PRUCO LIFE INSURANCE CO
10-K405, 1995-03-31
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<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

(Mark One)


/X/  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, 1994

                                       OR

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

Commission file number 33-37587



                          PRUCO LIFE INSURANCE COMPANY

             (Exact name of Registrant as specified in its charter)


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




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

                                (201) 802-6000
      ---------------------------------------------------------------------
              (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 March 31, 1995: Common stock, par value of
$10 per share: 250,000 shares outstanding

<PAGE>

                          PRUCO LIFE INSURANCE COMPANY
                                  (Registrant)

                                      INDEX
ITEM                                                                    PAGE
 NO.                                                                     NO.

                 Cover Page                                               -

                 Index                                                    2

PART I

           1.    Business                                                 3

           2.    Properties                                               3

           3.    Legal Proceedings                                        4

           4.    Submission of Matters to a Vote of Security Holders      4

PART II

           5.    Market for the Registrant's Interests and Related
                  Security Holder Matters                                 5

           6.    Selected Financial Data                                  5

           7.    Management's Discussion and Analysis of Financial
                  Condition and Results of Operations                     6

           8.    Financial Statements and Supplementary Data             10

           9.    Changes in and Disagreements with Accountants on
                  Accounting and Financial Disclosure                    10

PART III

           10.   Directors and Executive Officers of Pruco Life          11

           11.   Executive Compensation                                  13

           12.   Security Ownership of Certain Beneficial Owners
                  and Management                                         13

           13.   Certain Relationships and Related Transactions          13

PART IV

           14.   Exhibits, Financial Statement Schedules and Reports
                  on Form 8-K                                            14

                 Exhibit Index                                           14

                 Signatures                                              16


                                        2

<PAGE>

                                     PART I


ITEM 1.   BUSINESS

Pruco Life Insurance Company (the Company) is a stock life insurance company,
organized in 1971 under the laws of the state of Arizona. The Company markets
individual life insurance and single pay deferred annuities (the Contracts) in
the District of Columbia, Guam, and in all states except New York. In addition,
the Company markets individual life insurance through its branch office in
Taiwan. The Company has two subsidiaries, Pruco Life Insurance Company of New
Jersey (PLNJ) and The Prudential Life Insurance Company of Arizona (PLICA). PLNJ
is a stock life insurance company organized in 1982 under the laws of the state
of New Jersey. It is licensed to sell individual life insurance and single pay
deferred annuities only in the states of New Jersey and New York. PLICA is a
stock life insurance company organized in 1989 under the laws of the state of
Arizona. PLICA had no new business sales in 1994 and at this time will not be
issuing new business.

The Company is a wholly owned subsidiary of The Prudential Insurance Company of
America (The Prudential), a mutual insurance company founded in 1875 under the
laws of the state of New Jersey. The Prudential had approximately $212 billion
of total consolidated assets at the end of 1994. As of December 31, 1994, it had
invested over $442 million in the Company in connection with the Company's
organization and operation. The Prudential intends from time to time to make
additional capital contributions to the Company as needed to enable it to meet
its reserve requirements and expenses in connection with its business.
Generally, The Prudential is under no obligation to make such contributions and
its assets do not back the benefits payable under the Contracts.

The Company is engaged in a business that is highly competitive because of the
large number of stock and mutual life insurance companies and other entities
engaged in marketing insurance products. There are approximately 1,900 stock,
mutual and other types of insurers in the life insurance business in the United
States.

In a reorganization of the parent's Individual Insurance Department, effective
January 1, 1993, the corporate staff of the Company was absorbed by the parent.
The costs associated with these employees, which were previously borne by the
Company, are now charged to the Company under service and lease agreements with
the parent.


ITEM 2.   PROPERTIES

Not applicable.


                                        3

<PAGE>

ITEM 3.   LEGAL PROCEEDINGS

Pruco Life is not involved in any litigation that is expected to have a material
effect.


ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No actions were taken during the fourth quarter of 1994.


                                        4

<PAGE>




                                     PART II


ITEM 5.   MARKET FOR THE REGISTRANT'S INTERESTS AND RELATED SECURITY HOLDER
          MATTERS

Pruco Life is a wholly-owned subsidiary of The Prudential. There is no public
market for Pruco Life's common stock.


ITEM 6.   SELECTED FINANCIAL DATA


                  PRUCO LIFE INSURANCE COMPANY AND SUBSIDIARIES

<TABLE>
<CAPTION>

                                                       FOR THE YEARS ENDED DECEMBER 31,
                                                       --------------------------------

                                               1994          1993          1992           1991          1990
                                               ----          ----          ----           ----          ----
                                                                         ($000'S)
<S>                                       <C>            <C>           <C>           <C>           <C>
Revenues
    Premiums, annuity fund deposits
      and other revenue                   $   603,864    $   591,660   $   541,248   $   521,590   $   577,692
    Net investment income                     245,977        260,939       274,037       285,565       270,785
                                          ------------   ------------  ------------  ------------  ------------

Total revenues                                849,841        852,599       815,285       807,155       848,477
                                          ------------   ------------  ------------  ------------  ------------

Benefits and expenses
    Current and future benefits and
      claims                                  559,658        534,354       478,148       501,454       513,165
    Other expenses                            149,478        157,557       129,701       126,201       144,642
                                          ------------   ------------  ------------  ------------  ------------

Total benefits and expenses                   709,136        691,911       607,849       627,655       657,807
                                          ------------   ------------  ------------  ------------  ------------

Income before provision in lieu of
  federal income tax and cumulative
  effect of a change in accounting
  principle                                   140,705        160,688       207,436       179,500       190,670

Provision in lieu of federal
  income tax                                   87,750         83,640        96,578        75,242        62,871
                                          ------------   ------------  ------------  ------------  ------------

Net income before cumulative effect of
  a change in accounting principle        $    52,955    $    77,048   $   110,858   $   104,258    $  127,799
                                          ------------   ------------  ------------  ------------  ------------

Cumulative effect on prior years
  (to December 31, 1990) of change
  in reserve basis                                  -              -             -       140,424             -
                                          ------------   ------------  ------------  ------------  ------------

Net income                                $    52,955    $    77,048   $   110,858   $   244,682   $   127,799
                                          ------------   ------------  ------------  ------------  ------------
                                          ------------   ------------  ------------  ------------  ------------

Assets                                    $ 7,090,802    $ 7,172,104   $ 6,709,958   $ 6,369,288   $ 5,570,360
                                          ------------   ------------  ------------  ------------  ------------
</TABLE>


                                        5

<PAGE>

ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS

Pruco Life Insurance Company consists of Pruco Life Insurance Company (Pruco
Life), Pruco Life Insurance Company of New Jersey and The Prudential Life
Insurance Company of Arizona (collectively, the Company).
The Company markets individual life insurance and single pay deferred annuities
primarily through The Prudential's sales force. The Company held $7 billion in
assets at December 31, 1994, $3.5 billion of which were held in Separate
Accounts under variable life insurance policies and variable annuity contracts.
The remaining assets were held in the general account for investment primarily
in bonds, short-term investments and mortgage loans.

Because of the large number of stock and mutual life insurance companies and
other entities engaged in marketing insurance products, the Company is engaged
in a business that is highly competitive. During the past several years, the
insurance industry has suffered setbacks both financially and in public
relations. The Company, however, remains sound.

1. RESULTS OF OPERATIONS

(a) 1994 VERSUS 1993

Net income for 1994 was $53 million,  representing a $24 million decrease from
the same period in 1993.

Premiums and annuity considerations increased $48 million in 1994, from $564
million for the year ended December 31, 1993, to $612 million for the same
period in 1994. An  increase in unscheduled premium payments on two individual
life insurance products together with an increase in renewal premiums, driven by
these two products, account for this increase.

Net investment income decreased $15 million for the twelve months ended December
31, 1994, from the same period in 1993.  Reduced yields on the Company's fixed
rate investment portfolio lead to reduced net investment income.  In addition,
net cash outflows to meet policyholder obligations resulted in a decrease in
invested assets which, in turn, contributed to the lower investment income.

The Company had net realized investment losses of $21 million during 1994
compared to investment gains of $9 million during 1993. Sales of Corporate and
Mortgage-Backed Securities during the twelve months of 1994 generated realized
losses attributable to the increase in interest rates during this period.
However, the expectation is that the newly structured portfolio will align more
closely with the company's liability duration and reduce the portfolio's
interest rate risk. Following statutory Interest Maintenance Reserve (IMR)
guidelines, net realized investment losses of $20 million were deferred for the
period ended December 31, 1994. In comparison, $19 million of net realized
investment gains were deferred for the period ended December 31, 1993. Amortized
into net investment income were $5 million and $7 million of IMR for the twelve
month period ended December 31, 1994, and 1993, respectively.

Current and future benefits and claims increased $25 million for the twelve
months ended December 31, 1994, from the same period in 1993. An increase in
benefits paid during 1994 as compared to 1993 combined with high surrender
benefits, which can be attributed to contract maturities of annuity products as
the Company's inforce ages, was more than offset by an increase in reserves
resulting from the 1994 increase in premiums and annuity considerations.

Total expenses for the year ended December 31, 1994 decreased by $8 million from
the same period in 1993.  General, administrative, and other expenses for the
year ended December 31, 1994, decreased $9.8 million due to the decrease in
allocation of costs from The Prudential.  Allocations are primarily based on
average compensation over a period of recent years and inforce.  The average
compensation and inforce amounts used in 1994 decreased from 1993 by 48% and 5%,
respectively.  This can be attributable to a decline in the sales of certain
life insurance products between periods of allocation.  Offsetting this decrease
is an increase in commission expense of $1.8 million from the same period in
1993, which is consistent with the increase in first year premiums.

Provision in lieu of federal income taxes increased $4 million for the year
ended December 31, 1994, as compared to December 31, 1993.  Although operating
income for 1994 was lower than the previous year, provision in lieu of federal
income taxes increased due to federal income taxes applicable to prior years.


                                        6

<PAGE>

(b) 1993 VERSUS 1992

Net income for 1993 was $77 million, representing a $34 million decrease from
the same period in 1992.

Premiums and annuity considerations increased $67 million in 1993, from $497
million for the year ended December 31, 1992, to $564 million for the same
period in 1993. This increase was primarily from sales of two new individual
life insurance products. Offsetting this increase were the continuing decline in
renewal premiums from normal surrender and lapse activity for certain life
insurance contracts and contract maturities. In addition, sales of the Future
Value Annuity contract decreased during the year ended December 31, 1993.

