Obligation Allstate Corporation 3.85% ( US020002BG56 ) en USD

Allstate Corporation

79.315 % ▼

Etas-Unis

US020002BG56 ( en USD )

3.85% par an ( paiement semestriel )

09/08/2049

Prospectus brochure de l'obligation The Allstate Corp US020002BG56 en USD 3.85%, échéance 09/08/2049

2 000 USD

500 000 000 USD

020002BG5

A- ( Qualité moyenne supérieure )

A3 ( Qualité moyenne supérieure )

10/02/2026 ( Dans 101 jours )

The Allstate Corporation est une société américaine de services financiers offrant une large gamme de produits d'assurance, notamment automobile, habitation, vie et retraite.

L'Obligation émise par Allstate Corporation ( Etas-Unis ) , en USD, avec le code ISIN US020002BG56, paye un coupon de 3.85% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 09/08/2049

L'Obligation émise par Allstate Corporation ( Etas-Unis ) , en USD, avec le code ISIN US020002BG56, a été notée A3 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Allstate Corporation ( Etas-Unis ) , en USD, avec le code ISIN US020002BG56, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

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TABLE OF CONTENTS
TABLE OF CONTENTS
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration Statement No. 333-224541
CALCULATION OF REGISTRATION FEE

Amount of
Title of Each Class of
Maximum Aggregate
Registration
Securities Offered

Offering Price

Fee(1)(2)

3.850% Senior Notes due 2049

$500,000,000

$60,600

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933 as amended.
(2)
A registration fee of $60,600 is due for this offering. The "Calculation of Registration Fee" table shall be deemed to update the "Calculation of
Registration Fee" table in Registration Statement No. 333-224541 on Form S-3ASR.
Table of Contents
Prospectus Supplement to Prospectus Dated April 30, 2018
The Allstate Corporation
$500,000,000 3.850% Senior Notes due 2049
We are offering $500,000,000 aggregate principal amount of our 3.850% Senior Notes due 2049 (the "Senior Notes"). Interest on the Senior Notes
will accrue from June 10, 2019. We will pay interest on the Senior Notes semi-annually in arrears on February 10 and August 10 of each year,
beginning on February 10, 2020.
The Senior Notes will be issued only in denominations of $2,000 and integral multiples of $1,000 in excess thereof. We may redeem some or all of
the Senior Notes at any time at the applicable redemption prices set forth under the caption "Description of the Senior Notes--Optional redemption."
Investing in the Senior Notes involves risks. See a discussion of certain risks in the "Risk Factors" section
beginning on page S-6 of this prospectus supplement and Item 1A of Part I of our Annual Report on Form 10-K for
the fiscal year ended December 31, 2018 filed with the Securities and Exchange Commission that should be carefully
considered before investing in the Senior Notes.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed
upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a
criminal offense.
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Public offering
Underwriting
Proceeds, before expenses,

price(1)

discount

to The Allstate Corporation

Per Senior Note

99.303%

0.875%

98.428%

Total

$496,515,000

$4,375,000

$492,140,000

(1)
Plus accrued interest from June 10, 2019, if settlement occurs after that date.
The Senior Notes will not be listed on any securities exchange. Currently there is no public trading market for the Senior Notes.
The underwriters expect to deliver the Senior Notes through the facilities of The Depository Trust Company ("DTC") for the accounts of its
participants, including Clearstream Banking, S.A. and Euroclear Bank, SA/NV, against payment in New York, New York on or about June 10, 2019.
Joint Book-Runners
BofA Merrill Lynch
Goldman Sachs & Co. LLC
J.P. Morgan
Morgan Stanley
Co-Managers
Barclays

Citigroup
Credit Suisse
Jefferies

Prospectus Supplement dated June 5, 2019
Table of Contents
TABLE OF CONTENTS

Page

ABOUT THIS PROSPECTUS SUPPLEMENT
S-1
PROSPECTUS SUPPLEMENT SUMMARY
S-2
RISK FACTORS
S-6
USE OF PROCEEDS
S-8
CAPITALIZATION
S-9
SELECTED CONSOLIDATED FINANCIAL INFORMATION
S-10
DESCRIPTION OF THE SENIOR NOTES
S-11
CERTAIN MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
S-17
UNDERWRITING
S-21
WHERE YOU CAN FIND MORE INFORMATION
S-26
THE ALLSTATE CORPORATION FILINGS
S-26
LEGAL MATTERS
S-27
EXPERTS
S-27

