As filed with the Securities and Exchange Commission on ~~April~~March 1530, ~~2020~~2023

FILE NO. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________________________

FORM S-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

____________________________________

~~ALLSTATE~~EVERLAKE LIFE INSURANCE COMPANY

(Exact name of registrant as specified in its charter)

________________________________________________

ILLINOIS 36-2554642

(State or other jurisdiction (I.R.S. Employer

of incorporation or organization) Identification Number)

6311

(Primary Standard Industrial Classification Code Number)

~~3075~~3100 SANDERS ROAD

NORTHBROOK, ILLINOIS 60062

847-~~402~~665-~~5000~~9930

(Address, including zip code, and telephone number, including area code, of principal executive offices)

___________________________________________________

CT Corporation

208 South LaSalle Street

Suite 814

Chicago, IL 60604

312-345-4320

(Name, address, including zip code, and telephone number, including area code, of agent for service)

______________________________________________________

COPIES TO:

ANGELA K. FONTANA

~~ALLSTATE~~EVERLAKE LIFE INSURANCE COMPANY

~~2775~~3100 SANDERS ROAD SUITE ~~A2E~~303

NORTHBROOK, IL 60062

_____________________________________________________

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒ /X/

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐/ /

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐/ /

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐/ /

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐/ / Accelerated filer ☐/ / Non-accelerated filer ☒/X/ Smaller reporting company ☐/ / Emerging growth company ☐/ /

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐/ /

CALCULATION OF REGISTRATION FEE

Title of securities to beregistered	Amount to be registered		maximum offering price per unit(1)		Proposed maximum aggregate offering price		Proposed Amount of registration fee(2)
Market Value Adjusted AnnuityContracts	$152,341,977		$1.00		$152,341,977		$0

(1)	Interests in the market value adjusted account are sold on a dollar basis, not on the basis of a price per share or unit.
(2)	This filing is being made under the Securities Act of 1933 to register $152,341,977 of interests in market value adjusted annuity contracts. The interests being registered herein are carried over, as unsold securities, from an existing Form S-3 registration statement of the same issuer (333-220569) filed on September 22, 2017. Because a filing fee previously was paid with respect to those securities, there is no filing fee under this registration statement. In accordance with Rule 415(a)(6), the offering of securities on the earlier registration statement will be deemed terminated as of the effective date of this registration statement.

This Registration Statement contains a combined prospectus under Rule 429 under the Securities Act of 1933 which relates to the Form S-3 registration statement (File No. 333-220569), filed on September 22, 2017, by Allstate Life Insurance Company. Upon effectiveness, this Registration Statement will also act as a post-effective amendment to such earlier registration statement.

Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine.

~~Scheduled~~Neither ~~Annuity~~the ~~Manager~~Securities and Exchange Commission nor any State securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

~~Allstate~~Everlake ~~Life~~RightFit ~~Insurance Company P.O. Box 660191 Dallas, TX 75266-0191 Telephone Number: 1-800-6632-3492 Fax Number: 1-877-525-2689~~Annuity

Everlake Life Insurance Company
P.O. Box 660191
Dallas, TX 75266-0191
Telephone Number: 1-800-632-3492
Fax Number: 1-877-525-2689 Prospectus dated May 1, 2023

~~Prospectus~~Everlake ~~dated~~Life ~~May~~Insurance 1Company (“Everlake Life”) has issued the Everlake RightFit, ~~2020~~a group and individual single premium deferred indexed linked annuity contract ("Contract"). The Contract is no longer being offered for sale. This prospectus contains information about the Contract. Please keep it for future reference.

~~Allstate~~This ~~Life~~prospectus ~~Insurance~~is ~~Company~~not ~~(“Allstate~~your ~~Life”)~~Contract, ~~has~~although ~~issued~~this ~~the~~prospectus ~~Scheduled~~provides ~~Annuity~~a ~~Manager~~description of all of your Contract's material features, abenefits, ~~group~~rights and ~~individual~~obligations. ~~flexible~~The ~~premium~~description ~~deferred~~of ~~annuity~~the ~~contract (“~~Contract”)'s material provisions in this prospectus is current as of the date of this prospectus. ~~This~~If certain material provisions under the Contract are changed after the date of this prospectus ~~contains~~in ~~information~~accordance ~~about~~with the Contract, those changes will be described in a supplement to this prospectus and the supplement will become a part of this prospectus. ~~Please~~You ~~keep~~should itcarefully ~~for~~read ~~future~~this ~~reference~~prospectus in conjunction with any applicable supplements before taking any action under your Contract.

The ~~information~~Contract ~~in this prospectus~~ is ~~not~~no ~~complete~~longer ~~and~~being ~~may~~offered befor changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale ~~is not permitted~~.

The ~~Contract~~Contracts iswere noavailable ~~longer~~through ~~being~~Everlake ~~offered~~Distributors, L.L.C., the principal underwriter for ~~sale~~the Contracts. Everlake IfDistributors, ~~you~~L.L.C., ~~have~~is ~~already~~not ~~purchased~~required ato ~~Contract~~sell ~~you~~any ~~may~~specific ~~continue~~number toor ~~add~~dollar toamount ~~it.~~of ~~Each~~securities ~~additional~~but ~~payment~~will ~~must~~use beits atbest ~~least~~efforts ~~$1,000~~to sell the securities offered.

~~The~~Discussion ~~Contracts~~of ~~were~~Risk ~~available~~Factors ~~through~~begins ~~Morgan~~on ~~Stanley~~page &8 ~~Co. Inc., the principal underwriter for the Contracts. Morgan Stanley & Co. Inc., is not required to sell any specific number or dollar amount~~ of ~~securities~~this ~~but will use its best efforts to sell the securities offered~~prospectus.

~~Discussion~~Index-linked ofannuity ~~Risk~~contracts ~~Factors~~are ~~begins~~complex oninsurance ~~page~~and 27investment ofvehicles. ~~this~~Investors ~~prospectus.~~should speak with a financial

professional about the contract’s features, benefits, risks, and fees, and whether the contract is appropriate for the investor based upon his or her financial situation and objectives.

The registrant’s obligations under the contract are subject to the financial strength and claims paying ability of the registrant.

~~IMPORTANT~~There ~~NOTICES~~is ~~Investment~~a inrisk ~~the~~of ~~Contracts~~loss ~~involves~~of ~~serious~~principal ~~investment~~under ~~risks,~~the ~~including~~contract ~~possible~~and that loss ofcan ~~principal.This~~become ~~prospectus~~greater ~~does~~if ~~not~~there ~~constitute~~is an ~~offering~~early inwithdrawal ~~any~~because ~~jurisdiction~~it ~~in which such offering~~ may ~~not lawfully~~ be ~~made.~~subject ~~We do not authorize anyone~~ to ~~provide~~charges ~~any~~and ~~information~~adjustments. orPlease ~~representations~~also ~~regarding~~note the ~~offering~~possibility ~~described in this prospectus other than as contained in this prospectus.Neither the Securities and Exchange Commission ("SEC") nor any State securities commission has approved or disapproved~~ of ~~these~~losses ~~securities~~on oramounts ~~passed~~withdrawn ~~upon~~from the ~~adequacy~~contract oreven ~~accuracy~~if ~~of this prospectus. Any representation to~~ the ~~contrary~~S&P is500 ahas ~~criminal~~risen ~~offense.~~in ~~Investment~~value insince the ~~Contracts~~issue ~~involves serious investment risks, including possible loss of principal~~date.


IMPORTANT NOTICES			Investment in the Contracts involves serious investment risks, including possible loss of principal. This prospectus does not constitute an offering in any jurisdiction in which such offering may not lawfully be made. We do not authorize anyone to provide any information or representations regarding the offering described in this prospectus other than as contained in this prospectus. Neither the Securities and Exchange Commission ("SEC") nor any State securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
			The Contracts are not FDIC insured.
			The Contracts may not be available in all states.

1 PROSPECTUS


Table of Contents

Page Overview Important Terms 3 The Contract at a Glance 4 How the Contract Works 5 Contract Features The Contract 6 Contract Owner 6 Annuitant 6 Beneficiary 6 Modification of the Contract 7 Assignment 7 Written Requests and Forms in Good Order 7 Purchases and Contract Value 7 Minimum Purchase Payment 7 Automatic Additions Program 7 Allocation of Purchase Payments 7 Contract Value 7 Guarantee Periods 8 Interest Rates 8 How We Credit interest 8 Expenses 9 Withdrawal Charge 9 Premium Taxes 10 Access to Your Money 10


			Page
Overview
Important Terms			3
What is the Everlake RightFit annuity?			4
The Contract at a Glance			5
How the Contract Works			8
Contract Features
The Contract			9
Contract Owner			10
Annuitant			10
Beneficiary			10
Assignment			11
Written Requests and Forms in Good Order			11
Modification of the Contract			11
Purchasing the Contract			11
Purchase Payment			12
Issue Date			12
Allocation of the Purchase Payment			12
Trial Examination Period			12
Contract Values			12
Maturity Value			13
Investment Option Maturity Value			13
Interim Value			14
Investment Option Interim Value			13
Access Account Value			16
Accumulation Phase			16
Investment Option Period			16
Investment Options			16
Access Account Period			17
Performance			18
Index			18
How We Apply Performance			19
Transfers			21
Bailout Provision			21
Access to Your Money			21
Preferred Withdrawal Amount			22
Withdrawal Amounts in Excess of the Preferred Withdrawal Amount			22
Withdrawals during the Access Account Period			22
Net or Gross Withdrawals			22
Systematic Withdrawal Program			23
Required Minimum Distributions			23
Postponement of Payments			23
Minimum Value			23
Expenses			23

Page Systematic Withdrawal Program 10 Postponement of Payments 11 Minimum Contract Value 11 Payout Phase 11 Payout Start Date 11 Income Plans 11 Certain Employee Benefit Plans 12 Death Benefits 12 Death Benefit Amount 12 Death Benefit Options 12 Other Information More Information 13 Allstate Life 13 The Contract 13 Annuities Held within a Qualified Plan 14 Legal Matters 14 Experts 14 Taxes 14 Taxation of Allstate Life Insurance Company 14 Taxation of Fixed Annuities in General 14 Income Tax Withholding 17 Tax Qualified Contracts 17 Additional Considerations 22 Annual Reports and Other Documents 23 Annual Statements 23 Disclosure of Commission Position on Indemnification for Securities Act Liabilities 23 Reliance on Rule 12h-7 23 Market Value Adjustment 24 Appendix A - Information with Respect to the Registrant 25 Risk Factors 25


			Page
Withdrawal Charge			23
Withdrawal Charge Waiver			25
Premium Taxes			26
Payout Phase			26
Payout Phase			26
Payout Start Date			26
Amount Applied to Your Income Plan			27
Income Plans			27
Income Payments			28
Certain Employee Benefit Plans			28
Payments Upon Death			28
Death of Owner			28
Death of Annuitant			29
Death Proceeds			30
Other Information
More Information			31
Everlake Life			31
The Contract			31
Annuities Held within a Qualified Plan			32
Legal Matters			32
Experts			32
Taxes			32
Taxation of Allstate Life Insurance Company			32
Taxation of Fixed Annuities in General			32
Income Tax Withholding			35
Tax Qualified Contracts			35
Additional Considerations			42
Annual Reports and Other Documents			44
Annual Statements			44
Disclosure of Commission Position on Indemnification for Securities Act Liabilities			44
Reliance on Rule 12h-7			44
Appendix A – Determination of Interim Value Including Calculation of Fair Value Index			45
Appendix B – Determination of Values with Withdrawals			47
Appendix C – Information with Respect to the Registrant			47

2 PROSPECTUS


Important Terms

This prospectus uses a number of important terms with which you may not be familiar. The index below identifies the page that defines each term. Each term will appear in bold italics on the page on which it is first defined.

Page Accumulation Phase 3 Annuitant 6 Automatic Additions Program 7 Beneficiary 6 Cash Surrender Value 12 *Contract 6 Contract Owner ("You") 6 Contract Value 7 Due Proof of Death 12


			Page
Access Account Anniversary			12
Access Account Period			17
Access Account Value			16
Access Account Year			12
Accumulation Phase			8
Adjustment for the change in the Fair Value Index			13
Allstate Life			5
Annuitant			10
Bailout Provision			21
Beneficiary			10
Contract Anniversary			12
Contract			4
Contract Maturity Date			26
Contract Owner ("You")			5
Contract Year			12
Death Proceeds			28
Due Proof of Death			30
Fair Value Index			13
Income Plan			27
Index			18
Interim Value			14

	~~Page~~	Page
Guarantee Periods	8
Investment Option Interim Value		13
Income Plans	11
Investment Option Maturity Value		13
Issue Date	5
Investment Option Period		16
Market Value Adjustment	24
Investment Options		16
Payout Phase	11
Issue Date		8
Payout Start Date	11
Maturity Value		13
SEC	1
Maximum Access Account Performance Rate		5
Systematic Withdrawal Program	10
Minimum Access Account Performance Rate		5
Tax Qualified Contracts	17
Payout Phase		8
Payout Start Date		8
Performance		18
Preferred Withdrawal Amount		22
Purchase Payment		12
Right to Cancel		12
SEC		1
Systematic Withdrawal Program		23
Tax Qualified Contracts		35
The Maximum Investment Performance Rate		5
The Minimum Investment Performance Rate		5
Trial Examination Period		12
Withdrawal Request Amount		22

* In certain states a Contract is available only as a group Contract. In these states we issued you a certificate that represents your ownership and summarizes the provisions of the group Contract. References to “Contract” in this prospectus include certificates unless the context requires otherwise.

3 PROSPECTUS

~~The~~What ~~Contract~~is atthe aEverlake ~~Glance~~RightFit annuity?

~~The~~Everlake ~~following~~RightFit is a ~~snapshot~~single ofpremium ~~the~~deferred indexed linked annuity contract (Contract) issued by Everlake Life Insurance Company. ~~Please~~It ~~read~~provides ~~the~~investment ~~remainder~~options allowing you to balance a level of ~~this~~protection ~~prospectus~~and ~~for~~growth ~~more~~potential, ~~information~~up to a ceiling, in your investment portfolio.

