10-K 1 ten-k.htm FORM 10-K Prepared and filed by St Ives Burrups
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

     FORM 10-K

(Mark One)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]

For the fiscal year ended December 31, 2005

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
  SECURITIES EXCHANGE ACTOF 1934 [NO FEE REQUIRED]

Commission file number 33-20083

     THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

     in respect of

THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY ACCOUNT

(Exact name of Registrant as specified in its charter)

New Jersey
  22-1211670

 
(State or other jurisdiction of
incorporation or organization)
  (IRS Employer Identification No.)

751 Broad Street, Newark, New Jersey 07102-2992

(Address of principal executive offices) (Zip Code)

(800) 778-2255

(Registrant's Telephone Number, including area code)

     Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securites Act.      YES    NO

     Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.      YES    NO

     Indicate by check mark if disclosure filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in part III of this Form 10-K or any amendment to this Form 10-K.      

     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 75 days.      YES    NO

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

Large accelerated filer               Accelerated filer               Non-accelerated filer

     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of this Act)    Yes      No  

DOCUMENTS INCORPORATED BY REFERENCE

THE INFORMATION REQUIRED TO BE FURNISHED PURSUANT TO PART III OF THIS FORM 10-K IS SET FORTH IN, AND IS HEREBY INCORPORATED BY REFERENCE HEREIN FROM, THE REGISTANT’S DEFINITIVE PROXY STATEMENT OR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 9, 2006, TO BE FILED WITH BY THE REGISTRANT WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO REGULATION 14A NOT LATER THAN 120 DAYS AFTER THE YEAR ENDED DECEMBER 31, 2005.

The Prudential Variable Contract Real Property Account meets the conditions set forth in
General Instruction (I) (1) (a) and (b) on Form 10-K and is therefore filing this Form with reduced disclosure.

 


     THE PRUDENTIAL VARIABLE CONTRACT
REAL PROPERTY ACCOUNT
(Registrant)

     INDEX

Item       Page  
No.       No.  



    Cover Page      
         
  Index  2
           
  Forward-Looking Statement Disclosure 3
           
PART I          
           
1. Business 4
           
1A.   Risk Factors     8  
           
1B.   Unresolved Staff Comments     8  
           
2. Properties 8
           
3. Legal Proceedings 8
           
4. Submission of Matters to a Vote of Security Holders 8
           
PART II          
           
5. Market for the Registrant's Interests, Related Security Holder Matters and Issuer 9
  Purchases of Equity Securities  
           
6. Selected Financial Data 10
           
7. Management's Discussion and Analysis of Financial Condition and Results of Operations  11
           
7A. Quantitative and Qualitative Disclosures About Market Risk 19
           
8. Financial Statements and Supplementary Data 21
           
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 21
           
           
9A. Controls and Procedures 21
           
9B. Other Information 21
           
PART III          
           
10. Directors and Executive Officers of the Registrant 22
           
11. Executive Compensation 24
           
12. Security Ownership of Certain Beneficial Owners and Management 24
           
13. Certain Relationships and Related Transactions 24
           
14. Principal Accounting Fees and Services  24
           
PART IV          
           
15. Exhibits, Financial Statement Schedules. 25
           
  Exhibit Index 25
           
  Signatures 27

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Forward-Looking Statement Disclosure

Some of the statements included in this Annual Report on Form 10-K, including but not limited to those in the Management’s Discussion and Analysis of Financial Condition and Results of Operations, may 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 The Prudential Insurance Company of America (“the Company”). There can be no assurance that future developments affecting the Company 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 stock, real estate and other financial markets; (2) interest rate fluctuations; (3) re-estimates 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 valuation of business acquired or goodwill; (6) changes in our claims-paying or credit ratings; (7) investment losses and defaults; (8) competition in our product lines and for personnel; (9) changes in tax law; (10) economic, political, currency and other risks relating to our international operations; (11) fluctuations in foreign currency exchange rates and foreign securities markets; (12) regulatory or legislative changes; (13) adverse determinations in litigation or regulatory matters and our exposure to contingent liabilities, including in connection with our divestiture or winding down of businesses; (14) 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; (15) ineffectiveness of risk management policies and procedures in identifying, monitoring and managing risks; (16) effects of acquisitions, divestitures and restructurings, including possible difficulties in integrating and realizing the projected results of acquisitions; (17) changes in statutory or U.S. GAAP accounting principles, practices or policies; (18) changes in assumptions for retirement expense; (19) Prudential Financial, Inc.’s primary reliance, as a holding company, on dividends or distributions from its subsidiaries to meet debt payment obligations and continue share repurchase, and the applicable regulatory restrictions on the ability of the subsidiaries to pay such dividends or distributions; and (20) risks due to the lack of legal separation between our Financial Services Businesses and our Closed Block Business. The Company does not intend, and is under no obligation to, update any particular forward-looking statement included in this document. See “Risk Factors” for discussion of certain risks relating to the operation of the Partnership.

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PART I

Item 1. Business

The Prudential Variable Contract Real Property Account (the “Real Property Account”), the Registrant, was established on November 20, 1986. Pursuant to New Jersey law, the Real Property Account was established as a separate investment account of The Prudential Insurance Company of America (“Prudential”). The Real Property Account was established to provide a real estate investment option offered in connection with the funding of benefits under certain variable life insurance and variable annuity contracts (the “Contracts”) issued by The Prudential Insurance Company of America.

The assets of the Real Property Account are invested in The Prudential Variable Contract Real Property Partnership (the “Partnership”). The Partnership, a general partnership organized under New Jersey law on April 29, 1988, was formed through an agreement among Prudential, Pruco Life Insurance Company and Pruco Life Insurance Company of New Jersey, to provide a means for assets allocated to the real estate investment option under certain variable life insurance and variable annuity contracts issued by the respective companies to be invested in a commingled pool.

The Partnership has an investment policy of investing at least 65% of its assets in direct ownership interests in income-producing real estate and participating mortgage loans. The largest portion of these real estate investments are direct ownership interests in income-producing real estate, such as office buildings, shopping centers, hotels, apartments, or industrial properties. Approximately 10% of the Partnership’s assets are generally held in cash or invested in liquid instruments and securities although the Partners reserve discretion to increase this amount to meet partnership liquidity requirements.

  Office Properties – The Partnership owns office properties in Lisle, Illinois; Brentwood, Tennessee; and Beaverton, Oregon. Total square footage owned is approximately 370,550 of which 77%, or 283,975 square feet, are leased between 1 and 10 years.
   
  Apartment Complexes – The Partnership owns apartment complexes in Atlanta, Georgia and Raleigh, North Carolina, comprising a total of 490 apartment units, of which 93%, or 454 units, are leased. Leases range from month to month to one year.
   
  Retail Property – The Partnership owns retail centers in Roswell, Georgia; Kansas City, Kansas and Missouri; Ocean City, Maryland; and Hampton, Virginia. Total square footage owned is approximately 1,151,208 of which 88%, or 1,009,058 square feet, are leased between 1 and 30 years.
   
  Industrial Properties – The Partnership owns an industrial property in Aurora, Colorado. Total square footage owned is approximately 277,930 of which 78%, or 216,474 square feet, are leased between 1 and 10 years.
   
  Hotel Property – The Partnership owns a hotel property in Lake Oswego, Oregon. This joint venture investment has 161 rooms. Occupancy for the year ended 2005 averaged 76.5%.
   
  Investment in Real Estate Trust – The Partnership liquidated its entire investment in REIT shares in December 2001. The Partnership does, however, maintain a preferred equity investment in an existing private REIT (See Item 7(a)).

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The Partnership’s investments are maintained so as to meet the diversification requirements set forth in treasury regulations issued pursuant to Section 817(h) of the Internal Revenue Code relating to the investments of variable life insurance and variable annuity separate accounts. Section 817(h) requires, among other things, that the partnership will have no more than 55% of the assets invested in any one investment, no more than 70% of the assets will be invested in any two investments, no more than 80% of the assets will be invested in any three investments, and no more than 90% of the assets will be invested in any four investments. To comply with regulatory requirements of the State of Arizona, the Partnership will limit additional investments in any one parcel or related parcels to an amount not exceeding 10% of the Partnership’s gross assets as of the prior fiscal year.

For information regarding the Partnership’s investments, operations, and other significant events, see Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations and Financial Statements and Supplementary Data.

The following is a description of general conditions in the U.S. real estate markets. It does not relate to specific properties held by the Partnership. The Partnership does not have widely diversified holdings; therefore, the discussions of vacancy rates, property values and returns in this section are not necessarily relevant to the Partnership’s portfolio. These results are not indicative of future performance.

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Real Estate Market Overview

Space market fundamentals continued their gradual recovery in 2005 as vacancy rates fell across all property types and in most major markets. The gradual recovery and continued strong demand for property investments drove transaction volumes to record levels last year. All major property types saw increases in transaction volumes and pricing, and further declines in capitalization rates last year. According to the National Council of Real Estate Investment Fiduciaries (“NCREIF”), the NCREIF Property Index, which is the benchmark for unleveraged private institutional real estate investments in the U.S., gained 5.43% in the fourth quarter pushing the index’s one-year total return to 20.06%.

Office Market

Healthier fundamentals in the office sector contributed to its improved performance last year. According to Torto Wheaton Research (TWR), a Boston-based real estate research firm, the average office vacancy rate fell to about 13.6% at the end of last year from 15.4% at year-end 2004. Suburban vacancy rates improved by a larger margin than downtown rates, falling about 2 percentage points year-over-year, but absorption of downtown space accelerated in the second half. At year-end, the average downtown vacancy rate was 11.8%, well below the 13.2% at the end of 2004.

Continued job growth and little risk of new supply rising over the next twelve months helped the NCREIF office subindex deliver one-year total returns of 19.46% in 2005, which included 11.96% appreciation and a one-year income return of 6.89%.

Apartment Market

Declining home affordability and continued job growth over the second half of 2005 are starting to improve apartment market fundamentals. Leasing concessions remain common, but vacancies fell modestly in many markets last year as the condo market claimed more apartment stock. The condo market has had both positive and negative consequences for apartment investors in recent years. Increasing condo supply has contributed to the fall in tenant demand for rental units. However, condo converters, investors who buy apartment and other properties for conversion to residential condominiums, have helped raise asset values by competing for multifamily assets. As a result, the apartment subindex of the NCREIF Property Index delivered a total return of 21.15% in 2005. The apartment return included 14.85% appreciation and a one-year income return of 5.69%.

Retail Market

Although space market fundamentals in the retail sector remained healthy throughout 2005, retail investment performance slowed relative to other property types after three consecutive years of dramatic outperformance. Total returns for retail properties in the NCREIF Property Index dipped below those for office properties in the second and third quarters of 2005 for the first time since the third quarter of 2001 as investors shifted their focus from retail to other sectors where the near-term prospects for rent growth and appreciation seem better. Despite the relatively weaker performance in 2005, retail market fundamentals remain attractive and retail cash yields (after deducting capital expenditures) remain the highest of any NCREIF property type.

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The retail subindex returned 5.99% during the fourth quarter of 2005 and 19.98% for the year overall. Strong appreciation accounted for a large share of the sector’s total return in the fourth quarter (4.32%) and for the year as a whole (12.55%).

Industrial Market

The industrial sector experienced a sharp rise in tenant and investor demand last year. Industrial transaction volume surged to nearly $35 billion, according to Real Capital Analytics, a New York City-based real estate research firm, an increase of more than 55% above the total volume in 2004. Strong absorption in many industrial markets in 2005 likely contributed to the increase. According to TWR, the average vacancy rate for industrial properties fell 1.7 percentage points last year to about 9.7% at year-end, the lowest level since 3Q01.

The NCREIF industrial subindex delivered a 20.31% total return in 2005, which included 12.32% appreciation and a 7.32% income return.

Hotel Market

Although it remained the weakest of the NCREIF property types, the lodging industry continued its recovery in 2005 as demand rose further and new supply remained limited. According to Smith Travel Research (STR), a national lodging industry research firm, room demand rose more than 3% in 2005. With only a slight 0.4% increase in room supply nationally and stronger demand, particularly from business travelers, the national average hotel occupancy rate climbed to 63.1% from 61.3% in 2004. Hotel revenue per available room (RevPAR) also posted healthy gains in 2005 and has finally recovered to its peak reached in 2000, before the recession and terrorism caused demand to collapse.

The NCREIF hotel subindex delivered an 18.99% total return in 2005, which included 9.50% appreciation, the lowest among the five property subtypes in the NCREIF index, and an 8.89% income return, the highest in the index.

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Item 1A. Risk Factors

All real estate investments are subject to varying degrees of risk. The yields available from investments depend on the amounts of income generated and expenses incurred. If investment properties do not generate revenues sufficient to meet operating expenses, including debt service and capital expenditures, cash flow will be adversely affected.

The revenues and value of a particular real estate investment may be adversely affected by a number of factors, including, but not limited to: the cyclical nature of the real estate market, general national economic conditions, local economic conditions, local real estate conditions, and fluctuations in operating costs, including real estate taxes and utilities. Certain significant expenditures associated with each equity investment, such as mortgage payments, real estate taxes, insurance and maintenance costs, are generally not reduced when circumstances cause a reduction in income from the investment. If a property is mortgaged to secure payment of indebtedness, and if the mortgaged property is unable to produce enough revenue to cover its mortgage or other debt payments, a loss could be sustained as a result of foreclosure on the property or the exercise of other remedies by the lender. In addition, a property's revenues and real estate value may also be affected by such factors as potential liability under applicable federal, state and local laws and regulations, which may vary widely depending upon location, including tax laws, environmental laws, Americans with Disabilities Act accessibility requirements, and rent stabilization laws.

Item 1B. Unresolved Staff Comments

None

Item 2. Properties

Not Applicable.

Item 3. Legal Proceedings

None.

Item 4. Submission of Matters to a Vote of Securities Holders

Contract owners participating in the Real Property Account have no voting rights with respect to the Real Property Account.

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PART II

Item 5. Market for the Registrant's Interests, Related Security Holder Matters and Issuer Purchases of Equity Securities.

Owners of the Contracts may participate by allocating all or part of the net premiums or purchase payments to the Real Property Account. Contract values vary with the performance of the Real Property Account's investments through the Partnership. Participating interests in the Real Property Account are not traded in any public market; therefore a discussion of market information is not relevant.

As of December 31, 2005, approximately 32,809 contract owners of record held investments in the Real Property Account.

