FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: March 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number: 33-90272
33-84480
33-50884
NORTHBROOK LIFE INSURANCE COMPANY
(Exact name of registrant as specified in its charter)
ARIZONA 36-3001527
(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 March 31, 2000; there were 25,000 shares of common capital stock
outstanding, par value $100 per share all of which shares are held by Allstate
Life Insurance Company.
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
Statements of Financial Position
March 31, 2000(Unaudited) and December 31, 1999.................. 3
Statements of Operations
Three Months Ended March 31, 2000 and
March 31, 1999 (Unaudited)....................................... 4
Statements of Cash Flows
Three Months Ended March 31, 2000 and
March 31, 1999 (Unaudited)................................. 5
Notes to Financial Statements.................................... 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations .................... 9
Item 3. Quantitative and Qualitative Disclosure about Market Risk* N/A
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 11
Item 2. Changes in Securities and use of Proceeds* N/A
Item 3. Defaults Upon Senior Securities* N/A
Item 4. Submission of Matters to a Vote of Security Holders* N/A
Item 5. Other Information 11
Item 6. Exhibits and Reports on Form 8-K 12
Signature Page
*Omitted pursuant to General Instruction H(2) of Form 10-Q
<PAGE>
NORTHBROOK LIFE INSURANCE COMPANY
STATEMENTS OF FINANCIAL POSITION
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
2000 1999
----------------- ------------------
----------------- ------------------
<S> <C> <C>
($ in thousands, except par value data) (UNAUDITED)
ASSETS
Investments
Fixed income securities, at fair value
(amortized cost $91,398 and $89,205) $ 89,621 $ 86,998
Short-term 2,439 3,170
------ -----
Total investments 92,060 90,168
Cash 46 21
Reinsurance recoverable from
Allstate Life Insurance Company 2,004,146 2,022,502
Other assets 5,676 5,997
Separate Accounts 8,287,698 8,211,996
---------- ---------
TOTAL ASSETS $ 10,389,626 $ 10,330,684
============ ============
LIABILITIES
Reserve for life-contingent contract benefits $ 147,317 $ 150,587
Contractholder funds 1,856,844 1,871,933
Current income taxes payable 2,646 2,171
Deferred income taxes 895 746
Payable to affiliates, net 5,803 5,990
Separate Accounts 8,287,698 8,211,996
---------- ---------
TOTAL LIABILITIES 10,301,203 10,243,423
----------- ----------
COMMITMENTS AND CONTINGENT LIABILITIES (NOTE 4)
SHAREHOLDER'S EQUITY
Common stock, $100 par value, 25,000 shares
authorized, issued and outstanding 2,500 2,500
Additional capital paid-in 56,600 56,600
Retained income 30,478 29,596
Accumulated other comprehensive loss:
Unrealized net capital losses (1,155) (1,435)
------- -------
TOTAL ACCUMULATED OTHER COMPREHENSIVE LOSS (1,155) (1,435)
------- -------
TOTAL SHAREHOLDER'S EQUITY 88,423 87,261
------- -------
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY $ 10,389,626 $ 10,330,684
============= ============
</TABLE>
See notes to financial statements.
3
<PAGE>
NORTHBROOK LIFE INSURANCE COMPANY
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
-------------------------------------
-------------------------------------
<S> <C> <C>
($ in thousands) 2000 1999
---------------- -----------------
---------------- -----------------
(UNAUDITED)
REVENUES
Net investment income $ 1,595 $ 1,487
Realized capital gains and losses (239) 389
----- -----
INCOME FROM OPERATIONS
BEFORE INCOME TAX EXPENSE 1,356 1,876
Income tax expense 474 656
---- ----
NET INCOME $ 882 $ 1,220
======= =======
</TABLE>
See notes to financial statements.