~~Flexible~~During ~~Payments~~the WeInvestment ~~have~~Option ~~discontinued~~Period ~~offering~~you ~~new~~allocate ~~Contracts~~the single Purchase Payment into one or more Investment Options with differing levels of risk/return profiles. ~~You~~Withdrawals ~~can~~made ~~add~~during the Investment Option Period are subject to Withdrawal Charges or Adjustments for the change in the Fair Value Index. The Performance for each Investment Option is applied to your Contract daily based on the amount of increase or decrease in the Standard & Poor’s 500 Composite Stock Price Index, commonly known as the S&P 500 Index (“S&P 500 Index”) subject to ~~current~~the ~~limitations,~~minimum ~~but~~performance ~~each~~rates ~~payment~~and ~~must~~maximum performance rates. Your Performance may be atpositive, ~~least~~zero $1or negative,~~000.~~ ~~You~~it ~~must~~is ~~maintain~~possible afor ~~minimum~~you ~~account~~to ~~size~~lose a portion of ~~$1,000~~the Purchase Payment invested in the Contract.

~~Expenses~~At the end of the Investment Option Period, the values in your Investment Options are transferred to a single account, which allows you to withdraw some or all of your money at any time without incurring any Withdrawal Charges or Adjustments for the change in the Fair Value Index. You ~~will~~may ~~bear~~remain in the ~~following~~Access ~~expenses:~~Account until the Contract Maturity Date.

• A withdrawal charge of 6% on amounts withdrawn (with certain exceptions).

• A Market Value Adjustment (which can be positive or negative) for withdrawals except those taken during the 30 day period after the expiration of a Guarantee Period.

• State premium tax (if your state imposes one).

Guaranteed Interest The Contract offers fixed interest rates that we guarantee for specified periods we call “Guarantee Periods.” To find out what the current rates are on available Guarantee Periods, please call us at 1-800-654-2397.

Special Services For your convenience, we offer these special services:

• Automatic Additions Program;

• Systematic Withdrawal Program.

Income Payments The Contract offers three income payment plans:

• life income with or without guaranteed payments (5 to 30 years);

• a joint and survivor life income with or without guaranteed payments (5 to 30 years); or

• guaranteed payments for a specified period (5 to 30 years)

Death Proceeds If you or the Annuitant dies before the Payout Start Date, we will pay benefits as described in the Contract.

Withdrawals You may withdraw some or all of your Contract Value ("Contract Value") at any time prior to the Payout Start Date. If you withdraw Contract Value from a Guarantee Period before its maturity, a withdrawal charge, Market Value Adjustment, and taxes may apply. Withdrawals taken prior to annuitization (referred to in this prospectus as the Payout Phase) are generally considered to come from the earnings in the Contract first. If the Contract is tax-qualified, generally all withdrawals are treated as distributions of earnings. Withdrawals of earnings are taxed as ordinary income and, if taken prior to age 59 ½, may be subject to an additional 10% federal tax penalty.

4 PROSPECTUS


The Contract at a Glance

Preliminary Note Regarding Terms Used in the Prospectus

Here are some important terms you should understand before you go any further:

•The "Contract" is the Everlake RightFit annuity contract described in this prospectus.

•"We," "Us," "Our," and "Everlake Life" mean Everlake Life Insurance Company.

•"You," "Your," "Owner," and "Contract Owner" mean the person(s) who purchased the Everlake RightFit annuity contract.

The following is a snapshot of the Contract. It is intended to provide a basic overview of how the Contract functions. To fully understand the Contract you should read the entire prospectus.

Contract Type Single Premium Deferred Indexed Linked Annuity contract offering 5, 7 and 10 year Investment Option Period

Purchase Payment The amount you pay to purchase your Contract. The minimum Purchase Payment is $10,000.

Right to Cancel You may cancel your Contract within 10 days of receipt or any longer period as the state in which your Contract is issued may require. Upon cancellation, we will return your Interim Value or other value as the state in which your Contract is issued may require less any withdrawals. See Purchasing the Contract - Trial Examination Period for the full definition of Right to Cancel.

Phases of the Contract The Contract has two Phases:

•The Accumulation Phase, during which Performance is applied to your Contract based on the amount of increase or decrease in the S&P 500 Index, subject to the minimum performance rates and maximum performance rates. The Accumulation Phase includes the Investment Option Period, and the Access Account Period; and

•The Payout Phase, during which you receive payments under an Income Plan.

Performance Each Investment Option and the Access Account will have an individual rate of Performance based on the amount of increase or decrease in the S&P 500 Index subject to the specified minimum performance rates and a maximum performance rates.

The Minimum Investment Performance Rate (“Floor”) and the Minimum Access Account Performance Rate (“Floor”) are the lowest rates of Performance for an Investment Option and the Access Account that can be applied to your Contract in a Contract Year.

The Maximum Investment Performance Rate (“Ceiling”) and the Maximum Access Account Performance Rate (“Ceiling”) are the highest rates of Performance for an Investment Option and the Access Account that can be applied to your Contract in a Contract Year.

Investment Option Period The first period of the Accumulation Phase may be 5, 7, or 10 years in length, based on the Investment Option Period you select as shown on your Annuity Data Page. After the Issue Date, you can not change the length of the Investment Option Period.

5 PROSPECTUS

During the Investment Option Period:

•you participate in the performance of the S&P 500 Index through the Investment Options you choose.

•your Performance may be positive, negative or zero

•you may withdraw 10% of your Maturity Value each Contract Year without incurring a Withdrawal Charge

•you may reallocate your money among the Investment Options

•Withdrawals in excess of the Preferred Withdrawal Amount may incur Withdrawal Charges and an Adjustment for the Change in the Fair Value Index.

•If the Index is discontinued or the calculation materially changes, we may substitute it for another Index. For the Contract Year in which the Index is substituted, the performance will be calculated using the Index at the beginning of the Contract Year for the portion of the year it was effective and the substituted Index for the remainder of the Contract Year.

Investment Options We currently offer three Investment Options; each Investment Option is linked to the performance of the S&P 500 Index and has a specified Ceiling and Floor.

•ConservativeFit – Offers the lowest Ceiling and the Floor will always be 0.00%.

•ModerateFit – Offers a higher Ceiling and will have a negative Floor, currently - 4.00%; You have the risk of losing money.

•AggressiveFit – Offers highest Ceiling and the lowest Floor, currently -8.00%; You have the greatest risk of losing money.

The Floor may range between -15.00% and 0.00%.

The Ceiling may range between 0.00% and 25.00%.

You may contact your financial representative for current Floors and Ceilings.

The Ceiling for each Investment Option may increase or decrease on each Contract Anniversary, see Overview - How the Contract Works for more information. We intend to set the Ceilings for each Investment Option such that the Ceiling is higher based on risk level, but there is a not a minimum Ceiling for each Investment Options that would ensure that the higher risk investment options have a higher Ceiling. The Floor for each Investment Option may change on each Contract Anniversary and will never be less than the rate shown on your Annuity Data Page.

On each Contract Anniversary during the Investment Option Period you may choose to reallocate your money from one or more Investment Options to any available Investment Option within your Investment Option Period. Requests to transfer must be received no later than 5 days before the Contract Anniversary and will be effective on the Contract Anniversary. If you transfer from an Investment Option with a 0.0% Floor to an Investment Option with a negative Floor there is more potential your account value could decline if the Index declines during the next Contract Year.

Bailout Provision If the Ceiling for an Investment Option is set below the Bailout Rate shown on your Annuity Data Page, the Bailout Provision allows you to withdraw some or all of your Maturity Value from that Investment Option, during the 30 day period following the Contract Anniversary, without a Withdrawal Charge or Adjustment for the change in the Fair Value Index. See the Accumulation Phase - Bailout Provision for the full definition.

6 PROSPECTUS

Transfers On each Contract Anniversary during the Investment Option Period, you may transfer value from any Investment Option into other available Investment Options. This allows you to adjust the weight each Investment Option bears in your overall investment strategy for your Contract. We must receive notification of your election to transfer no later than 5 days before the Contract Anniversary.

Access Account Period The second period in the Accumulation Phase that runs from the expiration of the Investment Option Period until the Payout Start Date.

During the Access Account Period;

•you participate in the performance of the S&P 500 Index through your Access Account

•your Performance may be positive or zero

•your Floor will always be 0.00%

•you Ceiling will range between 0.00% and 15.00%

•you may withdraw some or all of your money without incurring any Withdrawal Charges or Adjustments for the Changes in the Fair Value Index.

You may contact your financial representative for the current Ceiling.

Access Account The Access Account is a liquid Account; you may withdraw some or all of your Access Account Value at any time without incurring a Withdrawal Charge or an Adjustment for the Change in the Fair Value Index.

The Ceiling for the Access Account may increase or decrease on each Contract Anniversary.

Preferred Withdrawal Amount During each Contract Year during the Investment Option Period, you may withdraw up to 10% of your Maturity Value without incurring any Withdrawal Charges or Adjustments for the change in the Fair Value Index.

Withdrawals You may withdraw some or all of your money at any time prior to your Payout Start Date. For a withdrawal taken during the Investment Option Period in excess of the Preferred Withdrawal Amount, a Withdrawal Charge and an Adjustment for the change in the Fair Value Index may apply.

Withdrawal Charge A percentage charge applied to withdrawals in excess of the Preferred Withdrawal Amount during the Investment Option Period. The maximum Withdrawal Charge is 12.00% for Contracts with applications signed before May 2, 2011 and 10.00% for Contract with applications signed on or after May 2, 2011. The maximum Withdrawal Charge is set at issue and decreases each Contract Year as outlined on your Annuity Data Page. See “Expenses – Withdrawal Charge”.

7 PROSPECTUS

Withdrawal Charge Waivers Withdrawal Charges will be waived for:

•withdrawals taken to satisfy IRS required minimum distribution rules;

•withdrawals that qualify for a waiver included in an endorsement to your Contract, such as:

•Inability to perform Activities of Daily Living;

•Confinement in Long Term Care Facility or Hospital;

•Terminal Illness;

•Unemployment.

Income Plan Currently, we offer a Life Income with Guaranteed Payment Period Income Plan. Your Guaranteed Payment Period may range from 0 to 240 months. If the Annuitant is age 90 or older on the Payout Start Date, the Guaranteed Period may range from 60 to 240 months.

Death Proceeds If you, or the Annuitant (if the Contract Owner is a non-natural person), die before the Payout Start Date, we will pay the Death Proceeds equal to the greatest of :

•Maturity Value, less taxes; or

•Interim Value, less Withdrawal Charges and taxes; or

•Purchase Payment, adjusted in the same proportion as the Interim Value is reduced upon a partial withdrawal, less any taxes.

* In certain states, a Contract is available only as a group Contract. In these states, we issued you a certificate that represents your ownership and summarizes the provisions of the group Contract. References to “Contract” in this prospectus include certificates unless the context requires otherwise.


How the Contract Works

The Contract ~~basically~~ works in ~~two~~three ways.

First, the Contract can help you (we assume you are the “Contract Owner”) save for retirement because you can invest in the Contract and generally pay no federal income taxes on any earnings until you withdraw ~~or otherwise access~~ them. You do this during what we call the “Accumulation Phase” of the Contract. The Accumulation Phase begins on the date we issue your Contract (~~we call that date the~~ “Issue Date”) and continues until the “Payout Start Date,” which is the date we apply your money to ~~provide~~an ~~income~~Income ~~payments~~Plan. ~~During~~The ~~the~~ Accumulation Phase, ~~you~~includes ~~may~~two ~~allocate~~periods, ~~your~~the ~~purchase~~Investment ~~payment~~Option toPeriod ~~any~~and ~~combination~~the ofAccess ~~available~~Account ~~Guarantee Periods~~Period. ~~You will earn a fixed rate of interest that we declare periodically.~~

~~Second,~~During the ~~Contract~~Investment ~~can~~Option ~~help~~Period, ~~you~~Performance ~~plan~~is ~~for~~applied ~~retirement~~to ~~because~~your ~~you~~Contract ~~can~~based ~~use~~on itthe toamount ~~receive~~of ~~retirement~~increase ~~income~~or ~~for~~decrease ~~life~~in ~~and/~~the orS&P ~~for~~500 aIndex, ~~pre‑set~~subject ~~number~~to ofthe ~~years~~Floor byand ~~selecting~~Ceiling ~~one~~ of the ~~income~~Investment ~~payment~~Options ~~options~~you ~~(we~~choose. ~~call~~The ~~these~~Ceiling ~~“Income~~may ~~Plans”)~~increase ~~described~~or atdecrease ~~“Income~~on ~~Payments~~each -Contract ~~Income Plans~~Anniversary.” ~~You~~Every ~~receive~~year ~~income~~on ~~payments~~the ~~during~~Contract ~~what~~Anniversary weyou ~~call~~have the ~~“Payout~~opportunity ~~Phase”~~to ofreallocate your money among the ~~Contract,~~Investment ~~which~~Options. ~~begins~~At onthe end of the ~~Payout~~Investment ~~Start~~Option ~~Date~~Period, ~~and~~the ~~continues~~values ~~until~~in weyour ~~make~~Investment Options are transferred to establish the ~~last~~Access ~~income~~Account. If ~~payment~~the ~~required~~publication byof the ~~Income~~S&P ~~Plan~~500 ~~you~~Index ~~select.~~is ~~During~~discontinued, or the ~~Payout~~calculation ~~Phase~~of that Index is materially changed, we ~~guarantee~~will ~~the~~substitute ~~amount~~another Index at our discretion and notify you of ~~your~~the ~~payments,~~change. For the Contract Year in which an Index is substituted, the performance will ~~remain~~be ~~fixed.~~calculated ~~The~~using ~~amount~~the ofapplicable ~~money~~Index ~~you~~at ~~accumulate~~the ~~under~~beginning ~~your~~of the Contract ~~during~~Year for the ~~Accumulation~~portion ~~Phase~~of the year it was effective and ~~apply~~the tosubstituted anIndex ~~Income~~for ~~Plan~~the remainder of the Contract Year. We will ~~determine~~not recalculate Index performance from the ~~amount~~beginning of ~~your~~an ~~income~~Investment ~~payments~~Option ~~during~~Period if a new Index is introduced in the ~~Payout~~middle ~~Phase~~of the period.

