PRUCO LIFE VARIABLE CONTRACT REAL PROPERTY ACCOUNT - FORM 10-Q

Large accelerated filer

Accelerated filer

Non-accelerated filer

x (Do not check if a smaller reporting company)

Smaller reporting company

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 September 30, 2012

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 033-08698

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

incorporation or organization)

(IRS Employer

Identification No.)

213 Washington Street

Newark, New Jersey 07102

(973) 802-6000

(Address and Telephone Number of Registrant’s Principal Executive Offices)

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 ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES x NO ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ¨ NO x

PRUCO LIFE VARIABLE CONTRACT REAL PROPERTY ACCOUNT

(Registrant)

INDEX


		Page

Forward Looking Statement Disclosure			3

Part I - Financial Information

Item 1.	Financial Statements (Unaudited)

A. THE PRUCO LIFE VARIABLE CONTRACT REAL PROPERTY ACCOUNT

	Statements of Net Assets - September 30, 2012 and December 31, 2011		4

	Statements of Operations - Three and Nine Months Ended September 30, 2012 and 2011		4

	Statements of Changes in Net Assets - Three and Nine Months Ended September 30, 2012 and 2011		4

	Notes to the Financial Statements of the Real Property Account		5

B. THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP

	Consolidated Statements of Assets and Liabilities - September 30, 2012 and December 31, 2011		13

	Consolidated Statements of Operations - Three and Nine Months Ended September 30, 2012 and 2011		14

	Consolidated Statements of Changes in Net Assets - Nine Months Ended September 30, 2012 and 2011		15

	Consolidated Statements of Cash Flows - Nine Months Ended September 30, 2012 and 2011		16

	Consolidated Schedules of Investments - September 30, 2012 and December 31, 2011		17

	Notes to Consolidated Financial Statements of the Partnership		19

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		29

Item 3.	Quantitative and Qualitative Disclosures About Market Risk		37

Item 4.	Controls and Procedures		37

Part II - Other Information

Item 1A.	Risk Factors		38

Item 6.	Exhibits		38

Signatures			39

Forward-Looking Statement Disclosure

Certain of the statements included in this Quarterly Report on Form 10-Q, including but not limited to those in Management’s Discussion and Analysis of Financial Condition and Results of Operations, constitute forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Words such as “expects,” “believes,” “anticipates,” “includes,” “plans,” “assumes,” “estimates,” “projects,” “intends,” “should,” “will,” “shall” or variations of such words are generally part of forward-looking statements. Forward-looking statements are made based on management’s current expectations and beliefs concerning future developments and their potential effects upon Pruco Life Insurance Company, or the “Company”, or the Pruco Life Variable Contract Real Property Account, or the “Real Property Account”. There can be no assurance that future developments affecting the Company and the Real Property Account will be those anticipated by management. These forward-looking statements are not a guarantee of future performance and involve risks and uncertainties, and there are certain important factors that could cause actual results to differ, possibly materially, from expectations or estimates reflected in such forward-looking statements, including, among others: (1) general economic, market and political conditions, including the performance and fluctuations of fixed income, equity, real estate and other financial markets; (2) interest rate fluctuations or prolonged periods of low interest rates; (3) reestimates of our reserves for future policy benefits and claims; (4) differences between actual experience regarding mortality, morbidity, persistency, surrender experience, interest rates, or market returns and the assumptions we use in pricing our products, establishing liabilities and reserves or for other purposes; (5) changes in our assumptions related to deferred policy acquisition costs and value of business acquired; (6) changes in our financial strength or credit ratings; (7) investment losses and defaults; (8) competition in our product lines and for personnel; (9) changes in tax law; (10) regulatory or legislative changes, including the Dodd-Frank Wall Street Reform and Consumer Protection Act; (11) adverse determinations in litigation or regulatory matters and our exposure to contingent liabilities; (12) domestic or international military actions, natural or man-made disasters including terrorist activities or pandemic disease, or other events resulting in catastrophic loss of life; (13) ineffectiveness of risk management policies and procedures in identifying, monitoring and managing risks; (14) changes in statutory or “U.S. GAAP” accounting principles, practices or policies; (15) interruption in telecommunication, information technology or other operational systems or failure to maintain the security, confidentially or privacy of sensitive data on such systems. The Company and the Real Property Account do not intend, and are under no obligation, to update any particular forward-looking statement included in this document. See “Risk Factors” included in the Annual Report on Form 10-K for the year ended December 31, 2011, for discussion of certain risks relating to the operation of the Partnership and investment in our securities.

FINANCIAL STATEMENTS OF

PRUCO LIFE VARIABLE CONTRACT REAL PROPERTY ACCOUNT

STATEMENTS OF NET ASSETS

September 30, 2012 and December 31, 2011


	September 30, 2012
	(unaudited)		December 31, 2011

ASSETS
Investment in The Prudential Variable Contract Real Property Partnership	$	94,823,090	$	93,491,282

Net Assets	$	94,823,090	$	93,491,282


NET ASSETS, representing:
Equity of contract owners	$	70,358,824	$	69,236,373
Equity of Pruco Life Insurance Company		24,464,266		24,254,909

	$	94,823,090	$	93,491,282


Units outstanding		32,954,190		33,860,393


Portfolio shares held		2,807,408		2,896,826
Portfolio net asset value per share	$	33.78	$	32.27

STATEMENTS OF OPERATIONS

For the three and nine month periods ended September 30, 2012 and 2011


	1/1/2012-9/30/2012		1/1/2011-9/30/2011		7/1/2012-9/30/2012			7/1/2011-9/30/2011
	(unaudited)		(unaudited)		(unaudited)			(unaudited)

INVESTMENT INCOME
Net investment income from Partnership operations	$	3,376,411	$	3,370,530	$	1,279,561		$	1,091,500


EXPENSES
Charges to contract owners for assuming mortality risk and expense risk and for administration		313,494		294,306		104,850			101,149

NET INVESTMENT INCOME		3,062,917		3,076,224		1,174,711			990,351


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net change in unrealized gain (loss) on investments in Partnership		711,872		5,910,177		798,071			1,819,543
Net realized gain (loss) on sale of investments in Partnership		189,033		—		(61	)		—

NET GAIN (LOSS) ON INVESTMENTS		900,905		5,910,177		798,010			1,819,543

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	3,963,822	$	8,986,401	$	1,972,721		$	2,809,894

STATEMENTS OF CHANGES IN NET ASSETS

For the three and nine month periods ended September 30, 2012 and 2011


	1/1/2012-9/30/2012			1/1/2011-9/30/2011			7/1/2012-9/30/2012			7/1/2011-9/30/2011
	(unaudited)			(unaudited)			(unaudited)			(unaudited)

OPERATIONS
Net investment income	$	3,062,917		$	3,076,224		$	1,174,711		$	990,351
Net change in unrealized gain (loss) on investments in Partnership		711,872			5,910,177			798,071			1,819,543
Net realized gain (loss) on sale of investments in Partnership		189,033			—			(61	)		—

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		3,963,822			8,986,401			1,972,721			2,809,894


CAPITAL TRANSACTIONS
Net contributions (withdrawals) by contract owners		(1,750,102	)		(1,542,038	)		(919,309	)		(502,756	)
Net contributions (withdrawals) by Pruco Life Insurance Company		(881,912	)		(4,014,820	)		1,024,159			(2,326,942	)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM CAPITAL TRANSACTIONS		(2,632,014	)		(5,556,858	)		104,850			(2,829,698	)


TOTAL INCREASE (DECREASE) IN NET ASSETS		1,331,808			3,429,543			2,077,571			(19,804	)


NET ASSETS
Beginning of period		93,491,282			90,195,199			92,745,519			93,644,546

End of period	$	94,823,090		$	93,624,742		$	94,823,090		$	93,624,742

The accompanying notes are an integral part of these financial statements.

NOTES TO THE FINANCIAL STATEMENTS OF

PRUCO LIFE VARIABLE CONTRACT REAL PROPERTY ACCOUNT

September 30, 2012

(Unaudited)

Note 1: General

Pruco Life Variable Contract Real Property Account (the “Account”) was established on August 27, 1986 and commenced business September 5, 1986. Pursuant to Arizona law, the Account was established as a separate investment account of Pruco Life Insurance Company (“Pruco Life” or the “Company”), a wholly-owned subsidiary of The Prudential Insurance Company of America (“Prudential”), an indirect wholly-owned subsidiary of Prudential Financial, Inc. (“PFI”) and is registered under the Securities Act of 1933, as amended. The assets of the Account are segregated from Pruco Life’s other assets. The Account is used to fund benefits under certain variable life insurance and variable annuity contracts issued by Pruco Life. These products are Appreciable Life (“VAL”), Variable Life (“VLI”), Discovery Plus (“SPVA”), and Discovery Life Plus (“SPVL”).

The assets of the Account are invested in The Prudential Variable Contract Real Property Partnership (the “Partnership”). The Partnership is the investment vehicle for assets allocated to the real estate investment option under certain variable life insurance and annuity contracts. The Account, along with The Prudential Variable Contract Real Property Account and the Pruco Life of New Jersey Variable Contract Real Property Account, are the General Partners in the Partnership. These financial statements should be read in conjunction with the financial statements of the Partnership.

The Partnership has a policy of investing at least 65% of its assets in direct ownership interests in income-producing real estate and participating mortgage loans.

Note 2: Summary of Significant Accounting Policies and Pronouncements

A.	Basis of Accounting

The Unaudited Interim Financial Statements as of September 30, 2012 and the condensed balance sheet as of December 31, 2011, which has been derived from Audited Financial Statements, have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) on a basis consistent with reporting interim financial information in accordance with instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission (“SEC”).