Net investment income decreased $13 million for the twelve months ended December
31, 1993, from the same period in 1992. Reduced yields on the Company's fixed
rate investment portfolio lead to reduced net investment income. A decline in
invested assets also contributed to this decrease.

Net realized investment gains decreased $19 million for the twelve months ended
December 31, 1993, from the same period in 1992. This decrease is primarily due
to the decline in activity in the purchases and sales of fixed maturities. Net
realized investment gains of $19 million and $37 million were deferred in 1993
and 1992, respectively, as dictated by Interest Maintenance Reserve (IMR)
guidelines. Amortized into net investment income were $7 million and $3 million
of IMR for the year ended December 31, 1993 and 1992, respectively.

Current and future benefits and claims increased $56  million for the year ended
December 31, 1993, from the same period in 1992.  Surrender benefits, which
increased from $223 million at December 31, 1992, to $462 million at
December 31, 1993, and change in reserves, which decreased from $129 million
at December 31, 1992, to $(49) million at December 31, 1993, were the two
major components of this increase. Surrender activity increased significantly
during the first three months of 1993, as contractholders exercised a
provision included in the contract which allows withdrawal of funds without
surrender charges if the Company's renewal crediting rate is more than 1%
below the initial crediting rate (renewal crediting rates are established at
January 1 each year). A contractholder's ability to exercise this provision is
limited to 30 days following notification of the renewal crediting rate. The
surrender activity has a direct correlation with reserve activity and accounts
for a significant portion of the change in reserves. The effect of the
surrender activity on the change in reserve was somewhat mitigated by new
business sales of the two new individual life insurance products.

Total expenses for the year ended December 31, 1993, increased by $28 million,
from the same period in 1992. The commission expense increase of $10 million is
due to first year sales of two new individual life insurance products.
Commission rates on new business sales are higher than on renewal business.
General, administrative, and other expenses for the year ended December 31,
1993, increased $18 million due to an increase in the allocation of costs from
The Prudential. Under service and lease agreements with The Prudential, services
of officers and employees, supplies, use of equipment and office space are
provided to the Company. The increase in allocated costs is due to  a rise in
the inforce caused by increased sales. The allocations were further affected by
the reorganization of The Prudential's Individual Insurance Department.
Effective January 1, 1993, the corporate staff of the Company was absorbed by
the parent as a result of this reorganization. The costs associated with these
employees are now charged to the Company under the service and lease agreements
with the parent.

Provision in lieu of federal income tax decreased $13 million for the year ended
December 31, 1993, as compared to December 31, 1992. This decrease in tax is due
primarily to the effect of the large decrease in capital gains and a lower
equity tax assessment by the consolidated tax sharing group. The effective tax
rates for the years ended December 31, 1993 and 1992, were 52% and 47%,
respectively. This increase is due primarily to the tax effect of the change in
tax reserves as compared to the change in statutory reserves. However, the
decrease in the equity tax assessment and the effect of the IMR offset this
increase. Provision in lieu of federal income tax for the year ended December
31, 1993, reflects the new corporate income tax rate of 35%, an increase of 1%
over the same period in 1992. This rate change did not have a material effect on
net income.


                                        7

<PAGE>

2. LIQUIDITY

For an insurance company, cash needs, for the purpose of paying current
benefits, making policy loans, and paying expenses, are met primarily from
premiums and investment income. Benefit expenses incurred in 1994, 1993 and 1992
were respectively, $547 million, $584 million and $350 million. Cash flows are
anticipated to be ample to meet the Company's liquidity needs for the
foreseeable future.

3. INVESTMENTS

The Company maintains a well diversified portfolio consisting of fixed as well
as equity investments.  Of the Company's total assets of $7 billion as of
December 31, 1994, 37.33% was invested in fixed maturities, 0.05% in equity
securities, 2.70% in short-term investments, 1.01% in mortgage loans, 0.10% in
real estate, 49.53% in separate account assets and the remaining 9.28% in other
assets.

Fixed Maturities.  As of December 31, 1994 and 1993, the Company's investments
in fixed maturities, which are primarily carried at amortized cost, were $2.6
billion and $2.8 billion, respectively.  Included in fixed maturities are
securities classified by the National Association of Insurance Commissioners
(NAIC) as being in the lowest three rating categories.  The lowest three NAIC
categories represent, for the most part, high-yield securities. These
approximate 1.5% of the Company's assets at December 31, 1994 and 1.6% at
December 31, 1993.

Mortgage Loans. As of December 31, 1994 and 1993, the Company's investments in
mortgage loans were $72 million and $56 million, respectively. Mortgage loans
are carried at the lower of unpaid principal balance or fair value of the
underlying property. The increase in mortgage loans is due to the acquisition of
7 new loans totaling $35.3 million. During the year ended December 31, 1994, one
loan in the amount of $4.7 million was transferred to real estate through
foreclosure. A net loss of $.6 million was realized in 1994 as a result of this
foreclosure. This loss was reserved for in the Asset Valuation Reserve and
therefore had no impact on surplus. Currently, the Company has one loan in the
amount of $6 million in the process of foreclosure and two loans with
restructured terms in the amount of $7.1 million.

Real Estate. As of December 31, 1994 and 1993, the Company's investment in real
estate was $7 million and $10 million, respectively. Real estate is carried at
the lower of cost or fair value less disposition costs. Pruco Life sold three
properties during the second half of  1994 for $10.8 million and acquired one
property through foreclosure for $4.1 million.


                                        8

<PAGE>

4. EMERGING ACCOUNTING ISSUES

The Financial Accounting Standards Board (the "FASB") issued Financial
Interpretation No. 40, "Applicability of Generally Accepted Accounting
Principles to Mutual Life Insurance and Other Enterprises", which, as amended is
effective for fiscal years beginning after December 15, 1995. Interpretation No.
40 changes the current practice of the Company with respect to utilizing
statutory basis financial statements for general purposes in that it would not
allow such financial statements to be referred to as having been prepared in
accordance with GAAP.  Interpretation No. 40 requires GAAP financial statements
to apply all GAAP pronouncements, unless specifically exempted. Implementation
of the Interpretation will require significant effort and judgment as to
determining GAAP for insurance operations. The Company is currently unable to
determine the impact of Interpretation No. 40 on its financial statements.


                                        9

<PAGE>

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Information required with respect to this Item 8 regarding Financial Statements
and Supplementary Data is set forth commencing on page F-1 hereof. See Index to
Financial Statements and Schedules elsewhere in this Annual Report.


ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL DISCLOSURE

None.


                                       10

<PAGE>

                                    PART III


ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF PRUCO LIFE

NAME                                         POSITION               AGE


Robert P. Hill                         Chairman of the Board         54
                                           and Director

I. Edward Price                     Vice Chairman of the Board       52
                                           and Director

Esther H. Milnes                      President and Director         44

Beverly R. Barney                      Senior Vice President         47

Robert W. W. Earl                      Senior Vice President         43

John P. Gualtieri, Jr.               Senior Vice President and
                                        Assistant Secretary          60

Richard F. Lambert             Senior Vice President, Chief Actuary
                                       and Appointed Actuary         38

Michael R. Shapiro                     Senior Vice President         47

Lawrence J. Sundram                    Senior Vice President         48

Stephen P. Tooley                 Vice President and Comptroller     42

E. Michael Caulfield                         Director                48

Garnett L. Keith, Jr.                        Director                59

Ira J. Kleinman                              Director                47

Donald G. Southwell                          Director                43
-----------------------------------------------------------------------

Robert P. Hill, age 54, has been Executive Vice President of The Prudential
since 1990.  Prior to 1990, he was Senior Vice President and Actuary of The
Prudential.

I. Edward Price, age 52, has been Chief Executive Officer of International
Insurance of The Prudential since 1994.  From 1990 to 1993, he was Senior Vice
President and Actuary of The Prudential.  In 1990, he was Senior Vice President
of The Prudential and President of the International Insurance Department of The
Prudential. Prior to 1990, he was Senior Vice President of Individual Insurance
Systems and Administration of The Prudential.

Esther H. Milnes, age 44, has been President of Pruco Life and Senior Vice
President and Chief Actuary of Prudential Insurance and Financial Services since
1993.  Prior to 1993, she was Vice President and Associate Actuary of The
Prudential.


                                       11

<PAGE>

Beverly R. Barney, age 47, has been Senior Vice President of Pruco Life since
1991.  She has also been Vice President and Associate Actuary of Prudential
Direct since 1993.  From 1990 to 1991, she was Vice President and Actuary of
Pruco Life. Prior to 1990, she was Vice President of Human Resources for the
Eastern Home Office of The Prudential.

Robert W. W. Earl, age 43, has been Vice President of Strategic Initiatives of
Prudential Preferred Financial Services since 1992.  Prior to 1992, he was Vice
President of Regional Marketing for The Prudential.

John P. Gualtieri, Jr., age 60, has been Senior Vice President of Pruco Life
since 1987.  He has been Vice President and Insurance Counsel of Variable
Products since 1993.

Richard F. Lambert, age 38, has been Senior Vice President and Chief and
Appointed Actuary since 1992.  He has also been Vice President and Actuary of
Prudential Preferred Financial Services since 1993.  From 1991 to 1993, he was
Vice President and Actuary of The Prudential. Prior to 1991, he was Vice
President of Prudential Select Marketing.

Michael R. Shapiro, age 47, has been Senior Vice President of Prudential Select
Marketing since 1987.

Lawrence J. Sundram, age 48, has been Vice President of Prudential Insurance and
Financial Services since 1993.  Prior to 1993, he was Vice President of District
Agencies for The Prudential.

Stephen P. Tooley, age 42, has been Vice President and Comptroller of Prudential
Insurance and Financial Services and Pruco Life since 1993.  From 1990 to 1993,
he was Director of Financial Analysis for The Prudential.  Prior to 1990, he was
Director of Accounting for The Prudential.

E. Michael Caulfield, age 48, has been President of Prudential Preferred
Financial Services since 1993.  From 1992 to 1993, he was President of
Prudential Property and Casualty.  Prior to 1992, he was President of Investment
Services for The Prudential.

Garnett L. Keith, Jr., age 59, has been Vice Chairman of The Prudential since
1984.