The Access Account is a liquid account linked to the performance of the S&P 500 Index which allows you to withdraw some or all of your money at any time without incurring any Withdrawal Charges or Adjustments for changes in the Fair Value Index. The Access Account has a specified Floor and Ceiling. The Floor for the Access Account will always be 0.00%. The Ceiling for the Access Account may increase or decrease on each Contract Anniversary. The Access Account does not allow you to allocate money to the Investment Options. You may remain in the Access Account until the Contract Maturity Date.

8 PROSPECTUS

The gain or loss experienced each Contract Year by the Investment Options and the Access Account is defined by the applicable Floor and the applicable Ceiling. It is important to understand that we may increase or decrease the Ceiling each Contract Year.

Second, the Contract helps you balance a level of protection and growth potential up to a ceiling in your portfolio. You can choose from one or more of the broad categories of risk protection and growth potential offered.

Third, the Contract can help you plan for retirement because you can use it to receive retirement income for life and/ or for a pre-set number of years by applying the Contract's value to an income plan, described at "Payout Phase - Income Plans." You receive income payments during what we call the “Payout Phase” of the Contract, which begins on the Payout Start Date and continues until we make the last income payment required by the Income Plan you select. During the Payout Phase, we guarantee the amount of your payments, which will remain fixed. The amount of money you accumulate under your Contract during the Accumulation Phase and apply to an Income Plan will determine the amount of your income payments during the Payout Phase.

The timeline below illustrates how you might use your Contract.

As the Contract Owner, you exercise all of the rights and privileges provided by the Contract. If you die, any surviving Contract Owner or, if none, the Vested Beneficiary will exercise the rights and privileges provided by the Contract. See “"The Contract.”" In addition, if you die before the Payout Start Date we will pay Death ~~Benefits~~Proceeds to ~~any surviving Contract Owner or, if there is none, to~~ your Beneficiary. (See ~~“Death~~"Payments ~~Benefits~~Upon Death.”")

Please call us at 1-800-~~654~~632-~~2397~~3492 if you have any questions about how the Contract works.

59 PROSPECTUS


The Contract

CONTRACT OWNER

~~Scheduled~~The ~~Annuity~~Everlake ~~Manager~~RightFit annuity is a contract between you, ~~the Contract Owner,~~ and ~~Allstate~~Everlake Life, a life insurance company. As ~~the~~ Contract Owner, you may exercise all of the rights and privileges provided to you by the Contract. That means it is up to you to select or change (to the extent permitted):

• the amount and timing of your withdrawals,

• the programs you want to use to withdraw money,

• the income payment plan you want to use to receive retirement income,

• the Annuitant (either yourself or someone else) on whose life the income payments will be based,

• the Beneficiary or Beneficiaries who will receive the benefits that the Contract provides when the ~~last~~sole ~~surviving~~ Contract Owner dies, and

• any other rights that the Contract provides.

IfYou ~~you~~may ~~die,~~not ~~any~~change ~~surviving~~the ~~Contract~~ Owner or, ifunless ~~none,~~ the ~~Beneficiary~~state ~~may~~in ~~exercise~~which ~~the~~your ~~rights and privileges provided to them by the~~ Contract. Ifwas ~~the~~issued ~~sole~~requires ~~surviving Contract Owner dies after the Payout Start Date, the Beneficiary will receive any guaranteed income payments scheduled to continue~~otherwise.

~~The~~Any ~~Contract~~request ~~cannot~~to beexercise ~~jointly~~ownership ~~owned~~rights bymust ~~both~~be asigned ~~non-living~~by ~~person~~all ~~and a living person~~Owners.

~~Changing~~If ~~ownership~~you ofdie, ~~this~~any surviving Contract ~~may~~Owner ~~cause~~or, ~~adverse~~if ~~tax~~none, ~~consequences~~the ~~and~~Vested Beneficiary may ~~not~~exercise bethe ~~allowed~~rights ~~under~~and ~~qualified~~privileges ~~plans.~~provided ~~Please consult with a competent tax advisor prior~~ to ~~making~~them aby ~~request~~the ~~for a change of~~ Contract ~~Owner~~.

The Contract ~~was~~cannot ~~available~~be ~~for~~jointly ~~purchase~~owned asby anboth ~~IRA~~a ornon-natural ~~TSA~~person ~~(also~~and ~~known as~~ a ~~403(b))~~natural person. ~~The~~No ~~endorsements~~Contract ~~required~~Owner ~~to qualify these annuities under the Internal Revenue Code of 1986, as amended ("Code")~~ may ~~limit~~be orolder ~~modify~~than ~~your~~80 ~~rights~~on ~~and privileges under~~ the ~~Contract.~~Issue ~~Allstate Life no longer issues TSA contracts~~Date.

The Contract can also be purchased as an IRA. The endorsements required to qualify these annuities under the Internal Revenue Code of 1986, as amended, ("Code") may limit or modify your rights and privileges under the Contract. We use the term "Qualified Contract" to refer to a Contract issued as an IRA, or with a qualified plan.

ANNUITANT

The Annuitant is the individual whose life determines the amount and duration of income payments (other than under Income Plans with guaranteed payments for a specified period). The Contract requires that there be an Annuitant at all times during the Accumulation Phase and on the Payout Start Date. The Annuitant must be a ~~living~~natural person. The Annuitant may not be older than 80 on the Issue Date.

You initially designate an Annuitant in your application. ~~You~~If you do not name an Annuitant, you (or the youngest Contract Owner, if there is more than one Contract Owner) will be the Annuitant ~~unless a different person is named~~. If the Contract Owner is a ~~living~~natural person, you may request, in a form satisfactory to us, to change the Annuitant at any time prior to the Payout Start Date ~~in a form satisfactory to us~~.

Once we accept your change request, any change will be effective on the date you sign the written request. We are not liable for any payment we make or other action we take before accepting any written request from you.

Once we receive your change request, any change will be effective at the time you sign the written notice. We are not liable for any payment we make or other action we take before receiving any written request from you.

You may designate a joint Annuitant, who is a second person on whose life income payments depend. If the Annuitant dies prior to the Payout Start Date, the new Annuitant will be the youngest Contract owner, unless the Contract owner names a different annuitant.

BENEFICIARY

~~The~~A Beneficiary is the person(s) ~~who~~you ~~may~~designate ~~elect~~ to receive certain benefits under the ~~death~~Contract. ~~benefit~~You may name one or ~~become~~more ~~the~~primary ~~new~~and contingent Beneficiaries when you apply for a Contract. ~~Owner~~The ~~subject~~primary toBeneficiary is the ~~Death~~person who may, in accordance with the terms of ~~Owner~~the ~~provision~~Contract, first become the Vested Beneficiary if the sole ~~surviving~~ Contract Owner dies before the Payout Start Date. If the sole ~~surviving~~ Contract Owner dies on or after the Payout Start Date, the ~~Beneficiaries~~primary Beneficiary will receive any guaranteed income payments scheduled to continue. A contingent Beneficiary is the person selected by the Contract Owner who will exercise the rights of the primary Beneficiary if all named primary Beneficiaries die before the death of the sole Contract Owner.

~~You~~Upon ~~may~~the ~~name~~death ~~one~~of orthe ~~more~~sole ~~Beneficiaries when you apply for a~~ Contract. ~~You may change or add Beneficiaries at any time~~Owner, ~~unless~~a ~~you have designated an irrevocable~~ Beneficiary. Webecomes ~~will provide~~ a ~~change~~Vested ofBeneficiary ~~beneficiary request form to be signed by you~~ and ~~filed~~obtains ~~with~~certain ~~us.~~rights ~~Until we receive your written request to change a Beneficiary, we are entitled to rely on the most recent Beneficiary information~~ in ~~our~~all ~~files. Once we accept your change request, any change will be effective on the date you sign the written request. We are not liable for any payment we make~~ or ~~other action we take before accepting any written request from you. Accordingly, if you wish to change your Beneficiary, you should deliver your written notice to us promptly. If the Contract Owner is~~ a ~~living~~share ~~person, we will determine the Beneficiary from the most recent request~~ of the ~~Contract~~Death ~~Owner~~Proceeds.

You may restrict income payments to Beneficiaries by providing us with a written request. Once we accept the written request, the restriction will take effect as of the date you signed the request. Any restriction is subject to any payment made by us or any other action we take before we accept the request.10 PROSPECTUS

~~6 PROSPECTUS~~You may change or add Beneficiaries at any time. We will provide a change of Beneficiary request form to be signed by you and filed with us. Until we receive your written request to change a Beneficiary, we are entitled to rely on the most recent Beneficiary information in our files. Once we accept your change request, any change will be effective on the date you signed the written request. We are not liable for any payment we make or other action we take before accepting any written request from you. Accordingly, if you wish to change your Beneficiary, you should deliver your written request to us promptly.

If the Contract Owner is a grantor trust, then the Beneficiary will be that same trust. If the Contract Owner is a non-living person other than a grantor trust, the Contract Owner is also the Beneficiary. If you did not name a Beneficiary, or if ~~the~~no named Beneficiary is ~~no longer~~ living when the sole ~~surviving~~ Contract Owner dies (unless otherwise provided in the Beneficiary designation), the new Beneficiary will be:

• your spouse (or person of equivalent legal status), or if he or she is no longer alive,

• your surviving children equally, or if you have no surviving children,

• your estate.

Children, as used in this prospectus, are natural and legally adopted children only, either minor or adult.

If more than one Beneficiary survives you, we will divide the ~~death~~Death ~~benefit~~Proceeds among the surviving Beneficiaries according to your most recent written instructions that we have accepted. If you have not given us written instructions in a form satisfactory to us, we will pay the ~~death~~Death ~~benefit~~Proceeds in equal amounts to the surviving Beneficiaries. If there is more than one Beneficiary in a class (e.g., more than one primary Beneficiary) and one of the Beneficiaries predeceases the Contract Owner, the remaining Beneficiaries in that class will divide the deceased Beneficiary's share in proportion to the original share of the remaining Beneficiaries.

For purposes of the Contract, in determining whether a ~~living~~natural person, including a Contract Owner, primary Beneficiary, contingent Beneficiary, or Annuitant (~~"Living~~“Natural Person A"”) has survived another ~~living~~natural person, including a Contract Owner, primary Beneficiary, contingent Beneficiary, or Annuitant (~~Living~~“Natural Person B"”), ~~Living~~Natural Person A must survive ~~Living~~Natural Person B by at least 24 hours. Otherwise, ~~Living~~Natural Person A will be conclusively deemed to have predeceased ~~Living~~Natural Person B.

MODIFICATION OF THE CONTRACT

Only an officer of Allstate Life may approve a change in or waive any provision of the Contract. Any change or waiver must be in writing. None of our agents has the authority to change or waive the provisions of the Contract. We may not change the terms of the Contract without your consent, except to conform the Contract to applicable law or changes in the law or except as otherwise permitted in the Contract. If a provision of the Contract is inconsistent with state law, we will follow state law.

ASSIGNMENT

~~You~~No ~~may~~Contract Owner has a right to assign any interest in a Contract as collateral or security for a loan, and we will not honor an assignment of an interest in ~~your~~a Contract as collateral or security for a loan. However, you may otherwise assign periodic income payments under the Contract prior to the Payout Start Date. No Beneficiary may assign benefits under the Contract until they are due. We will not be bound by any assignment until you sign it and file it with us. We are not responsible for the validity of any assignment. Federal law prohibits or restricts the assignment of benefits under many types of retirement plans and the terms of such plans may themselves contain restrictions on assignments. An assignment may also result in taxes or tax penalties. You should consult with an attorney before ~~assigning~~trying to assign your Contract.

WRITTEN REQUESTS AND FORMS IN GOOD ORDER

Written requests must include sufficient information and/ or documentation, and be sufficiently clear, to enable us to complete your request without the need to exercise discretion on our part to carry it out. You may contact our Customer Service Center to learn what information we require for your particular request to be in “"good order.”" Additionally, we may require that you submit your request on our form. We reserve the right to determine whether any particular request is in good order, and to change or waive any good order requirements at any time.

IfAny ~~you~~financial ~~have~~request ~~any questions~~(i.e., ~~please~~a ~~contact~~withdrawal request or a transfer request) that is received in good order and accepted by us by 3:00 PM Central Time on a business day will be processed on the same day we accept the request. If your financial ~~representative~~request oris ~~call~~accepted ~~our~~by ~~Customer~~us ~~Service~~after ~~Center~~3:00 atPM ~~1-800-755-5275~~on a business day, we will process your request on the next business day.

~~Purchases~~A ~~and~~"business ~~Contract~~day" ~~Value~~is each Monday through Friday that the New York Stock Exchange is open for business.

~~MINIMUM~~MODIFICATION ~~PURCHASE~~OF ~~PAYMENTS~~THE CONTRACT

~~All~~Only ~~subsequent~~an ~~purchase~~officer ~~payments~~of ~~must~~Everlake beLife atmay ~~least~~approve ~~$1,000~~a change in or waive any provision of the Contract. ~~You~~Any ~~may~~change ~~make~~or ~~purchase~~waiver ~~payments~~must atbe ~~any~~in ~~time~~writing. ~~prior~~None of our agents has the authority to change or waive the ~~Payout~~provisions ~~Start~~of ~~Date~~the Contract. We ~~reserve~~may not change the ~~right~~terms of the Contract without your consent, except to ~~limit~~conform the ~~maximum~~Contract ~~amount~~to ~~and~~applicable ~~number~~law or changes in the law or except as otherwise permitted in the Contract. If a provision of ~~purchase~~the ~~payments~~Contract is inconsistent with state law, we will ~~accept~~follow state law.

