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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number 1-11840
THE ALLSTATE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 36-3871531
(State of Incorporation) (I.R.S. Employer Identification Number)
2775 Sanders Road, Northbrook, Illinois 60062
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (847) 402-5000
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
------------------- -------------------
Common Stock, par value $0.01 New York Stock Exchange
per share Chicago Stock Exchange
7.95% Cumulative Quarterly New York Stock Exchange
Income Preferred Securities, Series A
(issued by a wholly-owned trust of the Registrant)
7.125% Senior Quarterly Interest Bonds New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
On January 31, 2000, Registrant had 776,114,418 shares of common stock
outstanding. Approximately 676,239,609 of these shares, having an aggregate
market value (based on closing prices on January 31, 2000 reported in the New
York Stock Exchange Composite listing) of approximately $15.68 billion, were
owned by stockholders other than the Registrant's directors and executive
officers; Northern Trust Corporation, which is the trustee for The Savings and
Profit Sharing Fund of Allstate Employees; and any person believed by the
Registrant to own five percent or more of Registrant's outstanding common stock.
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, and (2) has been subject to such filing requirements for the past 90
days.
Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
Documents Incorporated By Reference
Portions of the following documents are incorporated herein by
reference as follows:
Parts I, II and III of this Form 10-K incorporate by reference certain
information from the Registrant's Proxy Statement for its Annual Meeting of
Stockholders to be held on May 18, 2000 (the "Proxy Statement").
TABLE OF CONTENTS
PART I Page
----
Item 1. Business.........................................................................................1
Strategy....................................................................................1
Personal Property and Casualty Segment......................................................2
Life and Savings Segment....................................................................7
Other Business Segments....................................................................10
Property-Liability Claims and Claims Expense Reserves......................................12
Reinsurance Ceded..........................................................................18
Capital Requirements.......................................................................19
Investments................................................................................19
Regulation.................................................................................19
Year 2000..................................................................................24
Other Information about Allstate...........................................................24
Forward-Looking Statements and Risk Factors Affecting Allstate.............................24
Executive Officers.........................................................................30
Item 2. Properties......................................................................................31
Item 3. Legal Proceedings...............................................................................31
Item 4. Submission of Matters to a Vote of Security Holders.............................................32
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholders Matters..........................32
Item 6. Selected Financial Data.........................................................................32
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations...........32
Item 7A. Quantitative and Qualitative Disclosures About Market Risk......................................33
Item 8. Financial Statements and Supplementary Data.....................................................33
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure........................................................................33
PART III
Item 10. Directors and Executive Officers of the Registrant.............................................33
Item 11. Executive Compensation.........................................................................33
Item 12. Security Ownership of Certain Beneficial Owners and Management.................................33
Item 13. Certain Relationships and Related Transactions.................................................34
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PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.................................34
Signatures..................................................................................................35
Index to Financial Statements and Financial Statement Schedules............................................S-1
Exhibit Index..............................................................................................E-1
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Part I
ITEM 1. BUSINESS
The Allstate Corporation (the "Parent") was incorporated under the laws
of the State of Delaware on November 5, 1992 to serve as the holding company for
Allstate Insurance Company. Its business is conducted principally through
Allstate Insurance Company, Allstate Life Insurance Company and their
subsidiaries (collectively, including the Parent, "Allstate"). Allstate is
engaged, principally in the United States and Canada, in the personal property
and casualty insurance business and the life insurance and savings business.
Allstate is the second largest personal property and casualty insurer in the
United States on the basis of 1998 statutory premiums written and the nation's
17th largest life insurance business based on ordinary life insurance in force
and 21st based on statutory admitted assets. Allstate has four business
segments: personal property and casualty; life and savings; discontinued lines
and coverages; and corporate and other business.
STRATEGY
Allstate has a multi-channel, multi-brand, multi-product and
multi-national strategy. This strategy is intended to:
- Focus on the profitable growth of our personal property and
casualty business and our life and savings business
- Capitalize on the strength of the Allstate brand identity and the
other brand identities that we have developed or acquired the
right to use, such as CNA for personal lines business and American
Heritage Life
- Serve customers' needs and preferences by providing access to
Allstate when, where and how they choose
- Leverage a variety of distribution channels, such as Allstate
exclusive agencies, independent agencies, other financial
institutions, direct response marketing, workplace marketing and
the Internet
While pursuing this strategy, we intend to maintain discipline in our capital
management in order to create long-term stockholder value. The components of the
strategy applicable to our particular business segments are covered below in the
discussion of the segments.
We plan to pursue selective business start-ups, acquisitions,
partnerships and expanded distribution channels, both in the United States and
internationally in the pursuit of our business strategy.
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In November 1999, we announced a new multi-access distribution model
for our Allstate brand products. The model is intended to allow customers to buy
Allstate products through agents, over the Internet and by telephone to call
centers. Each of these three distribution channels is to be integrated and
complementary, so that customers will receive the same products, the same level
of service and the same price regardless of the channel they choose to use. Each
customer will have access to the expertise and local presence of an Allstate
agent. In addition, customers will be able to report claims, pay bills and get
questions answered by using our call centers or the Internet. This new model is
intended to aggressively expand our selling and customer service capabilities.
In order to fund our investment in the technology required for the
multi-access model and our investment in competitive pricing, enhanced marketing
and advertising, in November 1999, we announced a program to reduce expenses by
approximately $600 million, which we expect to fully realize beginning in 2001.
We are reorganizing our multiple employee agency programs into
Allstate's single exclusive agency independent contractor program. The
reorganization is intended to service agents and customers more efficiently and
cost-effectively.
Our other initiatives include the introduction of new underwriting
techniques, new agency and claim technology, simplified and improved
communications, and customer relations management. We believe that the
multi-access distribution model, combined with competitively priced products,
will provide us with a unique selling and customer service advantage in an
increasingly competitive marketplace.
During 1999, we completed the acquisition of the personal lines auto
and homeowners insurance business of CNA Financial Corporation and the
acquisition of American Heritage Life Insurance Company. We believe that these
acquisitions position Allstate strongly in the independent agency and workplace
marketing distribution channels.
During 1999, we also launched a joint venture with Putnam Investments,
Inc., a leading investment management company, to create and distribute an
Allstate and Putnam co-branded variable insurance product line. Putnam's
portfolio managers oversee the mutual fund investments that are included as
investment options in some of Allstate's variable insurance products. The
products are distributed by Putnam's wholesaling force and through its
partnerships with banks, securities firms and financial advisors.
PERSONAL PROPERTY AND CASUALTY SEGMENT
PRODUCTS
Allstate's personal property and casualty segment sells principally
private passenger auto and homeowners insurance in the United States and other
countries. It accounted for 71% of our
2
1999 statutory written premiums. We evaluate the results of this segment based
upon premium growth and underwriting results.
The personal property and casualty segment has historically separated
the voluntary private passenger auto insurance business into two categories for
underwriting purposes: the standard market and the non-standard market.
Generally, standard auto customers are expected to have lower risks of loss than
non-standard customers. The segment distinguishes between these risk categories
using factors unique to each customer such as the driving records of the various
drivers on the policy, the existence of prior insurance coverage, type of car
owned or the customer's financial stability. The segment is implementing a
refined pricing program that uses underwriting experience for these factors to
price auto coverage for each customer using a unique tier-based pricing model.
Tier-based pricing allows a much broader range of premiums to be offered to
customers within the two existing categories of risks. As a result, we believe
that tier-based pricing will allow Allstate to compete more effectively and
operate more profitably. Our ability to implement these strategies is generally
subject to regulatory approval. Currently, we expect to implement these
strategies in approximately 15 states during 2000 and the remaining states in
2001 or as the strategy receives regulatory approval in the various states.
The personal property and casualty segment also participates in the
"involuntary" or "shared" private passenger auto insurance business. This
business provides auto insurance to higher risk individuals who would otherwise
be unable to obtain it. The segment, like all auto insurers, is required to
write or share the cost of this business as a condition of its license to do
business in many states. Policies written in this market are generally written
at higher than standard rates. The segment has generally experienced losses in
this business.
The homeowners insurance business is also separated into standard and
non-standard categories according to insurance risk. The personal property and
casualty segment's non-standard homeowners policies are written for high value
homes and other non-standard homes, such as those that are not close to fire
stations. The segment's underwriting strategy for homeowners is to target
customers whose risk of loss provides Allstate with the best opportunity for
profitable growth. This includes managing exposure on policies in areas where
the potential loss from catastrophes exceeds acceptable levels.
The personal property and casualty segment has reduced its claims costs
by redesigning its claim settlement procedures. During 1998, the segment
completed the implementation of redesigned procedures for auto physical damage
claims. In addition, the segment continues the design and testing of new
procedures for personal injury claims and for property claims involving fire and
roof damage. In the normal course of business, Allstate may supplement its
claims and underwriting processes by utilizing third party adjusters,
appraisers, engineers, inspectors, other professionals and information sources
to assess and settle catastrophe and non-catastrophe related claims.
As is true for the industry in general, first-year costs attributable
to the personal property and casualty segment's products are generally higher
than for subsequent years. Policies that
3
remain in force generally become more profitable over time. Accordingly,
customer retention is an important factor in the segment's profitability and
Allstate is offering incentives to encourage customers to renew their policies.
Although private passenger auto and homeowners insurance account for
the majority of its business, the personal property and casualty segment also
writes the following kinds of insurance:
Boat Owners Motor Home
Comprehensive Personal Liability Personal Umbrella
Condominium Recreational Vehicle
Fire Renters
Mechanical Breakdown Residential and Landlord
Mobile Home Selected Commercial Property and Casualty
Motorcycle
The segment also operates Allstate Enterprises, Inc., whose principal
subsidiary, Allstate Motor Club, Inc., provides members with travel plans and
emergency road service.
Information regarding the last three years' revenues and operating
profit or loss, and the last two years' identifiable assets attributable to the
personal property and casualty segment is contained in Note 17 to Consolidated
Financial Statements beginning on page A-69 of the Proxy Statement, incorporated
herein by reference.
DISTRIBUTION METHODS
In November 1999, Allstate announced a new multi-access distribution
model for its Allstate brand products. The model is intended to allow customers
to shop for and buy Allstate products through agents, over the Internet and by
telephone to call centers. Each of these three distribution channels is to be
integrated and complementary, so that customers will receive the same products,
the same level of service and the same price regardless of the channel they
choose to use. While the multi-access model will ultimately apply to the life
and savings segment, too, the personal property and casualty segment is the
focus of the initial stages in implementing the model.
Implementation of the multi-access model is scheduled to begin in the
second quarter of 2000. By December 31, 2000, Allstate expects that the model
will be available to areas covering about 40 percent of the United States
population. By December 31, 2001, Allstate anticipates that the model will be
available to the rest of the United States.
In order to fund our investment in the technology required for the
multi-access model and our investment in competitive pricing, enhanced marketing
and advertising, in November 1999, we announced a program to reduce expenses
across all business segments by approximately $600 million, which we expect to
fully realize beginning in 2001.
4
We are reorganizing our multiple employee agency programs into
Allstate's single exclusive agency independent contractor program. The
reorganization is intended to service agents and customers more efficiently and
cost-effectively.
Historically and throughout 1999, the personal property and casualty
segment has marketed its auto and homeowner products primarily through Allstate
exclusive agencies and independent agencies. The segment's broad-based network
of approximately 15,500 exclusive agencies in the United States and Canada in
approximately 12,000 locations produced 87.0% of the segment's 1999 written
premiums. The balance was primarily generated by approximately 21,000
independent agencies.
In order to increase premium revenue from the independent agent
channel, the segment acquired the personal lines business of CNA Financial
Corporation in October 1999. The acquisition makes the segment the third largest
provider of personal lines products through independent agencies in the United
States, based on 1998 premium on a pro forma basis.
The personal property and casualty segment uses several brand
identities, including Allstate, Deerbrook, CNA and American Surety & Casualty.
Currently, Allstate brand policies are sold through exclusive agencies and, to a
limited extent, through independent agencies. Deerbrook, CNA and American Surety
& Casualty policies are sold through independent agencies.
GEOGRAPHIC MARKETS
The personal property and casualty segment's principal geographic
markets are the United States and Canada. Through a variety of companies, the
segment is authorized to sell personal property and casualty insurance in 50
states, the District of Columbia, Puerto Rico and Canada.
The following table reflects, in percentages, the principal geographic
distribution of statutory premiums earned for the segment for the year ended
December 31, 1999:
New York 10.7%
California 9.7%
Florida 9.3%
Texas 9.2%
Pennsylvania 5.0%
No other jurisdiction accounted for more than four percent of the statutory
premiums for the personal property and casualty segment.
The segment's underwriting strategy for homeowners is to target
customers whose risk of loss provides Allstate with the best opportunity for
profitable growth. This includes managing
5
exposure on policies in areas where the potential loss from catastrophes exceeds
acceptable levels.
