8-KOther EventsExhibits & Filings

ALLSTATE CORP 8-K Report, Corporate Update (Mar 14, 2006)

Filed March 14, 2006For Securities:ALLALL-PJALL-PBALL-PHALL-PI

Summary

Allstate Corporation (ALL) announced on March 8, 2006, a definitive agreement to sell substantially all of its variable annuity business to Prudential Financial, Inc. and its subsidiary. This transaction, structured as a combination of coinsurance and modified coinsurance reinsurance, is valued at approximately $581 million, subject to market adjustments. The sale is expected to be completed by the end of the second quarter of 2006, pending regulatory approval. This strategic move allows Allstate to exit a business line that generated roughly $278 million in contract charges on $16 billion in total account balances as of year-end 2005. While the separate account assets and liabilities will remain on Allstate's balance sheet, their results will be fully reinsured. The company expects to recognize a small gain from this transaction, which will be amortized over the agreement's life. Allstate will also retain certain pre-closing contingent liabilities and provide transition services, as well as indemnity to Prudential for specific post-closing liabilities.

Key Highlights

  • 1Allstate to sell substantially all of its variable annuity business to Prudential Financial.
  • 2Transaction valued at approximately $581 million, subject to market adjustments.
  • 3Sale is a combination of coinsurance and modified coinsurance reinsurance.
  • 4Deal expected to close by the end of Q2 2006, subject to regulatory approval.
  • 5The variable annuity business generated $278 million in contract charges on $16 billion in account balances in 2005.
  • 6Allstate will retain certain liabilities and provide transition services post-closing.
  • 7A small gain is expected, to be amortized over the agreement's life.

Frequently Asked Questions

This 8-K filing announces Allstate Corporation's definitive agreement to sell its variable annuity business to Prudential Financial. This is a material event that requires public disclosure.

The sale is valued at approximately $581 million, subject to market adjustments. Allstate expects to recognize a small gain from the transaction, which will be amortized into earnings over the life of the agreement. The company will need approximately $1 billion in cash or equivalents to settle obligations related to the coinsurance portion of the agreement at closing.

Allstate is selling substantially all of its variable annuity business. However, separate account assets and liabilities related to this business will remain on its consolidated statements, though their results will be fully reinsured by Prudential. Allstate will also continue to issue new variable annuity contracts and accept deposits on existing business on behalf of Prudential during a transition period, and will continue to issue variable annuity contracts in the financial institutions channel for a minimum of 33 months.

The transaction is subject to regulatory approval and is expected to be completed by the end of the second quarter of 2006.