~~AUTOMATIC ADDITIONS PROGRAM~~11 PROSPECTUS

~~You~~Purchasing ~~may~~the ~~make subsequent purchases payments by automatically transferring money from your bank account Please call or write us for an enrollment form.~~Contract

~~ALLOCATION OF~~ PURCHASE ~~PAYMENTS~~PAYMENT

~~For~~The ~~each~~Purchase ~~purchase~~Payment ~~payment,~~is the amount you ~~must~~pay ~~select~~to apurchase ~~Guarantee~~your ~~Period~~Contract. AThe ~~Guarantee~~Everlake ~~Period~~RightFit is a ~~period~~single premium annuity that allows for only one Purchase Payment. Your Purchase Payment must be at least $10,000. Also, the total of ~~years~~all ~~during~~contracts ~~which~~and certificates you ~~will~~own ~~earn~~that aare ~~guaranteed~~issued ~~interest~~by ~~rate~~Everlake onLife ~~your~~or ~~money.~~any ~~You~~of ~~must~~our ~~allocate~~affiliates atmay ~~least~~not exceed $1 million,~~000~~ towithout ~~any~~our ~~one~~prior ~~Guarantee~~written ~~Period~~approval. atWe reserve the ~~time~~right ~~you~~to ~~make~~reject ~~your~~any ~~purchase~~application ~~payment~~ or ~~select~~waive athis ~~renewal~~limitation ~~Guarantee~~in ~~Period~~our sole discretion.

WeYour ~~will~~Purchase ~~apply~~Payment ~~your~~becomes ~~purchase~~part ~~payment~~of toour ~~the~~general ~~Guarantee~~account, ~~Period~~which ~~you~~supports ~~select~~our ~~within~~insurance 7and ~~days~~annuity obligations. The general account consists of our general assets other than those in segregated asset accounts. We have sole discretion to invest the ~~receipt~~assets of the ~~payment~~general ~~and~~account, ~~required~~subject ~~information~~to applicable law. You do not share in the investment experience of the general account.

~~CONTRACT~~ISSUE ~~VALUE~~DATE

~~Your~~We will issue your Contract ~~Value~~on atthe ~~any~~first ~~time~~Wednesday ~~during~~following the ~~Accumulation~~day ~~Phase~~we receive the last portion of the Purchase Payment. If we receive that payment on a Wednesday, we will issue your Contract on the following Wednesday. If the relevant market is ~~equal~~closed due to ~~the~~a ~~sum~~scheduled ofmarket closure on the ~~purchase~~Wednesday ~~payments~~when ~~you~~we would have ~~invested~~issued the Contract, we will issue the Contract on the last day that the market is open preceding that scheduled market closure. If the relevant market is closed due to a disruption in the ~~Guarantee~~markets ~~Periods,~~on ~~plus~~the ~~earnings~~Wednesday ~~thereon~~when we would have issued the Contract, ~~and~~we ~~less~~will ~~any~~issue ~~amounts~~the ~~previously~~Contract ~~withdrawn~~on the first Wednesday following the first day that the relevant market is open.

~~7 PROSPECTUS~~If you pay for the Contract by transferring or exchanging value from one or more sources (including transfers or exchanges from other annuities), we will not issue your Contract until after we have received the last transfer or exchange payment.

~~Guarantee~~If ~~Periods~~you notify us, in a form satisfactory to us, that we will not receive a transfer or exchange from one or more sources, and your Purchase Payment is still at least $10,000, then we will issue your Contract on the first Wednesday following the date we receive notification of the change.

~~Each~~You ~~payment~~will ~~allocated~~receive tono aownership ~~Guarantee Period earns~~ interest atin athe ~~specified~~Contract ~~rate~~or ~~that~~benefits weunder ~~guarantee.~~the WeContract ~~are~~and ~~currently~~no ~~offering~~Purchase ~~Guarantee~~Payment ~~Periods~~will ofbe 1,applied 3to ~~and~~any 5Investment ~~years~~Option, inuntil ~~length.~~after ~~In the future~~ we ~~may~~have ~~offer~~received ~~Guarantee~~the ~~Periods~~last oftransfer ~~different~~or ~~lengths~~exchange ~~ranging~~payment ~~from~~and 1you tohave 10completed ~~years~~all orother ~~stop~~purchase ~~offering some Guarantee Periods~~requirements.

~~Amounts~~ALLOCATION ~~allocated~~OF toTHE ~~Guarantee~~PURCHASE Periods become part of our general account, which supports our insurance and annuity obligations. The general account consists of our general assets other than those in segregated asset accounts. We have sole discretion to invest the assets of the general account, subject to applicable law. You do not share in the investment experience of the general account. Obligations under the Contract are subject to the financial strength and claims paying ability of Allstate Life, the registrant.PAYMENT

~~You~~On ~~must~~the application for the Contract, you select an Investment Option Period, and choose how to allocate atyour ~~least~~Purchase $1Payment to one or more Investment Options. On your Issue Date,~~000~~ your Purchase Payment is allocated to athe ~~Guarantee~~Investment Option Period atand the ~~time~~Investment Options as you ~~make~~specified aon ~~purchase~~the ~~payment~~application, orunless ~~select~~we receive notification, in a ~~renewal~~form ~~Guarantee~~satisfactory ~~Period~~to us, of any changes you would like to make before we have issued your Contract.

~~INTEREST~~All ~~RATES~~allocations must be in whole percentages that total 100% or in whole dollars. If the allocation to any Investment Option is less than the Investment Option Minimum Allocation Requirement, as shown on the Annuity Data Page, we will re-allocate your Purchase Payment proportionately from the other Investment Options to meet the Investment Option Minimum Allocation Requirement.

WeTRIAL ~~will~~EXAMINATION tell you what interest rates and Guarantee Periods we are offering at a particular time. We will not change the interest rate that we credit to a particular investment until the end of the relevant Guarantee Period. We may declare different interest rates for Guarantee Periods of the same length that begin at different times.PERIOD

WeYou ~~have~~may nocancel ~~specific~~your ~~formula~~Contract ~~for~~by ~~determining~~providing ~~the~~us ~~rate~~with ofwritten ~~interest~~notice ~~that~~within wethe ~~will~~Trial ~~declare~~Examination ~~initially~~Period, orwhich inis the ~~future.~~10 Weday ~~will~~period ~~set~~after ~~those~~you ~~interest~~receive ~~rates~~the ~~based~~Contract onor ~~investment~~such ~~returns~~longer ~~available~~period atas the ~~time~~state ofin ~~the~~which ~~determination.~~your InContract ~~addition,~~was weissued may ~~consider~~require. ~~various~~If ~~other~~you ~~factors~~exercise inthis ~~determining~~“Right ~~interest~~to ~~rates~~Cancel”, ~~including~~the ~~regulatory~~Contract terminates and ~~tax~~we ~~requirements,~~will ~~sales~~pay ~~commissions~~your ~~and~~Interim ~~administrative~~Value ~~expenses,~~(or ~~general~~other ~~economic~~value ~~trends,~~as ~~and~~the ~~competitive~~state ~~factors.~~in Wewhich ~~determine~~your ~~the~~Contract ~~interest~~is ~~rates~~issued tomay berequire), ~~declared~~less inthe ~~our~~amount ~~sole~~of ~~discretion~~any withdrawals. WeIf ~~can~~your ~~neither~~Contract ~~predict~~is ~~nor~~an ~~guarantee~~IRA ~~what~~under ~~those~~Code ~~rates~~Section 408(b), we will berefund inthe greater of the ~~future.~~Interim ~~For~~Value ~~current~~or ~~interest~~your ~~rate~~Purchase ~~information~~Payment, ~~please~~each ~~contact~~less ~~Allstate~~the ~~Life~~amount atof ~~1-800-654-2397~~any withdrawals.

~~HOW WE CREDIT INTEREST~~12 PROSPECTUS

WeContract will credit interest to your additional purchase payments from the date we receive them. We will credit interest daily to each amount allocated to a Guarantee Period at a rate that compounds to the annual interest rate that we declared at the beginning of the applicable Guarantee Period.Values

~~The~~Some ~~following~~more ~~example~~important ~~illustrates~~terms ~~how~~that awill ~~$10,000~~help ~~purchase~~you ~~payment~~understand ~~would~~the ~~grow,~~following ifsections ~~allocated~~of tothis aprospectus. 5“Contract ~~year~~Anniversary” ~~Guarantee~~is ~~Period,~~the ~~crediting~~anniversary aof ~~hypothetical~~the ~~4.5%~~Issue ~~annual~~Date ~~interest~~of ~~rate:~~the Contract.

Purchase Payment	$10,000
Guarantee Period	5 Years
Annualized Effective Interest Rate	4.50%

•“Contract Year” is a 365-day period (366 days for a leap year) beginning on the Issue Date and on each Contract Anniversary during the Investment Option Period.

End of Contract Year
	Year 1		Year 2		Year 3		Year 4		Year 5
Beginning Contract Value	$	10,000.00
× (1 + Annual Interest Rate)	1.045
	$	10,450.00
Beginning Contract Value			$	10,450.00
× (1 + Annual Interest Rate)			1.045
			$	10,920.25
Beginning Contract Value					$	10,920.25
× (1 + Annual Interest Rate)					1.045
					$	11,411.66
Beginning Contract Value							$	11,411.66
× (1 + Annual Interest Rate)							1.045
							$	11,925.19
Beginning Contract Value									$	11,925.19
× (1 + Annual Interest Rate)									1.045
									$	12,461.82

•“Access Account Anniversary” is the anniversary of the date the Access Account is established.

~~Total~~•“Access ~~Interest~~Account ~~Credited~~Year” ~~During~~is ~~Guarantee~~a ~~Period~~365-day =period ~~$2,461.82~~ (~~$12,461.82-$10,000~~366 days for a leap year) beginning on the date the Access Account is established and on each Access Account Anniversary.

~~This~~Several ~~example~~different ~~assumes~~values noare ~~withdrawals~~calculated ~~during~~for the ~~entire 5 year Guarantee Period~~Contract. If you were to make a partial withdrawal, you may be required to pay a withdrawal charge. In addition, the amount withdrawn may be increased or decreased by a Market Value Adjustment that reflects changes in interest rates since the time you invested the amount withdrawn (see "Market Value Adjustment"). The ~~hypothetical~~timing ~~annual interest rate is for illustrative purposes only~~ and ispurpose ~~not~~of ~~intended to predict future interest rates to be declared under~~ the ~~Contract.~~various ~~Actual~~calculations ~~interest~~are ~~rates~~described ~~declared for any given Guarantee Period may be more or less than shown above but will never be less than the guaranteed minimum rate stated in the Contract~~below.

~~8 PROSPECTUS~~INVESTMENT OPTION MATURITY VALUE

The Investment Option Maturity Value is an amount that is used in certain withdrawal and Death Proceed calculations. The value reflects a starting amount and increases or decreases with Investment Option Performance over time. This may adversely affect the amount that can be withdrawn. The value is calculated daily during the Investment Option Period. The value is calculated in the same manner for all Investment Options by the following formula prior to any withdrawals on that date:

~~RENEWALS~~Investment Option Maturity Value = A × (1+ B), where

WeA ~~will~~= ~~mail~~On ~~you~~the aIssue ~~notice~~Date, atthis ~~least~~amount 10equals ~~days prior to~~ the ~~end~~portion of ~~each Guarantee Period, informing you of~~ the ~~options~~Purchase ~~available~~Payment allocated to ~~you~~that ~~for~~particular ~~the~~Investment ~~expiring Guarantee Period~~Option. ~~During the 30-day period after the end of the Guarantee Period, you may:~~

1)Thereafter, ~~Take~~this noamount ~~action.~~equals Wethe ~~will~~Investment ~~automatically~~Option ~~apply~~Maturity ~~your~~Value ~~money~~as ~~to a new Guarantee Period~~ of the ~~same~~later ~~length~~of as the ~~expiring~~Issue ~~Guarantee Period~~Date, ~~or if unavailable, into a Guarantee Period of~~ the ~~next~~last ~~shortest~~day ~~term~~on ~~currently~~which ~~offered.~~a ~~The~~withdrawal ~~new~~was ~~Guarantee~~taken, ~~Period~~or ~~will~~the ~~begin~~beginning onof the ~~day~~current ~~the~~Contract ~~previous Guarantee Period ends~~Year. ~~The new interest rate will be our then current declared rate for a Guarantee Period of that length; or~~

2)If ~~Instruct~~the usvaluation todate ~~apply~~is ~~your~~a ~~money~~Contract toAnniversary, ~~one~~this oramount ~~more~~equals ~~new~~the ~~Guarantee~~Investment ~~Periods~~Option ~~that~~Maturity ~~may~~Value beas ~~available.~~of ~~The new Guarantee Period(s) will begin on~~ the ~~day the~~ previous ~~Guarantee~~Contract ~~Period(s) ends~~Anniversary. ~~The new interest rate for each new Guarantee Period will be our then current declared rates for that Guarantee Period; or~~

3)B ~~Withdraw~~= ~~all~~Investment orOption aPerformance ~~portion of your money from the expired Guarantee Period without incurring a Market Value Adjustment~~ (or a withdrawal charge to the extent of the Free Withdrawal Amount). Amounts withdrawn will be deemed withdrawn on the day the Guarantee Period expired. Amounts not withdrawn will be applied to a new Guarantee Period of the same length as ~~the~~described ~~previous~~in ~~Guarantee Period, or if available, into a Guarantee Period of~~ the ~~next~~"Performance" ~~shortest term currently offered. The new Guarantee Period will begin on the day the previous Guarantee Period ends.~~section)

~~Preferred~~MATURITY ~~Withdrawal Amount~~VALUE

~~Market~~The Maturity Value ~~Adjustment.~~is ~~All~~the ~~withdrawals~~total ~~from~~amount aof ~~Guarantee~~Investment ~~Period,~~Option ~~other~~Maturity ~~than~~Values ~~those~~among ~~taken within~~ the ~~first~~various 30Investment ~~days~~Options. ofThe avalue ~~renewal~~is ~~Guarantee~~calculated ~~Period,~~by ~~are~~adding ~~subject~~up tothe aInvestment ~~Market~~Option ~~Value~~Maturity ~~Adjustment~~Values. AThe ~~Market~~Maturity Value ~~Adjustment~~is ~~may~~calculated ~~also apply upon payment of a death benefit under a Contract and when you apply amounts currently invested in a Guarantee Period to an Income Plan (other than~~ during the ~~30-day~~Investment ~~period~~Option ~~described above)~~Period.

