<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 MARCH 31, 2002 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 - March 31, 2002 and December 31, 2001 3 Statements of Operations - Three Months Ended March 31, 2002 and 2001 3 Statements of Changes in Net Assets - Three Months Ended March 31, 2002 and 2001 3 Notes to the Financial Statements of the Account 4 B. THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP Consolidated Statements of Assets and Liabilities - March 31, 2002 and December 31, 2001 6 Consolidated Statements of Operations - Three Months Ended March 31, 2002 and 2001 7 Consolidated Statements of Changes in Net Assets - Three Months Ended March 31, 2002 and 2001 8 Consolidated Statements of Cash Flows - Three Months Ended March 31, 2002 and 2001 9 Consolidated Schedules of Investments - March 31, 2002 and December 31, 2001 10 Notes to the Financial Statements of the Partnership 13 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 14 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 March 31, 2002 and December 31, 2001 <Table> <Caption> MARCH 31, 2002 (UNAUDITED) DECEMBER 31, 2001 --------------------- ----------------------- ASSETS Investment in The Prudential Variable Contract Real Property Partnership (Note 2) $ 108,089,565 $ 108,557,379 --------------------- ----------------------- Net Assets $ 108,089,565 $ 108,557,379 ===================== ======================= NET ASSETS, REPRESENTING: Equity of contract owners (Note 3) $ 77,234,011 $ 78,352,169 Equity of Pruco Life Insurance Company 30,855,554 30,205,210 --------------------- ----------------------- $ 108,089,565 $ 108,557,379 ===================== ======================= STATEMENTS OF OPERATIONS For the three months ended March 31, 2002 and 2001 1/1/2002-3/31/2002 1/1/2001-3/31/2001 (UNAUDITED) (UNAUDITED) --------------------- ----------------------- INVESTMENT INCOME Net investment income from Partnership operations $ 1,602,973 $ 1,594,926 --------------------- ----------------------- EXPENSES Charges to contract owners for assuming mortality risk and expense risk and for administration 114,950 119,767 --------------------- ----------------------- NET INVESTMENT INCOME 1,488,023 1,475,159 --------------------- ----------------------- NET REALIZED AND UNREALIZED LOSS ON INVESTMENTS Net change in unrealized loss on investments in Partnership (2,069,922) (264,298) Realized loss on sale of investments in Partnership (865) (55,039) --------------------- ----------------------- NET LOSS ON INVESTMENTS (2,070,787) (319,337) --------------------- ----------------------- NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $ (582,764) $ 1,155,822 ===================== ======================= STATEMENTS OF CHANGES IN NET ASSETS For the three months ended March 31, 2002 and 2001 1/1/2002-3/31/2002 1/1/2001-3/31/2001 (UNAUDITED) (UNAUDITED) --------------------- ----------------------- OPERATIONS Net investment income $ 1,488,023 1,475,159 Net change in unrealized loss on investments in Partnership (2,069,922) (264,298) Realized loss on sale of investments in Partnership (865) (55,039) --------------------- ----------------------- NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS (582,764) 1,155,822 --------------------- ----------------------- CAPITAL TRANSACTIONS Net withdrawals by contract owners (Note 4) (668,347) (984,452) Net contributions by Pruco Life Insurance Company 783,297 1,104,219 --------------------- ----------------------- NET INCREASE IN NET ASSETS RESULTING FROM CAPITAL TRANSACTIONS 114,950 119,767 --------------------- ----------------------- TOTAL INCREASE (DECREASE) IN NET ASSETS (467,814) 1,275,589 NET ASSETS Beginning of period 108,557,379 112,527,164 --------------------- ----------------------- End of period $ 108,089,565 $ 113,802,753 ===================== ======================= </Table> SEE NOTES TO FINANCIAL STATEMENTS ON PAGES 4 AND 5 3 <Page> NOTES TO THE FINANCIAL STATEMENTS OF PRUCO LIFE VARIABLE CONTRACT REAL PROPERTY ACCOUNT MARCH 31, 2002 (UNAUDITED) NOTE 1: BASIS OF PRESENTATION Pruco Life Variable Contract Real Property Account (the "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 Insurance ("VLI"), Discovery Plus ("SPVA"), and Discovery Life Plus ("SPVL"). The accompanying unaudited financial statements are prepared in conformity with the requirements of Form 10-Q and accounting principles generally accepted in the United States of America ("GAAP"). 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 three months ended March 31, 2002 are not necessarily indicative of the results that may be expected for the year ended December 31, 2002. For further information, refer to the financial statements and notes thereto included in the Real Property Account's December 31, 2001 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 March 31, 2002 and December 31, 2001, the Real Property Account's interest in the Partnership was 54.8% or 4,556,749 shares. 