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Item 6. Selected Financial Data                            
  Year Ended December 31,


  2005     2004     2003     2002     2001     2000     1999














RESULTS OF OPERATIONS:                            
                         
Total Investment Income   $ 28,644,271   $ 29,076,163   $ 27,060,494   $ 27,077,048   $ 27,480,593   $ 26,387,938   $ 24,835,049














                         
Net Investment Income   $ 9,219,171   $ 7,799,606   $ 10,613,409   $ 10,864,043   $ 12,350,306   $ 13,638,117   $ 13,279,589
                         
Net Realized and Unrealized (Loss)                            
Gain on Investment in Partnership     15,460,619     3,280,394     (6,467,364 )   (8,517,663 )   (2,547,749 )   4,487,022     (7,217,046)














                         
Net Increase in Net Assets                            
Resulting From Operations   $ 24,679,790   $ 11,080,000   $ 4,146,045   $ 2,346,380   $ 9,802,557   $ 18,125,139   $ 6,062,543














                         
                         
FINANCIAL POSITION:                            
                         
  Year Ended December 31,


  2005     2004     2003     2002     2001     2000     1999














                         
Total Assets $ 246,015,115   $ 240,575,611   $ 235,627,852   $ 229,720,113   $ 234,594,652   $ 221,512,296   $ 225,142,653














                         
Long Term Lease Obligation   $ 0   $ 0   $ 0   $ 0   $ 0   $ 0   $ 0














                         
Mortgage Loans Payable   $ 33,195,607   $ 43,773,767   $ 43,934,494   $ 35,699,108   $ 28,994,521   $ 10,092,355   $ 10,184,662














                         

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

All of the assets of the Account are invested in the Partnership. Accordingly, the liquidity and capital resources and results of operations for the Account are contingent upon those of the Partnership. Therefore, this management’s discussion and analysis addresses these items at the Partnership level. The partners in the Partnership are Prudential, Pruco Life Insurance Company, and Pruco Life Insurance Company of New Jersey (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 audited Consolidated Financial Statements of the Account and the Partnership and the related Notes included herein.

(a) Liquidity and Capital Resources

As of December 31, 2005, the Partnership’s liquid assets, consisting of cash and cash equivalents, were approximately $45.5 million, an increase of approximately $27.9 million from $17.6 million at December 31, 2004. The increase was primarily due to net sales proceeds of approximately $41.7 million, of which the Partnership received approximately $39.5 million in cash. Partially offsetting the increase were an initial preferred equity investment and additional funding of existing investments, as described below. Sources of liquidity include net cash flow from property operations, sales, financings and interest from short-term investments. The Partnership uses cash for its real estate investment activities and for distribution to its partners. As of December 31, 2005, 18.5% of the Partnership’s total assets consisted of cash and cash equivalents.

Dispositions for the year included the sale of an apartment complex located in Salem, Oregon, an office property located in Oakbrook Terrace, Illinois, an apartment complex located in Gresham, Oregon, and an apartment complex located in Jacksonville, Florida. In addition, the Partnership sold, prior to funding, a parcel of land located in Blue Springs, Missouri. The five investments sold for combined proceeds, prior to the repayment of debt and minority interest, of $55.1 million. A minority interest partner bought out the Partnership’s investment in the aforementioned Jacksonville, Florida consolidated real estate partnership resulting in net proceeds to the Partnership of $15.9 million. This transaction resulted in the assumption of a mortgage loan by the partner of approximately $10.0 million and a reduction of the partner’s minority interest of $3.7 million.

During 2005, the Partnership made an initial $7.1 million preferred equity investment in an existing private REIT, Capital Automotive, or “CARS”. CARS, owns approximately 364 properties, which are leased to sixty automobile dealership operators throughout the United States. This investment is structured with an annual preference rate of 7.5% for years one through five, 8.75% during years six and seven, and 12% for all subsequent years.

Also in 2005, the Partnership funded an additional $3.0 million to an existing Leasehold Mortgage Loan that was originated in January 2004 for the acquisition and redevelopment of a retail center in Westminster, Maryland. Since inception, approximately $4.3 million has been funded at an interest rate of 10% per annum.

The Partnership spent approximately $6.0 million on capital improvements to existing properties during 2005. Approximately $1.1 million was associated with the renovation of an apartment complex in Atlanta, Georgia, approximately $3.8 million with the renovation and redevelopment of a retail center in Roswell, Georgia, and approximately $0.5 million with the renovation of a hotel property in Lake Oswego, Oregon. The remaining $0.6 million was associated with minor capital improvements and transaction costs associated with leasing at various other properties.

(b) Results of Operations

The following is a comparison of the Partnership’s results of operations for the periods ended December 31, 2005 and 2004.

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Net Investment Income Overview

The Partnership’s net investment income for the year ended December 31, 2005 was approximately $9.2 million, an increase of $1.4 million from $7.8 million for the prior year period. The office and hotel sector investments posted increases of $1.0 million and $0.5 million, respectively, from the prior year period. Partially offsetting these increases for 2005 were decreases in net investment income in the apartment, retail and industrial sectors, which posted decreases of $0.2 million, $0.3 million and $0.4 million, respectively, from the prior year period. Other net investment income increased $0.9 million during the year ended December 31, 2005 from the prior year period. Detail on the components of this net investment income are discussed below by property type sector.

Valuation Overview

The Partnership recorded an aggregate net realized and unrealized gain of $15.5 million for the year ended December 31, 2005, compared to an aggregate net realized and unrealized gain of $3.3 million for the prior year period.

The Partnership recorded an aggregate net realized gain of $6.2 million for the year ended December 31, 2005, compared to an aggregate net realized gain of $1.7 million for the prior year period. The realized gain for 2005 was recorded in the apartment and office sectors, which realized gains of $4.4 million and $1.2 million, respectively. In addition, the aggregate net realized gain for 2005 includes approximately $0.6 million of gain realized from the sale of a parcel of land located in Blue Springs, Missouri.

The Partnership recorded an aggregate net unrealized gain of $9.3 million for the year ended December 31, 2005, compared to an aggregate net unrealized gain of $1.6 million for the prior year period. The unrealized gain for 2005 was attributed to valuation gains in all property type sectors. Details of the components of these valuation gains and/or losses are discussed below by property type sector.

Net Realized Gain (Loss) on Real Estate Investments Sold Overview

On November 28, 2005, the Partnership’s Blue Springs, Missouri land investment was sold, prior to funding, for $2.3 million, resulting in a realized gain of approximately $0.6 million.

On November 30, 2005, the Partnership sold its interest in a consolidated joint venture that owns one apartment complex in Jacksonville, Florida for net proceeds of $15.9 million and a realized gain of approximately $4.3 million.

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The following table presents a comparison of the Partnership’s sources of net investment income, and realized and unrealized gains or losses by investment type for the years ended December 31, 2005 and 2004.

   Twelve Months Ended December 31,  
 

 
    2005     2004  
 

 

 
Net Investment Income:            
             
Office properties $ 3,100,955   $ 2,102,465  
Apartment complexes   1,952,155     2,191,107  
Retail properties   4,402,792     4,728,171  
Industrial properties   574,977     933,253  
Hotel property   1,086,783     640,660  
Other (including interest income,            
   investment mgt fee, etc.)   (1,898,491 )   (2,796,050 )
 

 

 
Total Net Investment Income $ 9,219,171   $ 7,799,606  
 

 

 
             
Net Realized Gain (Loss) on Real Estate Investments:            
             
Apartment complexes   4,446,010     1,730,000  
Office properties   1,174,380      
Land   598,432      
 

 

 
Total Net Realized Gain (Loss) on Real Estate Investments   6,218,822     1,730,000  
 

 

 
             
Net Unrealized Gain (Loss) on Real Estate Investments:            
             
Office properties   3,298,783     222,384  
Apartment complexes   516,658     (653,214 )
Retail properties   3,011,793     2,072,496  
Industrial properties   1,369,434     (190,659 )
Hotel property   1,045,129     99,387  
 

 

 
Total Net Unrealized Gain (Loss) on Real Estate Investments   9,241,797     1,550,394  
 

 

 
Net Realized and Unrealized Gain (Loss) on Real Estate Investments $ 15,460,619   $ 3,280,394  
 

 

 

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OFFICE PORTFOLIO

Year Ended December 31,     Net Investment Income/Loss 2005     Net Investment Income/Loss 2004     Realized / Unrealized Gain/(Loss) 2005     Unrealized Gain/(Loss) 2004     Occupancy 2005     Occupancy 2004  

 

 

 

 

 

 

 
Property                          
Lisle, IL   $ 313,356   $ 498,150   $ (98,837 ) $ (2,161,087 )   38%     43 %
Brentwood, TN     984,017     806,096     1,254,008     1,626,824     93%     91 %
Oakbrook Terrace, IL (1)     203,313     404,805     1,174,380     (613,875 )   N/A     41 %
Beaverton, OR     851,182     904,462     809,842     (400,000 )   78%     72 %
Brentwood, TN     749,087     (511,048 )   1,333,767     1,770,522     100%     100 %
   

 

 

 

             
  $ 3,100,955   $ 2,102,465   $ 4,473,160   $ 222,384          
   

 

 

 

             
                                       
(1)    Net investment income for the year ended December 31, 2005 reflects partial period results for the      
      office property located in Oakbrook Terrace, Illinois that was sold on June 8, 2005.       

Net Investment Income

Net investment income for the Partnership’s office properties was approximately $3.1 million for the year ended December 31, 2005, an increase of $1.0 million from the prior year period. The increase was primarily due to stabilized occupancy and increased market rents at both of the Partnership’s office assets in Brentwood, Tennessee. Partially offsetting these increases were (a) the loss of rent at the Oakbrook Terrace, Illinois office property that was sold on June 8, 2005, (b) a decrease in occupancy at the office property in Lisle, Illinois, and (c) increased expenses at the office property in Beaverton, Oregon.

Total Net Realized and Unrealized Gain/(Loss)

The office properties owned by the Partnership recorded an aggregate net realized and unrealized gain of approximately $4.5 million for the year ended December 31, 2005, compared to an aggregate net unrealized gain of $0.2 million for the prior year period. The 2005 gains were primarily due to (a) the sale of the office property in Oakbrook Terrace, Illinois and (b) strengthening market fundamentals and increases in occupancy at the office properties located in Brentwood, Tennessee and Beaverton, Oregon. Partially offsetting these gains for 2005 was a net unrealized loss of approximately $0.1 million related to the office property in Lisle, Illinois.

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APARTMENT COMPLEXES

Year Ended December 31,     Net Investment Income/Loss 2005     Net Investment Income/Loss 2004     Realized / Unrealized Gain/(Loss) 2005     Realized / Unrealized Gain/(Loss) 2004     Occupancy 2005     Occupancy 2004

 

 

 

 

 

 

Property                        
Atlanta, GA   $ 123,570   $ 814,285   $ (597,672 ) $ (1,946,818 )   91%     88%
Raleigh, NC     678,498     559,605     1,114,329     262,271     93%     95%
Jacksonville, FL (1)     902,707     972,604     4,283,549     69,368     N/A     89%
Gresham/Salem, OR (1)     247,380     (155,387 )   162,462     2,691,965     N/A     91%
   

 

 

 

           
  $ 1,952,155   $ 2,191,107   $ 4,962,668   $ 1,076,786        
   

 

 

 

           
                                     
(1)  Net investment income for the year ended December 31, 2005 reflects partial period results for the apartment properties in Salem, Oregon, Gresham, Oregon and Jacksonville, Florida that were sold on March 10, 2005, August 10, 2005 and November 30, 2005, respectively. Net investment income for the year ended December 31, 2004 reflects results for four apartment properties located in Salem and Gresham, Oregon, two of which were sold on December 14, 2004.  

Net Investment Income

Net investment income for the Partnership’s apartment properties was approximately $2.0 million for the year ended December 31, 2005, a decrease of $0.2 million from the prior year period. The decrease was primarily due to (a) increased expenses, rental concessions and interest incurred for a mortgage loan placed in September 2004 for the apartment property in Atlanta, Georgia and (b) the loss of rent at the apartment property in Jacksonville, Florida that was sold on November 30, 2005. Partially offsetting the decrease was (a) an increase in net investment income for the apartment properties in Gresham/Salem, Oregon due to a diminution of mortgage interest expense resulting from the prepayment of debt on the properties and (b) reduced expenses at the apartment property in Raleigh, North Carolina.

Total Realized and Unrealized Gain/(Loss)

The Partnership recorded an aggregate net realized and unrealized gain of $5.0 million for the year ended December 31, 2005, compared to a net realized and unrealized gain of $1.1 million for the prior year period. The 2005 gains in the Partnership’s apartment sector were primarily due to (a) continued investor demand for apartment property types that resulted in a net unrealized gain of approximately $1.1 million related to the Raleigh, North Carolina property and (b) the sales of one apartment complex in Salem, Oregon and one apartment complex in Jacksonville, Florida. Partially offsetting these gains was a net unrealized loss of approximately $0.6 million related to the apartment property in Atlanta, Georgia attributable to capital expended in connection with the completion of an exterior redevelopment that did not result in value gains.

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RETAIL PROPERTIES

Year Ended December 31,     Net Investment Income/Loss 2005     Net Investment Income/Loss 2004     Unrealized Gain/(Loss) 2005     Unrealized Gain/(Loss) 2004     Occupancy 2005     Occupancy 2004  

 

 

 

 

 

 

 
Property                          
Roswell, GA   $ 1,767,394   $ 1,576,783   $ 1,652,340   $ (2,536,369 )   94%     74%  
Kansas City, KS; Kansas City, MO     195,927     623,917     (5,069,318 )   2,727,694     81%     81%  
Hampton, VA     1,272,509     1,220,607     5,096,161     981,574     100%     100%  
Ocean City, MD     871,644     921,803     1,332,610     899,597     85%     93%  
Westminster, MD (1)     (5,704 )   138,296             N/A     N/A  
Westminster, MD (2)     278,799     246,765             N/A     N/A  
CARS Preferred Equity (3)     22,223                 N/A     N/A  
   

 

 

 

             
  $ 4,402,792   $ 4,728,171   $ 3,011,793   $ 2,072,496          
   

 

 

 

             
                         
(1)   Classified as Other Real Estate Investment (mortgage paid in full September 13, 2004).
(2)   Mortgage Loan Receivable (Originated January 2004).
(3)   Net investment income for the year ended December 31, 2005 reflects partial period results.

Net Investment Income

Net investment income for the Partnership’s retail properties was $4.4 million for the year ended December 31, 2005, a decrease of $0.3 million from the prior year period. The decrease in net investment income was primarily due to (a) increased expenses at the retail centers in Kansas City, Kansas and Kansas City, Missouri, (b) increased vacancy at the retail center in Ocean City, Maryland and (c) interest income received the prior year in connection with the loan made by the Partnership to the retail center in Westminster, Maryland that was paid in full on September 13, 2004. Partially offsetting the decrease was (a) an increase in net investment income at the retail center in Roswell, Georgia due to higher occupancy resulting from the opening of an anchor retailer, Publix, (b) interest income received in connection with the mortgage loan made by the Partnership to the retail center in Westminster, Maryland in January 2004 and (c) income received from the preferred equity investment made by the partnership on December 16, 2005.

