N-CSR 1 dncsr.htm PRUDENTIAL VARIABLE CONTRACT ANNUITY 2 PRUDENTIAL VARIABLE CONTRACT ANNUITY 2

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM N-CSR

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT

INVESTMENT COMPANIES

 

 

Investment Company Act file number:   811-01612
Exact name of registrant as specified in charter:   The Prudential Variable Contract Account-2
Address of principal executive offices:  

Gateway Center 3,

100 Mulberry Street,

Newark, New Jersey 07102

Name and address of agent for service:  

Deborah A. Docs

Gateway Center 3,

100 Mulberry Street,

Newark, New Jersey 07102

Registrant’s telephone number, including area code:   973-367-7521
Date of fiscal year end:   12/31/2005
Date of reporting period:   12/31/2005


Item 1 – Reports to Stockholders – [ INSERT REPORT ]


Prudential Long–Term

Growth Account

 

LOGO

 

Annual Report to Participants

 

December 31, 2005

 

 

The Prudential Insurance Company of America

751 Broad Street

Newark, NJ 07102-3777

A Prudential Financial company

IFS-A114818

LOGO


This report is not authorized for distribution to prospective investors unless preceded or accompanied by a current prospectus for VCA-2.

 


 

It is for the information of persons participating in The Prudential Variable Contract Account-2 (VCA-2, Long-Term Growth Account, or the Account). VCA-2 is a group annuity insurance product issued by The Prudential Insurance Company of America, 751 Broad Street, Newark, NJ 07102-3777, and distributed by Prudential Investment Management Services LLC (PIMS), member SIPC, Three Gateway Center, 14th Floor, Newark, NJ 07102-4077. PIMS is a Prudential Financial company. Contract guarantees are based on the claims-paying ability of the issuing Company. Each company is solely responsible for its own respective financial conditions and contractual obligations. Prudential Financial and the Rock logo are service marks of The Prudential Insurance Company of America, Newark, NJ, and its affiliates.

 

Investors should consider the contract and the underlying portfolios’ investment objectives, risks, charges and expenses carefully before investing. This and other important information is contained in the prospectuses that can be obtained from your financial professional. You should read the prospectuses carefully before investing.

 

Annuity contracts contain exclusions, limitations, reductions of benefits, and terms for keeping them in force. Your plan sponsor or licensed financial professional can provide you with costs and complete details.

 

A description of the Account’s proxy voting policies and procedures is available, without charge, upon request. Owners of variable annuity contracts should call 888-778-2888 to obtain descriptions of the Account’s proxy voting policies and procedures. The description is also available on the website of the Securities and Exchange Commission (the “Commission”) at www.sec.gov. Information regarding how the Account voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, 2005 is available on the website of the Commission, at www.sec.gov and on the Account’s website at www.irrc.com/prudential.

 

The Funds Statement of Additional Information contains additional information about the Fund’s Trustees and is available without charge upon request by calling (888) 778-2888.

 

The Account files with the Commission a complete listing of portfolio holdings as of its first and third quarter-end on Form N-Q. Form N-Q is available on the Commission’s website at www.sec.gov or by visiting the Commission’s Public Reference Room. For more information on the Commission’s Public Reference Room, please visit the Commission’s website or call 1-800-SEC-0330. Participants may obtain copies of Form N-Q filings by calling 888-778-2888.


The Prudential Long-Term Growth Program

Annual Report

December 31, 2005

Letter to Participants

 

n   DEAR PARTICIPANT,

We hope that you find the annual report for The Prudential Variable Contract Account-2 informative and useful. Your success is important to us.

 

As a new year unfolds, we believe it is wise to take advantage of developing investment opportunities through a diversified portfolio. A diversified asset allocation offers two advantages. It helps you manage downside risk by not being overly exposed to any particular asset class, plus it helps better position your investments as asset classes rotate in and out of favor.

 

Your investment professional can help you create a diversified investment plan that considers your reasons for investing, personal investment horizon, and risk tolerance. A carefully chosen and broad mix of assets — reviewed periodically over time — can help you stay focused on meeting your long-term objectives.

 

At Prudential we are committed to helping you grow and protect your wealth by providing financial solutions that meet your needs today and in the future. We thank you for your confidence in our products.

 

Sincerely,

 

LOGO

Judy A. Rice

President,

Variable Contract Account 2

January 31, 2006


VCA 2 Long-Term Growth Account

Subadvised by:  Jennison Associates LLC

December 31, 2005

Investment Manager’s Report

 

Performance Summary - As of December 31, 2005

 

Average Annual Total Return Percentages

     1-Year     5-Year     10-Year  

Long-Term Growth Acct. (without sales charges)

   20.22 %   4.59 %   8.33 %

Long-Term Growth Acct. (with sales charges)

   17.63     4.16     8.20  

S&P 500 Index

   4.91     0.54     9.07  

 

Long-Term Growth Account Inception: 7/1/1968

$10,000 INVESTED OVER 10 YEARS

 

LOGO

Past performance does not guarantee future returns. The Account performance without sales charges is shown after the deduction of all expenses, including investment management and mortality and expense charges, but do not include the effect of any sales charge. The Account performance with sales charges is shown after the deduction of all expenses, including investment management and mortality and expenses charges, and in addition reflect the deduction of a front-end 2.5% sales charge and the impact of an annual account charge.

Unless noted otherwise, Lipper Average and Index returns reflect performance beginning the closest month-end date to the Portfolio’s inception.

For the year ended December 31, 2005, the VCA-2 Account had a total return of 20.22%, compared with 4.91% for the unmanaged S&P 500 Index.

 

This strong performance was achieved in a mixed U.S. economic environment. Equities started the reporting period strong, but began to retrace gains as oil prices climbed to record highs. Investors worried about elevated prices for energy commodities, higher inflation, and rising interest rates. High energy prices reduced the discretionary income of consumers and businesses. As a result, the energy and utilities sectors of the benchmark led the market. Economically sensitive sectors, such as the consumer discretionary sector, trailed. However, the U.S. economy showed its resilience as GDP grew at a pace faster than 3 percent for much of the year. Core inflation (which excludes food and energy), although rising, remained well contained. Solid growth in productivity, married with employment and income growth, continued. Corporations in the S&P 500 Index achieved another year of double-digit profit gains.