In the opinion of management, all adjustments necessary for a fair statement of the financial position and results of operations have been made. All such adjustments are of a normal, recurring nature. Interim results are not necessarily indicative of the results that may be expected for the full year. These financial statements should be read in conjunction with the Account’s Audited Financial Statements included in the Account’s Annual Report on Form 10-K for the year ended December 31, 2011.

The Account has transactions and relationships with Prudential and other affiliates. Due to these relationships, it is possible that the terms of these transactions are not the same as those that would result from transactions among unrelated parties.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of 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. The most significant estimates include valuation of Investments in the Prudential Variable Contract Real Property Partnership.

Adoption of Accounting Pronouncements

Effective January 1, 2012, the Account adopted, prospectively, updated guidance regarding the fair value measurements and disclosure requirements. The updated guidance clarifies existing guidance related to the application of fair value measurement methods and requires expanded disclosures. The expanded disclosures required by this guidance are included in Note 9. Adoption of this guidance did not have a material effect on the Account’s consolidated financial position or results of operations.

NOTES TO THE FINANCIAL STATEMENTS OF

PRUCO LIFE VARIABLE CONTRACT REAL PROPERTY ACCOUNT

September 30, 2012

(Unaudited)

Note 2: Summary of Significant Accounting Policies and Pronouncements (continued)

B.	Investment in Partnership Interest

The investment in the Partnership is based on the Account’s proportionate interest of the Partnership’s fair value. At September 30, 2012 and December 31, 2011 the Account’s interest in the General Partners Controlling Interest was as 54.2% or 2,807,408 shares and 54.3% or 2,896,826 shares, respectively. Properties owned by the Partnership are illiquid and their fair value is based on estimated fair value as discussed in the notes to the Partnership’s audited financial statements.

C.	Income Recognition

Net investment income, realized and unrealized gains and losses are recognized daily for the investments in the Partnership. Amounts are based on the Account’s proportionate interest in the Partnership.

D.	Equity of Pruco Life Insurance Company

Pruco Life maintains a position in the Account for property liquidity purposes, including unit purchases and redemptions, Partnership share transactions, and expense processing. The position does not have an effect on the contract owners’ accounts or the related unit values.

Note 3: Charges and Expenses

A.	Mortality Risk and Expense Risk Charges

Mortality risk and expense risk charges are determined daily using an effective annual rate of 0.6%, 0.35%, 0.9% and 0.9% for VAL, VLI, SPVA and SPVL, respectively. Mortality risk is the risk that life insurance contract owners may not live as long as estimated or annuitants may live longer than estimated and expense risk is the risk that the cost of issuing and administering the policies may exceed related charges by Pruco Life. The mortality risk and expense risk charges are assessed through reduction in unit values.

B.	Administrative Charges

Administrative charges are determined daily using an effective annual rate of 0.35% applied daily against the net assets representing equity of contract owners held in each subaccount for SPVA and SPVL. Administrative charges include costs associated with issuing the contract, establishing and maintaining records, and providing reports to contract owners. The administrative charge is assessed through reduction in unit values.

C.	Cost of Insurance and Other Related Charges

Contract owner contributions are subject to certain deductions prior to being invested in the Account. The deductions for VAL and VLI are (1) state premium taxes; (2) sales charges, not to exceed 5% for VAL, which are deducted in order to compensate Pruco Life for the cost of selling the contract and (3) transaction costs, applicable to VAL, which are deducted from each premium payment to cover premium collection and processing costs. Contracts are subject to charges on each basic premium for assuming a guaranteed minimum death benefit risk. This charge compensates Pruco Life for the risk that an insured may die at a time when the death benefit exceeds the benefit that would have been payable in the absence of a minimum guarantee. These charges are assessed through the redemption of units.

NOTES TO THE FINANCIAL STATEMENTS OF

PRUCO LIFE VARIABLE CONTRACT REAL PROPERTY ACCOUNT

September 30, 2012

(Unaudited)

Note 3: Charges and Expenses (continued)

D.	Deferred Sales Charge

A deferred sales charge is imposed upon the surrender of certain variable life insurance contracts to compensate Pruco Life for sales and other marketing expenses. The amount of any sales charge will depend on the number of years that have elapsed since the contract was issued but will not exceed 45% of one scheduled annual premium for VAL contracts and 9% of the initial premium payment for SPVL. No sales charge will be imposed after the sixth and tenth year of the contract for SPVL and VAL, respectively. No sales charge will be imposed on death benefits. This deferred sales charge is assessed through the redemption of units. For SPVA, there is a deferred sales charge that applies at the time of a full or partial withdrawal, and the amount of the charge (which declines over time) depends on the number of years that have elapsed since the contract was issued.

E.	Partial Withdrawal Charge

A charge is imposed by Pruco Life on partial withdrawals of the cash surrender value for VAL. A charge equal to the lesser of $15 or 2% will be made in connection with each partial withdrawal of the cash surrender value of a contract. This charge is assessed through the redemption of units.

Note 4: Taxes

Pruco Life is taxed as a “life insurance company”, as defined by the Internal Revenue Code. The results of operations of the Account form a part of PFI’s consolidated federal tax return. Under current federal, state and local law, no federal, state or local income taxes are payable by the Account. As such, no provision for the tax liability has been recorded in these financial statements.

Note 5: Net Withdrawals by Contract Owners

Net contract owner withdrawals for the real estate investment option in Pruco Life’s variable insurance and variable annuity products for the three and nine months ended September 30, 2012 and 2011, were as follows:


	Three Months Ended September 30,
	(Unaudited)
	2012			2011
VAL		(858,400	)		(463,086	)
VLI		(57,837	)		(43,891	)
SPVA		(241	)		(21,762	)
SPVL		(2,831	)		25,983

TOTAL	$	(919,309	)	$	(502,756	)


	Nine Months Ended September 30,
	(Unaudited)
	2012			2011
VAL		(1,528,011	)		(1,504,477	)
VLI		(131,575	)		(100,838	)
SPVA		(720	)		(42,180	)
SPVL		(89,796	)		105,457

TOTAL	$	(1,750,102	)	$	(1,542,038	)

NOTES TO THE FINANCIAL STATEMENTS OF

PRUCO LIFE VARIABLE CONTRACT REAL PROPERTY ACCOUNT

September 30, 2012

(Unaudited)

Note 6: Partnership Distributions

For the Nine months ended September 30, 2011, the Partnership made one distribution, $5 million on March 28, 2012. The Account’s share of this distribution was $2.9 million. During the year ended December 31, 2011, the Partnership made a total of $15 million in distributions. The distributions occurred on May 31^st, September 26^th, and December 27^th for $5 million each. The Account’s share of these distributions were $2.9 million each or a total of $8.7 million.

Note 7: Unit Information

All products referred to in Note 1 for outstanding units and unit values at September 30, 2012 and December 31, 2011 were as follows:


	September 30, 2012	December 31, 2011
	(Unaudited)

Units Outstanding:	32,954,190	33,860,393
Unit Value:	2.44758 to 3.08582	2.36048 to 2.95634

Note 8: Financial Highlights

The range of total return for the three and six months ended September 30, 2012 and 2011 were as follows:


	Three Months Ended September 30,
	(Unaudited)
	2012	2011
Total Return	1.92% to 2.15%	2.79% to 3.02%

	Nine Months Ended September 30,
	(Unaudited)
	2012	2011
Total Return	3.69% to 4.38%	9.39% to 10.12%

NOTES TO THE FINANCIAL STATEMENTS OF

PRUCO LIFE VARIABLE CONTRACT REAL PROPERTY ACCOUNT

September 30, 2012

(Unaudited)

Note 9: Fair Value Disclosure

FASB guidance on fair value measurements and disclosures establishes a framework for measuring fair value that includes a hierarchy used to classify the inputs used in fair value. The hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three levels. The level in the fair value hierarchy within which the fair value measurement falls is determined based on the lowest level input that is significant to the fair value measurement. The levels of the fair value hierarchy are as follows:

Level 1 – Fair value is based on unadjusted quoted prices in active markets that are accessible to the Company for identical assets or liabilities. These generally provide the most reliable evidence and should be used to measure fair value whenever available. The Account had no Level 1 assets or liabilities.

Level 2 – Fair value is based on inputs, other than Level 1 inputs, that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability through corroboration with observable market data. The Account had no Level 2 assets or liabilities.

Level 3 – Fair value is based on significant unobservable inputs for the asset or liability. These inputs reflect the Company’s own assumptions about the assumptions that market participants would use in pricing the asset or liability. The Account’s Level 3 assets consist of the investment in the Partnership which is based on the Account’s proportionate interest of the Partnership’s fair value which approximates the Partnership’s net asset value. Properties owned by the Partnership are illiquid and fair value is based on estimates from property appraisal reports prepared by independent real estate appraisers as discussed in the notes to the Partnership’s unaudited financial statements.

The purpose of an appraisal is to estimate the fair value of real estate as of a specific date. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The estimate of fair value is based on the conventional approaches to value, all of which require the exercise of subjective judgment. The three approaches are: (1) current cost of reproducing the real estate less deterioration and functional and economic obsolescence; (2) discounting a series of income streams and reversion at a specific yield or by directly capitalizing a single year income estimate by an appropriate factor; and (3) value indicated by recent sales of comparable real estate in the market. In the reconciliation of these three approaches, the one most heavily relied upon is the one then recognized as the most appropriate by the independent appraiser for the type of real estate in the market. Appraisals for the Account’s Level 3 assets generally utilize a discounted cash flow model. Appraisals for the Account’s Level 3 assets generally utilize a discounted cash flow model.

