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, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number: 33-62193
33-91916
33-92842
333-00987
333-07275
333-50879
GLENBROOK LIFE AND ANNUITY COMPANY
(Exact name of registrant as specified in its charter)
ILLINOIS 35-1113325
(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, 1998; there were 4,200 shares of common capital stock
outstanding, par value $500 per share all of which shares are held by Allstate
Life Insurance Company.
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
Statements of Financial Position
June 30, 1998(Unaudited) and December 31, 1997.................. 3
Statements of Operations
Three Months Ended June 30, 1998 and June 30, 1997 and Six Months
Ended June 30, 1998 and June 30, 1997 (Unaudited)............... 4
Statements of Cash Flows
Six Months Ended June 30, 1998 and
June 30, 1997 (Unaudited)................................. 5
Notes to Financial Statements................................... 6
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS.................... 9
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT
MARKET RISK*..................................................N/A
PART II - OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS..................................................12
Item 2. CHANGES IN SECURITIES AND USE OF PROCEEDS*........................N/A
Item 3. DEFAULTS UPON SENIOR SECURITIES*..................................N/A
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS*..............N/A
Item 5. OTHER INFORMATION..................................................12
Item 6. EXHIBITS AND REPORTS ON FORM 8-K...................................12
SIGNATURE PAGE...............................................................13
*Omitted pursuant to General Instruction H(2) of Form 10-Q.
-2-
<PAGE>
GLENBROOK LIFE AND ANNUITY COMPANY
STATEMENTS OF FINANCIAL POSITION
<TABLE>
<CAPTION>
<S> <C> <C>
June 30, December 31,
($ in thousands) 1998 1997
----------------- ----------------
(Unaudited)
ASSETS
Investments
Fixed income securities, at fair value
(amortized cost $87,553 and $81,369) $ 93,021 $ 86,243
Short-term 1,126 4,231
------------ ------------
Total investments 94,147 90,474
Reinsurance recoverable from Allstate
Life Insurance Company 2,843,210 2,637,983
Other assets 2,704 2,549
Separate Accounts 849,776 620,535
------------ ------------
Total assets $ 3,789,837 $ 3,351,541
============ ============
LIABILITIES
Contractholder funds $ 2,843,210 $ 2,637,983
Income taxes payable 883 609
Deferred income taxes 2,195 1,772
Net payable to affiliates 3,381 2,698
Separate Accounts 849,776 620,535
------------ ------------
Total liabilities 3,699,445 3,263,597
------------ ------------
Commitments and Contingent Liabilities (Note 4)
SHAREHOLDER'S EQUITY
Common stock, $500 par value, 4,200 shares authorized,
issued, and outstanding 2,100 2,100
Additional capital paid-in 69,641 69,641
Retained income 15,097 13,035
Accumulated other comprehensive income:
Unrealized net capital gains 3,554 3,168
------------ ------------
Total accumulated other comprehensive income 3,554 3,168
------------ ------------
Total shareholder's equity 90,392 87,944
------------ ------------
Total liabilities and shareholder's equity $ 3,789,837 $ 3,351,541
============ ============
See notes to financial statements.
</TABLE>
-3-
<PAGE>
GLENBROOK LIFE AND ANNUITY COMPANY
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30, June 30,
----------------------------------- -----------------------------------
($ in thousands) 1998 1997 1998 1997
---------------- --------------- --------------- ---------------
(Unaudited)
REVENUES
<S> <C> <C> <C> <C>
Net investment income $ 1,541 $ 1,292 $ 3,127 $ 2,534
Realized capital gains and losses - 1,177 - 1,184
-------- -------- -------- ---------
INCOME BEFORE INCOME TAX
EXPENSE 1,541 2,469 3,127 3,718
INCOME TAX EXPENSE 542 866 1,065 1,307
-------- -------- -------- ---------
NET INCOME $ 999 $ 1,603 $ 2,062 $ 2,411
======== ======== ======== =========
</TABLE>
See notes to financial statements.
