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, 1999
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
333-50873
GLENBROOK LIFE AND ANNUITY COMPANY
(Exact name of registrant as specified in its charter)
ARIZONA 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, 1999; there were 4,200 shares of common capital stock
outstanding, par value $500 per share all of which shares are held by Allstate
Life Insurance Company.
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
Statements of Financial Position
June 30, 1999(Unaudited) and December 31, 1998.................. 3
Statements of Operations
Six Months Ended June 30, 1999 and
June 30, 1998 (Unaudited)....................................... 4
Statements of Cash Flows
Six Months Ended June 30, 1999 and
June 30, 1998 (Unaudited)................................. 5
Notes to Financial Statements.................................... 6
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS..................... 9
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT
MARKET RISK*..................................................N/A
PART II - OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS..................................................15
Item 2. CHANGES IN SECURITIES AND USE OF PROCEEDS*........................N/A
Item 3. DEFAULTS UPON SENIOR SECURITIES*..................................N/A
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS*..............N/A
Item 5. OTHER INFORMATION..................................................15
Item 6. EXHIBITS AND REPORTS ON FORM 8-K...................................15
SIGNATURE PAGE...............................................................17
*Omitted pursuant to General Instruction H(2) of Form 10-Q.
-2-
<PAGE>
GLENBROOK LIFE AND ANNUITY COMPANY
STATEMENTS OF FINANCIAL POSITION
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1999 1998
------------ ------------
($ in thousands) (UNAUDITED)
<S> <C> <C>
ASSETS
Investments
Fixed income securities at fair value
(amortized cost $93,774 and $87,415) ........... $ 95,267 $ 94,313
Short-term ........................................ 1,780 4,663
------------ ------------
Total investments ........................... 97,047 98,976
Reinsurance recoverable from
Allstate Life Insurance Company ................... 3,628,827 3,113,278
Other assets ......................................... 2,793 2,590
Separate Accounts .................................... 1,217,081 993,622
------------ ------------
TOTAL ASSETS ................................ $ 4,945,748 $ 4,208,466
============ ============
LIABILITIES
Contractholder funds ................................. $ 3,628,827 $ 3,113,278
Current income taxes payable ......................... 3,452 2,181
Deferred income taxes ................................ 598 2,499
Payable to affiliates, net ........................... 3,650 3,583
Separate Accounts .................................... 1,217,081 993,622
------------ ------------
TOTAL LIABILITIES ........................... 4,853,608 4,115,163
------------ ------------
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 ...................................... 19,429 17,079
Accumulated other comprehensive income:
Unrealized net capital gains ..................... 970 4,483
------------ ------------
TOTAL ACCUMULATED OTHER COMPREHENSIVE INCOME 970 4,483
------------ ------------
TOTAL SHAREHOLDER'S EQUITY .................. 92,140 93,303
------------ ------------
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY .. $ 4,945,748 $ 4,208,466
============ ============
See notes to financial statements.
</TABLE>
3
<PAGE>
GLENBROOK LIFE AND ANNUITY COMPANY
STATEMENTS OF OPERATIONS
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------- -------------------
($ in thousands) 1999 1998 1999 1998
-------- -------- -------- --------
(UNAUDITED)
REVENUES
Net investment income ........... $ 1,604 $ 1,541 $ 3,182 $ 3,127
Realized capital gains and losses 429 -- 429 --
-------- -------- -------- --------
INCOME BEFORE INCOME TAX EXPENSE 2,033 1,541 3,611 3,127
Income tax expense .............. 710 542 1,261 1,065
-------- -------- -------- --------
NET INCOME ...................... $ 1,323 $ 999 $ 2,350 $ 2,062
======== ======== ======== ========
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) 1999 1998
---------- ----------
(UNAUDITED)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income ..................................................... $ 2,350 $ 2,062
Adjustments to reconcile net income to net cash
provided by operating activities:
Amortization and other non-cash items ................... 19 25
Realized capital gains and losses ....................... (429) --
Changes in:
Income taxes payable ................................ 1,262 548
Other operating assets and payable to affiliates, net (187) 448
---------- ----------
Net cash provided by operating activities ....... 3,015 3,083
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES
Fixed income securities
Proceeds from sales ..................................... 7,108 --
Investment collections .................................. 3,373 3,505
Investment purchases .................................... (16,389) (9,693)
Change in short-term investments, net .......................... 2,893 3,105
---------- ----------
Net cash used in investing activities ........... (3,015) (3,083)
---------- ----------
NET INCREASE IN CASH ........................................... -- --
CASH AT THE BEGINNING OF PERIOD ................................ -- --
---------- ----------
CASH AT END OF PERIOD .......................................... $ -- $ --
========== ==========
See notes to financial statements.