NOTES TO THE FINANCIAL STATEMENTS OF

PRUCO LIFE VARIABLE CONTRACT REAL PROPERTY ACCOUNT

September 30, 2012

(Unaudited)

In general, the input values used in the appraisal process are unobservable; therefore unless indicated otherwise, the underlying investments in the Partnership are classified as Level 3 under the fair value hierarchy. The inputs or methodology used for valuing securities are not an indication of the risk associated with investing in those securities.

Level 3 Assets by Hierarchy

Table 1 below summarizes the assets measured at fair value on a recurring basis and their respective position in the fair value hierarchy.

Table 1:


	($ in 000’s)
	Fair Value Measurements at September 30, 2012
Assets:	Amounts Measured at Fair Value 09/30/2012		(Level 1)		(Level 2)		Unaudited (Level 3)
Investment in The Prudential Variable Contract Real Property Partnership	$	94,823	$	—	$	—	$	94,823


	($ in 000’s)
	Fair Value Measurements at December 31, 2011
Assets:	Amounts Measured at Fair Value 12/31/2011		(Level 1)		(Level 2)		(Level 3)
Investment in The Prudential Variable Contract Real Property Partnership	$	93,491	$	—	$	—	$	93,491

Quantitative Information Regarding Internally-Priced Level 3 Assets

The Account’s Level 3 assets consist of the investment in the Partnership which is based on the Account’s proportionate interest of the Partnership’s fair value which approximates the Partnership’s net asset value. The fair value of properties owned by the Partnership is determined through an independent appraisal process. The appraisals generally utilize a discounted cash flow model. Quantitative information on significant internally priced Level 3 assets are discussed in Note 3 of the Partnership’s unaudited financial statements.

NOTES TO THE FINANCIAL STATEMENTS OF

PRUCO LIFE VARIABLE CONTRACT REAL PROPERTY ACCOUNT

September 30, 2012

(Unaudited)

Changes in Level 3 assets and liabilities

The following table provides a summary of the changes in fair value of Level 3 assets and liabilities for the nine months ended September 30, 2012 and 2011, as well as the portion of gains or losses included in income for the nine months ended September 30, 2012 and 2011, attributable to unrealized gains or losses related to those assets and liabilities still held at September 30th.


	($ in 000’s)
	Nine months ending September 30, 2012 (Unaudited)
Beginning balance @ 01/01/12	$	93,491
Total gains or losses (realized/unrealized) included in earnings (or changes in net assets) from Partnership operations		901
Net Investment Income from Partnership operations		3,376
Acquisition/Additions		—
Equity Income		—
Contributions		—
Disposition/Settlements		—
Equity losses		—
Distributions		(2,945	)

Ending balance @ 09/30/2012	$	94,823

Unrealized gains (losses) for the period relating to Level 3 assets still held at the reporting date	$	712


	($ in 000’s)
	Nine months ending September 30, 2011 (Unaudited)
Beginning balance @ 01/01/11	$	90,195
Total gains or losses (realized/unrealized) included in earnings (or changes in net assets) from Partnership operations		5,910
Net Investment Income from Partnership operations		3,371
Acquisition/Additions		—
Equity Income		—
Contributions		—
Disposition/Settlements		—
Equity losses		—
Distributions		(5,851	)

Ending balance @ 09/30/11	$	93,625

Unrealized gains (losses) for the period relating to Level 3 assets still held at the reporting date	$	5,910

NOTES TO THE FINANCIAL STATEMENTS OF

PRUCO LIFE VARIABLE CONTRACT REAL PROPERTY ACCOUNT

September 30, 2012

(Unaudited)

Changes in Level 3 assets and liabilities

The following table provides a summary of the changes in fair value of Level 3 assets and liabilities for the three months ended September 30, 2012 and 2011, as well as the portion of gains or losses included in income for the three months ended September 30, 2012 and 2011, attributable to unrealized gains or losses related to those assets and liabilities still held at September 30th.


	($ in 000’s)
	Three months ending September 30, 2012 (Unaudited)
Beginning balance @ 07/01/12	$	92,746
Total gains or losses (realized/unrealized) included in earnings (or changes in net assets) from Partnership operations		798
Net Investment Income from Partnership operations		1,279
Acquisition/Additions		—
Equity Income		—
Contributions		—
Disposition/Settlements		—
Equity losses		—
Distributions		—

Ending balance @ 09/30/2012	$	94,823

Unrealized gains (losses) for the period relating to Level 3 assets still held at the reporting date	$	798


	($ in 000’s)
	Three months ending September 30, 2011 (Unaudited)
Beginning balance @ 07/01/11	$	93,645
Total gains or losses (realized/unrealized) included in earnings (or changes in net assets) from Partnership operations		1,820
Net Investment Income from Partnership operations		1,091
Acquisition/Additions		—
Equity Income		—
Contributions		—
Disposition/Settlements		—
Equity losses		—
Distributions	$	(2,931	)

Ending balance @ 09/30/11	$	93,625

Unrealized gains (losses) for the period relating to Level 3 assets still held at the reporting date	$	1,820

THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP

CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES


	September 30, 2012
	(Unaudited)		December 31,2011
ASSETS

REAL ESTATE INVESTMENTS - At estimated fair value:
Real estate and improvements (cost: 9/30/2012 - $241,327,309; 12/31/2011 - $196,297,813)	$	221,651,521	$	174,533,231
Preferred equity investments (cost: 9/30/2012 - $0; 12/31/2011 - $8,554,984)		—		8,277,037


Total real estate investments		221,651,521		182,810,268

CASH AND CASH EQUIVALENTS		24,768,429		27,404,667

OTHER ASSETS, NET		3,555,319		2,765,427

Total assets	$	249,975,269	$	212,980,362


LIABILITIES & PARTNERS’ EQUITY

INVESTMENT LEVEL DEBT (net of unamortized discount: 9/30/12 $2,325; 12/31/11 $4,956)	$	57,004,908	$	33,464,270

ACCOUNTS PAYABLE AND ACCRUED EXPENSES		2,739,352		2,148,095

DUE TO AFFILIATES		605,803		612,946

OTHER LIABILITIES		8,267,278		952,223


Total liabilities		68,617,341		37,177,534


COMMITMENTS AND CONTINGENCIES (Note 5)

NET ASSETS, REPRESENTING PARTNERS’ EQUITY:

GENERAL PARTNERS’ CONTROLLING INTEREST		175,077,249		172,188,679

NONCONTROLLING INTEREST		6,280,679		3,614,149


Total equity		181,357,928		175,802,828


Total liabilities and equity	$	249,975,269	$	212,980,362


NUMBER OF SHARES OUTSTANDING AT END OF PERIOD		5,183,476		5,335,263


SHARE VALUE AT END OF PERIOD	$	33.78	$	32.27

The accompanying notes are an integral part of these consolidated financial statements.

THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	For the Nine Months Ending September 30,					For the Three Months Ending September 30,
	2012			2011		2012		2011
INVESTMENT INCOME:

Revenue from real estate and improvements	$	18,978,666		$	17,350,103	$	6,961,322	$	6,135,420
Equity in income on preferred equity investments		127,288			923,815		—		183,477
Interest income		13,717			22,283		4,988		4,526


Total investment income		19,119,671			18,296,201		6,966,310		6,323,423


INVESTMENT EXPENSES:
Operating		4,565,555			4,553,048		1,649,197		1,588,940
Investment management fee		1,775,323			1,773,588		592,396		604,298
Real estate taxes		1,792,606			1,523,906		607,173		568,514
Administrative		3,161,204			3,032,161		1,164,189		1,094,623
Interest expense		1,353,544			973,182		516,058		391,415


Total investment expenses		12,648,232			11,855,885		4,529,013		4,247,790


NET INVESTMENT INCOME		6,471,439			6,440,316		2,437,297		2,075,633


REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net proceeds from real estate investments sold		8,571,929			—		—		—
Less: Cost of real estate investments sold		8,501,116			—		—		—

Gain (loss) realized from real estate investments sold		70,813			—		—		—
Less: Reversal of prior periods’ unrealized gain (loss) on real estate investments sold		(277,947	)		—		—		—

Net gain (loss) recognized on real estate investments sold		348,760			—		—		—

Change in unrealized gain (loss) on real estate investments held		2,088,794			11,686,305		2,734,230		3,719,468


NET REALIZED AND UNREALIZED GAIN (LOSS)		2,437,554			11,686,305		2,734,230		3,719,468


INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	8,908,993		$	18,126,621	$	5,171,527	$	5,795,101


Amounts attributable to noncontrolling interest:
Net investment income (loss) attributable to noncontrolling interest		242,059			265,734		75,288		73,346
Net unrealized gain (loss) attributable to noncontrolling interest		778,364			867,284		1,260,301		384,592

Net increase (decrease) in net assets resulting from operations attributable to noncontrolling interest	$	1,020,423		$	1,133,018	$	1,335,589	$	457,938


Amounts attributable to general partners’ controlling interest:
Net investment income attributable to general partners’ controlling interest		6,229,380			6,174,582		2,362,009		2,002,287
Net recognized gain (loss) attributable to general partners’ controlling interest		348,760			—		—		—
Net unrealized gain (loss) attributable to general partners’ controlling interest		1,310,430			10,819,021		1,473,929		3,334,876


Net increase (decrease) in net assets resulting from operations attributable to general partners’ controlling interest	$	7,888,570		$	16,993,603	$	3,835,938	$	5,337,163

The accompanying notes are an integral part of these consolidated financial statements.

THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS

(Unaudited)


	For the Nine Months Ending September 30,
	2012									2011
	General Partners’ Controlling Interest			Noncontrolling Interest			Total			General Partners’ Controlling Interest			Noncontrolling Interest			Total
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS:
Net investment income (loss)	$	6,229,380		$	242,059		$	6,471,439		$	6,174,582		$	265,734		$	6,440,316
Net realized and unrealized gain (loss) from real estate investments		1,659,190			778,364			2,437,554			10,819,021			867,284			11,686,305


Increase (decrease) in net assets resulting from operations		7,888,570			1,020,423			8,908,993			16,993,603			1,133,018			18,126,621


INCREASE (DECREASE) IN NET ASSETS RESULTING FROM CAPITAL TRANSACTIONS:

Distributions		(5,000,000	)		—			(5,000,000	)		(10,000,000	)		—			(10,000,000	)
Contributions from noncontrolling interest		—			1,688,870			1,688,870			—			—			—
Distributions to noncontrolling interest		—			(42,763	)		(42,763	)		—			(228,649	)		(228,649	)


Increase (decrease) in net assets resulting from capital transactions		(5,000,000	)		1,646,107			(3,353,893	)		(10,000,000	)		(228,649	)		(10,228,649	)


INCREASE (DECREASE) IN NET ASSETS		2,888,570			2,666,530			5,555,100			6,993,603			904,369			7,897,972

NET ASSETS - Beginning of period		172,188,679			3,614,149			175,802,828			165,027,953			2,699,821			167,727,774


NET ASSETS - End of period	$	175,077,249		$	6,280,679		$	181,357,928		$	172,021,556		$	3,604,190		$	175,625,746

The accompanying notes are an integral part of these consolidated financial statements.

THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	For the Nine Months Ended September 30,
	2012			2011

CASH FLOWS FROM OPERATING ACTIVITIES:
Net increase (decrease) in net assets from operations	$	8,908,993		$	18,126,621
Adjustments to reconcile net increase (decrease) in net assets to net cash provided by (used in) operating activities
Net realized and unrealized loss (gain)		(2,437,554	)		(11,686,305	)
Amortization of discount on investment level debt		2,630			7,187
Amortization of deferred financing costs		33,511			25,785
(Increase) decrease in accrued interest included in preferred equity investment		53,868			(253,153	)
Bad debt expense		97,156			49,306
(Increase) decrease in:
Other assets		(920,558	)		(503,809	)
Increase (decrease) in:
Accounts payable and accrued expenses		826,581			233,585
Due to affiliates		(7,143	)		20,568
Other liabilities		(113,757	)		(22,716	)


Net cash flows provided by (used in) operating activities		6,443,727			5,997,069


CASH FLOWS FROM INVESTING ACTIVITIES:
Net proceeds from real estate investments sold		8,571,929			—
Acquisition of real estate and improvements		(30,462,591	)		—
Additions to real estate and improvements		(2,302,230	)		(1,713,343	)
Return of investment in real estate partnerships		—			5,868,661


Net cash flows provided by (used in) investing activities		(24,192,892	)		4,155,318


CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions		(5,000,000	)		(10,000,000	)
Proceeds from investment level debt		11,700,000			19,000,000
Principal payments on investment level debt		(661,992	)		(15,891,050	)
Net change in financing arrangements (maturities 90 days or less)		7,428,812			—
Contributions from noncontrolling interest		1,688,870			—
Distributions to noncontrolling interest		(42,763	)		(228,649	)


Net cash flows provided by (used in) financing activities		15,112,927			(7,119,699	)


NET CHANGE IN CASH AND CASH EQUIVALENTS		(2,636,238	)		3,032,688

CASH AND CASH EQUIVALENTS - Beginning of period		27,404,667			28,881,784


CASH AND CASH EQUIVALENTS - End of period	$	24,768,429		$	31,914,472

The accompanying notes are an integral part of these consolidated financial statements.

THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP

CONSOLIDATED SCHEDULE OF INVESTMENTS


Property Name	September 30 2012 Ownership	City, State	2012 Total Rentable Square Feet Unless Otherwise			September 30, 2012 (Unaudited)				December 31, 2011
Property Name	September 30 2012 Ownership	City, State	Indicated (Unaudited)			Cost		Estimated Fair Value		Cost		Estimated Fair Value

OFFICES
750 Warrenville	WO	Lisle, IL		103,193		$	26,767,930	$	7,400,000	$	26,406,742	$	7,200,000
Summit @ Cornell Oaks	WO	Beaverton , OR		72,109			13,642,455		8,022,446		13,488,141		8,569,729
Westpark	WO	Brentwood, TN		97,199			15,159,954		14,200,000		15,144,132		13,363,502
Financial Plaza	WO	Brentwood, TN		98,049			13,439,266		9,900,000		12,950,174		10,700,000

Offices % as of 9/30/12				23	%		69,009,605		39,522,446		67,989,189		39,833,231

APARTMENTS
700 Broadway	CJV	Seattle, WA		59 Units			22,333,516		22,200,000		—		—
Dunhill Trace Apartments	WO	Raleigh, NC		250 Units			17,065,658		21,200,000		16,829,100		20,200,000
Broadstone Crossing	WO	Austin, TX		225 Units			22,919,384		26,000,000		22,872,160		25,300,000
The Reserve At Waterford Lakes	WO	Charlotte, NC		140 Units			14,128,802		11,600,000		13,992,552		11,200,000

Apartments % as of 9/30/12				46	%		76,447,360		81,000,000		53,693,812		56,700,000

RETAIL
Hampton Towne Center	WO	Hampton, VA		174,540			18,229,681		18,000,000		18,209,961		17,700,000
White Marlin Mall	CJV	Ocean City, MD		197,098			24,064,992		29,600,000		23,905,783		27,800,000
Westminster Crossing East, LLC	CJV	Westminster, MD		89,890			15,079,798		15,600,000		15,077,125		15,200,000
CARS Preferred Equity	PE	Various		N/A			—		—		8,554,984		8,277,037
Harnett Crossing	WO	Dunn, NC		193,325			6,726,968		3,300,000		6,429,474		3,300,000
Village Walk	WO	Roswell, GA		81,159			20,629,075		20,629,075		—		—

Retail % as of 9/30/12				50	%		84,730,514		87,129,075		72,177,327		72,277,037

HOTEL
Portland Crown Plaza	CJV	Lake Oswego, OR		161 Rooms			11,139,830		14,000,000		10,992,469		14,000,000

Hotel % as of 9/30/12				8	%		11,139,830		14,000,000		10,992,469		14,000,000

Total Real Estate Investments at Estimated Fair Values as a Percentage of General Partners’ Controlling Interest as of 9/30/12				127	%		241,327,309		221,651,521		204,852,797		182,810,268

WO - Wholly Owned Investment

CJV - Consolidated Joint Venture

PE - Preferred equity investment

The accompanying notes are an integral part of these consolidated financial statements.

THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP

CONSOLIDATED SCHEDULE OF INVESTMENTS


			September 30, 2012 (Unaudited)						December 31, 2011
						Estimated					Estimated
	Face Amount		Maturity Date	Cost		Fair Value			Cost		Fair Value
CASH AND CASH EQUIVALENTS - Percentage of General Partner’s Controlling Interest							9.9	%				15.9	%

Investments in Prudential Investment Liquidity Pool:
Federal Home Loan Bank, 0 coupon bond	$	4,190,000	October, 2012	$	4,190,000	$	4,190,000		$	697,000	$	697,000
Federal Home Loan Bank, 0 coupon bond		10,000,000	October, 2012		10,000,000		10,000,000			10,000,000		10,000,000
Federal Home Loan Bank, 0 coupon bond		8,000,000	November, 2012		7,998,671		7,998,671			15,999,413		15,999,413


Total Cash Equivalents					22,188,671		22,188,671			26,696,413		26,696,413

Cash					2,579,758		2,579,758			708,254		708,254


Total Cash and Cash Equivalents				$	24,768,429	$	24,768,429		$	27,404,667	$	27,404,667

The accompanying notes are an integral part of these consolidated financial statements.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OF

THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP

September 30, 2012

(Unaudited)

Note 1: Summary of Significant Accounting Policies

Basis of Presentation - The accompanying consolidated financial statements of The Prudential Variable Contract Real Property Partnership (the “Partnership”) included herein have been prepared in accordance with accounting principles generally accepted in the United States of America that are applicable to investment companies. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair statement have been included. Operating results for the three and nine months ended September 30, 2012 are not necessarily indicative of the results that may be expected for the year ended December 31, 2012. For further information, refer to the audited consolidated financial statements and notes of the Partnership for the year ended December 31, 2011. The Partnership has evaluated subsequent events through November 9, 2012, the date these financial statements were available to be issued.

Accounting Pronouncements Adopted - In May 2011, the FASB issued updated guidance regarding the fair value measurements and disclosure requirements. The updated guidance clarifies existing guidance related to the application of fair value measurement methods and requires expanded disclosures. This new guidance is effective for the first interim or annual reporting period beginning after December 15, 2011 and is applied prospectively. Effective January 1, 2012, the Partnership adopted this updated guidance regarding the fair value measurements and disclosure requirements. The expanded disclosures required by this guidance are included in Note 3. Adoption of this guidance did not have a material effect on the Partnership’s consolidated financial position or results of operations.

Note 2: Disclosure of Supplemental Cash Flow Information and Non-Cash Investing and Financing Activity

During third quarter of 2012, in conjunction with the acquisition of a real estate investment, the Partnership assumed a variable rate mortgage loan payable in the amount of $12.5 million.

Cash paid for interest during the nine months ended September 30, 2012 and September 30, 2011, was $1,320,033, and $947,396 respectively.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OF

THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP

September 30, 2012

(Unaudited)

Note 3: Fair Value Measurements

Valuation Methods:

Real estate investments are carried at fair value. Properties owned are initially recorded at the purchase price plus closing costs. Development costs and major renovations are capitalized as a component of cost, and routine maintenance and repairs are charged to expense as incurred. Real estate costs include the cost of acquired property, including all the tangible and intangible assets. Tangible assets include the value of all land, building and tenant improvements at the time of acquisition. Intangible assets include the value of any above or below market leases, in-place leases, and tenant relationships at the time of acquisition.