Unrealized Gain/(Loss)

The retail properties recorded an aggregate net unrealized gain of $3.0 million for the year ended December 31, 2005, compared to an aggregate net unrealized gain of $2.1 million for the prior year period. The 2005 unrealized gains were primarily due to (a) continued investor demand for retail centers that resulted in combined net unrealized gains of $6.4 million at the Hampton, Virginia and Ocean City, Maryland properties and (b) the completion of a redevelopment at the retail center in Roswell, Georgia that recorded a net unrealized gain of approximately $1.7 million. Partially offsetting these gains was a net unrealized loss of $5.1 million recorded at the retail centers located in Kansas City, Kansas and Kansas City, Missouri. The retail centers located in Kansas City, Kansas and Kansas City, Missouri were marketed for sale during 2005 which resulted in a value decline of $5.1 million reflective of offers received in connection with the marketing efforts and an estimate of the prepayment penalties related to the existing debt.

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INDUSTRIAL PROPERTIES

Year Ended December 31,     Net Investment Income/Loss 2005     Net Investment Income/Loss 2004     Unrealized Gain/(Loss) 2005     Unrealized Gain/(Loss) 2004     Occupancy 2005     Occupancy 2004  

 

 

 

 

 

 

 
Property                          
Aurora, CO   $ 574,977   $ 936,264   $ 1,369,434   $ (190,659 )   78%     66%  
Bolingbrook, IL (1)         2,603             N/A     N/A  
Salt Lake City, UT (1)         (5,614 )           N/A     N/A  
   

 

 

 

             
  $ 574,977   $ 933,253   $ 1,369,434   $ (190,659 )        
   

 

 

 

             
(1)   The Bolingbrook, Illinois and Salt Lake City, Utah industrial properties were sold in September 2002 and January 2003,  
     respectively, but certain post-closing adjustments were incurred in 2004.

Net Investment Income

Net investment income for the Partnership’s industrial property was $0.6 million for the year ended December 31, 2005, a decrease of $0.3 million from the prior year period. The decrease was primarily due to a decrease in occupancy as a result of a 2004 lease termination at the Partnership’s Aurora, Colorado industrial property.

Unrealized Gain/(Loss)

The Aurora, Colorado industrial property owned by the Partnership recorded a net unrealized gain of approximately $1.4 million for the year ended December 31, 2005, compared to a net unrealized loss of approximately $0.2 million for the prior year period. The 2005 net unrealized gain was primarily due to investor demand for this product type.

HOTEL PROPERTY

Year Ended December 31,     Net Investment Income/Loss 2005     Net Investment Income/Loss 2004     Unrealized Gain/(Loss) 2005     Unrealized Gain/(Loss) 2004     Occupancy 2005     Occupancy 2004  

 

 

 

 

 

 

 
Property                          
Lake Oswego, OR   $ 1,086,783   $ 640,660   $ 1,045,129   $ 99,387     80 %   66 %

Net Investment Income

Net investment income for the Partnership’s hotel property was $1.1 million for the year ended December 31, 2005, an increase of $0.5 million from the prior year period. The increase was primarily due to increased occupancy and higher average daily rates generated at the hotel during 2005, compared to the prior year period.

Unrealized Gain/(Loss)

The Lake Oswego, Oregon hotel property recorded a net unrealized gain of $1.0 million for the year ended December 31, 2005, compared to a net unrealized gain of approximately $0.1 million for the prior year period. The 2005 net unrealized gain was primarily due to strengthening market fundamentals and benefits associated with completion of a renovation.

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Other

The Blue Springs, Missouri land investment owned by the Partnership realized a net gain of approximately $0.6 million for the year ended December 31, 2005. The Partnership sold this land investment, prior to funding, for $2.3 million on November 28, 2005.

Other net investment income increased $0.9 million during the year ended December 31, 2005 from the prior year period. Other net investment income included interest income from short-term investments, investment management fees, and portfolio level expenses.

(c) Inflation

The Partnership’s leases with a majority of its commercial tenants provide for recoveries of expenses based upon the tenant’s proportionate share of, and/or increases in, real estate taxes and certain operating costs, which may 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 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 audited Consolidated Financial Statements of the Account and the Partnership may change significantly.

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

Valuation of Investments

Real Estate Investments– Real estate investments are shown at estimated market value in accordance with the terms of the Partnership’s contracts. 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. Market 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 (“PIM”) is responsible to assure that the valuation process provides independent and reasonable property market value estimates. American Appraisal Associates (the "Appraisal Management Firm"), an entity not affiliated with PIM, 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. Unless a property is currently held for sale, the market value of real estate investments does not reflect the transaction sale costs, which may be incurred upon disposition of the real estate investments.

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Unconsolidated real estate partnerships are valued at the Partnership’s equity in net assets as reflected in the partnership’s financial statements with properties valued as described above. Under the equity method, the investment is initially recorded at the original investment amount, plus or minus additional amounts invested or distributed, and is subsequently adjusted for the Partnership’s share of undistributed earnings or losses (including unrealized appreciation and depreciation) from the underlying entity.

Land and redevelopment properties held for future development via a forward contract are carried at cost plus cost incurred to hold the land and redevelopment properties as stated in the take out provisions of the contract.

As described above, the estimated market value of real estate and real estate related assets is determined through an appraisal process. These estimated market values may vary significantly from the prices at which the real estate investments would sell, since market prices of real estate investments can only be determined by negotiation between a willing buyer and seller and could be material to the consolidated financial statements. Although the estimated market values represent subjective estimates, management believes these estimated market values are reasonable approximations of market prices and the aggregate estimated value of investments in real estate is fairly presented as of December 31, 2005, and 2004.

Other Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the audited Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk – The Partnership’s exposure to market rate risk for changes in interest rates relates to approximately 40.37% (as of December 31, 2005) of its investment portfolio consisting primarily of short-term fixed rate commercial paper and fixed and variable interest rate debt. The Partnership does not use derivative financial instruments. By policy, the Partnership places its investments with high quality debt security issuers, limits the amount of credit exposure to any one issuer, limits duration by restricting the term, and holds investments to maturity except under unusual circumstances.

The table below presents the amounts and related weighted interest rates of the Partnership’s cash equivalents and short-term investments at December 31, 2005:

    Maturity     Estimated Market Value
(in $ millions)
    Average
Interest Rate
 
     
   
   
 
Cash and Cash equivalents     0-3 months           $   45.5           3.83%  
                     

The table below discloses the Partnership’s debt as of December 31, 2005. All of the Partnership’s long-term debt bears interest at fixed rates and therefore the fair value of these instruments is affected by changes in market interest rates. The following table presents principal cash flows (in thousands) based upon maturity dates of the debt obligations and the related weighted-average interest rates by expected maturity dates for the fixed rate debt.

Debt (in $ thousands),
including current portion
     2006      2007      2008      2009      2010      Thereafter      Total     Estimated
Fair
Value
 

















Average Fixed Interest Rate     5.38 %   5.35 %   5.74 %   6.75 %   6.75 %   6.75 %   6.50 %      
Fixed Rate         $ 549   $ 588   $ 16,026   $ 9,277   $ 565   $ 6,191   $ 33,196   $ 33,764  
Variable Rate                                        
 















Total Mortgage Loans Payable   $ 549   $ 588   $ 16,026   $ 9,277   $ 565   $ 6,191   $ 33,196   $ 33,764  
 















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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, delinquencies could increase and result in losses to the Partnership and the Account that would adversely affect its operating results and liquidity.

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Item 8. Financial Statements and Supplementary Data

The financial statements and supplementary data are listed in the accompanying Index to the Financial Statements and Supplementary Data on F-1.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

In order to ensure that the information we must disclose in our filings with the Securities and Exchange Commission 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 Exchange Act Rules 13a-15(e) and 15d-15(e), as of December 31, 2005. Based on such evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2005, our disclosure controls and procedures were effective in timely alerting them to material information relating to us required to be included in our periodic SEC filings. There has been no change in our internal control over financial reporting during the year ended December 31, 2005, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

None.

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PART III

Item 10. Directors and Executive Officers of the Registrant

THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

DIRECTORS

FREDERIC K. BECKER–Director since 1994 (current term expires June, 2006). Chairman, Audit Committee; Member, Executive Committee. President, Wilentz Goldman & Spitzer, P.A. (law firm) since 1989, with firm since 1960.

GORDON M. BETHUNE –Director since 2005 (current term expires June 2006). Member, Compensation Committee. Member, Corporate Governance and Business Ethics Committee. Retired since 2004. Mr. Bethune is also a director of Honeywell International, Inc., Sprint Corporation, and Willis Group Holdings Limited.

W. GASTON CAPERTON, III –Director since 2004 (current term expires June, 2006).Member, Finance and Dividends Committee. Member, Investment Committee. President, The College Board since 1999. Governor Caperton is also a director of Energy Corporation of America, Owens Corning, United Bankshares, Inc., and West Virginia Media. Trustee Emeritus, Benedum Foundation.

GILBERT F. CASELLAS–Director since 2001 (current term expires June, 2006). Member, Audit Committee. Counsel for Mintz Levin Cohn Ferris Glovsky, and Popeo, P.C. (law firm) since 2005. Mr. Casellas is also a director of The Swarthmore Group, Inc.

JAMES G. CULLEN–Director since 1994 (current term expires June, 2006). Chairman, Compensation Committee; Member, Audit Committee; Member, Executive Committee. Retired since 2000. Mr. Cullen is also a director of Agilient Technologies, Inc., Johnson & Johnson, and NeuStar, Inc.

WILLIAM H. GRAY, III–Director since 1991 (current term expires June, 2006). Chairman, Corporate Governance and Business Ethics Committee; Member, Executive Committee. Retired since 2004. Mr. Gray is a Senior Director of Public Policy and Business Diversity, Buchanan Ingersoll, PC, since 2005. Mr. Gray is also a director of Dell Computer Corporation, JP Morgan Chase & Co., Pfizer, Inc., and Visteon Corporation.

JON F. HANSON–Director since 1991 (current term expires June, 2006). Chairman, Executive Committee; Chairman, Committee on Finance and Dividends; Chairman, Investment Committee. Chairman of The Hampshire Companies since 1976. Mr. Hanson is also a director of CD&L, Inc., HealthSouth Corp., James E. Hanson Management Company, Pascack Community Bank, and Yankee Global Enterprises.

CONSTANCE J. HORNER–Director since 1994 (current term expires June, 2006). Member, Compensation Committee; Member, Corporate Governance and Business Ethics Committee. Ms. Horner is also a director of Ingersoll-Rand Company, Ltd., and Pfizer, Inc.

KARL J. KRAPEK–Director since 2003 (current term expires June, 2006). Member, Finance and Dividends Committee. Member, Investment Committee. Retired since 2002. Mr. Krapek is also a director of Connecticut Bank and Trust Company, Delta Airlines, Inc., Lucent Technologies, Inc., and Visteon Corporation.

JAMES A. UNRUH–Director since 1996 (current term expires June, 2006). Member, Audit Committee. Founding Principal, Alerion Capital Group, LLC since 1998. Mr. Unruh is also a director of Tenet Healthcare Corporation, CSG Systems International, Inc., and Qwest Communications, Inc.

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THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

PRINCIPAL OFFICERS **

VIVIAN L. BANTA–Chief Executive Officer, Insurance Division, Prudential since 2002. Prior to 2002: Executive Vice President.

SUSAN L. BLOUNT–Senior Vice President and General Counsel, Prudential since 2005. Prior to 2005 Vice President, Chief Investment Counsel and Secretary.

RICHARD J. CARBONE–Senior Vice President and Chief Financial Officer, Prudential since 1997.

C. EDWARD CHAPLIN–Senior Vice President and Treasurer, Prudential since 2000. Mr. Chaplin is also a director of MBIA, Inc.

KATHLEEN M. GIBSON–Vice President, Secretary and Corporate Governance Officer, Prudential, since 2004. Prior to 2004: Vice President and Secretary, Prudential.

ROBERT C. GOLDEN–Executive Vice President, Prudential since 1997.

MARK B. GRIER–Vice Chairman, Financial Management, Prudential since 2002. Prior to 2002 Executive Vice President, Financial Management.

ARTHUR F. RYAN–Chairman of the Board, Chief Executive Officer and President, Prudential since 1994 (current term expires June, 2006). Member, Executive Committee. Mr. Ryan is also a director of Regeneron Pharmaceuticals, Inc.

PETER B. SAYRE–Senior Vice President and Corporate Controller, Prudential since 2004. Prior to 2004: Vice President, Chief Tax Officer.

SHARON C. TAYLOR–Senior Vice President, Prudential since 2002. Prior to 2002: Vice President, Human Resources Communities of Practice.

** Principal officers of The Prudential Insurance Company of America hold comparable positions with Prudential Financial, Inc.

Code of Ethics

We have adopted a code of business conduct and ethics, known as “Making the Right Choices,” which applies to our Chief Executive Officer, Chief Financial Officer and our Principal Accounting Officer, as well as to our directors and other employees. Making the Right Choices is posted on Prudential Financial’s website at www.investor.prudential.com. Our code of business conduct and ethics, any amendments and any waiver granted to any of our directors or executive officers are available free of charge on our website at www.investor.prudential.com.

The Audit Committee of the Company consists of four members of its Board of Directors, who, in the business judgment of the Board of Directors, are independent within the meaning SEC rules. In addition, the Board of Directors has determined that at least one member of the Audit Committee, Mr. Unruh, has the requisite experience to be designated an audit committee financial expert as that term is defined by rules of the SEC. Specifically, Mr. Unruh has accounting and financial management expertise, which he gained through his experience as Senior Vice President, Finance, of a New York Stock Exchange listed company, as well as experience in financial management positions in other organizations and other similar positions.

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Item 11. Executive Compensation

The Real Property Account does not pay any fees, compensation or reimbursement to any Director or Officer of the Registrant.

Item 12. Security Ownership of Certain Beneficial Owners and Management

Not applicable.

Item 13. Certain Relationships and Related Transactions

See Related Transactions in note 9 of Notes to Financial Statements of the Partnership on page F-22.

Item 14. Principal Accounting Fees and Services.

The Audit Committee of the Board of Directors of Prudential Financial has appointed PricewaterhouseCoopers LLP as the independent registered public accounting firm of Prudential Financial and certain of its domestic and international subsidiaries, including the Registrant. The Audit Committee has established a policy requiring its pre-approval of all audit and permissible non-audit services provided by the independent auditor. The specific information called for by this item is hereby incorporated by reference to the section entitled “Item 2 – Ratification of the Appointment of Independent Auditors” in Prudential Financial’s definitive proxy statement for the Annual Meeting of Shareholders to be held on May 9, 2006, to be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after the year ended December 31, 2005.

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     PART IV

Item 15. Exhibits, Financial Statement Schedules.

(a)   The following documents are filed as part of this report:
         
     1.   Financial Statements
         
        See the Index to Financial Statements and Supplementary Data on page F-1.
         
    2.        Financial Statement Schedules
         
        The following financial statement schedules of The Prudential Variable Contract Real Property Partnership should be read in conjunction with the financial statements in Item 8 of this Annual Report on Form 10-K:
         
        Schedule III. Real Estate Owned: Properties
        Schedule III. Real Estate Owned: Interest in Properties
         
        See the Index to Financial Statements and Supplementary Data on page F-1.
         