4
<PAGE>
NORTHBROOK LIFE INSURANCE COMPANY
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
------------------------------------------
------------------------------------------
<S> <C> <C>
($ in thousands) 2000 1999
------------------- ------------------
------------------------------------------
(UNAUDITED)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 882 $ 1,220
Adjustments to reconcile net income to net cash
provided by operating activities
Amortization and other non-cash items 154 187
Realized capital gains and losses 239 (389)
Changes in:
Life-contingent contract benefits and
contractholder funds (3) 18
Income taxes payable 475 657
Other operating assets and liabilities (119) (93)
------- -------
Net cash provided by operating activities 1,628 1,600
------- -------
CASH FLOWS FROM INVESTING ACTIVITIES
Fixed income securities
Proceeds from sales 1,763 4,044
Investment collections 785 2,177
Investment purchases (4,889) (8,430)
Change in short-term investments, net 738 609
------- -------
Net cash used in investing activities (1,603) (1,600)
------- -------
NET INCREASE IN CASH 25 -
CASH AT THE BEGINNING OF PERIOD 21 -
------- -------
CASH AT END OF PERIOD $ 46 $ -
======= =======
</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 generally accepted accounting
principles.
The financial statements and notes as of March 31, 2000 and for the three
month periods ended March 31, 2000 and 1999 are unaudited. The interim
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 the reinsurance contracts. The following amounts were
ceded to ALIC under reinsurance agreements.
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
----------------------------------
<S> <C> <C> <C>
($ in thousands) 2000 1999
-------------- ----------------
Premiums $ 103 $ 840
Contract charges 32,056 27,478
Credited interest, policy benefits
and certain expenses 49,990 55,494
</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 for the three months ended March 31, are as follows:
<TABLE>
<CAPTION>
($ in thousands) 2000 1999
---------------------------------- -----------------------------------
AFTER- AFTER-
PRETAX TAX TAX PRETAX TAX TAX
------ --- --- ------ --- ---
<S> <C> <C> <C> <C> <C> <C>
Unrealized capital gains and
and losses:
----------------------------------------
Unrealized holding gains (losses)
arising during the period $ 191 $ (66) $ 125 $ (1,809) $ 633 $ (1,176)
Less: reclassification adjustments (239) 84 (155) 389 (136) 253
---------- --------- --------- --------- -------- --------
Unrealized net capital
gains (losses) 430 (150) 280 (2,198) 769 (1,429)
---------- --------- --------- --------- -------- --------
Other comprehensive
income (loss) $ 430 $ (150) 280 $ (2,198) $ 769 (1,429)
========== ========= ========= ========
Net income 882 1,220
--------- --------
Comprehensive income (loss) $ 1,162 $ (209)
========= ========
</TABLE>
4. COMMITMENTS AND CONTINGENT LIABILITIES
REGULATION AND LEGAL PROCEEDINGS
The Company's business is subject to the effects of a changing social,
economic and regulatory environment. Public and regulatory initiatives
have varied and have included 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.
From time to time the Company is involved in pending and threatened
litigation in the normal course of its business in which claims for
monetary damages are asserted. In the opinion of management, the ultimate
liability, if any, arising from such pending or threatened litigation is
not expected to have a material effect on the results of operations,
liquidity or financial position of the Company.
7
<PAGE>
NORTHBROOK LIFE INSURANCE COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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 items 7 and 8 of Part
II 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
MARCH 31,
2000 1999
------------ -------------
<S> <C> <C>
Net investment income $ 1,595 $ 1,487
============= =============
Realized capital gains and losses, after-tax $ (155) $ 253
============= =============
Net income $ 882 $ 1,220
============= =============
Total investments $ 92,060 $ 91,247
============= =============
</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 reinsurance agreements.
Net income for the first quarter of 2000 was $882 thousand compared to
$1.2 million for the same period last year as higher net investment income was
more than offset by realized capital losses.
8
<PAGE>
NORTHBROOK LIFE INSURANCE COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Pretax net investment income for the three month period ended March 31,
2000 increased 7.3% to $1.6 million primarily attributable to higher investment
balances. Investments at March 31, 2000, excluding Separate Accounts and
unrealized gains and losses on fixed income securities, grew 6.3% from the same
period last year.
Realized capital losses, after-tax, were $155 thousand for the first
quarter of 2000 compared to realized capital gains, after-tax, of $253 thousand
for the same period last year. Realized capital losses were generated from the
sale of publicly-traded corporate securities.
