10-Q 1 glac3q.txt GLAC 3RD QUARTER UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q 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: September 30, 2001 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 333-52806 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 November 9, 2001; there were 5,000 shares of common capital stock outstanding, par value $500 per share all of which shares are held by Allstate Life Insurance Company.

PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS GLENBROOK LIFE AND ANNUITY COMPANY CONDENSED STATEMENTS OF OPERATIONS

See notes to condensed financial statements. 3

See notes to condensed financial statements. 4 GLENBROOK LIFE AND ANNUITY COMPANY CONDENSED STATEMENTS OF CASH FLOWS

See notes to condensed financial statements. 5 GLENBROOK LIFE AND ANNUITY COMPANY NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited) 1. Basis of Presentation The accompanying condensed 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"). The condensed financial statements and notes as of September 30, 2001, and for the three month and nine month periods ended September 30, 2001 and 2000, are unaudited. The financial statements reflect all adjustments (consisting only of normal recurring accruals) which are, in the opinion of management, necessary for the fair presentation of the financial position, results of operations and cash flows for the interim periods. The condensed 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 2000. 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 all contract charges, credited interest, policy benefits and certain expenses are ceded to ALIC and reflected net of such reinsurance in the condensed statements of operations. Reinsurance recoverable and the related reserve for life-contingent contract benefits and contractholder funds are reported separately in the condensed 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 condensed financial statements as those assets are owned and managed under the terms of reinsurance agreements. The following table summarizes amounts ceded to ALIC under reinsurance agreements.

6 GLENBROOK LIFE AND ANNUITY COMPANY NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited) 3. Comprehensive Income The components of other comprehensive income on a pretax and after-tax basis are as follows:

7 GLENBROOK LIFE AND ANNUITY COMPANY NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited) 4. Third Party Administration Agreement On July 18, 2000, the Company entered into an administrative services agreement with American Maturity Life Insurance Company ("American Maturity") to administer certain blocks of annuities that American Maturity reinsures to ALIC. Pursuant to the terms of the agreement, the Company is to provide insurance contract administration and financial services for all contracts covered under the reinsurance agreement. The administrative services agreement can be terminated by either the Company or American Maturity upon mutual consent or as otherwise provided for in the terms of the agreement. During the three month and nine month periods ended September 30, 2001, the Company earned administration fees of $28 thousand and $85 thousand and incurred $21 thousand and $64 thousand in related expenses, respectively. 5. Regulation and Legal Proceedings The Company's business is subject to the effects of a changing social, economic and regulatory environment. Recent state and federal 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 the overall expansion of regulation. The ultimate changes and eventual effects, if any, of these initiatives are uncertain. In the normal course of its business, the Company is involved from time to time in pending and threatened litigation and regulatory actions in which claims for monetary damages are asserted. Regulatory actions include, but are not limited to, market conduct and compliance issues. At this time, based on the present status of such litigation and regulatory actions, it is in the opinion of management that the ultimate liability, if any, in one or more of these matters in excess of amounts currently reserved is not expected to have a material adverse effect on the results of operations, liquidity or financial position of the Company. 8 ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE THREE MONTH AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2001 AND 2000 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 condensed financial statements and related notes thereto found under Part I Item 1 contained herein and with the discussion, analysis, financial statements and notes thereto in Part I Item 1 and Part II Items 7 and 8 of the Glenbrook Life and Annuity Company Annual Report on Form 10-K for the year ended December 31, 2000. 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 investment and life insurance products through banks and securities firms. Savings products include deferred annuities and immediate annuities without life contingencies. Deferred annuities include fixed rate, market value adjusted, indexed and variable annuities. Life insurance consists of interest-sensitive life 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' claims to the related assets and are carried at the fair value of the assets. 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. Certain variable annuity contracts have provisions wherein the Company contractually guarantees either a minimum return or account value upon death or annuitization. An actuarial general account reserve is established in the event that the account value of certain contracts are projected to be below the value guaranteed by the Company at the expected date of death or annuitization and is transferred to ALIC under intercompany reinsurance agreements.

