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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 10-Q

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.


ý

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2003

OR

o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 333-100029


ALLSTATE LIFE INSURANCE COMPANY
OF
NEW YORK
(Exact name of registrant as specified in its charter)


New York

 

36-2608394
(State of Incorporation)   (I.R.S. Employer Identification No.)

100 Motor Parkway
Hauppauge, New York

 


11788-5107
(Address of principal executive offices)   (Zip Code)

Registrant's telephone number, including area code: 631/357-8920


        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 ý    No o

        Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes o    No ý

        As of October 31, 2003, the registrant had 100,000 common shares, $25 par value, outstanding, all of which are held by Allstate Life Insurance Company.




ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK
INDEX TO QUARTERLY REPORT ON FORM 10-Q
September 30, 2003

PART I   FINANCIAL INFORMATION    

Item 1.

 

Financial Statements

 

 

 

 

Condensed Statements of Operations for the Three-Month and Nine-Month Periods Ended September 30, 2003 and 2002 (unaudited)

 

1

 

 

Condensed Statements of Financial Position as of September 30, 2003 (unaudited) and December 31, 2002

 

2

 

 

Condensed Statements of Cash Flows for the Nine-Month Periods Ended September 30, 2003 and 2002 (unaudited)

 

3

 

 

Notes to Condensed Financial Statements (unaudited)

 

4

 

 

Independent Accountants' Review Report

 

9

Item 2.

 

Management's Discussion and Analysis of Financial Condition and Results of Operations

 

10

Item 4.

 

Controls and Procedures

 

21

PART II

 

OTHER INFORMATION

 

 

Item 1.

 

Legal Proceedings

 

21

Item 6.

 

Exhibits and Reports on Form 8-K

 

21


PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK
CONDENSED STATEMENTS OF OPERATIONS

 
  Three Months Ended
September 30,

  Nine Months Ended
September 30,

 
(in thousands)

  2003
  2002
  2003
  2002
 
 
  (Unaudited)

  (Unaudited)

 
Revenues                          
  Premiums   $ 14,189   $ 13,483   $ 44,451   $ 67,429  
  Contract charges     12,721     12,930     39,394     37,537  
  Net investment income     66,612     58,586     193,999     168,795  
  Realized capital gains and losses     (1,276 )   (10,231 )   (4,492 )   (11,696 )
   
 
 
 
 
      92,246     74,768     273,352     262,065  
   
 
 
 
 
Costs and expenses                          
  Contract benefits     38,278     36,358     119,712     127,517  
  Interest credited to contractholder funds     26,557     22,667     78,349     63,438  
  Amortization of deferred policy acquisition costs     7,527     10,517     23,649     17,301  
  Operating costs and expenses     11,452     7,694     26,788     26,208  
   
 
 
 
 
      83,814     77,236     248,498     234,464  
   
 
 
 
 
Loss on disposition of operations     4,312         4,312      
Income (loss) from operations before income tax expense (benefit)     4,120     (2,468 )   20,542     27,601  
Income tax expense (benefit)     1,267     (1,078 )   6,934     9,274  
   
 
 
 
 
Net income (loss)   $ 2,853   $ (1,390 ) $ 13,608   $ 18,327  
   
 
 
 
 

See notes to condensed financial statements.

1


ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK
CONDENSED STATEMENTS OF FINANCIAL POSITION

(in thousands, except par value data)

  September 30,
2003

  December 31,
2002

 
  (Unaudited)

   
Assets            
Investments            
  Fixed income securities, at fair value (amortized cost $3,754,573 and $3,283,274)   $ 4,288,345   $ 3,736,416
  Mortgage loans     369,365     323,142
  Short-term     140,580     104,200
  Policy loans     33,797     33,758
   
 
    Total investments     4,832,087     4,197,516

Cash

 

 

6,811

 

 

21,686
Deferred policy acquisition costs     165,719     166,925
Accrued investment income     46,560     42,197
Reinsurance recoverables     4,234     2,146
Current income taxes receivable     3,619     914
Other assets     22,054     10,244
Separate Accounts     588,452     537,204
   
 
    Total assets   $ 5,669,536   $ 4,978,832
   
 
Liabilities            
Contractholder funds   $ 2,545,399   $ 2,051,429
Reserve for life-contingent contract benefits     1,642,679     1,556,627
Deferred income taxes     95,381     94,771
Other liabilities and accrued expenses     226,577     188,371
Payable to affiliates, net     3,237     5,471
Reinsurance payable to parent     1,124     1,144
Separate Accounts     588,452     537,204
   
 
    Total liabilities     5,102,849     4,435,017
   
 
Commitments and Contingent Liabilities (Note 3)            
Shareholder's equity            
Common stock, $25 par value, 100 thousand shares authorized, issued and outstanding     2,500     2,500
Additional capital paid-in     55,787     55,787
Retained income     329,481     315,873
Accumulated other comprehensive income:            
  Unrealized net capital gains and losses     178,919     169,655
   
 
    Total accumulated other comprehensive income     178,919     169,655
   
 
    Total shareholder's equity     566,687     543,815
   
 
    Total liabilities and shareholder's equity   $ 5,669,536   $ 4,978,832
   
 

See notes to condensed financial statements.

2


ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK
CONDENSED STATEMENTS OF CASH FLOWS

 
  Nine Months Ended
September 30,

 
(in thousands)

  2003
  2002
 
 
  (Unaudited)

 
Cash flows from operating activities              
  Net income   $ 13,608   $ 18,327  
  Adjustments to reconcile net income to net cash provided by operating activities:              
    Amortization and other non-cash items     (36,760 )   (36,046 )
    Realized capital gains and losses     4,492     11,696  
    Interest credited to contractholder funds     78,349     63,438  
  Changes in:              
      Contract benefit and other insurance reserves     13,382     32,573  
      Deferred policy acquisition costs     (22,172 )   (24,101 )
      Income taxes payable     (7,083 )   2,947  
      Other operating assets and liabilities     (1,697 )   10,372  
   
 
 
        Net cash provided by operating activities     42,119     79,206  
   
 
 
Cash flows from investing activities              
  Proceeds from sales of fixed income securities     200,613     185,066  
  Investment collections              
    Fixed income securities     179,900     136,888  
    Mortgage loans     21,967     14,995  
  Investment purchases              
    Fixed income securities     (805,583 )   (759,169 )
    Mortgage loans     (69,214 )   (62,276 )
  Change in short-term investments, net     (32,976 )   (38,697 )
  Change in other investments, net     3,051     1,238  
  Change in policy loans, net     (39 )   (73 )
   
 
 
      Net cash used in investing activities     (502,281 )   (522,028 )
   
 
 
Cash flows from financing activities              
  Contractholder fund deposits     579,411     573,023  
  Contractholder fund withdrawals     (134,124 )   (121,467 )
   
 
 
    Net cash provided by financing activities     445,287     451,556  
   
 
 
Net (decrease) increase in cash     (14,875 )   8,734  
Cash at beginning of period     21,686     7,375  
   
 
 
Cash at end of period   $ 6,811   $ 16,109  
   
 
 

See notes to condensed financial statements.