-4-
<PAGE>
GLENBROOK LIFE AND ANNUITY COMPANY
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Six months ended
June 30,
-------------------------------------
($ in thousands) 1998 1997
---------------- -----------------
(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
<S> <C> <C>
Net income $ 2,062 $ 2,411
Adjustments to reconcile net income to net cash
provided by operating activities:
Realized capital gains and losses - (1,184)
Change in deferred income taxes 274 5
Changes in other operating assets and liabilities 747 (3,375)
---------- -----------
Net cash provided by (used in) operating activities 3,083 (2,143)
---------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Fixed income securities
Proceeds from sales - 1,405
Investment collections 3,505 1,091
Investment purchases (9,693) (23,572)
Change in short-term investments, net 3,105 (1,247)
Participation in Separate Accounts - 4,652
---------- -----------
Net cash used in investing activities (3,083) (17,671)
---------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Capital contribution - 20,000
---------- -----------
Net cash provided by financing activities - 20,000
---------- -----------
NET INCREASE IN CASH - 186
CASH AT BEGINNING OF PERIOD - -
---------- -----------
CASH AT END OF PERIOD $ - $ 186
========== ===========
</TABLE>
See notes to financial statements.
-5-
<PAGE>
GLENBROOK LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Presentation
The accompanying financial statements include the accounts of
Glenbrook Life and Annuity Company (the "Company") a wholly owned
subsidiary of Allstate Life Insurance Company ("ALIC"), which is wholly
owned by Allstate Insurance Company, a wholly owned subsidiary of The
Allstate Corporation (the "Corporation").
The financial statements and notes as of June 30, 1998 and for the
three-month and six-month periods ended June 30, 1998 and 1997 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. These
financial statements and notes should be read in conjunction with the
financial statements and notes thereto included in the Glenbrook Life and
Annuity Company Annual Report on Form 10-K for 1997. The results of
operations for the interim period should not be considered indicative of
results to be expected for the full year.
Effective January 1, 1998, the Company adopted Statement of Financial
Accounting Standards No. 130, "Reporting Comprehensive Income."
Comprehensive income is a measurement of certain changes in shareholder's
equity that result from transactions and other economic events other than
transactions with shareholders. For the Company, these consist of changes
in unrealized gains and losses of the investment portfolio. These amounts,
presented as other comprehensive income, net of related taxes, are added to
net income which results in comprehensive income. The required disclosures
are presented in Note 3.
In March 1998, the Accounting Standards Executive Committee of the
American Institute of Certified Public Accountants issued Statement of
Position ("SOP") 98-1, "Accounting for the Costs of Computer Software
Developed or Obtained for Internal Use." The SOP provides guidance on
accounting for the costs of computer software developed or obtained for
internal use. Specifically, certain external, payroll and payroll related
costs should be capitalized during the application development stage of a
software development project and depreciated over the computer software's
useful life. The Company has adopted the SOP effective January 1, 1998.
2. Reinsurance
The Company and ALIC entered into a reinsurance agreement effective
June 5, 1992. All business issued subsequent to that date is ceded to ALIC.
Life insurance in force prior to that date is ceded to non-affiliated
reinsurers. Contract charges, credited interest, policy benefits and
certain expenses are ceded to ALIC and reflected net of such cessions in
the statements of operations. The amounts shown in the Company's statements
of operations relate to the investment of those assets of the Company that
are not transferred to ALIC under the reinsurance agreement. Reinsurance
recoverable 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.
-6-
<PAGE>
GLENBROOK LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
Investment income earned on the assets which support contractholder
funds is not included in the Company's financial statements as those assets
are owned and managed by ALIC under the terms of reinsurance agreements.
The following amounts were ceded to ALIC under the reinsurance agreements.