Ira J. Kleinman, age 47, has been President of Prudential Select Marketing since
1993.  From 1992 to 1993, he was Senior Vice President of The Prudential.  Prior
to 1992, he was Vice President of The Prudential.

Donald G. Southwell, age 43, has been President of Prudential Insurance and
Financial Services since 1993.  Prior to 1993, he was Senior Vice President of
The Prudential.


                                       12

<PAGE>

ITEM 11.  EXECUTIVE COMPENSATION

The following table shows the portion of compensation, paid by The Prudential,
to each named executive officer for services provided to the Company.  The
amounts have been determined based on each individual's time devoted to the
duties as an executive of Pruco Life and its subsidiaries during 1994.

<TABLE>
<CAPTION>

Name &                                                 Allocated Cash
Principal                                                Compensation
Position                        Year                         ($)
---------                       ----                   ---------------
<S>                             <C>                    <C>
Esther H. Milnes                 1994                  $    14,250
President                        1993                  $     9,846
                                 1992*                 $         -

John P. Gualtieri, Jr.           1994                  $    25,285
Senior Vice President            1993                  $    72,608
                                 1992                  $   142,038

Beverly R. Barney                1994                  $         -
Senior Vice President            1993                  $   126,142
                                 1992                  $   105,380

Helen M. Galt                    1994                  $         -
President                        1993**                $    13,382
                                 1992                  $   169,626

Robert B. Likins                 1994                  $         -
Senior Vice President            1993**                $     6,181
                                 1992                  $   138,511

<FN>
*   Current position was not held as of reporting date.
**  Resigned position as of July, 1993.
</TABLE>

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Not applicable.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None.


                                       13

<PAGE>

                                    PART IV


ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K


     (a) (1) and (2) Financial Statements and Schedules of registrant and its
subsidiaries are listed in the accompanying "Index to Financial Statements and
Schedules" on pages F-1 and F-2 hereof and are filed as part of this Report.


     (a)(3)  EXHIBITS

       REGULATION S-K

     3.   Documents Incorporated by Reference

          The Articles of Incorporation of Pruco Life, as amended October 19,
          1993, are incorporated herein by reference to Exhibit 14 (3) of the
          Pruco Life Insurance Company Form 10-K for the fiscal year ended
          December 31, 1993; (ii) Bylaws of Pruco Life, as amended June 14,
          1983, are incorporated herein by reference to Post-Effective Amendment
          No. 13 to Form S-6, Registration No. 2-89558, filed March 2, 1989 on
          behalf of the Pruco Life Variable Appreciable Account.

     4.   Exhibits

          Modified Guaranteed Annuity Contract, incorporated by reference to
          Registrant's Form S-1 Registration Statement, Registration No. 33-
          37587, filed November 2, 1990.

     9.   None.

     10.  None.

     11.  Not applicable.

     12.  Not applicable.

     13.  Not applicable.

     16.  Not applicable.

     18.  None.

     19.  Not applicable.

     21.  Pruco Life Insurance Company of New Jersey, a stock life insurance
          company organized under the laws of the state of New Jersey, is a
          wholly-owned subsidiary of Pruco Life. It is licensed to sell life
          insurance and annuities only in the States of New Jersey and New York.


          The Prudential Life Insurance Company of Arizona, a stock life
          insurance company organized under the laws of the State of Arizona, is
          a wholly-owned subsidiary of Pruco Life. It is licensed to sell life
          insurance and annuities only in the State of Arizona.

     22.  None.


                                       14

<PAGE>

     23.  Not applicable.

     24.  Powers of Attorney,  incorporated by reference to Post Effective
          Amendment No. 15 to Form S-6, Registration No. 2-99537, filed March 2,
          1993, and Post Effective Amendment No. 17 to Form S-6, Registration
          No. 2-99537, filed on March 4, 1994, on behalf of the Pruco Life
          Single Premium Variable Life Account.

     27.  No response required

     28.  Not applicable.

     (b)  Reports on 8-K

          No report on Form 8-K was filed during the last fiscal year ended
          December 31, 1994.

     99.  None.


                                       15

<PAGE>

                                   SIGNATURES


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


 . . . . . . . . . . . . .PRUCO LIFE INSURANCE COMPANY
                                  (Registrant)



Date:        March 27,1995                 By:     /s/ Esther H. Milnes
      -------------------------                ---------------------------------
                                                   Esther H. Milnes
                                                   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            March 29, 1995
Robert P. Hill                and Director


*
 ---------------------------  Vice Chairman of the Board       March 29, 1995
I. Edward Price               and Director


/s/ Esther H. Milnes          President and Director           March 27, 1995
----------------------------
Esther H. Milnes

*
 ---------------------------  Senior Vice President and        March 29, 1995
John P. Gualtieri, Jr.        Assistant Secretary

/s/ Stephen P. Tooley         Vice President and Comptroller   March 27, 1995
----------------------------
Stephen P. Tooley



                              By: * /s/ Thomas C. Castano
                                   --------------------------
                              Thomas C. Castano
                              (Attorney-in-Fact)


                                       16

<PAGE>

SIGNATURE                          TITLE                            DATE


*
 ---------------------------  Director                         March 29, 1995
E. Michael Caulfield

*
 ---------------------------  Director                         March 29, 1995
Garnett L. Keith, Jr.

*
 ---------------------------  Director                         March 29, 1995
Ira J. Kleiman

*
 ---------------------------  Director                         March 29, 1995
Donald G. Southwell



                              By:  * /s/ Thomas C. Castano
                                    -------------------------
                              Thomas C. Castano
                              (Attorney-in-Fact)


                                       17


<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                    FORM 10-K
                                  ANNUAL REPORT




                 CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES

              For the Years Ended December 31, 1994, 1993, and 1992





                  PRUCO LIFE INSURANCE COMPANY AND SUBSIDIARIES


                                       F-1

<PAGE>

                  PRUCO LIFE INSURANCE COMPANY AND SUBSIDIARIES


  INDEX TO CONSOLIDATED FINANCIAL STATEMENTS and FINANCIAL STATEMENT SCHEDULES

FINANCIAL STATEMENTS AND SCHEDULES                                      PAGE

A.   PRUCO LIFE INSURANCE COMPANY AND SUBSIDIARIES

     Independent Auditors' Report                                       F-3

     Consolidated Financial Statements:

          Statements of Financial Position - December 31, 1994 and
           December 31, 1993                                            F-4

          Statements of Operations - Years Ended December 31, 1994,
           1993 and 1992                                                F-5

          Statements of Stockholder's Equity - Years Ended
           December 31, 1994, 1993 and 1992                             F-6

          Statements of Cash Flows - Years Ended December 31, 1994,
           1993 and 1992                                                F-7

          Notes to Consolidated Financial Statements - Years Ended
           December 31, 1994, 1993 and 1992                             F-8

     Schedules:

          Schedule I-Summary of Investments - Other Than Investments
           in Affiliates - December 31, 1994                            F-20

          Schedule VI-Schedule of Reinsurance - For the Years Ended
           December 31, 1994, 1993, and 1992                            F-21


                                       F-2


<PAGE>

                       INDEPENDENT AUDITORS' REPORT


To the Board of Directors of
Pruco Life Insurance Company
Newark, New Jersey

We have audited the accompanying consolidated statements of financial position
of Pruco Life Insurance Company and subsidiaries as of December 31, 1994 and
1993, and the related consolidated statements of operations, stockholder's
equity, and cash flows for each of the three years in the period ended December
31, 1994. Our audits also included the financial statement schedules listed in
the Index at Item 14. These financial statements and financial statement
schedules are the responsibility of the Company's management. Our responsibility
is to express an opinion on the financial statements and financial statement
schedules based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. 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. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of Pruco Life Insurance Company and
subsidiaries as of December 31, 1994 and 1993 and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 1994 in conformity with generally accepted accounting principles.
Also, in our opinion, such financial statement schedules, when considered in
relation to the basic consolidated financial statements taken as a whole,
present fairly in all material respects the information set forth therein.



Deloitte & Touche LLP
Parsippany, New Jersey
March 6, 1995


                                       F-3
<PAGE>

                  CONSOLIDATED FINANCIAL STATEMENTS OF
               PRUCO LIFE INSURANCE COMPANY AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

<TABLE>
<CAPTION>

                                                                     DECEMBER 31,
                                                              1994                1993
                                                          ------------        ------------
                                                                        ($000's)
<S>                                                       <C>                 <C>
ASSETS

  Fixed maturities (market value $2,596,172
     and $2,951,602) . . . . . . . . . . . . . . .          $2,647,315          $2,835,251
  Equity securities (cost $5,434 and $4,405) . . .               3,326               2,788
  Mortgage loans . . . . . . . . . . . . . . . . .              71,919              56,184
  Investment in real estate. . . . . . . . . . . .               7,189               9,994
  Policy loans . . . . . . . . . . . . . . . . . .             493,862             420,271
  Other long-term investments. . . . . . . . . . .               4,044               2,753
  Short-term investments . . . . . . . . . . . . .             191,455             201,079
                                                          ------------        ------------
     Total Investments . . . . . . . . . . . . . .           3,419,110           3,528,320

  Cash . . . . . . . . . . . . . . . . . . . . . .              27,780                 671
  Notes receivable from affiliates . . . . . . . .                   -              50,000
  Interest receivable from affiliates. . . . . . .                   -                  23
  Accrued investment income. . . . . . . . . . . .              59,382              56,785
  Premiums due and deferred. . . . . . . . . . . .              16,821              16,569
  Receivable from affiliates . . . . . . . . . . .               7,517               6,880
  Federal income taxes - from affiliate. . . . . .              23,306               4,151
  Other assets . . . . . . . . . . . . . . . . . .              25,102              15,829
  Assets held in Separate Accounts . . . . . . . .           3,511,784           3,492,876
                                                          ------------        ------------

TOTAL ASSETS . . . . . . . . . . . . . . . . . . .          $7,090,802          $7,172,104
                                                          ------------        ------------
                                                          ------------        ------------