WeThe ~~will~~Maturity ~~not~~Value ~~apply~~is ~~the~~used ~~Market~~as ~~Value~~a ~~Adjustment~~basis tofor ~~withdrawals~~calculating ~~you~~certain ~~make~~features of the Contract, including, but not limited to:

•the toPreferred ~~satisfy~~Withdrawal ~~IRS minimum distribution rules for the Contract~~Amount; or

• ~~within~~ the ~~“Preferred~~Interim ~~Withdrawal Amount,” described under “Expenses” below.~~Value;

~~We apply~~ •the ~~Market~~RMD ~~Value~~Withdrawal ~~Adjustment~~Amount, to reflect changes in interest rates from the time you first allocate money to a Guarantee Period to the time you remove it from that Guarantee Period. We calculate the Market Value Adjustment by comparing the Treasury Rate for a period equal to the Guarantee Period at its inception to the Treasury Rate for a period equal to the time remaining in the Guarantee Period when you remove your money. “Treasury Rate” means the U.S. Treasury Note Constant Maturity Yield as reported in Federal Reserve Board Statistical Release H.15.and;

~~The~~•certain ~~Market~~Death ~~Value~~Proceeds ~~Adjustment may be positive or negative, depending on changes in interest rates~~amounts. As such, you bear the investment risk associated with changes in interest rates. If interest rates increase significantly from the time you make a purchase payment, the Market Value Adjustment, any applicable withdrawal charge, premium taxes, and income tax withholding (if applicable) could reduce the amount you receive upon full withdrawal of your Contract Value to an amount that is less than the sum of your purchase payments plus interest earned under your Contract.

~~Generally,~~The ifMaturity ~~the~~Value ~~Treasury Rate at the time you allocate money to a Guarantee Period~~ is ~~lower~~available ~~than~~as ~~the applicable current Treasury Rate for~~ a ~~period~~cash ~~equal~~value toonly ~~the time remaining in the Guarantee Period, then the Market Value Adjustment will result in a lower amount payable to you. Conversely, if the Treasury Rate~~ at the ~~time~~end ~~you~~of ~~allocate money to a Guarantee Period is higher than~~ the ~~applicable~~Investment ~~current~~Option ~~Treasury Rate, then the Market Value Adjustment will result in a higher amount payable to you~~Period.

~~For~~INVESTMENT ~~example,~~OPTION ~~assume~~INTERIM that you purchase a Contract and select an initial Guarantee Period of 5 years and the Treasury Rate for that duration is 4.50%. Assume that at the end of 3 years, you make a partial withdrawal in excess of the Preferred Withdrawal Amount. If, at that later time, the current Treasury Rate for a 2 year period is 4.00%, then the Market Value Adjustment will be positive, which will result in an increase in the amount payable to you. Conversely, if the current Treasury Rate for the 2 year period is 5.00%, then the Market Value Adjustment will be negative, which will result in a decrease in the amount payable to you.VALUE

The ~~formula~~Investment Option Interim Value is similar to the Investment Option Maturity Value, but it also has consideration for ~~calculating~~a ~~Market~~Fair Value ~~Adjustments~~Index. The value is ~~set~~used ~~forth~~in oncertain onwithdrawal, ~~page~~Income 25Plan, ofand ~~this~~Death ~~prospectus,~~Proceed ~~which~~calculations. ~~also~~Both ~~contains~~the ~~additional~~Investment ~~examples~~Option ofPerformance and Fair Value Index can adversely affect the ~~application~~amount ofthat can be withdrawn. The value is calculated daily during the ~~Market~~Investment Option Period. The value is calculated in the same manner for all Investment Options by multiplying the Investment Option Maturity Value by the Adjustment for changes in the Fair Value Index using the following formula prior to any withdrawals on that date.

13 PROSPECTUS

Investment Option Interim Value = A × (1+B) × C, where

A = On the Issue Date, this amount equals the portion of the Purchase Payment allocated to that particular Investment Option.

Thereafter this amount equals the Investment Option Maturity Value as of the later of the Issue Date, the last day on which a withdrawal was taken, or the beginning of the current Contract Year.

If the valuation date is a Contract Anniversary, this amount equals the Investment Option Maturity Value as of the previous Contract Anniversary.

B = Investment Option Performance, as described in the "Performance" section.

C = The Adjustment for changes in the Fair Value Index, calculated as ((1+D)/(1+E))^F, where

D = The Fair Value Index, computed as of the Issue Date, based upon the U.S. Constant Maturity Treasury rate of a length corresponding to the applicable Investment Option Period you selected plus the Option Adjusted Spread of the Barclays Capital U.S. Corporate Investment Grade Index.

E = The Fair Value Index, computed as of the current date, based upon the U.S. Constant Maturity Treasury rate of a length corresponding to the applicable Investment Option Period you selected plus the Option Adjusted Spread of the Barclays Capital U.S. Corporate Investment Grade Index.

F = Number of whole and partial years from the current date until the end of the applicable Investment Option Period you selected. If E does not correspond to the length of an observed financial instrument as defined in the Fair Value Index, we will linearly interpolate based on the values of observed financial instruments, of maturities closest to F, to determine D and E above.

An example of this calculation can be found in Appendix A.

The Investment Option Maturity Value has limits on how much the value can change up or down. This is achieved through the Ceiling and Floor, and it is described in the Performance section of the Prospectus. The Investment Option Interim Value only has a limit on how much the value can increase. There is no corresponding limit to how much the value can decrease. The Investment Option Interim Value will not be greater than the Investment Option Maturity Value at the beginning of the Contract Year multiplied by (1 + the Ceiling); however, the Investment Option Interim Value may be less than the Investment Option Maturity Value at the beginning of the Contract Year multiplied by (1 + the Floor). In other words, a change in the Fair Value Index cannot increase your Investment Option Interim Value higher than the Investment Option Maturity Value would be increased by a Performance Rate equal to the Ceiling. However, a change in the Fair Value Index may decrease your Investment Option Interim Value lower than the Investment Option Maturity Value would be affected by a Performance Rate equal to the Floor.

The Investment Option Interim Value is applicable only during the Investment Option Period.

INTERIM VALUE

The Interim Value is the sum of the Investment Option Interim Values. The Interim Value is calculated during the Investment Option Period.

The Interim Value is used to calculate certain features of the Contract, including, but not limited to:

•the amount available for withdrawals in excess of the Preferred Withdrawal Amount;

•the amount applied to an Income Plan; and

•certain Death Proceeds amounts.

Fair Value Index. The Fair Value Index is used to estimate the current value of Everlake’s obligations. A change in the Fair Value Index will adjust the amount of your Investment Option Interim Value; this is referred to as the Adjustment for the change in the Fair Value Index. It may increase or decrease the amount available to apply to an Income Plan, as Death Proceeds, or upon surrender. The Fair Value Index and the Adjustment for the change in the Fair Value Index are used only during the Investment Option Period. As explained below, whether you have a positive or negative Adjustment for the change in the Fair Value Index depends in significant part on bond market conditions at the time of the Adjustment for the change in the Fair Value Index compared to bond market conditions at the time of the beginning of the Investment Option Period.

All withdrawals are subject to Adjustments for the change in the Fair Value Index, unless expressly exempted. The following withdrawals are exempt from a change in the Fair Value Index:

•withdrawals you make to satisfy IRS minimum distribution rules for the Contract;

•withdrawals made within the Preferred Withdrawal Amount, described under "Expenses";

•withdrawals made under the Bailout Option;

14 PROSPECTUS

We calculate the Fair Value Index using the U.S. Constant Maturity Treasury rate with a length corresponding to the

applicable Investment Option Period you selected plus the Option Adjusted Spread of the Barclays Capital U.S. Corporate Investment Grade Index. The Option Adjusted Spread is the yield spread that when added to the risk-free rate (U.S. Treasury rates) represents the price of a bond in the market. In other words, it is the difference between the yield of a security that pays fixed interest payments (a corporate bond for example) and the current U.S. Treasury rates, which represents the rate of return on a risk-free investment. The formula for calculating the Fair Value Index and the Adjustment for the change in the Fair Value Index is set forth in the Contract Value section.

The Adjustment for the change in the Fair Value Index may be positive or negative, depending on changes in the Fair Value Index from the Issue Date to the date we calculate the Investment Option Interim Value (see Appendix A). Generally, if the Fair Value Index on the Issue Date is lower than the current Fair Value Index on the date we calculate the Investment Option Interim Value, then the amount payable to you will decrease. Conversely, if the Fair Value Index on the Issue Date is higher than the current Fair Value Index on the date we calculate the Investment Option Interim Value, then the amount payable to you will increase.

For example, assume that you purchase a Contract and the Fair Value Index on the day you purchase the Contract is 4.50%. Assume that at the end of 3 years, you make a partial withdrawal in excess of the Preferred Withdrawal Amount. If, at that later time, the Fair Value Index is 4.00%, then the Adjustment for the change in the Fair Value Index will be positive, which will increase the amount payable to you. However, if the Fair Value Index is 5.00%, then the Adjustment for the change in the Fair Value Index will be negative, which will decrease the amount payable to you. The hypothetical Fair Value Index is for illustrative purposes only and is not intended to predict future Fair Value Index rates under the Contract. The actual Fair Value Index may be more or less than shown above, and in recent years it generally has been lower in a generally low interest rate environment.

The Adjustment for the change in the Fair Value Index also depends upon the amount of time remaining prior to the end of the current Investment Option Period. The formula for calculating the Fair Value Index and the Adjustment for the change in the Fair Value Index is set forth in the Contract Values section, and Appendix A to this prospectus contains additional examples showing how the Adjustment for the change in the Fair Value Index is applied to your Contract.

Once your Contract is issued, the same indices will be used for the duration of your Contract. However, if the publication of any index is discontinued, or the calculation of the index is materially changed, we will substitute a suitable index which will be used for the entire then-current Contact Year and notify you of the change.

We may offer additional indices at our discretion.

The Everlake RightFit annuity is not sponsored, endorsed, sold or promoted by Barclays Capital. Barclays Capital makes no representation or warranty, express or implied, to the owners of Everlake RightFit annuity or any member of the public regarding the advisability of investing in securities generally or in Everlake RightFit annuity particularly or ability of the Barclays Capital Indices, including without limitation, the Barclay’s Capital U.S. Corporate Investment Grade Index, to track general bond market performance. Barclays Capital’s only relationship to Everlake Life Insurance Company is the licensing of the Barclay’s Capital U.S. Corporate Investment Grade Index which is determined, composed and calculated by Barclays Capital without regard to Everlake Life Insurance Company or the Everlake RightFit annuity. Barclays Capital has no obligation to take the needs of Everlake Life Insurance Company or the owners of the Everlake RightFit annuity into consideration in determining, composing or calculating the Barclay’s Capital U.S. Corporate Investment Grade Index. Barclays Capital is not responsible for and has not participated in the determination of the timing of, prices at, or quantities of the Everlake RightFit annuity to be issued or in the determination or calculation of the equation by which the Everlake RightFit annuity is to be converted into cash. Barclays Capital has no obligation or liability in connection with the administration, marketing or trading of the Everlake RightFit annuity.

BARCLAYS CAPITAL DOES NOT GUARANTEE THE QUALITY, ACCURACY AND/OR THE COMPLETENESS OF THE BARCLAYS CAPITAL INDICES, OR ANY DATA INCLUDED THEREIN, OR OTHERWISE OBTAINED BY ALLSTATE LIFE INSURANCE COMPANY, OWNERS OF THE EVERLAKE RIGHTFIT ANNUITY OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE BARCLAYS CAPITAL INDICES, INCLUDING WITHOUT LIMITATION, THE BARCLAY’S CAPITAL U.S. CORPORATE INVESTMENT GRADE INDEX, IN CONNECTION WITH THE RIGHTS LICENSED HEREUNDER OR FOR ANY OTHER USE. BARCLAYS CAPITAL MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE INDICES, INCLUDING WITHOUT LIMITATION, THE BARCLAY’S CAPITAL U.S. CORPORATE INVESTMENT GRADE INDEX, OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL BARCLAYS CAPITAL HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

15 PROSPECTUS

ACCESS ACCOUNT VALUE

The Access Account Value is calculated daily during the Access Account Period. It is used as a basis for calculating all features of the Contract during the Access Account Period.

The Access Account Value is calculated by the following formula prior to any withdrawals on that date:

Access Account Value = A × (1+B), where

A = At establishment:

•The Maturity Value, if the establishment of the Access Account Period occurs at the expiration of the Investment Option Period.

•The Death Proceeds, if the establishment of the Access Account Period occurs pursuant to the selection of a Death Proceeds payment option (see Death Proceeds).

Thereafter, this amount equals the Access Account Value as of the later of the last day on which a withdrawal was taken or the beginning of the current Access Account Year.

If the valuation date is an Access Account Anniversary, this amount equals the Access Account Value as of the previous Access Account Anniversary.

B = Access Account Performance, as described in the "Performance" section.


Accumulation Phase

The Accumulation Phase is the first of the two phases of your Contract. The Accumulation Phase starts on the Issue Date and continues until the Payout Start Date. During the Accumulation Phase, you will participate in the performance of one or more specified index(es).

The Accumulation Phase is composed of two periods, the first is the Investment Option Period and the second is the Access Account Period.

INVESTMENT OPTION PERIOD

We currently offer 5, 7, and 10 year Investment Option Periods. You may select one Investment Option Period for your Contract. The length of Investment Option Period you select will be shown on your Annuity Data Page. You may not change the Investment Option Period after the Issue Date.

The Investment Option Period begins on the Issue Date and ends on the earlier of the expiration of the length of the Investment Option Period that you selected or the Payout Start Date.

During the Investment Option Period:

•your money is allocated to one or more Investment Option(s) you select;

•Performance is linked to the S&P 500 Index and subject to the specified Floor and Ceiling for the Investment Options you choose;

•you may reallocate your money on each Contract Anniversary from one or more Investment Options to any available Investment Option. Requests to transfer must be received no later than 5 days before the Contract Anniversary and will be effective on the Contract Anniversary (see Transfers);

•you may withdraw up to 10% of your Maturity Value without incurring any Withdrawal Charges or Adjustments for changes in the Fair Value Index (see Preferred Withdrawal Amount);

•withdrawals in excess of your Preferred Withdrawal Amount may incur Withdrawal Charges and Adjustments for changes in the Fair Value Index (See Expenses and Fair Value Index);

INVESTMENT OPTIONS

The Investment Options are designed to provide a combination of a level of protection against market declines and growth potential up to a ceiling. Each Investment Option has a risk and potential reward profile associated with it. The greater the risk, the higher the potential reward.