In 1997, the segment began to sell private passenger auto insurance in
Germany through direct response marketing. It intends to engage in similar
direct response marketing of auto insurance in other western European countries,
including Italy in 2000. In January 2000, it announced that it would withdraw
from Japan in order to focus on other growth initiatives. Allstate believes that
it will take a number of years before its new and planned international
businesses contribute significantly to financial results for this segment.
COMPETITION
The following charts provide the market shares of the personal property
and casualty segment's principal competitors in the United States by direct
written premium for the year ended December 31, 1998 (the most recent date such
competitive information is available) according to A. M. Best.
Private Passenger Auto Insurance Homeowners Insurance
Insurer Market Share Insurer Market Share
- ------- ------------ ------- ------------
State Farm 19.7% State Farm 22.7%
Allstate 12.4% Allstate 11.5%
Farmers 5.9% Farmers 7.0%
Nationwide 4.3% Nationwide 4.2%
Progressive 4.2% Travelers 3.6%
GEICO 3.5% USAA 3.4%
The personal private passenger auto and homeowners insurance businesses
are highly competitive. Strongly capitalized competitors have been able to offer
relatively low rates. New competitors have been attracted to the insurance
business by what were, until recently, growing profit margins. The expansion and
redefinition of underwriting risk selection and tolerance by many competitors
have fueled the competitive environment. For these and other reasons, we expect
the business to remain competitive.
In order to compete more effectively, in November 1999, Allstate
announced the new multi-access model described above. The model is intended to
allow customers to shop for and buy Allstate brand insurance products through
agents, over the Internet and by telephone. Each of these three distribution
channels is to be integrated and complementary, so that customers will receive
the same products, the same level of service and the same price regardless of
the channel they choose to use.
The personal property and casualty segment competes principally on the
basis of the recognition of its brands, the scope of its distribution system,
the breadth of its product offerings, product features, customer service, claim
handling, use of technology and price. In addition,
6
extensive use of our proprietary database of underwriting and pricing experience
enables Allstate to divide the market into segments, appropriately price risks
and cross-sell its products within its customer base.
In 1998 in the United States insurance industry, approximately $48.81
billion of personal property and casualty premiums were generated by independent
agencies. The remaining $92.84 billion of premiums were generated by insurers
placing their products directly with the consumer through employee agents,
independent contractor exclusive agents and direct response marketing.
As stated above, in 1999, Allstate acquired the personal lines business
of CNA Financial Corporation in order to increase premium revenue from the
independent agent channel. The acquisition makes the segment the third largest
provider of personal lines products through independent agents in the United
States, based on 1998 premium on a pro forma basis.
CATASTROPHE LOSSES AND CATASTROPHE MANAGEMENT
Information regarding catastrophe losses and management is incorporated
herein by reference to the discussion of "PP&C catastrophe losses and
catastrophe management" beginning on page A-8 of the Proxy Statement.
LIFE AND SAVINGS SEGMENT
PRODUCTS
Allstate's life and savings segment markets a broad line of life
insurance, savings products, group pension products and health and disability
products. Its life insurance products include whole, term and interest sensitive
products. Its savings products include fixed and variable annuities. Its group
pension products include guaranteed investment contracts, funding agreements and
retirement annuities. We evaluate the results of this segment based upon
invested asset growth, separate account growth, face amounts of life policies in
force and net income.
Life insurance in force, net of reinsurance, for the segment was
$227.66 billion at December 31, 1999 and $202.27 billion at December 31, 1998.
As of December 31, 1999, the segment had $48.30 billion of investments,
including $13.86 billion of separate account assets. In 1999, annuity premiums
and deposits represented 60.5% of the segment's total statutory premiums and
deposits.
The assets and liabilities relating to variable annuities, variable
life, variable universal life and certain guaranteed investment contracts are
legally segregated and reflected as assets and liabilities of the separate
accounts.
Information regarding the last three years' revenues and operating
profit or loss, and the
7
last two years' identifiable assets attributable to the life and savings segment
is contained in Note 17 to the Consolidated Financial Statements beginning on
page A-69 of the Proxy Statement, incorporated herein by reference.
DISTRIBUTION
The life and savings segment distributes its products through Allstate
exclusive agencies (including life specialists and Allstate Financial Advisors),
banks, independent agencies and securities firms. In addition, it uses direct
response marketing, workplace marketing and the Internet. Specialized brokers
are used to distribute group pension and structured settlement products not
offered by Allstate's agency force.
The segment uses several brand identities including Allstate,
Glenbrook, Northbrook, Lincoln Benefit and American Heritage Life. Generally,
the segment sells Allstate brand products through exclusive agencies, securities
firms and direct response marketing. It sells the other brand products through
both exclusive and independent agencies, securities firms, banks and direct
response marketing. The products of the Glenbrook, Northbrook and Lincoln
Benefit brands are similar to the types of products that the segment offers
under the Allstate brand. The American Heritage Life brand products include
health and disability insurance in addition to life insurance and annuities and
such products are generally sold through workplace marketing.
The life and savings segment has been growing its business in a variety
of ways. It has developed new customer-focused products, particularly a variety
of competitive fee-based and interest sensitive products designed to satisfy
changing customer needs. It has increased cross-sales of its products to
existing Allstate customers in the personal property and casualty segment.
Through investments in technology, it has leveraged existing scale to increase
efficiency and effectiveness. Additionally, Allstate has driven increased sales
activity by strengthening its wholesaling efforts.
In 1999, the life and savings segment established or acquired the
following new distribution arrangements:
- A joint venture with Putnam Investments, Inc., a leading
investment management company, to create and distribute an
Allstate and Putnam co-branded variable insurance product line.
Putnam's portfolio managers oversee the mutual fund investments
that are included as investment options in some of Allstate's
variable insurance products. The products are distributed by
Putnam's wholesaling force and through its partnerships with
banks, securities firms and financial advisors.
- The acquisition of American Heritage Life Insurance Company, a
leading distributor of life, disability and health insurance to
employees at their workplaces.
- The formation of AFD, Inc., a wholesaler of variable annuities.
8
- The pilot rollout of Allstate Financial Advisors in California,
Florida and Pennsylvania to provide professional financial
planning and a variety of investment and insurance products.
In addition, the life and savings segment continues to use the
following strategic distribution arrangements:
- An alliance between Northbrook Life Insurance Company and Dean
Witter Reynolds, Inc., a wholly-owned subsidiary of Morgan Stanley
Dean Witter & Co., for the marketing and distribution of
Northbrook's life and annuity products through Dean Witter's
broker sales force.
- A reinsurance agreement with PNC Bank Corp. whereby 50% of the
business sold through PNC is reinsured to PNC through offshore
reinsurance affiliates of Allstate and PNC.
- Marketing arrangements with various banks, securities firms and
independent agencies for the sale of life and annuity products.
GEOGRAPHIC MARKETS
The life and savings segment's principal market is the United States.
Through a variety of companies, it is authorized to sell life insurance in 50
states, the District of Columbia, Puerto Rico and Canada.
The following table reflects, in percentages, the principal geographic
distribution of statutory premiums and deposits for the life and savings segment
for the year ended December 31, 1999:
California 10.0%
Florida 8.2%
Illinois 6.9%
Pennsylvania 6.2%
No other jurisdiction accounted for more than five percent of the statutory
premiums and deposits for the life and savings segment.
In 1999, Allstate was also engaged, to a limited extent, in the life
insurance and savings business in Indonesia, South Korea and the Philippines.
Allstate intends to distribute life
9
insurance and annuity products through a joint venture in India when that
country opens its markets for private competition. In addition, it maintains a
representative office in China with the intention of entering the Chinese market
when permitted by the Chinese regulatory authorities.
COMPETITION
The life and savings segment competes principally on the basis of the
scope of its distribution systems, the breadth of its product offerings, the
recognition of its brands, its financial strength, product features, price and
customer service. In addition, with respect to variable life and annuity
products, the segment competes on the basis of the variety of choices in its
separate account portfolio of funds and the management and performance of those
funds.
The life insurance and annuity market continues to be highly fragmented
and competitive. As of December 31, 1999, there were approximately 843 groups of
life insurance companies in the United States, most of which offer one or more
products similar to those offered by the life and savings segment and many of
which use similar marketing techniques. Based on information contained in
statements filed with state insurance departments, in 1998 approximately 23.8%
of the life insurance and annuity statutory premiums and deposits were written
by six groups of companies. Allstate's life and savings segment ranked 17th
based on ordinary life insurance in force and 21st based on statutory admitted
assets. Banks and savings and loan associations in certain jurisdictions compete
with the segment in the sale of life insurance products. In addition, because
certain life insurance and annuity products include a savings or investment
component, competitors include securities firms, investment advisors, mutual
funds, banks and other financial institutions.
The life and savings segment is currently experiencing increased
competition. This is due, in part, to demutualization and consolidation activity
in the life insurance industry. Allstate expects this competitive environment to
continue. Furthermore, Allstate expects consolidation and competition in the
life and savings business to intensify following the recent enactment of the
Gramm-Leach-Bliley Act of 1999, which eliminates many federal and state law
barriers to affiliations among banks, securities firms, insurers and other
financial service providers.
RESERVES
The establishment of reserve and contractholder fund liabilities in
recognition of the segment's future benefit obligations under life and annuity
policies and other products are discussed in Notes 2 and 8 to the Consolidated
Financial Statements beginning on pages A-39 and A-55, respectively, of the
Proxy Statement, incorporated herein by reference.
OTHER BUSINESS SEGMENTS
Information regarding the last three years' revenues and operating
profit or loss, and the last two years' identifiable assets attributable to both
the corporate and other business segment
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and the discontinued lines and coverages segment is contained in Note 17 to
Consolidated Financial Statements beginning on page A-69 of the Proxy Statement,
incorporated herein by reference.
Allstate's corporate and other business segment is comprised of holding
company activities and certain non-insurance operations.
Allstate's discontinued lines and coverages segment consists of
business no longer written by Allstate, including environmental, asbestos and
other mass tort exposures, and other commercial insurance business in run-off.
This segment also included the mortgage pool insurance business that Allstate
exited in 1999.
An Allstate subsidiary wrote excess and surplus lines coverages from
1972 to 1985, including professional liability coverages written principally on
claims-made coverage forms. The subsidiary also wrote substantial umbrella and
excess liability coverages on an occurrence basis, including medical and other
product liability coverages, for major United States corporations. In 1985, the
subsidiary was merged into Allstate Insurance Company, which assumed all of its
assets and liabilities. Since the early 1980s, Allstate has experienced
significant increases in losses from policies arising out of the subsidiary's
umbrella and excess liability coverage for large corporations. Most of these
losses are related to environmental damage, asbestos-related claims or other
mass tort claims. Allstate continues to be involved in coverage litigation with
some of the former subsidiary's insureds.
During the late 1960s and through the early 1980s Allstate's assumed
reinsurance business unit wrote treaty and facultative reinsurance covering
property and casualty policies with major United States corporations that have
since become involved in environmental, asbestos and other mass tort exposures.
Allstate's assumed reinsurance business unit continues to be involved in
coverage litigation and arbitration with some of its ceding companies involving
liability for these claims. In 1996, Allstate sold to SCOR Re the reinsurance
liabilities it had assumed in 1985 and thereafter but retained its pre-1985
assumed reinsurance liabilities.
In addition, after 1986, Allstate continued to write some direct
commercial policies and national accounts risks. Also in 1986, the general
liability policy used by Allstate and others in the property-liability industry
for this business was amended to introduce an "absolute pollution exclusion"
(which excluded coverage for environmental damage claims) and to add an asbestos
exclusion. Most general liability policies issued prior to 1987 contained annual
aggregate limits for product liability coverage and policies issued after 1986
also have an annual aggregate limit as to all coverages. Allstate's experience
to date is that these policy form changes have effectively limited its exposure
to environmental and asbestos claim risks.
In summary, Allstate's environmental and asbestos exposures are
primarily limited to policies written in periods prior to 1986 with the
preponderance of the losses emanating from policies written in the 1970s. New
environmental and asbestos claims, however, continue to be reported. Allstate
has established reserves for the environmental and asbestos damage claims
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and for other mass tort exposures. Mass tort exposures primarily relate to
product liability claims, such as those for medical devices and other products.
However, there are significant inherent uncertainties in estimating the ultimate
cost of these claims. Further information regarding the foregoing is contained
in "Property-Liability Claims and Claims Expense Reserves" below. For
information regarding Superfund proposed legislation, see "Regulation" below.
PROPERTY-LIABILITY CLAIMS AND CLAIMS EXPENSE RESERVES
The topic of property-liability claims and claims expense reserves
applies to our entire property-liability operations, encompassing both the
personal property and casualty segment and the discontinued lines segment.
We establish property-liability loss reserves to cover our estimated
ultimate liability for losses and loss adjustment expenses with respect to
reported claims and claims incurred but not yet reported as of the end of each
accounting period. In accordance with applicable insurance laws and regulations
and generally accepted accounting principles (GAAP), no specific claim reserves
are established until a loss occurs, including a loss from a catastrophe.