LIABILITIES AND STOCKHOLDER'S EQUITY

LIABILITIES:
  Policy liabilities and insurance reserves:
     Future policy benefits and claims.. . . . . .          $2,767,552          $2,912,283
     Other policy claims and benefits payable. . .              15,184              13,606
     Interest Maintenance Reserve (IMR). . . . . .              21,802              46,506
  Payable to affiliates. . . . . . . . . . . . . .              30,257              54,286
  Other liabilities. . . . . . . . . . . . . . . .             131,695             103,985
  Asset Valuation Reserve (AVR). . . . . . . . . .              23,690              22,692
  Liabilities related to Separate Accounts . . . .           3,424,535           3,399,953
                                                          ------------        ------------

TOTAL LIABILITIES. . . . . . . . . . . . . . . . .           6,414,715           6,553,311
                                                          ------------        ------------

STOCKHOLDER'S EQUITY:
  Common Stock, $10 par value; authorized,
     1,000,000 shares; issued and outstanding,
     250,000 shares. . . . . . . . . . . . . . . .               2,500               2,500
  Paid-in capital. . . . . . . . . . . . . . . . .             439,582             439,582
  Unassigned surplus . . . . . . . . . . . . . . .             234,005             176,711
                                                          ------------        ------------

TOTAL STOCKHOLDER'S EQUITY . . . . . . . . . . . .             676,087             618,793
                                                          ------------        ------------

TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY . . . .          $7,090,802          $7,172,104
                                                          ------------        ------------
                                                          ------------        ------------
</TABLE>


               SEE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


                                       F-4

<PAGE>

                   CONSOLIDATED FINANCIAL STATEMENTS OF
               PRUCO LIFE INSURANCE COMPANY AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

                                                                               YEARS ENDED
                                                                               DECEMBER 31,
                                                                     1994          1993          1992
                                                                -----------    -----------    -----------
                                                                                  ($000's)
<S>                                                             <C>            <C>            <C>
REVENUE

  Premiums and annuity considerations. . . . . . . . .            $ 611,820     $  563,900      $ 497,088
  Net investment income. . . . . . . . . . . . . . . .              245,977        260,939        274,037
  Net realized investment gains/(losses) . . . . . . .              (21,215)         8,878         28,117
  Other income . . . . . . . . . . . . . . . . . . . .               13,259         18,882         16,043
                                                                -----------    -----------    -----------
TOTAL REVENUE. . . . . . . . . . . . . . . . . . . . .              849,841        852,599        815,285
                                                                -----------    -----------    -----------

BENEFITS AND EXPENSES

  Current and future benefits and claims . . . . . . .              559,658        534,354        478,148
  Commission expenses. . . . . . . . . . . . . . . . .               30,169         28,386         17,956
  General, administrative and other expenses . . . . .              119,309        129,171        111,745
                                                                -----------    -----------    -----------

TOTAL BENEFITS AND EXPENSES. . . . . . . . . . . . . .              709,136        691,911        607,849
                                                                -----------    -----------    -----------

  Income before provision in lieu of federal
    income tax . . . . . . . . . . . . . . . . . . . .              140,705        160,688        207,436
  Provision in lieu of federal income tax. . . . . . .              (87,750)       (83,640)       (96,578)
                                                                -----------    -----------    -----------
NET INCOME . . . . . . . . . . . . . . . . . . . . . .           $   52,955     $   77,048      $ 110,858
                                                                -----------    -----------    -----------
                                                                -----------    -----------    -----------
</TABLE>


               SEE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


                                       F-5

<PAGE>

                   CONSOLIDATED FINANCIAL STATEMENTS OF
               PRUCO LIFE INSURANCE COMPANY AND SUBSIDIARIES
              CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY

<TABLE>
<CAPTION>

                                                                 YEARS ENDED
                                                                 DECEMBER 31,
                                                      1994           1993          1992
                                                   ---------      ---------      ---------
                                                                   ($000's)
<S>                                                <C>            <C>            <C>
COMMON STOCK
  Balance, beginning of year . . . . . . . .       $   2,500      $   2,500      $   2,500
  Issued during year . . . . . . . . . . . .               -              -              -
                                                   ---------      ---------      ---------
  Balance, end of year . . . . . . . . . . .           2,500          2,500          2,500
                                                   ---------      ---------      ---------

PAID-IN CAPITAL
  Balance, beginning of year . . . . . . . .         439,582        439,582        439,582
  Paid-in during year. . . . . . . . . . . .               -              -              -
                                                   ---------      ---------      ---------
  Balance, end of year . . . . . . . . . . .         439,582        439,582        439,582
                                                   ---------      ---------      ---------

UNASSIGNED SURPLUS
  Balance, beginning of year . . . . . . . .         176,711        162,530         98,966
  Net income . . . . . . . . . . . . . . . .          52,955         77,048        110,858
  Net unrealized investment gains/(losses) .           5,814         (9,351)         2,750
  (Increase) decrease in non-admitted assets            (477)           575            130
  (Increase) decrease in AVR . . . . . . . .            (998)         5,909          3,681
  Dividends to stockholder . . . . . . . . .               -        (60,000)       (53,855)
                                                   ---------      ---------      ---------

  Balance, end of year . . . . . . . . . . .         234,005        176,711        162,530
                                                   ---------      ---------      ---------

TOTAL STOCKHOLDER'S EQUITY . . . . . . . . .       $ 676,087      $ 618,793      $ 604,612
                                                   ---------      ---------      ---------
                                                   ---------      ---------      ---------
</TABLE>


               SEE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


                                       F-6

<PAGE>

                   CONSOLIDATED FINANCIAL STATEMENTS OF
               PRUCO LIFE INSURANCE COMPANY AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                               YEARS ENDED
                                                                               DECEMBER 31,
                                                                     1994          1993           1992
                                                                 ----------    -----------     ----------
                                                                 ----------    -----------     ----------
                                                                                 ($000's)
<S>                                                              <C>           <C>             <C>
CASH FLOW FROM OPERATING ACTIVITIES

 Net income. . . . . . . . . . . . . . . . . . . . . . . . .     $   52,955    $    77,048      $ 110,858
 Adjustments to reconcile net income
   to net cash from operations:
   Increase (decrease) in policy liabilities and
     insurance reserves. . . . . . . . . . . . . . . . . . .       (143,153)      (124,602)        95,927
   Net decrease in Separate Accounts . . . . . . . . . . . .          5,674         12,173          4,531
   Net realized investment(gains)/losses . . . . . . . . . .         21,215         (8,878)       (28,117)
   Depreciation, amortization and
     other non-cash items. . . . . . . . . . . . . . . . . .            314          1,907         (1,810)
   (Increase) decrease in operating assets:
     Policy loans. . . . . . . . . . . . . . . . . . . . . .        (73,591)       (71,472)       (86,306)
     Notes receivable from affiliates. . . . . . . . . . . .         50,000          9,000          4,000
     Interest receivable from affiliates . . . . . . . . . .             23            420            361
     Accrued investment income . . . . . . . . . . . . . . .         (2,597)           880            (45)
     Premiums due and deferred . . . . . . . . . . . . . . .           (252)          (880)        47,374
     Receivable from affiliates. . . . . . . . . . . . . . .           (637)         1,970         10,818
     Federal income taxes - from affiliate . . . . . . . . .        (19,155)         6,879        (11,030)
     Other assets. . . . . . . . . . . . . . . . . . . . . .         (9,273)        (9,481)        (3,476)
   Increase (decrease) in operating liabilities:
     Payable to affiliates . . . . . . . . . . . . . . . . .        (24,029)        13,260        (53,063)
     Federal income taxes - to affiliate . . . . . . . . . .              -              -           (497)
     Other liabilities . . . . . . . . . . . . . . . . . . .         27,710         34,632        (50,303)
                                                                 ----------    -----------     ----------

CASH FLOW FROM (USED FOR) OPERATING ACTIVITIES . . . . . . .       (114,796)       (57,144)        39,222
                                                                 ----------    -----------     ----------

CASH FLOW FROM INVESTING ACTIVITIES

 Proceeds from the sale/maturity of:
   Fixed maturities. . . . . . . . . . . . . . . . . . . . .      2,710,424      1,687,992      3,898,399
   Equity securities . . . . . . . . . . . . . . . . . . . .          1,909          4,032          1,791
   Mortgage loans. . . . . . . . . . . . . . . . . . . . . .         10,821         21,691            954
   Other long-term investments . . . . . . . . . . . . . . .            607            520              -
   Investment in real estate . . . . . . . . . . . . . . . .          8,676              -              -
 Payments for the purchase of:
   Fixed maturities. . . . . . . . . . . . . . . . . . . . .     (2,561,081)    (1,483,234)    (3,986,331)
   Equity securities . . . . . . . . . . . . . . . . . . . .         (2,436)        (3,068)        (1,170)
   Mortgage loans. . . . . . . . . . . . . . . . . . . . . .        (35,276)          (918)             -
   Other long-term investments . . . . . . . . . . . . . . .         (1,584)           (84)          (860)
   Investment in real estate . . . . . . . . . . . . . . . .              -            (20)           (71)
   Net proceeds (payments) of short-term
     investments . . . . . . . . . . . . . . . . . . . . . .          9,845       (116,735)       108,858
                                                                 ----------    -----------     ----------

CASH FLOW FROM INVESTING ACTIVITIES. . . . . . . . . . . . .        141,905        110,176         21,570
                                                                 ----------    -----------     ----------

CASH FLOW FROM FINANCING ACTIVITIES
 Dividends paid. . . . . . . . . . . . . . . . . . . . . . .              -        (60,000)       (53,855)
                                                                 ----------    -----------     ----------

 Net increase (decrease) in Cash . . . . . . . . . . . . . .         27,109         (6,968)         6,937
 Cash, beginning of year . . . . . . . . . . . . . . . . . .            671          7,639            702
                                                                 ----------    -----------     ----------

CASH, END OF YEAR. . . . . . . . . . . . . . . . . . . . . .     $   27,780      $     671      $   7,639

                                                                 ----------    -----------     ----------
                                                                 ----------    -----------     ----------

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
 Non-cash financing:Investment in real estate
   from foreclosed mortgage loans. . . . . . . . . . . . . .     $    4,139    $     7,300     $    6,338
                                                                 ----------    -----------     ----------
                                                                 ----------    -----------     ----------
 Cash paid in lieu of income taxes . . . . . . . . . . . . .     $   73,903    $    76,760     $  108,105
                                                                 ----------    -----------     ----------
                                                                 ----------    -----------     ----------
</TABLE>

               SEE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


                                       F-7

<PAGE>

             NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OF
               PRUCO LIFE INSURANCE COMPANY AND SUBSIDIARIES
           FOR THE YEARS ENDED DECEMBER 31, 1994, 1993, AND 1992

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRINCIPLES

     A.   PRINCIPLES OF CONSOLIDATION

          The accompanying financial statements include the consolidated
          accounts of Pruco Life Insurance Company (Pruco Life), a stock life
          insurance company, and its subsidiaries (collectively, the Company).
          Pruco Life is a wholly-owned subsidiary of The Prudential Insurance
          Company of America (The Prudential), a mutual life insurance company.
          The Company markets individual life insurance and single pay deferred
          annuities primarily through The Prudential's sales force. All
          significant intercompany balances and transactions have been
          eliminated in consolidation.