We currently offer three Investment Options; each Investment Option is linked to the performance of the S&P 500 Index and has a specified Floor and Ceiling.

16 PROSPECTUS

•Conservative Fit – Offers the lowest Ceiling and a Floor that will always be 0.00%.

•Moderate Fit – Offers a higher Ceiling and a Floor that may be negative, currently -4.00%. You have the risk of losing money.

•Aggressive Fit – Offers the highest Ceiling and the lowest Floor, currently -8.0%. You have the greatest risk of losing money.

The Ceiling for each Investment Option may increase or decrease on each Contract Anniversary. For the Moderate Fit and Aggressive Fit options, the Floor may range from -15.00% to 0.00%. For all Options, the Ceiling will range from 0.00% to 25.00%. We intend to set the Ceilings for each Investment Option such that the Ceiling is higher based on risk level, but there is a not a minimum Ceiling for each Investment Options that would ensure that the higher risk investment options have a higher Ceiling. All Ceiling and Floor rates are set on an annual basis.

You may contact your financial representative for current Floors and Ceilings.

On each Contract Anniversary during the Investment Option Period you may choose to reallocate your money from one or more Investment Options to any available Investment Option. Requests to transfer must be received no later than 5 days before the Contract Anniversary and will be effective on the Contract Anniversary. We will send you a notice 30 days before the Contract Anniversary indicating the Contract Anniversary is coming up and you should contact your financial representative for a review. The notice will provide deadlines for certain account activities.

Amounts you allocate to the various Investment Options may grow in value, decline in value or grow less than you expect, depending on the performance of the Index and applicable floor and ceiling rates of the new Investment Options. Future performance will reflect the new allocation of funds to the various Investment Options and the respective floor and ceiling rates as of the Contract Anniversary. Withdrawals are taken in the proportion that each Investment Option bears to the total.

For example, if you transfer from the Conservative Fit with a 0.0% Floor to the Aggressive Fit with a -8.0% Floor your Access Account Value would become subject to a decline if the Index declines during the next Contract Year. Conversely, if you transfer from the Aggressive Fit with a -8.0% Floor to the Moderate Fit with a -4.0% Floor the level of potential loss is reduced due to the difference in the Floor.

We reserve the right in our sole discretion to add or to restrict transfers into any Investment Option.

The Investment Options are available only during the Investment Option Period.

At the expiration of the length of the Investment Option Period your Maturity Value will be transferred to establish the Access Account. Once the Access Account is established, you may:

•Remain in the Access Account until your Payout Start Date; or

•Apply the Maturity Value to an Income Plan; or

• Surrender your Contract.

You must notify us of your election no later than 30 days prior to the expiration of the Investment Option Period, in a form acceptable to us, of your election. If we do not receive such notification, you will be deemed to have elected to transfer your Maturity Value to the Access Account.

ACCESS ACCOUNT PERIOD

The Access Account Period begins at the end of the Investment Option Period and ends on the Payout Start Date.

The Access Account Period is established when:

•You elect, or are deemed to have elected, to transfer the Maturity Value to establish the Access Account; or

•Option A or Option B is selected upon the death of the Contract Owner, or Option A is selected upon the death of the Annuitant.

During the Access Account Period:

•your money is allocated to the Access Account;

•Performance is linked to the S&P 500 Index and subject to the Floor and Ceiling of the Access Account;

•The Floor will always be 0.00%;

•You may withdraw some or all of your money prior to your Payout Start Date without incurring any Withdrawal Charges or Adjustments for changes in the Fair Value Index.

17 PROSPECTUS

You may contact your financial representative for current Floor and Ceiling.

At the expiration of the Access Account Period, you must elect to do one of the following:

•Apply the Access Account Value to an Income Plan; or

•Surrender the Contract.

You must notify us of your election no later than 30 days prior to the expiration of the Access Account Period, in a form acceptable to us. If we do not receive such notification, you will be deemed to have elected to apply your Access Account Value to Income Plan 1, life income with guaranteed payments for 120 months, and we will make payments in accordance with that Income Plan.

PERFORMANCE

The Performance is the percentage your Investment Option Maturity Values and Access Account Value will increase or decrease each Contract Year or Access Account Year.

Currently, the Investment Option Performance and the Access Account Performance are calculated in the same manner, and are collectively referred to as “Performance”.

The Performance is calculated and applied daily by the following formula where both A and B are subject to the Maximum and Minimum Index Values described below:

Performance = A / B -1, where

A = Index value as of that date.

B = Index value as of the later of the Issue Date, the last date on which a withdrawal was taken, or the beginning of the current Contract Year or Access Account Year, as applicable.

Minimum = Index value at the beginning of the current Contract

Index Year or Access Account Year, as applicable X (1+ the

Value Floor).

If the valuation date is a Contract Anniversary or Access Account Anniversary, the index value equals the index value as of the previous Contract Anniversary or Access Account Anniversary.

Maximum = Index value at the beginning of the current Contract

Index Year or Access Account Year, as applicable, X (1+ the

Value Ceiling).

If the valuation date is a Contract Anniversary or Access Account Anniversary, the index value equals the index value as of the previous Contract Anniversary or Access Account Anniversary.

For purposes of the calculation above, if either A or B is less than the Minimum Index Value, then that value(s) will be replaced by the Minimum Index Value in the calculation.

If either A or B is greater than the Maximum Index Value, then that value(s) will be replaced by the Maximum Index Value in the calculation.

Example: Assume the Index value at the beginning of the current contract year is 1000, and the Index value as of the calculation date is 1200. The Floor is -5.00% and the Ceiling is 8.00%. The Minimum Index Value is 1000 x -5.00% = 950. The Maximum Index Value is 1000 x 8.00% = 1080. Since 1200 is greater than the Maximum Index Value, we will use the Maximum Index Value for (A) in the Performance calculation. Performance = 1080 / 1000 - 1 = 8.00%.

INDEX

The Contract uses the movement of an Index as a basis to calculate the performance for the Contract. The Index for your Contract will be shown on your Annuity Data Page. The Index value for a particular day is the value published at the end of that day, computed to the nearest 1/100th of a point. If the Index is not published that day due to scheduled market closure, the first preceding published Index value will apply. If the Index is not published on a particular day due to a disruption in the markets, the Index value for that day will be the value of the Index at the end of the first business day that the Index value is published after said disruption.

Once your Contract is issued, the same Index will be used for the duration of your Contract. However, if the publication of that Index is discontinued, or the calculation of that Index is materially changed, we will substitute a suitable index that will be used to the entire then-current Contact Year and notify you of the change.

18 PROSPECTUS

We currently offer the following Index:

The Standard and Poor’s 500 Composite Stock Price Index, commonly known as the S&P 500 Index (“S&P 500 Index”)

We may use additional indices for new Contracts at our discretion.

The Everlake RightFit annuity is not sponsored, endorsed, sold or promoted by Standard & Poor’s ( S&P ) or its third party licensors. Neither S&P nor its third party licensors makes any representation or warranty, express or implied, to the owners of the Everlake RightFit annuity or any member of the public regarding the advisability of investing in securities generally or in the Everlake RightFit annuity particularly or the ability of the S&P 500 Index (the Index ) to track general stock market performance. S&P’s and its third party licensors’ only relationship to Everlake Life Insurance Company is the licensing of the Index and certain trademarks and trade names of S&P and the third party licensors. The Index is determined, composed, and calculated by S&P or its third party licensors without regard to Everlake Life or Everlake RightFit annuity. S&P and its third party licensors have no obligation to take the needs of Everlake Life or the owners of the Everlake RightFit annuity into consideration in determining, composing, or calculating the Index. Neither S&P nor its third party licensors are responsible for and has not participated in the determination of the prices and amount of the Everlake RightFit annuity or the timing of the issuance or sale of the Everlake RightFit annuity or in the determination or calculation of the equation by which the Everlake RightFit annuity is to be converted into cash. S&P has no obligation or liability in connection with the administration, marketing or trading of the Everlake RightFit annuity.

S&P DOW JONES INDICES DOES NOT GUARANTEE THE ADEQUACY, ACCURACY, TIMELINESS AND/OR THE COMPLETENESS OF THE "STANDARD AND POOR’S 500® COMPOSITE STOCK PRICE INDEX" OR ANY DATA RELATED THERETO OR ANY COMMUNICATION, INCLUDING BUT NOT LIMITED TO, ORAL OR WRITTEN COMMUNICATION (INCLUDING ELECTRONIC COMMUNICATIONS) WITH RESPECT THERETO. S&P DOW JONES INDICES SHALL NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS, OR DELAYS THEREIN. S&P DOW JONES INDICES MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE OR AS TO RESULTS TO BE OBTAINED BY US, OWNERS OF THE PRODUCT, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE "STANDARD AND POOR’S 500® COMPOSITE STOCK PRICE INDEX" OR WITH RESPECT TO ANY DATA RELATED THERETO. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT WHATSOEVER SHALL S&P DOW JONES INDICES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, TRADING LOSSES, LOST TIME OR GOODWILL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE. THERE ARE NO THIRD PARTY BENEFICIARIES OF ANY AGREEMENTS OR ARRANGEMENTS BETWEEN S&P DOW JONES INDICES AND US, OTHER THAN THE LICENSORS OF S&P DOW JONES INDICES.

“Standard & Poor’s®”, S&P® and S&P 500® , “Standard & Poor’s 500” and “500” are trademarks of Standard & Poor’s and have been licensed for use by Everlake Life.

19 PROSPECTUS

HOW WE APPLY PERFORMANCE

We will apply the Performance to your Contract daily. Performance will depend on the Ceiling and Floor of the Investment Options you choose or of the Access Account. The Performance will be calculated as shown in the Performance section above.

If the Performance for any Investment Option or the Access Account is equal to or greater than the Ceiling for that Investment Option or Access Account, your Performance will equal the Ceiling for that Investment Option or Access Account.

If the Performance for any Investment Option or the Access Account is less than the Ceiling for that Investment Option or the Access Account and greater than the Floor for that Investment Option or the Access Account, your Performance for that Investment Option or Access Account will equal the Performance.

If the Performance for any Investment Option or Access Account is equal to or less than the Floor for that Investment Option or the Access Account, your Performance will equal the Floor for that Investment Option or the Access Account.

Resetting of Ceiling and Floor. On each Contract Anniversary or Access Account Anniversary, as applicable, we may increase or decrease the Ceiling for each Investment Option or the Access Account. We may also increase or decrease the Floor for each Investment Option or the Access Account on each Contract Anniversary or Access Account Anniversary, but we will never reset the Floor below the minimum performance rates shown on your Annuity Data Page.

During the Investment Option Period, if we reset the Ceiling on any Investment Option less than the Bailout Rate shown on your Annuity Data Page, you may exercise the Bailout Provision. Prior to your Contract Anniversary, we will send you a statement containing information on your Ceilings and Floors for the next Contract Year.

EXAMPLES

The following examples illustrate how a Purchase Payment could perform over a five-year period, given fluctuating Index values:


Example 1
Purchase Payment: $10,000 Initial Index Value: 800
	1			2			3			4			5
Index at the Beginning of the Contract Year	800			950			1,000			875			1,300
Index at the End of the Contract Year	950			1,000			875			1,300			1,400
Index Growth as Percentage	18.75		%	5.26		%	-12.50		%	48.57		%	7.69		%
Ceiling	20.00		%	20.00		%	20.00		%	20.00		%	20.00		%
Floor	-10.00		%	-10.00		%	-10.00		%	-10.00		%	-10.00		%
Maturity Value at Beginning of Contract Year	$	10,000.00		$	11,875.00		$	12,500.00		$	11,250.00		$	13,500.00
Credited Rate	18.75		%	5.26		%	-10.00		%	20.00		%	7.69		%
Credited Performance	$	1,875.00		$	625.00		$	-1,250.00		$	2,250.00		$	1,038.46
Maturity Value at End of Contract Year	$	11,875.00		$	12,500.00		$	11,250.00		$	13,500.00		$	14,538.46


Example 2
Purchase Payment: $10,000 Initial Index Value: 800
	1			2			3			4			5
Index at the Beginning of the Contract Year	800			850			650			550			600
Index at the End of the Contract Year	850			650			550			600			625
Index Growth as Percentage	6.25		%	-23.53		%	-15.38		%	9.09		%	4.17		%
Ceiling	20.00		%	20.00		%	20.00		%	20.00		%	20.00		%
Floor	-10.00		%	-10.00		%	-10.00		%	-10.00		%	-10.00		%
Maturity Value at Beginning of Contract Year	$	10,000.00		$	10,625.00		$	9,562.50		$	8,606.25		$	9,388.64
Credited Rate	6.25		%	-10.00		%	-10.00		%	9.09		%	4.17		%
Credited Performance	$	625.00		$-1,062.50			$-956.25			$	782.39		$	391.19
Maturity Value at End of Contract Year	$	10,625.00		$	9,562.50		$	8,606.25		$	9,388.64		$	9,779.83

20 PROSPECTUS

These examples assume no withdrawals during the entire 5-year example period. If you were to make a partial withdrawal during your Investment Option Period, a Withdrawal Charge and an Adjustment based on the change in the Fair Value Index may apply. The hypothetical Ceilings are for illustrative purposes only and are not intended to predict future performance rates to be declared under the Contract. Actual investment performance rates declared may be more or less than those shown above.

TRANSFERS

On any Contract Anniversary during the Investment Option Period, you may elect to transfer all or part of the Maturity Value from one or more Investment Options into other Investment Option(s), subject to the following conditions:

•All Investment Options into which you elect to transfer the Maturity Value must be eligible to receive transfers of Maturity Value according to the terms and conditions in effect on the transfer date; and

•We must receive notification of your election to transfer, in a form satisfactory to us, no later than 5 days before the Contract Anniversary on which the transfer will take place.

If you transfer any Maturity Value into an Investment Option that was available on the Issue Date of your Contract, the Floor for that Investment Option as shown on your Annuity Data Page will be applicable. At any time while the Ceiling for an Investment Option is less than the Bailout Rate shown on your Annuity Data Page for that Investment Option, we reserve the right to restrict any transfers into such Investment Options. If you transfer all or part of your Maturity Value on a Contract Anniversary, the amount transferred will not be subject to a Withdrawal Charge or Adjustment.

For additional discussion of transfers, see "Investment Options" in the Accumulation Phase section of this prospectus.