Underwriting results of the two property-liability segments are significantly
influenced by estimates of property-liability claims and claims expense reserves
(see Note 7 to Consolidated Financial Statements beginning on page A-53 of the
Proxy Statement incorporated herein by reference). These reserves are an
accumulation of the estimated amounts necessary to settle all outstanding
claims, including claims that are incurred but not reported as of the reporting
date. These reserve estimates are based on known facts and circumstances,
internal factors including Allstate's experience with similar cases, historical
trends involving claim payment patterns, loss payments, pending levels of unpaid
claims and product mix. In addition, the reserve estimates are also influenced
by external factors including court decisions, economic conditions and public
attitudes. The effects of inflation are implicitly considered in the reserving
process.
The establishment of appropriate reserves, including reserves for
catastrophes, is an inherently uncertain process, and the ultimate cost of a
loss may vary materially from the recorded amounts. We regularly update our
reserve estimates as new facts become known and further events occur that may
impact the resolution of unsettled claims. We reflect changes in prior year
reserve estimates, which may be material, in the results of operations in the
period in which changes are determined to be needed.
Establishing net loss reserves for environmental, asbestos and other
mass tort claims is subject to uncertainties that are greater than those
presented by other types of claims. Among the complications are lack of
historical data, long reporting delays, uncertainty as to the number and
identity of insureds with potential exposure, unresolved legal issues regarding
policy coverage, availability and collectibility of reinsurance and the extent
and timing of any such contractual liability. The legal issues concerning the
interpretation of various insurance policy provisions and whether these losses
are, or were ever intended to be covered, are complex. Courts have reached
different and sometimes inconsistent conclusions as to when losses are deemed to
have
12
occurred and which policies provide coverage; what types of losses are covered;
whether there is an insured obligation to defend; how policy limits are
determined; how policy exclusions are applied and interpreted; and whether
clean-up costs represent insured property damage. We believe that these issues
are not likely to be resolved in the near future. See Note 7 to Consolidated
Financial Statements beginning on page A-53 of the Proxy Statement, incorporated
herein by reference.
The following tables are summary reconciliations of the beginning and
ending property-liability insurance claims and claims expense reserves,
displayed individually for each of the last three years. The first table
presents reserves on a gross (before reinsurance) basis. The end of year gross
reserve balances are reflected in the Consolidated Statements of Financial
Position on page A-35 of the Proxy Statement, incorporated herein by reference.
The second table presents reserves on a net (after reinsurance) basis. The total
net property-liability insurance claims and claims expense amounts are reflected
in the Consolidated Statements of Operations on page A-33 of the Proxy
Statement, incorporated herein by reference.
GROSS
($ IN MILLIONS)
YEAR ENDED DECEMBER 31,
------------------------------------
1999 1998 1997
--------- --------- ---------
GROSS RESERVE FOR PROPERTY-LIABILITY CLAIMS AND CLAIMS EXPENSE,
BEGINNING OF YEAR $ 16,881 $ 17,403 $ 17,382
ACQUISITIONS 1,047 96 0
--------- --------- ---------
TOTAL GROSS RESERVE ADJUSTED 17,928 17,499 17,382
INCURRED CLAIMS AND CLAIMS EXPENSE
PROVISION ATTRIBUTABLE TO THE CURRENT YEAR 15,389 14,614 14,268
DECREASE IN PROVISION ATTRIBUTABLE TO PRIOR YEARS (392) (695) (618)
--------- --------- ---------
TOTAL CLAIMS AND CLAIMS EXPENSE 14,997 13,919 13,650
CLAIM PAYMENTS
CLAIMS AND CLAIMS EXPENSE ATTRIBUTABLE TO CURRENT YEAR 9,324 8,909 8,300
CLAIMS AND CLAIMS EXPENSE ATTRIBUTABLE TO PRIOR YEARS 5,787 5,628 5,329
--------- --------- ---------
TOTAL PAYMENTS 15,111 14,537 13,629
--------- --------- ---------
GROSS RESERVE FOR PROPERTY-LIABILITY CLAIMS AND CLAIMS EXPENSE,
END OF YEAR AS SHOWN ON 10-K LOSS RESERVE DEVELOPMENT TABLE $ 17,814 $ 16,881 $ 17,403
========= ========= =========
13
NET
($ IN MILLIONS)
YEAR ENDED DECEMBER 31,
----------------------------------
1999 1998 1997
--------- --------- ---------
NET RESERVE FOR PROPERTY-LIABILITY CLAIMS AND CLAIMS EXPENSE,
BEGINNING OF YEAR $ 15,423 $ 15,773 $ 15,598
ACQUISITIONS 1,023 58 0
--------- --------- ---------
TOTAL NET RESERVES ADJUSTED 16,446 15,381 15,598
INCURRED CLAIMS AND CLAIMS EXPENSE
PROVISION ATTRIBUTABLE TO THE CURRENT YEAR 15,266 14,301 14,013
DECREASE IN PROVISION ATTRIBUTABLE TO PRIOR YEARS (587) (700) (677)
--------- --------- ---------
TOTAL CLAIMS AND CLAIMS EXPENSE 14,679 13,601 13,336
CLAIM PAYMENTS
CLAIMS AND CLAIMS EXPENSE ATTRIBUTABLE TO CURRENT YEAR 9,349 8,521 8,148
CLAIMS AND CLAIMS EXPENSE ATTRIBUTABLE TO PRIOR YEARS 5,615 5,488 5,013
--------- --------- ---------
TOTAL PAYMENTS 14,964 14,009 13,161
--------- --------- ---------
NET RESERVE FOR PROPERTY-LIABILITY CLAIMS AND CLAIM EXPENSE,
END OF YEAR AS SHOWN ON 10-K LOSS RESERVE DEVELOPMENT TABLE (1) $ 16,161 $ 15,423 $ 15,773
========= ========= =========
(1) RESERVES FOR CLAIMS AND CLAIMS EXPENSE ARE NET OF REINSURANCE OF $1.65
BILLION, $1.46 BILLION AND $1.63 BILLION, AT DECEMBER 31, 1999, 1998 AND
1997, RESPECTIVELY.
The year-end 1999 gross reserves of $17.81 billion for
property-liability insurance claims and claims expense, as determined under
GAAP, were $3.28 billion more than the reserve balance of $14.53 billion
recorded on the basis of statutory accounting practices for reports provided to
state regulatory authorities. The principal differences are reinsurance
recoverables from third parties totaling $1.65 billion that reduce reserves for
statutory reporting and are recorded as assets for GAAP reporting and a
liability for $853 million that represents a deposit on assumed reinsurance from
the acquisition of CNA personal lines. Additional differences are caused by the
reserves of the international subsidiaries, which are not included in the
combined United States statutory statement.
As the tables above illustrate, Allstate's net reserve for
property-liability insurance claims and claims expense at the end of 1998
developed favorably in 1999 by $587 million, compared to favorable development
of the gross reserves of $392 million. Net reserve development in 1999, 1998 and
1997 was more favorable than the gross reserve development in these years. This
relationship was due to the fact that Allstate's principal property-liability
lines, such as private passenger auto and homeowners, were not significantly
affected by reinsurance, whereas the discontinued lines and coverages segment
involved a higher level of ceded reinsurance protection. The more favorable
development in the net reserves was due to higher anticipated reinsurance
cessions on increased reserve reestimates for the discontinued lines and
coverages segment. For further discussion of Allstate's reinsurance programs,
see "Property-Liability reinsurance ceded" beginning on page A-14 of the Proxy
Statement, incorporated herein by reference.
14
The loss reserve development table below illustrates the change over
time of the net reserves established for property-liability insurance claims and
claims expense at the end of various calendar years. The first section shows the
reserves as originally reported at the end of the stated year. The second
section, reading down, shows the cumulative amounts paid as of the end of
successive years with respect to that reserve liability. The third section,
reading down, shows retroactive reestimates of the original recorded reserve as
of the end of each successive year which is the result of Allstate's expanded
awareness of additional facts and circumstances that pertain to the unsettled
claims. The last section compares the latest reestimated reserve to the reserve
originally established, and indicates whether or not the original reserve was
adequate or inadequate to cover the estimated costs of unsettled claims. The
table also presents the gross reestimated liability as of the end of the latest
reestimation period, with separate disclosure of the related reestimated
reinsurance recoverable. This presentation appears for all periods in which the
income recognition provisions of Statement of Financial Accounting Standards No.
113 have been applied. The loss reserve development table is cumulative and,
therefore, ending balances should not be added since the amount at the end of
each calendar year includes activity for both the current and prior years.
15
Loss Reserve Development
($ in millions)
December 31, (1)
----------------------------------------------------------------------------------------------------
1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999
---- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----
Gross Reserves for
Unpaid Claims and
Claims Expense $10,962 $12,117 $13,136 $14,902 $15,209 $16,414 $17,326 $17,382 $17,403 $16,881 $17,814
Deduct: Reinsurance
Recoverable 1,066 1,028 1,066 1,419 1,338 1,298 1,490 1,784 1,630 1,458 1,653
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ -----
Reserve For Unpaid
Claims and Claims Expense $9,896 $11,089 $12,070 $13,483 $13,871 $15,116 $15,836 $15,598 $15,773 $15,423 $16,161
- -------------------------
Paid (cumulative) as of:
- ------------------------
One year later 4,295 4,558 4,550 4,955 4,472 4,748 5,787 5,013 5,488 5,615
Two years later 6,338 6,723 6,688 7,068 6,519 7,749 8,232 7,952 8,361
Three years later 7,584 8,010 7,935 8,283 8,273 9,247 10,083 9,773
Four years later 8,338 8,778 8,694 9,430 9,140 10,400 11,170
Five years later 8,824 9,279 9,508 9,985 9,849 11,070
Six years later 9,180 9,883 9,907 10,467 10,251
Seven years later 9,651 10,196 10,284 10,762
Eight years later 9,921 10,512 10,514
Nine years later 10,206 10,708
Ten years later 10,385
Reserve Reestimated as of:
- --------------------------
End of year 9,896 11,089 12,070 13,483 13,871 15,116 15,836 15,598 15,773 15,423 16,161
One year later 10,312 11,367 11,990 13,081 13,159 14,691 15,500 14,921 15,073 14,836
Two years later 10,617 11,576 11,909 12,745 12,890 14,295 14,917 14,450 14,548
Three years later 10,990 11,680 11,905 12,735 12,832 13,928 14,700 14,156
Four years later 11,105 11,777 12,010 12,877 12,617 13,835 14,613
Five years later 11,245 11,954 12,322 12,830 12,585 13,915
Six years later 11,447 12,378 12,395 12,895 12,730
Seven years later 11,962 12,503 12,499 13,070
Eight years later 12,091 12,612 12,686
Nine years later 12,216 12,802
Ten years later 12,417
Initial reserve in excess of
(less than) reestimated reserve:
- -------------------------------
Amount ($2,521) ($1,713) ($616) $413 $1,141 $1,201 $1,223 $1,442 $1,225 $587
Percent (25.5%) (15.4%) (5.1%) 3.1% 8.2% 7.9% 7.7% 9.2% 7.8% 3.8%
Gross Reestimated Liability-Latest $14,582 $15,643 $16,322 $16,145 $16,348 $16,489
Reestimated Recoverable-Latest 1,852 1,728 1,709 1,989 1,800 1,653
-----------------------------------------------------
Net Reestimated Liability-Latest $12,730 $13,915 $14,613 $14,156 $14,548 $14,836
Gross Cumulative Excess (Deficiency) $627 $771 $1,004 $1,237 $1,055 $392
=====================================================
(1) For 1990 through 1995, this loss reserve development table excludes ARCO
claims and claims expense, due to the unavailability of loss reserve
development information for these claims on a comparable basis. ARCO was
sold in 1996.
16
The subsequent reduction in the net reserves established since December
31, 1993 shown in the foregoing table reflects favorable severity trends that
Allstate has experienced, as more fully discussed below. The initial reserves
established at the end of 1991, and all previous years reflected in the table,
had to be increased over the time frame used in the table principally due to the
cumulative adverse reserve development on environmental, asbestos and other mass
tort claims, virtually all of which relates to 1984 and prior years.
Allstate has used complex databases developed by outside experts to
estimate its potential environmental losses. In addition, Allstate has its own
estimation techniques for environmental and asbestos losses. We have used a
combination of these resources, along with an extensive internal review of our
current claim exposures, to estimate environmental and asbestos reserves. In
addition we have analyzed our reinsurance recoverables in depth. Allstate
updates its evaluations of environmental, asbestos and other mass tort reserves
annually. While we believe that the actuarial techniques and databases described
above have assisted in our ability to estimate environmental, asbestos and other
mass tort net loss reserves, these refinements may prove to be inadequate
indicators of the extent of probable loss. See Note 7 to the Consolidated
Financial Statements beginning on page A-53 of the Proxy Statement, incorporated
herein by reference.