<TABLE>
<CAPTION>
($ in thousands) Three months ended Six months ended
June 30, June 30,
------------------------------- -------------------------------
1998 1997 1998 1997
------------- -------------- ------------- -------------
<S> <C> <C> <C> <C>
Contract charges $ 5,081 $ 2,559 $ 9,188 $ 4,621
Credited interest, policy benefits
and expenses 48,319 41,450 94,602 79,063
</TABLE>
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) 1998 1997
---------------------------------- --------------------------------------
Income Income
tax After- tax After-
Pretax effect tax Pretax effect tax
------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
Unrealized capital gains and losses:
Unrealized holding gains
(losses) arising during
the period $ 753 $ (264) $ 489 $ 2,995 $ (1,049) $ 1,946
Less: reclassification adjust-
ment for realized net
capital gains included in
net income - - - 1,177 (412) 765
------- --------- -------- ---------- ---------- ----------
Other comprehensive income $ 753 $ (264) $ 489 $ 1,818 $ (637) $ 1,181
======= ========= -------- ========== ========== ----------
Net income 999 1,603
-------- ----------
Comprehensive income $ 1,488 $ 2,784
======== ==========
</TABLE>
-7-
<PAGE>
GLENBROOK LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
<TABLE>
<CAPTION>
Six months ended June 30,
---------------------------------------------------------------------------
($ in thousands) 1998 1997
---------------------------------- --------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Income Income
tax After- tax After-
Pretax effect tax Pretax effect tax
------ ------ ------ ------ ------ ------
Unrealized capital gains and losses:
Unrealized holding gains
(losses) arising during
the period $ 595 $ (209) $ 386 $ 829 $ (290) $ 539
Less: reclassification adjust-
ment for realized net
capital gains included in
net income - - - 1,184 (414) 770
------- -------- -------- --------- --------- ---------
Other comprehensive income $ 595 $ (209) $ 386 $ (355) $ 124 $ (231)
======= ======== -------- ========= ========= ---------
Net income 2,062 2,411
-------- ---------
Comprehensive income $ 2,448 $ 2,180
======== =========
</TABLE>
4. 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 regulation, removal of barriers
preventing banks from engaging in the securities and insurance business, tax law
changes affecting the taxation of insurance companies, the tax treatment of
insurance products and its impact on the relative desirability of various
personal investment vehicles, and proposed legislation to prohibit the use of
gender in determining insurance rates and benefits. 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.
-8-
<PAGE>
Glenbrook Life and Annuity 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 Glenbrook Life and Annuity
Company (the "Company"). It should be read in conjunction with the financial
statements and notes thereto found under Part I. Item 1 contained herein and the
financial statements and notes thereto found under Part II. Item 8, with the
discussion and analysis found under Part II. Item 7 of the Glenbrook Life and
Annuity Company Annual Report on Form 10-K for 1997.
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"), markets life
insurance and annuity products through banks and broker-dealers.
The Company issues flexible premium deferred variable annuity contracts and
variable life policies, the assets and liabilities of which are legally
segregated and reflected as Separate Account assets and liabilities. Separate
Account assets and liabilities are carried at fair value in the statements of
financial position. Certain of the Separate Account investment portfolios were
initially funded with a $10.0 million seed money contribution from the Company
in 1995. During 1997, the Company liquidated its funding in the Separate Account
investment portfolios. Investment income and realized gains and losses of the
Separate Accounts, other than the portion which related to the Company's
participation, accrue directly to the contractholders (net of fees) and,
therefore, are not included in the Company's statements of operations.