 

The energy sector was the largest contributor to the Account’s return, adding approximately six percentage points more than the corresponding sector of the benchmark. Exploration & production holdings Suncor Energy and Nexen and oil field services holdings Schlumberger, BJ Services, and GlobalSantaFe led. Materials also had a strong positive impact. Metals & mining firms Companhia Vale do Rio Doce, Freeport-McMoRan Copper & Gold, Phelps Dodge, and Newcrest Mining benefited from the pricing power driven by supply/demand fundamentals that favored producers. Holdings in the healthcare, financials, information technology, and utilities sectors also added to performance. Stellar performers included Google and biotech company Genentech. Google’s revenues have grown at a triple-digit pace, driven by its sponsored search query business, while its earnings (revenues minus expenses) have developed even faster due to the operating efficiencies that accompany this pace of growth.

 

The only sector that detracted from the Account’s return was industrials. Two of the weakest performers were United Parcel Services (UPS) and Tyco International. UPS had issues with the implementation of its new package flow technology and fears of losing market share to FedEx. We felt UPS’ competitive situation worsened and exited the position. Tyco, a manufacturing and services conglomerate, issued statements guiding analysts’ earnings forecasts down twice in two consecutive quarters. Although we were disappointed by the lowered guidance, we believe the stock fell far more than was warranted. Moreover, the turnaround initiated by Tyco’s new management continues. Overall, Tyco is now one of the cheapest of the large-cap multi-industry industrials when comparing its share price to its free cash flow. We expect that gap to close as Tyco continues to improve.

 

The growth-style portion of the portfolio includes companies with above-average growth and solid prospects. After two years of contracting price-to-earnings multiples, the market is likely undervalued, unless the interest rate and inflation outlooks darken considerably. In the value-style portion, we continue to look for attractively valued companies with strong free cash flow and steadily rising earnings. We are particularly interested in firms with existing catalysts for outperformance in the near-to-intermediate term.

 

Prudential Investments LLC, a wholly owned subsidiary of Prudential Financial, Inc., serves as the investment manager for the Account.

 

The S&P 500 Index is an unmanaged, market value-weighted index of 500 stocks generally representative of the broad stock market. Investors cannot invest directly in an index. For a complete list of holdings, refer to the Schedule of Investments section of this report.


Presentation of Portfolio Holdings for the Prudential Variable Contract Account-2 (VCA-2) as of December 31, 2005 (Unaudited)

 

VCA-2

  

Five Largest Equity Holdings (% of Net Assets)

  

Suncor Energy, Inc.

   2.8 %

General Electric Company

   2.7 %

Nexen, Inc.

   2.5 %

Companhia Vale do Rio Doce ADR (Brazil)

   2.3 %

American International Group

   2.2 %

For a complete listing of holdings, refer to the Schedule of Investments section of this report.

Holdings reflect only long-term investments. Holdings/Issues/Industries/Sectors are subject to change.


FINANCIAL STATEMENTS OF VCA-2

 

     STATEMENT OF NET ASSETS    

December 31, 2005

 

LONG-TERM INVESTMENTS — 98.5%     
COMMON STOCKS   Shares

   Value
(Note 2)


Aerospace/Defense — 2.7%

          

Honeywell International, Inc.

  197,700    $     7,364,325

Lockheed Martin Corp.

  67,200      4,275,936
        

           11,640,261
        

Beverages — 1.3%

          

PepsiCo, Inc.

  95,500      5,642,140
        

Biotechnology — 4.3%

          

Amgen, Inc. (a)

  114,500      9,029,470

Genentech Inc. (a)

  48,300      4,467,750

Gilead Sciences, Inc. (a)

  94,900      4,994,587
        

           18,491,807
        

Capital Markets — 5.1%

          

Bank of New York (The)

  160,800      5,121,480

Charles Schwab Corp.

  400,800      5,879,736

Merrill Lynch & Co.

  87,900      5,953,467

UBS AG

  54,200      5,157,130
        

           22,111,813
        

Chemicals — 2.7%

          

Agrium, Inc.

  247,300      5,438,127

Dupont EI. de Nemours

  146,800      6,240,468
        

           11,678,595
        

Commercial Services & Supplies — 2.7 %

          

Cendant Corp.

  281,200      4,850,700

Waste Management, Inc.

  222,800      6,761,980
        

           11,612,680
        

Communications Equipment — 2.0%

          

Nokia, Inc. ADR (Finland)

  247,400      4,527,420

QualComm, Inc.

  93,900      4,045,212
        

           8,572,632
        

Consumer Finance — 1.6%

          

American Express Co.

  134,300      6,911,078
        

Diversified Financial Services — 1.5 %

          

J.P. Morgan & Chase Co.

  165,292      6,560,439
        

Electric Utilities — 1.3%

          

Exelon Corp.

  107,600      5,717,864
        

Electronic Equipment & Instruments — 1.0%

      

Agilent Technologies, Inc. (a)

  133,600      4,447,544
        

Energy Equipment & Services — 5.0%

          

Global SantaFe Corp.

  160,500      7,728,075

Schlumberger Ltd.

  71,800      6,975,370

Weatherford International Ltd. (a)

  189,200      6,849,040
        

           21,552,485
        

Food & Staples Retailing — 1.3%

          

Kroger Co. (The) (a)

  305,400      5,765,952
        

Food Products — 1.3%

          

Cadbury Schweppes Spons. ADR
(United Kingdom)

  149,600      5,728,184
        

Health Care Equipment & Supplies — 1.4%

      

St. Jude Medical, Inc. (a)

  119,200      5,983,840
        

COMMON STOCKS     
(Continued)   Shares

   Value
(Note 2)


Health Care Providers & Services — 3.0%

          

Caremark Rx, Inc. (a)

  130,500    $     6,758,595

Wellpoint, Inc. (a)

  77,200      6,159,788
        

           12,918,383
        

Hotels, Restaurants and Leisure — 1.3%

          

Gtech Holdings Corp.

  169,500      5,379,930
        

Household Products — 1.5%

          

Proctor & Gamble Co. (The)

  112,355      6,503,107
        

Independent Power Producers &
Energy Traders — 1.9%

          

TXU, Corp.

  166,000      8,331,540
        

Industrial Conglomerates —  3.9%

          

General Electric Company

  323,800      11,349,190

Tyco International Ltd.

  189,800      5,477,628
        

           16,826,818
        

Insurance — 4.1%

          

American International Group

  136,900      9,340,687

Loews Corp.

