FORM 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
The registrant meets the conditions set forth in General Instruction H(1)(a) and
(b) of Form 10-Q and is therefore filing this Form with the reduced disclosure
format.
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: June 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number: 33-50884
33-84480
33-90272
NORTHBROOK LIFE INSURANCE COMPANY
(Exact name of registrant as specified in its charter)
ARIZONA 35-3001527
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3100 Sanders Road
Northbrook, Illinois 60062
(Address of principal executive offices)(Zip Code)
847/402-2400
(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes../X/.. No
Indicate the number of shares of each of the issuer's classes of common
stock, as of June 30, 2000; there were 25,000 shares of common capital stock
outstanding, par value $100 per share all of which shares are held by Allstate
Life Insurance Company.
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
Statements of Financial Position
June 30, 2000(Unaudited) and December 31, 1999.................. 3
Statements of Operations
Six Months Ended June 30, 2000 and
June 30, 1999 (Unaudited)....................................... 4
Statements of Cash Flows
Six Months Ended June 30, 2000 and
June 30, 1998 (Unaudited)................................. 5
Notes to Financial Statements.................................... 6
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS..................... 9
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT
MARKET RISK*..................................................N/A
PART II - OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS..................................................12
Item 2. CHANGES IN SECURITIES*............................................N/A
Item 3. DEFAULTS UPON SENIOR SECURITIES*..................................N/A
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS*..............N/A
Item 5. OTHER INFORMATION..................................................12
Item 6. EXHIBITS AND REPORTS ON FORM 8-K...................................12
SIGNATURE PAGE...............................................................14
*Omitted pursuant to General Instruction H(2) of Form 10-Q.
-2-
<PAGE>
NORTHBROOK LIFE INSURANCE COMPANY
STATEMENTS OF FINANCIAL POSITION
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
------------------ ------------------
------------------ ------------------
($ in thousands, except par value data) (Unaudited)
<S> <C> <C>
Assets
Investments
Fixed income securities, at fair value
(amortized cost $91,228 and $89,205) $ 89,277 $ 86,998
Short-term 4,494 3,170
------ ------
Total investments 93,771 90,168
Cash 47 21
Reinsurance recoverable from
Allstate Life Insurance Company, net 1,984,543 2,022,502
Other assets 5,420 5,997
Separate Accounts 7,802,383 8,211,996
---------- ---------
Total assets $ 9,886,164 $ 10,330,684
============ ============
Liabilities
Reserve for life-contingent contract benefits $ 146,288 $ 150,587
Contractholder funds 1,838,270 1,871,933
Current income taxes payable 3,205 2,171
Deferred income taxes 909 746
Payable to affiliates, net 5,616 5,990
Separate Accounts 7,802,383 8,211,996
---------- ----------
Total liabilities 9,796,671 10,243,423
---------- -----------
Commitments and Contingent Liabilities (Note 4)
Shareholder's equity
Common stock, $100 par value, 25 thousand shares
authorized, issued and outstanding 2,500 2,500
Additional capital paid-in 56,600 56,600
Retained income 31,661 29,596
Accumulated other comprehensive income:
Unrealized net capital losses (1,268) (1,435)
------- -------
Total accumulated other comprehensive income (1,268) (1,435)
------- -------
Total shareholder's equity 89,493 87,261
------- -------
Total liabilities and shareholder's equity $ 9,886,164 $ 10,330,684
============ ============
</TABLE>
See notes to financial statements.
-3-
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
NORTHBROOK LIFE INSURANCE COMPANY
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
-------------------------------- --------------------------------
-------------------------------- --------------------------------
($ in thousands) 2000 1999 2000 1999
-------------- -------------- ------------- --------------
-------------- -------------- ------------- --------------
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Revenues
Net investment income $ 1,817 $ 1,497 $ 3,412 $ 2,984
Realized capital gains and losses - 176 (239) 565
----- ----- ----- -----
Income from operations
before income tax expense 1,817 1,673 3,173 3,549
Income tax expense 634 584 1,108 1,240
---- ---- ------ ------
Net income $ 1,183 $ 1,089 $ 2,065 $ 2,309
======== ======== ======== ========
</TABLE>
See notes to financial statements.