<TABLE>
<CAPTION>
Results of Operations
($ in thousands)
Three months ended Six months ended
June 30, June 30,
------------------------------------ ------------------------------------
1998 1997 1998 1997
---------------- ---------------- -------------- ------------------
<S> <C> <C> <C> <C>
Net investment income $ 1,541 $ 1,292 $ 3,127 $ 2,534
========= ========= ========= =========
Realized capital gains and
losses, after-tax $ - $ 766 $ - $ 770
========= ========= ========= =========
Net income $ 999 $ 1,603 $ 2,062 $ 2,411
========= ========= ========= =========
Investments $ 94,147 $ 72,544 $ 94,147 $ 72,544
========= ========= ========= =========
</TABLE>
The Company and ALIC entered into a reinsurance agreement effective June 5,
1992. All business issued subsequent to that date is ceded to ALIC. Life
insurance in force prior to that date is ceded to non-affiliated reinsurers. The
Company's results of operations include only investment income and realized
capital gains and losses earned on the assets of the Company that are not
transferred to ALIC under the reinsurance agreement.
Net income for the three-month and six-month periods ended June 30, 1998
decreased $604 thousand and $349 thousand, respectively, compared with the same
periods in 1997. Increased investment income was more than offset by decreased
realized capital gains in both periods. Realized capital gains in 1997 were
associated primarily with the withdrawal of the Company's seed money investment
in Separate Account portfolios.
-9-
<PAGE>
Glenbrook Life and Annuity Company
Management's Discussion and Analysis
of Financial Condition and Results of Operations
Pretax net investment income increased 19.3% and 23.4% in the second
quarter and the first six months of 1998, respectively, from the comparable 1997
periods. Additional investment income was earned on higher investment balances
arising from positive cash flows from operating activities.
Financial Position
($ in thousands)
<TABLE>
<CAPTION>
June 30, December 31,
1998 1997
-------------- ------------
<S> <C> <C>
Fixed income securities (1) $ 93,021 $ 86,243
Short-term investments 1,126 4,231
-------------- ------------
Total investments $ 94,147 $ 90,474
============== ============
Reinsurance recoverable from ALIC $ 2,843,210 $ 2,637,983
============== ============
Separate Account assets and liabilities $ 849,776 $ 620,535
============== ============
Contractholder funds $ 2,843,210 $ 2,637,983
============== ============
</TABLE>
(1) Fixed income securities are carried at fair value. Amortized cost for these
securities was $87,553 and $81,369 at June 30, 1998 and December 31, 1997,
respectively.
The Company's fixed income securities portfolio consists of mortgage-backed
securities, publicly traded corporate bonds, U.S. government bonds and
tax-exempt municipal bonds. The Company generally holds its fixed income
securities for the long term, but has classified all of these securities as
available for sale to allow maximum flexibility in portfolio management.
Total investments increased to $94.1 million at June 30, 1998 from $90.5
million at December 31, 1997. The increase in investments is primarily due to
amounts invested from positive cash flows generated from operations and an
increase in unrealized net capital gains on the fixed income securities
portfolio. At June 30, 1998, unrealized net capital gains on fixed income
securities were $5.5 million compared to $4.9 million at December 31, 1997.
At June 30, 1998, all of the Company's fixed income securities portfolio is
rated investment grade, with a National Association of Insurance Commissioners
rating of 1 or 2 or a Moody's rating of Aaa, Aa, A, or Baa, or a comparable
Company internal rating.
The Company's short-term investment portfolio was $1.1 million and $4.2
million at June 30, 1998 and December 31, 1997, respectively. The Company
invests available cash balances primarily in taxable short-term securities
having a final maturity date or redemption date of one year or less.
During 1998, contractholder funds and amounts recoverable from ALIC under
the reinsurance agreement increased by $205.2 million. The increases resulted
from sales of the Company's single and flexible premium deferred annuities and
interest credited to contractholders, partially offset by surrenders,
withdrawals and benefits paid. Reinsurance recoverable from ALIC relates to
contract benefit obligations ceded to ALIC.
Separate Account assets and liabilities increased by $229.2 million as
compared with December 31, 1997. The increases were primarily attributable to
sales of flexible premium deferred variable annuity contracts and the favorable
investment performance of the Separate Account investment portfolios, partially
offset by variable annuity surrenders and withdrawals.
