life Insurance Contract, filed as Exhibit 1.A.(5)(a) to Pre-Effective Amendment No. 1 to Form S-6, Registration Statement No. 2-80513, filed February 17, 1983, and incorporated herein by reference. 4.2 Revised Variable Appreciable Life Insurance Contract with fixed death benefit, filed as Exhibit 1.A.(5)(f) to Post-Effective Amendment No. 5 to Form S-6, Registration Statement No. 2-89558, filed July 10, 1986, and incorporated herein by reference. 4.3 Revised Variable Appreciable Life Insurance Contract with variable death benefit, filed as Exhibit 1.A.(5)(g) to Post-Effective Amendment No. 5 to Form S-6, Registration Statement No. 2-89558, filed July 10, 1986, and incorporated herein by reference. 4.4 Single Premium Variable Annuity Contract, filed as Exhibit 4(i) to Form N-4, Registration Statement No. 2-99616, filed August 13, 1985, and incorporated herein by reference. 4.5 Flexible Premium Variable Life Insurance Contract, filed as Exhibit 1.A.(5) to Form S-6, Registration Statement No. 2-99260, filed July 29, 1985, and incorporated herein by reference. b) REPORT ON FORM 8-K None 23 <Page> SIGNATURES Pursuant to the requirements of Section 13 or 15(d) the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. PRUCO LIFE INSURANCE COMPANY in respect of Pruco Life Variable Contract Real Property Account (Registrant) ------------------------------------------------------------ Date: August 14, 2001 By: /s/ ------------------- ------------------------------------------- Esther H. Milnes Sr. Vice President Date: August 14, 2001 By: /s/ ------------------- ------------------------------------------- William J. Eckert, IV Vice President and Chief Accounting Officer 24