3


ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)

1.     Basis of Presentation

        The accompanying condensed financial statements include the accounts of Allstate Life Insurance Company of New York (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, 2003, and for the three-month and nine-month periods ended September 30, 2003 and 2002 are unaudited. The condensed 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 condensed financial statements and notes should be read in conjunction with the financial statements and notes thereto included in the Allstate Life Insurance Company of New York Annual Report on Form 10-K for the year ended December 31, 2002. The results of operations for the interim periods should not be considered indicative of results to be expected for the full year.

        To conform to the 2003 and year-end 2002 presentations, certain amounts in the prior year's condensed financial statements have been reclassified.

        Non-cash investment exchanges and modifications, which primarily reflect refinancings of fixed income securities, totaled $5 million for the nine months ended September 30, 2002. There were no non-cash investment exchanges and modifications for the nine months ended September 30, 2003.

Adopted accounting standard

Statement of Financial Accounting Standards No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities"

        In April 2003, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standard ("SFAS") No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities". The statement amends, clarifies and codifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts and utilized for hedging activities under SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities". While this statement applies primarily to certain derivative contracts and embedded derivatives entered into or modified after June 30, 2003, it also codifies conclusions previously reached by the FASB at various dates on certain implementation issues. The impact of adopting the provisions of this statement were not material to the Company's Condensed Statements of Operations or Financial Position.

Pending accounting standards

Statement of Position 03-01

        In July 2003, the American Institute of Certified Public Accountants issued Statement of Position ("SOP") 03-01 entitled "Accounting and Reporting by Insurance Enterprises for Certain Nontraditional Long-Duration Contracts and for Separate Accounts." The accounting guidance contained in the SOP addresses three areas: separate accounts presentation and valuation, accounting for sales inducements such as bonus interest, and the classification and valuation of certain long duration liabilities. The effective date of the SOP is for fiscal years beginning after December 15, 2003, with earlier adoption encouraged.

        Based on management's review of the SOP, the most significant impact to the Company is the provision of the SOP that requires the establishment of a liability in addition to the account balance for contracts and contract features that provide guaranteed death or other insurance benefits and guaranteed income benefits. This liability will be determined based on models that involve numerous estimates and subjective judgments, including those regarding expected market rates of return and volatility, contract surrender rates and mortality experience. The Company does not currently recognize these liabilities. The Company is currently evaluating the provisions of the statement. The Company plans to adopt the provisions of the statement no later than January 1, 2004. The effect of adoption may have a material impact on the Condensed Statements of Operations. However, the amounts may vary based on market

4


conditions. Adoption is not expected to have a material impact on the Company's Condensed Statements of Financial Position.

Proposed standard

Emerging Issues Task Force Topic No. 03-01

        The Emerging Issues Task Force ("EITF") discussed Topic No. 03-01, "The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments", which attempts to define other-than-temporary impairment and highlight its application to investment securities accounted for under both SFAS No. 115, "Accounting for Certain Investments in Debt and Equity Securities" and Accounting Principles Board ("APB") Opinion No. 18, "The Equity Method of Accounting for Investments in Common Stocks." The current issue summary, which has yet to be finalized, proposes that if, at the evaluation date, the fair value of an investment security is less than its carrying value then an impairment exists for which a determination must be made as to whether that impairment is other-than-temporary. If it is determined that an impairment is other-than-temporary, then an impairment loss should be recognized equal to the difference between the investment's carrying value and its fair value at the reporting date. In recent deliberations, the EITF discussed different models to assess whether impairment is other-than-temporary for different types of investments (e.g. SFAS 115 marketable equity securities, SFAS 115 debt securities, and equity and cost method investments subject to APB Opinion No. 18). Due to the uncertainty of the final model or models that may be adopted, the estimated impact to the Company's Condensed Statements of Operations and Financial Position is presently not determinable.

2.     Reinsurance

        The Company purchases reinsurance to limit aggregate and single losses on large risks. The Company follows a comprehensive evaluation process involving credit scoring and capacity to select reinsurers. The Company continues to have primary liability as the direct insurer for risks reinsured. Estimating amounts of reinsurance recoverable is impacted by the uncertainties involved in the establishment of loss reserves. Failure of reinsurers to honor their obligations could result in losses to the Company. The Company cedes a portion of the mortality risk on certain term life policies with a pool of non-affiliated reinsurers. Additionally, the Company has a reinsurance agreement through which it primarily cedes re-investment related risk on its structured settlement annuities to ALIC. Under the terms of the agreement, the Company pays a premium to ALIC that varies with the aggregate structured settlement annuity reserve balance. In return, ALIC guarantees that the yield on the portion of the Company's investment portfolio that supports structured settlement annuity liabilities will not fall below contractually determined rates.

        Amounts recoverable from reinsurers are estimated based upon assumptions consistent with those used in establishing the liabilities related to the underlying reinsured contracts. No single reinsurer had a material obligation to the Company nor is the Company's business substantially dependent upon any reinsurance contract. The effects of reinsurance on premiums and contract charges are as follows:

 
  Three Months Ended
September 30,

  Nine Months Ended
September 30,

 
(in thousands)

  2003
  2002
  2003
  2002
 
Premiums and contract charges                          
Direct   $ 28,874   $ 27,860   $ 89,414   $ 108,965  
Assumed—non-affiliate     103     72     210     318  
Ceded                          
  Affiliate     (1,128 )   (1,154 )   (3,418 )   (3,507 )
  Non-affiliate     (939 )   (365 )   (2,361 )   (810 )
   
 
 
 
 
    Premiums and contract charges, net of reinsurance   $ 26,910   $ 26,413   $ 83,845   $ 104,966  
   
 
 
 
 

5


        The effects of reinsurance on contract benefits are as follows:

 
  Three Months Ended
September 30,

  Nine Months Ended
September30,

 
(in thousands)

  2003
  2002
  2003
  2002
 
Contract benefits                          
Direct   $ 40,791   $ 36,991   $ 124,024   $ 129,267  
Assumed—non-affiliate     1     6     36     51  
Ceded                          
  Affiliate     (1,312 )   (225 )   (1,425 )   (791 )
  Non-affiliate     (1,202 )   (414 )   (2,923 )   (1,010 )
   
 
 
 
 
    Contract benefits, net of reinsurance   $ 38,278   $ 36,358   $ 119,712   $ 127,517  
   
 
 
 
 

        Excluded from the table above are premiums ceded to ALIC of $647 thousand, $602 thousand, $1.9 million and $1.8 million for the three and nine month periods ended September 30, 2003 and 2002, respectively, under the terms of the structured settlement annuity reinsurance agreement described above. These premiums are recorded as investment expense and reflected in Net investment income in the Condensed Statements of Operations.

