Form: 10-Q

Quarterly report [Sections 13 or 15(d)]

10-Q: Quarterly report [Sections 13 or 15(d)]

Published on

================================================================================

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- --- EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2001

OR

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

Commission file number 33-37587

PRUCO LIFE INSURANCE COMPANY

(Exact name of Registrant as specified in its charter)


Arizona 22-1944557
- ------------------------------ ---------------------------------
(State or other jurisdiction, (IRS Employer Identification No.)
incorporation or organization)


213 Washington Street, Newark, New Jersey 07102
-----------------------------------------------------------------
(Address of principal executive offices ) (Zip Code)

(973) 802-3274
-----------------------------------------------------------------
(Registrant's Telephone Number, including area code)


Securities registered pursuant to Section 12 (b) of the Act: NONE
Securities registered pursuant to Section 12 (g) of the Act: NONE

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

YES X NO
--- ---

State the aggregate market value of the voting stock held by
non-affiliates of the registrant: NONE

Indicate the number of shares outstanding of each of the
registrant's classes of common stock, as of November 14, 2001.
Common stock, par value of $10 per share: 250,000 shares
outstanding

===============================================================================


PRUCO LIFE INSURANCE COMPANY

INDEX TO FINANCIAL STATEMENTS



Page No.
--------


Cover Page -

Index 2

PART I - Financial Information
------------------------------

Item 1. (Unaudited) Financial Statements

Consolidated Statements of Financial Position
As of September 30, 2001 and December 31, 2000 3

Consolidated Statements of Operations and Comprehensive Income
Nine and Three months ended September 30, 2001 and 2000 4

Consolidated Statements of Changes in Stockholder's Equity
Periods ended September 30, 2001 and December 31, 2000 and 1999 5

Consolidated Statements of Cash Flows
Nine months ended September 30, 2001 and 2000 6

Notes to Consolidated Financial Statements 7


Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 10

Item 3. Quantitative and Qualitative Disclosures About Market Risk 13


PART II - Other Information
---------------------------

Item 2. Changes in Securities and Use of Proceeds 14

Item 6. Exhibits and Reports on Form 8-K 15

Signature Page 16


2


Pruco Life Insurance Company and Subsidiaries

Consolidated Statements of Financial Position
As of September 30, 2001 and December 31, 2000 (In Thousands)
- --------------------------------------------------------------------------------


(Unaudited)
September 30, December 31,
2001 2000
-----------------------------------

ASSETS
Fixed maturities
Available for sale, at fair value (amortized cost, 2001: $3,922,569; 2000: $3,552,244) $ 4,040,907 $ 3,561,521
Held to maturity, at amortized cost (fair value, 2000: $320,634) -- 324,546
Equity securities - available for sale, at fair value (cost, 2001: $251; 2000: $13,446) 509 10,804
Mortgage loans on real estate 8,504 9,327
Policy loans 870,610 855,374
Short-term investments 88,091 202,815
Other long-term investments 103,008 83,738
------------ ------------
Total investments 5,111,629 5,048,125
Cash and cash equivalents 464,629 453,071
Deferred policy acquisition costs 1,104,195 1,132,653
Deferred ceding commissions 69,961 --
Accrued investment income 80,409 82,297
Reinsurance recoverable 212,379 31,568
Receivables from affiliates 39,238 51,586
Other assets 30,530 29,445
Separate Account assets 13,771,222 16,230,264
------------ ------------
TOTAL ASSETS $ 20,884,192 $ 23,059,009
============ ============
LIABILITIES AND STOCKHOLDER'S EQUITY
Liabilities
Policyholders' account balances $ 3,752,714 $ 3,646,668
Future policy benefits and other policyholder liabilities 772,761 702,862
Cash collateral for loaned securities 195,081 185,849
Securities sold under agreement to repurchase 82,712 104,098
Income taxes payable 282,692 235,795
Other liabilities 163,256 120,891
Separate Account liabilities 13,771,222 16,230,264
------------ ------------
Total liabilities 19,020,438 21,226,427
------------ ------------
Contingencies (See Footnote 2)
Stockholder's Equity
Common stock, $10 par value;
1,000,000 shares, authorized;
250,000 shares, issued and outstanding 2,500 2,500
Paid-in-capital 466,748 466,748
Retained earnings 1,339,178 1,361,924

Accumulated other comprehensive income
Net unrealized investment gains 55,328 4,730
Foreign currency translation adjustments -- (3,320)
------------ ------------
Accumulated other comprehensive income 55,328 1,410
------------ ------------
Total stockholder's equity 1,863,754 1,832,582
------------ ------------
TOTAL LIABILITIES AND
STOCKHOLDER'S EQUITY $ 20,884,192 $ 23,059,009
============ ============