BAILOUT PROVISION

We will set a Bailout Rate for each Investment Option. The Bailout Rates will be shown on your Annuity Data Page and will not change for the life of your Contract.

A Bailout Provision allows you to withdraw some or all of your Maturity Value from an Investment Option, without incurring any Withdrawal Charges or Adjustments for the change in the Fair Value Index during the 30-day period following the Contract Anniversary. The Bailout Provision may be exercised if the Ceiling for that Investment Option is set below the Bailout Rate shown on your Annuity Data Page for that Investment Option.

We must receive your request, in a form satisfactory to us, during the 30-day period following the Contract Anniversary.

Upon withdrawal, the Investment Option Interim Value will be reduced by the same proportion as the Investment Option Maturity Value.

Withdrawals taken under the Bailout Provision are generally considered to come from the earnings in the Contract first. If the contract is tax-qualified, generally all withdrawals are treated as distributions of earnings.

Withdrawals of earnings are taxed as ordinary income and, if taken prior to age 59½, may be subject to an additional 10% federal tax penalty.


Access to Your Money

You can withdraw some or all of your money at any time prior to the Payout Start Date. You may not make any withdrawals or surrender your Contract once the Payout Phase has begun. Withdrawals in each Contract Year always come from your Preferred Withdrawal Amount first. During the Investment Option Period, the minimum amount you may withdraw must reduce your Interim Value by $250. During the Access Account Period, the minimum amount you must withdraw is $250.

Withdrawals taken any time prior to the Payout Phase are generally considered to come from the earnings in the Contract first. If you have a Tax Qualified Contract, generally all withdrawals are treated as distributions of earnings. Withdrawals of earnings are taxed as ordinary income and, if taken prior to age 59½, may be subject to an additional 10% federal tax penalty. You should consult your tax advisor for further information.

21 PROSPECTUS

PREFERRED WITHDRAWAL AMOUNT

The Preferred Withdrawal Amount is the amount you may withdraw each Contract Year during the Investment Option Period without incurring a Withdrawal Charge or an Adjustment for the change in the Fair Value Index. The Preferred Withdrawal Amount equals 10% of your Maturity Value at the beginning of the Contract Year.

Upon taking a portion or all of your Preferred Withdrawal Amount, your Interim Value will be reduced by the same proportion as your Maturity Value (see Appendix B).

Withdrawals of the Preferred Withdrawal Amount will be taken proportionally from your Investment Options in the portion that each Investment Option bears to the Maturity Value, and will proportionally reduce your Investment Option Maturity Values. Your Investment Option Interim Values will be reduced by the same proportion as your Investment Option Maturity Values.

Withdrawals taken to satisfy IRS minimum distributions rules will reduce the Preferred Withdrawal Amount.

The Preferred Withdrawal Amount will be reduced by the Withdrawal Request Amount for each gross withdrawal, and by the Adjusted Withdrawal Request Amount for each net withdrawal.

If you do not withdraw the entire Preferred Withdrawal Amount during a Contract Year, any remaining Preferred Withdrawal Amount will not increase the Preferred Withdrawal Amount in any subsequent Contract Year.

Preferred Withdrawal Amounts will not incur a Withdrawal Charges or Adjustments for the change in the Fair Value Index, but may be reduced by income tax withholding and any applicable premium taxes.

The Preferred Withdrawal Amount is available only during the Investment Option Period.

WITHDRAWAL AMOUNTS IN EXCESS OF THE PREFERRED WITHDRAWAL AMOUNT

During the Investment Option Period, if the sum of withdrawals taken during the Contract Year exceeds your Preferred Withdrawal Amount a Withdrawal Charge and Adjustment for changes in the Fair Value Index may apply. Any amount withdrawn in excess of the Preferred Withdrawal Amount will be treated as a withdrawal of your Interim Value, and will reduce your Maturity Value in the same proportion as your Interim Value (see Appendix B).

The withdrawal amount in excess of the Preferred Withdrawal Amount will be taken proportionally from your Investment Options in the proportion that each Investment Option bears to the Interim Value and will proportionally reduce your Investment Option Maturity Value.

WITHDRAWALS DURING THE ACCESS ACCOUNT PERIOD

You can withdraw some or all of your Access Account Value during the Access Account Period without incurring any Withdrawal Charges or Adjustments for changes in the Fair Value Index. Upon taking a withdrawal during the Access Account Period, your Access Account Value will be reduced by the Withdrawal Request Amount for each gross withdrawal or by the Adjusted Withdrawal Request Amount for each net withdrawal.

Withdrawal amounts during the Access Account Period will not incur a Withdrawal Charge, but may be reduced by income tax withholding and any applicable premium taxes.

NET OR GROSS WITHDRAWALS

When you make a withdrawal, you must specify whether you choose to make a gross withdrawal or a net withdrawal. Under a gross withdrawal, the deductions are made to the amount of your withdrawal request (“Withdrawal Request Amount”) and the amount you receive may be less than the Withdrawal Request Amount.

Under a net withdrawal, you receive the full Withdrawal Request Amount; however, the deductions are made based upon an adjusted Withdrawal Request Amount (“Adjusted Withdrawal Request Amount”) that, after deductions, results in the full Withdrawal Request Amount.

If you do not specify which of these options you choose, your withdrawal will be deemed to be a gross withdrawal.

22 PROSPECTUS

SYSTEMATIC WITHDRAWAL PROGRAM

You may choose to receive systematic withdrawal payments on a monthly, quarterly, semi-annual, or annual basis at any time prior to the Payout Start Date under a Systematic Withdrawal Program. The minimum amount of each systematic withdrawal is $250. We will deposit systematic withdrawal payments into a designated account. Withdrawals in each Contract Year during the Investment Option Period always come from your Preferred Withdrawal Amount first. Withdrawals in excess of your Preferred Withdrawal Amount in any Contract Year during the Investment Option Period may incur Withdrawal Charges and Adjustments for changes in the Fair Value Index.Withdrawals taken during the Access Account Period will not incur any Withdrawal Charges or Adjustments for the changes in the Fair Value Index. Please consult with your financial representative for details.

Withdrawals taken prior to annuitization (referred to in this prospectus as the Payout Phase) are generally considered to come from the earnings in the Contract first. If you have a Tax Qualified Contract, generally all withdrawals are treated as distributions of earnings. Withdrawals of earnings are taxed as ordinary income and, if taken prior to age 59½, may be subject to an additional 10% federal tax penalty.

We reserve the right to modify or suspend the Systematic Withdrawal Program or charge a processing fee for the service. If we modify or suspend the Systematic Withdrawal Program, existing systematic withdrawal payments will not be affected.

REQUIRED MINIMUM DISTRIBUTIONS

If your annuity is being held within an IRA, but not a Roth IRA, required minimum distributions from that IRA generally must be taken by you upon reaching age 70½ to avoid penalties (as described in the Taxes section of this prospectus). Not all income plans offered under the Contract satisfy the requirements for required minimum distributions. Because these distributions are required under the Code and the method of calculation is complex, please see a competent tax advisor.

POSTPONEMENT OF PAYMENTS

We may postpone, at our discretion, payment of withdrawals for up to six months from the date we receive your withdrawal request or such shorter time as the law may allow. Where required, we will obtain prior approval from your state Insurance Commissioner. If we delay payment for 30 days or more, we will pay interest as required by law.

We may postpone paying any amount of a withdrawal request to authenticate the signature on a request. In the event that we postpone payment, the request will not be effective until we have validated the signature on the request to our satisfaction. Once accepted, the request for a total surrender or partial withdrawal will be paid within seven days.

MINIMUM VALUE

If you request a total withdrawal or if any withdrawal reduces your Interim Value or Access Account Value to less than $3,000, we may treat the request as a request to withdraw the entire Interim Value or Access Account Value. Your Contract will terminate if you withdraw the entire Interim Value or Access Account Value. We will ask you to confirm your withdrawal request before terminating your Contract. If the Contract is terminated, we may require that you return your Contract to us.


Expenses

As a Contract Owner, you will bear the charges and expenses described below.

WITHDRAWAL CHARGE

~~During~~A ~~the~~Withdrawal ~~Accumulation~~Charge ~~Phase, we~~ may ~~assess~~be aassessed ~~withdrawal~~on ~~charge~~withdrawals ~~equal~~made toin 6%excess of the ~~amounts~~Preferred ~~withdrawn~~Withdrawal ~~or surrendered. However~~Amount, each ~~year~~Contract ~~you~~Year ~~may~~during ~~withdraw up to 10% of~~ the ~~money~~Investment ~~initially~~Option ~~allocated to the Guarantee~~ Period ~~from which you are making the~~ .

~~9 PROSPECTUS~~A Withdrawal made on a Contract Anniversary will be subject to the Withdrawal Charge of the New Contract year.

withdrawal, without paying a withdrawal charge. We measure each year from the commencement of the relevant Guarantee Period. Unused portions of this 10% "Preferred Withdrawal Amount" are not carried forward to future years or other Guarantee Periods. We will deduct withdrawal charges, if applicable, from the amount paid unless you instruct otherwise. 23 PROSPECTUS

The ~~following~~Withdrawal ~~example~~Charge ~~illustrates how the withdrawal charge~~ is ~~calculated~~as onfollows afor ~~full~~contracts ~~surrender at the end of the third contract year~~ with ana ~~initial deposit of $~~10~~,000,~~ ~~interest~~Year ~~rate~~Investment ofOption ~~4.50% and no prior withdrawals~~Period:

Step 1 calculate Contract Value	$10,000 * (1.045)3 = $11,411.66
Contract Year		Withdrawal ChargePercentage For Contracts with applications signed Before May 2, 2011	Withdrawal Charge Percentage For Contracts with applications signed On or after May 2, 2011
Step 2 calculate the amount in excess of the Free Withdrawal Amount	Free Withdrawal Amount = 10% * $10,000 = $1,000 Amount in Excess is $11,411.66 - $1,000 = $10,411.66
1		12%	10%
Step 3 calculate the Withdrawal Charge	6.0% * $10,411.66 = $624.70
2		11%	10%
3		10%	10%
4		9%	9%
5		8%	9%
6		7%	8%
7		6%	7%
8		5%	6%
9		4%	5%
10		3%	4%
11 and later		0%	0%

WeThe doWithdrawal ~~not~~Charge ~~apply~~is aas ~~withdrawal~~follows ~~charge~~for incontracts ~~the~~with ~~following~~a ~~situations~~7 Year Investment Option Period:

• on the Payout Start Date;


Contract Year	Withdrawal Charge Percentage For Contracts with applications signed Before May 2, 2011	Withdrawal Charge Percentage For Contracts with applications signed On or after May 2, 2011
1	12%	10%
2	11%	10%
3	10%	10%
4	9%	9%
5	8%	9%
6	7%	8%
7	6%	7%
8 and later	0%	0%

•The ~~withdrawals~~Withdrawal ~~taken~~Charge tois ~~satisfy~~as ~~IRS~~follows ~~minimum~~for ~~distribution~~contracts ~~rules~~with ~~for~~a ~~the~~5 ~~Contract;~~Year orInvestment Option Period:

• withdrawals made within 30 days of their renewal Guarantee Periods.


Contract Year	Withdrawal Charge Percentage For Contracts with applications signed Before May 2, 2011	Withdrawal Charge Percentage For Contracts with applications signed On or after May 2, 2011
1	12%	10%
2	11%	10%
3	10%	10%
4	9%	9%
5	8%	9%
6 and later	0%	0%

~~We use the amounts obtained from the withdrawal charge to recover the cost of sales commissions and other promotional or distribution expenses associated with marketing the Contracts.~~24 PROSPECTUS

~~Withdrawals~~Your ~~may~~Withdrawal beCharge ~~subject~~will tobe ~~tax~~no ~~penalties,~~greater ~~income~~than ~~tax,~~those ~~and~~shown ain ~~Market~~the ~~Value~~chart ~~Adjustment.~~above, ~~You~~and ~~should~~may ~~consult~~be ~~your~~less ~~own~~in ~~tax~~some ~~counsel~~states. orYour ~~other~~specific ~~qualified~~Withdrawal ~~tax~~Charge ~~advisor~~schedule ~~regarding~~will ~~the~~be ~~tax~~shown ~~consequences~~on ofyour ~~making~~Annuity ~~withdrawals~~Data Page.

The Withdrawal Charge is determined by multiplying the applicable Withdrawal Charge Percentage corresponding to the number of complete Contract Years, shown in the tables above, by the amount withdrawn in excess of the Preferred Withdrawal Amount.

The Withdrawal Charge will be included as a part of the withdrawal of your Interim Value, and reduce your Maturity Value in the same proportion as your Interim Value.

WITHDRAWAL CHARGE WAIVER

We do not apply a Withdrawal Charge in the following situations:

•Withdrawals taken in accordance with the Preferred Withdrawal section; or

•Withdrawals taken to satisfy IRS required minimum distribution rules for the Contract; and

•Withdrawals that qualify for a waiver under the terms of the Contract.

We may also waive the Withdrawal Charge if the Contract is surrendered and the entire proceeds of the surrender are directly used to purchase a new contract issued by us. Such waivers will be granted on a non-discriminatory basis.

Withdrawals may be subject to tax penalties and income tax. You should consult your own tax counsel or tax advisor regarding any withdrawals.

Confinement Waiver. We will increase the Preferred Withdrawal Amount to equal the Maturity Value for any applicable withdrawal taken under your Contract if the following conditions are satisfied:

•you or the Annuitant, if the Contract Owner is not a natural person, are first confined to a long term care facility or a hospital for at least 90 consecutive days. You or the Annuitant must enter the long term care facility or hospital at least 30 days after the issue Date,

•we receive your request for withdrawal and Due Proof of confinement no later than 90 days following the end of your or the Annuitant's confinement at the long term care facility or hospital, and

•a physician must have prescribed the confinement and the confinement must be medically necessary.

“Due Proof” is, a letter signed by a physician stating the dates the Owner or Annuitant was confined, the name and location of the Long Term Care Facility or Hospital, a statement that the confinement was medically necessary, and, if released, the date the Owner or Annuitant was released from the Long Term Care Facility or Hospital . We may accept other proof.

We may not offer this waiver in all states. You should consult your Contract for availability and more detailed information about the terms and conditions of the waiver.