FINANCIAL POSITION
<TABLE>
<CAPTION>
($ in thousands)
MARCH 31, DECEMBER 31,
2000 1999
------------------- --------------------
<S> <C> <C> <C>
Fixed income securities (1) $ 89,621 $ 86,998
Short-term investments 2,439 3,170
-------------- ------------
Total investments $ 92,060 $ 90,168
============== ============
Reinsurance recoverable from ALIC $ 2,004,146 $ 2,022,502
============== ============
Separate Account assets and liabilities $ 8,287,698 $ 8,211,996
============== ============
Contractholder funds $ 1,856,844 $ 1,871,933
============== ============
</TABLE>
[FN]
(1)Fixed income securities are carried at fair value. Amortized cost for these
securities was $91,398 and $89,205 at March 31, 2000 and December 31, 1999,
respectively.
</FN>
Total investments were $92.1 million at March 31, 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 March 31, 2000, unrealized net capital losses on the fixed
income securities were $1.8 million compared to unrealized net capital losses of
$2.2 million at December 31, 1999.
At March 31, 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, Aa, A or Baa, or a comparable Company internal rating.
During the three months ended March 31, 2000, contractholder funds and
amounts recoverable from ALIC decreased by $15.1 million and $18.4 million,
respectively. Increases in market value adjusted annuity and fixed rate annuity
deposits as well as interest credited to contractholders were more than offset
by higher fixed rate annuity surrenders and transfers from fixed to variable
funds. Reinsurance recoverable from ALIC relates to contract benefit obligations
ceded to ALIC.
9
<PAGE>
NORTHBROOK LIFE INSURANCE COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Separate Accounts assets and liabilities increased $75.7 million to $8.29
billion at March 31, 2000. The increases were primarily attributable to sales of
variable annuity contracts and favorable investment performance of the Separate
Account investment portfolios, partially offset by surrenders and withdrawals.
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
March 31, 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 March 31, 2000, the Moody's and Standard and Poor's claims-paying
ratings for the Company were Aa2 and AA+, respectively.
FORWARD-LOOKING STATEMENTS
- --------------------------
The statements contained in this Management's Discussion and Analysis that
are not historical information are forward-looking statements that are based on
management's estimates, assumptions and projections. The Private Securities
Litigation Reform Act of 1995 provides a safe harbor under The Securities Act of
1933 and The Securities Exchange Act of 1934 for forward-looking statements.
10
<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).
11
<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) None
(27) Financial Data Schedule
(b) Reports on 8-K
No reports on Form 8-K were filed during the third quarter of 2000.
12
<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 12th day of May, 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
17
<PAGE>
Exhibit Index
Exhibit No. Exhibit
(27) Financial Data Scehdule
<TABLE> <S> <C>
<ARTICLE> 7
<LEGEND>
THIS SCHEUDLE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM STATEMENTS
OF FINANCIAL POSITION AT MARCH 31, 2000; STATEMENTS OF OPERATIONS THREE MONTHS
ENDED MARCH 31, 2000; AND STATEMENTS OF CASH FLOWS THREE MONTHS ENDED MARCH 31,
2000.
</LEGEND>
<CIK> 0000716791
<NAME> NORTHBROOK LIFE INSURANCE COMPANY
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<EXCHANGE-RATE> 1
<DEBT-HELD-FOR-SALE> 89,621
<DEBT-CARRYING-VALUE> 0
<DEBT-MARKET-VALUE> 0
<EQUITIES> 0
<MORTGAGE> 0
<REAL-ESTATE> 0
<TOTAL-INVEST> 92,060
<CASH> 46
<RECOVER-REINSURE> 2,004,146
<DEFERRED-ACQUISITION> 0
<TOTAL-ASSETS> 10,389,626
<POLICY-LOSSES> 0
<UNEARNED-PREMIUMS> 0
<POLICY-OTHER> 147,317
<POLICY-HOLDER-FUNDS> 1,856,844
<NOTES-PAYABLE> 0
0
0
<COMMON> 2,500
<OTHER-SE> 85,923
<TOTAL-LIABILITY-AND-EQUITY> 10,389,626
0
<INVESTMENT-INCOME> 1,595
<INVESTMENT-GAINS> (239)
<OTHER-INCOME> 0
<BENEFITS> 0
<UNDERWRITING-AMORTIZATION> 0
<UNDERWRITING-OTHER> 0
<INCOME-PRETAX> 1,356
<INCOME-TAX> 474
<INCOME-CONTINUING> 882
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 882
<EPS-BASIC> 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>