3.     Regulation, Legal Proceedings and Guarantees

Regulation

        The Company is subject to changing social, economic and regulatory conditions. State and federal regulatory initiatives and proceedings have varied and have included efforts to remove barriers preventing banks from engaging in the securities and insurance businesses, to change tax laws affecting the taxation of insurance companies and the tax treatment of either insurance products or competing non-insurance products that may impact the relative desirability of various personal investment products and to expand overall regulation. The ultimate changes and eventual effects, if any, of these initiatives are uncertain.

Legal proceedings

        Legal proceedings involving Allstate agencies and AIC may impact the Company, even when the Company is not directly involved because the Company sells its products through a variety of distribution channels including Allstate agencies. Consequently, information about the more significant of these proceedings is provided below.

        AIC is defending various lawsuits involving worker classification issues. These lawsuits include a number of putative class actions and one certified class action challenging the overtime exemption claimed by AIC under the Fair Labor Standards Act or state wage and hour laws. These class actions mirror similar lawsuits filed recently against other carriers in the industry and other employers. Another lawsuit involves the worker classification of staff working in agencies. In this putative class action, plaintiffs seek damages under the Employee Retirement Income Security Act ("ERISA") and the Racketeer Influenced and Corrupt Organizations Act alleging that agency secretaries were terminated as employees by AIC and rehired by agencies through outside staffing vendors for the purpose of avoiding the payment of employee benefits. A putative nationwide class action filed by former employee agents also includes a worker classification issue; these agents are challenging certain amendments to the Agents Pension Plan and are seeking to have exclusive agent independent contractors treated as employees for benefit purposes. AIC has been vigorously defending these and various other worker classification lawsuits. The outcome of these disputes is currently uncertain.

        AIC is also defending certain matters relating to its agency program reorganization announced in 1999. These matters include an investigation by the U.S. Department of Labor and a lawsuit filed in December 2001 by the U.S. Equal Employment Opportunity Commission ("EEOC") with respect to allegations of retaliation under the Age Discrimination in Employment Act, the Americans with Disabilities Act and Title VII of the Civil Rights Act of 1964. A putative nationwide class action has also been filed by

6


former employee agents alleging various violations of ERISA, breach of contract and age discrimination. AIC has been vigorously defending these lawsuits and other matters related to its agency program reorganization. In addition, AIC is defending certain matters relating to its life agency program reorganization announced in 2000. These matters include an investigation by the EEOC with respect to allegations of age discrimination and retaliation. AIC is cooperating fully with the agency investigation and will continue to vigorously defend these and other claims related to the life agency program reorganization. The outcome of these disputes is currently uncertain.

        Various other legal and regulatory actions are currently pending that involve the Company and specific aspects of its conduct of business. Like other members of the insurance industry, the Company is the potential target of an increasing number of class action lawsuits and other types of litigation, some of which involve claims for substantial and/or indeterminate amounts (including punitive and treble damages) and the outcomes of which are unpredictable. This litigation is based on a variety of issues including insurance and claim settlement practices. However, at this time, based on their present status, it is the opinion of management that the ultimate liability, if any, in one or more of these other 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.

Guarantees

        In the normal course of business, the Company provides standard indemnifications to counterparties in contracts in connection with numerous transactions, including indemnifications for breaches of representations and warranties, taxes and certain other liabilities, such as third party lawsuits. The indemnification clauses are often standard contractual terms and were entered into in the normal course of business based on an assessment that the risk of loss would be remote. The terms of the indemnifications vary in duration and nature. In many cases, the maximum obligation is not explicitly stated and the contingencies triggering the obligation to indemnify have not occurred and are not expected to occur. Because the obligated amounts of the indemnifications are not explicitly stated in many cases, the maximum amount of the obligation under such indemnifications is not determinable. Historically, the Company has not made any material payments pursuant to these obligations.

        In addition, the Company indemnifies its directors, officers and other individuals serving at the request of the Company as a director or officer to the extent provided in its charter and by-laws. Since these indemnifications are generally not subject to limitation with respect to duration or amount, the Company does not believe that it is possible to determine the maximum potential amount due under these indemnifications.

        The aggregate liability balance related to all guarantees was not material as of September 30, 2003.

7


4.     Other Comprehensive Income

        The components of other comprehensive income on a pretax and after-tax basis are as follows:

 
  Three Months Ended September 30,
 
 
  2003
  2002
 
(in thousands)

  Pretax
  Tax
  After-tax
  Pretax
  Tax
  After-tax
 
Unrealized capital gains and losses                                      
  Unrealized holding gains (losses) arising during the period   $ (37,442 ) $ 13,105   $ (24,337 ) $ 36,822   $ (12,887 ) $ 23,935  
  Less: reclassification adjustments     (1,277 )   446     (831 )   (10,279 )   3,598     (6,681 )
   
 
 
 
 
 
 
Unrealized net capital gains (losses)     (36,165 )   12,659     (23,506 )   47,101     (16,485 )   30,616  
   
 
 
 
 
 
 
Other comprehensive income (loss)   $ (36,165 ) $ 12,659     (23,506 ) $ 47,101   $ (16,485 )   30,616  
   
 
       
 
       
Net income                 2,853                 (1,390 )
               
             
 
Comprehensive income (loss)               $ (20,653 )             $ 29,226  
               
             
 
 
  Nine Months Ended September 30,
 
 
  2003
  2002
 
(in thousands)

  Pretax
  Tax
  After-tax
  Pretax
  Tax
  After-tax
 
Unrealized capital gains and losses                                      
  Unrealized holding gains (losses) arising during the period   $ 10,720   $ (3,751 ) $ 6,969   $ 51,445   $ (18,006 ) $ 33,439  
  Less: reclassification adjustments     (3,531 )   1,236     (2,295 )   (10,515 )   3,680     (6,835 )
   
 
 
 
 
 
 
Unrealized net capital gains (losses)     14,251     (4,987 )   9,264     61,960     (21,686 )   40,274  
   
 
 
 
 
 
 
Other comprehensive income (loss)   $ 14,251   $ (4,987 )   9,264   $ 61,960   $ (21,686 )   40,274  
   
 
       
 
       
Net income                 13,608                 18,327  
               
             
 
Comprehensive income               $ 22,872               $ 58,601  
               
             
 

5.     Disposition of operations

        During the third quarter of 2003, the Company announced its intention to exit the Direct Response distribution business. Based on its decision to sell the business, the Company has recorded an estimated loss on the disposition of $4.3 million ($2.7 million, after-tax).