Page

ABOUT THIS PROSPECTUS

ii
THE ALLSTATE CORPORATION

1
THE TRUSTS

2
RATIOS OF EARNINGS TO FIXED CHARGES AND EARNINGS TO FIXED CHARGES AND

PREFERRED STOCK DIVIDENDS

2
RISK FACTORS

3
USE OF PROCEEDS

3
DESCRIPTION OF DEBT SECURITIES

3
DESCRIPTION OF CAPITAL STOCK

17
DESCRIPTION OF DEPOSITARY SHARES

21
DESCRIPTION OF WARRANTS

24
DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS

26
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DESCRIPTION OF TRUST PREFERRED SECURITIES

26
DESCRIPTION OF PREFERRED SECURITIES GUARANTEES

28
PLAN OF DISTRIBUTION

32
WHERE YOU CAN FIND MORE INFORMATION

33
THE ALLSTATE CORPORATION FILINGS

34
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

34
LEGAL OPINIONS

35
EXPERTS

35
ERISA MATTERS

35
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This document consists of two parts. The first part is this prospectus supplement, which describes the specific terms of this offering. The second
part is the accompanying prospectus, which contains more general information, some of which may not apply to this offering. You should read both this
prospectus supplement and the accompanying prospectus, together with the documents identified under the headings "Where You Can Find More
Information" and "The Allstate Corporation Filings" in this prospectus supplement and the accompanying prospectus.
If the information set forth in this prospectus supplement differs in any way from the information set forth in the accompanying prospectus, you
should rely on the information set forth in this prospectus supplement.
References to "we," "us" and "our" in this prospectus supplement are references to The Allstate Corporation, and not to any of our subsidiaries,
unless we state otherwise or the context otherwise requires.
You should rely only on the information contained in or incorporated by reference in this prospectus supplement and the accompanying prospectus,
and any related free writing prospectus issued or authorized by us. This prospectus supplement may be used only for the purpose for which it has been
prepared. No one is authorized to give information other than that contained in this prospectus supplement and the accompanying prospectus, in the
documents referred to in this prospectus supplement and the accompanying prospectus and which are made available to the public and in any related
free writing prospectus issued or authorized by us. We have not, and the underwriters have not, authorized any other person to provide you with
different or additional information. If anyone provides you with different or additional information, you should not rely on it.
We are not, and the underwriters are not, making an offer to sell the Senior Notes in any jurisdiction where the offer or sale is not permitted. You
should not assume that the information contained in or incorporated by reference in this prospectus supplement, the accompanying prospectus or any
related free writing prospectus issued or authorized by us is accurate as of any date other than the date of the applicable document. Our business,
financial condition, results of operations and prospects may have changed since their respective dates. Neither this prospectus supplement, the
accompanying prospectus nor any related free writing prospectus issued or authorized by us constitutes an offer, or an invitation on our behalf or on
behalf of the underwriters, to subscribe for and purchase any of the Senior Notes and may not be used for or in connection with an offer or solicitation
by anyone, in any jurisdiction in which such an offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or
solicitation.
S-1
Table of Contents
PROSPECTUS SUPPLEMENT SUMMARY
The following summary highlights selected information contained elsewhere or incorporated by reference in this prospectus supplement and may
not contain all of the information that is important to you. We encourage you to read this prospectus supplement and the accompanying prospectus,
together with the documents identified under the headings "Where You Can Find More Information" and "The Allstate Corporation Filings" in this
prospectus supplement and the accompanying prospectus, in their entirety. You should pay special attention to the "Risk Factors" section of this
prospectus supplement and the "Risk Factors" section in our Annual Report on Form 10-K for the year ended December 31, 2018.
The Allstate Corporation
The Allstate Corporation is a holding company that conducts its business principally through Allstate Insurance Company ("AIC"), Allstate Life
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Insurance Company and other subsidiaries (collectively, including The Allstate Corporation, "Allstate"). Allstate is primarily engaged in the property
and casualty insurance business and the sale of life and accident and health insurance products in the United States and Canada. Allstate is the largest
publicly held personal lines insurer in the United States and the 3rd largest personal property and casualty insurer in the United States on the basis of
2017 statutory direct premiums written according to A.M. Best. In addition, according to A.M. Best, it is the nation's 20th largest issuer of life insurance
business on the basis of 2017 ordinary life insurance in force and 38th largest on the basis of 2017 statutory admitted assets.
Our seven reportable segments include:
?
?
?
Allstate
Includes the Allstate®, Encompass® and Esurance® brands and Answer Financial. Offers private passenger auto, homeowners, other