</TABLE>
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 ("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 June 30, 1999 and for the
three month and six month periods ended June 30, 1999 and 1998 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. 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 1998. The results of operations for
the interim periods should not be considered indicative of results to be
expected for the full year.
Effective January 1, 1999, the Company adopted 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 adoption of this statement had an immaterial
impact on the Company's results of operations and financial position.
To conform with the 1999 presentation, certain amounts in the prior years'
financial statements and notes have been reclassified.
2. Reinsurance
The Company has reinsurance agreements whereby substantially all contract
charges, credited interest, policy benefits and certain expenses are ceded
to ALIC and reflected net of such reinsurance 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 under reinsurance agreements. Reinsurance recoverable and the
related 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 under the terms of reinsurance agreements. The following
amounts were ceded to ALIC under reinsurance agreements.
<TABLE>
<CAPTION>
Three months Ended Six months Ended
June 30, June 30,
-------------------------------- -------------------------------
($ in thousands) 1999 1998 1999 1998
--------------- ------------- -------------- -------------
<S> <C> <C> <C> <C>
Contract charges $ 6,946 $ 5,081 $ 12,616 $ 9,188
Credited interest, policy
benefits, and certain
expenses 61,248 48,319 117,493 94,602
</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) 1999 1998
-------------------------------------- ------------------------------------
After- After-
Pretax Tax tax Pretax Tax tax
------ --- --- ------ --- ---
<S> <C> <C> <C> <C> <C> <C>
Unrealized capital gains and losses:
Unrealized holding
(losses) gains arising
during the period $ (2,846) $ 996 $(1,850) $ 753 $(264) $ 489
Less: reclassification
adjustment for realized
net capital gains
included in net income 429 (150) 279 - - -
-------- ------- ------- ----- ----- ------
Unrealized net capital
(losses) gains (3,275) 1,146 (2,129) 753 (264) 489
-------- ------- ------- ----- ----- ------
Other comprehensive
(loss) income $ (3,275) $ 1,146 (2,129) $ 753 $(264) 489
======== ======= ===== =====
Net income 1,323 999
------- ------
Comprehensive
(loss) income $ (806) $1,488
======= ======
</TABLE>
7
<PAGE>
Glenbrook Life and Annuity Company
Notes To Financial Statements
(Unaudited)
3. Comprehensive Income (continued)
<TABLE>
<CAPTION>
Six months Ended June 30,
-------------------------------------------------------------------------------
($ in thousands) 1999 1998
-------------------------------------- ------------------------------------
After- After-
Pretax Tax tax Pretax Tax tax
------ --- --- ------ --- ---
<S> <C> <C> <C> <C> <C> <C>
Unrealized capital gains and losses:
Unrealized holding
(losses) gains arising
during the period $ (4,975) $ 1,741 $(3,234) $ 595 $ (209) $ 386
Less: reclassification
adjustment for realized
net capital gains
included in net income 429 (150) 279 - - -
-------- ------- ------- ----- ------ ------
Unrealized net capital
(losses) gains (5,404) 1,891 (3,513) 595 (209) 386
-------- ------- ------- ----- ------ ------
Other comprehensive
(loss) income $ (5,404) $ 1,891 (3,513) $ 595 $ (209) 386
======== ======= ===== ======
Net income 2,350 2,062
------- ------
Comprehensive
(loss) income $(1,163) $2,448
======= ======
</TABLE>
4. Commitments and Contingent Liabilities
Regulation and Legal Proceedings
The Company 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, 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.
Various other legal and regulatory actions are currently pending that
involve the Company and specific aspects of its conduct of business. In
the opinion of management, 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>
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 related notes thereto found under items 7 and
8 of Part II of the Glenbrook Life and Annuity Company Annual Report on
Form 10-K for the year ended December 31, 1998.