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 March 31, 2002 and December 31, 2001 were as follows: <Table> <Caption> MARCH 31, 2002 (UNAUDITED) DECEMBER 31, 2001 ----------- ----------------- NUMBER OF SHARES (ROUNDED): 4,556,749 4,556,749 NET ASSET VALUE PER SHARE (ROUNDED): $23.72 $23.82 </Table> NOTE 3: CONTRACT OWNER EQUITY INFORMATION Contract owner equity at March 31, 2002 and December 31, 2001 by product, were as follows: <Table> <Caption> MARCH 31, 2002 (UNAUDITED) DECEMBER 31, 2001 ----------- ----------------- VAL $67,823,736 $68,675,002 VLI 5,158,373 5,249,690 SPVA 457,455 460,843 SPVL 3,794,447 3,966,634 --------- --------- TOTAL $77,234,011 $78,352,169 =========== =========== </Table> 4 <Page> NOTES TO THE FINANCIAL STATEMENTS OF PRUCO LIFE VARIABLE CONTRACT REAL PROPERTY ACCOUNT MARCH 31, 2002 (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 three months ended March 31, 2002 and 2001, were as follows: <Table> <Caption> MARCH 31, 2002 2001 ---- ---- (UNAUDITED) VAL $459,510 $900,793 VLI 64,600 26,802 SPVA 40 19,475 SPVL 144,197 37,382 ------- ------ TOTAL $668,347 $984,452 ======== ======== </Table> 5 <Page> THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES <Table> <Caption> MARCH 31, 2002 (UNAUDITED) DECEMBER 31, 2001 ------------------------- ------------------------- ASSETS REAL ESTATE INVESTMENTS - At estimated market value: Real estate and improvements (cost: 03/31/2002 -- $212,185,266; 12/31/2001 -- $212,044,159) $194,676,689 $197,970,877 Real estate partnership (cost: 03/31/2002 -- $7,588,308; 12/31/2001 -- $7,026,540) 6,892,943 6,712,308 ------------------------- ------------------------- Total real estate investments 201,569,632 204,683,185 CASH AND CASH EQUIVALENTS 28,445,275 26,615,645 DIVIDEND RECEIVABLE - 28,455 OTHER ASSETS (net of allowance for uncollectible accounts: 03/31/2002 -- $75,200; 12/31/2001 -- $107,000) 3,247,626 3,267,367 ------------------------- ------------------------- Total assets $233,262,533 $234,594,652 ========================= ========================= LIABILITIES MORTGAGE LOANS PAYABLE 28,854,234 28,994,521 ACCOUNTS PAYABLE AND ACCRUED EXPENSES 3,090,176 3,469,242 DUE TO AFFILIATES 870,894 896,134 OTHER LIABILITIES 1,015,253 972,410 MINORITY INTEREST 2,135,245 2,111,709 ------------------------- ------------------------- Total liabilities 35,965,802 36,444,016 ------------------------- ------------------------- COMMITMENTS AND CONTINGENCIES PARTNERS' EQUITY 197,296,731 198,150,636 ------------------------- ------------------------- Total liabilities and partners' equity $233,262,533 $234,594,652 ========================= ========================= NUMBER OF SHARES OUTSTANDING AT END OF PERIOD 8,317,470 8,317,470 ========================= ========================= SHARE VALUE AT END OF PERIOD $23.72 $23.82 ========================= ========================= </Table> THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS. 6 <Page> THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) <Table> <Caption> THREE MONTHS THREE MONTHS ENDED ENDED MARCH 31, 2002 MARCH 31, 2001 ---------------------- --------------------- INVESTMENT INCOME: Revenue from real estate and improvements $6,542,615 $5,205,225 Equity in income of real estate partnership 76,042 112,195 Dividend income - 578,078 Interest on short-term investments 106,104 149,045 ---------------------- --------------------- Total investment income 6,724,761 6,044,543 ---------------------- --------------------- INVESTMENT EXPENSES: Operating 1,255,908 981,824 Investment management fee 618,236 669,914 Real estate taxes 704,648 601,753 Administrative 669,592 565,626 Interest expense 490,084 259,529 Minority interest 60,375 41,181 ---------------------- --------------------- Total investment expenses 3,798,843 3,119,827 ---------------------- --------------------- NET INVESTMENT INCOME 2,925,918 2,924,716 ---------------------- --------------------- REALIZED AND UNREALIZED LOSS ON REAL ESTATE INVESTMENTS: Net proceeds from real estate investments sold 6,075 1,461,017 Less: Cost of real estate investments sold 7,653 1,557,239 Realization of prior years' unrealized gain on real estate investments sold - 4,708 ---------------------- --------------------- Net loss realized on real estate investments sold (1,578) (100,930) ---------------------- --------------------- Change in unrealized loss on real estate investments (3,816,428) (521,204) Less: Minority interest in unrealized loss on real estate investments (38,183) (36,537) ---------------------- --------------------- Net unrealized loss on real estate investments (3,778,245) (484,667) ---------------------- --------------------- NET REALIZED AND UNREALIZED LOSS ON REAL ESTATE INVESTMENTS (3,779,823) (585,597) ---------------------- --------------------- NET (DECREASE) INCREASE IN NET ASSETS RESULTING FROM OPERATIONS ($853,905) $2,339,119 ====================== ===================== </Table> THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS. 7 <Page> THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS (UNAUDITED) <Table> <Caption> THREE MONTHS ENDED MARCH 31, 2002 2001 ------------------ ----------------- NET (DECREASE) INCREASE IN NET ASSETS FROM OPERATIONS: Net investment income $2,925,918 $2,924,716 Net realized loss on real estate investments sold (1,578) (100,930) Change in unrealized loss on real estate investments (3,778,245) (484,667) ------------------ ----------------- Net (decrease) increase in net assets from operations (853,905) 2,339,119 ------------------ ----------------- NET DECREASE IN NET ASSETS FROM CAPITAL TRANSACTIONS: Withdrawals by partners (3/31/2002 -- 0 shares; 3/31/2001 -- 0 shares) - - ------------------ ----------------- Net decrease in net assets resulting from capital transactions - - ------------------ ----------------- NET (DECREASE) INCREASE IN NET ASSETS (853,905) 2,339,119 NET ASSETS - Beginning of period 198,150,636 206,348,079 ------------------ ----------------- NET ASSETS - End of period $197,296,731 $208,687,198 ================== ================= </Table> THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS. 8 <Page> THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) <Table> <Caption> THREE MONTHS THREE MONTHS ENDED ENDED MARCH 31, 2002 MARCH 31, 2001 ------------------ ------------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net (decrease) increase in net assets resulting from operations ($853,905) $2,339,119 Adjustments to reconcile net increase in net assets resulting from operations to net cash flows from operating activities: Net realized and unrealized loss on investments 3,779,823 585,597 Equity in income of real estate partnership in excess of distributions (76,043) (112,195) Minority interest from operating activities 60,375 41,181 Bad debt expense 3,985 7,409 Decrease (Increase) in: Dividend receivable 20,802 (23,557) Other assets 15,756 469,612 (Decrease) Increase in: Accounts payable and accrued expenses (379,066) 502,002 Due to affiliates (25,240) 638 Other liabilities 42,843 164,991 ------------------ ------------------ Net cash flows from operating activities 2,589,330 3,974,797 ------------------ ------------------ CASH FLOWS FROM INVESTING ACTIVITIES: Net proceeds from real estate investments sold 6,075 1,461,017 Acquisition of real estate property - (9,358,614) Acquisition of real estate investment trust - (2,272,340) Additions to real estate (141,107) (609,171) Additions to real estate partnership (485,725) - Sale of marketable securities, net - 4,916,494 ------------------ ------------------ Net cash flows from investing activities (620,757) (5,862,614) ------------------ ------------------ CASH FLOWS FROM FINANCING ACTIVITIES: Principal payments on mortgage loan payable (140,287) (38,458) Distributions to minority interest partners (6,280) - Contributions from minority interest partners 7,624 525,509 ------------------ ------------------ Net cash flows from financing activities (138,943) 487,051 ------------------ ------------------ NET CHANGE IN CASH AND CASH EQUIVALENTS 1,829,630 (1,400,766) CASH AND CASH EQUIVALENTS - Beginning of period 26,615,645 10,543,821 ------------------ ------------------ CASH AND CASH EQUIVALENTS - End of period $28,445,275 $9,143,055 ================== ================== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the quarter for interest $490,084 $259,529 ================== ================== SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING ACTIVITY: Assumption of mortgage loan payable - $9,023,256 ================== ================== </Table> THE ACCOMPANYING NOTES ARE AN INTERGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS. 9 <Page> THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP SCHEDULE OF INVESTMENTS <Table> <Caption> MARCH 31, 2002 (UNAUDITED) DECEMBER 31, 2001 ---------------------------------- ------------------------------- ESTIMATED ESTIMATED MARKET MARKET COST VALUE COST VALUE ---------------------------------------------------------------------- REAL ESTATE AND IMPROVEMENTS - PERCENT OF NET ASSETS 98.7% 99.9% LOCATION DESCRIPTION ------------------------------------------------------------------------------------------------------------------------------- Lisle, IL Office Building $22,572,248 $14,210,821 $22,561,428 $14,193,539 Atlanta, GA Garden Apartments 15,696,606 18,400,000 15,696,606 18,752,139 Roswell, GA Retail Shopping Center 32,882,114 25,200,247 32,878,304 26,625,833 Bolingbrook, IL Warehouse 9,039,914 5,800,000 9,039,620 5,826,782 Raleigh, NC Garden Apartments 15,940,839 16,200,000 15,940,839 16,808,160 Nashville, TN Office Building 9,977,669 10,400,000 9,977,669 10,629,012 Oakbrook Terrace, IL Office Complex 13,977,525 13,962,046 14,015,481 14,359,009 Beaverton, OR Office Complex 11,989,204 11,100,000 11,989,204 10,988,123 Salt Lake City, UT Industrial Building 6,571,510 5,403,405 6,568,107 5,487,490 Aurora, CO Industrial Building 10,131,688 10,500,170 10,131,517 9,900,000 Brentwood, TN Office Complex 9,612,024 7,800,000 9,612,024 8,900,790 * Jacksonville, FL Garden Apartments 19,721,025 20,100,000 19,711,225 20,400,000 * Gresham/Salem, OR Garden Apartments 18,838,570 19,600,000 18,815,082 19,100,000 * Hampton, VA Retail Shopping Center 15,234,330 16,000,000 15,107,053 16,000,000 ---------------------------------------------------------------------- $212,185,266 $194,676,689 $212,044,159 $197,970,877 ====================================================================== REAL ESTATE PARTNERSHIP - PERCENT OF NET ASSETS 3.5% 3.4% LOCATION DESCRIPTION ------------------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------- Kansas City, KS; MO Retail Shopping Center $7,588,308 $6,892,943 $7,026,540 $6,712,308 ====================================================================== </Table> * Real estate partnerships accounted for by the consolidation method. THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS. 10 <Page> THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP SCHEDULE OF INVESTMENTS <Table> <Caption> MARCH 31, 2002 (UNAUDITED) ------------------------------------------------- NET ESTIMATED FACE AMOUNT COST MARKET VALUE ------------- ------------- -------------- CASH AND CASH EQUIVALENTS (PERCENT OF NET ASSETS) 14.4% Federal Home Loan Mortgage 1.70% $12,745,000 $12,742,592 $12,742,592 General RE Corp 1.77% 1,200,000 1,196,814 1,196,814 Caterpillar Finl Svcs Corp 1.75% 1,300,000 1,297,914 1,297,914 General Elect Cap Corp 1.79% 1,200,000 1,196,659 1,196,659 Nike Inc 1.78% 1,300,000 1,299,036 1,299,036 Merck & Co Inc 1.80% 1,300,000 1,299,350 1,299,350 Ciesco LP 1.82% 1,300,000 1,298,423 1,298,423 FCAR Owner Trust I 1.83% 1,325,000 1,322,710 1,322,710 Citicorp 1.82% 1,300,000 1,296,517 1,296,517 Philip Morris Cos Inc 1.81% 1,300,000 1,298,235 1,298,235 Province of Quebec 1.81% 1,300,000 1,298,039 1,298,039 Morgan Stanley Dean Witter 1.83% 1,300,000 1,297,555 1,297,555 ------------- ------------- -------------- TOTAL CASH EQUIVALENTS $26,870,000 $26,843,844 $26,843,844 CASH 1,601,431 1,601,431 1,601,431 ------------- ------------- -------------- TOTAL CASH AND CASH EQUIVALENTS $28,471,431 $28,445,275 $28,445,275 ============= ============= ============== </Table> THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS. 11 <Page> THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP SCHEDULE OF INVESTMENTS <Table> <Caption> DECEMBER 31, 2001 ------------------------------------------------- ESTIMATED FACE AMOUNT COST MARKET VALUE ------------- ------------- -------------- CASH AND CASH EQUIVALENTS (PERCENT OF NET ASSETS) 13.4% Federal Home Loan Mortgage 1.51%, January 2, 2002 $25,334,000 $25,331,875 $25,331,875 ------------- ------------- -------------- TOTAL CASH EQUIVALENTS 25,334,000 25,331,875 25,331,875 CASH 1,283,770 1,283,770 1,283,770 ------------- ------------- -------------- TOTAL CASH AND CASH EQUIVALENTS $26,617,770 $26,615,645 $26,615,645 ============== ============= ============== </Table> THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS. 12 <Page> NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP MARCH 31, 2002 AND 2001 (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 three months ended March 31, 2002 are not necessarily indicative of the results that may be expected for the year ended December 31, 2002. For further information, refer to the financial statements and notes thereto included in each Partner's December 31, 2001 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 $197 million in net assets, the commitment has been automatically reduced to $90 million. As of March 31, 2002, Prudential's equity interest in the Partnership, on a cost basis, under this commitment was $44 million. Prudential intends to terminate this commitment at the end of the 2002 fiscal year. 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 three months ended March 31, 2002 and 2001 investment management fees incurred by the Partnership were $618,236 and $669,914 respectively. The Partnership also reimburses Prudential for certain administrative services rendered by Prudential. The amounts incurred for the three months ended March 31, 2002 and 2001 were $29,157 for each period, and are classified as administrative expense in the Consolidated Statements of Operations. 13 <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 March 31, 2002, the Partnership's liquid assets consisting of cash and cash equivalents were $28.4 million, an increase of $1.8 million from December 31, 2001. This increase was due primarily to the operations of the Partnership's properties. Sources of liquidity include net cash flow from property operations and interest from short-term investments. 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 March 31, 2002, 12.2% of the Partnership's assets consisted of cash and cash equivalents. 