Protection(1)
personal lines and commercial insurance through agencies and direct, including contact centers and the internet.
?
?
?
Service
Includes SquareTrade®, AritySM, InfoArmor®, Allstate Roadside Services® and Allstate Dealer Services®, which offer a broad

Businesses
range of products and services that expand and enhance our customer value propositions. InfoArmor is included in Service
Businesses since its acquisition on October 5, 2018.
?
?
?
Offers traditional, interest-sensitive and variable life insurance products through Allstate exclusive agencies and exclusive financial
Allstate Life
specialists.
?
?
?
Allstate
Offers voluntary benefits products, including life, accident, critical illness, short-term disability and other health insurance products

Benefits
sold through workplace enrolling independent agents and Allstate exclusive agencies.
?
?
?
Allstate
Consists of deferred fixed annuities and immediate fixed annuities (including standard and sub-standard structured settlements) in

Annuities
run-off.
?
?
?
Discontinued
Relates to property and casualty insurance policies written during the 1960's through the mid-1980's with exposure to asbestos,
Lines and
environmental and other claims in run-off.
Coverages(1)
?
?
?
Corporate and
Includes holding company activities and certain non-insurance operations.

Other
?
?
?
(1)
Allstate Protection and Discontinued Lines and Coverages segments comprise Property-Liability.
The Allstate Corporation was incorporated in Delaware on November 5, 1992. Our executive offices are located at 2775 Sanders Road, Northbrook,
Illinois, 60062-6127. Our telephone number is (847) 402-5000.
As a holding company with no significant business operations of our own, we rely on dividends from AIC as one of the principal sources of cash to
pay dividends and to meet our obligations,
S-2
Table of Contents
including the payment of principal and interest on debt or to fund non-insurance-related businesses. AIC is regulated as an insurance company in
Illinois. The payment of dividends by AIC is limited by Illinois insurance law to formula amounts based on statutory net income and statutory surplus,
as well as the timing and amount of dividends paid in the preceding twelve months.
The laws of other jurisdictions that generally govern our insurance subsidiaries contain similar limitations on the payment of dividends. However,
such laws in some jurisdictions may be more restrictive.
S-3
Table of Contents

The Senior Notes
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Issuer

The Allstate Corporation.

Securities Offered
$500,000,000 aggregate principal amount of Senior Notes.

Maturity Date
The Senior Notes will mature on August 10, 2049.

Issue Prices
3.850% of the principal amount of the Senior Notes plus accrued and unpaid
interest, if any, from June 10, 2019.

Interest Rate
The Senior Notes will bear interest from June 10, 2019 at the rate of 3.850%
per annum.

Interest Payment Dates
February 10 and August 10 of each year, beginning on February 10, 2020.

Trustee
U.S. Bank National Association.

Optional Redemption
At any time and from time to time prior to February 10, 2049 (the date that is
six months prior to the maturity of the Senior Notes), the Senior Notes will
be redeemable at our option, in whole or in part, at a redemption price equal
to the greater of:

· 100% of the principal amount of the Senior Notes being redeemed; and

· the sum of the present values of the remaining scheduled payments of
principal and interest on the Senior Notes to be redeemed that would be
due if the Senior Notes matured on February 10, 2049 (the date that is six
months prior to the maturity of the Senior Notes) (not including any
portion of such payments of interest accrued to the date of redemption)
discounted to the redemption date on a semi-annual basis (assuming a 360-
day year consisting of twelve 30-day months) at the applicable Adjusted
Treasury Rate, plus 20 basis points.