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 savings products and life insurance products through banks,
broker-dealers and direct marketing. Savings products consist of fixed
annuity products, including indexed and market value adjusted annuities,
as well as variable annuities. Life insurance includes universal life and
variable life products. The Company re-domesticated its operations from
Illinois to Arizona in 1998. The Company has identified itself as a single
segment entity.
The assets and liabilities related to flexible premium deferred variable
annuity contracts and variable life policies are legally segregated and
reflected as Separate Account assets and liabilities and are carried at
fair value in the statements of financial position. Investment income and
realized gains and losses of the Separate Accounts accrue directly to the
contractholders (net of fees) and, therefore, are not included in the
Company's statements of operations.
Results of Operations
($ in thousands) Three months Ended Six months Ended
June 30, June 30,
------------------ -----------------
1999 1998 1999 1998
------- ------- ------- -------
Net investment income $ 1,604 $ 1,541 $ 3,182 $ 3,127
======= ======= ======= =======
Net realized capital
gains and losses,
after-tax $ 279 - $ 279 -
======= ======= ======= =======
Net income $ 1,323 $ 999 $ 2,350 $ 2,062
======= ======= ======= =======
Total investments $97,047 $94,147 $97,047 $94,147
======= ======= ======= =======
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>
Glenbrook Life and Annuity Company
Management's Discussion and Analysis
of Financial Condition and Results of Operations
Net income for the three month and six month periods ended June 30, 1999
increased $324 thousand and $288 thousand, respectively, compared with the
same periods in 1998. For both periods, in 1999, the increase was primarily
due to capital gains realized on the sale of mortgage-backed securities.
Pretax net investment income was $1.6 million for the second quarter of
1999, compared to $1.5 million for the same period last year. For the first
half of 1999, pretax net investment income was $3.2 million versus $3.1
million for the first half of 1998. For both periods, investment income was
earned on higher investment balances, partially offset by lower investment
yields and increased investment expenses for the first half of 1999.
Investments at June 30, 1999, excluding Separate Accounts and unrealized
gains on fixed income securities, grew 7.8% from the same period last year.
Lower investment yields are due, in part, to the investment of proceeds
from calls and maturities and the investment of positive cash flows from
operations in securities yielding less than the average portfolio rate. In
relatively low interest rate environments, funds from called or maturing
investments may be reinvested at interest rates lower than those which
prevailed when the funds were previously invested, resulting in lower
investment yields.
Financial Position
($ in thousands) June 30, December 31,
1999 1998
------------ ------------
Fixed income securities (1) $ 95,267 $ 94,313
Short-term investments 1,780 4,663
----------- -----------
Total investments $ 97,047 $ 98,976
=========== ===========
Reinsurance recoverable from ALIC $ 3,628,827 $ 3,113,278
=========== ===========
Separate Account assets and liabilities $ 1,217,081 $ 993,622
=========== ===========
Contractholder funds $ 3,628,827 $ 3,113,278
=========== ===========
(1) Fixed income securities are carried at fair value. Amortized cost for
these securities was $93,774 and $87,415 at June 30, 1999 and December
31, 1998, respectively.
Total investments were $97.0 million at June 30, 1999 compared to $99.0
million at December 31, 1998. Positive cash flows generated from operations
were more than offset by a decrease in unrealized net capital gains on
fixed income securities and sales of short-term investments. At June 30,
1999, unrealized net capital gains on fixed income securities were $1.5
million compared to $6.9 million at December 31, 1998.
At June 30, 1999, all of the Company's fixed income securities portfolio is
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.
10
<PAGE>
Glenbrook Life and Annuity Company
Management's Discussion and Analysis
of Financial Condition and Results of Operations
During the six months ended June 30, 1999, contractholder funds and
reinsurance recoverable from ALIC increased by $515.5 million. The
increases resulted primarily from sales of the Company's fixed annuity
contracts. Reinsurance recoverable from ALIC relates to contract benefit
obligations ceded to ALIC.
Separate Account assets and liabilities increased $223.5 million to $1.22
billion at June 30, 1999. The increase was primarily attributable to sales
of variable annuity contracts and favorable 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 portfolio 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 financial strength ability was rated Aa2, AA+ and A+ by Moody's,
Standard & Poor's and A.M. Best, respectively, at June 30, 1999.
The primary source for the remainder of the Company's funds is the
collection of principal and interest from the investment portfolio. The
Company may also receive 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.