The following table is derived from the Loss Reserve Development table
and summarizes the effect of reserve re-estimates, net of reinsurance, on
calendar year operations for the same ten-year period ended December 31, 1999.
The total of each column details the amount of reserve re-estimates made in the
indicated calendar year and shows the accident years to which the re-estimates
are applicable. The amounts in the total accident year column on the far right
represent the cumulative reserve re-estimates for the indicated accident
year(s).
17
Effect of Net Reserve Reestimates on
Calendar Year Operations
($ in millions )
1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 TOTAL
---- ---- ---- ---- ---- ---- ---- ---- ---- ---- -----
BY ACCIDENT
YEAR
1989 & PRIOR $416 $305 $373 $115 $140 $202 $515 $129 $125 $201 $2,521
1990 (27) (164) (11) (43) (25) (91) (4) (16) (11) (392)
1991 (289) (185) (101) (72) (112) (52) (5) (3) (819)
1992 (321) (332) (115) (170) (120) (39) (12) (1,109)
1993 (376) (259) (200) (168) (97) (30) (1,130)
1994 (156) (338) (152) (61) (65) (772)
1995 60 (216) (124) (167) (447)
1996 (94) (254) (207) (555)
1997 (229) (231) (460)
1998 (62) (62)
---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ------
TOTAL $416 $278 ($80) ($402) ($712) ($425) ($336) ($677) ($700) ($587) ($3,225)
==== ==== ==== ===== ===== ===== ===== ===== ===== ===== =======
Favorable calendar year reserve development in 1992 through 1999 was
the result of favorable severity trends in each of the eight years, which more
than offset adverse development in the discontinued lines and coverages segment.
The favorable severity trend during this eight-year period was largely
due to lower than anticipated medical cost inflation for personal auto injury
claims. We believe that improvement in Allstate's claim settlement processes
contributed to favorable development since 1995. The impacts of the moderate
medical cost inflation trend have emerged over time as actual claim settlements
validated the effect of the rate of inflation. In addition, while claim
settlement process changes are believed to have contributed to favorable
severity trends on closed claims, these changes introduce a greater degree of
variability in reserve estimates for the remaining outstanding claims at
December 31, 1999. Future reserve development releases, if any, are expected to
be adversely impacted by anticipated increases in medical cost inflation rates.
See "Forward-Looking Statements and Risk Factors Affecting Allstate" in this
Form 10-K.
REINSURANCE CEDED
Information regarding reinsurance ceded is incorporated herein by
reference to the discussion of "Property-Liability reinsurance ceded" beginning
on page A-14 of the Proxy Statement. The property-liability operations referred
to in that discussion include the personal property and casualty segment and the
discontinued lines and coverages segment.
18
CAPITAL REQUIREMENTS
Information regarding Allstate's capital requirements is incorporated
herein by reference to the discussion of "Capital Resources and Liquidity"
beginning on page A-22 of the Proxy Statement. The property-liability operations
referred to in that discussion include the personal property and casualty
segment and the discontinued lines and coverages segment.
INVESTMENTS
Information regarding Allstate's investment portfolio and activities is
incorporated herein by reference to the discussion of "Market Risk" beginning on
page A-18 of the Proxy Statement and "Investments" beginning on page A-25 of the
Proxy Statement. The property-liability operations referred to in those
discussions include the personal property and casualty segment and the
discontinued lines and coverages segment.
REGULATION
Allstate is subject to extensive regulation and supervision in the
jurisdictions in which it does business. This has a substantial effect on our
business, especially our personal property and casualty business. We are subject
to regulation and supervision on a wide variety of matters including licensing
and examination, rate setting, trade practices, policy forms, the nature and
amount of our investments, claims practices, participation in shared markets and
guaranty funds, reserve adequacy, insurer solvency, transactions with
affiliates, the amount of dividends that we may pay, and underwriting standards.
Some of these matters are discussed in more detail below. For discussion of
statutory financial information, see Note 14 to Consolidated Financial
Statements beginning on page A-64 of the Proxy Statement, incorporated herein by
reference. For discussion of regulatory contingencies, see Note 12 to
Consolidated Financial Statements beginning on page A-60 of the Proxy Statement,
incorporated herein by reference.
LIMITATIONS ON DIVIDENDS BY INSURANCE SUBSIDIARIES - As a holding company with
no significant business operations of its own, the Parent relies on dividends
from Allstate Insurance Company as the principal source of cash to pay dividends
and to meet its obligations, including the payment of principal and interest on
debt. Allstate Insurance is regulated as an insurance company in Illinois. Under
Illinois law, it may not pay a dividend without notifying the Illinois
Department of Insurance and providing specified financial information.
Furthermore, Illinois law requires Allstate Insurance to notify and receive
approval from the Director of the Illinois Department of Insurance for the
declaration or payment of any dividend, which together with other dividends or
distributions made within the preceding twelve months, exceeds the greater of:
- - 10% of Allstate Insurance's statutory surplus as of December 31 of the prior
year; or
19
- - Allstate Insurance's statutory net income for the twelve-month period ending
December 31 of the prior year.
As of December 31, 1998 and 1999, Allstate Insurance's statutory net
income for the prior twelve-month period was greater than 10% of its year-end
statutory surplus. In the twelve-month period beginning January 1, 1999,
Allstate Insurance paid $2.96 billion in dividends, the maximum amount allowed
under Illinois insurance law without the prior approval of the Illinois
Department of Insurance based on 1998 statutory net income. At any point in time
during the period beginning on May 20, 2000 and continuing through December 31,
2000, Allstate Insurance will be able to pay $1.96 billion in dividends, less
the amount of dividends paid during the preceding 12 months measured at that
point in time, without the prior approval of the Illinois Department of
Insurance.
The laws of the other jurisdictions, which govern Allstate's insurance
subsidiaries generally, contain similar limitations on the payment of dividends;
however, in some jurisdictions the laws may be somewhat more restrictive.
HOLDING COMPANY REGULATION - The Parent and Allstate Insurance Company
are insurance holding companies subject to regulation throughout jurisdictions
in which their insurance subsidiaries do business. These subsidiaries are
organized under the respective insurance codes of Arizona, California, Florida,
Illinois, Nebraska, New Hampshire, New York, Pennsylvania and Texas. The
insurance codes in these states contain similar provisions (subject to certain
variations) to the effect that the acquisition or change of "control" of a
domestic insurer or of any person that controls a domestic insurer cannot be
consummated without the prior approval of the relevant insurance regulator. In
general, a presumption of "control" arises from the ownership, control,
possession with the power to vote or possession of proxies with respect to 10%
or more of the voting securities of a domestic insurer or of a person that
controls a domestic insurer. In Florida, regulatory approval must be obtained
prior to the acquisition of 5% or more of the voting securities of a domestic
stock insurer or of a controlling company. In addition, certain state insurance
laws contain provisions that require pre-acquisition notification to state
agencies of a change in control with respect to a non-domestic insurance company
licensed to do business in that state. While such pre-acquisition notification
statutes do not authorize the state agency to disapprove the change of control,
such statutes do authorize certain remedies, including the issuance of a cease
and desist order with respect to the non-domestic insurer if certain conditions
exist, such as undue market concentration. Thus, any transaction involving the
acquisition of 10% (5% in Florida) or more of the Parent's common stock would
generally require prior approval by the state insurance departments in Arizona,
California, Florida, Illinois, Nebraska, New Hampshire, New York, Pennsylvania
and Texas and would require the pre-acquisition notification in those other
states that have adopted pre-acquisition notification provisions and where the
insurance subsidiaries are admitted to transact business. Such approval
requirements may deter, delay or prevent certain transactions affecting the
ownership of the Parent's common stock.
20
RATE REGULATION - Most states have insurance laws requiring personal
property and casualty insurers to file rate schedules, policy or coverage forms,
and other information with the state's regulatory authority. In many cases, such
rates and/or policy forms must be approved prior to use. While they vary from
state to state, the objectives of the rating laws are generally the same: a rate
must be adequate, not excessive, and not unfairly discriminatory.
Personal property and casualty insurers are generally unable to effect
rate increases with respect to a coverage until sometime after the costs
associated with such coverage have increased. The speed at which an insurer can
change rates in response to competition or to increasing costs depends, in part,
on whether the rating laws are administered as (i) prior approval, (ii)
file-and-use, or (iii) use-and-file laws. In states having prior approval laws,
the regulator must approve a rate before the insurer may use it. In states
having file-and-use laws, the insurer does not have to wait for the regulator's
approval to use a rate, but the rate must be filed with the regulatory authority
prior to being used. A use-and-file law requires an insurer to file rates within
a certain period of time after the insurer begins using the rates. Approximately
one half of the states, including California and New York, have prior approval
laws. States such as Florida, Illinois and Michigan have both use-and-file and
file-and-use laws or regulations, depending upon the line of coverage. Under all
three types of rating systems, the regulator has the authority to disapprove the
rate subsequent to its filing.
State regulators have broad discretion in judging whether an insurer's
rates are adequate, not excessive and not unfairly discriminatory. An insurer's
ability to adjust its rates in response to competition or to increasing costs is
often dependent on an insurer's ability to demonstrate to the regulator that its
rates or proposed rates meet the objectives of the rating laws. In those states
that significantly restrict an insurer's discretion in selecting the business
that it wants to underwrite, an insurer can manage its risk of loss by charging
a price that matches the cost of providing the insurance. In those states that
significantly restrict an insurer's ability to charge a price that matches the
cost of providing the insurance, the insurer can manage its risk of loss by
being more selective in the type of business it underwrites. When a state
significantly restricts both underwriting and pricing, it becomes more difficult
for an insurer to maintain its profitability.
Changes in Allstate's claim settlement process, which we believe have
contributed to favorable severity trends on closed bodily injury claims since
1995 and to a slowing of loss payments and an increase in the number of
outstanding claims, may require Allstate to actuarially adjust loss information
used in its rate application process.
From time to time, the private passenger auto insurance industry has
come under pressure from state regulators, legislators and special interest
groups to reduce, freeze or set rates at levels that do not, in our view,
correspond with underlying costs. Some of this activity can result in
legislation and/or regulations that adversely affect the profitability of
Allstate's personal property and casualty segment. Adverse legislative and
regulatory activity constraining our ability to adequately price insurance
coverage may occur in the future. We have experienced similar
21
pressure regarding rates for homeowners insurance, particularly as regulators in
catastrophe prone states struggle to identify an acceptable methodology to price
for catastrophe exposure. We cannot predict the impact on our results of
operations, liquidity or financial position of possible future legislative and
regulatory measures regarding rates.
SHARED MARKETS - As a condition of its license to do business in
various states, Allstate is required to participate in mandatory shared market
mechanisms or pooling arrangements, which provide various insurance coverages to
individuals or other entities that otherwise are unable to purchase such
coverage voluntarily provided by private insurers. Underwriting results related
to these organizations have been immaterial to the results of operations.
GUARANTY FUNDS - Under state insurance guaranty fund laws, insurers
doing business in a state can be assessed, up to prescribed limits, for certain
obligations of insolvent insurance companies to policyholders and claimants.
Allstate's expenses related to these funds have been immaterial. See "Pending
Accounting Standards" on page A-29 of the Proxy Statement, incorporated herein
by reference.
INVESTMENT REGULATION - We are subject to state laws and regulations
that require diversification of our investment portfolio and that limit the
amount of our investments in certain categories. Failure to comply with these
laws and regulations would cause non-conforming investments to be treated as
non-admitted assets for purposes of measuring statutory surplus and, in some
instances, would require divestiture. As of December 31, 1999, Allstate's
investment portfolio complied with such laws and regulations in all material
respects.
REGULATION AND LEGISLATION AFFECTING CONSOLIDATION IN THE FINANCIAL
SERVICES INDUSTRY - A number of enacted and pending legislative measures may
lead to increased consolidation and increased competition in the financial
services industry. At the federal level, these measures include the recently
enacted Gramm-Leach-Bliley Act of 1999, which eliminates many federal and state
law barriers to affiliations among banks, securities firms, insurers and other
financial service providers. Under the Gramm-Leach-Bliley Act, the Parent is a
grandfathered unitary thrift holding company and consequently may engage in
activities that are not financial in nature. 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) at least 51% by their
policyholders and potentially up to 49% 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). These measures may also increase
competition for capital among financial service providers.
OTHER REGULATORY INITIATIVES AND PROPOSED LEGISLATION - In recent years
the state insurance regulatory framework has come under increased federal
scrutiny and certain state legislatures have considered or enacted laws that
alter and, in many cases, increase state authority
22
to regulate insurance companies and insurance holding company systems. Further,
the NAIC and state insurance regulators are re-examining existing laws and
regulations, specifically focusing on issues relating to the solvency of
insurance companies, interpretations of existing laws and the development of new
laws. We cannot predict whether any state or federal legislation will be enacted
to change the nature or scope of regulation of the insurance industry, or what
effect any such legislation would have on Allstate.
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.