  86,600      8,214,010
        

           17,554,697
        

Internet & Catalog & Retail — 1.5%

          

eBay, Inc. (a)

  147,300      6,370,725
        

Internet Software & Services — 3.0%

          

Google, Inc. Cl. A (a)

  20,200      8,380,172

Yahoo, Inc. (a)

  112,100      4,392,078
        

           12,772,250
        

Media — 1.1%

          

Viacom, Inc. Cl. B

  146,632      4,780,203
        

Metals & Mining —  7.4%

          

Companhia Vale do Rio Doce ADR (Brazil)

  237,400      9,766,637

Freeport-McMoRan Cooper & Gold, Inc. Cl. B

  165,100      8,882,380

Newcrest Mining Ltd. ADR (Australia)

  399,100      7,114,077

Phelps Dodge Corp.

  42,000      6,042,540
        

           31,805,634
        

Multiline Retail — 2.0%

          

Federated Department Stores, Inc.

  64,900      4,304,817

Target Corp.

  81,400      4,474,558
        

           8,779,375
        

Multi Utilities — 1.3%

          

Sempra Energy

  128,400      5,757,456
        

Office Electronics — 2.1%

          

Xerox Corp. (a)

  604,900      8,861,785
        

Oil, Gas, & Consumable Fuels — 8.5%

          

Apache Corp.

  89,470      6,130,484

Nexen, Inc.

  221,600      10,554,808

Occidental Petroleum Corp.

  99,400      7,940,072

Suncor Energy, Inc.

  190,100      12,001,013
        

           36,626,377
        

 

SEE NOTES TO FINANCIAL STATEMENTS.


FINANCIAL STATEMENTS OF VCA-2

 

     STATEMENT OF NET ASSETS    

December 31, 2005

 

COMMON STOCKS     
(Continued)   Shares

   Value
(Note 2)


Pharmaceuticals — 4.6%

          

Novartis AG ADR (Switzerland)

  132,900    $     6,974,592

Roche Holdings Ltd. ADR (Switzerland)

  78,800      5,898,267

Sanofi Aventis ADR (France)

  154,900      6,800,110
        

           19,672,969
        

Semiconductors & Semiconductor Equipment — 5.8%

          

Applied Materials, Inc.

  122,000      2,188,680

Intel Corp.

  171,500      4,280,640

Marvell Technology Group Ltd. (a)

  104,600      5,867,014

Maxim Integrated Products, Inc.

  142,200      5,153,328

Texas Instruments, Inc.

  226,300      7,257,441
        

           24,747,103
        

Software — 6.5%

          

Adobe Systems Incorporated

  227,700      8,415,792

Computer Associates International, Inc.

  215,954      6,087,743

Electronic Arts, Inc. (a)

  75,900      3,970,329

Microsoft Corp.

  229,000      5,988,350

Navteq Corp. (a)

  75,500      3,312,185
        

           27,774,399
        

Textiles, Apparel & Luxury Good — 1.2%

      

Nike, Inc. Cl. B

  58,300      5,059,857
        

Tobacco — 1.5%

          

Altria Group, Inc.

  83,800      6,261,536
        

Wireless Telecommunication Services — 1.1%

          

Sprint Nextel Corp.

  194,688      4,547,912
        

TOTAL LONG-TERM INVESTMENTS
(cost: $307,544,934)

     423,749,370
        

SHORT-TERM INVESTMENTS — 1.5%       

Affiliated Money Market Mutual Fund

          

Dryden Core Investment Fund-
Taxable Money Market Series (b)
(cost $6,319,234)

  6,319,234      6,319,234
        

TOTAL INVESTMENTS — 100.0%
(cost $313,864,168)

     430,068,604
        

    Value
(Note 2)


 

OTHER ASSETS, LESS LIABILITIES

       

Dividends Receivable

  $ 463,725  

Payable for Pending Capital Transactions

    (407,002 )
   


OTHER ASSETS IN EXCESS OF LIABILITIES

    56,723  
   


NET ASSETS — 100%

    430,125,327  
   


NET ASSETS, representing:

       

Equity of Participants — 
12,011,989 Accumulation Units at an
Accumulation Unit Value of $34.3066

    412,090,350  

Equity of Annuitants

    15,021,780  

Equity of The Prudential Insurance Company of America

    3,013,197  
   


    $ 430,125,327  
   


 


 

(a) Non-income producing security.

 

(b) The Prudential Investments LLC, the manager of the Account also serves as manager of the Dryden Core Investment Fund-Taxable Money Market Series.

 

ADR  

American Depository Receipt

 

SEE NOTES TO FINANCIAL STATEMENTS.


FINANCIAL STATEMENTS OF VCA-2

 

     STATEMENT OF NET ASSETS    

December 31, 2005

 

The industry classification of portfolio holdings and other assets in excess of liabilities shown as a percentage of net assets as of December 31, 2005 were as follows:

 

Oil, Gas, & Consumable Fuels

   8.5 %

Metals & Mining

   7.4  

Software

   6.5  

Semiconductors & Semiconductor Equipment

   5.8  

Capital Markets

   5.1  

Energy Equipment & Services

   5.0  

Pharmaceuticals

   4.6  

Biotechnology

   4.3  

Insurance

   4.1  

Industrial Conglomerates

   3.9  

Health Care Providers & Services

   3.0  

Internet Software & Services

   3.0  

Aerospace/Defense

   2.7  

Chemicals

   2.7  

Commercial Services & Supplies

   2.7  

Office Electronics

   2.1  

Communications Equipment

   2.0  

Multiline Retail

   2.0  

Independent Power Producers & Energy Traders

   1.9  

Consumer Finance

   1.6  

Diversified Financial Services

   1.5  

Household Products

   1.5  

Internet & Catalog & Retail

   1.5  

Affiliated Money Market Mutual Fund

   1.5  

Tobacco

   1.5  

Health Care Equipment & Supplies

   1.4  

Beverages

   1.3  

Electric Utilities

   1.3  

Food & Staples Retailing

   1.3  

Food Products

   1.3  

Hotels, Restaurants and Leisure

   1.3  

Multi Utilities

   1.3  

Textiles, Apparel & Luxury Goods

   1.2  

Media

   1.1  

Wireless Telecommunication Services

   1.1  

Electronic Equipment & Instruments

   1.0  
    

     100.0  

Other assets in excess of liabilities

   0.0  
    

     100.0 %
    

 

SEE NOTES TO FINANCIAL STATEMENTS.