     B.   BASIS OF PRESENTATION

          The financial statements are presented in conformity with Generally
          Accepted Accounting  Principles (GAAP), which for mutual life
          insurance companies and their life insurance  subsidiaries are
          statutory accounting practices prescribed or permitted by state
          regulatory authorities in the domiciliary states. Certain
          reclassifications have been  made to the 1992 and 1993 financial
          statements and footnotes to conform to the 1994  presentation.
          Included in the Statement of Operations are certain items which, under
          statutory accounting practices, are charged or credited directly to
          surplus.

          In 1994, The American Institute of Certified Public Accountants issued
          Statement of Position 94-5 "Disclosures of Certain Matters in the
          Financial Statements of Insurance Enterprises"("SOP 94-5") which
          requires insurance enterprises to disclose in their financial
          statements the accounting methods used in their statutory financial
          statements that are permitted by the state insurance departments
          rather than prescribed statutory accounting practices.

          Pruco Life Insurance Company, domiciled in the State of Arizona,
          prepares its statutory financial statements in accordance with
          accounting practices prescribed or permitted by the Arizona Department
          of Insurance ("the Department"), and its insurance subsidiaries
          prepare statutory financial statements in accordance with accounting
          practices prescribed or permitted by their domiciliary home state
          insurance department. Prescribed statutory accounting practices
          include publications of the National Association of Insurance
          Commissioners (NAIC), state laws, regulations, and general
          administrative rules. Permitted statutory accounting practices
          encompass all accounting practices not so prescribed.

          The Company has established guaranty fund liabilities for the
          insolvencies of certain  life insurance companies. The liabilities
          were established net of premium tax credits and federal income tax.
          Prescribed statutory accounting practices do not address the
          establishment of liabilities for guaranty fund assessments.

          The Company, with permission from the Department, prepares an Annual
          Report that differs from the Annual Statement filed with the
          Department in that subsidiaries are consolidated and certain financial
          statement captions are presented differently.



                                       F-8

<PAGE>

               NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OF
                  PRUCO LIFE INSURANCE COMPANY AND SUBSIDIARIES
                For the Years Ended December 31, 1994, 1993, 1992

The following is a reconciliation of Pruco Life's statutory net income with net
income per the consolidated financial statements.

<TABLE>
<CAPTION>

                                                                          YEARS ENDED
                                                                          DECEMBER 31,
                                                                 1994         1993         1992
                                                               --------     --------     --------
                                                                            ($000's)
<S>                                                            <C>          <C>          <C>
     Pruco Life Statutory Net Income including net
      gains and losses on sales of investments. . . . .        $ 49,374     $ 79,405     $126,507

     Adjustments to reconcile to net income
      as follows:
      Dividends from subsidiary . . . . . . . . . . . .              --      (26,000)     (27,162)
      Change in determination of deferred premiums. . .              --           --      (12,495)
      Provision for future assessments. . . . . . . . .             349          577       (3,493)
      Net gain from operations in Separate
        Accounts. . . . . . . . . . . . . . . . . . . .           7,508        5,572        2,563
      Income tax applicable to other than
        current year. . . . . . . . . . . . . . . . . .         (25,467)          --           --
      Other . . . . . . . . . . . . . . . . . . . . . .           7,684       (2,429)       1,459
      Subsidiaries' Net Income. . . . . . . . . . . . .          13,507       19,923       23,479
                                                               --------     --------     --------
     Net Income . . . . . . . . . . . . . . . . . . . .        $ 52,955     $ 77,048     $110,858
                                                               --------     --------     --------
                                                               --------     --------     --------
</TABLE>

C.   FUTURE APPLICATION OF ACCOUNTING STANDARDS

     The Financial Accounting Standards Board (the "FASB") issued Financial
     Interpretation No. 40, "Applicability of Generally Accepted Accounting
     Principles to Mutual Life Insurance and Other Enterprises", which, as
     amended is effective for fiscal years beginning after December 15, 1995.
     Interpretation No. 40 changes the current practice of the Company with
     respect to utilizing statutory basis financial statements for general
     purposes in that it would not allow such financial statements to be
     referred to as having been prepared in accordance with GAAP.
     Interpretation No. 40 requires GAAP financial statements to apply all GAAP
     pronouncements, unless specifically exempted. Implementation of the
     Interpretation will require significant effort and judgment as to
     determining GAAP for insurance operations.

     The Company is currently unable to determine the impact of Interpretation
     No. 40 on its financial statements.


                                       F-9

<PAGE>

             NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OF
               PRUCO LIFE INSURANCE COMPANY AND SUBSIDIARIES
           FOR THE YEARS ENDED DECEMBER 31, 1994, 1993, AND 1992

D.   SELECTED FINANCIAL DATA OF PRUCO LIFE

     Pruco Life markets the Future Value Annuity Contract, an individual
     deferred annuity contract. Only assets of Pruco Life, shown below, are
     available to meet the guarantees under this annuity contract. The following
     is the selected financial data of Pruco Life:

<TABLE>
<CAPTION>
                                                                         DECEMBER 31,
                                                                   1994                1993
                                                               -----------         -----------
                                                                          ($000's)
<S>                                                            <C>                 <C>
     Assets:

      Investments. . . . . . . . . . . . . .                   $ 2,758,088         $ 2,835,163
      Investment in subsidiaries . . . . . .                       169,816             156,515
      Other assets . . . . . . . . . . . . .                       135,778             133,020
      Assets held in Separate Accounts . . .                     2,869,734           2,846,792
                                                               -----------         -----------
      Total Assets . . . . . . . . . . . . .                   $ 5,933,416         $ 5,971,490
                                                               -----------         -----------
                                                               -----------         -----------

     Liabilities:

      Policy liabilities and insurance
         reserves. . . . . . . . . . . . . .                   $ 2,296,987         $ 2,417,098
      Other liabilities. . . . . . . . . . .                       163,322             165,974
      Liabilities related to Separate Accounts                   2,797,020           2,769,625
                                                               -----------         -----------
      Total Liabilities. . . . . . . . . . .                   $ 5,257,329         $ 5,352,697
                                                               -----------         -----------
                                                               -----------         -----------

<CAPTION>
                                                                      YEARS ENDED
                                                                      DECEMBER 31,
                                                           1994          1993          1992
                                                        ----------     ---------    ----------
                                                                        ($000's)
<S>                                                     <C>            <C>          <C>
     Revenues. . . . . . . . . . . . . . . .            $  698,685     $ 716,402    $  675,863
                                                        ----------     ---------    ----------
     Benefits, expenses and taxes. . . . . .               659,237       633,277       561,322
                                                        ----------     ---------    ----------
     Net Income. . . . . . . . . . . . . . .            $   39,448     $  83,125    $  114,541
                                                        ----------     ---------    ----------
                                                        ----------     ---------    ----------
</TABLE>


E.   INVESTMENTS

     Fixed maturities, which include long-term bonds and redeemable preferred
     stock, are stated primarily at amortized cost. Certain investments in this
     category were non-income producing at December 31, 1994 and 1993. These
     investments amounted to $13.2 million and $2 million, respectively. Equity
     securities, which consist primarily of common stock, are carried at market
     value which is based on quoted market prices, where available, or prices
     provided by the National Association of Insurance Commissioners' (NAIC)
     Securities Valuation Office (SVO).

     Mortgage loans are carried at the lower of the fair value of the underlying
     property or unpaid principal balance. At December 31, 1994, one loan was in
     foreclosure in the amount of $6 million. At December 31, 1993, aside from
     one loan in foreclosure, one mortgage, in the amount of $3 million, was in
     default.


                                      F-10

<PAGE>

            NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OF
               PRUCO LIFE INSURANCE COMPANY AND SUBSIDIARIES
          FOR THE YEARS ENDED DECEMBER 31, 1994, 1993, AND 1992

     Policy loans are stated primarily at unpaid principal balances.


     All the Company's real estate investments were acquired through foreclosure
     during 1994 and 1993. These properties are carried at the lower of cost or
     fair value less disposition costs. Fair value is considered to be the
     amount that could reasonably be expected in a current transaction between
     willing parties, other than in forced or liquidation sale. Depreciation on
     these properties for the years ended December 31, 1994 and 1993 was $456
     thousand and $289 thousand, respectively.

     Other long-term investments, which consist solely of limited partnerships,
     are valued at the aggregate net equity in the partnerships. There were no
     non-income producing investments in this category at December 31, 1994.
     Certain investments in this category were non-income producing at December
     31, 1993. These investments amounted to $118 thousand.

     Short-term investments are stated at amortized cost, which approximates
     fair value.

     Realized investment gains and losses are reported based on specific
     identification of the investments sold.

F.   FUTURE POLICY BENEFITS, LOSSES AND CLAIMS

     Reserves for individual life insurance are calculated using various
     methods, interest rates and mortality tables which produce reserves that
     meet the aggregate requirements of state laws and regulations.
     Approximately 7% of individual life insurance reserves are determined using
     the net level premium method, or by using the greater of a net level
     premium reserve or the policy cash value.  About 93% of individual life
     insurance reserves are calculated according to the Commissioner's Reserve
     Valuation Method ("CRVM"), or methods which compare CRVM reserves to policy
     cash values.

     Reserves for individual annuity contracts are determined using the
     Commissioner's Annuity Reserve Valuation Method.

     For life insurance, unpaid claims include estimates of both the death
     benefits on reported claims and those which are incurred but not reported.

 G.  REVENUE RECOGNITION AND RELATED EXPENSES

     Premium revenues are recognized as income over the premium paying period of
     the related policies. Annuity considerations are recognized as revenue when
     received. Expenses, including new business acquisition costs such as
     commissions, are charged to operations as incurred.