-4-
<PAGE>
NORTHBROOK LIFE INSURANCE COMPANY
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Six Months Ended
June 30,
------------------------------------------
------------------------------------------
($ in thousands) 2000 1999
------------------- ------------------
------------------------------------------
(Unaudited)
<S> <C> <C>
Cash flows from operating activities
Net income $ 2,065 $ 2,309
Adjustments to reconcile net income to net cash
provided by operating activities:
Amortization and other non-cash items 96 229
Realized capital gains and losses 239 (565)
Changes in:
Life-contingent contract benefits and
contractholder funds (3) 20
Income taxes payable 1,109 1,242
Other operating assets and liabilities (335) (258)
----- -----
Net cash provided by operating activities 3,171 2,977
------ ------
Cash flows from investing activities
Fixed income securities
Proceeds from sales 1,763 16,059
Investment collections 1,661 4,845
Investment purchases (5,294) (15,355)
Change in short-term investments, net (1,275) (8,526)
------- -------
Net cash used in investing activities (3,145) (2,977)
------- -------
Net increase in cash 26 -
Cash at the beginning of period 21 -
--- -
Cash at end of period $ 47 $ -
==== ==
</TABLE>
See notes to financial statements.
-5-
<PAGE>
NORTHBROOK LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Presentation
The accompanying financial statements include the accounts of
Northbrook Life Insurance Company (the "Company"), a wholly owned
subsidiary of Allstate Life Insurance Company ("ALIC"), which is wholly
owned by Allstate Insurance Company ("AIC"), a wholly owned subsidiary of
The Allstate Corporation (the "Corporation"). These financial statements
have been prepared in conformity with accounting principles generally
accepted in the United States of America.
The financial statements and notes as of June 30, 2000, and for the
three month and six month periods ended June 30, 2000 and 1999, are
unaudited. The financial statements reflect all adjustments (consisting
only of normal recurring accruals) which are, in the opinion of management,
necessary for the fair presentation of the financial position, results of
operations and cash flows for the interim periods. The financial statements
and notes should be read in conjunction with the financial statements and
notes thereto included in the Northbrook Life Insurance Company Annual
Report on Form 10-K for 1999. The results of operations for the interim
periods should not be considered indicative of results to be expected for
the full year.
2. Reinsurance
The Company has reinsurance agreements whereby substantially all
premiums, contract charges, credited interest, policy benefits and certain
expenses are ceded to ALIC and reflected net of such reinsurance in the
statements of operations. Reinsurance recoverable and the related reserve
for life-contingent contract benefits and contractholder funds are reported
separately in the statements of financial position. The Company continues
to have primary liability as the direct insurer for risks reinsured.
Investment income earned on the assets which support contractholder
funds and the reserve for life-contingent contract benefits is not included
in the Company's financial statements as those assets are owned and managed
under the terms of reinsurance agreements. The following table summarizes
amounts which were ceded to ALIC under reinsurance agreements.