FINANCIAL STATEMENTS OF VCA-2

 

     STATEMENT OF OPERATIONS    

Year Ended December 31, 2005

 

INVESTMENT INCOME

          

Unaffiliated Dividend Income (net of $70,328 foreign withholding tax)

     $ 5,104,580  

Affiliated Dividend Income

       219,217  

Total Income

       5,323,797  

EXPENSES

          

Fees Charged to Participants and Annuitants for Investment Management Services

       (489,466 )

Fees Charged to Participants (other than Annuitants) for Assuming Mortality and Expense Risks

       (1,430,805 )

Total Expenses

       (1,920,271 )

NET INVESTMENT INCOME

       3,403,526  

REALIZED AND UNREALIZED GAIN ON INVESTMENTS

          

Net Realized Gain on Investment Transactions

       40,651,917  

Net Change in Unrealized Appreciation on Investments

       30,349,747  

NET GAIN ON INVESTMENTS

       71,001,664  

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS

     $ 74,405,190  

 

     STATEMENT OF CHANGES IN NET ASSETS    

 

       Year Ended December 31,

 
       2005      2004  

OPERATIONS

                   

Net Investment Income

     $ 3,403,526      $ 4,497,064  

Net Realized Gain on Investment Transactions

       40,651,917        21,143,823  

Net Change In Unrealized Appreciation on Investments

       30,349,747        9,957,696  

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS

       74,405,190        35,598,583  

CAPITAL TRANSACTIONS

                   

Purchase Payments and Transfers In

       13,860,538        18,383,861  

Withdrawals and Transfers Out

       (41,740,395 )      (42,512,436 )

Annual Administration Charges Deducted from Participants’ Accumulation Accounts

       (9,150 )      (10,155 )

Mortality and Expense Risk Charges Deducted from Annuitants’ Accounts

       (37,592 )      (40,134 )

Variable Annuity Payments

       (2,051,012 )      (2,089,278 )

NET DECREASE IN NET ASSETS RESULTING FROM CAPITAL TRANSACTIONS

       (29,977,611 )      (26,268,142 )

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM SURPLUS TRANSFERS

       32,562        (102,398 )

TOTAL INCREASE IN NET ASSETS

       44,460,141        9,228,043  

NET ASSETS

                   

Beginning of year

       385,665,186        376,437,143  

End of year

     $ 430,125,327      $ 385,665,186  

 

SEE NOTES TO FINANCIAL STATEMENTS.


FINANCIAL HIGHLIGHTS FOR VCA-2

 

     INCOME AND CAPITAL CHANGES PER ACCUMULATION UNIT*    

(For an Accumulation Unit outstanding throughout the year)

 

       Year Ended December 31,

 
       2005      2004      2003      2002      2001  

Investment Income

     $ .4098      $ .4502      $ .3116      $ .2859      $ .3621  

Expenses

                                              

Investment management fee

       (.0380 )      (.0331 )      (.0269 )      (.0268 )      (.0320 )

Assuming mortality and expense risks

       (.1140 )      (.0991 )      (.0805 )      (.0803 )      (.0960 )

Net Investment Income

       .2578        .3180        .2042        .1788        .2341  

Capital Changes

                                              

Net realized gain (loss) on investment transactions

       3.1463        1.5269        (.3489 )      (2.4591 )      (2.1868 )

Net change in unrealized appreciation (depreciation) of investments

       2.3659        .7360        6.9421        (3.2340 )      (.7809 )

Net Increase (Decrease) in Accumulation Unit Value

       5.7700        2.5809        6.7974        (5.5143 )      (2.7336 )

Accumulation Unit Value

                                              

Beginning of year

       28.5366        25.9557        19.1583        24.6726        27.4062  

End of year

     $ 34.3066      $ 28.5366      $ 25.9557      $ 19.1583      $ 24.6726  

Total Return**

       20.22 %      9.94 %      35.48 %      (22.35 )%      (9.97 )%

Ratio Of Expenses To Average Net Assets***

       .50 %      .50 %      .50 %      .50 %      .50 %

Ratio Of Net Investment Income To Average Net Assets***

       .84 %      1.20 %      .95 %      .83 %      .92 %

Portfolio Turnover Rate

       51 %      62 %      62 %      71 %      80 %

Number of Accumulation Units Outstanding

                                              

For Participants at end of year (000 omitted)

       12,012        12,923        13,830        14,636        15,271  

 

*   Calculated by accumulating the actual per unit amounts daily.
**   Total return does not consider the effects of sales loads. Total return is calculated assuming a purchase of shares on the first day and a sale on the last day of each year reported.
***   These calculations exclude Prudential’s equity in VCA-2.

 

The above table does not reflect the annual administration charge, which does not affect the Accumulation Unit Value. This charge is made by reducing Participants’ Accumulation Accounts by a number of Accumulation Units equal in value to the charge.

 

SEE NOTES TO FINANCIAL STATEMENTS.


NOTES TO THE FINANCIAL STATEMENTS OF

VCA-2

 

Note 1:   General

 

The Prudential Variable Contract Account-2 (VCA-2 or the Account) was established on January 9, 1968 by The Prudential Insurance Company of America (“Prudential”) under the laws of the State of New Jersey and is registered as an open-end, diversified management investment company under the Investment Company Act of 1940, as amended. VCA-2 has been designed for use by public school systems and certain tax-exempt organizations to provide for the purchase and payment of tax-deferred variable annuities. The investment objective of the Account is long-term growth of capital. Its investments are composed primarily of common stocks. Although variable annuity payments differ according to the investment performance of the Account, they are not affected by mortality or expense experience because Prudential assumes the expense risk and the mortality risk under the contracts.