The Company has reinsurance agreements under which all contract and policy related transactions are transferred to ALIC. The Company's results of operations include Net investment income and Realized capital gains and losses earned on the assets of the Company that are not transferred under the reinsurance agreements. Also included in the results of operations are Administration fees earned and expenses incurred from a third party administration agreement, as described in Note 4 on page 6 of Item 1. Notes to Condensed Financial Statements. 9 ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE THREE MONTH AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2001 AND 2000 Net income for the third quarter and for the nine months ended September 30, 2001 were comparable to the same periods last year. Net investment income decreased 2.5% to $2.7 million for the third quarter and increased 1.0% to $8.1 million for the nine months ended September 30, 2001 compared to the same periods last year. The decrease in Net investment income for the third quarter of 2001 is attributable to lower investment yields, partially offset by higher investment balances, compared to the same period in 2000. The overall increase in Net investment income for the first nine months of 2001 is attributable to higher investment balances, as well as higher investment yields, compared to the same period last year. Investments at September 30, 2001, excluding Separate Accounts and unrealized gains and losses on fixed income securities, grew 4.5% from same period last year. Realized capital gains, after tax, were $38 thousand and $8 thousand for the third quarter of 2001 and the first nine months of 2001, respectively, compared to realized capital gains, after-tax, of $1 thousand and $59 thousand for the same periods last year. Period to period fluctuations in realized capital gains and losses are largely the result of the timing of sales decisions reflecting management's view of individual securities and overall market conditions. FINANCIAL POSITION (in thousands) September 30, 2001 ------------------ Fixed income securities (1) $ 162,763 Short-term 8,137 ----------------- Total investments $ 170,900 ================= Reinsurance recoverable from ALIC $ 5,227,203 ================= Separate Accounts assets and liabilities $ 1,401,411 ================= Contractholder funds $ 5,219,834 ================= (1) Fixed income securities are carried at fair value. Amortized cost for these securities was $153,238 at September 30, 2001. Total investments were $170.9 million at September 30, 2001 compared to $147.2 million at December 31, 2000, an increase of 16.1%. The increase was due to investment of cash on hand as well as cash flows from operating activities and increased unrealized net capital gains on fixed income securities. Investments at September 30, 2001, excluding unrealized gains on fixed income securities, grew 13.4% from December 31, 2000. At September 30, 2001, substantially all 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. The ratings of securities in the Company's portfolio are influenced by many factors, including the impact of the economic environment on individual securities. A fluctuation in these ratings could materially impact the results of operations, liquidity or financial position of the Company. The Company closely monitors its fixed income and equity securities portfolios for rating changes or other declines in value that are other than temporary. Fixed income securities are placed on non-accrual status when they are in default or when the timing or receipt of principal or interest payments are in doubt. Write downs of fixed income and equity securities are recorded when the decline in value is considered to be other than temporary. During the nine months ended September 30, 2001, Contractholder funds increased $523.0 million resulting from sales of the Company's fixed rate annuity contracts, partially offset by surrenders and withdrawals on fixed rate annuity contracts. As the Company's interest-sensitive life policies and annuity contracts in-force grow and age, the dollar amount of surrenders and withdrawals will likely increase. While the overall amount of surrenders may increase in the future, a significant increase in the level of surrenders relative to total contractholder account balances is not anticipated. The increase in Reinsurance recoverable from ALIC of $524.3 million results from contract benefit obligations ceded to ALIC. Separate Accounts assets and liabilities decreased 19.5% to $1.40 billion at September 30, 2001. The decrease was driven by unrealized losses in the Separate Accounts investment portfolios resulting from stock market volatility and surrenders and withdrawals, that were partially offset by sales of variable annuity contracts and transfers from the fixed account contract option to variable Separate Accounts funds. 10 ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE THREE MONTH AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2001 AND 2000 CAPITAL RESOURCES AND LIQUIDITY Under the terms of reinsurance agreements, all deposits, excluding those relating to Separate Accounts, are transferred to ALIC, which maintains the investment portfolios supporting the Company's products. 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 September 30, 2001. The primary sources for the remainder of the Company's funds are the 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, pay costs associated with the maintenance of the Company's investment portfolio and to pay shareholder dividends. At September 30, 2001, the Moody's, Standard and Poor's and A.M. Best claims-paying ratings for the Company were Aa2, AA+ and A+, respectively. FORWARD-LOOKING STATMENTS This document contains "forward-looking statements" that anticipate results based on management's plans that are subject to uncertainty. These statements are made subject to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements do not relate strictly to historical or current facts and may be identified by their use of words like "plans," "expects," "will," "anticipates," "estimates," "intends," "believes," "likely" and other words with similar meanings. These statements may address, among other things, the Company's strategy for growth, product development, regulatory approvals, market position, expenses, financial results and reserves. Forward-looking statements are based on management's current expectations of future events. The Company cannot guarantee that any forward-looking statement will be accurate. However, management believes that our forward-looking statements are based on reasonable, current expectations and assumptions. We assume no obligation to update any forward-looking statements as a result of new information or future events or developments. If the expectations or assumptions underlying the forward-looking statements prove inaccurate or if risks or uncertainties arise, actual results could differ materially from those communicated in these forward-looking statements. In addition to the normal risks of business, the Company is subject to significant risk factors, including those listed below which apply to it as an insurance business. o There is uncertainty involved in estimating the availability of reinsurance and the collectibility of reinsurance recoverables. This uncertainty arises from a number of factors, including whether losses meet the qualifying conditions of the reinsurance contracts and if reinsurers have the financial capacity and willingness