8


INDEPENDENT ACCOUNTANTS' REVIEW REPORT

To the Board of Directors and Shareholder of
Allstate Life Insurance Company of New York:

        We have reviewed the accompanying condensed statement of financial position of Allstate Life Insurance Company of New York (the "Company", an affiliate of The Allstate Corporation) as of September 30, 2003, and the related condensed statements of operations for the three-month and nine-month periods ended September 30, 2003 and 2002 and the condensed statements of cash flows for the nine-month periods ended September 30, 2003 and 2002. These financial statements are the responsibility of the Company's management.

        We conducted our reviews in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and of making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with auditing standards generally accepted in the United States of America, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

        Based on our reviews, we are not aware of any material modifications that should be made to such condensed financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

        We have previously audited, in accordance with auditing standards generally accepted in the United States of America, the statement of financial position of Allstate Life Insurance Company of New York as of December 31, 2002, and the related statements of operations and comprehensive income, shareholder's equity, and cash flows for the year then ended, not presented herein. In our report dated February 5, 2003, we expressed an unqualified opinion on those financial statements. In our opinion, the information set forth in the accompanying condensed statement of financial position as of December 31, 2002 is fairly stated, in all material respects, in relation to the statement of financial position from which it has been derived.

/s/ Deloitte & Touche LLP

Chicago, Illinois
November 13, 2003

9



Item 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE THREE-MONTH AND NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2003 AND 2002

The following discussion highlights significant factors influencing results of operations and changes in financial position of Allstate Life Insurance Company of New York (the "Company"). It should be read in conjunction with the condensed financial statements and 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. Item 7. and Item 8. of the Allstate Life Insurance Company of New York Annual Report on Form 10-K for 2002. To conform to the 2003 and year-end 2002 presentation, certain prior year amounts have been reclassified.

Management has identified the Company as a single segment entity.

RESULTS OF OPERATIONS

        Summarized financial data is presented in the following table.

 
  Three Months Ended
September 30,

  Nine Months Ended
September 30,

 
(in thousands)

  2003
  2002
  2003
  2002
 
Premiums   $ 14,189   $ 13,483   $ 44,451   $ 67,429  
Contract charges     12,721     12,930     39,394     37,537  
Net investment income     66,612     58,586     193,999     168,795  
Contract benefits     38,278     36,358     119,712     127,517  
Interest credited to contractholder funds     26,557     22,667     78,349     63,438  
Amortization of DAC     7,925     11,368     22,493     18,441  
Operating costs and expenses     11,452     7,694     26,788     26,208  
Income tax expense     3,169     2,313     10,577     13,086  
Loss on disposition of operations, after-tax     (2,735 )       (2,735 )    
Realized capital gains and losses, after-tax(1)     (553 )   (5,989 )   (3,582 )   (6,744 )
   
 
 
 
 
Net income (loss)   $ 2,853   $ (1,390 ) $ 13,608   $ 18,327  
   
 
 
 
 
Investments   $ 4,832,087   $ 4,003,652   $ 4,832,087   $ 4,003,652  
Separate Accounts assets     588,452     511,227     588,452     511,227  
   
 
 
 
 
Investments, including Separate Accounts assets   $ 5,420,539   $ 4,514,879   $ 5,420,539   $ 4,514,879  
   
 
 
 
 

(1)
Realized capital gains and losses are reconciled in the table on page 16.

REVENUES

 
  Three Months Ended
September 30,

  Nine Months Ended
September 30,

 
(in thousands)

  2003
  2002
  2003
  2002
 
Premiums   $ 14,189   $ 13,483   $ 44,451   $ 67,429  
Contract charges     12,721     12,930     39,394     37,537  
Net investment income     66,612     58,586     193,999     168,795  
Realized capital gains and losses     (1,276 )   (10,231 )   (4,492 )   (11,696 )
   
 
 
 
 
Total revenues   $ 92,246   $ 74,768   $ 273,352   $ 262,065  
   
 
 
 
 

        Total revenues increased 23.4% in the third quarter of 2003 compared to the third quarter of 2002, due to higher Net investment income and lower net realized capital losses. Total revenues rose 4.3% in the first nine months of 2003 compared to the first nine months of 2002. The increase was due to higher Net investment income, increased Contract charges and lower net realized capital losses partially offset by decreased Premiums from immediate annuities with life contingencies.

10


OPERATIONS

        Premiums included in the Condensed Statements of Operations, represent premiums generated from traditional life, immediate annuities with life contingencies, and other insurance products that have significant mortality or morbidity risk.

        Contract charges are generated from interest-sensitive life products, variable annuities, fixed annuities and other investment products for which deposits are classified as Contractholder funds or Separate Accounts liabilities. Contract charges are assessed against these contractholder account values for maintenance, administration, cost of insurance and surrender prior to contractually specified dates. As a result, changes in Contractholder funds and Separate Accounts are considered in the evaluation of growth and as indicators of future levels of revenues.

        The following table summarizes premiums and contract charges by product.

 
  Three Months Ended
September 30,

  Nine Months Ended
September 30,

(in thousands)

  2003
  2002
  2003
  2002
Premiums                        
Life insurance                        
  Traditional life   $ 5,393   $ 5,296   $ 16,467   $ 15,856
  Other     2,037     2,082     6,405     6,574
   
 
 
 
    Total life insurance     7,430     7,378     22,872     22,430
Annuities                        
  Fixed annuities—immediate annuities with life contingencies     6,759     6,105     21,579     44,999
   
 
 
 
    Total annuities     6,759     6,105     21,579     44,999
   
 
 
 
      Total Premiums     14,189     13,483     44,451     67,429
Contract charges                        
Life insurance                        
  Interest-sensitive life     8,727     9,131     28,173     27,090
   
 
 
 
    Total life insurance     8,727     9,131     28,173     27,090
Annuities                        
  Fixed annuities—deferred     467     233     1,307     571
  Fixed annuities—immediate annuities without life contingencies     922     643     2,683     1,667
  Variable annuities     2,605     2,923     7,231     8,209
   
 
 
 
    Total annuities     3,994     3,799     11,221     10,447
   
 
 
 
      Total Contract charges     12,721     12,930     39,394     37,537
   
 
 
 
        Premiums and contract charges   $ 26,910   $ 26,413   $ 83,845   $ 104,966
   
 
 
 

11


        The following table summarizes Premiums and contract charges by distribution channel.