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 $197 million in net assets, the commitment has been automatically reduced to $90 million. As of March 31, 2002, Prudential's equity interest in the Partnership, on a cost basis, under this commitment (held through the Real Property Accounts) was $44 million. Prudential does not intend to make any contributions during the 2002 fiscal year, and will terminate this commitment at the end of the 2002 fiscal year. The Partnership made $18 million in distributions to the Partners during 2001. Additional distributions may be made to the Partners during 2002 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. During the first quarter of 2002, the Partnership spent approximately $0.1 million in capital expenditures, the majority of which were associated with development costs pertaining to the expansion of the retail center located in Hampton, VA. 14 <Page> (b) RESULTS OF OPERATIONS The following is a brief comparison of the Partnership's results of operations for the quarters ended March 31, 2002 and 2001. MARCH 31, 2002 VS. MARCH 31, 2001 The following table presents a year-to-date comparison of the Partnership's sources of net investment income, and realized and unrealized gains or losses by investment type. <Table> <Caption> QUARTER ENDED MARCH 31, 2002 2001 --------------- --------------- NET INVESTMENT INCOME: Office properties $ 1,351,604 $ 1,043,819 Apartment complexes 827,866 1,129,655 Retail property 974,127 744,081 Industrial properties 433,304 86,383 Equity in income of real estate partnership 76,042 112,195 Dividend income from real estate investment trust - 578,078 Other (including interest income, investment mgt fee, etc.) (737,025) (769,495) --------------- --------------- TOTAL NET INVESTMENT INCOME $ 2,925,918 $ 2,924,716 --------------- --------------- NET UNREALIZED LOSS ON REAL ESTATE INVESTMENTS: Office properties ($1,471,473) $ 930,001 Apartment complexes (819,619) 170,141 Retail property (1,492,454) (474,878) Industrial properties 386,434 (365,524) Interest in real estate partnership (381,133) 242,128 Real estate investment trusts 0 (986,535) --------------- --------------- (3,778,245) (484,667) --------------- --------------- NET REALIZED LOSS ON REAL ESTATE INVESTMENTS Office properties - - Apartment complexes - - Industrial properties - - Interest in real estate partnership - - Real estate investment trust (1,578) (100,930) --------------- --------------- (1,578) (100,930) --------------- --------------- NET REALIZED AND UNREALIZED LOSS --------------- --------------- ON REAL ESTATE INVESTMENTS ($3,779,823) ($ 585,597) --------------- --------------- </Table> 15 <Page> The Partnership's net investment income for the quarters ended March 31, 2002 and 2001 remained unchanged at $2.9 million. Revenue from real estate properties was $6.5 million, for the first quarter of 2002, an increase of $1.3 million, or 25.7%, from $5.2 million in the corresponding period in 2001. The increase is primarily due to the acquisition of a portfolio of apartment complexes located in Gresham/Salem, OR and a retail center located in Hampton, VA during 2001. There was also an increase in occupancy at the industrial properties located in Bolingbrook, IL and Salt Lake City, UT due to temporary month-to-month leases and the office property located in Oakbrook Terrace, IL. Equity in income of real estate partnership was $0.08 million for the first quarter of 2002, a decrease of $0.03 million, or 32.2%, from $0.11 million in the corresponding period in 2001. This decrease is due to a decrease in revenue associated with expanding the existing grocery store anchor. It is anticipated that upon completion, both occupancy and rental rates will increase. Dividend income from real estate investment trusts decreased approximately $0.6 million, or 100.0%, during the first quarter of 2002 compared to the corresponding period in 2001. This decrease was due to the Partnership's liquidation of its investment in REIT stocks during the 4th quarter of 2001. Interest on short-term investments decreased approximately $0.04 million or 28.8% for the three months ended March 31, 2002 due primarily to significantly lower interest rates compared to the corresponding period in 2001. Operating expenses increased $0.3 million, or 27.9%, in the first quarter of 2002 compared to the corresponding period in 2001. These increases were primarily due to the Partnership's acquisition of a controlling interest in the two investments discussed previously. Real estate tax expense increased $0.1 million, or 17.1%, in the first quarter of 2002 compared to the corresponding period in 2001. These increases were primarily due to the Partnership's acquisition of a controlling interest in the two investments discussed previously. Administrative expense increased $0.1 million, or 18.4%, in the first quarter of 2002 compared to the corresponding period in 2001. These increases were primarily due to the Partnership's acquisition of a controlling interest in the two investments discussed previously. Interest expense increased $0.2 million, or 88.8%, in the first quarter of 2002 compared to the corresponding period in 2001. 