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
------------------------------ ----------------------------------
<S> <C> <C> <C> <C> <C>
($ in thousands) 2000 1999 2000 1999
---------------- ------------- ---------------- -----------------
Premiums $ 50 $ 1,102 $ 153 $ 1,942
Contract charges 30,423 30,102 62,479 57,580
Credited interest, policy benefits
and certain expenses 50,362 58,367 100,352 113,861
</TABLE>
-6-
<PAGE>
NORTHBROOK LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
3. Comprehensive Income
The components of other comprehensive income on a pretax and after-tax
basis are as follows:
<TABLE>
<CAPTION>
Three Months Ended June 30,
---------------------------------------------------------------------------
($ in thousands) 2000 1999
----------------------------------- ------------------------------------
After- After-
Pretax Tax tax Pretax Tax tax
----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Unrealized capital gains and losses:
Unrealized holding gains (losses)
arising during the period $ (173) $ 60 $ (113) $ (2,468) $864 $ (1,604)
Less: reclassification adjustments - - - 176 (62) 114
-------- --------- -------- --------- ------- --------
Unrealized net capital gains (losses) (173) 60 (113) (2,644) 926 (1,718)
--------- --------- -------- --------- --------- -------
Other comprehensive income (loss) $ (173) $ 60 (113) $ (2,644) $ 926 (1,718)
========= ==== =========== ==========
Net income 1,183 1,089
-------- ------
Comprehensive income (loss) $ 1,070 $ (629)
======= =======
</TABLE>
<TABLE>
<CAPTION>
Six Months Ended June 30,
---------------------------------------------------------------------------
($ in thousands) 2000 1999
----------------------------------- ------------------------------------
After- After-
Pretax Tax tax Pretax Tax tax
--------------------------------------------------------------------------
Unrealized capital gains and losses:
<S> <C> <C> <C> <C> <C> <C>
Unrealized holding gains (losses)
arising during the period $ 18 $ (6) $ 12 $ (4,277) $ 1,497 $ (2,780)
Less: reclassification adjustments (239) 84 (155) 565 (198) 367
---- ---- ----- -------- ------- --------
Unrealized net capital gains (losses) 257 (90) 167 (4,842) 1,695 (3,147)
---- ---- ----- -------- ------- --------
Other comprehensive income (loss) $257 $ (90) 167 $ (4,842) $ 1,695 3,147
==== ====== ========= =======
Net income 2,065 2,309
------- -------
Comprehensive income (loss) $ 2,232 $ (838)
======= ======
</TABLE>
-7-
<PAGE>
NORTHBROOK LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
4. Regulation and Legal Proceedings
The Company's business is subject to the effects of a changing social,
economic and regulatory environment. Recent public and regulatory
initiatives have varied and include employee benefit regulations, removal
of barriers preventing banks from engaging in the securities and insurance
business, tax law changes affecting the taxation of insurance companies and
the tax treatment of insurance products and its impact on the relative
desirability of various personal investment vehicles. The ultimate changes
and eventual effects, if any, of these initiatives are uncertain.
In the normal course of its business, the Company is involved in
pending and threatened litigation and regulatory actions in which claims
for monetary damages are asserted. At this time, based on their present
status, it is in the opinion of management, that the ultimate liability, if
any, in one or more of these actions in excess of amounts currently
reserved is not expected to have a material effect on the results of
operations, liquidity or financial position of the Company.
-8-
<PAGE>
ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FOR THE THREE MONTH AND SIX MONTH PERIODS
ENDED JUNE 30, 2000 AND 1999
The following discussion highlights significant factors influencing results
of operations and changes in financial position of Northbrook Life Insurance
Company (the "Company"). It should be read in conjunction with the financial
statements and related notes thereto found under Part I. Item 1 contained herein
and with the discussion, analysis, financial statements and notes thereto in
Part I. Item 1 and Part II. Items 7 and 8 of the Northbrook Life Insurance
Company Annual Report on Form 10-K for the year ended December 31, 1999.
The Company, a wholly owned subsidiary of Allstate Life Insurance Company
("ALIC"), which is a wholly owned subsidiary of Allstate Insurance Company
("AIC"), a wholly owned subsidiary of The Allstate Corporation (the
"Corporation"), markets savings and life insurance products through Dean Witter
Reynolds Inc., a wholly owned subsidiary of Morgan Stanley Dean Witter & Co.
Savings products include deferred annuities and immediate annuities without life
contingencies. Deferred annuities include fixed rate, market value adjusted, and
variable annuities. Life insurance consists of interest-sensitive life,
immediate annuities with life contingencies, and variable life insurance.
The Company has identified itself as a single segment entity.