See Notes to Consolidated Financial Statements

3


Pruco Life Insurance Company and Subsidiaries

Consolidated Statements of Operations and Comprehensive Income (Unaudited)
Nine and Three Months Ended September 30, 2001 and 2000 (In Thousands)
- --------------------------------------------------------------------------------


Nine months ended Three months ended
September 30, September 30,
2001 2000 2001 2000
--------- --------- --------- ---------

REVENUES

Premiums $ 62,522 $ 87,695 $ 15,168 $ 26,967
Policy charges and fee income 362,762 350,779 122,432 121,372
Net investment income 260,303 248,495 85,500 80,520
Realized investment losses, net (36,314) (15,222) (36,621) (1,228)
Asset management fees 6,085 53,702 2,216 18,850
Other income 2,560 685 1,820 275
--------- --------- --------- ---------

Total revenues 657,918 726,134 190,515 246,756
--------- --------- --------- ---------

BENEFITS AND EXPENSES

Policyholders' benefits 179,968 181,172 64,478 63,452
Interest credited to policyholders'
account balances 147,316 123,490 49,283 44,039
General, administrative and other expenses 307,948 304,903 106,887 92,354
--------- --------- --------- ---------

Total benefits and expenses 635,232 609,565 220,648 199,845
--------- --------- --------- ---------
Income (loss) from operations before
income taxes 22,686 116,569 (30,133) 46,911
--------- --------- --------- ---------

Income tax provision (benefit) 2,921 39,956 (8,365) 16,419
--------- --------- --------- ---------

NET INCOME (LOSS) $ 19,765 $ 76,613 $ (21,768) $ 30,492
--------- --------- --------- ---------
Other comprehensive income, net of tax:

Unrealized gains on securities, net of
reclassification adjustment 50,598 14,271 41,202 13,696

Foreign currency translation adjustments 3,320 123 -- 1,550
--------- --------- --------- ---------

Other comprehensive income 53,918 14,394 41,202 15,246
--------- --------- --------- ---------

TOTAL COMPREHENSIVE INCOME $ 73,683 $ 91,007 $ 19,434 $ 45,738
========= ========= ========= =========



See Notes to Consolidated Financial Statements

4

Pruco Life Insurance Company and Subsidiaries

Consolidated Statements of Changes in Stockholder's Equity (Unaudited)
Periods Ended September 30, 2001 and December 31, 2000 and 1999 (In Thousands)
- --------------------------------------------------------------------------------


Accumulated
other Total
Common Paid-in- Retained comprehensive stockholder's
stock capital earnings income (loss) equity
----------- ----------- ----------- ----------- -----------

Balance, January 1, 1999 $ 2,500 $ 439,582 $ 1,202,833 $ 8,317 $ 1,653,232

Net income -- -- 55,595 -- 55,595

Change in foreign currency
translation adjustments, -- -- -- (742) (742)
net of taxes

Change in net unrealized
investment losses, net of -- -- -- (38,266) (38,266)
reclassification adjustment
and taxes
----------- ----------- ----------- ----------- -----------
Balance, December 31, 1999 $ 2,500 $ 439,582 $ 1,258,428 $ (30,691) $ 1,669,819

Net income -- -- 103,496 -- 103,496

Contribution from Parent -- 27,166 -- -- 27,166
Change in foreign currency
translation adjustments, -- -- -- (993) (993)
net of taxes

Change in net unrealized
investment losses, net of -- -- -- 33,094 33,094
reclassification adjustment
and taxes
----------- ----------- ----------- ----------- -----------
Balance, December 31, 2000 $ 2,500 $ 466,748 $ 1,361,924 $ 1,410 $ 1,832,582

Net income -- -- 19,765 -- 19,765

Dividends (42,511) (42,511)
Change in foreign currency
translation adjustments, -- -- -- 3,320 3,320
net of taxes

Change in net unrealized
investment gains, net of
reclassification adjustment -- -- -- 50,598 50,598
and taxes
----------- ----------- ----------- ----------- -----------
Balance, September 30, 2001 $ 2,500 $ 466,748 $ 1,339,178 $ 55,328 $ 1,863,754
=========== =========== =========== =========== ===========



See Notes to Consolidated Financial Statements

5


Pruco Life Insurance Company and Subsidiaries

Consolidated Statements of Cash Flows (Unaudited)
Nine Months Ended September 30, 2001 and 2000 (In Thousands)
- --------------------------------------------------------------------------------