In general fair value estimates are based upon property 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, Inc. (“PIM”), which is an indirectly owned subsidiary of Prudential Financial, Inc. (“PFI”), is responsible to assure that the valuation process provides independent and reasonable property fair value estimates. An unaffiliated third party has been appointed by PIM to assist the Chief Real Estate Appraiser in maintaining and monitoring the independence and the accuracy of the appraisal process. The fair value of real estate investments does not reflect the transaction sale costs, which may be incurred upon disposition of the real estate investments.

The purpose of an appraisal is to estimate the fair value of real estate as of a specific date. In accordance with FASB authoritative guidance on fair value measurements and disclosures, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The estimate of fair value is based on the conventional approaches to value, all of which require the exercise of subjective judgment. The three approaches are: (1) current cost of reproducing the real estate less deterioration and functional and economic obsolescence; (2) discounting a series of income streams and reversion at a specific yield or by directly capitalizing a single year income estimate by an appropriate factor; and (3) value indicated by recent sales of comparable real estate in the market. Key inputs and assumptions include rental income and expense amounts, related rental income and expense growth rates, discount rates and capitalization rates. In the reconciliation of these three approaches, the independent appraiser uses one or a combination of them, to come up with the approximated value for the type of real estate in the market. The real estate investments consisting of real estate and improvements, and preferred equity investments are therefore classified as Level 3.

Cash equivalents include short term investments. Short term investments are generally valued using unadjusted quoted prices in active markets that are accessible for identical assets and are primarily classified as Level 1.

See below for a description of the levels of fair value hierarchy.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OF

THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP

September 30, 2012

(Unaudited)

Note 3: Fair Value Measurements (continued)

Fair Value Measurements:

FASB authoritative guidance on fair value measurements and disclosures establishes a fair value measurement framework, provides a single definition of fair value and requires expanded disclosure summarizing fair value measurements. This guidance provides a three-level hierarchy based on the inputs used in the valuation process. The levels in the fair value hierarchy within which the fair value measurements falls is determined based on the lowest level input that is significant to the fair value measurement. The levels of the fair value hierarchy are as follows:

Level 1 – Fair value is based on unadjusted quoted prices in active markets that are accessible to the entity for identical assets or liabilities. These generally provide the most reliable evidence and should be used to measure fair value whenever available.

Level 3 – Fair value is based on significant unobservable inputs for the asset or liability. These inputs reflect the entity’s own assumptions about how market participants would price the asset or liability.

For items classified as Level 3, a reconciliation of the beginning and ending balances, as shown in table 2 below, is also required.

During the nine months ended September 30, 2012 and 2011, there were no transfers between Level 1 and Level 2.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OF

THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP

September 30, 2012

(Unaudited)

Note 3: Fair Value Measurements (continued)

Table 1 below summarizes the assets measured at fair value on a recurring basis and their respective position in the fair value hierarchy.

Table 1


			(in 000’s)
			Fair value measurements at September 30, 2012 using
Assets:	Cost at 09/30/12		Amounts measured at fair value 09/30/2012		Quoted prices in active markets for identical assets (level 1)		Significant other observable inputs (level 2)		Significant unobservable inputs (level 3)

Real estate and improvements	$	241,327	$	221,651	$	—	$	—	$	221,651
Cash equivalents		22,189		22,189		22,189		—		—

Total	$	263,516	$	243,840	$	22,189	$	—	$	221,651


			(in 000’s)
			Fair value measurements at December 31, 2011 using
Assets:	Cost at 12/31/11		Amounts measured at fair value 12/31/2011		Quoted prices in active markets for identical assets (level 1)		Significant other observable inputs (level 2)		Significant unobservable inputs (level 3)

Real estate and improvements	$	196,298	$	174,533	$	—	$	—	$	174,533
Preferred equity investments		8,555		8,277		—		—		8,277
Cash equivalents		26,696		26,696		26,696		—		—

Total	$	231,549	$	209,506	$	26,696	$	—	$	182,810

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OF

THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP

September 30, 2012

(Unaudited)

Note 3: Fair Value Measurements (continued)

Table 2 below provides a reconciliation of the beginning and ending balances for all assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three and nine month periods ended September 30, 2012 and September 30, 2011.

Table 2

(in 000’s)

Fair value measurements using significant unobservable inputs

for the nine months ending September 30, 2012

(Level 3)


	Real estate and improvements		Preferred equity investments			Total

Beginning balance @ 1/1/12	$	174,533	$	8,277		$	182,810

Net gains (losses) realized/unrealized included in earnings (or changes in net assets)		2,089		349			2,438
Equity income (losses)/interest income		—		127			127
Acquisitions, issuances and contributions		45,029		—			45,029
Disposition, settlements and distributions		—		(8,753	)		(8,753	)

Ending balance @ 9/30/12	$	221,651	$	—		$	221,651


Unrealized gains (losses) for the period relating to level 3 assets still held at the reporting date	$	2,089	$	—		$	2,089

(in 000’s)

Fair value measurements using significant unobservable inputs

for the nine months ending September 30, 2011

(Level 3)


	Real estate and improvements		Preferred equity investments			Total

Beginning balance @ 1/1/11	$	158,900	$	12,591		$	171,491

Net gains (losses) realized/unrealized included in earnings (or changes in net assets)		10,437		1,249			11,686
Equity income (losses)/interest income		—		924			924
Acquisitions, issuances and contributions		1,263		—			1,263
Disposition, settlements and distributions		—		(6,539	)		(6,539	)

Ending balance @ 9/30/11	$	170,600	$	8,225		$	178,825


Unrealized gains (losses) for the period relating to level 3 assets still held at the reporting date	$	10,437	$	1,249		$	11,686

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OF

THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP

September 30, 2012

(Unaudited)

Note 3: Fair Value Measurements (continued)

Table 2

(in 000’s)

Fair value measurements using significant unobservable inputs

for the three months ending September 30, 2012

(Level 3)


	Real estate and improvements

Beginning balance @ 7/1/12	$	198,052

Net gains (losses) realized/unrealized included in earnings (or changes in net assets)		2,734
Equity income (losses)/interest income		—
Acquisitions, issuances and contributions		20,865
Disposition, settlements and distributions		—

Ending balance @ 9/30/12	$	221,651


Unrealized gains (losses) for the period relating to level 3 assets still held at the reporting date	$	2,734

(in 000’s)

Fair value measurements using significant unobservable inputs

for the three months ending September 30, 2011

(Level 3)


	Real estate and improvements		Preferred equity investments			Total

Beginning balance @ 7/1/11	$	166,550	$	8,130		$	174,680

Net gains (losses) realized/unrealized included in earnings (or changes in net assets)		3,624		95			3,719
Equity income (losses)/interest income		—		183			183
Acquisitions, issuances and contributions		426		—			426
Disposition, settlements and distributions		—		(183	)		(183	)

Ending balance @ 9/30/11	$	170,600	$	8,225		$	178,825


Unrealized gains (losses) for the period relating to level 3 assets still held at the reporting date	$	3,624	$	95		$	3,719

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OF

THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP

September 30, 2012

(Unaudited)

Note 3: Fair Value Measurements (continued)

Quantitative Information Regarding Level 3 Assets:

The table below represents quantitative information about the significant unobservable inputs used in the fair value measurement of Level 3 assets. Significant changes in any of those inputs in isolation would result in a significant change in fair value measurement.


	As of September 30, 2012
	Fair Value (in 000’s)		Number of property(ies) in this property type	Valuation Techniques	Unobservable Input		Range (Weighted Average)

Real estate and improvements:

Apartment	$	81,000	4	Third party appraisal’s discounted cash flow		Exit capitalization rate Discount rate	5.50% - 6.25% (5.96%) 7.00% - 8.00% (7.40%)

Hotel		14,000	1	Third party appraisal’s discounted cash flow		Exit capitalization rate Discount rate	9.25% (9.25%) 11.50% (11.50%)

Office		39,522	4	Third party appraisal’s discounted cash flow		Exit capitalization rate Discount rate	7.75% - 9.00% (8.50%) 8.50% - 10.00% (9.18%)

Retail		87,129	5	Third party appraisal’s discounted cash flow		Exit capitalization rate Discount rate	7.75% - 9.50% (8.10%) 8.50% - 10.50% (8.80%)

	$	221,651

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OF

THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP

September 30, 2012

(Unaudited)

Note 3: Fair Value Measurements (continued)

Fair Value of Financial Instruments Carried at Cost:

The Partnership’s mortgages on wholly owned properties and consolidated partnerships have an estimated fair value of approximately $57.2 million, and a carrying value (amortized cost) of $57.0 million. The estimated fair value is based on the amount at which the Partnership would pay to transfer the debt at the reporting date taking into consideration the effect of nonperformance risk, including the Partnership’s own credit risk. The fair value of debt is determined using the discounted cash flow method, which applies certain key assumptions including the contractual terms of the contract, market interest rates, interest spreads, credit risk, liquidity and other factors. Different assumptions or changes in future market conditions could significantly affect the estimated fair value. The input values used in the determining the fair value on investment level debt are unobservable, therefore would be considered as Level 3 under the fair value hierarchy.

Note 4: Risk

Valuation Risk

The estimated fair value of real estate and real estate related assets is generally determined through an appraisal process. These estimated fair 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. These differences could be material to the financial statements. Although the estimated fair values represent subjective estimates, management believes that these estimated fair values are reasonable approximations of market prices and the aggregate estimated value of investments in real estate are fairly presented as of September 30, 2012 and December 31, 2011.