At any time and from time to time on or after February 10, 2049 (the date
that is six months prior to the maturity of the Senior Notes), the Senior Notes
will be redeemable at our option, in whole or in part, at a redemption price
equal to 100% of the principal amount of the Senior Notes to be redeemed.

In each case, we will also pay the accrued and unpaid interest on the principal
amount being redeemed to the date of redemption.

Ranking
The Senior Notes will be our unsecured obligations and will rank equally in
right of payment with all our existing and future unsecured and
unsubordinated indebtedness.

Denominations
$2,000 and integral multiples of $1,000 in excess thereof.
S-4
Table of Contents
Use of Proceeds

We expect to receive net proceeds, after deducting the underwriting discount
and other offering expenses payable by us, of approximately $491.1 million.

We intend to use the net proceeds from this offering of Senior Notes for
general corporate purposes.

Further Issues
We may from time to time, without giving notice to or seeking the consent of
the holders of the Senior Notes, issue debt securities having the same terms
(except for the issue date and, in some cases, the public offering price and the
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first interest payment date) as, and ranking equally and ratably with, the
Senior Notes offered hereby. Any additional debt securities having such
similar terms, together with the Senior Notes offered hereby, will constitute a
single series of securities under the indenture.

Clearance and Settlement
We will issue the Senior Notes in the form of one or more fully registered
global notes registered in the name of the nominee of The Depository Trust
Company, or DTC. Beneficial interests in the Senior Notes will be
represented through book-entry accounts of financial institutions acting on
behalf of beneficial owners as direct and indirect participants in DTC.
Clearstream Banking, S.A. ("Clearstream") and Euroclear Bank, SA/NV
("Euroclear") will hold interests on behalf of their participants through their
respective U.S. depositaries, which in turn will hold such interests in
accounts as participants of DTC. Except in the limited circumstances
described in this prospectus supplement, owners of beneficial interests in the
Senior Notes will not be entitled to have Senior Notes registered in their
names, will not receive or be entitled to receive Senior Notes in definitive
form and will not be considered holders of Senior Notes under the indenture.

Listing
The Senior Notes are not, and are not expected to be, listed on any securities
exchange nor included in any automated quotation system.

Governing Law
The State of New York.