Year 2000
The Company is dependent upon certain services provided for it by the
Corporation including computer-related systems, and systems and equipment
not typically thought of as computer-related (referred to as "non-IT"). For
this reason, the Company is reliant upon the Corporation for the
establishment and maintenance of its computer-related systems and non-IT.
The Corporation is heavily dependent upon complex computer systems and
equipment for all phases of its operations, including product distribution,
customer service, insurance processing, underwriting, loss reserving,
investments and other enterprise systems. Since many 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").
Also, many systems and equipment that are not typically thought of as
computer-related (referred to as "non-IT") contain embedded hardware or
software that may have a Year 2000 sensitive component. The Corporation
believes that many of its counterparties and suppliers also have Year 2000
issues and non-IT issues which could affect the Corporation.
11
<PAGE>
Glenbrook Life and Annuity Company
Management's Discussion and Analysis
of Financial Condition and Results of Operations
In 1995, the Corporation commenced a plan consisting of four phases which
are intended to mitigate and/or prevent the adverse effects of the Year
2000 issues on its systems and equipment: 1) inventory and assessment of
affected systems and equipment, 2) remediation and compliance of systems
and equipment through strategies that include the replacement or
enhancement of existing systems, upgrades to operating systems already
covered by maintenance agreements and modifications to existing systems to
make them Year 2000 compliant, 3) testing of systems and equipment using
clock-forward testing for both current and future dates and for dates
which trigger specific processing, and 4) contingency planning to address
possible adverse scenarios and the potential financial impact to the
Corporation's results of operations, liquidity or financial position.
The Corporation believes that the first three phases of this plan,
assessment, remediation and testing, including clock-forward testing which
was performed on the Corporation's systems and equipment and non-IT, are
complete. It is expected that the implementation and rollout of the
remediated personal computer environment will continue into the fourth
quarter of 1999. In addition, some systems and equipment and non-IT
related to discontinued or non-critical functions of the Corporation are
planned to be abandoned by the end of 1999.
The fourth phase of this plan, contingency planning, is currently in
process. Detailed plans have been created in the event that the systems
and equipment or major external counterparties and supplier supporting
critical processes are not Year 2000 compliant in or after the year 1999.
These plans, created by each corporate function and business unit of the
Corporation, identify and document the risks associated with the Year 2000
on their business processes. Appropriate plans have been developed to
mitigate those risks. A common inclusion in many of the plans is a
description of manual processes and personnel needed in the event of a
temporary Year 2000 failure. Contingency plans will be tested
appropriately by the corporate function or business unit for their
effective operation and for achieving their desired results. In addition,
during the third quarter of 1999, the Corporation's management is
reviewing all corporate function and business units' plans for accuracy
and comprehensiveness. Monitoring of these plans will continue throughout
the end of 1999 and beyond, as needed.
The Corporation has considered numerous risk scenarios during the
contingency planning phase. Through this planning, management believes
that the scenario which could be considered the worst case, is a
widespread, prolonged failure of public utility systems which would not
only cause power outages for the Corporation, but also cause
telecommunications, banking or external counterparty and supplier service
outages. While the corporation has assessed and will continue to assess
data on the utility, telecommunication and banking industries, it
acknowledges the possibility that a prolonged widespread outage in any or
all of these industries could lead to a worst case scenario. However, the
Corporation does not consider such prolonged widespread outages to be
reasonably likely. Therefore, the Corporation has focused its most
reasonably likely worst case scenario contingency planning on limited
scale outages in order to ensure the ability to deal with risks of likely
scenarios. Because the Corporation is prepared for outages on a localized
basis as part of normal business operations, the Corporation considers the
impacts of this most reasonably likely scenario to be immaterial to the
Corporation's results of operations, liquidity or financial position.