Financing, Covenant, and Repayment Risks

In the normal course of business, the Partnership enters into loan agreements with certain lenders to finance its real estate investment transactions. Unfavorable economic conditions could increase related borrowing costs, limit access to the capital markets or result in a decision by lenders not to extend credit to the Partnership. There is no guarantee that the Partnership’s borrowing arrangements or ability to obtain leverage will continue to be available, or if available, will be available on terms and conditions acceptable to the Partnership. Further, these loan agreements contain, among other conditions, events of default and various covenants and representations. In the normal course of business, the Partnership may be in the process of renegotiating terms for loans outstanding that have passed their maturity dates. At September 30, 2012 the Partnership had no outstanding matured loans.

A decline in market value of the Partnership’s assets may also have particular adverse consequences in instances where the Partnership borrowed money based on the fair value of specific assets. A decrease in market value of these assets may result in the lender requiring the Partnership to post additional collateral or otherwise repay these loans.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OF

THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP

September 30, 2012

(Unaudited)

Note 4: Risk (continued)

In the event the Partnership’s current portfolio and investment obligations are not refinanced or extended when they become due, management anticipates that the repayment of these obligations will be provided by operating cash flow, new debt refinancing, and real estate investment sales.

Note 5: Commitments and Contingencies

The Partnership is subject to various legal proceedings and claims arising in the ordinary course of business. These matters are generally covered by insurance. In the opinion of Partnership’s management, the outcome of such matters will not have a significant effect on the financial position of the Partnership.

Note 6: Related Party Transactions

Pursuant to an investment management agreement, PIM 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 month periods ended September 30, 2012 and September 30, 2011, management fees incurred by the Partnership were $592,396 and $604,298, respectively. For the nine month periods ended September 30, 2012 and September 30, 2011, management fees incurred by the Partnership were $1,775,323 and $1,773,588, respectively. The Partnership also reimburses PIM for certain administrative services rendered by PIM. The amounts incurred for the three months ended September 30, 2012 and September 30, 2011, were $13,407 and $13,407, respectively, and are classified as administrative expenses in the Consolidated Statement of Operations. The amounts incurred for the nine months ended September 30, 2012 and September 30, 2011, were $40,221 and $40,221, respectively, and are classified as administrative expenses in the Consolidated Statements of Operations.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OF

THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP

September 30, 2012

(Unaudited)

Note 7: Financial Highlights

For The Nine Months Ended September 30,

2012

2011

2010

2009

2008

Per Share(Unit) Operating Performance:

Net Asset Value attributable to general partners’ controlling interest, beginning of period

32.27

28.38

25.88

31.65

36.55

Income From Investment Operations:

Net investment income attributable to general partners’ controlling interest, before management fee

1.53

1.38

1.24

1.09

1.55

Investment Management fee attributable to general partners’ controlling interest

(0.33

)

(0.31

)

(0.26

)

(0.30

)

(0.39

)

Net realized and unrealized gain (loss) on investments attributable to general partners’ controlling interest

0.31

1.88

0.85

(6.73

)

(1.31

)

Net Increase (decrease) in Net Assets Resulting from Operations attributable to general partners’ controlling interest

1.51

2.95

1.83

(5.94

)

(0.15

)

Net Asset Value attributable to general partners’ controlling interest, end of period

33.78

31.33

27.71

25.71

36.40

Total Return attributable to general partners’ controlling interest, before Management Fee:

5.73

11.51

8.11

-17.85

0.64

Total Return attributable to general partners’ controlling interest, after Management Fee (a):

4.65

10.39

7.09

-18.75

-0.41

Ratios/Supplemental Data:

Net Assets attributable to general partners’ controlling interest, end of period (in millions)

175

172

171

166

246

Ratios to average net assets for the period ended (b):

Management fees

1.04

1.06

1.04

1.05

Other portfolio Level Expense

0.20

0.18

0.03

Total Portfolio Level Expenses

1.24

1.26

1.22

1.23

1.08

Net Investment Income, before Management Fee

4.75

4.68

4.73

3.76

4.20

(a)

Total Return, after management fee is calculated by geometrically linking quarterly returns which are calculated using the formula below:

Net Investment Income + Net Realized and Unrealized Gains/(Losses)

Beg. Net Asset Value + Time Weighted Contributions

- Time Weighted Distributions

(b)

Average net assets are based on beginning of quarter net assets.

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

All of the assets of the Real Property Account are invested in the Partnership. Accordingly, the liquidity and capital resources and results of operations for the Real Property Account are contingent upon those of the Partnership. Therefore, this management’s discussion and analysis addresses these items at the Partnership level. The general partners in the Partnership are The Prudential Insurance Company of America, Pruco Life Insurance Company, and Pruco Life Insurance Company of New Jersey, or collectively, the “Partners”.

The following discussion and analysis of the liquidity and capital resources and results of operations of the Partnership should be read in conjunction with the unaudited Consolidated Financial Statements of the Real Property Account and the Partnership and the related Notes included in this filing.

(a) Liquidity and Capital Resources

As of September 30, 2012, the Partnership’s liquid assets, consisting of cash and cash equivalents, were approximately $24.8 million, a decrease of approximately $2.6 million from $27.4 million as of December 31, 2011. The decrease was primarily due to the following activities: (a) $22.3 million for an acquisition of a 59-unit apartment property located in Seattle, Washington; (b) $20.6 million for an acquisition of an 81,159 square foot retail property located in Roswell, Georgia; (c) $5.0 million distribution to general partners’ controlling interest; (d) $0.7 million of principal payments made on financed properties; and (e) $2.3 million paid for capital improvements. Partially offsetting this decrease was the (a) net cash flow generated from property operations of $6.4 million; (b) net proceeds of $8.6 million from the final payment of the Capital Automotive Real Estate Services (or “CARS”) preferred equity investment; (c) $11.7 million of loan proceeds associated with the apartment acquisition in Seattle, Washington; (d) $12.5 million in a loan assumption associated with the retail acquisition in Roswell, Georgia; (e) $7.4 million in proceeds from changes in financing arrangements on maturities of 90 days or less; and (f) contributions from noncontrolling interest of $1.7 million. The $2.3 million payment for capital improvements included the following items: (a) $0.5 million for building renovations at one of the office buildings in Brentwood, Tennessee; (b) $0.4 million for tenant improvements and leasing costs at the office property in Beaverton, Oregon; (c) $0.4 million for tenant improvements and leasing costs at the office building in Lisle, Illinois; (d) $0.3 million for roof replacements at the retail property in Dunn, North Carolina; (e) $0.2 million for exterior painting at the apartment property in Raleigh, North Carolina; and (f) $0.5 million for capital improvements and transaction costs associated with leasing expenses at various properties.

Sources of liquidity included net cash flow from property operations, capital redemptions, loans on properties, and interest from cash equivalents. The Partnership uses cash for its real estate investment activities and for its distributions to its partners. As of September 30, 2012, approximately 9.9% of the Partnership’s total assets consisted of cash and cash equivalents.

(b) Results of Operations

The following is a comparison of the Partnership’s results of operations for the nine and three month periods ended September 30, 2012 and 2011.

Net Investment Income Overview

The Partnership’s net investment income attributable to the general partners’ controlling interest for the nine months ended September 30, 2012 was approximately $6.2 million, a $0.1 million increase from the prior year period. The increase in net investment income attributable to the general partners’ controlling interest was primarily due to increases of $0.6 million, $0.4 million and $0.1 million in the office, apartment and hotel sector investments’ net investment income, respectively, from the prior year period. Partially offsetting the increase was a decrease of approximately $1.0 million from the prior year period in net investment income attributable to the general partners’ controlling interest from the retail sector.

The Partnership’s net investment income attributable to the general partners’ controlling interest for the three months ended September 30, 2012 was approximately $2.4 million, an increase of approximately $0.4 million from the prior year period. The components of this net investment income and/or loss attributable to the general partners’ controlling interest are discussed below by investment type.

Valuation Overview

The Partnership recorded a net recognized gain attributable to the general partner’s controlling interest of $0.3 million for the nine month period ended September 30, 2012, compared with no recognized gains/losses for the prior year period. The net recognized gain attributable to the partner’s controlling interest was due to the final payment of the CARS preferred equity investment. The Partnership recorded net unrealized gains attributable to the general partners’ controlling interest of approximately $1.3 million for the nine month period ended September 30, 2012. This is compared with net unrealized gains attributable to the general partners’ controlling interest of approximately $10.8 million for the prior year period. The net unrealized gains attributable to the general partners’ controlling interest for the nine month period ended September 30, 2012 were primarily due to valuation increases in the apartment and retail sector investments. Offsetting the net unrealized gains were net unrealized losses at the office and hotel sector investments.

The Partnership recorded net unrealized gains attributable to the general partner’s controlling interest of $1.5 million for the three month period ended September 30, 2012, compared with $3.3 million of unrealized gains for the prior year period. The components of these valuation gains and/or losses attributable to the general partners’ controlling interest are discussed below by property type.

The following table presents a comparison of the Partnership’s sources of net investment income attributable to the general partners’ controlling interest, and net recognized and unrealized gains or losses attributable to the general partners’ controlling interest for the nine and three month periods ended September 30, 2012 and 2011.