The assets and liabilities related to variable annuity and variable life
contracts are legally segregated and reflected as Separate Accounts. The assets
of the Separate Accounts are carried at fair value. Separate Accounts
liabilities represent the contractholders' claim to the related assets and are
carried at the fair value of the assets. In the event that the asset value of
certain contractholder accounts are projected to be below the value guaranteed
by the Company, a liability is established through a charge to earnings.
Investment income and realized capital gains and losses of the Separate Accounts
accrue directly to the contractholders and therefore, are not included in the
Company's statements of operations.
Results of Operations
---------------------
<TABLE>
<CAPTION>
($ in thousands)
Three Months Ended Six Months Ended
June 30, June 30,
2000 1999 2000 1999
------------- ------------ ------------- ----------------
<S> <C> <C> <C> <C>
Net investment income $ 1,817 $ 1,497 $ 3,412 $ 2,984
========== =========== =========== ==========
Realized capital gains and losses, after tax $ - $ 114 $ (155) $ 367
========== =========== =========== =========
Net income $ 1,183 $ 1,089 $ 2,065 $ 2,309
========== =========== ============ ==========
</TABLE>
The Company has reinsurance agreements under which substantially all
contract and policy related transactions are transferred to ALIC. The Company's
results of operations include only net investment income and realized capital
gains and losses earned on the assets of the Company that are not transferred
under the reinsurance agreements.
-9-
<PAGE>
ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FOR THE THREE MONTH AND SIX MONTH PERIODS
ENDED JUNE 30, 2000 AND 1999
Net income for the second quarter increased 8.6% to $1.2 million and
decreased for the six months ending June 30, 2000, 10.6% to $2.1 million,
respectively, as higher net investment income during both periods was offset by
lower realized capital gains in the second quarter and realized capital losses
in the first six months of 2000, when compared to the same periods of 1999. Net
investment income for the three month and six month periods ended June 30, 2000
increased 21.4% to $1.8 million and 14.3% to $3.4 million, respectively, over
the same periods in 1999. The increases in both periods were attributable to
higher investment balances.
There were no realized capital losses or gains for the second quarter of
2000, compared to realized capital gains, after tax, of $114 thousand for the
same period last year. Realized capital losses, after-tax, were $155 thousand
for the first six months of 2000, compared to realized capital gains, after-tax,
of $367 thousand for the same period last year. Period to period fluctuations in
realized capital gains and losses are largely the result of timing of sales
decisions reflecting management's decision on positioning the portfolio, as well
as assessments of individual securities and overall market conditions.
Financial Position
------------------
<TABLE>
<CAPTION>
($ in thousands)
June 30, December 31,
2000 1999
------------------- --------------------
<S> <C> <C> <C>
Fixed income securities (1) $ 89,277 $ 86,998
Short-term investments 4,494 3,170
--------------- ------------
Total investments $ 93,771 $ 90,168
=============== ============
Reinsurance recoverable from ALIC, net $ 1,984,543 $ 2,022,502
=============== ============
Separate Account assets and liabilities $ 7,802,383 $ 8,211,996
=============== ============
Contractholder funds $ 1,838,270 $ 1,871,933
=============== ============
</TABLE>
(1) Fixed income securities are carried at fair value. Amortized cost for these
securities was $91,228 and $89,205 at June 30, 2000 and December 31, 1999,
respectively.
Total investments were $93.8 million at June 30, 2000 compared to $90.2
million at December 31, 1999. The increase was due to positive cash flows
generated from operations and lower unrealized net capital losses on fixed
income securities. At June 30, 2000, unrealized net capital losses on the fixed
income securities were $2.0 million compared to unrealized net capital losses of
$2.2 million at December 31, 1999. Investments at June 30, 2000, excluding
Separate Accounts and unrealized losses on fixed income securities, grew 3.6%
from December 31, 1999.
At June 30, 2000, all of the Company's fixed income securities portfolio
was rated investment grade, which is defined by the Company as a security having
a National Association of Insurance Commissioners ("NAIC") rating of 1 or 2, a
Moody's rating of Aaa, A, Aa, Baa or comparable Company internal rating.