Environmental pollution clean-up of polluted waste sites is the subject
of both federal and state regulation. The Comprehensive Environmental Response
Compensation and Liability Act of 1980 ("Superfund") and comparable state
statutes ("mini-Superfund") govern the clean-up and restoration of waste sites
by "Potentially Responsible Parties" ("PRP's"). Superfund and the
mini-Superfunds (Environmental Clean-up Laws or "ECLs") establish a mechanism to
pay for clean-up of waste sites if PRP's fail to do so, and to assign liability
to PRP's. The extent of liability to be allocated to a PRP is dependent on a
variety of factors. By some estimates, there are thousands of potential waste
sites subject to clean-up, but the exact number is unknown. To date, fewer than
half of the designated Superfund sites have been cleaned up. The extent of
clean-up necessary and the process of assigning liability remains in dispute.
The insurance industry is involved in extensive litigation regarding coverage
issues arising out of the clean-up of waste sites by insured PRPs and insured
parties' alleged liability to third parties responsible for the clean-up. The
insurance industry, including Allstate, is disputing many such claims. Key
coverage issues include whether Superfund response, investigation and clean-up
costs are considered damages under the policies, trigger of coverage,
applicability of several types of pollution exclusions, proper notice of claims,
whether administrative liability triggers the duty to defend, appropriate
allocation of liability among triggered insurers, and whether the liability in
question falls within the definition of an "occurrence." Identical coverage
issues exist for clean-up and waste sites not covered under Superfund. To date,
courts have been inconsistent in their rulings on these issues. Allstate's
exposure to liability with regard to its insureds, which have been, or may be,
named as PRPs is uncertain. See the discussion of Allstate's discontinued lines
and coverages segment in "Other Business Segments", above.
Superfund reform proposals have been introduced in Congress, but none
has been enacted at the date of this filing. Allstate will support Superfund
reform which minimizes litigation and other transaction costs; hastens the
clean-up of waste sites without imposing new or additional taxes; addresses the
elimination of strict, retroactive, and joint and several liability; allows for
the selection of cost-effective, efficient and practical remedial measures;
eliminates retroactive natural resource damage awards; and encourages local
input into the clean-up process. At this time, there can be no assurance that
any Superfund reform legislation will be enacted or that any
23
such legislation will provide for a fair, effective and cost-efficient system
for settlement of Superfund related claims.
YEAR 2000
Information regarding Allstate's Year 2000 issues and consequences is
incorporated herein by reference to the discussion of "Year 2000" on page A-27
of the Proxy Statement.
OTHER INFORMATION ABOUT ALLSTATE
As of December 31, 1999, Allstate had approximately 52,000 employees.
Allstate's four business segments use shared services provided by
Allstate Insurance Company and other subsidiaries, including human resources,
investment, finance, information technology and legal services.
Although the insurance business generally is not seasonal, claims and
claims expense for the personal property and casualty segment tend to be higher
for periods of severe or inclement weather.
The names "Allstate" and "Allstate Life," the slant "A" Allstate logo,
the slogan "You're in Good Hands With Allstate" and the graphic "Good Hands"
design logos which feature cupped hands or cupped hands holding an automobile
and a house, and the "Northbrook" logo design are used extensively in Allstate's
businesses. Allstate's rights in the United States to the names "Allstate" and
"Allstate Life", the Allstate and Northbrook logos, the "Good Hands" slogan and
the "Good Hands" symbols continue so long as Allstate continues to exercise
those rights. These service marks are the subject of many renewable United
States and foreign service mark registrations. Allstate believes that these
service marks are material to its business. American Heritage Life Insurance
Company uses its registered service mark "The Workplace Marketer" extensively in
its business and will maintain its rights to that service mark by continued use.
FORWARD-LOOKING STATEMENTS AND
RISK FACTORS AFFECTING ALLSTATE
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" and other
words with similar meanings. These statements may address, among other things,
our strategy for growth, product development, regulatory approvals, market
24
position, expenses, financial results and reserves. Forward-looking statements
are based on management's current expectations of future events. We cannot
guarantee that any forward-looking statement will be accurate. However, we
believe 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 our forward-looking
statements prove inaccurate or if risks or uncertainties arise, actual results
could differ materially from those predicted in our forward-looking statements.
In addition to the normal risks of business, Allstate is subject to significant
risk factors, including those listed below which apply to it as an insurance
business.
- The implementation of our multi-access distribution model involves
risks and uncertainties that could have a material adverse effect
on our results of operations, liquidity or financial position.
More specifically, the following factors could affect our ability
to successfully implement various aspects of our new multi-access
distribution model:
--The success of our proposed direct response call centers may be
adversely affected by the limited pool of individuals suited and
trained to do such work in any geographic area, particularly in
light of the current low unemployment rate. The absence of
seasoned staff could be a factor impeding the training of staff
and the roll-out of the call centers because they represent a new
initiative by Allstate involving virtually all new hires.
--The reorganization of our multiple employee agency programs into
Allstate's single exclusive agency independent contractor program
may have a temporary negative impact on written premium. As the
reorganization proceeds, many agents will be deciding whether to
convert to independent contractor status and remain with Allstate;
to convert to independent contractor status and sell their
economic interest in their book of businesses to an
Allstate-approved buyer; or to retire or otherwise voluntarily
separate from Allstate. The distractions of this decision making
process and the possible departure of some agents may lead to
decreased sales. In addition, possible litigation regarding the
reorganization could diminish the gains in efficiency and
cost-effectiveness that we expect to realize from the transition
to one program.
--The reorganization of our multiple employee agency programs into
Allstate's single exclusive agency independent contractor program,
as well as our plans to sell and service our products through
direct response call centers and the Internet, are dependent upon
our ability to adapt current computer systems and to develop and
implement new systems.
- There is inherent uncertainty in the process of establishing
property-liability loss
25
reserves, particularly reserves for the cost of environmental,
asbestos and other mass tort claims. This uncertainty arises from
a number of factors, including ongoing interpretation of insurance
policy provisions by courts, inconsistent decisions in lawsuits
regarding coverage, and expanded theories of liability. In
addition, on-going changes in claims settlement practices can lead
to changes in loss payment patterns. Moreover, while we believe
that improved actuarial techniques and databases have assisted us
in estimating environmental, asbestos and other mass tort net loss
reserve, these refinements may subsequently prove to be inadequate
indicators of the extent of probable loss. Consequently, ultimate
losses could materially exceed established loss reserves and have
a material adverse effect on our results of operations, liquidity
or financial position.
- We have experienced, and we continue to expect to experience,
catastrophe losses. While we believe that our catastrophe
management initiatives (described in "PP&C catastrophe losses and
catastrophe management" beginning on page A-8 of the Proxy
Statement) have reduced the magnitude of possible future losses,
Allstate continues to be exposed to catastrophes that could have a
material adverse impact on our results of operations, liquidity or
financial position. Catastrophic events in the future may indicate
that the techniques and data that we use to predict the
probability of catastrophes and the extent of the resulting losses
are inaccurate.
- Changes in market interest rates can have adverse effects on
Allstate's investment portfolio, investment income and product
sales. Increases in market interest rates have an adverse impact
on the value of the investment portfolio by decreasing capital
gains. In addition, increases in market interest rates as compared
to rates offered on some of the life and savings segment's
products make those products less attractive and therefore
decrease sales. Declining market interest rates have an adverse
impact on our investment income as we invest positive cash flows
from operations and as we reinvest proceeds from maturing and
called investments in new investments yielding less than the
portfolio's average rate. Despite recent increases, current market
interest rates are lower than the Allstate portfolio's average
rate.
- In order to meet the anticipated cash flow requirements of our
obligations to policyholders, from time to time we adjust the
effective duration of the assets and liabilities of the life and
savings segment's investment portfolio. Those adjustments may have
an impact on the value of the investment portfolio and on
investment income.
- The insurance business is subject to extensive
regulation--particularly at the state level. Many of these
restrictions affect our ability to operate and grow our businesses
in a profitable manner. In particular, the personal property and
casualty segment's implementation of a tiered-based pricing model
for its private passenger auto business is subject to state
regulation of auto insurance rates.
26
- Recently, the competitive pricing environment for private
passenger auto insurance has put pressure on the personal property
and casualty segment's premium growth and profit margins. We
believe that this pressure is abating and that industry
participants may begin to raise auto insurance rates in 2000.
However, because Allstate's personal property and casualty
segment's loss ratio compares favorably to the industry, state
regulatory authorities may resist our efforts to raise rates or to
maintain them at current levels.
- The Parent is a holding company with no significant business
operations of its own. Consequently, to a large extent, its
ability to pay dividends and meet its debt payment obligations is
dependent on dividends from its subsidiaries, primarily Allstate
Insurance Company.
- State insurance regulatory authorities require insurance companies
to maintain specified levels of statutory capital and surplus. In
addition, competitive pressures require Allstate's subsidiaries to
maintain financial strength or claims-paying ability ratings.
These restrictions affect the Parent's ability to pay dividends to
stockholders and use its capital in other ways.
- 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
segregation by the industry generally of reinsurance exposure into
separate legal entities.
- The life and savings segment distributes some of its products
under agreements with other financial services entities.
Termination of such agreements due to changes in control of these
non-affiliated entities could have a detrimental effect on the
segment's sales. This risk may be increased due to the recent
enactment of the Gramm-Leach-Bliley Act of 1999, which eliminates
many federal and state law barriers to affiliations among banks,
securities firms, insurers and other financial service providers.
- In November 1999, we announced a program to reduce expenses by
approximately $600 million, to be fully realized beginning in
2001. These expense reductions are dependent on the elimination of
certain employee positions, the consolidation of our operations
and facilities, and the reorganization of our multiple employee
agency programs into Allstate's single exclusive agency
independent contractor program. The savings are to be invested in
technology, competitive pricing, enhanced marketing and
advertising.
- The Parent maintains a $1.50 billion, five-year revolving line of
credit and a $50 million one-year revolving line of credit as
potential sources of funds to meet short-
27
term liquidity requirements. In order to borrow on the five-year
line of credit, Allstate Insurance Company is required to maintain
a specified statutory surplus level and the Allstate debt to
equity ratio (as defined in the credit agreement) must not exceed
a designated level. The ability of the Parent and Allstate
Insurance to meet the requirements is dependent upon their
financial condition. If Allstate Insurance were to sustain
significant losses from catastrophes, its and the Parent's ability
to borrow on the lines of credit could be diminished or eliminated
during a period when they might be most in need of capital
resources and liquidity.
- Changes in the severity of claims have an impact on the
profitability of our business. Changes in injury claim severity
are driven primarily by inflation in the medical sector of the
economy. Changes in auto physical damage claim severity are driven
primarily by inflation in auto repair costs and used car prices.
- For our non-standard auto insurance business, we are implementing
programs to address the emergence of adverse profitability trends.
These programs include additional down-payment requirements, new
underwriting guidelines and new rating plans. We expect these
programs to have a temporary adverse impact on written premium
growth; however, they should improve profitability over time.
- A number of enacted and pending legislative measures may lead to
increased consolidation and increased competition in the financial
services industry. At the federal level, these measures include
the recently enacted Gramm-Leach-Bliley Act of 1999, which
eliminates many federal and state law barriers to affiliations
among banks, securities firms, insurers and other financial
service providers. 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) at least 51% by their
policyholders and potentially up to 49% 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). These measures may also increase competition
for capital among financial service providers.
- 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.
- Due to legislative and regulatory reform of the auto insurance
system in New Jersey that included regulated rate reductions and
coverage changes effective for new policies written and renewals
processed on and after March 22, 1999, Allstate New
28
Jersey Insurance Company, an Allstate subsidiary, experienced
decreased average premiums in 1999. We expect that these reforms
will also lead to improved loss experience in the future. However,
it is possible that losses may increase or that any decrease in
losses will not be commensurate with the reductions in premiums.
- The adoption of Statement of Financial Accounting Standard No.
133, "Accounting for Derivative Instruments and Hedging
Activities," is not expected to be material to Allstate's results
of operations. However, the impact is dependent upon market
conditions and our investment portfolio existing at the date of
adoption, which for Allstate will be January 1, 2001.
- Additional risk factors regarding market risk are incorporated
herein by reference to the discussion of "Market Risk" beginning
on page A-18 of the Proxy Statement.
29
EXECUTIVE OFFICERS
The following table sets forth the names of our executive officers,
their current ages, their positions, and the dates of their first election as
officers. "AIC" refers to Allstate Insurance Company. "ALIC" refers to Allstate
Life Insurance Company.