2001 2000
----------- -----------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 19,765 $ 76,613
Adjustments to reconcile net income to net cash (used in)
provided by operating activities:
Policy charges and fee income (38,777) (50,971)
Interest credited to policyholders' account balances 147,316 123,490
Realized investment losses, net 36,314 15,222
Amortization and other non-cash items (63,520) (8,372)
Change in:
Future policy benefits and other policyholders' liabilities 69,899 57,423
Accrued investment income 1,888 (10,231)
Receivables from affiliates 12,348 23,524
Policy loans (37,190) (52,328)
Deferred policy acquisition costs and ceding commissions (41,503) (75,914)
Income taxes payable 55,435 88,333
Other, net 17,334 16,593
----------- -----------
Cash Flows From Operating Activities $ 179,309 $ 203,382
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from the sale/maturity of:
Fixed maturities:
Available for sale 2,233,807 1,703,145
Held to maturity -- 35,180
Equity securities 276 1,147
Mortgage loans on real estate 823 864
Payments for the purchase of:
Fixed maturities:
Available for sale (2,422,074) (2,004,763)
Equity securities (184) (5,503)
Cash collateral for loaned securities, net 9,232 87,309
Securities sold under agreement to repurchase, net (21,386) 29,540
Other long-term investments (19,678) (10,583)
Short-term investments, net 114,755 (9,607)
----------- -----------
Cash Flows Used In Investing Activities (104,429) (173,271)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Policyholders' account balances:
Deposits 1,033,550 1,894,558
Withdrawals (1,031,396) (1,638,109)
Cash provided to affiliate (65,476) --
----------- -----------
Cash Flows From Financing Activities (63,322) 256,449
----------- -----------
Net increase in Cash and cash equivalents 11,558 286,560
Cash and cash equivalents, beginning of year 453,071 198,994
----------- -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 464,629 $ 485,554
=========== ===========




See Notes to Consolidated Financial Statements

6

Pruco Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements(Unaudited)
- --------------------------------------------------------------------------------
1. BASIS OF PRESENTATION

The accompanying interim consolidated financial statements have been prepared
pursuant to the rules and regulations for reporting on Form 10-Q on the basis of
accounting principles generally accepted in the United States. These interim
financial statements are unaudited but reflect all adjustments which, in the
opinion of management, are necessary to provide a fair presentation of the
consolidated results of operations and financial condition of the Pruco Life
Insurance Company ("the Company"), a wholly owned subsidiary of The Prudential
Insurance Company of America ("Prudential"), for the interim periods presented.
All such adjustments are of a normal recurring nature. The results of operations
for any interim period are not necessarily indicative of results for a full
year. Certain amounts in the Company's prior year consolidated financial
statements have been reclassified to conform with the 2001 presentation. These
financial statements should be read in conjunction with the consolidated
financial statements and notes thereto contained in the Company's Annual Report
on Form 10-K for the year ended December 31, 2000.

2. CONTINGENCIES AND LITIGATION

Prudential and the Company are subject to legal and regulatory actions in the
ordinary course of their businesses, including class actions. Pending legal and
regulatory actions include proceedings relating to aspects of the businesses and
operations that are specific to the Company and Prudential and that are typical
of the businesses in which the Company and Prudential operate. Some of these
proceedings have been brought on behalf of various alleged classes of
complainants. In certain of these matters, the plaintiffs are seeking large
and/or indeterminate amounts, including punitive or exemplary damages.

Beginning in 1995, regulatory authorities and customers brought significant
regulatory actions and civil litigation against the Company and Prudential
involving individual life insurance sales practices. In 1996, Prudential, on
behalf of itself and many of its life insurance subsidiaries including the
Company entered into settlement agreements with relevant insurance regulatory
authorities and plaintiffs in the principal life insurance sales practices class
action lawsuit covering policyholders of individual permanent life insurance
policies issued in the United States from 1982 to 1995. Pursuant to the
settlements, the companies agreed to various changes to their sales and business
practices controls, to a series of fines, and to provide specific forms of
relief to eligible class members. Virtually all claims by class members filed in
connection with the settlements have been resolved and virtually all aspects of
the remediation program have been satisfied. While the approval of the class
action settlement is now final, Prudential and the Company remain subject to
oversight and review by insurance regulators and other regulatory authorities
with respect to its sales practices and the conduct of the remediation program.
The U.S. District Court has also retained jurisdiction as to all matters
relating to the administration, consummation, enforcement and interpretation of
the settlements. As of June 30, 2001, virtually all aspects of the settlement
have been satisfied.