H.   ASSET VALUATION RESERVE AND INTEREST MAINTENANCE RESERVE

     The Asset Valuation Reserve (AVR) and the Interest Maintenance Reserve
     (IMR) are required reserves for assets of life insurance companies. AVR is
     calculated based on a statutory formula and designed to mitigate the effect
     of valuation and credit related losses on unassigned surplus.


                                      F-11

<PAGE>

            NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OF
               PRUCO LIFE INSURANCE COMPANY AND SUBSIDIARIES
           FOR THE YEARS ENDED DECEMBER 31, 1994, 1993, AND 1992

The components of AVR at December 31, 1994 and 1993 are as follows:

<TABLE>
<CAPTION>
                                                                            ($000's)

                                                   Fixed                            Equity      Real Estate
                                                 Maturities          Mortgages    Securities    & Other Inv.         Total
                                                 ----------          ---------    ----------    ------------      ---------
<S>                                              <C>                 <C>          <C>           <C>               <C>
     Transfer from December 31, 1992 - AVR       $   23,152          $   5,139    $      310      $       0       $  28,601
     Additions                                        7,197                  0           650          2,353          10,200
     Deductions                                     (12,055)            (1,440)         (261)        (2,353)        (16,109)
                                                 ----------          ---------    ----------      ---------       ---------
     End of Year 1993 - AVR                          18,294              3,699           699              0          22,692
                                                 ----------          ---------    ----------      ---------       ---------
                                                 ----------          ---------    ----------      ---------       ---------

     Beginning of Year 1994 - AVR                    18,294              3,699           699              0          22,692
     Additions                                       12,062              2,166           348          2,047          16,623
     Deductions                                     (10,454)            (4,355)         (314)          (502)        (15,625)
                                                 ----------          ---------    ----------      ---------       ---------
     End of Year 1994 - AVR                      $   19,902          $   1,510    $      733     $    1,545        $ 23,690
                                                 ----------          ---------    ----------      ---------       ---------
                                                 ----------          ---------    ----------      ---------       ---------
</TABLE>

     The IMR is designed to reduce the fluctuations of surplus resulting from
     market interest rate movements.  Predominantly all interest rate related
     realized capital gains and losses are deferred and amortized into
     investment income over the remaining life of the investment sold. The IMR
     balance was $21.8 million and $46.5 million at December 31, 1994 and 1993,
     respectively. "Net realized investment gains/(losses)" of $(19.9) million
     and $19.2 million were deferred in 1994 and 1993, respectively.  Amortized
     into "Net investment income" were $4.8 million and $6.7 million of IMR for
     the year ended December 31, 1994 and 1993, respectively.

     I.    FEDERAL INCOME TAXES

     The Company is a member of a group of affiliated companies which join in
     filing a consolidated federal tax return. Pursuant to a tax allocation
     agreement, current tax liabilities are determined for individual companies
     based upon their separate return basis taxable income. Members with taxable
     income incur an amount in lieu of the separate return basis federal tax.
     Members with a loss for tax purposes recognize a current benefit in
     proportion to the amount of their losses utilized in computing consolidated
     taxable income. Differences between estimated liabilities and actual
     payments are included in the current year's operations as an adjustment to
     the provision in lieu of income taxes. For the years 1993 and 1992, the
     Company was allocated a portion of the consolidated income tax liability
     attributable to Section 809 of the Internal Revenue Code (commonly referred
     to as "Equity Tax"). Beginning in 1994, the Company will no longer be
     allocated this Equity Tax.

     Taxes on the Company are calculated under the Internal Revenue Code of 1986
     which provides that life insurance companies be taxed on their gain from
     operations after dividends to policyholders. In calculating this tax, the
     Code requires the capitalization and amortization of policy acquisition
     expenses.


                                      F-12

<PAGE>

             NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OF
               PRUCO LIFE INSURANCE COMPANY AND SUBSIDIARIES
           FOR THE YEARS ENDED DECEMBER 31, 1994, 1993, AND 1992


J.    SEPARATE ACCOUNTS

     Separate accounts represent funds for which investment income and
     investment gains and losses accrue directly to, and investment risk is
     borne by, the policyholders. Each account has specific investment
     objectives. Assets are carried at market value.  Deposits to such accounts
     are included in revenues with a corresponding liability increase included
     in benefits and expenses.  The assets of each account are legally
     segregated and are not subject to claims that arise out of any other
     business of the Company. Consequently, management believes that it is
     appropriate to combine Separate Account policyholder net investment income
     and net realized and unrealized capital gains/(losses) along with benefit
     payments and change in reserves in "Current and future benefits and
     claims". Policyholder net investment income and net realized and unrealized
     gains/(losses) for the years ended December 31, 1994, 1993 and 1992 were
     ($28) million, $443 million and $223 million, respectively.

2.   FEDERAL INCOME TAXES

     The following is a reconciliation of the Company's federal tax provision as
     computed at the federal tax rate with that computed at the Company's
     effective tax rate.  The below amounts include federal income tax
     applicable to prior years, where appropriate.

<TABLE>
<CAPTION>
                                                                    YEARS ENDED
                                                                    DECEMBER 31,
                                                             1994       1993       1992
                                                           --------   --------   --------
                                                                      ($000's)
<S>                                                        <C>        <C>        <C>
     Operating income before federal income
       taxes  . . . . . . . . . . . . . . . . . . . . .    $140,705   $160,688   $207,436

     Statutory tax rate . . . . . . . . . . . . . . . .          35%        35%        34%
                                                           --------   --------   --------

     Expected federal income taxes. . . . . . . . . . .      49,247     56,241     70,528
       Tax effect of:
         Statutory/tax policy reserve
           difference . . . . . . . . . . . . . . . . .      19,949     14,577    (16,381)
         Timing differences in tax/book income
           recognition on investments . . . . . . . . .      11,608      4,055     14,404
         Timing differences in tax/book income
           recognition-other. . . . . . . . . . . . . .      (6,816)      (415)       921
         Change in determination of
           deferred premiums. . . . . . . . . . . . . .          --         --      6,128
         Decrease/(Increase) in life insurance
           premiums deferred and uncollected. . . . . .         (88)      (308)     2,650
         Capitalization of policy acquisition
           expenses . . . . . . . . . . . . . . . . . .      13,850      7,374      8,158
         Allocated equity tax . . . . . . . . . . . . .          --      2,116     10,170
                                                           --------   --------   --------

     Federal income taxes . . . . . . . . . . . . . . .    $ 87,750   $ 83,640   $ 96,578
                                                           --------   --------   --------
                                                           --------   --------   --------
     Effective tax rate . . . . . . . . . . . . . . . .          62%        52%        47%
                                                           --------   --------   --------
                                                           --------   --------   --------
</TABLE>


                                      F-13


<PAGE>

             NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OF
               PRUCO LIFE INSURANCE COMPANY AND SUBSIDIARIES
             FOR THE YEARS ENDED DECEMBER 31, 1994, 1993, 1992

3.   NET INVESTMENT INCOME

     Net investment income consisted of:

<TABLE>
<CAPTION>
                                                            YEARS ENDED
                                                            DECEMBER 31,
                                                     1994      1993      1992
                                                   --------  --------  --------
                                                             ($000's)
<S>                                                <C>       <C>       <C>
        Gross investment income
          Fixed maturities . . . . . . . . .       $196,909  $216,660  $237,884
          Equity securities. . . . . . . . .             14        22        14
          Mortgage loans . . . . . . . . . .          4,041     6,359     7,529
          Investment in real estate. . . . .          2,146     2,066     1,258
          Policy loans . . . . . . . . . . .         25,692    21,741    17,437
          Short-term investments . . . . . .         12,676     9,031    11,638
          Other. . . . . . . . . . . . . . .          5,075     3,945     2,681
                                                   --------  --------  --------
                                                    246,553   259,824   278,441

        Investment expenses. . . . . . . . .         (5,421)   (5,570)   (7,687)
                                                   --------  --------  --------
        Net investment income before IMR . .        241,132   254,254   270,754

        Amortization of Interest Maintenance
          Reserve. . . . . . . . . . . . . .          4,845     6,685     3,283
                                                   --------  --------  --------
        Net investment income. . . . . . . .       $245,977  $260,939  $274,037
                                                   --------  --------  --------
                                                   --------  --------  --------
</TABLE>

<TABLE>
<CAPTION>

4.   INVESTMENTS AND INVESTMENT GAINS (LOSSES)              YEARS ENDED
                                                            DECEMBER 31,
                                                     1994      1993      1992
                                                   --------  --------  --------
                                                             ($000's)
<S>                                                <C>       <C>       <C>
    Realized Gains (Losses)
     Fixed maturities . . . . . . . . . . . .      $(38,180) $ 32,471  $ 69,559
     Equity securities. . . . . . . . . . . .           503       607       967
     Mortgage loans . . . . . . . . . . . . .        (4,581)   (2,592)   (3,889)
     Investment in real estate. . . . . . . .         1,184    (2,004)   (1,757)
     Other. . . . . . . . . . . . . . . . . .            (1)     (411)      517
    Tax effected amounts transferred to Interest
      Maintenance Reserve . . . . . . . . . .        19,860   (19,193)  (37,280)
                                                   --------  --------  --------

    Net realized investment gains . . . . . .      $(21,215) $  8,878  $ 28,117
                                                   --------  --------  --------
                                                   --------  --------  --------


    Unrealized Gains (Losses)
     Fixed maturities . . . . . . . . . . . .         5,430    (9,380)    3,637
     Equity securities. . . . . . . . . . . .          (490)      260    (1,305)
     Other. . . . . . . . . . . . . . . . . .           874      (231)      418
                                                   --------  --------  --------
    Net unrealized investment gains (losses).         5,814    (9,351)    2,750

    Balance beginning of year . . . . . . . .       (18,166)   (8,815)  (11,565)
                                                   --------  --------  --------
    Balance end of year . . . . . . . . . . .      $(12,352) $(18,166) $ (8,815)
                                                   --------  --------  --------
                                                   --------  --------  --------

</TABLE>


                                      F-14

<PAGE>

            NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OF
               PRUCO LIFE INSURANCE COMPANY AND SUBSIDIARIES
           FOR THE YEARS ENDED DECEMBER 31, 1994, 1993, AND 1992