     3.        Documents Incorporated by Reference
         
        See the following list of exhibits.
         
     4.        Exhibits
         
        See the following list of exhibits.
         
(b)        None.
         
(c)     The following is a list of Exhibits to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2005. The Registrant will furnish a copy of any Exhibit listed below to any security holder of the Registrant who requests it upon payment of a fee of 15 cents per page. All Exhibits are either contained in this Annual Report on Form 10-K or are incorporated by reference as indicated below.
         
     3.1    Amended Charter of The Prudential Insurance Company of America, filed as Exhibit 3.1 to form 10-K, Registration Statement No. 33-20083-01, filed March 31, 2003, and incorporated herein by reference.
         
     3.2    Amended By-Laws of The Prudential Insurance Company of America, filed as Exhibit 3.2 to form 10-K, Registration Statement No. 33-20083-01, filed March 31, 2003, and incorporated herein by reference.
         
     3.3    Resolution of the Board of Directors establishing The Prudential Variable Contract Real Property Account, filed as Exhibit (3C) to Form S-1, Registration Statement No. 33-20083, filed February 10, 1988, and incorporated herein by reference.
         
     4.1    Revised Individual Variable Annuity Contract filed as Exhibit A(4)(w) to Post-Effective Amendment No. 8 to Form N-4, Registration Statement No. 2-80897, filed October 23, 1986, and incorporated herein by reference.
         
     4.2    Discovery Plus Contract, filed as Exhibit (4)(a) to Form N-4, Registration Statement No. 33-25434, filed November 8, 1988, and incorporated herein by reference.
         
     4.3    Custom VAL (previously named Adjustable Premium VAL) Life Insurance Contracts with fixed death benefit, filed as Exhibit 1.A.(5) to Form S-6, Registration Statement No. 33-25372, filed November 4, 1988, and incorporated herein by reference.
         
     4.4    Custom VAL (previously named Adjustable Premium VAL) Life Insurance Contracts with variable death benefit, filed as Exhibit 1.A.(5) to Form S-6, Registration Statement No. 33-25372, filed November 4, 1988, and incorporated herein by reference.
         
     4.5    Variable Appreciable Life Insurance Contracts with fixed death benefit, filed as Exhibit 1.A.(5) to Pre-Effective Amendment No. 1 to Form S-6, Registration Statement No. 33-20000, filed June 15, 1988, and incorporated herein by reference.
         

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    4.6   Variable Appreciable Life Insurance Contracts with variable death benefit, filed as Exhibit 1.A.(5) to Pre-Effective Amendment No. 1 to Form S-6, Registration Statement No. 33-20000, filed June 15, 1988, and incorporated herein by reference.
         
    9.   None.
         
    10.1   Investment Management Agreement between Prudential Investment Management, Inc. and The Prudential Variable Contract Real Property Partnership, filed as Post-Effective Amendment No. 16 to Form S-1, Registration Statement No. 33-20083-01, filed April 10, 2003, and incorporated herein by reference.
         
    10.2   Partnership Agreement of The Prudential Variable Contract Real Property Partnership filed as Exhibit (10C) to Pre-Effective Amendment No. 1 to Form S-1, Registration Statement No. 33-20083, filed May 2, 1988, and incorporated herein by reference.
         
    11.   Not applicable.
         
    12.   Not applicable.
         
    16.   None.
         
    18.   None.
         
    22.   Not applicable.
         
    23.   None.
         
    24.   Filed herewith as Exhibit 24.
         
    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.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
in respect of
The Prudential Variable Contract Real Property Account
(Registrant)

Date: March 30, 2006 By:    

   
      Richard J. Carbone
      Senior Vice President

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

Signature  Title    Date

 

         

  Chairman of the Board, Chief    March 30, 2006
Arthur F. Ryan   Executive Officer, President and Director    
         

   Chief Financial Officer    March 30, 2006
Richard J. Carbone        
         

Vice President
Dennis G. Sullivan   (Principal Accounting Officer)     March 30, 2006

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  Title Date
     
     
* Director March 30, 2006

   
Frederic K. Becker    
     
* Director March 30, 2006

   
Gordon M. Bethune    
     
* Director March 30, 2006

   
W. Gaston Caperton, III    
     
* Director March 30, 2006

   
Gilbert F. Casellas    
     
* Director March 30, 2006

   
James G. Cullen    
     
* Director March 30, 2006

   
William H. Gray, III    
     
* Director March 30, 2006

   
Jon F. Hanson    
     
* Director March 30, 2006

   
Constance J. Horner    
     
* Director March 30, 2006

   
Karl J. Krapek    
     
* Director March 30, 2006

   
James A. Unruh    

   By: *    
     
      Clifford E. Kirsch
       (Attorney-in-Fact)

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THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY ACCOUNT

(Registrant)

INDEX

            Page
             
A.   THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY ACCOUNT  
             
    Financial Statements:    
             
      Report of Independent Registered Public Accounting Firm F-2
             
      Statements of Net Assets – December 31, 2005 and 2004 F-3
             
      Statements of Operations – Years Ended December 31, 2005, 2004, 2003 F-3
             
      Statements of Changes in Net Assets – Years Ended December 31, 2005, 2004, 2003 F-3
             
      Notes to Financial Statements F-4
             
B.   THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP  
             
    Financial Statements:  
             
      Report of Independent Registered Public Accounting Firm F-8
             
      Report of Independent Registered Public Accounting Firm on Financial Statement Schedules F-9
             
      Statements of Assets and Liabilities – December 31, 2005 and 2004 F-10
             
      Statements of Operations – Years Ended December 31, 2005, 2004 and 2003 F-11
             
      Statements of Changes in Net Assets – Years Ended December 31, 2005, 2004 and 2003 F-12
             
      Statements of Cash Flows – Years Ended December 31, 2005, 2004 and 2003 F-13
             
      Schedule of Investments – December 31, 2005 and 2004 F-14
             
      Notes to Financial Statements F-16
             
    Financial Statement Schedules:  
             
      For the period ended December 31, 2005  
             
      Schedule III – Real Estate Owned: Properties F-26
             
      Schedule IV– Mortgage Loans on Real Estate F-27

All other schedules are omitted because they are not applicable, or because the required information is included in the financial statements or notes thereto.

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Report of Independent Registered Public Accounting Firm

 To the Contract Owners of
 The Prudential Variable Contract Real Property Account
 and the Board of Directors of
 The Prudential Insurance Company of America
   
 In our opinion, the accompanying statements of net assets and the related statements of operations and of changes in net assets present fairly, in all material respects, the financial position of The Prudential Variable Contract Real Property Account at December 31, 2005 and 2004, and the results of its operations and the changes in its net assets for each of the three years in the period ended December 31, 2005, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the management of The Prudential Insurance Company of America; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements 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 are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of shares at December 31, 2005 with The Prudential Variable Contract Real Property Partnership, provide a reasonable basis for our opinion.
   
 PricewaterhouseCoopers LLP
 New York, New York
 March 30, 2006

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FINANCIAL STATEMENTS OF  
PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY ACCOUNT  
                       
STATEMENT OF NET ASSETS                      
December 31, 2005 and 2004                      
  2005   2004            
 

 

           
ASSETS                      
     Investment in The Prudential Variable Contract                      
          Real Property Partnership $ 83,277,385   $ 75,689,330            
 

 

           
Net Assets $ 83,277,385   $ 75,689,330            
 

 

           
                       
NET ASSETS, representing:                      
     Equity of contract owners $ 60,796,985   $ 54,956,278            
     Equity of The Prudential Insurance Company of America 22,480,400   20,733,052            
 

 

           
  $ 83,277,385   $ 75,689,330            
 

 

           
                       
Units outstanding 36,749,552   37,494,920            
 

 

           
                       
Portfolio shares held   2,814,362     2,894,367            
Portfolio net asset value per share $ 29.59   $ 26.15            
                       
                       
STATEMENT OF OPERATIONS                      
For the periods ended December 31, 2005, 2004 and 2003                      
  2005   2004   2003      
 

 

 

     
INVESTMENT INCOME                      
Net investment income from Partnership operations $ 3,737,105   $ 3,162,352   $ 4,287,463      
 

 

 

     
EXPENSES                      
Charges to contract owners for assuming mortality risk and                      
     expense risk and for administration 460,468   435,006   425,598      
 

 

 

     
NET INVESTMENT INCOME 3,276,637   2,727,346   3,861,865      
 

 

 

     
                       
NET REALIZED AND UNREALIZED GAIN                      
     LOSS) ON INVESTMENTS                      
Net change in unrealized gain (loss) on investments from Partnership   3,745,793     628,942     (2,801,446 )    
Realized gain (loss) on sale of investments from Partnership 2,520,876   701,429   188,273      
 

 

 

     
NET GAIN (LOSS) ON INVESTMENTS 6,266,669   1,330,371   (2,613,173 )    
 

 

 

     
                       
NET INCREASE IN NET ASSETS                      
     RESULTING FROM OPERATIONS $ 9,543,306   $ 4,057,717   $ 1,248,692      
 

 

 

     
                       
STATEMENT OF CHANGES IN NET ASSETS                      
For the periods ended December 31, 2005, 2004 and 2003                      
  2005   2004   2003      
 

 

 

     
OPERATIONS                      
Net investment income $ 3,276,637   $ 2,727,346   $ 3,861,865      
Net change in unrealized gain (loss) on investments in Partnership   3,745,793     628,942     (2,801,446 )    
Net realized gain (loss) on sale of investments in Partnership 2,520,876   701,429   188,273      
 

 

 

     
                       
NET INCREASE IN NET ASSETS                      
     RESULTING FROM OPERATIONS 9,543,306   4,057,717   1,248,692      
 

 

 

     
                       
CAPITAL TRANSACTIONS                      
Net withdrawals by contract owners   (841,882 )   (1,350,431 )   (670,727 )    
Net withdrawals by The Prudential Insurance Company of America (1,113,369 ) (666,590 ) (1,379,401 )    
 

 

 

     
                       
NET DECREASE IN NET ASSETS                      
     RESULTING FROM CAPITAL TRANSACTIONS (1,955,251 ) (2,017,021 ) (2,050,128 )    
 

 

 

     
                       
TOTAL INCREASE (DECREASE) IN NET ASSETS   7,588,055     2,040,696     (801,436 )    
                       
NET ASSETS                      
     Beginning of period 75,689,330   73,648,634   74,450,070      
 

 

 

     
     End of period $ 83,277,385   $ 75,689,330   $ 73,648,634      
 

 

 

     
                       

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

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NOTES TO THE FINANCIAL STATEMENTS OF
PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY ACCOUNT
December 31, 2005

Note 1: General

The Prudential Variable Contract Real Property Account (“Account”) was established on November 20, 1986 by resolution of the Board of Directors of The Prudential Insurance Company of America (“Prudential”), which is a wholly-owned subsidiary of Prudential Financial, Inc. (“PFI”) as a separate investment account pursuant to New Jersey law and is registered under the Securities Act of 1933. The assets of the Account are segregated from Prudential’s other assets. The Account is used to fund benefits under certain variable life insurance and variable annuity contracts issued by Prudential. These products are Variable Appreciable Life (“PVAL and PVAL $100,000+ Face Value”), Discovery Plus (“PDISCO+”), and Variable Investment Plan (“VIP”).

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 variable annuity contracts. The Account, along with the Pruco Life Variable Contract Real Property Account and the Pruco Life of New Jersey Variable Contract Real Property Account, are the sole investors 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

A.   Basis of Accounting

The accompanying financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures. Actual results could differ from those estimates.

B.   Investment in Partnership Interest

The investment in the Partnership is based on the Account’s proportionate interest of the Partnership’s market value. At December 31, 2005 and 2004 the Account’s interest in the Partnership was 40.6% or 2,814,362 shares and 40.6% or 2,894,367 shares respectively.

C.   Income Recognition

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

D.   Equity of The Prudential Insurance Company of America

Prudential maintains a position in the Account for liquidity purposes, including unit purchases and redemptions, Partnership share transactions, and expense processing. The position does not affect contract owners’ accounts or the related unit values.

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Note 3: Taxes

Prudential 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 law, no federal income taxes are payable by the Account. As such, no provision for the tax liability has been recorded in these financial statements.

Note 4: Net Withdrawals by Contract Owners

Net contract owner withdrawals for the real estate investment option in The Prudential Insurance Company of America's variable insurance and variable annuity products for the years ended December 31, 2005, 2004 and 2003 were as follows:

2005:                  
    VIP &     PVAL & PVAL        
    PDISCO+     $100,000+ face value     TOTAL  






Contract Owner Net Payments: $ 12,796   $ 3,991,805   $ 4,004,601  
Policy Loans:   0     (1,160,988 )   (1,160,988 )
Policy Loan Repayments and Interest:   0     1,194,065     1,194,065  
Surrenders, Withdrawals, and Death Benefits:   (554,301 )   (2,603,294 )   (3,157,595 )
Net Transfers To Other Subaccounts                  
     or Fixed Rate Option:   22,921     1,033,843     1,056,764  
Administrative and Other Charges:   (1,695 )   (2,777,034 )   (2,778,729 )






Net Withdrawals by Contract Owners $ (520,279 ) $ (321,603 ) $ (841,882 )






                   
2004:                  
    VIP &     PVAL & PVAL        
    PDISCO+     $100,000+ face value     TOTAL  






Contract Owner Net Payments: $ 33,557   $ 4,168,816   $ 4,202,373  
Policy Loans:   0     (1,144,139 )   (1,144,139 )
Policy Loan Repayments and Interest:   0     1,219,695     1,219,695  
Surrenders, Withdrawals, and Death Benefits:   (476,794 )   (2,385,471 )   (2,862,265 )
Net Transfers To Other Subaccounts                  
     or Fixed Rate Option:   263,856     (166,388 )   97,468  
Administrative and Other Charges:   (1,927 )   (2,861,636 )   (2,863,563 )






Net Withdrawals by Contract Owners $ (181,308 ) $ (1,169,123 ) $ (1,350,431 )






                   
2003:                  
    VIP &     PVAL & PVAL        
    PDISCO+     $100,000+ face value     TOTAL  






Contract Owner Net Payments: $ 11,672   $ 4,472,957   $ 4,484,629  
Policy Loans:   0     (1,195,131 )   (1,195,131 )
Policy Loan Repayments and Interest:   0     1,316,067     1,316,067  
Surrenders, Withdrawals, and Death Benefits:   (765,214 )   (2,989,212 )   (3,754,426 )
Net Transfers To Other Subaccounts                  
     or Fixed Rate Option:   247,041     1,371,135     1,618,176  
Administrative and Other Charges:   (2,370 )   (3,137,672 )   (3,140,042 )






Net Withdrawals by Contract Owners $ (508,871 ) $ (161,856 ) $ (670,727 )






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Note 5: Unit Activity                                    
                                     
Transactions in units for the years ended December 31, 2005, 2004 and 2003 were as follows:     
                                     
2005:                                    
                PDISCO+     VIP     PVAL     PVAL $100,000+
face value
 




Company Contributions:   1,373,623     Contract Owner Contributions:     51,235     66,652     1,592,159     1,430,019  
Company Redemptions:   (1,709,303 )   Contract Owner Redemptions:     (224,793 )   (145,446 )   (1,756,695 )   (1,422,819 )
                                     
2004:                                    
                PDISCO+     VIP     PVAL     PVAL $100,000+
face value
 




Company Contributions:   1,721,406     Contract Owner Contributions:     251,872     74,919     1,684,883     1,762,982  
Company Redemptions:   (1,918,713 )   Contract Owner Redemptions:     (256,989 )   (169,082 )   (1,934,487 )   (2,106,617 )
                                     
2003:                                    
                PDISCO+     VIP     PVAL     PVAL $100,000+
face value
 




Company Contributions:   1,930,945     Contract Owner Contributions:     176,756     70,296     1,897,546     1,976,682  
Company Redemptions:   (2,529,430 )   Contract Owner Redemptions:     (278,131 )   (249,884 )   (2,175,255 )   (1,791,690 )
                                     
Note 6: Purchases and Sales of Investments       
                                     
The aggregate costs of purchases and proceeds from sales of investments in the Partnership for the years ended December 31, 2005, 2004 and 2003 were as follows:   
                                     
             December 31, 2005    December 31, 2004    December 31, 2003        
           
 
 
       
Purchases:           $   0   $ 0   $ 0        
Sales:           $   (2,415,719 ) $ (2,452,028 ) $ (2,475,726 )      

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Note 7: Financial Highlights

Prudential Insurance Company of America (the “Company” or "Prudential") sells a number of variable annuity and variable life insurance products. These products have unique combinations of features and fees that are charged against the contract owner’s account balance. Differences in the fee structures result in a variety of unit values, expense ratios and total returns.