-10-
<PAGE>
Glenbrook Life and Annuity Company
Management's Discussion and Analysis
of Financial Condition and Results of Operations
Liquidity and Capital Resources
Under the terms of reinsurance agreements, premiums and deposits on
universal life policies and annuity contracts, excluding those relating to
Separate Accounts, are transferred to ALIC, which maintains the investment
portfolios supporting the Company's products. The Company continues to have
primary liability as a direct insurer for risks reinsured.
Year 2000
The Company is heavily dependent upon complex computer systems for all
phases of its operations, including customer service, and policy and contract
administration. Since many of the Company's older computer software programs
recognize only the last two digits of the year in any date, some software may
fail to operate properly in or after the year 1999, if the software is not
reprogrammed, remediated or replaced ("Year 2000 Issue"). The Company believes
that many of its counterparties and suppliers also have Year 2000 Issues which
could affect the Company. In 1995, AIC commenced a plan intended to mitigate
and/or prevent the adverse effects of Year 2000 Issues. These strategies include
normal development and enhancement of new and existing systems, upgrades to
operating systems already covered by maintenance agreements and modifications to
existing systems to make them Year 2000 compliant. The plan also includes the
Company actively working with its major external counterparties and suppliers to
assess their compliance efforts and the Company's exposure to them. The Company
presently believes that it will resolve the Year 2000 Issue in a timely manner,
and the financial impact will not materially affect its results of operations,
liquidity or financial position. The Company is working closely with its
business partners, counterparties and suppliers in an effort to bring all
communications, facilities, software and systems into Year 2000 compliance. Year
2000 costs are expensed as incurred.
Pending Accounting Standards
In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 131, "Disclosures about Segments of
an Enterprise and Related Information." SFAS No. 131 redefines how segments are
determined and requires additional segment disclosures for both annual and
quarterly reporting. Under this Statement, segments are determined using the
"management approach" for financial statement reporting. The management approach
is based on the way an enterprise makes operating decisions and assesses
performance of its businesses. The Company is currently reviewing the
requirements of the Statement and has not determined the impact on its current
reporting. The requirements of this Statement will be adopted effective December
31, 1998.
In December 1997, the Accounting Standards Executive Committee of the
American Institute of Certified Public Accountants ("AICPA") issued Statement of
Position ("SOP") 97-3, "Accounting by Insurance and Other Enterprises for
Insurance-Related Assessments." The SOP provides guidance concerning when to
recognize a liability for insurance-related assessments and how those
liabilities should be measured. Specifically, insurance-related assessments
should be recognized as liabilities when all of the following criteria have been
met: 1) an assessment has been imposed or it is probable that an assessment will
be imposed, 2) the event obligating an entity to pay an assessment has occurred
and 3) the amount of the assessment can be reasonably estimated. The
requirements of this Statement are expected to be adopted in 1999 and are not
expected to have a material impact on the results of operations, cash flows or
financial position of the Company.
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.
-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) Articles of Incorporation*
(ii) By-laws*
(4) Glenbrook Life and Annuity Company Flexible Premium
Deferred Annuity Contract and Application**
(10) Reinsurance Agreement between Glenbrook Life
and Annuity Company and Allstate Life Insurance Company*
(11) None
(15) None
(18) None
(19) None
(22) None
(23)(a) Consent of Independent Public Accountants***
(b) Consent of Attorneys****
(24) None
(27) Financial Data Schedule
(99) None
(b) Reports on 8-K
No reports on Form 8-K were filed during the second quarter of 1998.
* Previously filed in Form S-1 Registration Statement No.333-07275 dated June
28, 1996 and incorporated by reference.
** Previously filed in Form S-1 Registration Statement No. 33-91916 dated May 4,
1995 and incorporated by reference. Previously filed in Form S-1 Registration
Statement No. 33-92842 dated May 30, 1995 and incorporated by reference.