During the six months ended June 30, 2000, contractholder funds decreased
by $33.7 million and amounts recoverable from ALIC decreased by $38.0 million as
compared to December 31, 1999 balances. These decreases during both periods were
due to increases in the sales of market value adjusted annuities and other fixed
annuities were more than offset by higher surrenders and withdrawals. As the
Company's interest-sensitive life policies and annuity contracts in-force grow
and age, the dollar amount of surrenders and withdrawals may increase in the
future, a significant increase in the level of surrenders relative to total
contractholder account balances is not anticipated.Reinsurance recoverable from
ALIC relates to contract benefit obligations ceded to ALIC.
-10-
<PAGE>
ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FOR THE THREE MONTH AND SIX MONTH PERIODS
ENDED JUNE 30, 2000 AND 1999
Separate Accounts assets and liabilities decreased $409.6 million to $7.8
billion at June 30, 2000 compared to the December 31, 1999 balance. The decrease
was primarily attributable to decreased sales of variable annuity contracts and
unfavorable investment performance of the Separate Account investment
portfolios.
Liquidity and Capital Resources
-------------------------------
Under the terms of reinsurance agreements, substantially all premiums and
deposits, excluding those relating to Separate Accounts, are transferred to
ALIC, which maintains the investment portfolios supporting the Company's
products. Substantially all payments of policyholder claims, benefits, contract
maturities, contract surrenders and withdrawals and certain operating costs are
also reimbursed by ALIC, under the terms of the reinsurance agreements. The
Company continues to have primary liability as a direct insurer for risks
reinsured. The Company's ability to meet liquidity demands is dependent on
ALIC's ability to meet those demands. ALIC's claims-paying ability was rated
Aa2, AA+ and A+ by Moody's, Standard and Poor's and A.M. Best, respectively, at
June 30, 2000.
The primary sources for the remainder of the Company's funds are collection
of principal and interest from the investment portfolio and capital
contributions from ALIC. The primary uses for the remainder of the Company's
funds are to purchase investments and pay costs associated with the maintenance
of the Company's investment portfolio.
At June 30, 2000, the Moody's, Standard and Poor's, and A.M. Best
claims-paying ratings for the Company were Aa2, AA+, and A+, respectively.
Forward-Looking Statements
--------------------------
This document contains "forward-looking statements" that anticipate results
based on management's plans that are subject to uncertainty. These statements
are made subject to the safe-harbor provisions of the Private Securities
Litigation Reform Act of 1995.
Forward-looking statements do not relate strictly to historical or current
facts and may be identified by their use of words like "plans," "expects,"
"will," "anticipates," "estimates," "intends," "believes" and other words with
similar meanings. These statements may address, among other things, our strategy
for growth, product development, regulatory approvals, market position,
expenses, financial results and reserves. Forward-looking statements are based
on management's current expectations of future events. We cannot guarantee that
any forward-looking statement will be accurate. However, we believe that our
forward-looking statements are based on reasonable, current expectations and
assumptions. We assume no obligation to update any forward-looking statements as
a result of new information or future events or developments.
If the expectations or assumptions underlying our forward-looking
statements prove inaccurate or if risks or uncertainties arise, actual results
could differ materially from those communicated in our forward-looking
statements. In addition to the normal risks of business, the Company is subject
to significant risk factors, including those listed below which apply to it as
an insurance business.
o Changes in market interest rates can have adverse effects on the
Company's investment portfolio, investment income and product sales.
Increases in market interest rates have an adverse impact on the value
of the investment portfolio by decreasing unrealized capital gains on
fixed income securities. In addition, increases in market interest
rates as compared to rates offered on some of the Company's products
could make those products less attractive and therefore decrease sales
or increase the level of surrenders on these products. Declining
market interest rates could have an adverse impact on the Company's
investment income as the Company reinvests proceeds from positive cash
flows from operations and maturing and called investments in new
investments that could be yielding less than the portfolio's average
rate. Additionally the impact of decreasing Separate Account balances
resulting from fluctuating market conditions could cause contract
charges realized by the Company to decrease.
o In order to meet the anticipated cash flow requirements of the
obligations to policyholders, from time to time the effective duration
of the assets and liabilities of the investment portfolio is adjusted.