The following table was developed by determining which products offered by Prudential Insurance Company of America have the lowest and highest total expense ratio. The summary may not reflect the minimum and maximum contract charges offered by the Company as contract owners may not have selected all available and applicable contract options as discussed in Note 1. The table reflects contract owner units only.

    At year ended   For year ended
   
 
    Units     Unit Value     Net Assets   Investment     Expense Ratio **   Total Return ***
    (000’s)     Lowest- Highest     (000’s)   Income Ratio *     Lowest-Highest   Lowest-Highest
   
   
 

 
   
 
December 31, 2005   26,664     $2.154332 to $2.356938     $     60,797   4.64 %   0.60% to 1.20%   11.82% to 12.48%
December 31, 2004   27,073     $1.92668 to $2.09540     $     54,956   4.15 %   0.60% to 1.20%   4.81% to 5.43%
December 31, 2003   27,766     $1.83832 to $1.98753     $     53,574   5.77 %   0.60% to 1.20%   1.03% to 1.63%
December 31, 2002   28,139     $1.81952 to $1.95560     $     53,487   5.59 %   0.60% to 1.20%   0.02% to 0.62%
December 31, 2001   29,263     $1.81915 to $1.94357     $     55,383   5.91 %   0.60% to 1.20%   3.55% to 4.17%

The table above reflects information for units held by contract owners. Prudential also maintains a position in the Real Property Account, to provide for property acquisitions and capital expenditure funding needs. Prudential held 10,086,116, 10,421,720, 10,619,027, 11,217,512 and 13,675,143 units representing $22,480,400, $20,733,052, $20,075,011, $20,962,590 and $25,462,204 of net assets as of December 31, 2005, 2004, 2003, 2002 and 2001, respectively. Charges for mortality risk, expense risk and administrative expenses are used by Prudential to purchase additional units in its account resulting in no impact to its net assets.

* This amount represents the proportionate share of the net investment income from the underlying Partnership divided by the total average assets of the Account. This ratio excludes those expenses, such as mortality and expense charges, that result in direct reductions in the unit values.

** These ratios represent the annualized contract expenses of the separate account, consisting primarily of mortality and expense charges, for each period indicated. The ratios include only those expenses that result in a direct reduction to unit values. Charges made directly to contract owner accounts through the redemption of units and expenses of the underlying Partnership are excluded.

*** These amounts represent the total return for the periods indicated, including changes in the value of the underlying Partnership, and reflect deductions for all items included in the expense ratio. The total return does not include any expense assessed through the redemption of units; inclusion of these expenses in the calculation would result in a reduction in the total return presented.

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 1.2%, 0.9%, 0.6% and 1.2% for PDISCO+, PVAL, PVAL $100,000 + face value, and VIP, respectively. Mortality risk is that life insurance contract owners may not live as long as estimated or annuitants may live longer than estimated and expense risk is that the cost of issuing and administering the policies may exceed related charges by Prudential. The mortality risk and expense risk charges are assessed through reduction in unit values.

B. Cost of Insurance and Other Related Charges

Contract owner contributions are subject to certain deductions prior to being invested in the Real Property Account. The deductions for PVAL and PVAL $100,000 + face value are (1) state premium taxes; (2) sales charges, up to 0.50%, which are deducted in order to compensate Prudential for the cost of selling the contract and (3) transaction costs which are deducted from each premium payment to cover premium collection and processing costs. Contracts are also subject to monthly charges for the costs of administering the contract to compensate Prudential for the guaranteed minimum death benefit risk. These charges are assessed through the redemption of units.

C. Deferred Sales Charge

A deferred sales charge, applicable to PVAL and PVAL $100,000 + face value and not to exceed 50% of the first year's primary annual premium for PVAL cotracts, is imposed upon surrenders of certain variable life insurance contracts to compensate Prudential 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. No sales charge will be imposed after the tenth year of the contract. No sales charge will be imposed on death benefits.

Also a deferred sales charge is imposed upon the withdrawals of certain purchase payments to compensate Prudential for sales and other marketing expenses for PDISCO+ and VIP. The amount of any sales charge will depend on the amount withdrawn and the number of contract years that have elapsed since the contract owner or annuitant made the purchase payments deemed to be withdrawn. No sales charge is made against the withdrawal of investment income. A reduced sales charge is imposed in connection with the withdrawal of a purchase payment to effect an annuity if three or more contract years have elapsed since the contract date, unless the annuity effected is an annuity certain. No sales charge is imposed upon death benefit payments or upon transfers made between subaccounts. A deferred sales charge is assesed through the redemption of units.

D. Partial Withdrawal Charge

A charge is imposed by Prudential on partial withdrawals of the cash surrender value for PVAL and PVAL $100,000 + face value. 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. A charge is assessed through the redemption of units.

E. Annual Maintenance Charge

An annual maintenance charge, applicable to PDISCO+ and VIP, of $30 will be deducted if and only if the contract fund is less than $10,000 on a contract anniversary or at the time a full withdrawal is effected, including a withdrawal to effect an annuity. The charge is made by reducing accumulation units credited to a contract owner’s account.

Note 8: Related Party

Prudential and its affiliates perform various services on behalf of the Partnership in which the Account invests and may receive
fees for the services performed. These services include, among other things, shareholder communications, preparation,
postage, fund transfer agency and various other record keeping and customer service functions.

 

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Report of Independent Accountants

To the Partners of The Prudential
Variable Contract Real Property Partnership:

In our opinion, the accompanying consolidated statements of assets and liabilities, including the schedule of investments, and the related consolidated statements of operations, of changes in net assets and of cash flows present fairly, in all material respects, the financial position of The Prudential Variable Contract Real Property Partnership (the “Partnership”) at December 31, 2005 and 2004, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2005 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the management of The Prudential Insurance Company of America; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
New York, New York
February 28, 2006

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Report of Independent Accountants on

Financial Statement Schedules

To the Partners of The Prudential
Variable Contract Real Property Partnership:

Our audits of the consolidated financial statements referred to in our report dated February 28, 2006 appearing in this Annual Report on Form 10-K also included an audit of the financial statement schedules listed in Item 14(a)(2) of this Form 10-K. In our opinion, these financial statement schedules present fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.

PricewaterhouseCoopers LLP
New York, New York
February 28, 2006

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THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP
CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES

    December 31, 2005     December 31, 2004  
 

 

 
ASSETS            
             
REAL ESTATE INVESTMENTS – At estimated market value:            
     Real estate and improvements            
          (cost: 12/31/2005 – $183,767,148; 12/31/2004 – $224,584,885) $ 178,628,645   $ 203,246,069  
     Real estate partnerships (cost: 12/31/2005 – $18,578,394;            
          12/31/2004 – $11,286,826)   14,348,816     12,126,566  
     Mortgage and other loans receivable (cost: 12/31/2005 – $4,277,769            
          12/31/2004 – $1,332,060)   4,277,769     1,332,060  
 

 

 
             
          Total real estate investments   197,255,230     216,704,695  
             
CASH AND CASH EQUIVALENTS   45,467,485     17,557,182  
             
OTHER ASSETS, NET   3,292,400     6,313,734  
 

 

 
          Total assets $ 246,015,115   $ 240,575,611  
 

 

 
             
LIABILITIES & PARTNERS' EQUITY            
             
INVESTMENT LEVEL DEBT $ 33,195,607   $ 43,773,767  
             
ACCOUNTS PAYABLE AND ACCRUED EXPENSES   2,545,052     3,096,006  
             
DUE TO AFFILIATES   760,926     721,419  
             
OTHER LIABILITIES   472,336     622,900  
             
MINORITY INTEREST   3,638,343     5,638,458  
 

 

 
             
          Total liabilities   40,612,264     53,852,550  
 

 

 
             
COMMITMENTS AND CONTINGENCIES            
             
PARTNERS' EQUITY   205,402,851     186,723,061  
 

 

 
             
          Total liabilities and partners' equity $ 246,015,115   $ 240,575,611  
 

 

 
             
NUMBER OF SHARES OUTSTANDING AT END OF PERIOD   6,941,631     7,140,308  
 

 

 
             
SHARE VALUE AT END OF PERIOD $ 29.59   $ 26.15  
 

 

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

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THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP
CONSOLIDATED STATEMENTS OF OPERATIONS


    Year Ended December 31,  
 
 
    2005     2004     2003  
 

 

 

 
INVESTMENT INCOME:                  
Revenue from real estate and improvements $ 27,087,813   $ 27,810,539   $ 26,217,891  
Equity in income of real estate partnership   252,618     629,190     560,660  
Interest and equity income on mortgage                  
     and other loans receivable   281,134     138,296      
Income from other real estate investments       246,764      
Interest on short-term investments   1,022,706     251,374     281,943  
 

 

 

 
                   
     Total investment income   28,644,271     29,076,163     27,060,494  
 

 

 

 
                   
INVESTMENT EXPENSES:                  
Operating   7,420,509     7,545,335     5,116,001  
Investment management fee   2,845,519     2,666,103     2,493,957  
Real estate taxes   2,382,626     2,687,018     2,590,600  
Administrative   4,438,482     5,243,944     3,496,973  
Interest expense   2,173,789     2,910,841     2,557,294  
Minority interest   164,175     223,316     192,260  
 

 

 

 
                   
      Total investment expenses   19,425,100     21,276,557     16,447,085  
 

 

 

 
                   
NET INVESTMENT INCOME   9,219,171     7,799,606     10,613,409  
 

 

 

 
                   
REALIZED AND UNREALIZED GAIN (LOSS) ON REAL ESTATE                  
     INVESTMENTS:                  
Net proceeds from real estate investments sold   55,054,217     7,105,000     5,689,488  
Less:  Cost of real estate investments sold   47,015,948     7,307,410     6,620,263  
           Realization of prior years' unrealized                  
                gain (loss) on real estate investments sold   (655,341 )   (1,932,410 )   (1,396,836 )
           Minority interest in realized gain (loss) on real estate                  
                investments sold   2,474,788          
 

 

 

 
                 
                 
NET GAIN (LOSS) REALIZED ON REAL ESTATE INVESTMENTS SOLD   6,218,822     1,730,000     466,061  
 

 

 

 
                   
                   
Change in unrealized gain (loss) on real estate investments   10,475,654     2,457,887     (6,169,630 )
Less: Minority interest in unrealized gain (loss) on real estate investments   1,233,857     907,493     763,795  
 

 

 

 
                   
Net unrealized gain (loss) on real estate investments   9,241,797     1,550,394     (6,933,425 )
 

 

 

 
                   
NET REALIZED AND UNREALIZED GAIN (LOSS)                  
     ON REAL ESTATE INVESTMENTS   15,460,619     3,280,394     (6,467,364 )
 

 

 

 
                   
INCREASE (DECREASE) IN NET ASSETS RESULTING                  
     FROM OPERATIONS $ 24,679,790   $ 11,080,000   $ 4,146,045  
 

 

 

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

F-11


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THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP
CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS


    Year Ended December 31,  
 
 
    2005     2004     2003  
 

 

 

 
INCREASE (DECREASE) IN NET ASSETS                  
RESULTING FROM OPERATIONS:                  
Net investment income $ 9,219,171   $ 7,799,606   $ 10,613,409  
Net gain (loss) realized on real estate                  
     investments sold   6,218,822     1,730,000     466,061  
Net unrealized gain (loss) from real estate                  
     investments   9,241,797     1,550,394     (6,933,425 )
 

 

 

 
                   
Increase (decrease) in net assets                  
     resulting from operations   24,679,790     11,080,000     4,146,045  
 

 

 

 
                   
INCREASE (DECREASE) IN NET ASSETS RESULTING                  
     FROM CAPITAL TRANSACTIONS:                  
Withdrawals                  
     (2005 -198,677; 2004 -226,527; and                  
          2003 – 278,014 shares, respectively)   (6,000,000 )   (6,000,000 )   (6,856,490 )
 

 

 

 
                   
               Increase (decrease) in net assets                  
                    resulting from capital transactions   (6,000,000 )   (6,000,000 )   (6,856,490 )
 

 

 

 
                   
INCREASE (DECREASE) IN NET ASSETS   18,679,790     5,080,000     (2,710,445 )
                   
NET ASSETS – Beginning of period   186,723,061     181,643,061     184,353,506  
 

 

 

 
                   
NET ASSETS – End of period $ 205,402,851   $ 186,723,061   $ 181,643,061  
 

 

 

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

F-12


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THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP
CONSOLIDATED STATEMENTS OF CASH FLOWS


    Year Ended December 31,  
 
 
    2005     2004     2003  
 

 

 

 
                   