to pay. o In the wake of the September 11 attack on the World Trade Center in New York City and the Pentagon in Washington D.C., and the plane crash in Pennsylvania, insurers are evaluating the possibility of excluding acts of terrorism from certain types of insurance policies. In the event that insurance coverage for terrorism becomes unavailable or very expensive, there could be significant adverse impacts on some portion of the Company's investment portfolio, particularly in sectors such as airlines and real estate. For example, commercial mortgages or certain debt obligations might be adversely affected due to the inability to obtain coverage to restore the related real estate, or other property, thereby creating the potential for increased default risk. o Changes in market interest rates can have adverse effects on the Company's investment portfolio, investment income, product sales and results of operations. Increasing market interest rates have an adverse impact on the value of the investment portfolio, for example, by decreasing unrealized capital gains on fixed income securities. Declining market interest rates could have an adverse impact on the Company's investment income as the Company reinvests proceeds from positive cash flows from operations and from maturing and called investments into new investments that could be yielding less than the portfolio's average rate. Changes in market rates of interest as compared to rates offered on some of the Company's products could make those products less attractive if competitive investment margins are not maintained. This could lead to lower sales and/or changes in the level of surrenders on these products. The Company seeks to limit its exposure in this area by offering a diverse group of products, periodically reviewing and revising crediting rates and providing surrender charges in the event of early withdrawal. o The impact of decreasing Separate Accounts balances as a result of fluctuating market conditions could cause contract charges ceded by the Company to decrease. 11 ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE THREE MONTH AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2001 AND 2000 o In order to manage interest rate risk, from time to time the effective duration of the assets of the investment portfolio is adjusted. Those adjustments may have an impact on the value of the investment portfolio and on investment income. o Management believes the reserves for life-contingent contract benefits are adequate to cover ultimate policy benefits, despite the underlying risks and uncertainties associated with their determination when payments will not occur until well into the future. The Company periodically reviews and revises its estimates. If future experience differs from assumptions, it may have a material impact on results of operations. o Deferred annuities and interest-sensitive life insurance products receive favorable policyholder taxation under current tax laws and regulations. Any legislative or regulatory changes that adversely alter this treatment are likely to negatively affect the demand for these products. Additionally, the demand for life insurance products which are used to address a customer's estate planning needs may be impacted to the extent any legislative changes to the current estate tax laws occur. o The Company distributes some of its products under agreements with other members of the financial services industry that are not affiliated with the Company. Termination of one or more of these agreements due to changes in control or other factors of any of these entities could have a detrimental effect on the Company's sales. This risk may be exacerbated by the enactment of the Gramm-Leach-Bliley Act of 1999, which eliminated many federal and state law barriers to affiliations among banks, securities firms, insurers and other financial service providers. o Financial strength ratings have become an increasingly important factor in establishing the competitive position of insurance companies and, generally, may be expected to have an effect on an insurance company's sales. On an ongoing basis, rating agencies review the financial performance and condition of insurers. A downgrade, while not expected, could have a material adverse effect on the Company's business, financial condition and results of operations. o State insurance regulatory authorities require insurance companies to maintain specified levels of statutory capital and surplus. In addition, competitive pressures require the Company to maintain financial strength ratings. These restrictions affect the Company's ability to pay shareholder dividends and use its capital in other ways. o A number of enacted and pending legislative measures could lead to increased consolidation and increased competition in the financial services industry. o At the federal level, these measures include the Gramm-Leach-Bliley Act of 1999, which eliminated many federal and state law barriers to affiliations among banks, securities firms, insurers and other financial service providers. o At the state level, these measures include legislation to permit mutual insurance companies to convert to a hybrid structure known as a mutual holding company, thereby allowing insurance companies owned by their policyholders to become stock insurance companies owned (through one or more intermediate holding companies) partially by their policyholders and partially by stockholders. Also, several large mutual life insurers have used or are expected to use existing state laws and regulations governing the conversion of mutual insurance companies into stock insurance companies (demutualization). o In addition, state insurance regulators are reexamining the regulatory framework that currently governs the United States insurance business. They are engaged in an effort to determine the proper role of the state insurance regulation in the United States financial services industry following the enactment of the Graham-Leach-Bliley Act. The Company cannot predict whether any state or federal measures will be adopted to change the nature or scope of the regulation of the insurance business or what effect any such measures would have on the Company. 12 PART II. OTHER INFORMATION Item 1. Legal Proceedings The discussion "Regulation and Legal Proceedings" in Part 1, Item 1, Note 5 of this Form 10-Q is incorporated herein by reference. 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, dated March 30, 1999) (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, dated March 30, 1999) (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 (10)(e) Modified Coinsurance Agreement between Glenbrook Life and Annuity Company and Allstate Life Insurance Company, effective September 1, 1993 (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 (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 (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 (11) Not Required (15) None (18) None (19) None (22) None (23) Not required (24) None (b) Reports on 8-K No reports on Form 8-K were filed during the third quarter of 2001. 13 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 th day of November, 2001. GLENBROOK LIFE AND ANNUITY COMPANY ---------------------------------- (Registrant) /s/ THOMAS J. WILSON, II PRESIDENT AND CHIEF EXECUTIVE OFFICER - ------------------------ (Authorized Officer of Registrant) THOMAS J. WILSON, II /s/ SAMUEL H. PILCH CONTROLLER - ------------------------ (Chief Accounting Officer) SAMUEL H. PILCH

GLENBROOK LIFE & ANNUITY CO 10-Q