Those adjustments may have an impact on the value of the investment
portfolio and on investment income.
o State insurance regulatory authorities require insurance companies to
maintain specified levels of statutory capital and surplus. In
addition, competitive pressures require the Company to maintain
financial strength or claims-paying ability ratings. These
restrictions affect the Company's ability to use its capital.
o The Company distributes some of its products under agreements with
other financial services entities. Termination of such agreements due
to changes in control of these non-affiliated entities could have a
detrimental effect on the Company's sales. This risk may be increased
due to the recent enactment of the Gramm-Leach-Bliley Act of 1999,
which eliminates many federal and state law barriers to affiliations
among banks, securities firms, insurers and other financial service
providers.
o A number of enacted and pending legislative measures may lead to
increased consolidation and increased competition in the financial
services industry. At the federal level, these measures include the
recently enacted Gramm-Leach-Bliley Act of 1999, which eliminates many
federal and state law barriers to affiliations among banks, securities
firms, insurers and other financial service providers. At the state
level, these measures include legislation to permit mutual insurance
companies to convert to a hybrid structure known as a mutual holding
company, thereby allowing insurance companies owned by their
policyholders to become stock insurance companies owned (through one
or more intermediate holding companies) at least 51% by their
policyholders and potentially up to 49% by stockholders. Also several
large mutual life insurers have used or are expected to use existing
state laws and regulations governing the conversion of mutual
insurance companies into stock insurance companies (demutualization).
These measures may also increase competition for capital among
financial service providers.
o Deferred annuities and interest-sensitive life insurance products
receive favorable policyholder taxation under current tax laws and
regulations. Any legislative or regulatory changes that adversely
alter this treatment are likely to negatively affect the demand for
these products.
o Financial strength ratings have become an increasingly important
factor in establishing the competitive position of insurance companies
and may generally be expected to have an effect on an insurance
company's business. On an ongoing basis, rating organizations review
the financial performance and condition of insurers. Downgrades in one
or more of the ratings of the Company could have a material adverse
effect on the Company's business, financial condition and results of
operations.
-11-
<PAGE>
PART II - OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
The Company and its Board of Directors know of no material legal
proceedings pending to which the Company is a party or which would
materially affect the Company. The Company is involved in pending and
threatened litigation in the normal course of its business in which claims
for monetary damages are asserted. Management, after consultation with
legal counsel, does not anticipate the ultimate liability arising from such
pending or threatened litigation to have a material effect on the financial
condition of the Company.
Item 5. OTHER INFORMATION
Not applicable.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits required by Item 601 of Regulation S-K
(2) None
(3)(i) Amended and Restated Articles of Incorporation and Articles of
Redomestication of Northbrook Life Insurance Company (Incorporated herein
by reference to the Company's Form 10-K Annual Report for the year ended
December 31, 1998)
(3)(ii) Amended and Restated By-laws of Northbrook Life Insurance Company
(Incorporated herein by reference to the Company's Form 10-K Annual Report
for the year ended December 31, 1998)
(4) None
(10)(a) Reinsurance Agreement between Northbrook Life Insurance Company and
Allstate Life Insurance Company (Incorporated herein by reference to the
Company's Form S-1 Registration Statement (File No. 033-84480) dated April
1, 1997)
(10)(b) Amendment No. 1 to the Reinsurance Agreement between Northbrook Life
Insurance Company and Allstate Life Insurance Company, dated June 6, 1991.
(Incorporated herein by reference to the Company's Form 10-Q dated May 14,
1999).
(10)(c) Amendment No. 2 to the Reinsurance Agreement between Northbrook Life
Insurance Company and Allstate Life Insurance Company, dated September 28,
1993. (Incorporated herein by reference to the Company's Form 10-Q dated
May 14, 1999).