Risk Factors
See "Risk Factors" beginning on page S-6 of this prospectus supplement and
Item 1A of Part I of our Annual Report on Form 10-K for the fiscal year
ended December 31, 2018 to read about important factors you should
consider before buying the Senior Notes.
S-5
Table of Contents
RISK FACTORS
Your investment in the Senior Notes will involve certain risks described below. In consultation with your own financial and legal advisors, you
should carefully consider the information included in or incorporated by reference in this prospectus supplement and the accompanying prospectus,
and pay special attention to the following discussion of risks relating to the Senior Notes before deciding whether an investment in the Senior Notes is
suitable for you. In addition to the risk factors relating to the Senior Notes set forth below, we also specifically incorporate by reference into this
prospectus supplement the section captioned "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2018. The Senior
Notes will not be an appropriate investment for you if you are not knowledgeable about significant features of the Senior Notes or financial matters in
general. You should not purchase the Senior Notes unless you understand, and know that you can bear, these investment risks.
The indenture does not limit the amount of indebtedness that we or our subsidiaries may incur.
Neither we nor any of our subsidiaries are restricted from incurring additional debt or other liabilities, including additional senior debt, under the
indenture. At March 31, 2019, we had $4.71 billion of senior debt outstanding. If we incur additional debt or liabilities, our ability to pay our obligations
on the Senior Notes could be adversely affected. We expect that we will from time to time incur additional debt and other liabilities. In addition, we are
not restricted from paying dividends on or issuing or repurchasing our securities under the indenture.
There are no financial covenants in the indenture.
There are no financial covenants in the indenture. You are not protected under the indenture in the event of a highly leveraged transaction,
reorganization, change of control, restructuring, merger or similar transaction that may adversely affect you, except to the limited extent described in the
accompanying prospectus under "Description of Debt Securities--Consolidation, Merger and Sale of Assets."
The Senior Notes are not guaranteed by any of our subsidiaries and are structurally subordinated to the debt and other liabilities of our
subsidiaries, which means that creditors of our subsidiaries will be paid from their assets before holders of the Senior Notes would have any claims
to those assets.
We are a holding company and conduct substantially all of our operations through subsidiaries, which means that our ability to meet our
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obligations on the Senior Notes depends on our ability to receive distributions from these subsidiaries. However, the Senior Notes are our exclusive
obligations and are not guaranteed by any of our subsidiaries. As a result, the Senior Notes are structurally subordinated to all debt and other liabilities
of our subsidiaries (including liabilities to policyholders and contractholders), which means that creditors of these subsidiaries will be paid from their
assets before holders of the Senior Notes would have any claims to those assets. At March 31, 2019, our subsidiaries had no debt outstanding (excluding
intercompany liabilities).
An active after-market for the Senior Notes may not develop.
The Senior Notes have no established trading market. We cannot assure you that an active after-market for the Senior Notes will develop or be
sustained or that holders of the Senior Notes will be able to sell their Senior Notes at favorable prices or at all. Although the underwriters have indicated
to us that they currently intend to make a market in the Senior Notes, as permitted by applicable laws and regulations, they are not obligated to do so
and may discontinue any such market-making at any time without notice. Accordingly, no assurance can be given as to the liquidity of, or trading
markets for, the Senior Notes. The Senior Notes are not listed and we do not plan to apply to list the Senior Notes on any securities exchange or to
include them in any automated dealer quotation system.
S-6
Table of Contents
An increase in market interest rates could result in a decrease in the value of the Senior Notes.
In general, as market interest rates rise, notes bearing interest at a fixed rate generally decline in value because the premium, if any, over market
interest rates will decline. Consequently, if you purchase the Senior Notes and market interest rates increase, the market value of your Senior Notes may
decline. We cannot predict the future level of market interest rates.
If a trading market does develop, changes in our credit ratings or the debt markets could adversely affect the market price of the Senior Notes.
The market price for the Senior Notes depends on many factors, including:
·
Our credit ratings with major credit rating agencies;
·
The prevailing interest rates being paid by other companies similar to us;
·
Our financial condition, financial performance and future prospects; and
·
The overall condition of the financial markets.
The condition of the financial markets and prevailing interest rates have fluctuated in the past and are likely to fluctuate in the future. Such
fluctuations could have an adverse effect on the price of the Senior Notes.
In addition, credit rating agencies continually review their ratings for the companies that they follow, including us. The credit rating agencies also
evaluate the insurance industry as a whole and may change their credit rating for us based on their overall view of our industry. A negative change in
our rating could have an adverse effect on the price of the Senior Notes.
S-7
Table of Contents
USE OF PROCEEDS
We expect to receive net proceeds, after deducting the underwriting discount and other offering expenses payable by us, of approximately
$491.1 million.
We intend to use the net proceeds from this offering of Senior Notes for general corporate purposes.
S-8
Table of Contents
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CAPITALIZATION
The following table sets forth our capitalization as of March 31, 2019 and as adjusted to give effect to this offering of Senior Notes. The following
data should be read in connection with our consolidated financial statements and notes, which are incorporated by reference.

As of March 31, 2019

Actual(1)

As Adjusted(1)(2)

(in millions)