As of September 30, 2001, Prudential and/or the Company remained a party to
approximately 44 individual sales practices actions filed by policyholders who
"opted out" of the class action settlement relating to permanent life insurance
policies issued in the United States between 1982 and 1995. In addition, there
were 36 sales practices actions pending that were filed by policyholders who
were members of the class and who failed to "opt out" of the class action
settlement. Prudential and the Company believe that those actions are governed
by the class settlement release and expects them to be enjoined and/or
dismissed. Additional suits may be filed by class members who "opted out" of the
class settlements or who failed to "opt out" but nevertheless seek to proceed
against Prudential and/or the Company. A number of the plaintiffs in these cases
seek large and/or indeterminate amounts, including punitive or exemplary
damages. Some of these actions are brought on behalf of multiple plaintiffs. It
is possible that substantial punitive damages might be awarded in any of these
actions and particularly in an action involving multiple plaintiffs.

Prudential has indemnified the Company for any liabilities incurred in
connection with sales practices litigation covering policyholders of individual
permanent life insurance policies issued in the United States from 1982 to 1995.

7

2. CONTINGENCIES AND LITIGATION (continued)

On August 13, 2000, plaintiffs filed a purported national class action against
us in the District Court of Valencia County, New Mexico, Azar, et al. v.
Prudential, based upon the alleged failure to adequately disclose the increased
costs associated with payment of life insurance premiums on a "modal" basis,
i.e., more frequently than once a year. Similar actions have been filed in New
Mexico against over a dozen other insurance companies. The complaint includes
allegations that we should have disclosed to each policyholder who paid for
coverage on a modal basis the dollar cost difference between the modal premium
and the annual premium required for the policy, as well as the effective annual
percentage rate of interest of such difference. Based on these allegations,
plaintiffs assert statutory claims including violation of the New Mexico Unfair
Practices Act, and common law claims for breach of the implied covenant of good
faith and fair dealing, breach of fiduciary duty, unjust enrichment and
fraudulent concealment. The complaint seeks injunctive relief, compensatory and
punitive damages, both in unspecified amounts, restitution, treble damages,
pre-judgment interest, costs and attorneys' fees. We filed an answer denying the
claims. Thereafter, both we and the plaintiffs filed separate motions for
summary judgment. On March 9, 2001, the court entered an order granting summary
judgment to plaintiffs as to liability, permitting us to appeal the order and
staying the case pending completion of the appeal proceeding. The appeals court
has agreed to hear the appeal and the briefing has been completed.

The balance of the Company's litigation is subject to many uncertainties, and
given the complexity and scope, the outcomes cannot be predicted. It is possible
that the results of operations or the cash flow of the Company in a particular
quarterly or annual period could be materially affected by an ultimate
unfavorable resolution of pending litigation and regulatory matters. Management
believes, however, that the ultimate outcome of all pending litigation and
regulatory matters should not have a material adverse effect on the Company's
financial position.

3. RELATED PARTY TRANSACTIONS

The Company has extensive transactions and relationships with Prudential and
other affiliates. It is possible that the terms of these transactions are not
the same as those that would result from transactions among wholly unrelated
parties.

Expense Charges and Allocations
All of the Company's expenses are allocations or charges from Prudential or
other affiliates. These expenses can be grouped into the following categories:
general and administrative expenses, retail distribution expenses and asset
management fees.

The Company's general and administrative expenses are charged to the Company
using allocation methodologies based on business processes. Management believes
that the methodology is reasonable and reflects costs incurred by Prudential to
process transactions on behalf of the Company. Prudential and the Company
operate under service and lease agreements whereby services of officers and
employees, supplies, use of equipment and office space are provided by
Prudential.

The Company is allocated estimated distribution expenses from Prudential's
retail agency network for both its domestic life and annuity products. The
Company has capitalized the majority of these distribution expenses as deferred
policy acquisition costs. Beginning April 1, 2000, Prudential and the Company
agreed to revise the estimate of allocated distribution expenses to reflect a
market based pricing arrangement.

In accordance with a profit sharing agreement with Prudential that was in effect
through December 31, 2000, the Company received fee income from policyholder
account balances invested in the Prudential Series Funds ("PSF"). These revenues
were recorded as "Asset management fees" in the Consolidated Statements of
Operations and Comprehensive Income. The Company was charged an asset management
fee by Prudential Global Asset Management ("PGAM") and Jennison Associates LLC
("Jennison") for managing the PSF portfolio. These fees are a component of
"general, administrative and other expenses."

On September 29, 2000, the Board of Directors for the Prudential Series Fund,
Inc. ("PSFI") adopted resolutions to terminate the existing management agreement
between PSFI and Prudential, and has appointed another subsidiary of Prudential
as the fund manager for the PSF. The change was approved by the shareholders of
PSF during early 2001 and effective January 1, 2001, the Company no longer
receives fees associated with the PSF. In addition, the Company will no longer
incur the asset management expense from PGAM and Jennison associated with the
PSF.