First Date
Name Age Position and Offices Held Elected Officer
- ---- --- ------------------------- ---------------
Edward M. Liddy.........54 Chairman, President and Chief Executive 1994
Officer of Parent and AIC. Also a
director of The Allstate Corporation
Robert S. Apatoff.......41 Senior Vice President and Chief 1999
Marketing Officer of AIC
John L. Carl............52 Vice President and Chief Financial 1999
Officer of Parent; Senior Vice
President and Chief Financial Officer
of AIC
Richard I. Cohen........55 Senior Vice President of AIC 1989
(President, Property and Casualty)
Joan M. Crockett........49 Senior Vice President
of AIC (Human Resources) 1994
Edward J. Dixon.........56 Senior Vice President of AIC 1988
(PP&C Field Operations)
Steven L. Groot.........50 Senior Vice President of AIC 1988
(President, International)
Michael J. McCabe.......54 Vice President and General Counsel of 1980
Parent; Senior Vice President
and General Counsel of AIC
Ronald D. McNeil........47 Senior Vice President of AIC 1994
(Property Operations)
Robert W. Pike..........58 Vice President and Secretary 1978
of Parent; Executive Vice President,
and Secretary of AIC
Samuel H. Pilch ........53 Controller of Parent; Group 1995
Vice President and Controller
of AIC
Francis W. Pollard......57 Senior Vice President and 1984
Chief Information Officer
of AIC
Casey J. Sylla..........56 Senior Vice President and Chief 1995
Investment Officer of AIC
Rita P. Wilson..........53 Senior Vice President of AIC 1988
(President, Allstate Indemnity)
Thomas J. Wilson........42 President, ALIC 1995
30
No family relationships exist among the above-named individuals.
Each of the officers named above may be removed from office at any
time, with or without cause, by the board of directors of the relevant company.
With the exception of Ms. Wilson and Messrs. Apatoff, Carl, Pilch,
Sylla and Wilson, the above officers have held the positions set forth in the
above tabulation for at least the last five years or have served Allstate in
various executive or administrative capacities for at least five years. Prior to
her election in May 1996 to the position stated above, Ms. Wilson had served as
Senior Vice President-Corporate Communication for Ameritech Corporation since
November 1994 and, from September 1990 until November 1994, she was a Senior
Vice President of AIC. Prior to his election in November 1999 to the position
stated above, Mr. Apatoff served as Corporate Vice President, Marketing for
Aetna Inc. Prior to his election in April 1999 to the position stated above, Mr.
Carl served as Executive Vice President and Chief Financial Officer of Amoco
Corporation. Before his election in January 1999 to the position stated above,
Mr. Pilch served as Controller of the Parent and AIC since 1995 and, prior to
that, as Vice President of The Travelers Corporation since 1989. Before coming
to Allstate, Mr. Sylla served as a Senior Vice President for Northwestern Mutual
Life Insurance Company from 1992 to 1995. Prior to his election in January 1999
to the position stated above, Mr. Wilson served as the Parent's and AIC's Chief
Financial Officer since July 1995 and prior to that as Sears' Vice President,
Strategy and Analysis since 1993.
ITEM 2. PROPERTIES
Our home office complex is located in Northbrook, Illinois. The complex
consists of three buildings totaling approximately two million square feet of
office space on a 185-acre site. The Northbrook complex serves as the
headquarters for both the personal property and casualty segment and the life
and savings segment.
We also operate from approximately 1,700 administrative, data
processing, claims handling and other support facilities in North America,
Europe and the Far East. Approximately 5,600,000 square feet are owned and
8,600,000 are leased. Our approximately 12,000 sales facilities are normally
leased directly by our agents. Only major facilities are owned and these are in
the United States and Canada. In almost all cases, lease terms are for five
years or less.
We believe that our properties and facilities are adequate and suited
to our current operations.
ITEM 3. LEGAL PROCEEDINGS
Incorporated herein by reference to the "Regulation and Legal
Proceedings" discussion beginning on page A-27 of the Proxy Statement.
31
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
Part II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
There were 751,791,781 record holders of the Parent's common stock as
of March 20, 2000. The principal market for the Parent's common stock is the New
York Stock Exchange. The Parent's common stock is also listed on the Chicago
Stock Exchange. Set forth below are the high and low prices of, and cash
dividends declared for, the Parent's common stock during 1999 and 1998. Stock
prices and dividends have been adjusted to reflect the 2-for-1 split of the
Parent's common stock in July 1998:
DIVIDENDS
HIGH LOW CLOSE DECLARED
1999
First quarter 41 34 3/4 37 1/16 .150
Second quarter 40 3/4 34 13/16 35 7/8 .150
Third quarter 37 15/16 24 13/16 24 15/16 .150
Fourth quarter 30 9/16 22 7/8 24 1/16 .150
---------------------------------------------------------------------------------
1998
First quarter 49 3/16 40 15/16 45 31/32 .135
Second quarter 50 1/8 44 1/8 45 25/32 .135
Third quarter 52 3/8 36 1/16 41 1/2 .135
Fourth quarter 48 3/8 37 38 1/2 .135
---------------------------------------------------------------------------------
Stock price ranges are from the New York Stock Exchange Composite
Listing.
The discussion of "Limitations on Dividends By Insurance Subsidiaries"
on page 19 of this Form 10-K is incorporated by reference in this Item 5.
ITEM 6. SELECTED FINANCIAL DATA
Incorporated herein by reference to "11-Year Summary of Selected
Financial Data" beginning on page A-2 of the Proxy Statement.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Incorporated herein by reference to the "Management's Discussion and
Analysis of Financial Condition and Results of Operations" beginning on page A-4
of the Proxy Statement.
32
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Incorporated herein by reference to the "Market Risk" discussion
beginning on page A-18 of the Proxy Statement.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements of the Parent, including the
notes to such statements, beginning on page A-33 of the Proxy Statement and the
information under "Quarterly Results" on page A-72 of the Proxy Statement are
incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None.
Part III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Certain information regarding directors of the Parent is incorporated
herein by reference to the descriptions under "Election of Directors" and
"Section 16(a) Beneficial Ownership Reporting Compliance" in the Proxy
Statement.
Information regarding executive officers of the Parent is incorporated
herein by reference to Item 1 of this Report under the caption "Executive
Officers" in Part I hereof.
ITEM 11. EXECUTIVE COMPENSATION
Information regarding executive compensation is incorporated herein by
reference to the material under the caption "Non-Employee Directors'
Compensation and Benefits" on page 7 of the Proxy Statement and under the
caption "Executive Compensation" on pages 13-19 of the Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
Information regarding security ownership of certain beneficial owners
and management is incorporated herein by reference to the material under the
headings "Security Ownership of Directors and Executive Officers" and "Security
Ownership of Certain Beneficial Owners" on pages 8-9 of the Proxy Statement.
33
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information regarding certain relationships and related transactions is
incorporated herein by reference to the material under the heading "Certain
Transactions" on page 21 of the Proxy Statement.
Part IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K
(a) 1 and 2 An "Index to Financial Statements and Financial Statement
Schedules" has been filed as a part of this Form 10-K beginning on page S-1
hereof.
(a) 3 Exhibits:
An "Exhibit Index" has been filed as a part of this Form 10-K beginning
on page E-1 hereof and is incorporated herein by reference.
(b) Reports on Form 8-K:
Current Report on Form 8-K filed October 12, 1999 (Items 5 and 7)
Current Report on Form 8-K filed October 26, 1999 (Items 5 and 7)
Current Report on Form 8-K filed November 2, 1999 (Items 5 and 7)
Current Report on Form 8-K filed November 12, 1999 (Items 5 and 7)
Current Report on Form 8-K filed November 23, 1999 (Items 5 and 7)
34
SIGNATURES
Pursuant to the Requirements of Section 13 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.
THE ALLSTATE CORPORATION
(Registrant)
/S/SAMUEL H. PILCH
-------------------------------
By: Samuel H. Pilch
Controller
(Principal Accounting Officer)
March 24, 2000
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the Registrant and in the capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/S/ EDWARD M. LIDDY Chairman, President and
- --------------------- Chief Executive Officer )
Edward M. Liddy and a Director
(Principal Executive
Officer) March 24, 2000
/S/JOHN L. CARL Vice President and Chief
- --------------------- Financial Officer
John L. Carl (Principal Financial Officer) March 24, 2000
35
/S/ F. DUANE ACKERMAN Director March 24, 2000
- ---------------------
F. Duane Ackerman
/S/ JAMES G. ANDRESS Director March 24, 2000
- ---------------------
James G. Andress
/S/WARREN L. BATTS Director March 24, 2000
- ---------------------
Warren L. Batts
/S/EDWARD A. BRENNAN Director March 24, 2000
- ---------------------
Edward A. Brennan
/S/ JAMES M. DENNY Director March 24, 2000
- ---------------------
James M. Denny
/S/ W. JAMES FARRELL Director March 24, 2000
- ---------------------
W. James Farrell
/S/RONALD T. LEMAY Director March 24, 2000
- ---------------------
Ronald T. LeMay
/S/MICHAEL A. MILES Director March 24, 2000
- ---------------------
Michael A. Miles
/S/H. JOHN RILEY, JR. Director March 24, 2000
- ---------------------
H. John Riley, Jr.
/S/JOSHUA I. SMITH Director March 24, 2000
- ---------------------
Joshua I. Smith
/S/JUDITH A. SPRIESER Director March 24, 2000
- ---------------------
Judith A. Sprieser
36
THE ALLSTATE CORPORATION AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
YEAR ENDED DECEMBER 31, 1999
The following consolidated financial statements, notes thereto and related
information of The Allstate Corporation are incorporated herein by reference to
the Parent's Proxy Statement.
Page*
-----
Consolidated Statements of Operations ** A-33
Consolidated Statements of Comprehensive Income ** A-34
Consolidated Statements of Financial Position ** A-35
Consolidated Statements of Shareholders' Equity ** A-36
Consolidated Statements of Cash Flows ** A-37
Notes to the Consolidated Financial Statements** A-38
Quarterly Results ** A-72
The following additional financial statement schedules and independent auditors'
report and consent are furnished herewith pursuant to the requirements of Form
10-K.
The Allstate Corporation Page
- ------------------------ ----
Schedules required to be filed under the provisions of Regulation S-X Article 7:
Schedule I Summary of Investments - Other than Investments in Related Parties S-2
Schedule II Condensed Financial Information of The Allstate Corporation (Registrant) S-3
Schedule III Supplementary Insurance Information S-7
Schedule IV Reinsurance S-8
Schedule V Valuation Allowances and Qualifying Accounts S-9
Schedule VI Supplementary Information Concerning Consolidated Property-Casualty S-10
Insurance Operations
Independent Auditors' Report S-11
Independent Auditors' Consent S-12
All other schedules are omitted because they are not applicable, or not
required, or because the required information is included in the Consolidated
Financial Statements or in notes thereto.
* Refers to page number in the Parent's Proxy Statement.
** Incorporated by reference in Item 8 herein.
S-1
THE ALLSTATE CORPORATION AND SUBSIDIARIES
SCHEDULE I - SUMMARY OF INVESTMENTS
OTHER THAN INVESTMENTS IN RELATED PARTIES
DECEMBER 31, 1999
($ IN MILLIONS)
FAIR CARRYING
COST VALUE VALUE
------- ------- --------
TYPE OF INVESTMENT
Fixed Income Securities, Available for Sale:
Bonds:
United States government, government
agencies and authorities.................................... $ 3,075 $ 3,273 $ 3,273
States, municipalities and political subdivisions............ 19,071 18,972 18,972
Foreign governments.......................................... 741 732 732
Public utilities............................................. 2,015 2,058 2,058
Convertibles and bonds with warrants attached................ 668 813 813
All other corporate bonds.................................... 17,546 17,359 17,359
Mortgage-backed securities...................................... 7,974 7,886 7,886
Asset-backed securities......................................... 3,941 3,895 3,895
Redeemable preferred stocks..................................... 262 298 298
------- ------- -------
Total fixed income securities $55,293 $55,286 $55,286
------- ------- -------
Equity Securities:
Common Stocks:
Public utilities............................................ 95 135 135
Banks, trusts and insurance companies....................... 395 509 509
Industrial, miscellaneous and all other..................... 3,756 5,757 5,757
Nonredeemable preferred stocks.................................. 319 337 337
------- ------- -------
Total equity securities..................................... 4,565 $6,738 6,738
------- ======= -------
Mortgage loans on real estate........................................ 4,068 4,068
Real estate ......................................................... 23 23
Policy loans......................................................... 1,090 1,090
Other long-term investments.......................................... 18 18
Short-term investments............................................... 2,422 2,422
------- -------
Total Investments.......................................... $67,479 $69,645
======= =======
S-2
THE ALLSTATE CORPORATION AND SUBSIDIARIES
SCHEDULE II
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
STATEMENTS OF OPERATIONS
($ IN MILLIONS) YEAR ENDED
DECEMBER 31,
------------------------------------
1999 1998 1997
------- ------- -------
REVENUES
Investment income, less investment expense............................. $ 47 $ 52 $ 30
Realized capital gains and losses...................................... (6) 32 5
Other income........................................................... 72 149 208
------- ------- -------
113 233 243
EXPENSES
Interest expense....................................................... 210 192 158
Other operating expenses............................................... 22 10 6
------- ------- -------
232 202 164
------- ------- -------
Gain on disposition of operations......................................... - 49 -
------- ------- -------
Income (loss) from operations before income tax benefit and equity
in net income of subsidiaries.......................................... (119) 80 79
Income tax benefit........................................................ (68) (24) (42)
------- ------- -------
Income (loss) before equity in net income of subsidiaries................. (51) 104 121
Equity in net income of subsidiaries...................................... 2,771 3,190 2,984
------- ------- -------
Net income............................................................. 2,720 3,294 3,105
------- ------- -------
OTHER COMPREHENSIVE INCOME, NET OF TAX
Unrealized gains and losses.......................................... (1,625) 173 818
Foreign currency translation adjustments............................. 14 (2) (57)
------- ------- -------
Other comprehensive income (loss).................................... (1,611) 171 761
------- ------- -------
Comprehensive income................................................. $ 1,109 $ 3,465 $ 3,866
======= ======= =======
See accompanying notes to condensed financial information and notes to
Consolidated Financial Statements incorporated herein by reference.