Short-term debt
$
-- $
--
3.850% Senior Notes due 2049

--
500
Other long-term debt

6,453
6,453
?
?
?
?
?
?
?
?
Total debt

6,453
6,953
?
?
?
?
?
?
?
?
Preferred stock and additional capital paid-in

1,930
1,930
Common stock and additional capital paid-in

3,300
3,300
Unrealized net capital gains and losses

972
972
Unrealized foreign currency translation adjustments

(44)
(44)
Unrecognized pension and other postretirement benefit cost

157
157
Retained income

45,148
45,148
Deferred ESOP expense

(3)
(3)
Treasury stock, at cost

(28,042)
(28,042)
?
?
?
?
?
?
?
?
Total shareholders' equity
$
23,418 $
23,418
?
?
?
?
?
?
?
?
Total capitalization
$
29,871 $
30,371
?
?
?
?
?
?
?
?
(1)
We repaid our $317,000,000 7.450% Senior Notes, Series B, due 2019 at their scheduled maturity on May 16, 2019,
which is not reflected in the amounts above.
(2)
Does not reflect related issuance costs of approximately $5,375,000 comprising the underwriting discount and other
offering expenses payable by us for the offering of the Senior Notes.
S-9
Table of Contents
SELECTED CONSOLIDATED FINANCIAL INFORMATION
The following table sets forth selected consolidated statements of operations and financial position data for the periods indicated. The financial data
for each of the five years in the period ended December 31, 2018 are derived from our audited consolidated financial statements included in our
Form 8-K filed on May 16, 2019. The financial data for the three-month periods ended March 31, 2019 and 2018 are derived from our unaudited
condensed consolidated financial statements. The following amounts should be read in conjunction with the consolidated financial statements and notes
thereto contained in our other filings with the Securities and Exchange Commission (the "SEC") available as described under "Where You Can Find
More Information" and "The Allstate Corporation Filings" in this prospectus supplement and the accompanying prospectus.
As of or for the three
months ended

March 31,

As of or for the year ended December 31,

2019

2018

2018

2017

2016

2015

2014

(in millions)

Consolidated statements of
operations data:

Insurance premiums and
contract charges
$
9,430 $
8,902 $
36,513 $
34,678 $
33,582 $
32,467 $
31,086
Other revenue

250
216
939
883
865
863
859
Net investment income

648
786
3,240
3,401
3,042
3,156
3,459
Realized capital gains and
losses

662
(134)
(877)
445
(90)
30
694
Total revenues

10,990
9,770
39,815
39,407
37,399
36,516
36,098
Benefits, claims and other
expenses

9,371
8,508
37,193
34,878
34,754
33,108
32,832
Gain (loss) on disposition of
operations

1
1
6
20
5
3
(74)
Income tax expense

328
257
468
995
842
1,157
1,022
Net income

1,292
1,006
2,160
3,554
1,808
2,254
2,170
Net income applicable to
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common shareholders

1,261
977
2,012
3,438
1,692
2,138
2,066
Consolidated financial
position data:

Investments
$
84,121 $
83,289 $
81,260 $
82,803 $
81,799 $
77,758 $
81,113
Total assets
115,834 113,289 112,249 112,422 108,610 104,656 108,479
Reserve for claims and claims
expense, life-contingent
contract benefits and
contractholder funds