 

Note 2:   Summary of Significant Accounting Policies

 

Securities Valuation:    Securities listed on a securities exchange are valued at the last sale price on such exchange on the day of valuation or, if there was no sale on such day, at the mean between the last reported bid and ask prices, or at the last bid price on such day in the absence of an asked price. Securities traded via Nasdaq are valued at the official closing price provided by Nasdaq. Securities that are actively traded in the over-the-counter market, including listed securities for which the primary market is believed by Prudential Investments LLC (“PI” or “Manager”), in consultation with the subadviser(s), to be over-the-counter, are valued by an independent pricing agent or principal market maker. Options on securities and indices traded on an exchange are valued at the mean between the most recently quoted bid and asked prices on such exchange. Futures contracts and options thereon traded on a commodities exchange or board of trade are valued at the last sale price at the close of trading on such exchange or board of trade or, if there was no sale on the applicable commodities exchange or board of trade on such day, at the mean between the most recently quoted bid and asked prices on such exchange or board of trade or at the last bid price in the absence of an asked price. Securities for which market quotations are not readily available, or whose values have been affected by events occurring after the close of the security’s foreign market and before the Fund’s normal pricing time, are valued at fair value in accordance with the Accounts’ Committee members approved fair valuation procedures. When determining the fair valuation of securities some of the factors influencing the valuation include, the nature of any restrictions on disposition of the securities; assessment of the general liquidity of the securities; the issuer’s financial condition and the markets in which it does business; the cost of the investment; the size of the holding and the capitalization of issuer; the prices of any recent transactions or bids/offers for such securities or any comparable securities; any available analyst media or other reports or information deemed reliable by the investment adviser regarding the issuer or the markets or industry in which it operates. Investments in mutual funds are valued at their net asset value.

 

Short-term investments which mature in more than 60 days are valued based on current market quotations. Short-term investments having maturities of 60 days or less are valued at amortized cost which approximates market value. Amortized cost is computed using the cost on the date of purchase, adjusted for constant accretion of discount or amortization of premium to maturity.

 

Securities Transactions and Investment Income:    Securities transactions are recorded on the trade date. Realized and unrealized gains or losses on sales of securities are calculated on the identified cost basis. Dividend income is recorded on the ex-dividend date and interest income, including amortization of premiums and accretion of discount on debt securities, as required is recorded on the accrual basis. Income and realized and unrealized gains and losses are allocated to the Participants and Prudential on a daily basis in proportion to their respective ownership in VCA-2.

 

Estimates:    The preparation of the financial statements requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those amounts.

 

Federal Income Taxes:    The operations of VCA-2 are part of, and are taxed with, the operations of Prudential. Under the current provisions of the Internal Revenue Code, Prudential does not expect to incur federal income taxes on earnings of VCA-2 to the extent the earnings are credited under the Contracts. As a result, the Unit Value of VCA-2 has not been reduced by federal income taxes.


Annuity Reserves:    Reserves are computed for purchased annuities using the Prudential 1950 Group Annuity Valuation (GAV) Table, adjusted, and a valuation interest rate related to the Assumed Investment Result (AIR). The valuation interest rate is equal to the AIR less .5% in contract charges defined in Note 3. The AIRs are selected by each Contract-holder and are described in the prospectus.

 

Note 3:   Investment Management Agreement and Charges

 

The Account has a management agreement with PI. Pursuant to this agreement, PI has responsibility for all investment advisory services and supervises the subadviser’s performance of such services. PI has entered into a subadvisory agreement with Jennison Associates LLC (“Jennison”). The subadvisory agreement provides that Jennison will furnish investment advisory services in connection with management of the Account. PI pays for the services of Jennison.

 

A daily charge, at an effective annual rate of 0.125% of the current value of the Participant’s (other than Annuitants’ and Prudential’s) equity in VCA-2, is charged to the Account and paid to PI for investment management services. An equivalent charge is deducted monthly in determining the amount of Annuitants’ payments.

 

A daily charge, paid to PI for assuming mortality and expense risks, is calculated at an effective annual rate of 0.375% of the current value of the Participant’s (other than Annuitants’ and Prudential’s) equity in VCA-2. A one-time equivalent charge is deducted when the Annuity Units for Annuitants are determined.

 

Prudential, PI and Jennison are indirect, wholly-owned subsidiaries of Prudential Financial, Inc. (“Prudential”).

 

An annual administration charge of not more than $30 annually is deducted from the accumulation account of certain Participants either at the time of withdrawal of the value of the entire Participant’s account or at the end of the fiscal year by canceling Accumulation Units. This deduction may be made from a fixed-dollar annuity contract if the Participant is enrolled under such a contract.

 

A charge of 2.5% for sales and other marketing expenses is deducted from certain Participant’s purchase payments. For the year ended December 31, 2005, Prudential has advised the Account it has not received any sales charges.

 

Note 4:   Purchases and Sales of Portfolio Securities

 

For the year ended December 31, 2005, the aggregate cost of purchases and the proceeds from sales of securities, excluding short-term investments, were $212,383,852 and $199,111,480, respectively.

 

Investment in the Core Fund:    The Account invests in the Taxable Money Market Series (the “Series”), a portfolio of Dryden Core Investment Fund, pursuant to an exemptive order received from the Securities and Exchange Commission. The Series is a money market mutual fund registered under the Investment Company Act of 1940, as amended, and managed by PI. During the year ended December 31, 2005, the Account earned $219,217, by investing its excess cash in the Series.

 

Note 5:   Unit Transactions

 

The number of Accumulation Units issued and redeemed for the years ended December 31, 2005 and December 31, 2004, respectively, are as follows:

 

     Year Ended December 31,

     2005      2004

Units issued

   447,493      698,531

Units redeemed

   (1,358,171)      (1,605,538)

Net decrease

   (910,678)      (907,007)

 

Note 6:   Net Increase (Decrease) in Net Assets Resulting from Surplus Transfers

 

The increase (decrease) in net assets resulting from surplus transfers represents the net increases to/(reductions from) Prudential’s investment Account. The increase (decrease) includes reserve adjustments for mortality and expense risks assumed by Prudential.


Note 7:   Participant Loans

 

Participant loan initiations are not permitted in VCA-2. However, participants who initiated loans in other accounts are permitted to direct loan repayments into VCA-2.

 

For the years ended December 31, 2005 and December 31, 2004, $10,766 and $9,435 of participant loan principal and interest has been paid to VCA-2, respectively. The participant loan principal and interest repayments are included in purchase payments and transfers in within the Statement of Changes in Net Assets.


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Committee and Participants of

The Prudential Variable Contract Account-2:

 

We have audited the accompanying statement of net assets of The Prudential Variable Contract Account-2 (the “Account”), as of December 31, 2005, and the related statement of operations for the year then ended, and the statements of changes in net assets and the financial highlights for each of the years in the two-year period then ended. These financial statements and financial highlights are the responsibility of the Account’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. The financial highlights for the periods presented prior to the year ended December 31, 2004 were audited by another independent registered public accounting firm, whose report dated February 24, 2004, expressed an unqualified opinion thereon.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2005, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the Account as of December 31, 2005, and the results of its operations for the year then ended, and the changes in its net assets and the financial highlights for each of the years in the two-year period then ended, in conformity with U.S. generally accepted accounting principles.