8

Corporate Owned Life Insurance
The Company has sold three Corporate Owned Life Insurance ("COLI") policies to
Prudential. The cash surrender value included in Separate Accounts was $608.4
million and $685.9 million at September 30, 2001 and December 31, 2000,
respectively. The fees received related to the COLI policies were $4.7 million
for the period ending September 30, 2001.

Reinsurance
The Company currently has four reinsurance agreements in place with Prudential
and affiliates. Specifically, the Company has a reinsurance Group Annuity
Contract, whereby the reinsurer, in consideration for a single premium payment
by the Company, provides reinsurance equal to 100% of all payments due under the
contract. In addition there are two yearly renewable term agreements in which
the Company may offer and the reinsurer may accept reinsurance on any life in
excess of the Company's maximum limit of retention. The Company is not relieved
of its primary obligation to the policyholder as a result of these reinsurance
transactions. These agreements had no material effect on net income for the
periods ended September 30, 2001 or 2000. The fourth agreement which is new for
2001 is described below.

On January 31, 2001, the Company transferred all of its assets and liabilities
associated with the Company's Taiwan branch including Taiwan's insurance book of
business to an affiliated Company, Prudential Life Insurance Company of Taiwan
Inc. ("Prudential of Taiwan"), a wholly owned subsidiary of Prudential.

The mechanism used to transfer this block of business in Taiwan is referred to
as a "full acquisition and assumption" transaction. Under this mechanism, the
Company is jointly liable with Prudential of Taiwan for two years from the
giving of notice to all obligees for all matured obligations and for two years
after the maturity date of not-yet-matured obligations. Prudential of Taiwan is
also contractually liable, under indemnification provisions of the transaction,
for any liabilities that may be asserted against the Company. The transfer of
the insurance related assets and liabilities was accounted for as a
long-duration coinsurance transaction under accounting principles generally
accepted in the United States. Under this accounting treatment, the insurance
related liabilities remain on the books of the Company and an offsetting
reinsurance recoverable is established.

As part of this transaction, the Company made a capital contribution to
Prudential of Taiwan in the amount of the net equity of the Company's Taiwan
branch as of the date of transfer. In July 2001, the Company dividended its
interest in Prudential of Taiwan to Prudential.

Premiums and benefits ceded for the period ending September 30, 2001 from the
Taiwan coinsurance agreement were $59.5 million and $9.2 million, respectively.


Debt Agreements
In July 1998, the Company established a revolving line of credit facility of up
to $500 million with Prudential Funding LLC, a wholly owned subsidiary of
Prudential. There was no outstanding debt relating to this credit facility as of
September 30, 2001 or December 31, 2000.


9

Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
- --------------------------------------------------------------------------------

The following analysis should be read in conjunction with the Notes to
Consolidated Financial Statements.

The Company sells interest-sensitive individual life insurance and variable life
insurance, term life insurance, individual variable and fixed annuities, and a
non-participating guaranteed interest contract ("GIC") called Prudential Credit
Enhanced GIC ("PACE") primarily through Prudential's sales force in the United
States. These markets are subject to regulatory oversight with particular
emphasis placed on company solvency and sales practices. These markets are also
subject to increasing competitive pressure as the legal barriers, which have
historically segregated the markets of the financial services industry, have
been changed through both legislative and judicial processes. Regulatory changes
have opened the insurance industry to competition from other financial
institutions, particularly banks and mutual funds that are positioned to deliver
competing investment products through large, stable distribution channels. The
Company also had marketed individual life insurance through its branch office in
Taiwan. The Taiwan branch was transferred to an affiliated Company on January
31, 2001, as described in the Notes to the Financial Statements. Beginning
February 1, 2001, Taiwan's net income is not included in the Company's results
of operations.

Generally, policyholders who purchase the Company's products have the option of
investing in the Separate Accounts, segregated funds for which investment risks
are borne by the customer, or the Company's portfolio, referred to as the
General Account. The Company earns its profits through policy fees charged
primarily to Separate Account annuity and life policyholders and through the
interest spread for the GIC and certain annuity and individual life products.
Policy fees are assessed on the policyholder fund balances. These fund values
are affected by net sales (sales less withdrawals), changes in interest rates
and investment returns. The interest spread represents the difference between
the investment income earned on the Company's investment portfolio that supports
the products and the amount of interest credited to the policyholders' accounts.
Products that generate spread income primarily include the GIC product, general
account individual life insurance products, fixed annuities and the fixed-rate
option of variable annuities. The majority of the fund balances and new sales,
except for the GIC product, are in the Separate Accounts.