(10)(d) Amendment No. 3 to the Reinsurance Agreement between Northbrook Life
Insurance Company and allstate Life Insurance Company, dated February 23,
1995. (Incorporated herein by reference to the Company's Form 10-Q dated
May 14, 1999).
(10)(e) Amendment No. 4 to the Reinsurance Agreement between Northbrook Life
Insurance Company and Alstate Life Insurance Company, dated June 12, 1995.
(Incorporated herein by reference to the Company's Form 10-Q dated May 14,
1999).
(10)(f) Amendment No. 5 to the Reinsurance Agreement between Northbrook Life
Insurance Company and Allstate Life Insurance Company, dated January 26,
1996. (Incorporated herein by reference to the Company's Form 10-Q dated
May 14, 1999).
(10)(g) Amendment No. 6 to the Reinsurance Agreement between Northbrook Life
Insurance Company and Allstate Life Insurance Company, dated January 15,
1997. (Incorporated herein by reference to the Company's Form 10-Q dated
May 14, 1999).
(10)(h) Amendment No. 7 to the Reinsurance Agreement between Northbrook Life
Insurance Company and Allstate Life Insurance Company, dated October 22,
1998. (Incorporated herein by reference to the Company's Form 10-Q dated
May 14, 1999).
(10)(i) Modified Coinsurance Agreement between Northbrook Life Insurance Company
and Allstate Life Insurance Company, dated October 20, 1987. (Incorporated
herein by reference to the Company's Form 10-Q dated May 14, 1999).
-12-
<PAGE>
(10)(j) Amendment No. 1 to the Modified Coinsurance Agreement between Northbrook
Life Insurance Company and Allstate Life Insurance Company, dated June 6,
1991. (Incorporated herein by reference to the Company's Form 10-Q dated
May 14, 1999).
(10)(k) Amendment No. 2 to the Modified Coinsurance Agreement between Northbrook
Life Insurance Company and Allstate Life Insurance Company, dated June 8,
1995. (Incorporated herein by reference to the Company's Form 10-Q dated
May 14, 1999).
(10)(l) Amendment No. 3 to the Modified Coinsurance Agreement between Northbrook
Life Insurance Company and Allstate Life Insurance Company, dated February
23, 1995. (Incorporated herein by reference to the Company's Form 10-Q
dated May 14, 1999).
(10)(m) Amendment No. 4 to the Modified Coinsurance Agreement between Northbrook
Life Insurance Company and Allstate Life Insurance Company, January 26,
1996. (Incorporated herein by reference to the Company's Form 10-Q dated
May 14, 1999).
(10)(n) Amendment No. 5 to the Modified Coinsurance Agreement between Northbrook
Life Insurance Company and Allstate Life Insurance Company, dated January
15, 1997. (Incorporated herein by reference to the Company's Form 10-Q
dated May 14, 1999).
(10)(o) Amendment No. 6 to the Modified Coinsurance Agreement between Northbrook
Life Insurance Company and Allstate Life Insurance Company, dated October
22, 1998. (Incorporated herein by reference to the Company's Form 10-Q
dated May 14, 1999).
(11) Not Required
(15) None
(18) None
(19) None
(22) None
(23) Not required
(24) Power of Attorney - Samuel H. Pilch
(27) Financial Data Schedule
(b) Reports on 8-K
No reports on Form 8-K were filed during the second quarter of 2000.
-13-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized, on the 14th day of August, 2000.
NORTHBROOK LIFE INSURANCE COMPANY
---------------------------------
(Registrant)
/s/ THOMAS J. WILSON, II PRESIDENT AND CHIEF OPERATING OFFICER
------------------------ (Principal Executive Officer)
THOMAS J. WILSON, II
/s/ SAMUEL H. PILCH CONTROLLER
------------------------ (Chief Accounting Officer)
SAMUEL H. PILCH
-14-
<PAGE>
Exhibit Index
Exhibit No. Exhibit
(27) Financial Data Scehdule