S-3
THE ALLSTATE CORPORATION AND SUBSIDIARIES
SCHEDULE II (CONTINUED)
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
STATEMENTS OF FINANCIAL POSITION
($ IN MILLIONS, EXCEPT PAR VALUE DATA)
DECEMBER 31,
-------------------------
1999 1998
-------- --------
ASSETS
Investments in subsidiaries............................................ $ 19,112 $ 18,720
Investments
Fixed income securities, at fair value (amortized cost $825 and $484) 824 484
Short-term........................................................... 447 430
-------- --------
Total investments.................................................... 1,271 914
Receivable from subsidiaries........................................... 402 563
Other assets........................................................... 135 81
-------- --------
TOTAL ASSETS......................................................... $ 20,920 $ 20,278
======== ========
LIABILITIES
Short-term debt........................................................ $ 594 $ 393
Long-term debt......................................................... 2,125 1,300
Payable to subsidiaries................................................ 1,285 1,182
Dividends payable to shareholders...................................... 120 111
Other liabilities...................................................... 195 52
-------- --------
TOTAL LIABILITIES.................................................... 4,319 3,038
-------- --------
SHAREHOLDERS' EQUITY
Preferred stock, $1 par value, 25 million shares authorized,
none issued........................................................ - -
Common stock, $.01 par value, 2.0 billion shares authorized
and 900 million issued; 787 million and 818 million shares
outstanding........................................................ 9 9
Additional capital paid-in............................................. 2,664 3,102
Retained income........................................................ 16,728 14,490
Deferred ESOP expense.................................................. (216) (252)
Treasury stock, at cost (113 million and 82 million shares)............ (3,929) (3,065)
Accumulated other comprehensive income:
Unrealized net capital gains..................................... 1,369 2,994
Unrealized foreign currency translation adjustments.............. (24) (38)
-------- --------
Total accumulated other comprehensive income....................... 1,345 2,956
-------- --------
TOTAL SHAREHOLDERS' EQUITY........................................... 16,601 17,240
-------- --------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY........................... $ 20,920 $ 20,278
======== ========
See accompanying notes to condensed financial information and notes to
Consolidated Financial Statements incorporated herein by reference.
S-4
THE ALLSTATE CORPORATION AND SUBSIDIARIES
SCHEDULE II (CONTINUED)
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
STATEMENTS OF CASH FLOWS
($ IN MILLIONS) YEAR ENDED
DECEMBER 31,
----------------------------------
1999 1998 1997
---- ---- ----
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income................................................................ $ 2,720 $ 3,294 $ 3,105
Adjustments to reconcile net income to net cash provided by operating
activities
Equity in net income of subsidiaries................................. (2,771) (3,190) (2,984)
Realized capital gains and losses.................................... 6 (32) (5)
Gain on disposition of operations.................................... - (49) -
Dividends received from subsidiaries................................. 2,211 1,497 623
Changes in other operating assets and liabilities.................... 86 197 (233)
------- ------- -------
Net cash provided by operating activities.......................... 2,252 1,717 506
------- ------- -------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sales and collections of investments..................... 853 1,332 789
Investment purchases................................................... (908) (1,019) (363)
Capital contributions to subsidiaries.................................. (609) (225) -
Change in short-term investments, net.................................. (4) (335) 427
Proceeds from disposition of operations................................ - 49 -
Acquisitions, net of cash received..................................... (87) (275) -
------- ------- -------
Net cash provided by (used in) investing activities................ (755) (473) 853
------- ------- -------
CASH FLOWS FROM FINANCING ACTIVITIES
Change in short-term debt, net......................................... 202 181 47
Transfers to subsidiaries through intercompany loan agreement, net..... 84 (181) (47)
Repayment of long-term debt............................................ - (300) -
Proceeds from issuance of long-term debt............................... 825 500 250
Proceeds from borrowings from subsidiaries............................. - 405 -
Dividends paid to shareholders......................................... (471) (443) (323)
Treasury stock purchases............................................... (2,173) (1,489) (1,358)
Other.................................................................. 41 83 72
------- ------- -------
Net cash used in financing activities.............................. (1,492) (1,244) (1,359)
------- ------- -------
CASH AT END OF YEAR....................................................... $ 5 $ - $ -
======= ======= =======
See accompanying notes to condensed financial information and notes to
Consolidated Financial Statements incorporated herein by reference.
S-5
THE ALLSTATE CORPORATION AND SUBSIDIARIES
SCHEDULE II (CONTINUED)
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
NOTES TO CONDENSED FINANCIAL INFORMATION
1. GENERAL
The financial statements of the Registrant should be read in conjunction with
the Consolidated Financial Statements and notes thereto included in The Allstate
Corporation 2000 Proxy Statement.
The long-term debt, and short-term debt and bank borrowings presented in Note 10
"Capital Structure" on page A-57 of the 2000 Proxy Statement, with the exception
of the Floating Rate Notes and certain borrowings under credit lines, are direct
obligations of the Registrant.
2. RECEIVABLE AND PAYABLE TO SUBSIDIARIES
The majority of the proceeds from the issuance of commercial paper have been
loaned to subsidiaries through an intercompany loan agreement and are used for
general purposes.
In 1996, the Registrant borrowed $750 million from its subsidiary trusts at a
weighted-average interest rate of 7.92%. These borrowings consist of $550
million and $200 million of debentures which mature in 2026 and 2045,
respectively, and are redeemable by the Registrant in whole or in part beginning
in 2001 and 2006, respectively. The maturity of the $550 million debenture may
be extended to 2045. In 1999, the Registrant assumed $107 million of 6.75%
subordinated debentures in connection with the acquisition of American Heritage
Life Investment Corporation ("AHL"). The subordinated debentures were issued to
AHL's subsidiary trust. The debentures mature on August 16, 2002, but may be
partially or fully retired on August 16, 2000 under certain circumstances at the
option of the holder (see Note 10 "Capital Structure" on page A-57 of the 2000
Proxy Statement). The Registrant recorded $60 million, $59 million and $59
million of interest expense in 1999, 1998 and 1997, respectively, related to
these borrowings.
3. OTHER INCOME AND GAIN ON DISPOSITION OF OPERATIONS
Other income primarily represents income from the settlement of certain employee
benefits of its subsidiaries, mainly profit sharing obligations. The 1997 amount
includes settlements for prior years. The gain on disposition of operations in
1998 was in connection with the conversion of 6.76% Automatically Convertible
Equity Securities ("ACES") into common shares of The PMI Group, Inc.
4. SUPPLEMENTAL DISCLOSURES OF NON CASH INVESTING ACTIVITY AND CASH FLOW
INFORMATION
The Registrant received dividends from subsidiaries of $789 million, $707
million and $768 million in the form of fixed income securities in 1999, 1998
and 1997, respectively. In 1999, $503 million of these securities were
contributed to other subsidiaries of the Registrant.
The Registrant paid $206 million, $178 million and $144 million of interest on
debt in 1999, 1998 and 1997, respectively.
S-6
THE ALLSTATE CORPORATION AND SUBSIDIARIES
SCHEDULE III - SUPPLEMENTARY INSURANCE INFORMATION
($ IN MILLIONS) AT DECEMBER 31,
----------------------------------------
RESERVES
FOR CLAIMS,
CLAIMS
DEFERRED EXPENSE
POLICY AND
ACQUISITION CONTRACT UNEARNED
SEGMENT COSTS BENEFITS PREMIUMS
- ------------------------------------- ----- -------- --------
1999
Property-liability operations
PP&C............................ $ 1,132 $ 15,204 $ 7,607
Discontinued lines and
coverages...................... - 2,610 -
------- -------- -------
Total property-liability........ 1,132 17,814 7,607
Life and savings operations....... 2,987 32,796 64
Corporate and other............... - - -
------- -------- -------
Total............................. $ 4,119 $ 50,610 $ 7,671
======= ======== =======
1998
Property-liability operations
PP&C............................ $ 915 $ 14,297 $ 6,376
Discontinued lines and
coverages...................... - 2,584 1
------- -------- -------
Total property-liability........ 915 16,881 6,377
Life and savings operations....... 2,181 28,734 48
Corporate and other............... - - -
------- -------- -------
Total............................. $ 3,096 $ 45,615 $ 6,425
======= ======== =======
1997
Property-liability operations
PP&C............................ $ 844 $ 14,408 $ 6,168
Discontinued lines and
coverages..................... - 2,995 1
------- -------- -------
Total property-liability........ 844 17,403 6,169
Life and savings operations....... 1,982 27,471 64
Corporate and other .............. - - -
------- -------- -------
Total............................. $ 2,826 $ 44,874 $ 6,233
======= ======== =======
($ IN MILLIONS) FOR THE YEAR ENDED DECEMBER 31,
---------------------------------------------------------------------------------------
CLAIMS,
PREMIUM CLAIMS AMORTIZATION
REVENUE EXPENSE OF OTHER PREMIUMS
AND NET AND POLICY OPERATING WRITTEN
CONTRACT INVESTMENT CONTRACT ACQUISITION COSTS AND (EXCLUDING
SEGMENT CHARGES INCOME (1) BENEFITS COSTS EXPENSES LIFE)
- ------------------------------------- ---------- ------------ ----------- ----------- --------- ----------
1999
Property-liability operations
PP&C............................ $ 20,103 $ 14,642 $ 2,908 $ 1,977 $ 20,381
Discontinued lines and
coverages...................... 9 37 - 21 8
-------- -------- ------- ------- --------
Total property-liability........ 20,112 $ 1,761 14,679 2,908 1,998 20,389
Life and savings operations....... 1,623 2,260 2,578 374 372 187
Corporate and other............... - 91 - - 24 -
-------- -------- -------- ------- ------- --------
Total............................. $ 21,735 $ 4,112 $ 17,257 $ 3,282 $ 2,394 $ 20,576
======== ======== ======== ======= ======= ========
1998
Property-liability operations
PP&C............................ $ 19,307 $ 13,572 $ 2,644 $ 1,735 $ 19,516
Discontinued lines and
coverages...................... - 29 - 22 (1)
-------- -------- ------- ------- --------
Total property-liability........ 19,307 $ 1,723 13,601 2,644 1,757 19,515
Life and savings operations....... 1,519 2,115 2,415 377 315 136
Corporate and other............... - 52 - - (6) -
-------- -------- -------- ------- ------- --------
Total............................. $ 20,826 $ 3,890 $ 16,016 $ 3,021 $ 2,066 $ 19,651
======== ======== ======== ======= ======= ========
1997
Property-liability operations
PP&C............................ $ 18,600 $ 13,333 $ 2,491 $ 1,635 $ 18,787
Discontinued lines and
coverages..................... 4 3 - 19 2
-------- -------- ------- ------- --------
Total property-liability........ 18,604 $ 1,746 13,336 2,491 1,654 18,789
Life and savings operations....... 1,502 2,085 2,415 298 302 132
Corporate and other .............. - 30 - - (19) -
-------- -------- -------- ------- ------- --------
Total............................. $ 20,106 $ 3,861 $ 15,751 $ 2,789 $ 1,937 $ 18,921
======== ======== ======== ======= ======= ========
(1) A single investment portfolio supports both property-liability segments.