 
  Three Months Ended
September 30,

  Nine Months Ended
September 30,

(in thousands)

  2003
  2002
  2003
  2002
Premiums                        
  Allstate agencies   $ 5,310   $ 5,272   $ 16,219   $ 15,833
  Financial services firms (financial institutions and broker/dealers)             34    
  Specialized brokers     6,724     6,105     21,544     44,999
  Independent agents     476     25     1,099     26
  Direct marketing     1,679     2,081     5,555     6,571
   
 
 
 
    Total Premiums     14,189     13,483     44,451     67,429
Contract charges                        
  Allstate agencies     8,789     9,175     28,515     27,312
  Financial services firms (financial institutions and broker/dealers)     2,961     3,104     8,083     8,549
  Specialized brokers     922     643     2,683     1,667
  Independent agents     49     8     113     9
   
 
 
 
    Total Contract charges     12,721     12,930     39,394     37,537
   
 
 
 
    Premiums and contract charges   $ 26,910   $ 26,413   $ 83,845   $ 104,966
   
 
 
 

        Total Premiums increased 5.2% to $14.2 million in the third quarter of 2003 from $13.5 million in the third quarter of 2002, due to an increase in sales of immediate annuities with life contingencies. Sales of immediate annuities with life contingencies fluctuate due to consumer preference as well as market and competitive conditions, which drive the level and mix of immediate annuities sold with or without life contingencies.

        Total Contract charges were $12.7 million in the third quarter of 2003 compared to $12.9 million in the third quarter of 2002. Higher fixed annuity contract charges were more than offset by a decline in variable annuities and interest-sensitive life insurance contract charges. The variable annuity daily average account values during the third quarter of 2003 were lower than the daily average account values during the third quarter of 2002, as poor equity market performance during the prior year and surrenders offset increases from new business and market appreciation since March of 2003.

        For the first nine months of 2003, Premiums and Contract charges decreased 20.1% compared to the first nine months of 2002. The decrease is due to decreased sales of immediate annuities with life contingencies resulting from competitive market conditions and lower variable annuity contract charges from lower average account values, partially offset by slightly higher traditional life insurance premiums, and higher contract charges related to interest-sensitive life insurance and fixed annuities.

        Contractholder funds, included in the Condensed Statements of Financial Position represent interest-bearing liabilities arising from the sale of interest-sensitive life and fixed annuities. The balance of the Contractholder funds is equal to the cumulative deposits received and interest credited to the contractholder less cumulative contract maturities, surrenders, withdrawals and contract charges for mortality or administrative expenses.

12


        The following table shows the changes in Contractholder funds.

 
  Changes from July 1
to September 30,

  Changes from January 1
to September 30,

 
(in thousands)

  2003
  2002
  2003
  2002
 
Contractholder funds, beginning balance   $ 2,407,026   $ 1,666,106   $ 2,051,429   $ 1,438,640  
Deposits:                          
  Fixed annuities (immediate and deferred)(1)     146,433     272,476     498,863     527,369  
  Interest-sensitive life     27,567     13,863     80,548     45,654  
Interest credited     26,557     22,667     78,349     63,438  
Maturities, surrenders and other adjustments     (62,184 )   (48,880 )   (163,790 )   (148,869 )
   
 
 
 
 
Contractholder funds, ending balance   $ 2,545,399   $ 1,926,232   $ 2,545,399   $ 1,926,232  
   
 
 
 
 

(1)
The fixed portion of variable annuity deposits are included in Fixed annuities.

        The increase in Contractholder funds of $138.4 million for the three months ended September 30, 2003 compared to the $260.1 million increase during the same period in 2002 is the result of fixed annuity deposits in both periods partially offset by a decrease in new deposits to the fixed portion of variable annuities. Deposits for the fixed portion of variable annuities included in Contractholder funds decreased $107.9 million in the third quarter of 2003 compared to the same period in 2002.

        For the first nine months of 2003, the change in Contractholder funds compared to the first nine months of 2002 reflects trends consistent with those for the three months ended September 30. Decreased deposits into variable annuity fixed account investment options and slightly higher surrenders and maturities were offset by fixed annuity deposits and increased interest-sensitive life deposits from new business.

        Separate Accounts liabilities, included in the Condensed Statements of Financial Position, are legally segregated from the Company's general account assets and represent the contractholders' claims to the related Separate Accounts assets. Separate Accounts liabilities primarily arise from the sale of variable annuities and variable life insurance. The balance of the Separate Accounts liabilities is equal to the cumulative deposits received plus the investment performance of the related assets less the cumulative contract surrenders, withdrawals, net transfers to/from the general account and cumulative contract charges for mortality or administrative expenses.

        The following table shows the changes in Separate Accounts.

 
  Changes from July 1
to September 30,

  Changes from January 1 to September 30,
 
(in thousands)

  2003
  2002
  2003
  2002
 
Separate Accounts liabilities, beginning balance   $ 575,684   $ 589,029   $ 537,204   $ 602,657  
Deposits     22,408     20,699     50,316     93,980  
Investment results     13,437     (73,690 )   60,692     (123,856 )
Contract charges     (2,041 )   (1,905 )   (5,699 )   (6,018 )
Surrenders and other adjustments     (21,036 )   (22,906 )   (54,061 )   (55,536 )
   
 
 
 
 
Separate Accounts liabilities, ending balance   $ 588,452   $ 511,227   $ 588,452   $ 511,227  
   
 
 
 
 

        Increases in Separate Accounts liabilities in the third quarter and first nine months of 2003 compared to the same periods in the prior year were primarily driven by strong equity market performance resulting in improved investment results during both periods and lower transfers into the fixed account investment options and surrenders.