The Company's Changes in Financial Position and Results of Operations are
described below.

1. Analysis of Financial Condition

From December 31, 2000 to September 30, 2001 there was a decrease of $2,175
million in total assets from $23,059 million to $20,884 million, the majority of
which relates to a $2,459 million decrease in Separate Accounts primarily from
stock market declines, as described below. The fixed maturity portfolio
increased $155 million resulting from unrealized appreciation from declining
interest rates and from positive cash inflows. The transfer of the Company's
Taiwan branch reduced investments and other assets but is offset by the
establishment of reinsurance recoverable. The Company also reclassified
held-to-maturity securities, amounting to $324.5 million at January 1, 2001 to
the available-for-sale category.

During this nine-month period, liabilities decreased by $2,206 million from
$21,226 million to $19,020 million. Corresponding with the asset change,
Separate Account liabilities decreased by $2,459 million as a result of net
investment losses of $2,561 million, expense disbursements and other changes of
$195 million, offset by net sales of $297 million. Current year net sales of
$297 million ($1,210 million of contributions less $913 million of surrenders
and withdrawals) are $760 million lower than the same period prior year net
sales of $1,057 million ($1,902 million of contributions less $845 million of
surrenders and withdrawals) primarily related to a decrease in Discovery Select
annuity product ("Discovery Select") exchange sales resulting from the
discontinuation of the Exchange Program on May 1, 2000. Sales of domestic life
insurance products increased by $216 million from the prior year as a result of
increased sales of the variable universal life product. Policyholder account
balances increased by $106 million primarily attributable to interest credited.
Future policy benefit liabilities increased by $70 million resulting from sales
of term insurance, additional extended term insurance, and increases to Taiwan
reserves. Net taxes payable increased by $47 million due to the current year tax
provision and the receipt of tax refunds. Other liabilities increased by $42
million as a result of increases in payables for securities purchased, premium
remittance accounts, and technical overdrafts.

10

2. Results of Operations

For the nine months ended September 30, 2001 versus 2000

Net Income
Consolidated income before tax was $93.9 million lower for the first nine months
of 2001 than for the first nine months of 2000. Net income after taxes was $19.8
million in 2001, $56.8 million lower than the same period in 2000. Economic and
market downturns resulted in increased writedowns for other than temporary
impairments of fixed maturities of $42.0 million, and increased DAC amortization
of $57.4 million for domestic life and annuity products, resulting from a
decline in expected future profits. In addition, net asset management fee
revenue declined $25.1 million ($47.6 million in revenues less $22.5 million of
expenses). The Company ceased receiving fee income or paying asset management
fee expenses related to the Prudential Series Fund ("PSF") as of January 1,
2001, as described in the Notes to Consolidated Financial Statements. Partially
offsetting these decreases were realized gains on sales of fixed maturities in
2001 versus losses in 2000, which improved income by $33.0 million. Tax expense,
and the effective tax rate, for the current year are lower than the prior year
due to reduced income from operations before income taxes and benefits from
nontaxable investment income.

Revenues
Consolidated revenues decreased by $68.2 million, from $726.1 million to $657.9
million. As discussed above, the elimination of PSF asset management fees
reduced revenues by $47.6 million. Premiums decreased by $25.2 million from the
prior year. The ceding of premiums pursuant to the transfer of the Company's
Taiwan branch caused a $54.8 million decline in premiums. This was partially
offset by higher term insurance sales of the Term Essential and Term Elite
products, as those products were not launched until late 2000, and an increase
in extended term premiums. Realized investment losses increased by $21.1 million
from the prior year as recognized writedowns on fixed maturities increased from
$8.0 million in 2000 to $50.0 million in 2001. In addition, gains on derivative
instruments were $12 million less than in 2000. Partially offsetting these
investment declines were gains on sales of fixed maturities of $14.2 million in
2001 compared to losses of $18.8 million in 2000 as interest rates declined in
2001 increasing the fair value of the bonds.

These decreases were partially offset by increases in policy charges and fee
income and net investment income. Policy charges and fee income, consisting
primarily of mortality and expense ("M&E"), loading and other insurance charges
assessed on General and Separate Account policyholder fund balances, increased
by $12.0 million. The increase was a result of a $20.9 million increase for
domestic individual life products as the in-force business increased 12% from
the prior year as new business sales resulted in higher mortality and sales
based loading charges. These increases were partially offset by lower M&E
charges for individual annuity and domestic life products as fund balances have
declined as a result of unfavorable valuation changes in the securities market.
Net investment income increased by $11.8 million from the prior year as income
from fixed maturites rose $16.4 million as a result of a fixed maturity balance
that is $371 million higher than September 30, 2000, from the reinvestment of
proceeds from GIC sales.