S-7
THE ALLSTATE CORPORATION AND SUBSIDIARIES
SCHEDULE IV - REINSURANCE
PERCENT
OF
($ IN MILLIONS) CEDED TO ASSUMED AMOUNT
GROSS OTHER FROM OTHER NET ASSUMED
AMOUNT COMPANIES COMPANIES AMOUNT TO NET
------ --------- ---------- ------ -------
YEAR ENDED DECEMBER 31, 1999
Life insurance in force................... $ 328,400 $ 107,234 $ 6,495 $ 227,661 2.9%
========= ========= =========== =========
Premiums and contract charges:
Life insurance.......................... $ 1,546 $ 221 $ 18 $ 1,343 1.3%
Accident-health insurance............... 288 20 12 280 4.3%
Property-liability insurance............ 19,977 389 524 20,112 2.6%
--------- --------- ----------- ---------
Total premiums and contract charges....... $ 21,811 $ 630 $ 554 $ 21,735 2.5%
========= ========= =========== =========
YEAR ENDED DECEMBER 31, 1998
Life insurance in force................... $ 276,026 $ 73,769 $ 6 $ 202,267 0.0%
========= ========= =========== =========
Premiums and contract charges:
Life insurance.......................... $ 1,430 $ 174 $ 6 $ 1,262 0.4%
Accident-health insurance............... 238 4 23 257 8.9%
Property-liability insurance............ 19,666 433 74 19,307 0.4%
--------- --------- ----------- ---------
Total premiums and contract charges....... $ 21,334 $ 611 $ 103 $ 20,826 0.5%
========= ========= =========== =========
YEAR ENDED DECEMBER 31, 1997
Life insurance in force................... $ 247,048 $ 52,760 $ 144 $ 194,432 0.1%
========= ========= =========== =========
Premiums and contract charges:
Life insurance........................... $ 1,401 $ 165 $ - $ 1,236 0.0%
Accident-health insurance................ 274 29 21 266 7.9%
Property-liability insurance............. 18,872 366 98 18,604 0.5%
--------- --------- ----------- ---------
Total premiums and contract charges........ $ 20,547 $ 560 $ 119 $ 20,106 0.6%
========= ========= =========== =========
S-8
THE ALLSTATE CORPORATION AND SUBSIDIARIES
SCHEDULE V - VALUATION ALLOWANCES AND QUALIFYING ACCOUNTS
ADDITIONS
-----------------------------------
($ IN MILLIONS)
BALANCE AT CHARGED TO BALANCE
BEGINNING COSTS AND OTHER AT END
DESCRIPTION OF PERIOD EXPENSES ADDITIONS DEDUCTIONS (1) OF PERIOD
----------- ---------- ---------- --------- ---------- ----------
YEAR ENDED DECEMBER 31, 1999
Allowance for estimated losses on
mortgage loans and real estate......... $ 15 $ (1) - $ - $ 14
Allowance for reinsurance recoverable.. 141 (3) - 27 111
Allowance for premium installment
receivable............................. 54 123 1 102 76
Allowance for deferred tax assets...... 33 25 - - 58
YEAR ENDED DECEMBER 31, 1998
Allowance for estimated losses on
mortgage loans and real estate......... $ 39 $ (16) - $ 8 $ 15
Allowance for reinsurance recoverable.. 147 - - 6 141
Allowance for premium installment
receivable............................. 61 86 - 93 54
Allowance for deferred tax assets...... 12 21 - - 33
YEAR ENDED DECEMBER 31, 1997
Allowance for estimated losses on
mortgage loans and real estate......... $ 76 $ (21) - $ 16 $ 39
Allowance for reinsurance recoverable.. 163 - - 16 147
Allowance for premium installment
receivable............................. 57 109 - 105 61
Allowance for deferred tax assets...... - 12 - - 12
(1) Deductions in allowance for estimated losses on mortgage loans include
amounts transferred to real estate. Deductions in allowance for
reinsurance recovered represent write-offs, net of recoveries, of amounts
determined to be uncollectible.
S-9
THE ALLSTATE CORPORATION AND SUBSIDIARIES
SCHEDULE VI - SUPPLEMENTARY INFORMATION CONCERNING
CONSOLIDATED PROPERTY-CASUALTY INSURANCE OPERATIONS
($ IN MILLIONS)
AT DECEMBER 31,
---------------------------------
1999 1998 1997
---- ---- ----
Deferred policy acquisition costs......................... $ 1,132 $ 915 $ 844
Reserves for unpaid claims and claim adjustments.......... 17,814 16,881 17,403
Unearned premiums......................................... 7,607 6,377 6,169
YEAR ENDED DECEMBER 31,
---------------------------------
1999 1998 1997
---- ---- ----
Earned premiums........................................... $20,112 $19,307 $18,604
Net investment income..................................... 1,761 1,723 1,746
Claims and claims adjustment expense incurred
Current year........................................... 15,266 14,301 14,013
Prior years............................................ (587) (700) (677)
Amortization of deferred policy acquisition costs......... 2,908 2,644 2,491
Paid claims and claims adjustment expense................. 14,964 14,009 13,161
Premiums written.......................................... 20,389 19,515 18,789
S-10
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders of
The Allstate Corporation:
We have audited the consolidated financial statements of The Allstate
Corporation and subsidiaries as of December 31, 1999 and 1998, and for each of
the three years in the period ended December 31, 1999, and have issued our
report thereon dated February 25, 2000; such consolidated financial statements
and report are included in The Allstate Corporation 2000 Proxy Statement and are
incorporated herein by reference. Our audits also included the financial
statement schedules of The Allstate Corporation and subsidiaries, listed in the
Index at Item 14 (a) 2. These financial statement schedules are the
responsibility of The Allstate Corporation's management. Our responsibility is
to express an opinion based on our audits. In our opinion, such financial
statement schedules, when considered in relation to the basic consolidated
financial statements taken as a whole, present fairly in all material respects
the information set forth therein.
Deloitte & Touche LLP
Chicago, Illinois
February 25, 2000
S-11
Exhibit 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement Nos.
333-61817, 333-34583 and 333-95821 on Form S-3 and Registration Statement Nos.
33-77928, 33-93758, 33-93760, 33-93762, 33-99132, 33-99136, 33-99138, 333-04919,
333-16129, 333-23309, 333-40283, 333-40285, 333-40289 and 333-30776 on Form S-8
of The Allstate Corporation of our reports dated February 25, 2000, appearing in
or incorporated by reference in this Annual Report on Form 10-K of The Allstate
Corporation for the year ended December 31, 1999.
Deloitte & Touche LLP
Chicago, Illinois
March 24, 2000
S-12
EXHIBIT INDEX
The Allstate Corporation Form 10-K
For the Year Ended December 31, 1999
Sequential
Exhibit No. Document Description Page No.
- ----------- -------------------- --------
3(a) Restated Certificate of Incorporation filed with the
Secretary of State of Delaware on February 4, 1999.
Incorporated herein by reference to Exhibit 3(a) to The
Allstate Corporation's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1999.**
3(b) By-Laws as amended effective May 18, 1999. Incorporated
herein by reference to Exhibit 3(b) to The Allstate
Corporation's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1999.**
4 The Allstate Corporation hereby agrees to furnish to the
Commission, upon request, the instruments defining the
rights of holders of each issue of long-term debt of it and
its consolidated subsidiaries.
10.1 Human Resources Allocation Agreement, dated as of May 27, 1993,
among Sears, Roebuck and Co., The Allstate Corporation and
Allstate Insurance Company. Incorporated herein by reference
to Exhibit 10.14 to Registration Statement No. 33-59676.
10.2 IPO Related Intercompany Agreement, dated as of May 29, 1993,
between The Allstate Corporation and Sears, Roebuck and Co.
Incorporated herein by reference to Exhibit 10.15 to Registration
Statement No. 33-59676.
10.3 Tax Sharing Agreement dated May 14, 1993 between Sears, Roebuck
and Co. and its subsidiaries. Incorporated herein by
reference to Exhibit 10.6 to Amendment No. 3 to Registration
Statement No. 33-59676.
10.4 Separation Agreement dated February 20, 1995 between Sears, Roebuck
and Co. and The Allstate Corporation. Incorporated herein by
reference to Exhibit 10(a) to The Allstate Corporation's Current
Report on Form 8-K dated February 22, 1995.**
E-1
Sequential
Exhibit No. Document Description Page No.
- ----------- -------------------- --------
10.5 Marketing File Separation Agreement dated February 20, 1995 between
Sears, Roebuck and Co. and The Allstate Corporation. Incorporated
herein by reference to Exhibit 10(b) to The Allstate Corporation's
Current Report on Form 8-K dated February 22, 1995.**
10.6 Supplemental Tax Sharing Agreement dated January 27, 1995 between
Sears, Roebuck and Co. and The Allstate Corporation. Incorporated
herein by reference to Exhibit 10(d) to The Allstate Corporation's
Current Report on Form 8-K dated February 22, 1995.**
10.7 Supplemental Human Resources Allocation Agreement dated January 27,
1995 between Sears, Roebuck and Co. and The Allstate Corporation.
Incorporated herein by reference to Exhibit 10(e) to The Allstate
Corporation's Current Report on Form 8-K dated February 22, 1995.**
10.8 Profit Sharing and Employee Stock Ownership Plan Allocation
Agreement dated January 27, 1995 between Sears, Roebuck and Co. and
The Allstate Corporation. Incorporated herein by reference to
Exhibit 10(f) to The Allstate Corporation's Current Report on Form
8-K dated February 22, 1995.**
10.9* Allstate Insurance Company Supplemental Retirement Income Plan, as
amended and restated effective January 1, 1996. Incorporated
herein by reference to Exhibit 10.11 to The Allstate Corporation's
Annual Report on Form 10-K for 1995.**
10.10* The Allstate Corporation Deferred Compensation Plan, as amended and E-6
restated as of September 1, 1999**
10.11* The Allstate Corporation Amended and Restated Deferred Compensation
Plan for Non-Employee Directors, as amended and restated as of
February 5, 1997. Incorporated herein by reference to Exhibit
10.13 to The Allstate Corporation's Annual Report on Form 10-K for
1997.**
E-2
10.12* The Allstate Corporation Annual Executive Incentive Compensation
Plan, as amended and restated as of March 9, 1999. Incorporated
herein by reference to Exhibit 10.14 to The Allstate Corporation's
Annual Report on Form 10-K for 1998.**
10.13* The Allstate Corporation Long-Term Executive Incentive Compensation
Plan, as amended and restated as of March 9, 1999. Incorporated
herein by reference to Exhibit 10.15 to The Allstate Corporation's
Annual Report on Form 10-K for 1998.**
10.14* The Allstate Corporation Equity Incentive Plan, as amended and
restated as of November 10, 1998. Incorporated herein by reference
to Exhibit 10.16 to The Allstate Corporation's Annual Report on
Form 10-K for 1998.**
10.15* Form of stock option under the Equity Incentive Plan. E-20
10.16* Form of stock option with reload under the Equity Incentive Plan E-26
10.17* Form of restricted stock grant under the Equity Incentive Plan. E-32
10.18* The Allstate Corporation Equity Incentive Plan for Non-Employee
Directors as amended and restated on November 10, 1998.
Incorporated herein by reference to Exhibit 10.19 to The Allstate
Corporation's Annual Report on Form 10-K for 1998.**
10.19* The Allstate Corporation Employees Replacement Stock Plan, as
amended and restated on November 10, 1998. Incorporated herein by
reference to Exhibit 10.20 to The Allstate Corporation's Annual
Report on Form 10-K for 1998.**
10.20* Form of stock option under the Employees Replacement Stock Plan.
Incorporated herein by reference to Exhibit 10.21 to The Allstate
Corporation's Annual Report on Form 10-K for 1995.**
E-3
10.21* Form of restricted stock grant under the Employees Replacement
Stock Plan. Incorporated herein by reference to Exhibit 10.22 to
The Allstate Corporation's Annual Report on Form 10-K for 1995.**
10.22* The Allstate Corporation Annual Covered Employee Incentive
Compensation Plan adopted and made effective on March 9, 1999.
Incorporated herein by reference to Exhibit 10.23 to The Allstate
Corporation's Annual Report on Form 10-K for 1998.**
10.23* Voluntary Non-Competition Agreement between Robert W. Gary and E-35
Allstate Insurance Company dated December 9, 1999
10.24* Voluntary Retirement Agreement and Release between Louis G. Lower, E-38
II and Allstate Insurance Company dated January 6, 2000
10.25* Supplemental Retirement Benefit Agreement between Casey J. Sylla E-44
and Allstate Insurance Company dated June 18, 1996
10.26* Retirement Benefits of Edward M. Liddy, Chairman, President and
Chief Executive Officer. Incorporated herein by reference to
Exhibit 10.1 to The Allstate Corporation's Quarterly Report on Form
10-Q for the quarter ended March 31, 1999.**
10.27* CEO Change of Control Employment Agreement. Incorporated herein by
reference to Exhibit 10.3 to The Allstate Corporation's Quarterly
Report on Form 10-Q for the quarter ended March 31, 1999.**
10.28* Other Named Executive Officer Change of Control Employment
Agreement. Incorporated herein by reference to Exhibit 10.4 to The
Allstate Corporation's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1999.**
11 Computation of Earnings per Common Share E-48
12 Computation of Earnings to Fixed Charges Ratio E-49
E-4
21 Subsidiaries of The Allstate Corporation E-50
23 Independent Auditors' Consent S-12
27 Financial Data Schedule, submitted electronically to the E-54
Securities and Exchange Commission for information only
and not filed.
99 The Allstate Corporation's Notice of Annual Meeting and
Proxy Statement dated March 27, 2000 is incorporated herein
by reference.
* A management contract or compensatory plan or arrangement
** SEC File Number 1-11840
E-5