<TABLE>
<CAPTION>
                    EQUITY SECURITIES AT DECEMBER 31,
                    ---------------------------------
                               ($000'S)

                                                UNREALIZED
                                                ----------
                                    COST     GAINS     LOSSES
                                    ----     -----     ------
<S>                               <C>       <C>       <C>
      1994 . . . . . . . . . . .  $ 5,434   $   386   $ 2,494
      1993 . . . . . . . . . . .    4,405       742     2,359
      1992 . . . . . . . . . . .    4,762     1,093     2,969
</TABLE>


<TABLE>
<CAPTION>
                             FIXED MATURITIES
                             ----------------
                                  ($000'S)

                        AT DECEMBER 31,
                                                   INCREASE (DECREASE) IN
                     AMORTIZED     MARKET      DIFFERENCE BETWEEN MARKET VALUE
                        COST        VALUE     AND AMORTIZED COST DURING THE YEAR
                     ---------     ------     ----------------------------------
<S>                 <C>          <C>          <C>
       1994. . . .  $2,647,315   $2,596,172          $(167,494)
       1993. . . .   2,835,251    2,951,602             10,453
       1992. . . .   3,025,030    3,130,928            (74,958)
</TABLE>



The amortized cost and estimated market value of fixed maturities at December
31, 1994 and 1993 are as follows:

<TABLE>
<CAPTION>
                                                            Gross        Gross       Estimated
         1994                               Amortized     unrealized   unrealized      market
         ----                                 cost          gains        losses        value
                                             ($000's)      ($000's)     ($000's)      ($000's)
                                            ----------     --------     --------     ----------
<S>                                         <C>            <C>          <C>          <C>
U.S. Treasury securities
and obligations of
U.S. government corporations
and agencies . . . . . . . . . . . .        $  409,678     $    224     $ 20,259     $  389,643

Obligations of U.S. and
political subdivisions . . . . . . .                --           --           --             --

Debt securities issued by
foreign governments and
their agencies . . . . . . . . . . .            86,026        2,075        2,310         85,791

Corporate securities . . . . . . . .         1,960,296       17,005       43,521      1,933,780

Mortgage-backed
securities . . . . . . . . . . . . .           191,315        1,429        5,786        186,958
                                            ----------     --------     --------     ----------

Total. . . . . . . . . . . . . . . .        $2,647,315     $ 20,733     $ 71,876     $2,596,172
                                            ----------     --------     --------     ----------
                                            ----------     --------     --------     ----------
</TABLE>

                                      F-15

<PAGE>

             NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OF
               PRUCO LIFE INSURANCE COMPANY AND SUBSIDIARIES
           FOR THE YEARS ENDED DECEMBER 31, 1994, 1993, AND 1992

<TABLE>
<CAPTION>
                                                            Gross        Gross       Estimated
         1993                               Amortized     unrealized   unrealized      market
         ----                                 cost          gains        losses        value
                                             ($000's)      ($000's)     ($000's)      ($000's)
                                            ----------     --------     --------     ----------
<S>                                         <C>            <C>          <C>          <C>
U.S. Treasury securities
and obligations of
U.S. government corporations
and agencies . . . . . . . . . . . .        $  374,797     $  3,819     $    638      $ 377,978

Obligations of U.S.
and political subdivisions . . . . .             3,705        1,106           --          4,811

Debt securities issued by
foreign governments and
their agencies . . . . . . . . . . .            99,524        6,632            3        106,153

Corporate securities . . . . . . . .         2,070,066      107,643        4,514      2,173,195

Mortgage-backed
securities . . . . . . . . . . . . .           287,159        6,223        3,917        289,465
                                            ----------     --------     --------     ----------

Total. . . . . . . . . . . . . . . .        $2,835,251     $125,423    $   9,072     $2,951,602
                                            ----------     --------     --------     ----------
                                            ----------     --------     --------     ----------
</TABLE>


The amortized cost and estimated market value of debt securities at December 31,
1994 by contractual maturity, are shown below.  Expected maturities will differ
from contractual maturities because borrowers may have the right to call or
prepay obligations with or without call or prepayment penalties.

<TABLE>
<CAPTION>
                                                                             Estimated
                                                             Amortized         market
                                                                cost           value
                                                              ($000's)        ($000's)
                                                             ----------      ----------

<S>                                                          <C>            <C>
     Due in one year or less . . . . . . . . . . . . .       $  127,296      $  130,795

     Due after one year through five years . . . . . .        1,823,406       1,794,674

     Due after five years through ten years. . . . . .          402,232         384,814

     Due after ten years . . . . . . . . . . . . . . .          103,066          98,931
                                                             ----------      ----------
                                                              2,456,000       2,409,214

     Mortgage-backed securities. . . . . . . . . . . .          191,315         186,958
                                                             ----------      ----------

     Total . . . . . . . . . . . . . . . . . . . . . .       $2,647,315      $2,596,172
                                                             ----------      ----------
                                                             ----------      ----------
</TABLE>

     Proceeds from the sale/maturity of debt securities during 1994, 1993 and
     1992 were $2.7 billion, $1.7 billion and $3.9 billion, respectively. Gross
     gains of $16.8 million, $44.5 million and $90.4 million and gross losses of
     $49.8 million, $12.0 million and $20.8 million were realized on those sales
     during 1994, 1993, and 1992, respectively.

     The Company invests in both investment grade and non-investment grade
     securities. The SVO of the NAIC rates fixed maturities held by insurers
     (SVO rated securities accounted for approximately 93.6% and 93.0% of the
     Company's total fixed maturities balances at both December 31, 1994 and
     1993) for regulatory purposes and groups investments into six categories
     ranging from highest quality bonds to those in or near default. The lowest
     three NAIC categories represent, for the most part, high-yield securities
     and are defined by the NAIC as including any security with a public agency
     rating of B+ or B1 or less.


                                      F-16

<PAGE>

             NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OF
               PRUCO LIFE INSURANCE COMPANY AND SUBSIDIARIES
           FOR THE YEARS ENDED DECEMBER 31, 1994, 1993, AND 1992

     Included in "fixed maturities" are securities that are classified by the
     NAIC as being in the lowest three rating categories. These approximated
     1.5% and 1.6% of the Company's assets at December 31, 1994 and 1993,
     respectively. The amount by which the market  value of these securities
     exceeded the carrying value was approximately $(.9) million and 1.0 million
     at December 31, 1994 and 1993, respectively.

5.   RELATED PARTY TRANSACTIONS

  A. SERVICE AGREEMENTS

     The Company, The Prudential, Pruco Life of New Jersey and Pruco Securities
     Corporation, an indirect wholly-owned subsidiary of The Prudential, operate
     under service and lease agreements whereby services of officers and
     employees, supplies, use of equipment and office space are provided. The
     net cost of these services allocated to the Company were $78 million, $98
     million, and $71 million for the years ended December 31, 1994, 1993, and
     1992, respectively.

     In a reorganization of the parent's Individual Insurance Department,
     effective January 1, 1993, the corporate staff of the Company was absorbed
     by the parent. The costs associated with these employees, which were
     previously borne by the Company, are now charged to the Company under the
     service and lease agreements with the parent.

  B. EMPLOYEE BENEFIT PLANS

     PENSION PLANS

     The Company is a wholly-owned subsidiary of The Prudential which sponsors a
     defined benefit pension plan. The defined benefit pension plan is generally
     based on career average earnings and credit length of service. The
     Prudential's funding policy is to contribute annually the amount necessary
     to satisfy the Internal Revenue Service contribution guidelines.

     No pension expense for contributions to the plan was allocated to the
     Company in 1994, 1993 or 1992 because the plan was subject to the full
     funding limitation under the Internal Revenue Code.

     POSTRETIREMENT LIFE AND HEALTH BENEFITS

     The Prudential also sponsors postretirement defined benefit plans which
     provide certain life insurance and health care benefits. Substantially all
     employees may become eligible to receive a benefit if they retire after age
     55 with at least 10 years of service. Prior to 1993, The Prudential's
     policy was to fund the cost of providing these benefits in the years that
     the employees were providing services to the Company.  Effective for 1993,
     The Prudential has recognized the cost of these benefits in accordance with
     the accounting policy issued by the National Association of Insurance
     Commissioners (NAIC). The NAIC's policy is similar to SFAS No. 106,
     "Employers' Accounting for Postretirement Benefits Other Than Pensions"
     except that the NAIC policy excludes non-vested employees and only allows
     the transition obligation to be recognized immediately or amortized over
     twenty years. The Prudential has elected to amortize its transition
     obligation over twenty years.  A provision for contributions to the
     postretirement fund is included in the net cost of services allocated to
     the Company discussed above for the years ended December 31, 1994, 1993 and
     1992.


                                      F-17

<PAGE>

             NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OF
               PRUCO LIFE INSURANCE COMPANY AND SUBSIDIARIES
           FOR THE YEARS ENDED DECEMBER 31, 1994, 1993, AND 1992

C.   REINSURANCE

     The Company currently has two reinsurance agreements in place with The
     Prudential (the reinsurer). Specifically: reinsurance of a 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; and, a Yearly Renewable Term agreement 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 ($2.5 million).  These
     agreements had no material effect on net income for the years ended
     December 1994, 1993, and 1992.


D.   OTHER TRANSACTIONS

     A certificate of deposit issued by The Prudential Bank and Trust Company of
     $50 million as of December 31, 1993 was not renewed in 1994. The Company
     also received a $9 million payment settlement of a promissory note from
     Pruco Inc. during 1993.

     The Company has issued approximately 375 variable universal life contracts
     to The Prudential for the purpose of funding non-qualified pension benefits
     for certain employees. Included in insurance premiums and annuity
     considerations for the years ended December 31, 1994, 1993 and 1992 are
     respectively, $12 million, $12 million and $13 million, which are
     attributable to these contracts.

6.   DIVIDENDS

     The Company is subject to Arizona law which limits the amount of dividends
     that insurance companies can pay to stockholders. The maximum dividend
     which may be paid in any 12 month period without notification or approval
     is limited to the lesser of 10% of surplus as of December 31 of the
     preceding year or the net gain from operations of the preceding calendar
     year. Cash dividends may only be paid out of surplus derived from realized
     net profits. Based on these limitations and the Company's surplus position
     at December 31, 1994, the Company would be permitted a maximum of $60
     million in dividend distributions in 1995, all of which could be paid in
     cash, without approval from The State of Arizona Department of Insurance.