        Net investment income increased 13.7% in the third quarter and 14.9% in the first nine months of 2003

13


compared to the same periods in the prior year. The increase in both periods was due to higher portfolio balances resulting from increased positive cash flows from product sales and deposits, partially offset by lower portfolio yields. The lower portfolio yields were primarily due to investment purchases of fixed income securities with interest rates lower than the current portfolio average. Investments as of September 30, 2003, excluding unrealized net capital gains on fixed income securities, increased 19.0% from September 30, 2002.

        Analysis of net income is presented in the following table.

 
  Three Months Ended
September 30,

  Nine Months Ended
September 30,

 
(in thousands)

  2003
  2002
  2003
  2002
 
Investment margin   $ 16,015   $ 11,319   $ 45,933   $ 35,237  
Mortality margin     6,222     8,150     14,808     28,683  
Maintenance charges     5,210     5,200     15,448     15,377  
Surrender charges     1,240     1,305     3,594     3,509  
Amortization of DAC     (7,925 )   (11,369 )   (22,493 )   (18,442 )
Operating costs and expenses     (11,452 )   (7,693 )   (26,788 )   (26,207 )
Loss on disposition of operations, after-tax     (2,735 )       (2,735 )    
Income tax expense     (3,169 )   (2,313 )   (10,577 )   (13,086 )
Realized capital gains and losses, after-tax     (553 )   (5,989 )   (3,582 )   (6,744 )
   
 
 
 
 
Net income (loss)   $ 2,853   $ (1,390 ) $ 13,608   $ 18,327  
   
 
 
 
 

        Investment margin represents the excess of investment income earned over interest credited to policyholders and contractholders and interest expense. Investment margin increased 41.5% in the third quarter of 2003 compared to the same period in 2002 and increased 30.4% in the first nine months of 2003 compared to the first nine months of 2002.    Growth and management actions to reduce crediting rates where possible were partially offset by the decline in yields on assets supporting the Company's capital, traditional and interest-sensitive life and certain investment contracts with fixed interest crediting rates.

        The following table summarizes the annualized weighted average investment yield, interest crediting rates and investment spreads for the three months ended September 30.

 
  Weighted Average
Investment Yield

  Weighted Average
Interest Crediting Rate

  Weighted Average
Investment Spread

 
 
  2003
  2002
  2003
  2002
  2003
  2002
 
Interest-sensitive life   6.6 % 6.9 % 4.9 % 4.9 % 1.7 % 2.0 %
Fixed annuities—deferred   6.0   6.6   3.7   4.8   2.3   1.8  
Fixed annuities—immediate   7.6   7.9   6.9   6.9   0.7   1.0  
Investments supporting capital, traditional life and other products   6.2   6.7   N/A   N/A   N/A   N/A  

14


        The following table summarizes the annualized weighted average investment yield, interest crediting rates and investment spreads for the nine months ended September 30.

 
  Weighted Average
Investment Yield

  Weighted Average
Interest Crediting Rate

  Weighted Average
Investment Spread

 
 
  2003
  2002
  2003
  2002
  2003
  2002
 
Interest-sensitive life   6.7 % 7.0 % 5.0 % 5.0 % 1.7 % 2.0 %
Fixed annuities—deferred   6.1   6.8   3.9   5.0   2.2   1.8  
Fixed annuities—immediate   7.7   8.0   6.9   6.9   0.8   1.1  
Investments supporting capital, traditional life and other products   6.3   6.8   N/A   N/A   N/A   N/A  

        The decline in the weighted average investment spreads for the interest-sensitive life and immediate annuities were due to lower reinvestment yields than the portfolio average in both periods.

        The following table summarizes Contractholder funds and the Reserve for life-contingent contract benefits associated with the weighted average investment yield and weighted average interest crediting rates at September 30.

(in thousands)

  2003
  2002
Interest-sensitive life   $ 293,087   $ 270,670
Fixed annuities—deferred     1,772,336     1,180,696
Fixed annuities—immediate     1,827,784     1,742,008
   
 
      3,893,207     3,193,374
FAS 115/133 market value adjustment     192,510     108,806
Life-contingent contracts and other     102,361     86,611
   
 
Total Contractholder funds and Reserve for life-contingent contract benefits   $ 4,188,078   $ 3,388,791
   
 

        The following table summarizes investment margin by product group.

 
  Three Months Ended
September 30,

  Nine Months Ended
September 30,

(in thousands)

  2003
  2002
  2003
  2002
Life insurance   $ 2,565   $ 2,953   $ 7,279   $ 7,689
Annuities     13,450     8,366     38,654     27,548
   
 
 
 
Investment margin   $ 16,015   $ 11,319   $ 45,933   $ 35,237
   
 
 
 

        Mortality margin, which represents premiums and cost of insurance charges less related policy benefits, was $6.2 million or 23.7% lower in the third quarter of 2003 compared to the third quarter of 2002. The decrease in mortality margin is primarily due to higher death claims on life insurance policies combined with lower death claims on immediate annuities with life contingencies. These decreases were partially offset by growth from new business and lower death benefits on variable annuities. Variable annuity guaranteed minimum death benefits ("GMDB") payments of $.5 million in the third quarter of 2003 decreased $.2 million compared to the same period in 2002. Variable annuity GMDB payments have decreased each quarter of 2003 as equity market improvements since the first quarter of 2003 have reduced the net amount at risk.

        For the first nine months of 2003, mortality margin was $14.8 million or 48.4% below the first nine months of 2002. The decline reflects the favorable mortality margin in the first half of 2002 from favorable death claims on immediate annuities with life contingencies and the recognition of reinsurance recoverables arising from the tragic events of September 11, 2001. The strengthening of reserves on certain traditional

15


life insurance policies in the second quarter of 2003 contributed significantly to the decline as did higher variable annuity death benefits in the first half of 2003. The GMDB payments in the first nine months of 2003 were $2.5 million compared to $2.0 million in the first nine months of 2002.

        The following table summarizes mortality margin by product group.

 
  Three Months Ended
September 30,

  Nine Months Ended
September 30,

(in thousands)

  2003
  2002
  2003
  2002
Life insurance   $ 7,710   $ 8,894   $ 17,864   $ 26,251
Annuities     (1,488 )   (744 )   (3,056 )   2,432
   
 
 
 
Mortality margin   $ 6,222   $ 8,150   $ 14,808   $ 28,683
   
 
 
 

        Amortization of DAC decreased 30.3% in the third quarter of 2003 compared to the same period in 2002 and increased 22.0% in the first nine months of 2003 compared to the first nine months of 2002. The decline in the third quarter compared to the same period of the prior year is primarily due to acceleration of amortization, commonly known as DAC unlocking, which was $6.3 million in the third quarter of 2002, partially offset by the increased amortization related to and in proportion with the growth in the fixed and variable annuity investment margins. The increase for the nine months ended September 30, 2003 compared to the same period in the prior year was primarily due to increased amortization due to growth of the investment margin partially offset by the $4.9 million of DAC unlocking in the prior year period.