12
<PAGE>
Glenbrook Life and Annuity Company
Management's Discussion and Analysis
of Financial Condition and Results of Operations
The Company markets its products through a variety of distribution
channels, including banks, brokers and direct marketing. These
distribution channels are considered major external counterparties of the
Corporation. The Corporation is actively working with its major external
counterparties and suppliers, including public utility companies, to
assess their compliance efforts and the Corporation's exposure to both
their Year 2000 issues and non-IT issues. This assessment has included
soliciting external counterparties and suppliers, evaluating responses
received and testing third party interfaces and interactions to determine
compliance. Currently the Corporation has solicited, and has received
responses from, the majority of its counterparties and suppliers. These
responses generally state that they believe they will be Year 2000
compliant and that no transactions will be affected. However, certain
vendors are also in ongoing assessment and testing of their products
whereby they are currently unable to identify all potential problems in
certain products which are used by the Corporation. The Corporation
believes that these vendors will make no statements regarding their Year
2000 readiness other than to publish declarations addressing specific
compliance issues identified with their products. The Corporation is
working with these key vendors and has procedures in place to stay aware
of any compliance issues encountered by these vendors. The Corporation has
also decided to test certain interfaces and interactions to gain
additional assurance on third party compliance. Currently, the Corporation
does not have sufficient information to determine whether all of its
external counterparties and suppliers will be Year 2000 compliant. If they
are not Year 2000 compliant, the Corporation is not able to determine the
impact of any consequent losses on its results of operations, liquidity or
financial position.
The Corporation may be exposed to the risk that the issuers of investments
in its portfolio will be adversely impacted by Year 2000 issues. The
Corporation assesses the impact which Year 2000 issues have on the
Corporation's investments as part of due diligence for proposed new
investments and in its ongoing review of all current portfolio holdings.
Any recommended actions with respect to individual investments are
determined by taking into account the potential impact of Year 2000 on the
issuer. Based on its current review, the Corporation believes that
although Year 2000 issues may temporarily affect the market or individual
issuers, the potential impact of Year 2000 on its investment portfolio
will not be material.
The Corporation presently believes that it will resolve the Year 2000
issue in a timely manner. Year 2000 costs are expensed as incurred. The
majority of the expenses related to this project have been incurred as of
June 30, 1999. The Corporation estimates that approximately $125 million
in costs will be incurred between the years of 1995 and 2000. These
amounts include costs directly related to fixing Year 2000 issues, such as
modifying software and hiring Year 2000 solution providers, as well as
costs incurred to replace certain non-compliant systems which would not
have been otherwise replaced. A portion of these costs will be incurred by
the Company on a pro rata basis of usage of the computer-related systems
and equipment and non-IT, as compared to the usage of all entities which
share these services with the Corporation. These amounts are not expected
to be material to the results of operations of the Company.
13
<PAGE>
Glenbrook Life and Annuity Company
Management's Discussion and Analysis
of Financial Condition and Results of Operations
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. In order to comply with the terms of the safe
harbor, the Company notes several important factors that could cause the
Company's actual results and experience with respect to forward-looking
statements to differ materially from the anticipated results or other
expectations expressed in the Company's forward-looking statements:
1. The Corporation presently believes that it will resolve the Year 2000
issues affecting its computer operations in a timely manner, and that
the costs incurred between the years of 1995 and 2000 in resolving
those issues will be approximately $125 million. However, the extent to
which the computer operations of the Corporation's external
counterparties and suppliers are adversely affected could, in turn,
affect the Corporation's ability to communicate with such
counterparties and suppliers, could increase the cost of resolving the
Year 2000 issues, and could materially affect the Corporation's results
of operations in any period or periods.
14
<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 Glenbrook Life and Annuity 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 Glenbrook Life and Annuity 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 Glenbrook Life and Annuity Company and
Allstate Life Insurance Company effective June 5, 1992 along with Amendment
No. 1 thereto, dated June 8, 1995 and Amendment No. 2 thereto, dated
November 3, 1995 (Incorporated herein by reference to the Company's Initial
filing of Form S-1 Registration Statement (File No. 333-67275)
(10)(b)Amendment No. 1 to the Reinsurance Agreement between Glenbrook Life and
Annuity Company and Allstate Life Insurance Company, dated June 8, 1995
(Incorporated herein by reference to the initial filing of the Company's
Form S-1 Registration Statement (File No 333-07275) dated June 28, 1996)
(10)(c)Amendment No. 2 to the Reinsurance Agreement between Glenbrook Life and
Annuity Company and Allstate Life Insurance Company, dated November 3, 1995
(Incorporated herein by reference to the initial filing of the Company's
Form S-1 Registration Statement (File No 333-07275) dated June 28, 1996)
(10)(d)Amendment No. 3 to the Reinsurance Agreement between Glenbrook Life and
Annuity Company and Allstate Life Insurance Company, dated October 28,
1998. (Incorporated herein by reference to the Company's Form 10-Q dated
May 14, 1999).