7.   FAIR VALUE INFORMATION

     The fair value amounts have been determined by the Company using available
     information and reasonable valuation methodologies for only those accounts
     for which fair value


                                      F-18

<PAGE>

                NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OF
                  PRUCO LIFE INSURANCE COMPANY AND SUBSIDIARIES
              FOR THE YEARS ENDED DECEMBER 31, 1994, 1993, AND 1992

     disclosures are required. Considerable judgment is necessarily applied in
     interpreting data to develop the estimates of fair value.  Accordingly, the
     estimates presented may not be realized in a current market exchange.  The
     use of different market assumptions and/or estimation methodologies could
     have a material effect on the estimated fair values.

     The following methods and assumptions were used in calculating the fair
     values.  For all other financial instruments presented in the table, the
     carrying value is a reasonable estimate of fair value.

     FIXED MATURITIES.  Fair values for fixed maturities, other than private
     placement securities, are based on quoted market prices or estimates from
     independent pricing services.  Fair values for private placement securities
     are estimated using a discounted cash flow model which considers the
     current market spreads between the U.S. Treasury yield curve and corporate
     bond yield curve adjusted for the type of issue, its current quality and
     its remaining average life.  The fair value of certain non-performing
     private placement securities is based on amounts provided by state
     regulatory authorities.

     MORTGAGE LOANS.  The fair value of the commercial mortgage and agricultural
     loan portfolio is primarily based upon the present value of the scheduled
     cash flows discounted at the appropriate U.S. Treasury rate, adjusted for
     the current market spread for a similar quality mortgage.  For certain
     non-performing and other loans, fair value is based upon the value of the
     underlying collateral.

     POLICY LOANS.  The estimated fair value is calculated using a discounted
     cash flow model based upon current U.S. Treasury rates and historical loan
     repayments.

     INVESTMENT-TYPE INSURANCE CONTRACT LIABILITIES.  Fair values for the
     Company's investment-type insurance contract liabilities are estimated
     using a discounted cash flow model, based on interest rates currently being
     offered for similar contracts.

     The following table discloses the carrying amounts and estimated fair
     values of the Company's financial instruments at December 31, 1994 and
     1993.

<TABLE>
<CAPTION>
                                                 ($000's)                                ($000's)

                                                   1994                                    1993
                                        --------------------------              ---------------------------
                                         Carrying         Fair                   Carrying          Fair
                                           Value          Value                    Value           Value
                                        ----------     -----------              -----------     -----------
<S>                                    <C>             <C>                      <C>             <C>
     Financial Assets:
       Fixed maturities                $ 2,647,315     $ 2,596,172              $ 2,835,251     $ 2,951,602
       Equity securities                     3,326           3,326                    2,788           2,788
       Mortgage loans                       71,919          71,805                   56,184          58,738
       Policy loans                        493,862         448,617                  420,271         416,243
       Other long-term investments           4,044           4,044                    2,753           2,753
       Short-term investments              191,455         191,455                  201,079         201,079
     Financial Liabilities:
       Investment-type
         insurance contracts           $   794,691     $   761,324              $ 1,053,025     $ 1,033,692
</TABLE>

8.   CONTINGENCIES

     Various lawsuits against the Company have arisen in the course of the
     Company's business. In certain of these matters, large and/or indeterminate
     amounts are sought. In the opinion of the Company, any ultimate liability
     which would result from such litigation would not have a material adverse
     effect on the Company's financial position.


                                      F-19

<PAGE>

                  PRUCO LIFE INSURANCE COMPANY AND SUBSIDIARIES
   SCHEDULE I - SUMMARY OF INVESTMENTS - OTHER THAN INVESTMENTS IN AFFILIATES
                                DECEMBER 31, 1994

                                   ( $000's )

<TABLE>
<CAPTION>

                                                                                                       Amount
                                                                                                      at which
                                                                                                      shown on
                                                                                  Market            the Balance
              Type of investment                          Cost                     Value                Sheet
          --------------------------                --------------             -------------        ------------
<S>                                                 <C>                        <C>                  <C>
Fixed Maturities:

   Bonds:

       United States Government and government
          agencies and authorities . . . . . . .    $     600,992              $     576,601        $    600,992
       Foreign governments . . . . . . . . . . .           86,027                     85,791              86,027
       Public Utilities. . . . . . . . . . . . .          174,687                    174,972             174,687
       All other corporate bonds . . . . . . . .        1,783,448                  1,756,651           1,783,448
       Redeemable preferred stock. . . . . . . .            2,161                      2,157               2,161
                                                    --------------             -------------        ------------
          Total fixed maturities . . . . . . .          2,647,315                  2,596,172           2,647,315
                                                    --------------             -------------        ------------

Equity Securities:

   Common Stock. . . . . . . . . . . . . . . . .            4,531                      2,765               2,765
   Nonredeemable preferred stock . . . . . . . .              903                        561                 561
                                                    --------------             -------------        ------------
         Total equity securities . . . . . . . .            5,434                      3,326               3,326


Mortgage loans on real estate. . . . . . . . . .           71,919                     XXXXXX              71,919
Real Estate. . . . . . . . . . . . . . . . . . .            7,189                     XXXXXX               7,189
Policy Loans . . . . . . . . . . . . . . . . . .          493,862                     XXXXXX             493,862
Other long-term investments. . . . . . . . . . .            4,044                     XXXXXX               4,044
Short-term investments . . . . . . . . . . . . .          191,455                     XXXXXX             191,455
                                                    --------------                                  ------------
          Total investments. . . . . . . . . . .    $   3,421,218                                   $  3,419,110
                                                    ==============                                  ============

</TABLE>


                                       F-20
<PAGE>

                          PRUCO LIFE INSURANCE COMPANY AND SUBSIDIARIES
                              SCHEDULE VI - SCHEDULE OF REINSURANCE
                                FOR YEAR ENDED DECEMBER 31, 1994

                                           ( $000's )

<TABLE>
<CAPTION>

                                                                                                         Percentage
                                                          Ceded to         Assumed                        of amount
                                           Gross            other        from other         Net          assumed to
                                          Amount          companies       companies       amount             net
                                       -------------    ------------    ------------   -------------    ------------
<S>                                    <C>             <C>             <C>            <C>               <C>


Life insurance in force. . . . . . . . $ 48,003,675    $    531,166    $          0   $  47,472,509          N/A
                                       =============    ============    ============   =============    ============

Life insurance premiums and  . . . . . $    613,237    $      1,476    $         59   $     611,820         .010%
annuity considerations                 =============    ============    ============   =============    ============
</TABLE>


                                       F-21

<PAGE>

                          PRUCO LIFE INSURANCE COMPANY AND SUBSIDIARIES
                              SCHEDULE VI - SCHEDULE OF REINSURANCE
                                FOR YEAR ENDED DECEMBER 31, 1993

                                           ( $000's )

<TABLE>
<CAPTION>

                                                                                                         Percentage
                                                          Ceded to         Assumed                        of amount
                                           Gross            other        from other         Net          assumed to
                                          Amount          companies       companies       amount             net
                                       -------------    ------------    ------------   -------------    ------------
<S>                                   <C>              <C>             <C>            <C>               <C>
Life insurance in force. . . . . . . .$  48,837,477    $    290,386    $          0   $  48,547,091          N/A
                                       =============    ============    ============   =============    ============

Life insurance premiums and. . . . . .$     564,747    $        847    $          0   $     563,900          N/A
annuity considerations                 =============    ============    ============   =============    ============
</TABLE>

<PAGE>

                          PRUCO LIFE INSURANCE COMPANY AND SUBSIDIARIES
                              SCHEDULE VI - SCHEDULE OF REINSURANCE
                                FOR YEAR ENDED DECEMBER 31, 1992

                                           ( $000's )

<TABLE>
<CAPTION>

                                                                                                         Percentage
                                                          Ceded to         Assumed                        of amount
                                           Gross            other        from other         Net          assumed to
                                          Amount          companies       companies       amount             net
                                       -------------    ------------    ------------   -------------    ------------
<S>                                   <C>              <C>             <C>            <C>               <C>


Life insurance in force. . . . . . . .$  49,317,116    $    168,915    $          0   $  49,148,201          N/A
                                       =============    ============    ============   =============    ============

Life insurance premiums and. . . . . .$     497,610    $        522    $          0   $     497,088          N/A
annuity considerations                 =============    ============    ============   =============    ============
</TABLE>


<TABLE> <S> <C>

<PAGE>
<ARTICLE> 7
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1994
<PERIOD-END>                               DEC-31-1994
<DEBT-HELD-FOR-SALE>                                 0
<DEBT-CARRYING-VALUE>                        2,647,315
<DEBT-MARKET-VALUE>                          2,596,172
<EQUITIES>                                       3,326
<MORTGAGE>                                      71,919
<REAL-ESTATE>                                    7,189
<TOTAL-INVEST>                               3,419,110
<CASH>                                          27,780
<RECOVER-REINSURE>                                  38
<DEFERRED-ACQUISITION>                               0
<TOTAL-ASSETS>                               7,090,802
<POLICY-LOSSES>                                      0
<UNEARNED-PREMIUMS>                                  0
<POLICY-OTHER>                                  15,184
<POLICY-HOLDER-FUNDS>                            2,253
<NOTES-PAYABLE>                                      0
<COMMON>                                         2,500
                                0
                                          0
<OTHER-SE>                                     673,587
<TOTAL-LIABILITY-AND-EQUITY>                 7,090,802
                                     611,820
<INVESTMENT-INCOME>                            245,977
<INVESTMENT-GAINS>                            (21,215)
<OTHER-INCOME>                                  13,259
<BENEFITS>                                     559,658
<UNDERWRITING-AMORTIZATION>                          0
<UNDERWRITING-OTHER>                           149,478
<INCOME-PRETAX>                                140,705
<INCOME-TAX>                                    87,750
<INCOME-CONTINUING>                             52,955
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    52,955
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
<RESERVE-OPEN>                                       0
<PROVISION-CURRENT>                                  0
<PROVISION-PRIOR>                                    0
<PAYMENTS-CURRENT>                                   0
<PAYMENTS-PRIOR>                                     0
<RESERVE-CLOSE>                                      0
<CUMULATIVE-DEFICIENCY>                              0
        

</TABLE>


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