	Nine Months Ended September 30,						Three Months Ended September 30,
	2012			2011			2012			2011
*Net Investment Income:*

Office properties	$	2,370,985		$	1,795,162		$	758,467		$	583,520
Apartment properties		2,475,766			2,110,501			914,853			708,266
Retail properties		2,699,092			3,731,890			853,243			1,041,663
Hotel property		769,159			646,255			522,194			397,893
Other (including interest income, investment management fee, etc.)		(2,085,622	)		(2,109,226	)		(686,748	)		(729,055	)

Total Net Investment Income	$	6,229,380		$	6,174,582		$	2,362,009		$	2,002,287


*Net Recognized Gain (Loss) on Real Estate Investments:*

Retail properties		348,760			—			—			—

Net Recognized Gain (Loss) on Real Estate Investments		348,760			—			—			—


*Net Unrealized Gain (Loss) on Real Estate Investments:*

Office properties		(1,331,202	)		4,436,604			(1,095,681	)		2,503,212
Apartment properties		1,566,482			3,053,940			1,288,311			1,263,906
Retail properties		1,212,894			3,158,682			1,630,929			(118,273	)
Hotel property		(137,744	)		169,795			(349,630	)		(313,969	)

Net Unrealized Gain (Loss) on Real Estate Investments		1,310,430			10,819,021			1,473,929			3,334,876


Net Recognized and Unrealized Gain (Loss) on Real Estate Investments	$	1,659,190			10,819,021		$	1,473,929			3,334,876


Increase/(Decrease) in Net Assets	$	7,888,570		$	16,993,603		$	3,835,938		$	5,337,163

OFFICE PROPERTIES


Nine Months Ended September 30,	Net Investment Income/ (Loss) 2012		Net Investment Income/ (Loss) 2011		Unrealized Gain/(Loss) 2012			Unrealized Gain/(Loss) 2011			Occupancy 2012			Occupancy 2011
Property
Lisle, IL	$	218,130	$	233,343	$	(161,188	)	$	(67,058	)		57	%		55	%
Brentwood, TN		857,740		429,060		820,676			2,205,889			100	%		100	%
Beaverton, OR		367,873		297,168		(701,598	)		1,078,796			91	%		88	%
Brentwood, TN		927,242		835,591		(1,289,092	)		1,218,977			100	%		100	%

	$	2,370,985	$	1,795,162	$	(1,331,202	)	$	4,436,604


Three Months Ended September 30,
Property
Lisle, IL	$	61,217	$	93,684	$	(13,282	)	$	(20,298	)
Brentwood, TN		282,957		203,397		191,142			512,206
Beaverton, OR		119,294		27,329		(213,399	)		856,298
Brentwood, TN		294,999		259,110		(1,060,142	)		1,155,006

	$	758,467	$	583,520	$	(1,095,681	)	$	2,503,212

Net Investment Income

Net investment income attributable to the general partners’ controlling interest for the Partnership’s office properties was approximately $2.4 million and $0.8 million for the nine and three month periods ended September 30, 2012, respectively, which represents an increase of approximately $0.6 million and $0.2 million, respectively, from the prior year period. The increase in net investment income attributable to the general partners’ controlling interest for the nine and three month periods ended September 30, 2012 were primarily due to rental rate increases from new and existing tenants at one of the properties in Brentwood, Tennessee and an increase in occupancy at the property in Beaverton, Oregon.

Unrealized Gain/(Loss)

The office properties owned by the Partnership recorded net unrealized losses attributable to the general partners’ controlling interest of approximately $1.3 million and $1.1 million for the nine and three month periods ended September 30, 2012, respectively, compared with a net unrealized gain attributable to the general partners’ controlling interest of approximately $4.4 million and $2.5 million, respectively, from the prior year period. The net unrealized losses attributable to the general partners’ controlling interest for the nine and three month periods ended September 30, 2012 were primarily due to (a) valuation loss at one of the properties in Brentwood, Tennessee due to the likelihood that the tenant will not renew upon lease expiration in 2015; (b) valuation loss at the property in Beaverton, Oregon due to a reconciliation of costs spent on tenant improvements and less favorable market leasing assumptions; and (c) increased capital expenditures related to leasing and tenant improvement costs and increased real estate taxes at the property in Lisle, Illinois. Partially offsetting the decrease was an increase at one of the Brentwood, Tennessee properties due to increased contract rents and more favorable market leasing assumptions.

APARTMENT PROPERTIES


Nine Months Ended September 30,	Net Investment Income/ (Loss) 2012		Net Investment Income/ (Loss) 2011			Unrealized Gain/(Loss) 2012			Unrealized Gain/(Loss) 2011			Occupancy 2012			Occupancy 2011
Property
Atlanta, GA⁽¹⁾	$	—	$	(5,515	)	$	—		$	—			N/A			N/A
Raleigh, NC		828,222		754,609			763,444			1,395,582			98	%		98	%
Austin, TX		1,053,301		933,254			652,776			987,489			97	%		98	%
Charlotte, NC		503,784		428,153			263,750			670,869			99	%		97	%
Seattle, WA		90,459		—			(113,488	)		—			93	%		N/A

	$	2,475,766	$	2,110,501		$	1,566,482		$	3,053,940


Three Months Ended September 30,
Property
Atlanta, GA⁽¹⁾	$	—	$	(312	)	$	—		$	—
Raleigh, NC		264,101		253,151			430,859			789,849
Austin, TX		359,167		315,456			998,701			494,415
Charlotte, NC		174,037		139,971			(27,762	)		(20,358	)
Seattle, WA		117,548		—			(113,487	)		—

	$	914,853	$	708,266		$	1,288,311		$	1,263,906

⁽¹⁾	The Atlanta, Georgia property was sold on September 29, 2010. The loss for the nine and three month periods ended September 30, 2011 is a result of post-closing adjustments.

Net Investment Income

Net investment income attributable to the general partners’ controlling interest for the Partnership’s apartment properties was approximately $2.5 million and $0.9 million for the nine and three month periods ended September 30, 2012, respectively, which represents increases of approximately $0.4 million and $0.2 million, respectively from the prior year period. The increase in net investment income attributable to the general partners’ controlling interest for the nine and three month periods ended September 30, 2012 was primarily due to increased rental rates and reduced concessions at the properties in Raleigh, North Carolina, Austin, Texas, and Charlotte, North Carolina.

Unrealized Gain/(Loss)

The apartment properties owned by the Partnership recorded net unrealized gains attributable to the general partners’ controlling interest of approximately $1.6 million and $1.3 million for the nine and three month periods ended September 30, 2012, respectively, compared with net unrealized gains attributable to the general partners’ controlling interest of approximately $3.1 million and $1.3 million, respectively, for the prior year period. The net unrealized gains attributable to the general partners’ controlling interest for the nine months ended September 30, 2012 were generally due to favorable market leasing assumptions at the properties in Charlotte, North Carolina; Raleigh, North Carolina and Austin, Texas. The net unrealized gains attributable to the general partners’ controlling interest for the three months ended September 30, 2012 were generally due to (a) more favorable market rents and decreased real estate taxes at the property in Austin, Texas; and (b) more favorable market rents, decreased future capital expenditures and operating expenses at the property in Raleigh, North Carolina.

RETAIL PROPERTIES


Nine Months Ended September 30,	Net Investment Income/ (Loss) 2012		Net Investment Income/ (Loss) 2011		Recognized/ Unrealized Gain/(Loss) 2012			Unrealized Gain/(Loss) 2011			Occupancy 2012			Occupancy 2011
Property
Roswell, GA⁽¹⁾	$	—	$	72,833	$	—		$	—			N/A			N/A
Hampton, VA		755,123		771,687		280,278			891,184			83	%		96	%
Ocean City, MD		554,591		698,284		832,783			599,409			92	%		98	%
Westminster, MD		986,090		1,000,351		397,327			597,074			98	%		100	%
Dunn, NC		261,132		265,641		(297,494	)		(178,506	)		36	%		35	%
CARS Preferred Equity⁽²⁾		124,134		923,094		348,760			1,249,521			N/A			N/A
Roswell, GA		18,022		—		—			—			95	%		N/A

	$	2,699,092	$	3,731,890	$	1,561,654		$	3,158,682


Three Months Ended September 30,
Property
Roswell, GA⁽¹⁾	$	—	$	—	$	—		$	—
Hampton, VA		253,939		275,110		(9,766	)		(6,456	)
Ocean City, MD		164,860		184,400		1,253,086			(181,529	)
Westminster, MD		321,975		359,825		398,011			(599	)
Dunn, NC		91,735		39,572		(10,402	)		(24,929	)
CARS Preferred Equity⁽²⁾		2,712		182,756		—			95,240
Roswell, GA		18,022		—		—			—

	$	853,243	$	1,041,663	$	1,630,929		$	(118,273	)

⁽¹⁾	The Roswell, Georgia retail property was sold on May 1, 2009. The income in 2011 is a result of post-closing adjustments.

⁽²⁾	A partial capital redemption of the CARS preferred equity position was paid on March 11, 2011. On March 5, 2012, the Partnership received final payment on the position which is reflected as a recognized gain.

Net Investment Income

Net investment income attributable to the general partners’ controlling interest for the Partnership’s retail properties was approximately $2.7 million and $0.9 million for the nine and three month periods ended September 30, 2012, respectively, which represents a decrease of approximately $1.0 million and $0.2 million, respectively from the prior year period. The decrease in net investment income attributable to the general partners’ controlling interest for the nine and three month periods ended September 30, 2012 was largely due to (a) reduced interest income from the CARS preferred equity investment due to the final payment of the investment which occurred in the first quarter of 2012; and (b) increased interest expense as a result of refinancing the loan for the Ocean City, Maryland property.