(10)(e)Modified Coinsurance Agreement between Glenbrook Life and Annuity Company
and Allstate Life Insurance Company, effective September 1, 1993.
(Incorporated herein by reference to the Company's Form 10-Q dated May 14,
1999).
(10)(f)Amendment No. 1 to the Modified Coinsurance Agreement between Glenbrook
Life and Annuity Company and Allstate Life Insurance Company, dated June
28, 1995. (Incorporated herein by reference to the Company's Form 10-Q
dated May 14, 1999).
(10)(g)Amendment No. 2 to the Modified Coinsurance Agreement between Glenbrook
Life and Annuity Company and Allstate Life Insurance Company, dated
November 3, 1995. (Incorporated herein by reference to the Company's Form
10-Q dated May 14, 1999).
(10)(h)Amendment No. 3 to the Modified Coinsurance Agreement between Glenbrook
Life and Annuity Company and Allstate Life Insurance Company, dated October
28, 1998. (Incorporated herein by reference to the Company's Form 10-Q
dated May 14, 1999).
15
<PAGE>
(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 first quarter of 1999.
16
<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 13th day of August, 1999.
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/ SAMUEL H. PILCH CONTROLLER
- ------------------------ (Chief Accounting Officer)
SAMUEL H. PILCH
17
<PAGE>
Exhibit Index
Exhibit No. Exhibit
(24) Power of Attorney - Samuel H. Pilch
(27) Financial Data Scehdule
POWER OF ATTORNEY
WITH RESPECT TO THE GLENBROOK LIFE AND ANNUITY COMPANY
AND THE FORM 10-Q
Know all men by these presents that Samuel H. Pilch whose signature appears
below, constitutes and appoints Louis G. Lower, II, and Michael J. Velotta, and
each of them, his attorneys-in-fact, with power of substitution, and him in any
and all capacities, to sign any reports and amendments thereto for the Form 10-Q
Glenbrook Life and Annuity Company and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.
August 1, 1999
- -------------------------------
Date
/s/ SAMUEL H. PILCH
- -------------------------------
Samuel H. Pilch
<TABLE> <S> <C>
<ARTICLE> 7
<LEGEND> THIS SCHEUDLE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
STATEMENTS OF FINANCIAL POSITION AT JUNE 30, 1999; STATEMENTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 1999 AND JUNE 30, 1998 AND SIX MONTHS ENDED
JUNE 30, 1999 AND JUNE 30, 1998; AND STATEMENTS OF CASH FLOWS SIX MONTHS
ENDED JUNE 30, 1999.
</LEGEND>
<CIK> 0000945094
<NAME> GLENBROOK LIFE & ANNUITY COMPANY
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<EXCHANGE-RATE> 1
<DEBT-HELD-FOR-SALE> 95,267
<DEBT-CARRYING-VALUE> 0
<DEBT-MARKET-VALUE> 0
<EQUITIES> 0
<MORTGAGE> 0
<REAL-ESTATE> 0
<TOTAL-INVEST> 97,047
<CASH> 0
<RECOVER-REINSURE> 3,628,827
<DEFERRED-ACQUISITION> 0
<TOTAL-ASSETS> 4,945,748
<POLICY-LOSSES> 0
<UNEARNED-PREMIUMS> 0
<POLICY-OTHER> 0
<POLICY-HOLDER-FUNDS> 3,628,827
<NOTES-PAYABLE> 0
0
0
<COMMON> 2,100
<OTHER-SE> 90,040
<TOTAL-LIABILITY-AND-EQUITY> 4,945,748
0
<INVESTMENT-INCOME> 3,182
<INVESTMENT-GAINS> 429
<OTHER-INCOME> 0
<BENEFITS> 0
<UNDERWRITING-AMORTIZATION> 0
<UNDERWRITING-OTHER> 0
<INCOME-PRETAX> 3,611
<INCOME-TAX> 1,261
<INCOME-CONTINUING> 2,350
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,350
<EPS-BASIC> 0
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<RESERVE-OPEN> 0
<PROVISION-CURRENT> 0
<PROVISION-PRIOR> 0
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</TABLE>