CASH FLOWS FROM OPERATING ACTIVITIES:                  
Net increase in net assets from operations $ 24,679,790   $ 11,080,000   $ 4,146,045  
Adjustments to reconcile net increase in net assets                  
     to net cash from operating activities                  
     Net realized and unrealized loss (gain)   (15,460,619 )   (3,280,394 )   6,467,364  
     Amortization of deferred financing costs   (34,620 )   (108,232 )   (523,586 )
     Distributions in excess of (less than) equity in income                  
          of real estate partnership operations   (148,668 )   (209,678 )   648,193  
     Minority interest in consolidated partnerships   164,175     223,316     192,260  
     Bad debt expense   240,176     459,103     185,844  
     (Increase) decrease in:                  
          Other assets   2,815,778     (304,747 )   (502,655 )
     Increase (decrease) in:                  
          Accounts payable and accrued expenses   (550,954 )   97,254     (93,346 )
          Due to affiliates   39,507     (296,513 )   110,429  
          Other liabilities   (150,564 )   (324,210 )   35,865  
 

 

 

 
                   
Net cash flows from (used in) operating activities   11,594,001     7,335,899     10,666,413  
 

 

 

 
                   
CASH FLOWS FROM INVESTING ACTIVITIES:                  
     Net proceeds from real estate investments sold   41,676,816     7,105,000     5,689,488  
     Acquisition of real estate and improvements           (8,008,729 )
     Additions to real estate and improvements   (6,198,211 )   (7,746,015 )   (6,963,127 )
     Contributions to real estate partnerships   (7,142,900 )   (467,875 )   (1,326,071 )
     Origination of mortgage loan receivable   (2,945,709 )   (1,332,060 )    
     Collection of other real estate investments       4,975,000      
     Origination of other real estate investments       (4,475,000 )   (500,000 )
 

 

 

 
                   
     Net cash flows from (used in) investing activities   25,389,996     (1,940,950 )   (11,108,439 )
 

 

 

 
                   
CASH FLOWS FROM FINANCING ACTIVITIES:                  
     Withdrawals   (6,000,000 )   (6,000,000 )   (6,856,490 )
     Proceeds from investment level debt       8,750,000     8,750,000  
     Principal payments on investment level debt   (853,525 )   (8,910,727 )   (514,614 )
     Contributions from minority interest partners           242,354  
     Distributions to minority interest partners   (2,220,169 )   (578,854 )   (868,559 )
 

 

 

 
                   
     Net cash flows from (used in) financing activities   (9,073,694 )   (6,739,581 )   752,691  
 

 

 

 
                   
NET CHANGE IN CASH AND CASH                  
     EQUIVALENTS   27,910,303     (1,344,632 )   310,665  
                   
CASH AND CASH EQUIVALENTS – Beginning of period   17,557,182     18,901,814     18,591,149  
 

 

 

 
                   
CASH AND CASH EQUIVALENTS – End of period $ 45,467,485   $ 17,557,182   $ 18,901,814  
 

 

 

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

F-13


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THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP
CONSOLIDATED SCHEDULE OF INVESTMENTS
                  December 31,  
            2005 Total Rentable
Square Feet
Unless Otherwise
Indicated (Unaudited)
   
 
                2005     2004  
             

 

 
Property Name   2005 Ownership   City, State       Cost     Estimated Market Value     Cost     Estimated Market Value  

 
 
 
 

 

 

 

 
REAL ESTATE INVESTMENTS                                      
                                       
OFFICES                                      
750 Warrenville   WO   Lisle, IL   103,193   $ 23,173,035   $ 10,000,000   $ 23,173,036   $ 10,098,838  
Oakbrook Terrace   WO   Oakbrook, IL   123,734             14,833,796     9,698,734  
Summit @ Cornell Oaks   WO   Beaverton , OR   72,109     12,046,574     10,566,213     11,934,209     9,644,005  
Westpark   WO   Nashville, TN   97,199     10,903,925     12,600,290     10,708,970     11,151,327  
Financial Plaza   WO   Brentwood, TN   98,049     12,333,151     12,300,000     12,333,151     10,966,233  

 
 
 
 

 

 

 

 
        Offices % as of 12/31/05   22%     58,456,685     45,466,503     72,983,162     51,559,137  
                                       
APARTMENTS                                      
Brookwood Apartments   WO   Atlanta, GA   240 Units     18,481,376     17,155,625     17,344,994     16,616,914  
Dunhill Trace Apartments   WO   Raleigh, NC   250 Units     16,170,782     19,202,057     16,083,715     18,000,660  
Riverbend Apartments   CJV   Jacksonville, FL   458 Units             20,015,959     22,600,000  
SIMA Apartments   CJV   Gresham/Salem, OR   493 Units             12,004,323     13,900,000  

 
 
 
 

 

 

 

 
        Apartments % as of 12/31/05   18%     34,652,158     36,357,682     65,448,991     71,117,574  
                                       
RETAIL                                      
King's Market   WO   Rosewell, GA   314,358     37,646,731     27,199,960     33,864,392     21,765,286  
Hampton Towne Center   WO   Hampton, VA   174,540     18,035,334     26,100,000     18,031,495     21,000,000  
White Marlin Mall   CJV   Ocean City, MD   186,016     15,328,836     21,500,000     15,229,878     19,300,000  
Kansas City Portfolio   EJV   Kansas City, KS;MO   487,660     11,413,171     7,183,593     11,286,726     12,126,466  
CARS Preferred Equity   EJV   Various   N/A     7,165,223     7,165,223          

 
 
 
 

 

 

 

 
        Retail % as of 12/31/05   43%     89,589,295     89,148,776     78,412,491     74,191,752  
                                       
INDUSTRIAL                                      
Smith Road   WO   Aurora, CO   277,930     10,823,619     11,704,500     10,692,625     10,204,072  

 
 
 
 

 

 

 

 
        Industrial % as of 12/31/05   6%     10,823,619     11,704,500     10,692,625     10,204,072  
                                       
HOTEL                                      
Portland Crown Plaza   CJV   Portland, OR   161 Rooms     8,823,785     10,300,000     8,334,342     8,300,000  

 
 
 
 

 

 

 

 
        Hotel % as of 12/31/05   5%     8,823,785     10,300,000     8,334,342     8,300,000  
                                       
LAND                                      
Gateway Village   EJV   Blue Springs, MO                 100     100  

 
 
 
 

 

 

 

 
        Land % as of 12/31/05   0%             100     100  
                                       
MORTGAGE AND OTHER LOANS RECEIVABLE                                 
Westminster West   Eloan   Westminster, MD         4,277,769     4,277,769     1,332,060     1,332,060  

 
 
 
 

 

 

 

 
        Mortgage and Other Loans Receivable% as of 12/31/05   2%     4,277,769     4,277,769     1,332,060     1,332,060  
                                       
Total Real Estate Investments as a Percentage of Net Assets as of 12/31/05      96%     206,623,311     197,255,230     237,203,771     216,704,695  
           
 

 

 

 

 
                                       
                                       
WO – Wholly Owned Investment                               
CJV – Consolidated Joint Venture                               
EJV – Joint Venture Investment accounted for under the equity method                                
Eloan – Mezzanine loan accounted for under the equity method                               
                                       
The accompanying notes are an integral part of these consolidated financial statements.                  
                                       

F-14


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THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP
CONSOLIDATED SCHEDULE OF INVESTMENTS

        December 31, 2005   December 31, 2004  
     
 
 
    Face Amount     Cost     Estimated
Market Value
    Cost     Estimated
Market Value
 
 

 

 

 

 

 
CASH AND CASH EQUIVALENTS – Percentage of Net Assets               22.1%         9.4%  
                         
Federal Home Loan Bank, 1.75%, January 3, 2006   $ 488,000   $ 487,908   $ 487,908   $   $  
Federal Home Loan Bank, 0 coupon bond, January 30, 2006     44,184,000     44,033,621     44,033,621          
Federal Home Loan Bank, 6.450%, January 3, 2005     19,457,000             19,455,135     19,455,135  
       

 

 

 

 
                     
                     
Total Cash Equivalents         44,521,529     44,521,529     19,455,135     19,455,135  
                     
Cash         945,956     945,956     (1,897,953 )   (1,897,953 )
       

 

 

 

 
                     
Total Cash and Cash Equivalents       $ 45,467,485   $ 45,467,485   $ 17,557,182   $ 17,557,182  
       

 

 

 

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

F-15


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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OF
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP
For Years Ended December 31, 2005, 2004, and 2003

Note 1: Organization

On April 29, 1988, The Prudential Variable Contract Real Property Partnership (the “Partnership”), a general partnership organized under New Jersey law, was formed through an agreement among The Prudential Insurance Company of America (“Prudential”), Pruco Life Insurance Company (“Pruco Life”), and Pruco Life Insurance Company of New Jersey (“Pruco Life of New Jersey”). The Partnership was established as a means by which assets allocated to the real estate investment option under certain variable life insurance and variable annuity contracts issued by the respective companies could be invested in a commingled pool. The partners in the Partnership are Prudential, Pruco Life and Pruco Life of New Jersey.

The Partnership’s policy is to invest at least 65% of its assets in direct ownership interests in income-producing real estate and participating mortgage loans.

The estimated market value of the Partnership’s shares is determined daily, consistent with the Partnership Agreement. On each day during which the New York Stock Exchange is open for business, the net asset value of the Partnership is estimated using the estimated market value of its assets, principally as described in Notes 2A, 2B and 2C below, reduced by any liabilities of the Partnership. The periodic adjustments to property values described in Notes 2A, 2B and 2C below and other adjustments to previous estimates are made on a prospective basis. There can be no assurance that all such adjustments to estimates will be made timely.

Shares of the Partnership are held by The Prudential Variable Contract Real Property Account, Pruco Life Variable Contract Real Property Account and Pruco Life of New Jersey Variable Contract Real Property Account (the “Real Property Accounts”) and may be purchased and sold at the then current share value of the Partnership's net assets. Share value is calculated by dividing the estimated market value of net assets of the Partnership as determined above by the number of shares outstanding. A contract owner participates in the Partnership through interests in the Real Property Accounts.

PREI ™ is the real estate advisory unit of Prudential Investment Management, Inc. (“PIM”), which is an indirectly owned subsidiary of Prudential Financial Inc. (“PFI”). PREI ™ provides investment advisory services to the Partnership’s partners pursuant to the terms of the Advisory Agreement as described in Note 10.

Note 2: Summary of Significant Accounting Policies

  A: Basis of Presentation – The accompanying consolidated financial statements of the Partnership have been presented on the market value basis of accounting in conformity with accounting principles generally accepted in the United States of America. The consolidated financial statements of Partnership include wholly owned entities, and those real estate partnerships in which the Partnership has a controlling interest. All significant inter-company balances and transactions have been eliminated in consolidation.
     
  B: Management’s Use of Estimates in the Financial Statements –  The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

F-16


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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OF
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP
For Years Ended December 31, 2005, 2004, and 2003

Note 2: Summary of Significant Accounting Policies (continued)

  C: Real Estate Investments – Real  estate investments are shown at estimated market value in accordance with the terms of the Partnership’s contracts. 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. Market 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 PIM is responsible to assure that the valuation process provides independent and reasonable property market value estimates. American Appraisal Associates (the “Appraisal Management Firm”), an entity not affiliated with PIM, 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. Unless a property is currently held for sale, the market value of real estate investments does not reflect the transaction sale costs, which may be incurred upon disposition of the real estate investments.
     
    Unconsolidated real estate partnerships are valued at the Partnership’s equity in net assets as reflected in the partnerships' financial statements with properties valued as described above. Under the equity method, the investment is initially recorded at the original investment amount, plus or minus additional amounts invested or distributed, and is subsequently adjusted for the Partnership’s share of undistributed earnings or losses (including unrealized appreciation and depreciation) from the underlying entity.
     
    Land and redevelopment properties held for future development via a forward contract are carried at cost plus cost incurred to hold the land and redevelopment properties as stated in the take out provisions of the contract.
     
    As described above, the estimated market value of real estate and real estate related assets is determined through an appraisal process. These estimated market values may vary significantly from the prices at which the real estate investments would sell, since market prices of real estate investments can only be determined by negotiation between a willing buyer and seller and could be material to the consolidated financial statements. Although the estimated market values represent subjective estimates, management believes these estimated market values are reasonable approximations of market prices and the aggregate estimated value of investments in real estate is fairly presented as of December 31, 2005, and 2004.
     
  D: Other Real Estate Investments – Other real estate investments include short term notes receivable, which are valued at the amount due and approximate market value.
     
  E: Cash and Cash Equivalents – Cash and cash equivalent are comprised of all short-term investments and investments in money market funds with a maximum maturity of three months. Cash equivalents consist of investments in the Prudential Investment Liquidity Pool offered and managed by an affiliate of PFI and are accounted for at market value.

 

F-17


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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OF
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP
For Years Ended December 31, 2005, 2004, and 2003

Note 2: Summary of Significant Accounting Policies (continued)

  F: Marketable Securities – Marketable securities are highly liquid investments with maturities of more than three months when purchased and are carried at estimated market value.
     
  G: Other Assets – Cash of $156,268 and $212,989 was maintained by the wholly owned and consolidated properties at December 31, 2005 and 2004, respectively, for tenant security deposits and is included in Other Assets on the Consolidated Statements of Assets and Liabilities. Other assets also includes tenant receivable and is net of allowance for uncollectible accounts of $51,162 and $46,690 at December 31, 2005 and 2004, respectively.
     
  H: Investment Level DebtInvestment level debt is stated at the principal amount of the obligations outstanding. At times the Partnership may assume debt in connection with the purchase of real estate. For debt assumed, the Partnership allocates a portion of the purchase price to the below/above market debt and amortizes the premium/discount over the remaining life of the debt.
     
  I: Deferred Financing Costs – Included in Other Assets are deferred financing costs amounting to $246,495 and $391,666 which are net of accumulated amortization of $80,227 and $878,316 as of December 31, 2005 and 2004, respectively, and which are being amortized over the term of the related obligation.
     
  J: Revenue Recognition – Revenue from real estate is recognized when earned in accordance with the terms of the respective leases. Revenue from certain real estate investments is net of all or a portion of related real estate expenses, as lease arrangements vary as to responsibility for payment of these expenses between tenants and the Partnership. Since real estate is stated at estimated market value, net income is not reduced by depreciation or amortization expense.
     
  K: Equity in Income of Real Estate Partnership – Equity in income from real estate partnership operations represents the Partnership’s share of the current year’s partnership income as provided for under the terms of the partnership agreements. As is the case with wholly owned real estate, partnership net income is not reduced by depreciation or amortization expense. Frequency of distribution of income is determined by formal agreements or by the executive committee of the partnership.
     
  L: Federal Income Taxes – The Partnership is not a taxable entity under the provisions of the Internal Revenue Code. The income and capital gains and losses of the Partnership are attributed, for federal income tax purposes, to the Partners in the Partnership. The Partnership may be subject to state and local taxes in jurisdictions in which it operates.

F-18


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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OF
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP

For Years Ended December 31, 2005, 2004, and 2003
 
Note 2: Summary of Significant Accounting Policies (continued)
     
  M: New Accounting Pronouncements – FASB Interpretation No. 46, “Consolidation of Variable Interest Entities”, (“FIN 46”) was issued in January 2003. In December 2003, FASB issued a revised interpretation of FIN 46 (“FIN 46-R”), which supersedes FIN 46.
 