Recognized and Unrealized Gain/(Loss)

The retail properties owned by the Partnership recorded a net recognized gain and unrealized gains attributable to the general partners’ controlling interest of approximately $1.6 million for the nine months ended September 30, 2012, compared with a net unrealized gain attributable to the general partners’ controlling interest of approximately $3.2 million for the prior year period. The net recognized and unrealized gains attributable to the general partners’ controlling interest for the nine months ended September 30, 2012 were primarily due to (a) more favorable market rent assumptions for the property in Ocean City, Maryland; (b) increased rent at the property in Westminster, Maryland; (c) recognized gains on the CARS preferred equity investment as a result of the sale of the investment; and (d) more favorable market leasing assumptions at the property in Hampton, Virginia. Partially offsetting the gains was a loss at the property in Dunn, North Carolina due to capital expenditures for roof replacements. The retail properties owned by the Partnership recorded net unrealized gains attributable to the general partners’ interest of $1.6 million for the three months ended September 30, 2012, compared with net unrealized losses attributable to the general partners’ controlling interest of approximately $0.1 million for the prior year period. The net unrealized gains attributable to the general partners’ controlling interest for the three months ended September 30, 2012 were primarily due to (a) more favorable market leasing assumptions and a reduction in future required capital expenditures at the Ocean City, Maryland property; and (b) increased rent at the property in Westminster, Maryland.

HOTEL PROPERTY


Nine Months Ended September 30,	Net Investment Income/ (Loss) 2012		Net Investment Income/ (Loss) 2011		Unrealized Gain/(Loss) 2012			Unrealized Gain/(Loss) 2011			Occupancy 2012			Occupancy 2011
Property
Lake Oswego, OR	$	769,159	$	646,255	$	(137,744	)	$	169,795			83	%		80	%

Three Months Ended September 30,
Property
Lake Oswego, OR	$	522,194	$	397,893	$	(349,630	)	$	(313,969	)

Net Investment Income

Net investment income attributable to the general partners’ controlling interest for the Partnership’s hotel property was approximately $0.8 million and $0.5 million for the nine and three month periods ended September 30, 2012, respectively, which represents an increase of approximately $0.2 million and $0.1 million from the prior year periods, respectively, due to an increase in average daily rate and occupancy.

Unrealized Gain/(Loss)

The Partnership’s hotel property recorded a net unrealized loss attributable to the general partners’ controlling interest of approximately $0.1 million for the nine months ended September 30, 2012, compared with a net unrealized gain attributable to the general partners’ controlling interest of approximately $0.2 million for the prior year period. The unrealized loss attributable to the general partners’ controlling interest for the nine months ended September 30, 2012 was primarily due to a decrease in the growth rates applied to average daily rate projections. The Partnership’s hotel property recorded a net unrealized loss attributable to the general partners’ controlling interest of approximately $0.3 million for the three months ended September 30, 2012, which remained relatively unchanged from the prior year period. The unrealized loss attributable to the general partners’ controlling interest for the three months ended September 30, 2012 was primarily due to a decrease in the growth rates applied to the average daily rate projections.

Other

Other net investment loss mainly includes investment management fees, other portfolio level expenses and interest income. Other net investment loss attributable to the general partners’ controlling interest was approximately $2.1 million and $0.7 million for the nine and three month periods ended September 30, 2012, which remained relatively unchanged from the prior year periods, respectively.

(c) Inflation

A majority of the Partnership’s leases with 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 partially reduce the Partnership’s exposure to increases in operating costs resulting from inflation.

Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America, or “U.S. GAAP”, requires the application of accounting policies that often involve a significant degree of judgment. Management reviews critical estimates and assumptions on an ongoing basis. 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 unaudited Consolidated Financial Statements of the Real Property Account and the Partnership may change significantly.

The following sections discuss those critical accounting policies applied in preparing the unaudited Consolidated Financial Statements of the Real Property Account and the Partnership that are most dependent on the application of estimates and assumptions.

Accounting Pronouncements Adopted

See Note 1B to the Partnership’s unaudited Consolidated Financial Statements for a discussion of recently adopted accounting pronouncements.

Valuation of Investments

Real Estate Investments – Real estate investments are carried at fair value. Properties owned are initially recorded at the purchase price plus closing costs. Development costs and major renovations are capitalized as a component of cost, and routine maintenance and repairs are charged to expense as incurred. Real estate costs include the cost of acquired property, including all the tangible and intangible assets. Tangible assets include the value of all land, building and tenant improvements at the time of acquisition. Intangible assets include the value of any above and below market leases, in-place leases, and tenant relationships at the time of acquisition.

In general, fair value estimates are based upon property 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, Inc. (“PIM”), which is an indirectly owned subsidiary of Prudential Financial, Inc. (“PFI”), is responsible for assuring that the valuation process provides independent and reasonable property fair value estimates. An unaffiliated third party has been appointed by PIM to assist the Chief Real Estate Appraiser in maintaining and monitoring the independence and the accuracy of the appraisal process. The fair value of real estate investments does not reflect the transaction sale costs, which may be incurred upon disposition of the real estate investments.

The purpose of an appraisal is to estimate the fair value of real estate as of a specific date. In accordance with FASB authoritative guidance on fair value measurements and disclosures, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The estimate of fair value is based on the conventional approaches to value, all of which require the exercise of subjective judgment. The three approaches are: (1) current cost of reproducing the real estate less deterioration and functional and economic obsolescence; (2) discounting a series of income streams and reversion at a specific yield or by directly capitalizing a single year income estimate by an appropriate factor; and (3) value indicated by recent sales of comparable real estate in the market. Key inputs and assumptions include rental income and expense amounts, related rental income and expense growth rates, discount rates and capitalization rates. In the reconciliation of these three approaches, the independent appraiser uses one or a combination of them, to determine the approximated value for the type of real estate in the market. The real estate investments consisting of real estate, improvements, and preferred equity investments are therefore classified as Level 3.

Other Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the unaudited Consolidated Financial Statements of the Real Property Account and the Partnership and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

ITEM 3.

Quantitative and Qualitative Disclosures about Market Risk

Interest Rate Risk – The general partners’ controlling interest exposure to market rate risk for changes in interest rates relates to approximately 45.23% of its investment portfolio as of September 30, 2012, which consists primarily of short-term commercial paper and fixed and variable interest rate debt. The Partnership does not use derivative financial instruments. As a matter of 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 unusual circumstances.

The table below presents the amounts and related weighted interest rates of the Partnership’s cash, cash equivalents and short term investments at September 30, 2012:


	Maturity	Estimated Market Value (millions)		Average Interest Rate
Cash and cash equivalents	0-3 months	$	24.8		0.06	%

The table below discloses the Partnership’s debt as of September 30, 2012. The fair value of the Partnership’s long-term debt is affected by changes in market interest rates. The following table presents principal cash flows based upon maturity dates of the debt obligations and the related weighted-average interest rates by expected maturity dates for the debt.


Investment level debt (in $ thousands), including current portion	2012			2013			2014			2015			2016			Thereafter			Total			Estimated Fair Value

Weighted Average Fixed Interest Rate		5.46	%		5.46	%		5.46	%		5.46	%		5.46	%		5.46	%		5.46	%
Fixed Rate	$	230		$	954		$	1,017		$	1,084		$	1,153		$	31,069		$	35,507		$	35,739
Variable Rate		—			9,000			—			12,500						—			21,500		$	21,500
Premium/(Discount) on Investment Level Debt		(2	)														—			(2	)		—

Total Investment Level Debt	$	228		$	9,954		$	1,017		$	13,584		$	1,153		$	31,069		$	57,005		$	57,239

The Partnership is exposed to market risk from tenants. While the Partnership has not experienced any significant credit losses, in the event of significant increases in interest rates and/or an economic downturn, tenant delinquencies could increase and result in losses to the Partnership and the Real Property Account that could adversely affect its operating results and liquidity.

Item 4.

Controls and Procedures

In order to ensure that the information we must disclose in our filings with the SEC is recorded, processed, summarized, and reported on a timely basis, the Company’s management, including our Chief Executive Officer and Chief Financial Officer, have reviewed and evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e), under the Securities Exchange Act of 1934, as amended, as of September 30, 2012. Based on such evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of September 30, 2012, our disclosure controls and procedures were effective. No change in our internal control over financial reporting, as defined in Exchange Act Rules 13a-15(f) and 15d-15(e) occurred during the quarter ended September 30, 2012, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1A. Risk Factors

You should carefully consider the risks described under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2011. These risks could materially affect our business, results of operations or financial condition, or cause our actual results to differ materially from those expected or those expressed in any forward looking statements made by or on behalf of the Company. These risks are not exclusive, and additional risks to which we are subject include, but are not limited to, the factors mentioned under “Forward-Looking Statements” above and the risks of our business described elsewhere in this Quarterly Report on Form 10-Q.

The risk factor contained in our 2011 Form 10-K titled “The enactment of the Dodd-Frank Wall Street Reform and Consumer Protection Act will subject us to substantial additional federal regulation and we cannot predict the effect on our business, results of operations, cash flows or financial condition” is hereby updated to note that on October 19, 2012, PFI received notice that it is under consideration by the Financial Stability Oversight Council for designation as a non-bank financial company to be subject to stricter prudential regulatory standards and supervision by the Board of Governors of the Federal Reserve System pursuant to the Dodd-Frank Act.

Item 6.

Exhibits


31.1		Section 302 Certification of the Chief Executive Officer.

31.2		Section 302 Certification of the Chief Financial Officer.

32.1		Section 906 Certification of the Chief Executive Officer.

32.2		Section 906 Certification of the Chief Financial Officer.

101.INS - XBRL Instance Document.

101.SCH - XBRL Taxonomy Extension Schema Document.

101.CAL - XBRL Taxonomy Extension Calculation Linkbase Document.

101.LAB - XBRL Taxonomy Extension Label Linkbase Document.

101.PRE - XBRL Taxonomy Extension Presentation Linkbase Document.

101.DEF - XBRL Taxonomy Extension Definition Linkbase Document.

In accordance with Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to the Quarterly Report on Form 10-Q shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be part of any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

SIGNATURES

Pursuant to the requirements 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)