 

LOGO

 

New York, New York

February 28, 2006


 

Management of VCA-2 (Unaudited)


 

Information pertaining to the Committee Members of VCA-2 is set forth below. Committee Members who are not deemed to be “interested persons” of VCA-2, as defined in the 1940 Act are referred to as “Independent Committee Members.” Fund Complex” consists of VCA-2 and any other investment companies managed by Prudential Investments LLC (the Manager or PI).

 

Independent Committee Members

 

Saul K. Fenster, Ph.D. (Age: 72) Chairman and Committee Member, Since 1983.

 

Oversees 74 portfolios in Fund Complex

 

Principal occupations (last 5 years): Currently President Emeritus of New Jersey Institute of Technology (since 2002); formerly President (1978-2002) of New Jersey Institute of Technology; Commissioner (1998-2002) of the Middle States Association Commission on Higher Education; Commissioner (1985-2002) of the New Jersey Commission on Science and Technology; formerly Director (1998-2005) of Society of Manufacturing Engineering Education Foundation, formerly Director of Prosperity New Jersey; formerly a director or trustee of Liberty Science Center, Research and Development Council of New Jersey, New Jersey State Chamber of Commerce, and National Action Council for Minorities in Engineering.

 

Other Directorships held1: Member (since 2000), Board of Directors of IDT Corporation

 

W. Scott McDonald, Jr. (Age: 68) Committee Member, Since 1983.

 

Oversees 74 portfolios in Fund Complex

 

Principal occupations (last 5 years): Formerly Management Consultant (1997-2004) and of Counsel (2004-2005) at Kaludis Consulting Group, Inc. (company serving higher education); Formerly principal (1995-1997), Scott McDonald & Associates, Chief Operating Officer (1991-1995), Fairleigh Dickinson University, Executive Vice President and Chief Operating Officer (1975-1991), Drew University, interim President (1988-1990), Drew University and former Director of School, College and University Underwriters Ltd.

 

Other Directorships held1: - None

 

Joseph Weber, Ph.D. (Age: 81) Committee Member, Since 1983.

 

Oversees 1 portfolio in Fund Complex

 

Principal occupations (last 5 years): Vice President, Finance (retired), Interclass (international corporate learning) since 1991; formerly President, The Alliance for Learning; retired Vice President, Member of the Board of Directors and Members of the Executive and Operating Committees, Hoffmann-LaRoche Inc; retired member, Board of Overseers, New Jersey Institute of Technology. Trustee and Vice Chairman Emeritus, Fairleigh Dickinson University.

 

Other Directorships held1: None

 

David E.A. Carson (Age: 71) Committee Member, Since 2004.

 

Oversees 92 portfolios in Fund Complex

 

Principal Occupations (last 5 years): Formerly Director (January 2000-May 2000), Chairman (January 1999-December 1999), Chairman and Chief Executive Officer (January 1998-December 1998) and President, Chairman and Chief Executive Officer of People’s Bank (1983-1997).

 

Other Directorships held1: Director (since 2004) of The High Yield Plus Fund, Inc

 

Information pertaining to the Officers of VCA-2 is set forth below.

 

Officers

 

Judy A. Rice (Age: 58), President since 2003.

 

Principal occupations (last 5 years): President, Chief Executive Officer, Chief Operating Officer and Officer-In-Charge (since February 2003) of Prudential Investments LLC; Vice President (since February 1999) of Prudential Investment Management Services LLC; President, Chief Executive Officer and Officer-In-Charge (since April 2003) of Prudential Mutual Fund Services LLC; Director (since May 2003) and Executive Vice President (since June 2005) of American Skandia Investment Services, Inc.; formerly Executive Vice President (September 1999-February 2003) of Prudential Investments LLC; Member of Board of Governors of the Investment Company Institute.

 

Robert F. Gunia (Age: 59), Vice President since 2003.

 

Principal occupations (last 5 years): Chief Administrative Officer (since September 1999) and Executive Vice President (since December 1996) of Prudential Investments LLC; President (since April 1999) of Prudential Investment Management Services LLC; Executive Vice President (since March 1999) and Treasurer (since May 2000) of Prudential Mutual Fund Services LLC


 

Deborah A. Docs (Age: 48), Secretary Since 2005.

 

Principal occupations (last 5 years): Vice President and Corporate Counsel (since January 2001) of Prudential; Vice President (since December 1996) and Assistant Secretary (since March 1999) of PI; formerly Vice President and Assistant Secretary (May 2003-June 2005) of American Skandia Investment Services, Inc.

 

Jonathan D. Shain (Age: 47), Assistant Secretary since 2005.

 

Principal occupations (last 5 years): Vice President and Corporate Counsel (since August 1998) of Prudential Insurance; Vice President and Assistant Secretary (since May 2003) of American Skandia Investment Services, Inc. and American Skandia Fund Services, Inc.; formerly Attorney with Fleet Bank, N.A. (January 1997-July 1998).

 

Claudia DiGiacomo (Age: 31), Assistant Secretary since 2005.

 

Principal occupations (last 5 years): Vice President and Corporate Counsel (since January 2005) of Prudential; Vice President and Assistant Secretary of PI (since December 2005); Associate at Sidley Austin Brown & Wood LLP (1999-2004).

 

Kathryn L. Quirk (Age: 53), Chief Legal Officer since 2005

 

Principal occupations (last 5 years): Vice President and Corporate Counsel (since September 2004) of Prudential; Executive Vice President, Chief Legal Officer and Secretary (since July 2005) of Prudential Investments LLC and Prudential Mutual Fund Services LLC; formerly Managing Director, General Counsel, Chief Compliance Officer, Chief Risk Officer and Corporate Secretary (1997-2002) of Zurich Scudder Investments, Inc.

 

Helene Gurian (Age: 51), Acting Anti-Money Laundering Compliance Officer since 2005.

 

Principal occupations (last 5 years): Vice President, Prudential (since July 1997). Vice President, Compliance (July 1997-January 2001); Vice President, Compliance and Risk Officer, Retail Distribution (January 2001-May 2002); Vice President, Corporate Investigations (May 2002-date) responsible for supervision of Prudential’s fraud investigations, anti-money laundering program and high technology investigation unit.

 

Lee D. Augsburger (Age: 46), Chief Compliance Officer since 2004.