Benefits and Expenses
Policyholder benefits decreased by $1.2 million as decreases in reserve
provisions and benefits for the Company's Taiwan branch of $40.5 million were
mostly offset by increases in domestic individual life product reserves, death
benefits, and surrender benefits. Death benefits increased $20 million; $18
million was related to the September 11 terrorist attacks. Domestic individual
life reserves increased $12.9 million as a result of sales of term insurance and
extended term premiums. There were also increased benefits paid on surrenders of
reduced paid up policies of $6.1 million. Interest credited to policyholder
account balances increased by $23.8 million as policyholder account balances
grew by $301 million from September 2000 mainly as a result of GIC sales, as
mentioned above.

General, administrative, and other expenses increased $3.0 million from the
prior year. A significant factor was an increase in DAC amortization of domestic
life and annuity products of $57.4 million from increases in deferrable expenses
as a result of sales, and increased amortization associated with a decline in
expected future profits from stock market declines. There was also an additional
$10 million of expenses from higher allocations charged to the Company for
salary, consulting, and data processing costs. The Company is assuming a larger
share of allocated costs as allocations are based on new sales of which the
Company has a higher percentage than in the previous year. Commission and
distribution expenses after capitalization are $22.2 million lower resulting
from a change in the allocation of distribution expenses to a market based
pricing arrangement as of April 1, 2000 and higher capitalization of commissions
from new sales. The elimination of asset management expenses lowered expenses by
$22.5 million. The transfer of the Company's Taiwan branch resulted in an
expense reduction of $19.7 million.

11

For the three months ended September 30, 2001 versus 2000

Net income
Consolidated income (loss) before tax for the three months ended September 30,
2001 is $77.0 million lower than for the prior year comparable three-month
period and $52.3 million lower after tax. The main drivers as discussed above
are higher DAC amortization of $40.0 million and an increase in writedowns for
other than temporary impairment of fixed maturities of $28.7 million. Another
factor is the elimination of PSF net asset management fee income of $ 9.3
million ($16.6 million in revenues less $7.3 million of expenses). Tax expense,
and the effective tax rate, for the current year are lower than the prior year
due to reduced income from operations before income taxes and benefits from
nontaxable investment income.

Revenues
Consolidated revenues are $56.2 million lower than in the prior year comparable
period. Realized investment losses increased by $35.4 million as $31.7 million
of impairment writedowns were recorded in third quarter 2001 compared to $3.0
million in the prior year, and derivative losses were higher in 2001. The
elimination of PSF asset management fees decreased revenues by $16.6 million.
Premiums decreased $11.8 million from the prior year. The ceding of premiums
pursuant to the transfer of the Company's Taiwan branch decreased premiums by
$20.7 million. This was partially offset by higher domestic premiums from sales
of term insurance. Net investment income is $5 million higher as the fixed
maturity portfolio grew as a result of reinvestment of cash inflows from the GIC
product. Policy charges and fee income increased $1.1 million. Policy charges
and fee income from domestic individual life products increased $7.3 million as
a result of higher mortality and loading charges from growth in the in-force
business. The increase was partially offset by decreases in individual annuity
fees due to declining fund values as a result of the securities market.

Benefits and Expenses
Policyholder benefits increased $1.0 million from the prior year quarter.
Increased death claims of $18 million relating to the September 11 terrorist
attacks offset lower benefits of $16 million resulting from the transfer of the
Company's Taiwan branch. Interest credited to policyholders' account balances
increased $5.2 million primarily as a result of increases to GIC fund balances.

General, administrative and other expenses increased $14.5 million. DAC
amortization for domestic life and annuity products increased by $41.0 million
from increases in deferrable expenses as a result of sales, and increased
amortization associated with a decline in expected future profits from stock
market declines. Although the Company is assuming a larger share of allocated
costs as allocations are based on new sales, the reduction in the reserve for
unbeknownst modified endowments contracts ("UMEC") contributed to a decrease in
general and administrative expenses for the quarter of $8 million. The
elimination of asset management expenses resulted in a $7.3 million decrease.
The transfer of the Company's Taiwan branch decreased expenses by $6.5 million.
Commissions and distribution expenses for domestic products are $4.6 million
lower than the prior year as a result of higher capitalization based on new
sales.

3. Liquidity and Capital Resources

Principal cash flow sources are investment and fee income, investment maturities
and sales, and premiums and fund deposits. These cash inflows may be
complemented by financing activities through other Prudential affiliates.