        Operating costs and expenses increased 48.9% during the third quarter of 2003 compared to the third quarter of 2002 and increased 2.2% during the first nine months of 2003 compared to the same period of 2002. The increase in the third quarter of 2003 over the comparable period in the prior year is a result of certain distribution and technology expenses, higher employee related benefit expenses and increased taxes licenses and fees. The increase in the first nine months of 2003 from the comparable period in 2002 was due to higher employee related benefit expenses and increased taxes licenses and fees.

        Loss on disposition of operations resulted from the Company's recent announcement to exit the Direct Response distribution business. Based on its decision to sell the business, the Company has recorded an estimated loss on the disposition of $2.7 million, after-tax.

        Realized capital gains and losses are presented in the following table. After-tax realized capital gains and losses are presented net of the effects of DAC amortization to the extent that such amortization effects resulted from the recognition of realized capital gains and losses.

 
  Three Months Ended
September 30,

  Nine Months Ended
September 30,

 
(in thousands)

  2003
  2002
  2003
  2002
 
Investment write-downs   $ (295 ) $ (11,920 ) $ (7,547 ) $ (13,676 )
Sales of fixed income securities     (2,726 )   1,238     (1,100 )   737  
Valuation of derivative instruments     728         972     5  
Settlement of derivative instruments     1,017     451     3,183     1,238  
   
 
 
 
 
Realized capital gains and losses, pretax     (1,276 )   (10,231 )   (4,492 )   (11,696 )
Reclassification of amortization of DAC     398     851     (1,156 )   1,140  
Income tax benefit     325     3,391     2,066     3,812  
   
 
 
 
 
Realized capital gains and losses, after-tax   $ (553 ) $ (5,989 ) $ (3,582 ) $ (6,744 )
   
 
 
 
 

16


        For further discussion of realized capital gains and losses, see "Investments".

INVESTMENTS

        The composition of the investment portfolio at September 30, 2003 is presented in the following table.

(in thousands)

  Investments
  Percent
of total

 
Fixed income securities(1)   $ 4,288,345   88.8 %
Mortgage loans     369,365   7.6  
Short-term     140,580   2.9  
Policy loans     33,797   0.7  
   
 
 
  Total   $ 4,832,087   100.0 %
   
 
 

(1)
Fixed income securities are carried at fair value. Amortized cost basis for these securities was $3.75 billion.

        Total investments increased to $4.83 billion at September 30, 2003 from $4.20 billion at December 31, 2002 due to positive cash flows generated from operating and financing activities, increased unrealized gains on fixed income securities generated in a lower interest rate environment and increased funds associated with securities lending.

        Total investment balances related to funds associated with securities lending increased to $181.6 million at September 30, 2003 from $160.0 million at December 31, 2002.

        The Unrealized net capital gains on fixed income securities at September 30, 2003 were $533.8 million, an increase of $80.6 million or 17.8% since December 31, 2002. The net unrealized gain for the fixed income portfolio totaled $533.8 million, comprised of $549.9 million of unrealized gains and $16.1 million of unrealized losses at September 30, 2003, compared to a net unrealized gain for the fixed income portfolio totaling $453.1 million at December 31, 2002, comprised of $479.5 million of unrealized gains and $26.4 million of unrealized losses. At September 30, 2003, the unrealized losses for the fixed income portfolio were concentrated in the corporate fixed income portfolio. Corporate fixed income net unrealized gains totaled $259.8 million comprised of $272.1 million of unrealized gains and $12.3 million of unrealized losses. The unrealized losses for the corporate fixed income portfolio were concentrated in the transportation, banking and utilities sectors. These sectors comprised $8.0 million or 65.2% of the unrealized losses and $122.9 million or 45.2%, of the unrealized gains in the corporate fixed income portfolio.

        Approximately 95.9% of the Company's fixed income securities portfolio is rated investment grade, which is defined by the Company as a security having a rating from the National Association of Insurance Commissioners ("NAIC") of 1 or 2, a Moody's equivalent rating of Aaa, Aa, A or Baa, a Standard & Poor's equivalent rating of AAA, AA, A or BBB, or a comparable Company internal rating.

        The Company monitors the quality of its fixed income portfolio, in part, by categorizing certain investments as problem, restructured or potential problem. Problem fixed income securities are securities in default with respect to principal and/or interest and/or securities issued by companies that have gone into bankruptcy subsequent to the Company's acquisition of the security. Restructured fixed income securities have modified terms and conditions that were not at current market rates or terms at the time of the restructuring. Potential problem fixed income securities are current with respect to contractual principal and/or interest, but because of other facts and circumstances, management has serious concerns regarding the borrower's ability to pay future principal and interest in accordance with the contractual terms of the security, which causes management to believe these securities may be classified as problem or restructured in the future.

17


        The following table summarizes problem, restructured and potential problem fixed income securities.

(in thousands)

  September 30, 2003
  December 31, 2002
 
 
  Amortized
cost

  Fair
value

  Percent
of total
Fixed
Income
portfolio

  Amortized
cost

  Fair
value

  Percent
of total
Fixed
Income
portfolio

 
Problem   $ 14,816   $ 13,862   0.3 % $ 23,395   $ 21,177   0.5 %
Restructured     5,880     6,237   0.1            
Potential problem     12,732     12,674   0.3     6,212     6,651   0.2  
   
 
 
 
 
 
 
Total net carrying value   $ 33,428   $ 32,773   0.7 % $ 29,607   $ 27,828   0.7 %
   
 
 
 
 
 
 
Cumulative write-downs recognized   $ 6,938             $ 15,446            
   
           
           

        As of September 30, 2003, the balance of fixed income securities that the Company categorizes as restructured or potential problem increased from the balance as of year-end 2002 while the balance of fixed income securities categorized as problem decreased from the balance at year-end 2002. The increase in potential problem assets primarily resulted from company-specific poor operating fundamentals in the utility sector. The Company evaluated each of these securities through its watch list process at September 30, 2003 and recorded write-downs on securities that are deemed to be other than temporarily impaired. Approximately $655 thousand of net unrealized losses at September 30, 2003 are related to securities that the Company has included in the problem, restructured or potential problem categories. These securities represent 0.7% of the fixed income portfolio. The Company concluded, through its watch list monitoring process, that these unrealized losses were temporary in nature. While these balances may increase in the future, particularly if economic conditions continue to be unfavorable, management expects that the total amount of securities in these categories will remain a relatively low percentage of the total fixed income securities portfolio. The Company had no fixed income securities categorized as restructured at December 31, 2002.