Previously filed in Form N-4 Registration Statement No. 33-62203 dated November
21, 1995 and incorporated by reference. Previously filed in Form N-4
Registration Statement No.333-00999 dated August 23, 1996 and incorporated by
reference. Previously filed in Form N-4 Registration Statement No. 333-50879
dated April 23, 1998 and incorporated by reference.
*** Previously filed in Form S-1 Registration Statement No. 33-91916 dated May
1, 1997 and incorporated by reference. Previously filed in Form S-1 Registration
Statement No. 33-92842 dated April 1, 1997 and incorporated by reference.
Previously filed in Form S-1 Registration Statement No. 33-62193 dated April 1,
1997 and incorporated by reference. Previously filed in Form S-1 Registration
Statement No.333-00987 dated April 1, 1997 and incorporated by reference.
Previously filed in Form N-4 Registration Statement No. 333-50879 dated April
23, 1998 and incorporated by reference.
**** Previously filed in Pre-Effective Amendment No. 1 of Form N-4 Registration
Statement No. 33-91914 dated September 15, 1995 and incorporated by reference.
Previously filed in Form S-1 Registration Statement No. 33-92842 dated August
24, 1995 and incorporated by reference. Previously filed in Form S-1
Registration Statement No. 33-62193 dated November 22, 1995 and incorporated by
reference. Previously filed in Form S-1 Registration Statement No.333-00987
dated August 23, 1996 and incorporated by reference. Previously filed in Form
N-4 Registration Statement No. 333-50879 dated April 23, 1998 and incorporated
by reference.
-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 14th day of August 1998.
GLENBROOK LIFE AND ANNUITY COMPANY
----------------------------------
(Registrant)
/s/ LOUIS G. LOWER, II CHAIRMAN OF THE BOARD OF DIRECTORS
- ------------------------ AND CHIEF EXECUTIVE OFFICER
LOUIS G. LOWER, II (Principal Executive Officer)
/s/ KEITH A. HAUSCHILDT ASSISTANT VICE PRESIDENT AND CONTROLLER
- ------------------------ (Chief Accounting Officer)
KEITH A. HAUSCHILDT
<TABLE> <S> <C>
<ARTICLE> 7
<LEGEND> THIS SCHEUDLE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
STATEMENTS OF FINANCIAL POSITION AT JUNE 30, 1998; STATEMENTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 1998 AND JUNE 30, 1997 AND SIX MONTHS ENDED
JUNE 30, 1998 AND JUNE 30, 1997; AND STATEMENTS OF CASH FLOWS SIX MONTHS
ENDED JUNE 30, 1998.
</LEGEND>
<CIK> 0000945094
<NAME> GLENBROOK LIFE & ANNUITY COMPANY
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<EXCHANGE-RATE> 1
<DEBT-HELD-FOR-SALE> 93,021
<DEBT-CARRYING-VALUE> 0
<DEBT-MARKET-VALUE> 0
<EQUITIES> 0
<MORTGAGE> 0
<REAL-ESTATE> 0
<TOTAL-INVEST> 94,147
<CASH> 0
<RECOVER-REINSURE> 2,843,210
<DEFERRED-ACQUISITION> 0
<TOTAL-ASSETS> 3,789,837
<POLICY-LOSSES> 0
<UNEARNED-PREMIUMS> 0
<POLICY-OTHER> 0
<POLICY-HOLDER-FUNDS> 2,843,210
<NOTES-PAYABLE> 0
0
0
<COMMON> 2,100
<OTHER-SE> 88,292
<TOTAL-LIABILITY-AND-EQUITY> 3,789,837
0
<INVESTMENT-INCOME> 3,127
<INVESTMENT-GAINS> 0
<OTHER-INCOME> 0
<BENEFITS> 0
<UNDERWRITING-AMORTIZATION> 0
<UNDERWRITING-OTHER> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 1,065
<INCOME-CONTINUING> 2,062
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,062
<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>