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 $0.02 million, or 46.6%, for the quarter ended March 31, 2002 compared to the corresponding period in 2001. These increases were due to the Partnership's acquisition of a controlling interest in the two investments discussed previously. OFFICE PROPERTIES 16 <Page> Net investment income from property operations for the office sector increased approximately $0.3 million, or 29.5%, for the three months ended March 31, 2002 when compared to the corresponding period in 2001. This was primarily due to increased occupancy at the Oakbrook Terrace, IL office property. The five office properties owned by the Partnership experienced a net unrealized loss of approximately $1.5 million during the first three months of 2002. One of the Brentwood, TN properties experienced a net unrealized loss of approximately $1.1 million primarily due to the near-term expiration and expected move-out of the single tenant at the property in July 2002. The Oakbrook Terrace, IL and the other Brentwood, TN office properties experienced net unrealized losses of approximately $0.4 million and $0.2 million, respectively, primarily due to a reduction in market rental rates at the Oakbrook Terrace, IL property and an increase in operating expenses at the Brentwood, TN property. Offsetting these unrealized losses was an unrealized gain of approximately $0.2 million at the office property located in Beaverton, OR. This unrealized gain was attributable to a slight increase in average market rent. The five office properties owned by the Partnership experienced a net unrealized gain of approximately $0.9 million during the first three months of 2001. The majority of this unrealized gain, or $0.5 million, was due to an increase in occupancy and market rents at the office property located in Lisle, IL. The Beaverton, OR office complex also experienced a net unrealized gain of approximately $0.5 million primarily due to leasing at the office complex and improvement in the market as the vacant Class "A" space was absorbed. Occupancy at one of the Brentwood, TN office properties increased from 68% at March 31, 2001 to 69% at March 31, 2002, while occupancy at the other Brentwood, TN location remained unchanged at 100%. Occupancy at the Lisle, IL office property increased from 96% at March 31, 2001 to 100% at March 31, 2002. Occupancy at the Beaverton, OR property remained unchanged at 100%. Occupancy at the Oakbrook Terrace, IL property increased from 52% at March 31, 2001 to 79% at March 31, 2002. As of March 31, 2002 all vacant spaces were being marketed. APARTMENT COMPLEXES Net investment income from property operations for the apartment sector was $0.8 million for the three months ended March 31, 2002, a decrease of $0.3 million, or 26.7%, when compared to the corresponding period in 2001. This decrease was primarily due to the decrease in occupancy for the Atlanta, GA and Raleigh, NC apartment complexes The apartment complexes owned by the Partnership experienced a net unrealized loss of $0.8 million for the three months ended March 31, 2002 compared to a net unrealized gain of $0.2 million for the three months ended March 31, 2001. Of the unrealized loss experienced in the first quarter of 2002, $0.6 million was due to an increase in expenses at the Raleigh, NC apartment complex. The apartment complex located in Atlanta, GA also experienced a net unrealized loss of approximately $0.4 million due to softening market conditions, which have resulted in lower short-term occupancy and income projections, and increased rent concessions. The apartment complex located in Jacksonville, FL experienced an unrealized loss of $0.2 million due to softening market conditions, which have resulted in reduced occupancy levels and lower market rents. Offsetting these unrealized losses was the apartment portfolio located in Gresham/Salem, OR, which experienced a net unrealized gain of $0.4 million primarily due to an increase in market rents. The apartment complexes owned by the Partnership experienced a net unrealized gain of $0.2 million in the first quarter of 2001. The majority of the net unrealized gain was due to the Jacksonville, FL and Atlanta, GA properties. The capital costs associated with the renovation project for the Jacksonville, FL apartment complex had decreased. In addition, the market rates for the Atlanta, GA property had steadily risen. 