 

Principal occupations (last 5 years): Senior Vice President and Chief Compliance Officer (since April 2003) of PI; Vice President (since November 2000) and Chief Compliance Officer (since October 2000) of Prudential Investment Management, Inc.; Chief Compliance Officer and Senior Vice President (since May 2003) of American Skandia Investment Services, Inc.; Chief Compliance Officer (since October 2004) of Quantitative Management Associates LLC.

 

Grace C. Torres (Age: 46), Treasurer and Principal Financial and Accounting Officer since 1996.

 

Principal occupations (last 5 years): Senior Vice President (since January 2000) of PI; Senior Vice President and Assistant Treasurer (since May 2003) of American Skandia Investment Services, Inc. and American Skandia Advisory Services, Inc.; formerly First Vice President (December 1996-January 2000) of PI and First Vice President (March 1993-1999) of Prudential Securities.

 

‘‘Interested’’ Committee Member, as defined in the 1940 Act, by reason of employment with the Manager (as defined below) and/or the Distributor (as defined below).

 

Unless otherwise noted, the address of the Committee Members and Officers is c/o: Prudential Investments LLC, Gateway Center Three, 100 Mulberry Street, Newark, New Jersey 07102-4077.

 

There is no set term of office for Committee Members and Officers. The Independent Committee Members have adopted a retirement policy, which calls for the retirement of VCA-2’s Committee Members is included in the VCA-2’s Statement of Additional Information which is available without charge, upon request, by calling (800) 458-6333.

 

Committee Members on December 31 of the year in which they reach the age of 75. The table shows how long they have served as Committee Member and/or Officer.


  1   This includes only directorships of companies required to register, or file reports with the SEC under the Securities Exchange Act of 1934 (i.e., ‘‘public companies’’) or other investment companies registered under the 1940 Act.

 

Additional information about VCA-2’s Committee Members is included in the Statement of Additional Information which is available without charge, upon request, by calling (800) 458-6333.



 

The toll-free number shown below can be used to make transfers and reallocations, review how your premiums are being allocated, and receive current investment option values in your contract. Unit values for each investment option are available to all participants from the toll-free number. The phone lines are open each business day during the hours shown below. Please be sure to have your contract number available when you call.

 

LOGO


The 2005 Audited Financial Statements of Pruco Life Insurance Company, Pruco Life Insurance Company of New Jersey, and The Prudential Insurance Company of America will be available commencing April 30, 2006. You may call (800) 458-6333 to obtain a free copy of the audited financial statements of the insurance company that issued your contract.

 

In the past, participants who held several variable contracts at the same address received multiple copies of annual and semiannual reports. In an effort to lessen waste and reduce expenses of postage and printing, we will attempt to mail only one copy of this report based on our current records for participants with the same last name and same address. No action on your part is necessary. Upon request, we will furnish you with additional reports. The toll-free number listed on the inside back cover should be used to request additional copies. Proxy material and tax information will continue to be sent for each account of record.

 

LOGO

751 Broad Street

Newark NJ 07102-3777

 

Presorted

Standard

U.S. Postage

PAID

Prudential

 

IFS-A114818    LT.RS.001    Ed. 02/2006

LOGO


Item 2 – Code of Ethics – – See Exhibit (a)

As of the end of the period covered by this report, the registrant has adopted a code of ethics (the “Section 406 Standards for Investment Companies – Ethical Standards for Principal Executive and Financial Officers”) that applies to the registrant’s Principal Executive Officer and Principal Financial Officer; the registrant’s Principal Financial Officer also serves as the Principal Accounting Officer.

The registrant hereby undertakes to provide any person, without charge, upon request, a copy of the code of ethics. To request a copy of the code of ethics, contact the registrant 973-367-7521, and ask for a copy of the Section 406 Standards for Investment Companies - Ethical Standards for Principal Executive and Financial Officers.

Item 3 – Audit Committee Financial Expert –

The registrant’s Board has determined that Mr. David Carson, member of the Board’s Audit Committee is an “audit committee financial expert,” and that he is “independent,” for purposes of this Item.

Item 4 – Principal Accountant Fees and Services –

(a) Audit Fees

For the fiscal years ended December 31, 2005 and December 31, 2004, KPMG LLP (“KPMG”), the Registrant’s principal accountant, billed the Registrant $14,700 and $14,700, respectively, for professional services rendered for the audit of the Registrant’s annual financial statements or services that are normally provided in connection with statutory and regulatory filings.

(b) Audit-Related Fees

None.

(c) Tax Fees

None.

(d) All Other Fees

None.

(e) (1) Audit Committee Pre-Approval Policies and Procedures


THE PRUDENTIAL MUTUAL FUNDS

AUDIT COMMITTEE POLICY

on

Pre-Approval of Services Provided by the Independent Accountants

The Audit Committee of each Prudential Mutual Fund is charged with the responsibility to monitor the independence of the Fund’s independent accountants. As part of this responsibility, the Audit Committee must pre-approve any independent accounting firm’s engagement to render audit and/or permissible non-audit services, as required by law. In evaluating a proposed engagement of the independent accountants, the Audit Committee will assess the effect that the engagement might reasonably be expected to have on the accountant’s independence. The Committee’s evaluation will be based on:

 

    a review of the nature of the professional services expected to be provided,

 

    a review of the safeguards put into place by the accounting firm to safeguard independence, and

 

    periodic meetings with the accounting firm.

Policy for Audit and Non-Audit Services Provided to the Funds

On an annual basis, the scope of audits for each Fund, audit fees and expenses, and audit-related and non-audit services (and fees proposed in respect thereof) proposed to be performed by the Fund’s independent accountants will be presented by the Treasurer and the independent accountants to the Audit Committee for review and, as appropriate, approval prior to the initiation of such services. Such presentation shall be accompanied by confirmation by both the Treasurer and the independent accountants that the proposed services will not adversely affect the independence of the independent accountants. Proposed services shall be described in sufficient detail to enable the Audit Committee to assess the appropriateness of such services and fees, and the compatibility of the provision of such services with the auditor’s independence. The Committee shall receive periodic reports on the progress of the audit and other services which are approved by the Committee or by the Committee Chair pursuant to authority delegated in this Policy.

The categories of services enumerated under “Audit Services”, “Audit-related Services”, and “Tax Services” are intended to provide guidance to the Treasurer and the independent accountants as to those categories of services which the Committee believes are generally consistent with the independence of the independent accountants and which the Committee (or the Committee Chair) would expect upon the presentation of specific proposals to pre-approve. The enumerated categories are not intended as an exclusive list of audit, audit-related or tax services which the Committee (or the Committee Chair) would consider for pre-approval.