    FIN 46-R defers the effective date for applying the provisions of FIN-46 for those companies currently accounting for their investments in accordance with the AICPA Audit and Accounting Guide, “Audits of Investment Companies” (the “Audit Guide”). The effective date is delayed while the AICPA finalizes the proposed Statement of Position (“SOP”) on the clarification of the scope of the Audit Guide. Following the issuance of the final SOP, the FASB will consider modifying FIN 46-R to provide an exception for companies that apply the Audit Guide. The Partnership is awaiting the final determination from the FASB in order to evaluate the extent in which, if any, its equity investments may need to be consolidated as a result of this FIN 46-R.
 
Note 3: Disclosure of Supplemental Cash Flow Information and Non-Cash Investing and Financing Activity
 
Cash paid for interest during the years ended December 31, 2005, 2004, and 2003 was $2,324,397, $2,595,651, and $2,462,387, respectively.
 
During the fourth quarter of 2005, a minority interest partner bought out the Account’s investment in a consolidated real estate partnership resulting in net proceeds of $15.9 million. This transaction resulted in the assumption of a mortgage loan by the partner of approximately $10.0 million and a reduction of the partner’s minority interest of $3.7 million.

F-19


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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OF
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP
For Years Ended December 31, 2005, 2004, and 2003

Note 4: Real Estate Partnership

Real estate partnership is valued at the Partnership’s equity in net assets as reflected by the partnership’s financial statements with properties valued as indicated in Note 2C above. The Partnership’s combined financial position and results of operations are summarized as follows (in 000’s):

  December 31,  
    2005     2004  
 




 
Partnership Assets and Liabilities            
   Real estate at estimated market value $ 34,365   $ 34,200  
   Other assets   1,384     1,217  
 

 

 
      Total assets   35,749     35,417  
 

 

 
             
   Investment level debt   18,272     18,564  
   Other liabilities   551     370  
 

 

 
      Total liabilities   18,823     18,934  
 

 

 
             
   Net assets $ 16,926   $ 16,483  
 

 

 
             
Partnership's share of net assets $ 14,349   $ 12,127  
 

 

 

  Year Ended December 31,  
  2005   2004   2003  
Partnership Operations








 
   Rental revenue $ 4,115   $ 3,125   $ 3,114  
   Other revenue       1,710     1,360  
 

 

 

 
   Total revenue   4,115     4,835     4,474  
 

 

 

 
   Real estate expenses and taxes   2,326     2,481     2,196  
   Interst Expense   1,477     1,500     1,555  
 

 

 

 
   Total Expenses   3,803     3,981     3,751  
 

 

 

 
   Net Investment Income $ 312   $ 854   $ 723  
 

 

 

 
                   
Partnership's equity in income of real estate partnerships $ 253   $ 629   $ 561  
 

 

 

 

F-20


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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OF
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP
For Years Ended December 31, 2005, 2004, and 2003

Note 5: Investment Level Debt

Debt includes mortgage loans payable as summarized below (in 000’s):

  As of 12/31/05     As of 12/31/04   As of 12/31/05
 




 

 




  100%
Principal
Balance
Outstanding
    Partnership's
Share of
Principal
Balance
Outstanding
1
  100%
Principal
Balance
Outstanding
  Interest
Rate
2
  Maturity
Date
  Terms 3
 

 

 

 
 
 
Mortgages of Wholly Owned Properties & Consolidated Partnerships                  
Jacksonville, FL $   $   $ 10,000      
Hampton, VA   8,671     8,671     9,075   6.75%   2018   PP, P&I
Ocean City, MD   7,025     5,220     7,199   7.24%   2008   PP, P&I
Raleigh, NC   8,750     8,750     8,750   3.09%   2008   PP, I
Atlanta, GA   8,749     8,749     8,750   4.90%   2009   PP, P&I
 

 

 

           
Total $ 33,196   $ 31,390   $ 43,774            
 

 

 

           
                             
Mortgages on Equity Partnerships                            
Kansas City, MO - Ten Quivira $ 6,575   $ 4,839   $ 6,680   8.16%   2007   PP, P&I
Kansas City, MO- Ten Quivira Parcel   946     696     961   8.16%   2007   PP, P&I
Kansas City, MO - Cherokee Hill   3,032     2,232     3,083   7.79%   2007   PP, P&I
Kansas City, KS - Devonshire   2,108     1,551     2,140   8.16%   2007   PP, P&I
Kansas City, MO - Brywood Center   5,611     4,130     5,700   8.16%   2007   PP, P&I
 

 

 

           
Total $ 18,272   $ 13,448   $ 18,564            
 

 

 

           

1. Represents the Partnership's interest in the loan based upon the estimated percentage of net assets which would be distributed to the Partnership if the partnership were liquidated at December 31, 2005. It does not represent the Partnership's legal obligation.
 
2. The Partnership's weighted average interest rate at December 31, 2005 and 2004 were 6.14% and 5.84%, respectively. The weighted average interest rates were calculated using the Partnership's annualized interest expense for each loan (derived using the same percentage as that in (*) above) divided by the Partnership's share of total debt.
 
3. Loan Terms PP=Prepayment penalties applicable to loan, I=Interest only, P&I=Principal and Interest

F-21


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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OF
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP
For Years Ended December 31, 2005, 2004, and 2003

Note 5: Investment Level Debt, (continued)

As of December 31, 2005, mortgage loans payable on wholly owned properties and consolidated partnerships are payable as follows:

Year Ending December 31,   (in 000's)  

 


 
            2006   $   549  
            2007       588  
            2008     16,026  
            2009     9,277  
            2010       565  
    Thereafter     6,191  
   

 
          Total   $ 33,196  
   

 

The mortgage loans payable of wholly owned properties and consolidated partnerships are secured by real estate investments with an estimated market value of $84.0 million.

As of December 31, 2005, principal amounts of mortgage loans payable on the equity partnerships are payable as follows:

    100% Loan Balance   Partnership's Share  
Year Ending December 31,   (in 000's)   (in 000's)  

 
 
 
   2006   $ 291   $ 214  
   2007     17,981     13,234  
   

 

 
   Total   $ 18,272   $ 13,448  
   

 

 

Based on borrowing rates available to the Partnership at December 31, 2005 for loans with similar terms and average maturities, the Partnership’s mortgages on wholly owned properties and consolidated partnerships have an estimated fair value of approximately $33.8 million, and a carrying value of $33.2 million. The Partnership’s share of equity partnership debt has an estimated fair value of approximately $13.2 million and a carrying value of $13.4 million. Different assumptions or changes in future market conditions could significantly affect estimated fair value.

F-22


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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OF
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP
For Years Ended December 31, 2005, 2004, and 2003

Note 6: Purchase Commitment Obligations

Purchase commitments includes forward commitments without conditions waived, commitments to purchase real estate and/or fund additional expenditures on previously acquired properties and loan take out agreements. Certain purchases of real estate are contingent on a developer building the real estate according to plans and specifications outlined in the pre-sale agreement or the property achieving a certain level of leasing. It is anticipated that funding will be provided by operating cash flow, real estate investment sales and deposits from the Partnership.

As of December 31, 2005, the Partnership had the following outstanding purchase commitments:

  Commitments  
Property Type (000's)  


 
Apartments $ 20,805  
Retail   23,044  
 

 
Total $ 43,849  
 

 

NOTE 7: Concentration of Risk on Real Estate Investments

At December 31, 2005, the Partnership had real estate investments located throughout the United States. The diversification of the Partnership’s holdings based on the estimated market values and established NCREIF regions is as follows:

    Estimated      
    Market Value      
        Region   (in 000's)   Region %  

 

 
 
East North Central   $ 10,000   5.07 %
Mideast     71,080   36.03 %
Midwest     1,053   0.53 %
Mountain     11,705   5.93 %
Northeast     1,469   0.74 %
Northwest     107   0.05 %
Pacific     20,866   10.58 %
Southeast     71,119   36.05 %
Southwest     1,777   0.90 %
West     896   0.45 %
West North Central     7,184   3.64 %
   

 
 
             
      Total   $ 197,255   100.00 %
   

 
 

F-23


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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OF
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP
For Years Ended December 31, 2005, 2004, and 2003

NOTE 7: Concentration of Risk on Real Estate Investments, (continued)

The allocations on the previous page are based on (1) 100% of the estimated market value of wholly-owned properties and consolidated joint ventures and mortgage and other loans receivable, and (2) the estimated market value of the Partnership’s net equity in non-consolidated ventures.

Note 8: Leasing Activity

The Partnership leases space to tenants under various operating lease agreements. These agreements, without giving effect to renewal options, have expiration dates ranging from 2006 to 2025. At December 31, 2005, the aggregate future minimum base rental payments under non-cancelable operating leases for wholly owned and consolidated joint venture properties by year are as follows:

Year Ending December 31,   (in 000's)  

 

 
           2006   $ 11,829  
           2007     11,218  
           2008     10,252  
           2009     7,458  
           2010     6,188  
   Thereafter     18,316  
   

 
         Total   $ 65,261  
   

 

Note 9: Commitments and Contingencies

In 1986, Prudential committed to fund up to $100 million to enable the Partnership to acquire real estate investments. Contributions to the Partnership under this commitment have been utilized for property acquisitions, and were to be returned to Prudential on an ongoing basis from contract owners’ net contributions and other available cash. The amount of the commitment has been reduced by $10 million for every $100 million in current value net assets of the Partnership. As of December 31, 2005, the cost basis of Prudential’s equity interest in the Partnership under this commitment (held through the Real Property Accounts) was $44.2 million. Prudential terminated this commitment on December 31, 2002.

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 Prudential's management, the outcome of such matters will not have a significant effect on the financial position of the Partnership.

Note 10: Other 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 years ended December 31, 2005, 2004 and 2003 management fees incurred by the Partnership were $2.8 million, $2.7 million, and $2.5 million for each of the years, respectively.

F-24


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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OF
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP
For Years Ended December 31, 2005, 2004, and 2003

Note 10: Other Related Party Transactions, continued

The Partnership also reimburses PIM for certain administrative services rendered by PIM. The amounts incurred for the years ended December 31, 2005, 2004 and 2003 were $123,630; $141,130; and $132,380, respectively, and are classified as administrative expenses in the Consolidated Statements of Operations.

During the years ended December 31, 2005, 2004 and 2003, the Partnership made the following distributions to the Partners:

Year Ended December 31,     (000's)  

 

 
2005   $ 6,000  
2004   $ 6,000  
2003   $ 6,856  

F-25


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THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP
SCHEDULE III – REAL ESTATE OWNED: PROPERTIES
DECEMBER 31, 2005

    Initial Costs to the Partnership       Gross Amount at Which
Carried at Close of Year
 
     
     
 
Description
  Encumbrances
at 12/31/05
  Land   Building &
Improvements
  Costs
Capitalized
Subsequent to
Acquisition
    Land   Building &
Improvements
    Total   Year of
Construction
  Date
Acquired
 

 
 
 
 
   
 
   
 
 
 
Properties:
                                         
                                         
Office Building
Lisle, IL
  None   1,780,000   15,743,881   5,649,154     1,949,206   21,223,829     23,173,035   1985   Apr., 1988  
                                         
Garden Apartments
Atlanta, GA
  8,749,000   3,631,212   11,168,904   3,681,260 (b)   4,860,054   13,621,322     18,481,376   1987   Apr., 1988  
                                           
Retail Shopping Center
Roswell, GA
  None   9,454,622   21,513,677   6,678,432     11,135,594   26,511,137     37,646,731   1988   Jan., 1989  
                                           
Garden Apartments
Raleigh, NC
  8,750,000   1,623,146   14,135,553   412,083     1,707,038   14,463,744     16,170,782   1995   Jun., 1995  
                                           
Office Building
Nashville, TN
  None   1,797,000   6,588,451   2,518,474     1,855,338   9,048,587     10,903,925   1982   Oct., 1995  
                                           
Retail Shopping Center
Ocean City, MD
  7,025,473   1,517,099   8,495,039   5,316,698     1,517,099   13,811,737     15,328,836   1986   Nov., 2002  
                                           
Hotel
Portland, OR
    1,500,000   6,508,729   815,056     1,500,000   7,323,785     8,823,785   1989   Dec., 2003  
                                           
Office Building
Beaverton, OR
  None   816,415   9,897,307   1,332,852     845,887   11,200,687     12,046,574   1995   Dec., 1996  
                                           
Industrial Building
Aurora, CO
  None   1,338,175   7,202,411   2,283,033     1,415,159   9,408,460     10,823,619   1997   Sep., 1997  
                                           
Office Complex
Brentwood, TN
  None   2,425,000   7,063,755   2,844,396     2,463,600   9,869,551     12,333,151   1987   Oct., 1997  
                                           
Retail Shopping Center
Hampton, VA
  8,671,134   2,339,100   12,767,956   2,928,278     4,839,418   13,195,916     18,035,334   1998   May, 2001  
   
 
 
 
   
 
   
         
    33,195,607   28,221,769   121,085,663   34,459,716     34,088,393   149,678,755     183,767,148          
   
 
 
 
   
 
   
         
    2005   2004   2003        
   
 
 
       
(a)
Balance at beginning of year   224,584,885     223,943,870     215,592,277            
       Additions:                            
            Acquisitions             8,008,729            
            Improvements, etc.   6,187,973     7,502,358     6,942,346            
                               
       Deletions:                            
            Sale   (47,005,710 )   (6,861,343 )   (6,599,482 )          
   
 
 
       
  Balance at end of year   183,767,148     224,584,885     223,943,870            
   
 
 
       
                               
(b)
Net of $1,000,000 settlement received from lawsuit.              

F-26


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Mortgage Loan Receivable

THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP
SCHEDULE IV – MORTGAGE LOANS ON REAL ESTATE
DECEMBER 31, 2005


Description
Interest
Rate
Final Maturity
Date
Periodic
payment
Terms
Prior
Liens
Face
Amount of
Mortgages
Carrying
Amount of
Mortgages
Principal amount
of Loans
Subject to
Delinquent
Principal or
Interest
 

   
   
   
   
   
   
   
 
                                             
Loans Receivables:                                            
                                             
Westminster West                                            
Westminster, MD     10.00 %   1/11/2007     I only         4,277,769     4,277,769      
                       
   
   
   
 
                            4,277,769     4,277,769      
                       
   
   
   
 
                                             
                 
2005
2004
                   
                 
   
                   
                                             
      Balance at beginning of year      1,332,060     0                    
           Additions during the period:                                
                New Mortgage loans                                 
                Other – drawdown on loan      2,752,035     1,277,764                    
                Other – accrued interest      493,674     54,296                    
           Deductions during the period:                                 
                Cost of real estate sold                                 
                Foreclosures                                 
                Cost of mortgages sold                                 
                Amortization of premium                                 
                Other – accrued interest
             payment
 
    (300,000 )                        
            
   
                   
      Balance at end of year      4,277,769     1,332,060                    
                 
   
                   
                                             
                                             
                                             

F-27


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POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature appears below, being a director or officer of The Prudential Insurance Company of America, a New Jersey corporation (the “Company”), constitutes and appoints Arthur F. Ryan, Richard J. Carbone, Susan L. Blount and Clifford E. Kirsch, and each of them severally, his or her true and lawful attorney-in-fact and agent with power of substitution and resubstitution to sign in his or her name, place and stead, in any and all capacities, and to do any and all things and execute any and all instruments that such attorneys-in-fact may deem necessary or advisable under the Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements of the U.S. Securities and Exchange Commission (the “Commission”), in connection with the filing with the Commission of an Annual Report on Form 10-K of the Company in respect of The Prudential Variable Contract Real Property Account (the “Registrant”) for the fiscal year ended December 31, 2005 (the “Form 10-K”), including specifically, but without limiting the generality of the foregoing, the power and authority to sign his or her name in his or her capacity as a member of the Board of Directors of the Registrant to the Form 10-K and such other form or forms as may be appropriate to be filed with the Commission as any of them may deem appropriate, together will all exhibits thereto, and to any and all amendments thereto and to any other documents filed with the Commission, as fully and for all intents and purposes as he or she might or could do in person, and hereby ratifies and confirms all that said attorneys-in-fact, each acting alone, and his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, I have hereunto set my hand this 14th day of February 2006.