17 <Page> The occupancy at the Raleigh, NC complex decreased from 86% at March 31, 2001 to 83% at March 31, 2002. Occupancy at the Atlanta, GA complex decreased from 97% at March 31, 2001 to 73% at March 31, 2002. Occupancy at the apartment complex in Jacksonville, FL decreased from 91% at March 31, 2001 to 86% at March 31, 2002. Occupancy at the Gresham and Salem, OR apartment complexes increased from 85% at March 31, 2001 to 93% at March 31, 2002. As of March 31, 2002, all available vacant spaces were being marketed. RETAIL PROPERTIES Net investment income for the Partnership's retail properties was approximately $1.0 million for the three months ended March 31, 2002, and approximately $0.7 million for the three months ended March 31, 2001. The increase is primarily due to the February 2001 acquisition of the retail center located in Hampton, VA. The retail properties experienced a net unrealized loss of $1.5 million for the three months ended March 31, 2002 and a net unrealized loss of $0.5 million for the three months ended March 31, 2001. The retail center located in Roswell, GA experienced a net unrealized loss of $1.4 million for the first quarter of 2002 due to increased risk that a major tenant will not renew its lease, coupled with a deterioration in the market position of the property. The retail center located in Hampton, VA also experienced an unrealized loss of $0.1 million due to capital expenditures at the property that were not reflected as an increase in market value. The retail property in Roswell, GA experienced a net unrealized loss of $0.5 million in the first three months of 2001 due to increased capital expenditures budgeted for 2001 coupled with a slight decrease in overall occupancy at the property. Occupancy at the shopping center located in Roswell, GA decreased from 94% at March 31, 2001 to 92% at March 31, 2002. The retail center in Hampton, VA acquired in May 2001 had an occupancy of 97% at March 31, 2002. As of March 31, 2002, all vacant spaces were being marketed. INDUSTRIAL PROPERTIES Net investment income from property operations for the industrial properties increased from $0.1 million for the three months ended March 31, 2001 to $0.4 million for the corresponding period ended March 31, 2002. The majority of this increase was due to increased 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 gain of approximately $0.4 million for the three months ended March 31, 2002 compared to a net unrealized loss of approximately $0.4 million in 2001. The majority of the unrealized gain in 2002 was attributable to the Aurora, CO industrial property. This gain of approximately $0.5 million was due to an increase in market rents. The Salt Lake City, UT facility experienced a net unrealized loss of $0.1 million due to capital expenditures at the property that were not reflected as an increase in market value. The three industrial properties owned by the Partnership experienced a net unrealized loss of approximately $0.4 million during the first quarter of 2001, which was primarily 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 occupancy at the Bolingbrook, IL property increased from 0% at March 31, 2001 to 98% at March 31, 2002, due to a short-term month-to-month lease. The occupancy at the Salt Lake City, Utah property increased from 16% at March 31, 2001 to 77% at March 31, 2002. The Aurora, CO property's occupancy 18 <Page> rate remained unchanged at 75% at March 31, 2001 and 2002. As of March 31, 2002, all vacant spaces were being marketed. EQUITY IN INCOME OF REAL ESTATE PARTNERSHIP During the three months ended March 31, 2002, income from the investment located in Kansas City, KS and MO amounted to $0.08 million, a decrease of 32.2% from $0.11 million at March 31, 2001. This decrease is due to a decrease in revenue associated with expanding the existing grocery store anchor. It is anticipated that upon completion, both occupancy and rental rates will increase. The equity investment experienced a net unrealized loss of $0.4 million and a net unrealized gain of $0.2 million for the three months ended March 31, 2002 and 2001, respectively. The unrealized loss of $0.4 million for the three months ended March 31, 2002 was primarily due to capital expenditures at the property that were not reflected as an increase in market value. This equity investment experienced a net unrealized gain in the first quarter 2001 of $0.2 million, primarily due to increased leasing activity and stabilized occupancy. The retail portfolio located in Kansas City, KS and MO had an average occupancy of 92% at March 31, 2001, which decreased to 88% at March 31, 2002. As of March 31, 2002, all vacant spaces were being marketed. REAL ESTATE INVESTMENT TRUSTS The Partnership's investment in REITS was liquidated at the end of the fourth quarter of 2001. During the first quarter of 2001, the Partnership's investment in REITS experienced an unrealized loss of $1.0 million. The unrealized loss reflects changes in the market value of REIT shares held by the Partnership. OTHER Other net investment income increased $0.03 million during the first quarter of 2002 compared to the corresponding period in 2001. Other net investment income includes interest income from short-term investments, investment management fees, and expenses not related to property activities. The increase in 2002 is primarily due to a decrease in management fees due to the Partnership's liquidation of its entire investment in REIT shares, offset by a decrease in interest from short-term investments due to lower interest rates. (c) INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS Certain 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 19 <Page> 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. CRITICAL ACCOUNTING POLICIES The preparation of financial statements in conformity with Generally Accepted Accounting Principles ("GAAP") requires the application of accounting policies that often involve a significant degree of judgment. Management, on an ongoing basis, reviews critical estimates and assumptions. If management determines, as a result of its consideration of facts and circumstances that modifications in assumptions and estimates are appropriate, results of operations and financial position as reported in the Consolidated Financial Statements may change significantly. The following sections discuss critical accounting policies applied in preparing our financial statements that are most dependent on the application of estimates and assumptions. VALUATION OF INVESTMENTS REAL ESTATE INVESTMENTS - The Partnership's investments in real estate are initially valued at their purchase price. Thereafter, real estate investments are reported at their estimated market values based upon appraisal reports prepared by independent real estate appraisers (members of the Appraisal Institute or an equivalent organization) within a reasonable amount of time following acquisition of the real estate and no less frequently than annually thereafter. The Chief Real Estate Appraiser of Prudential Investment Management's Risk Management Unit is responsible to assure that the valuation process provides objective and accurate market value estimates. The purpose of an appraisal is to estimate the market value of real estate as of a specific date. Market value has been defined as the most probable price for which the appraised real estate will sell in a competitive market under all conditions requisite for a fair sale, with the buyer and seller each acting prudently, knowledgeably, and for self interest, and assuming that neither is under undue duress. Real estate partnerships are valued at the Partnership's equity in net assets as reflected in the partnership's financial statements with properties valued as described above. As described above, the estimated market value of real estate and real estate related assets is determined through an appraisal process. These estimated market values may vary significantly from the prices at which the real estate investments would sell since market prices of real estate investments can only be determined by negotiation between a willing buyer and seller. Although the estimated market values represent subjective estimates, management believes these estimated market values are reasonable approximations of market prices and the aggregate value of investments in real estate is fairly presented as of March 31, 2002 and 2001. INVESTMENT IN REAL ESTATE INVESTMENT TRUSTS - Shares of real estate investment trusts (REITs) are generally 20 <Page> valued at their quoted market price. These values may be adjusted for discounts relating to restrictions, if any, on the future sale of these shares, such as lockout periods or limitations on the number of shares which may be sold in a given time period. Any such discounts are determined by the Chief Real Estate Appraiser. OTHER ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 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 29.04% 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 March 31, 2002: <Table> <Caption> ESTIMATED MARKET VALUE AVERAGE MATURITY (IN $ MILLIONS) INTEREST RATE -------------------------------------------------------------------------------- Cash equivalents 0-3 months $26.8 1.75% Short-term investments 3-12 months $0 0% </Table> The table below discloses the Partnership's fixed and variable rate debt as of March 31, 2002. Approximately $18.9 million of the Partnership's long-term debt bears interest at fixed rates and therefore the fair value of these instruments is 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 March 31, 2002 was 5.735%. March 31, 2002 <Table> <Caption> DEBT (IN $ THOUSANDS), 4/1/02- ESTIMATED INCLUDING CURRENT PORTION 12/31/02 2003 2004 2005 2006 THEREAFTER TOTAL FAIR VALUE - ------------------------- -------- ---- ---- ---- ---- ---------- ----- ---------- Fixed Rate $405 $577 $619 $665 $8,361 $8,267 $18,894 $18,155 Average Fixed Interest Rate 7.437% 7.449% 7.471% 7.491% 6.750% 6.750% 6.950% Variable Rate $105 $159 $168 $178 $9,350 $0 $9,960 $9,842 </Table> The Partnership is exposed to market risk from tenants. 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 would 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) of 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: May 15, 2002 By: /s/ -------------------- --------------------------------------------- Andrew J. Mako Executive Vice President Date: May 15, 2002 By: /s/ -------------------- --------------------------------------------- William J. Eckert, IV Vice President and Chief Accounting Officer 24