Audit Services

The following categories of audit services are considered to be consistent with the role of the Fund’s independent accountants:

 

    Annual Fund financial statement audits

 

    Seed audits (related to new product filings, as required)

 

    SEC and regulatory filings and consents


Audit-related Services

The following categories of audit-related services are considered to be consistent with the role of the Fund’s independent accountants:

 

    Accounting consultations

 

    Fund merger support services

 

    Agreed Upon Procedure Reports

 

    Attestation Reports

 

    Other Internal Control Reports

Individual audit-related services that fall within one of these categories and are not presented to the Audit Committee as part of the annual pre-approval process will be subject to pre-approval by the Committee Chair (or any other Committee member on whom this responsibility has been delegated) so long as the estimated fee for those services does not exceed $50,000.

Tax Services

The following categories of tax services are considered to be consistent with the role of the Fund’s independent accountants:

 

    Tax compliance services related to the filing or amendment of the following:

 

    Federal, state and local income tax compliance; and,

 

    Sales and use tax compliance

 

    Timely RIC qualification reviews

 

    Tax distribution analysis and planning

 

    Tax authority examination services

 

    Tax appeals support services

 

    Accounting methods studies

 

    Fund merger support services

 

    Tax consulting services and related projects

Individual tax services that fall within one of these categories and are not presented to the Audit Committee as part of the annual pre-approval process will be subject to pre-approval by the Committee Chair (or any other Committee member on whom this responsibility has been delegated) so long as the estimated fee for those services does not exceed $50,000.

Other Non-audit Services

Certain non-audit services that the independent accountants are legally permitted to render will be subject to pre-approval by the Committee or by one or more Committee members to whom the Committee has delegated this authority and who will report to the full Committee any pre-approval decisions made pursuant to this Policy. Non-audit services presented for pre-approval pursuant to this paragraph will be accompanied by a confirmation from both the Treasurer and the independent accountants that the proposed services will not adversely affect the independence of the independent accountants.


Proscribed Services

The Fund’s independent accountants will not render services in the following categories of non-audit services:

 

    Bookkeeping or other services related to the accounting records or financial statements of the Fund

 

    Financial information systems design and implementation

 

    Appraisal or valuation services, fairness opinions, or contribution-in-kind reports

 

    Actuarial services

 

    Internal audit outsourcing services

 

    Management functions or human resources

 

    Broker or dealer, investment adviser, or investment banking services

 

    Legal services and expert services unrelated to the audit

 

    Any other service that the Public Company Accounting Oversight Board determines, by regulation, is impermissible.

Pre-approval of Non-Audit Services Provided to Other Entities Within the Prudential Fund Complex

Certain non-audit services provided to Prudential Investments LLC or any of its affiliates that also provide ongoing services to the Prudential Mutual Funds will be subject to pre-approval by the Audit Committee. The only non-audit services provided to these entities that will require pre-approval are those related directly to the operations and financial reporting of the Funds. Individual projects that are not presented to the Audit Committee as part of the annual pre-approval process, will be subject to pre-approval by the Committee Chair (or any other Committee member on whom this responsibility has been delegated) so long as the estimated fee for those services does not exceed $50,000. Services presented for pre-approval pursuant to this paragraph will be accompanied by a confirmation from both the Treasurer and the independent accountants that the proposed services will not adversely affect the independence of the independent accountants.

Although the Audit Committee will not pre-approve all services provided to Prudential Investments LLC and its affiliates, the Committee will receive an annual report from the Fund’s independent accounting firm showing the aggregate fees for all services provided to Prudential Investments and its affiliates.

(e) (2) Percentage of services referred to in 4(b)- (4)(d) that were approved by the audit committee

Not applicable.

(f) Percentage of hours expended attributable to work performed by other than full time employees of principal accountant if greater than 50%.

Not applicable.


(g) Non-Audit Fees

Not applicable to Registrant for the fiscal years 2005 and 2004. The aggregate non-audit fees billed by KPMG for services rendered to the registrant’s investment adviser and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant for the fiscal years 2005 and 2004 was $51,000 and $33,500, respectively.

(h) Principal Accountants Independence

Not applicable as KPMG has not provided non-audit services to the registrant’s investment adviser and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to Rule 2-01(c)(7)(ii) of Regulation S-X.

Item 5 – Audit Committee of Listed Registrants – Not applicable.

Item 6 – Schedule of Investments – The schedule is included as part of the report to shareholders filed under Item 1 of this Form.

Item 7 – Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies – Not applicable.

Item 8 – Portfolio Managers of Closed-End Management Investment Companies – Not applicable.

Item 9 – Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers – Not applicable.

Item 10 – Submission of Matters to a Vote of Security Holders – Not applicable.

Item 11 – Controls and Procedures

 

  (a) It is the conclusion of the registrant’s principal executive officer and principal financial officer that the effectiveness of the registrant’s current disclosure controls and procedures (such disclosure controls and procedures having been evaluated within 90 days of the date of this filing) provide reasonable assurance that the information required to be disclosed by the registrant has been recorded, processed, summarized and reported within the time period specified in the Commission’s rules and forms and that the information required to be disclosed by the registrant has been accumulated and communicated to the registrant’s principal executive officer and principal financial officer in order to allow timely decisions regarding required disclosure.

 

  (b) There has been no significant change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter of the period covered by this report that has materially affected, or is likely to materially affect, the registrant’s internal control over financial reporting.

Item 12 – Exhibits

 

  (a) (1) Code of Ethics – Attached hereto as Exhibit EX-99.CODE-ETH

(2) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act – Attached hereto as Exhibit EX-99.CERT.

(3) Any written solicitation to purchase securities under Rule 23c-1. – Not applicable.

 

  (b) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act – Attached hereto as Exhibit EX-99.906CERT.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

(Registrant) The Prudential Variable Account Contract-2
By (Signature and Title)*  

/s/ Deborah A. Docs

  Deborah A. Docs
  Secretary
Date  February 24, 2006

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

By (Signature and Title)*  

/s/ Judy A. Rice                                          

  Judy A. Rice
  President and Principal Executive Officer
Date  February 24, 2006
By (Signature and Title)*  

/s/ Grace C. Torres

  Grace C. Torres
  Treasurer and Principal Financial Officer
Date  February 24, 2006

* Print the name and title of each signing officer under his or her signature.