        The components of pretax realized capital gains and losses are described in the table on page 16. Sales of fixed income securities in the third quarter and first nine months of 2003 resulted from actions taken to reduce credit exposure to certain issuers or industries and to provide liquidity for the purchase of investments that better meet certain investment objectives. Sales also include fees received from prepayments of fixed income securities and mortgage loans totaling $180 thousand and $201 thousand for the third quarter and first nine months of 2003, respectively, compared to $1.6 million and $4.2 million for the same periods of 2002, respectively.

CAPITAL RESOURCES AND LIQUIDITY

        Capital resources consist of shareholder's equity. The following table summarizes the Company's capital resources.

(in thousands)

  September 30,
2003

  December 31,
2002

Common stock, retained earnings and other shareholder's equity items   $ 387,768   $ 374,160
Accumulated other comprehensive income     178,919     169,655
   
 
  Total shareholder's equity   $ 566,687   $ 543,815
   
 

        Shareholder's equity increased $22.9 million in the first nine months of 2003 when compared to December 31, 2002 due to Net income of $13.6 million and to an increase of $9.3 million in Accumulated other comprehensive income.

18


        Financial Ratings and Strength    In June 2003, Standard & Poor's revised the insurance financial strength rating of Allstate Life Insurance Company ("ALIC") and its rated subsidiaries and affiliates, including the Company, from AA+ to AA and revised the rating outlook from negative to stable. Standard & Poor's stated that the rating change was due to several factors including their negative outlook on the life insurance industry, the recent decline in ALIC's Net income and their view that a subsidiary's rating cannot exceed the rating of its parent. ALIC's rating is now the same rating as that of AIC, the parent of ALIC. Moody's and A.M. Best's insurance financial strength ratings of the Company, ALIC and AIC remain unchanged. In reaffirming the A+ ratings of the Company, ALIC and AIC, A.M. Best assigned a positive rating outlook for these companies' ratings.

        Liquidity The Company's operations typically generate substantial positive cash flows from operations as most premiums and deposits are received in advance of the time when claim and benefit payments are required. These positive operating cash flows are expected to continue to meet the liquidity requirements of the Company.

        The ability of the Company to pay dividends is dependent on business conditions, income, cash requirements of the Company and other relevant factors. The payment of shareholder dividends by the Company without prior approval of the state insurance regulator in any calendar year is limited to formula amounts based on statutory surplus and statutory net gain from operations, determined in accordance with statutory accounting practices, for the immediately preceding calendar year. In the twelve-month period ending September 30, 2003, the Company has not paid any dividends. The maximum amount of dividends that the Company can distribute during 2003 without prior approval of the New York State Insurance Department is $16.3 million.

        A portion of the Company's diversified product portfolio, primarily fixed annuities and interest-sensitive life insurance products, is subject to surrender and withdrawal at the discretion of contractholders and therefore represents a significant potential use of cash in each fiscal period. These surrenders and withdrawals for the three-month and nine-month periods ended September 30, 2003 were $59.0 million and $141.3 million compared to $45.4 million and $127.7 million for the same periods last year. The total amount of surrenders and withdrawals for the first nine months of 2003 represented 3.4% of the Reserve for life-contingent contract benefits and Contractholder funds balance at September 30, 2003, compared to 3.8% in the first nine months of last year.

        The Company has entered into an inter-company loan agreement with the Corporation. The amount of inter-company loans available to the Company is at the discretion of the Corporation. The maximum amount of loans the Corporation will have outstanding to its eligible subsidiaries at any given point in time is limited to $1.00 billion. No amounts were outstanding for the Company under the inter-company loan agreement at September 30, 2003 or December 31, 2002.

RECENT DEVELOPMENTS

FORWARD-LOOKING STATEMENTS

        This document contains "forward-looking statements" that anticipate results based on management's estimates, assumptions and 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. The Company assumes no obligation to update any forward-looking statements as a result of new information or future events or developments.

        These forward-looking statements do not relate strictly to historical or current facts and may be identified by their use of words like "plans," "seeks," "expects," "will," "should," "anticipates," "estimates," "intends," "believes," "likely," "targets" and other words with similar meanings. These statements may address, among

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other things, the Company's strategy for growth, product development, regulatory approvals, market position, expenses, financial results and reserves. Management believes that these statements are based on reasonable estimates, assumptions and plans. However, if the estimates, assumptions or plans underlying the forward-looking statements prove inaccurate or if other risks or uncertainties arise, actual results could differ materially from those communicated in these forward-looking statements. Factors which could cause actual results to differ materially from those suggested by such forward-looking statements, include but are not limited to those discussed or identified in this document (including the risk factor described below) and in the Company's public filings with the SEC.

RISK FACTOR

        The following risk factor should be considered in addition to the risk factors identified in the Management's Discussion and Analysis of Financial Condition and Results of Operations, under the heading "Forward-Looking Statements and Risk Factors Affecting The Company," in Part II Item 7 of the Company's Form 10-K filed March 31, 2003.

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Item 4. Controls and Procedures

        With the participation of our principal executive officer and principal financial officer, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based upon this evaluation, the principal executive officer and the principal financial officer concluded that our disclosure controls and procedures are effective in timely alerting them to material information required to be included in our periodic reports filed with the Securities and Exchange Commission. However, the design of any system of controls and procedures is based in part upon assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives and are effective at the "reasonable assurance" level.

        During the last fiscal quarter, there have been no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1.    Legal Proceedings

        The discussion "Regulation, Legal Proceedings and Guarantees" in Part I, Item 1, Note 3 of this Form 10-Q is incorporated herein by reference.

Item 6.    Exhibits and Reports on Form 8-K

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SIGNATURE

        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.


 

Allstate Life Insurance Company of New York
(Registrant)

November 14, 2003

By

/s/  
SAMUEL H. PILCH      
Samuel H. Pilch
(chief accounting officer and duly
authorized officer of the Registrant)

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Exhibit No.
  Description
15   Acknowledgement of awareness from Deloitte & Touche LLP dated November 13, 2003, concerning unaudited interim financial information.

31.1

 

Rule 15d-14(a) Certification of Principal Executive Officer

31.2

 

Rule 15d-14(a) Certification of Principal Financial Officer

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Section 1350 Certifications

E-1




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