Cash outflows consist principally of benefits, claims and amounts paid to
policyholders in connection with policy surrenders, withdrawals and net policy
loan activity. Uses of cash also include commissions, general and administrative
expenses, and purchases of investments. Liquidity requirements associated with
policyholder obligations are monitored regularly so that the Company can manage
cash inflows to match anticipated cash outflow requirements.

The Company believes that cash flow from operations together with proceeds from
scheduled maturities and sales of fixed maturity investments, are adequate to
satisfy liquidity requirements based on the Company's current liability
structure.

The Company had $20.9 billion of assets at September 30, 2001 compared to $23.1
billion at December 31, 2000, of which $13.8 billion and $16.2 billion were held
in Separate Accounts at September 30, 2001 and December 31, 2000, respectively,
under variable life insurance policies and variable annuity contracts. The
remaining assets consisted primarily of investments and deferred policy
acquisition costs.

12


4. Information Concerning Forward-Looking Statements

Some of the statements contained in Management's Discussion and Analysis,
including those words such as "believes", "expects", "intends", "estimates",
"assumes", "anticipates" and "seeks", are forward-looking statements. These
forward-looking statements involve risk and uncertainties. Actual results may
differ materially from those suggested by the forward-looking statements for
various reasons. In particular, statements contained in Management's Discussion
and Analysis regarding the Company's business strategies involve risks and
uncertainties, and we can provide no assurance that we will be able to execute
our strategies effectively or achieve our financial and other objectives.

Item 3. Quantitative and Qualitative Disclosures About Market Risk
The Company's exposure to market risks and the way these risks are managed, are
summarized in Item 7a of the 2000 Form 10K.





13
PART II

Item 2. Changes in Securities and Use of Proceeds.




(d) Information required by Item 701(f) of Regulation S-K:

The information below pertains to modified guaranteed annuity contracts
issued by the Company in two distinct variable annuity products,
Discovery Preferred Variable Annuity and Discovery Select Variable
Annuity. However, because the modified guaranteed annuity option of
each of these products is identical, the Company has aggregated the
registration of these securities.

(1) The original effective date of the Registration Statement of
the Company for the Discovery Preferred Variable Annuity on
Form S-1 was declared effective on November 27, 1995
(Registration No. 33-61143). The Discovery Select prospectus
was added through filings under Rule 424 of the Securities Act
of 1993. The registration statement continues to be effective
through annual amendments, the most recent filed April 24,
2001 and declared effective May 1, 2001.

(2) Offering commenced immediately upon effectiveness of the
registration statement.

(3) Not applicable.

(4) (i) The offering has not been terminated.

(ii) The managing underwriter of the offering is
Prudential Investment Management Services LLC.

(iii) Market-Value Adjustment Annuity Contracts
(also known as modified guaranteed annuity contracts).

(iv) Securities registered and sold for the account of the Company:

Amount registered*: $ 500,000,000
Aggregate price of the offering amount registered: $ 500,000,000
Amount sold*: $ 371,870,483
Aggregate offering price of amount sold to date: $ 371,870,483

* Securities not issued in predetermined units

No securities have been registered for the account of any selling security holder.

(v) Expenses associated with the issuance of the securities:

Underwriting discounts and commissions** $ 10,399,251
Other expenses** $ 20,926,805
--------------
Total $ 31,326,056

** Amounts are estimated and are paid to affiliated parties.


(vi) Net offering proceeds: $ 340,544,427

(vii) Not applicable.

(viii) Not applicable.


14



Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits

3(i)(a) The Articles of Incorporation of Pruco Life Insurance Company
(as amended through October 19, 1993) are incorporated by
reference to the initial Registration Statement on Form S-6 of
Pruco Life Variable Appreciable Account as filed July 2, 1996,
Registration No. 333-07451.

3(ii) By-Laws of Pruco Life Insurance Company (as amended through
May 6, 1997) are incorporated by reference to Form 10-Q as
filed by the Company on August 15, 1997.

4(a) Modified Guaranteed Annuity Contract is incorporated by
reference to the Company's Registration Statement on Form S-1,
Registration No. 33-37587 as filed November 2, 1990.

4(b) Market-Value Adjustment Annuity Contract is incorporated by
reference to the Company's registration statement on Form S-1,
Registration No. 333-18053, as filed November 17, 1995.


(b) Reports on Form 8K

None









15

SIGNATURES
----------




Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf of the
undersigned, thereunto duly authorized.

PRUCO LIFE INSURANCE COMPANY
(Registrant)





Signature Title Date
- --------- ----- ----


Executive Vice President November 14, 2001
- -----------------------
Andrew J. Mako


Principal Financial Officer and November 14, 2001
- ----------------------- Chief Accounting Officer
William J. Eckert, IV





16