57,905
57,587
58,002
58,308
57,749
57,411
57,832
Short-term debt

--
--
--
--
--
--
--
Long-term debt

6,453
6,847
6,451
6,350
6,347
5,124
5,140
Shareholders' equity

23,418
23,273
21,312
22,551
20,569
20,020
22,303
Equity

23,418
23,273
21,312
22,551
20,569
20,020
22,303
S-10
Table of Contents
DESCRIPTION OF THE SENIOR NOTES
We have summarized provisions of the Senior Notes below. This summary supplements and replaces (if inconsistent with) the description of debt
securities and the general terms and provisions of debt securities under the caption "Description of Debt Securities" in the accompanying prospectus.
This summary does not purport to be complete and is qualified in its entirety by reference to the indenture referred to below.
General
The Senior Notes will be issued under an indenture, dated as of December 16, 1997, as amended by a third supplemental indenture, dated as of
July 23, 1999, as amended by a sixth supplemental indenture, dated as of June 12, 2000, and as supplemented by a twenty-third supplemental indenture
to be dated as of June 10, 2019, with respect to the issuance of the Senior Notes, between us and U.S. Bank National Association, as trustee (successor
in interest to State Street Bank and Trust Company).
The Senior Notes will initially be limited to a total principal amount of $500,000,000. We may from time to time, without giving notice to or
seeking the consent of the holders of the Senior Notes, issue debt securities having the same terms (except for the issue date and, in some cases, the
public offering price and the first interest payment date) as, and ranking equally and ratably with, the Senior Notes offered hereby. Any additional debt
securities having such similar terms, together with the Senior Notes offered hereby, will constitute a single series of securities under the indenture. No
additional debt securities may be issued if an event of default under the indenture has occurred and is continuing with respect to the Senior Notes.
The Senior Notes will mature on August 10, 2049 and will bear interest at 3.850% per year. Interest on the Senior Notes will accrue from June 10,
2019. The Senior Notes provides that we will:
·
pay interest semi-annually on February 10 and August 10 of each year, commencing February 10, 2020;
·
pay interest to the person in whose name a Senior Note is registered at the close of business on February 1 or August 1 preceding the
interest payment date;
·
compute interest on the basis of a 360-day year consisting of twelve 30-day months;
·
make payments on the Senior Notes at the offices of the trustee; and
·
either make payments by wire transfer for any Senior Notes held in book-entry form or by check mailed to the address of the person
entitled to the payment as it appears on the register of the Senior Notes.
In the event that any date on which interest is payable is not a business day, then payment of interest payable on that date will be made on the next
business day (and without any interest or other payment in respect of any delay).
"Business day" means any day, other than a Saturday or Sunday, on which banks in The City of New York are not required by law to close.
We will issue the Senior Notes only in fully registered form, without coupons, in denominations of $2,000 and integral multiples of $1,000 in
excess thereof. The Senior Notes will not be subject to any sinking fund.
Ranking
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The Senior Notes will be our senior unsecured obligations and will rank equally in right of payment with all of our other existing and future senior
unsecured and unsubordinated indebtedness. The Senior Notes will rank senior to any subordinated indebtedness.
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All existing and future liabilities of our subsidiaries will be effectively senior to the Senior Notes. Since all of our operations are conducted through
subsidiaries, our cash flow and subsequent ability to service debt, including the notes, are dependent on the earnings of our subsidiaries and the
distribution of those earnings, or upon loans or other payments of funds by the subsidiaries, to us. The subsidiaries are separate and distinct legal entities
and have no obligation to pay any amount pursuant to the Senior Notes or otherwise, whether by dividends, loans or other payments. In addition, since
our subsidiaries are insurance companies, their ability to pay dividends to us is subject to regulatory limitations. See "Business--Regulation" in our
Annual Report on Form 10-K for the year ended December 31, 2018, which is incorporated in this prospectus supplement by reference.
Optional redemption
At any time and from time to time prior to February 10, 2049 (the date that is six months prior to the maturity of the Senior Notes), the Senior
Notes will be redeemable at our option, in whole or in part, at a redemption price equal to the greater of:
·
100% of the principal amount of the Senior Notes to be redeemed; and
·
as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and
interest on the Senior Notes to be redeemed that would be due if the Senior Notes matured on February 10, 2049 (not including any
portion of such payments of interest accrued to the date of redemption) discounted to the redemption date on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 20 basis points.
At any time and from time to time on or after February 10, 2049 (the date that is six months prior to the maturity of the Senior Notes), the Senior
Notes will be redeemable at our option, in whole or in part, at a redemption price equal to 100% of the principal amount of the Senior Notes to be
redeemed.
In each case, we will pay accrued and unpaid interest on the principal amount being redeemed to the date of redemption.
"Adjusted Treasury Rate" means, with respect to any redemption date:
·
the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published
statistical release designated "H.15" published by the Board of Governors of the Federal Reserve System (or any successor publication
which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded
United States Treasury securities adjusted to constant maturity) under the caption "Treasury Constant Maturities," for the maturity
corresponding to the Comparable Treasury Issue. If no maturity is within three months before or after the Remaining Life, yields for the
two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Adjusted Treasury
Rate shall be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month; or
·
if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields,
the rate per year equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the
Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such
redemption date.
The Adjusted Treasury Rate shall be calculated on the third business day preceding the redemption date.
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"Comparable Treasury Issue" means the United States Treasury security selected by an Independent Investment Banker as having a maturity
comparable to the remaining term of the Senior Notes to be redeemed that would be used, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Senior Notes (assuming, for
this purpose, that the Senior Notes matured on February 10, 2049) ("Remaining Life").
"Comparable Treasury Price" means (1) the average of four Reference Treasury Dealer Quotations for such redemption date, after excluding the
highest and lowest Reference Treasury Dealer Quotations, or (2) if the Independent Investment Banker obtains fewer than four such Reference Treasury
Dealer Quotations, the average of all such quotations.
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