/s/ Frederic K. Becker
Frederic K. Becker
Director


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POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature appears below, being a director or officer of The Prudential Insurance Company of America, a New Jersey corporation (the “Company”), constitutes and appoints Arthur F. Ryan, Richard J. Carbone, Susan L. Blount and Clifford E. Kirsch, and each of them severally, his or her true and lawful attorney-in-fact and agent with power of substitution and resubstitution to sign in his or her name, place and stead, in any and all capacities, and to do any and all things and execute any and all instruments that such attorneys-in-fact may deem necessary or advisable under the Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements of the U.S. Securities and Exchange Commission (the “Commission”), in connection with the filing with the Commission of an Annual Report on Form 10-K of the Company in respect of The Prudential Variable Contract Real Property Account (the “Registrant”) for the fiscal year ended December 31, 2005 (the “Form 10-K”), including specifically, but without limiting the generality of the foregoing, the power and authority to sign his or her name in his or her capacity as a member of the Board of Directors of the Registrant to the Form 10-K and such other form or forms as may be appropriate to be filed with the Commission as any of them may deem appropriate, together will all exhibits thereto, and to any and all amendments thereto and to any other documents filed with the Commission, as fully and for all intents and purposes as he or she might or could do in person, and hereby ratifies and confirms all that said attorneys-in-fact, each acting alone, and his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, I have hereunto set my hand this 14th day of February 2006.

/s/ Gordon M. Bethune
Gordon M. Bethune
Director


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POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature appears below, being a director or officer of The Prudential Insurance Company of America, a New Jersey corporation (the “Company”), constitutes and appoints Arthur F. Ryan, Richard J. Carbone, Susan L. Blount and Clifford E. Kirsch, and each of them severally, his or her true and lawful attorney-in-fact and agent with power of substitution and resubstitution to sign in his or her name, place and stead, in any and all capacities, and to do any and all things and execute any and all instruments that such attorneys-in-fact may deem necessary or advisable under the Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements of the U.S. Securities and Exchange Commission (the “Commission”), in connection with the filing with the Commission of an Annual Report on Form 10-K of the Company in respect of The Prudential Variable Contract Real Property Account (the “Registrant”) for the fiscal year ended December 31, 2005 (the “Form 10-K”), including specifically, but without limiting the generality of the foregoing, the power and authority to sign his or her name in his or her capacity as a member of the Board of Directors of the Registrant to the Form 10-K and such other form or forms as may be appropriate to be filed with the Commission as any of them may deem appropriate, together will all exhibits thereto, and to any and all amendments thereto and to any other documents filed with the Commission, as fully and for all intents and purposes as he or she might or could do in person, and hereby ratifies and confirms all that said attorneys-in-fact, each acting alone, and his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, I have hereunto set my hand this 14th day of February 2006.

 /s/ Gaston Caperton
Gaston Caperton
Director

 


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POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature appears below, being a director or officer of The Prudential Insurance Company of America, a New Jersey corporation (the “Company”), constitutes and appoints Arthur F. Ryan, Richard J. Carbone, Susan L. Blount and Clifford E. Kirsch, and each of them severally, his or her true and lawful attorney-in-fact and agent with power of substitution and resubstitution to sign in his or her name, place and stead, in any and all capacities, and to do any and all things and execute any and all instruments that such attorneys-in-fact may deem necessary or advisable under the Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements of the U.S. Securities and Exchange Commission (the “Commission”), in connection with the filing with the Commission of an Annual Report on Form 10-K of the Company in respect of The Prudential Variable Contract Real Property Account (the “Registrant”) for the fiscal year ended December 31, 2005 (the “Form 10-K”), including specifically, but without limiting the generality of the foregoing, the power and authority to sign his or her name in his or her capacity as a member of the Board of Directors of the Registrant to the Form 10-K and such other form or forms as may be appropriate to be filed with the Commission as any of them may deem appropriate, together will all exhibits thereto, and to any and all amendments thereto and to any other documents filed with the Commission, as fully and for all intents and purposes as he or she might or could do in person, and hereby ratifies and confirms all that said attorneys-in-fact, each acting alone, and his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, I have hereunto set my hand this 14th day of February 2006.

/s/ Gilbert F. Casellas
Gilbert F. Casellas
Director

 


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POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature appears below, being a director or officer of The Prudential Insurance Company of America, a New Jersey corporation (the “Company”), constitutes and appoints Arthur F. Ryan, Richard J. Carbone, Susan L. Blount and Clifford E. Kirsch, and each of them severally, his or her true and lawful attorney-in-fact and agent with power of substitution and resubstitution to sign in his or her name, place and stead, in any and all capacities, and to do any and all things and execute any and all instruments that such attorneys-in-fact may deem necessary or advisable under the Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements of the U.S. Securities and Exchange Commission (the “Commission”), in connection with the filing with the Commission of an Annual Report on Form 10-K of the Company in respect of The Prudential Variable Contract Real Property Account (the “Registrant”) for the fiscal year ended December 31, 2005 (the “Form 10-K”), including specifically, but without limiting the generality of the foregoing, the power and authority to sign his or her name in his or her capacity as a member of the Board of Directors of the Registrant to the Form 10-K and such other form or forms as may be appropriate to be filed with the Commission as any of them may deem appropriate, together will all exhibits thereto, and to any and all amendments thereto and to any other documents filed with the Commission, as fully and for all intents and purposes as he or she might or could do in person, and hereby ratifies and confirms all that said attorneys-in-fact, each acting alone, and his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, I have hereunto set my hand this 14th day of February 2006.

/s/ James G. Cullen
James G. Cullen
Director

 


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POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature appears below, being a director or officer of The Prudential Insurance Company of America, a New Jersey corporation (the “Company”), constitutes and appoints Arthur F. Ryan, Richard J. Carbone, Susan L. Blount and Clifford E. Kirsch, and each of them severally, his or her true and lawful attorney-in-fact and agent with power of substitution and resubstitution to sign in his or her name, place and stead, in any and all capacities, and to do any and all things and execute any and all instruments that such attorneys-in-fact may deem necessary or advisable under the Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements of the U.S. Securities and Exchange Commission (the “Commission”), in connection with the filing with the Commission of an Annual Report on Form 10-K of the Company in respect of The Prudential Variable Contract Real Property Account (the “Registrant”) for the fiscal year ended December 31, 2005 (the “Form 10-K”), including specifically, but without limiting the generality of the foregoing, the power and authority to sign his or her name in his or her capacity as a member of the Board of Directors of the Registrant to the Form 10-K and such other form or forms as may be appropriate to be filed with the Commission as any of them may deem appropriate, together will all exhibits thereto, and to any and all amendments thereto and to any other documents filed with the Commission, as fully and for all intents and purposes as he or she might or could do in person, and hereby ratifies and confirms all that said attorneys-in-fact, each acting alone, and his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, I have hereunto set my hand this 14th day of February 2006.

/s/ William H. Gray III
William H. Gray III
Director

 


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POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature appears below, being a director or officer of The Prudential Insurance Company of America, a New Jersey corporation (the “Company”), constitutes and appoints Arthur F. Ryan, Richard J. Carbone, Susan L. Blount and Clifford E. Kirsch, and each of them severally, his or her true and lawful attorney-in-fact and agent with power of substitution and resubstitution to sign in his or her name, place and stead, in any and all capacities, and to do any and all things and execute any and all instruments that such attorneys-in-fact may deem necessary or advisable under the Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements of the U.S. Securities and Exchange Commission (the “Commission”), in connection with the filing with the Commission of an Annual Report on Form 10-K of the Company in respect of The Prudential Variable Contract Real Property Account (the “Registrant”) for the fiscal year ended December 31, 2005 (the “Form 10-K”), including specifically, but without limiting the generality of the foregoing, the power and authority to sign his or her name in his or her capacity as a member of the Board of Directors of the Registrant to the Form 10-K and such other form or forms as may be appropriate to be filed with the Commission as any of them may deem appropriate, together will all exhibits thereto, and to any and all amendments thereto and to any other documents filed with the Commission, as fully and for all intents and purposes as he or she might or could do in person, and hereby ratifies and confirms all that said attorneys-in-fact, each acting alone, and his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, I have hereunto set my hand this 14th day of February 2006.

/s/ Jon F. Hanson
Jon F. Hanson
Director

 


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POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature appears below, being a director or officer of The Prudential Insurance Company of America, a New Jersey corporation (the “Company”), constitutes and appoints Arthur F. Ryan, Richard J. Carbone, Susan L. Blount and Clifford E. Kirsch, and each of them severally, his or her true and lawful attorney-in-fact and agent with power of substitution and resubstitution to sign in his or her name, place and stead, in any and all capacities, and to do any and all things and execute any and all instruments that such attorneys-in-fact may deem necessary or advisable under the Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements of the U.S. Securities and Exchange Commission (the “Commission”), in connection with the filing with the Commission of an Annual Report on Form 10-K of the Company in respect of The Prudential Variable Contract Real Property Account (the “Registrant”) for the fiscal year ended December 31, 2005 (the “Form 10-K”), including specifically, but without limiting the generality of the foregoing, the power and authority to sign his or her name in his or her capacity as a member of the Board of Directors of the Registrant to the Form 10-K and such other form or forms as may be appropriate to be filed with the Commission as any of them may deem appropriate, together will all exhibits thereto, and to any and all amendments thereto and to any other documents filed with the Commission, as fully and for all intents and purposes as he or she might or could do in person, and hereby ratifies and confirms all that said attorneys-in-fact, each acting alone, and his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, I have hereunto set my hand this 14th day of February 2006.

/s/ Constance J. Horner
Constance J. Horner
Director

 


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POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature appears below, being a director or officer of The Prudential Insurance Company of America, a New Jersey corporation (the “Company”), constitutes and appoints Arthur F. Ryan, Richard J. Carbone, Susan L. Blount and Clifford E. Kirsch, and each of them severally, his or her true and lawful attorney-in-fact and agent with power of substitution and resubstitution to sign in his or her name, place and stead, in any and all capacities, and to do any and all things and execute any and all instruments that such attorneys-in-fact may deem necessary or advisable under the Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements of the U.S. Securities and Exchange Commission (the “Commission”), in connection with the filing with the Commission of an Annual Report on Form 10-K of the Company in respect of The Prudential Variable Contract Real Property Account (the “Registrant”) for the fiscal year ended December 31, 2005 (the “Form 10-K”), including specifically, but without limiting the generality of the foregoing, the power and authority to sign his or her name in his or her capacity as a member of the Board of Directors of the Registrant to the Form 10-K and such other form or forms as may be appropriate to be filed with the Commission as any of them may deem appropriate, together will all exhibits thereto, and to any and all amendments thereto and to any other documents filed with the Commission, as fully and for all intents and purposes as he or she might or could do in person, and hereby ratifies and confirms all that said attorneys-in-fact, each acting alone, and his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, I have hereunto set my hand this 14th day of February 2006.

/s/ Karl J. Krapek
Karl J. Krapek
Director


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POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature appears below, being a director or officer of The Prudential Insurance Company of America, a New Jersey corporation (the “Company”), constitutes and appoints Arthur F. Ryan, Richard J. Carbone, Susan L. Blount and Clifford E. Kirsch, and each of them severally, his or her true and lawful attorney-in-fact and agent with power of substitution and resubstitution to sign in his or her name, place and stead, in any and all capacities, and to do any and all things and execute any and all instruments that such attorneys-in-fact may deem necessary or advisable under the Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements of the U.S. Securities and Exchange Commission (the “Commission”), in connection with the filing with the Commission of an Annual Report on Form 10-K of the Company in respect of The Prudential Variable Contract Real Property Account (the “Registrant”) for the fiscal year ended December 31, 2005 (the “Form 10-K”), including specifically, but without limiting the generality of the foregoing, the power and authority to sign his or her name in his or her capacity as a member of the Board of Directors of the Registrant to the Form 10-K and such other form or forms as may be appropriate to be filed with the Commission as any of them may deem appropriate, together will all exhibits thereto, and to any and all amendments thereto and to any other documents filed with the Commission, as fully and for all intents and purposes as he or she might or could do in person, and hereby ratifies and confirms all that said attorneys-in-fact, each acting alone, and his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, I have hereunto set my hand this 14th day of February 2006.

/s/ Arthur F. Ryan
Arthur F. Ryan
Director


Back to Index

POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature appears below, being a director or officer of The Prudential Insurance Company of America, a New Jersey corporation (the “Company”), constitutes and appoints Arthur F. Ryan, Richard J. Carbone, Susan L. Blount and Clifford E. Kirsch, and each of them severally, his or her true and lawful attorney-in-fact and agent with power of substitution and resubstitution to sign in his or her name, place and stead, in any and all capacities, and to do any and all things and execute any and all instruments that such attorneys-in-fact may deem necessary or advisable under the Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements of the U.S. Securities and Exchange Commission (the “Commission”), in connection with the filing with the Commission of an Annual Report on Form 10-K of the Company in respect of The Prudential Variable Contract Real Property Account (the “Registrant”) for the fiscal year ended December 31, 2005 (the “Form 10-K”), including specifically, but without limiting the generality of the foregoing, the power and authority to sign his or her name in his or her capacity as a member of the Board of Directors of the Registrant to the Form 10-K and such other form or forms as may be appropriate to be filed with the Commission as any of them may deem appropriate, together will all exhibits thereto, and to any and all amendments thereto and to any other documents filed with the Commission, as fully and for all intents and purposes as he or she might or could do in person, and hereby ratifies and confirms all that said attorneys-in-fact, each acting alone, and his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, I have hereunto set my hand this 14th day of February 2006.

/s/ James A. Unruh
James A. Unruh
Director