Terminal Illness Waiver. We will increase the Preferred Withdrawal Amount to equal the Maturity Value for any applicable withdrawal under your Contract if:

•you or the Annuitant, if the Contract Owner is not a natural person, are first diagnosed by a physician as having a terminal illness at least 30 days after the Issue Date, and

•you provide Due Proof of diagnosis to us before or at the time you request the withdrawal.

“Due Proof” is a letter signed by a physician stating that the Owner or Annuitant has a Terminal Illness and the date the Terminal Illness was first diagnosed. We may accept other proof.

We may not offer this waiver in all states. You should consult your Contract for availability and more detailed information about the terms and conditions of the waiver.

Unemployment Waiver. We will increase the Preferred Withdrawal Amount to equal the Maturity Value for one partial or a full withdrawal taken under your Contract, if you meet the following requirements:

•you or the Annuitant, if the Contract Owner is not a natural person, first become unemployed at least one year after the Issue Date,

•you or the Annuitant receive Unemployment Compensation for at least 30 consecutive days as a result of that unemployment, and

•you or the Annuitant claim this benefit within 180 days of your or the Annuitant's initial receipt of Unemployment Compensation.

25 PROSPECTUS

Before we will increase the Preferred Withdrawal Amount, you must give us Due Proof prior to, or at the time of, the withdrawal request, that you or the Annuitant have been unemployed and have been granted Unemployment Compensation for at least 30 consecutive days.

"Unemployment Compensation" means unemployment compensation received from a unit of state or federal government in the U.S.

"Due Proof" is a legible photocopy of an unemployment compensation payment that meets the above described criteria with regard to dates and a signed letter from you stating that you or the Annuitant meet the above described criteria. We may accept other proof.

You may exercise this benefit once over the term of the Contract.

Activities of Daily Living Waiver. We will increase the Preferred Withdrawal Amount of the Contract to equal the Investment Option Maturity Value if:

•On a date after the first Contract Anniversary, a Licensed Health Care Practitioner first certifies that any Owner- or if the Owner is a Non-Natural Person, the Annuitant- cannot perform at least two of the six Activities of Daily Living, for at least 90 consecutive days; and

•At least 90 days have passed since such certification by the Licensed Health Care Practitioner.

Acceptable certification is a letter signed by the Licensed Health Care Practitioner. We may accept other proof.

You should consult your Contract for availability and more detailed information about the terms and conditions of these waivers. We may not offer these waivers in all states.

The laws of your state may limit the availability of these waivers and may change certain terms and/or benefits available under the waivers. You should consult your Contract for further details on these variations. Also, even if you do not pay a Withdrawal Charge because of these waivers, you still may be required to pay taxes or tax penalties on the amount withdrawn. You should consult your tax advisor to determine the effect of a withdrawal on your taxes.

PREMIUM TAXES

Some states and other governmental entities (e.g., municipalities) charge premium taxes or similar taxes. We are responsible for paying these taxes and will deduct them from your ~~Contract~~Maturity Value, Interim Value, or Access Account Value. Some of these taxes are due when the Contract is issued,; others are due when income payments begin or upon surrender. Our current practice is not to charge anyone for these taxes until income payments begin or when a total withdrawal occurs, including payment upon death.

We may, sometime in the future, discontinue this practice and deduct premium taxes from the purchase payments. Premium taxes generally range from 0% to 4%, depending on the state ~~or other governmental entity (as applicable)~~.

At the Payout Start Date, we deduct the charge for any applicable premium taxes from the total Contract Value before applying the Contract Value to an Income Plan.

Access to Your Money

You can withdraw some or all of your money at any time prior to the Payout Start Date. You may not make any withdrawals or surrender your Contract once the Payout Phase has begun.

You must specify the Guarantee Period from which you would like to withdraw your money. If the amount you withdraw reduces the amount invested in any Guarantee Period to less than $1,000, we will treat the withdrawal request as a request to withdraw the entire amount in that Guarantee Period.

The amount you receive may be reduced by a withdrawal charge, income tax withholding, and any premium taxes. The amount you receive may be increased or reduced by a Market Value Adjustment. If you request a total withdrawal, we may require you to return your Contract to us.

Withdrawals taken prior to annuitization (referred to in this prospectus as the Payout Phase) are generally considered to come from the earnings in the Contract first. If the Contract is tax-qualified, generally all withdrawals are treated as distributions of earnings. Distributions taken prior to age 59 ½ may be subject to an additional 10% federal tax penalty.

SYSTEMATIC WITHDRAWAL PROGRAM

You may choose to receive systematic withdrawal payments on a monthly, quarterly, semi-annual, or annual basis at any time prior to the Payout Start Date. The minimum amount of each systematic withdrawal is $100. We will deposit systematic withdrawal payments into the Contract Owner's bank account. Please consult your tax advisor before taking any withdrawal.

We may modify or suspend the Systematic Withdrawal Program and charge a processing fee for the service. If we modify or suspend the Systematic Withdrawal Program, existing systematic withdrawal payments will not be affected.

10 PROSPECTUS

POSTPONEMENT OF PAYMENTS

MINIMUM CONTRACT VALUE

If the amount you withdraw reduces your Contract Value to less than $1,000, we may treat it as a request to withdraw your entire Contract Value. Your Contract will terminate if you withdraw all of your Contract Value. We will, however, ask you to confirm your withdrawal request before terminating your Contract. Before terminating any Contract whose value has been reduced by withdrawals to less than $1,000, we would inform you in writing of our intention to terminate your Contract and give you at least 30 days in which to make an additional purchase payment to restore your Contract’s value to the contractual minimum of $1,000. If we terminate your Contract, we will distribute to you its Contract Value, adjusted by any Market Value Adjustment, less withdrawal and other charges and applicable taxes.


Payout Phase

PAYOUT PHASE

The Payout Phase is the second of the two phases of your Contract. The Payout Phase starts on the Payout Start Date and continues until the last income payment is made.

PAYOUT START DATE

The Payout Start Date is the day that we apply ~~your Contract Value, adjusted by~~ the ~~Market~~contract ~~Value Adjustment~~value, ~~less~~described ~~any applicable taxes~~below, to an Income Plan. The Payout Start Date must be at least 13 months after the Issue Date, and occur on or before the later of:

•the atContract ~~least~~Anniversary 30following ~~days~~the ~~after~~date of the earliest 80th birthday of all Annuitant(s) named in the Contract since the Issue Date; ~~and~~or

•the noexpiration ~~later~~of ~~than~~ the ~~Annuitant’s~~Investment ~~90th~~Option ~~birthday, or~~Period.

•You may change the ~~10th~~Payout ~~Contract~~Start ~~anniversary~~Date at any time by notifying us, ifin ~~later~~a form acceptable to us, of the change at least 30 days before the new Payout Start Date. Absent a change, we will use the Payout Start Date stated in your Contract.

~~You~~The ~~may~~Contract ~~change~~Maturity ~~the Payout Start~~ Date, atshown ~~any~~on ~~time~~your byAnnuity ~~notifying~~Data usPage, inis ~~writing of~~ the ~~change~~latest atdate ~~least~~that 30your ~~days~~contract ~~before~~value, ~~the~~described ~~new Payout Start Date. Absent a change~~below, wecan ~~will~~be ~~use~~applied ~~the~~to ~~Payout~~an ~~Start~~Income ~~Date as stated in your Contract~~Plan.

26 PROSPECTUS

AMOUNT APPLIED TO YOUR INCOME PLAN

The amount applied to your Income Plan will be:

•Your Interim Value, less any applicable taxes, if the Payout Start Date is during the Investment Option Period; or

•Your Maturity Value, less any applicable taxes, if the Payout Start Date is at expiration of the Investment Option Period; or

•Your Access Account Value, less any applicable taxes, if the Payout Start Date is during the Access Account Period.

INCOME PLANS

An Income Plan is a series of scheduled payments to you or someone you designate. You may choose only one Income Plan. ~~You~~If we offer more than one Income Plan, you may choose and change your choice of Income Plan at any time until 30 days before the Payout Start Date. If we do not receive notification of your selection, you will be deemed to have elected to apply your Access Account Value to Income Plan 1, life income with guaranteed payments for 120 months, and we will make payments in accordance with that Income Plan. You may not make withdrawals or change your choice of Income Plan after the Payout Start Date. If you don't want an Income Plan you must surrender your Contract prior to the Contract Maturity Date.

A portion of each payment will be considered taxable ~~andthe~~and the remaining portion will be a non-taxable return of your investment in the Contract, which is also called the "“basis"”. Once the investment in the Contract is depleted, all remaining payments will be fully taxable. If the Contract is tax-qualified, generally, all payments will be fully taxable. Taxable payments taken prior to age 59 ½ may be subject to an additional 10% federal tax penalty.

The ~~three~~ Income ~~Plans~~Plan currently available under the Contract ~~are:~~is “Income Plan 1 – Life Income with Period Certain,” described below. We may make other Income Plans available. You can obtain information about them by writing or calling us.

Income Plan 1 - Life Income with ~~and~~Period ~~Without Guaranteed Payments~~Certain. Under this plan, we make ~~periodic income~~ payments ~~for~~until asthe ~~long~~death asof the Annuitant ~~lives~~or until the end of the Guaranteed Payment Period whichever is later. The Guaranteed Payment Period may range from 0 to 240 months. If you elect 0 the ~~Annuitant~~Income ~~dies~~Plan inbecomes ~~the~~Life ~~Payout~~Only ~~Phase~~Income Plan, we will ~~continue~~make ~~to pay income~~ payments until the ~~guaranteed~~death ~~number~~ of ~~payments~~the ~~has~~Annuitant. ~~been~~If ~~paid.~~the ~~The~~Annuitant ~~number~~dies ofprior ~~months~~to ~~guaranteed~~the ~~("Guaranteed~~first ~~Payment~~payment ~~period")~~date, ~~may~~the ~~range~~payee ~~from~~will 60not toreceive ~~360~~any ~~months~~payments. If ~~you~~the ~~elect~~Annuitant nois ~~guaranteed~~age ~~payments,~~90 ~~payments~~or ~~will~~older ~~continue~~on ~~only~~the asPayout ~~long~~Start asDate, the ~~Annuitant~~Guaranteed ~~lives~~Payment Period may range from 60 to 240 months.

~~Income~~The ~~Plan~~length 2of -any ~~Joint~~Guaranteed ~~and~~Payment ~~Survivor~~Period ~~Life~~under ~~Income~~your ~~with~~selected ~~and~~Income ~~Without~~Plan ~~Guaranteed~~generally ~~Payments.~~will ~~Under~~affect ~~this~~the ~~plan,~~dollar weamount ~~make~~of ~~periodic~~each income ~~payments~~payment. ~~for~~Generally, atlonger ~~least~~guarantee asperiods ~~long~~result asin ~~either~~lower ~~the~~income ~~Annuitant~~payments, orall ~~the~~other ~~joint~~things ~~Annuitant~~being ~~lives~~equal. IfFor ~~both~~example, ~~the~~if ~~Annuitant~~you ~~and~~choose ~~the~~an ~~joint~~Income ~~Annuitant~~Plan ~~die~~with inpayments ~~the~~that ~~Payout~~depend ~~Phase,~~on wethe ~~will~~life ~~continue~~of tothe ~~pay~~Annuitant ~~the~~but ~~income~~with ~~payments~~no ~~until~~minimum ~~the~~specified ~~guaranteed~~period ~~number~~for ofguaranteed payments, ~~has~~the ~~been~~income ~~paid.~~payments ~~The~~generally ~~Guaranteed~~will ~~Payment~~be ~~period~~greater ~~may~~than ~~range~~the ~~from~~income 60payments tomade ~~360~~under ~~months.~~the Ifsame ~~you~~Income ~~elect~~Plan nowith ~~guaranteed~~a ~~payments,~~minimum ~~payment~~specified ~~will~~period ~~continue~~for ~~only~~guaranteed aspayments. ~~long~~Income asplans ~~the~~may ~~Annuitant~~vary orfrom ~~joint~~state ~~Annuitant~~to ~~lives~~state.

~~Income~~If ~~Plan~~the 3Contract -Owner ~~Guaranteed~~dies ~~Payments~~after ~~for~~the aPayout ~~Specified~~Start ~~Period~~Date, any remaining income payments will be paid to the surviving Contract Owner. ~~Under~~If ~~this~~there ~~plan,~~are weno ~~make~~surviving ~~periodic~~Contract Owners, any remaining income payments ~~for~~will be paid to the ~~period~~Vested ~~you~~Beneficiary(ies) ~~have~~as ~~chosen~~scheduled. ~~These~~If ~~payments~~the doAnnuitant ~~not~~dies ~~depend~~after on the ~~Annuitant's~~Payout ~~life.~~Start ~~The~~Date, ~~shortest~~and ~~number~~a ofguaranteed ~~months~~payment ~~guaranteed~~period iswas ~~60;~~selected, ~~the~~any ~~longest~~remaining ~~number~~income ofpayments ~~months~~will ~~guaranteed~~be ispaid ~~360~~to the Contract Owner as scheduled.

~~The~~Under ~~length~~Income ofPlan ~~any~~1 ~~guaranteed~~(or, ~~payment~~if ~~period~~available, ~~under~~another ~~your selected~~ Income Plan ~~generally~~with ~~will~~payments ~~affect~~that ~~the~~continue ~~dollar~~for ~~amounts~~the life of ~~each~~the ~~income~~Annuitant), ~~payment.~~we Aswill arequire ~~general~~proof ~~rule,~~of ~~longer~~age ~~guarantee~~and ~~periods~~sex ~~result~~of inthe ~~lower~~Annuitant before starting income payments, ~~all~~and ~~other~~may ~~things~~require ~~being~~proof ~~equal.~~that ~~For~~the ~~example,~~Annuitant ifis ~~you~~alive ~~choose~~before anwe ~~Income~~make ~~Plan~~each ~~with~~payment. ~~payments~~Please note that ~~depend~~under onsuch ~~the~~Income ~~life~~Plans, ofif ~~the~~you ~~Annuitant~~elect ~~but~~to ~~with~~take no ~~minimum specified period for~~ guaranteed payments, ~~the~~it ~~income~~is ~~payments~~possible ~~generally~~that ~~will~~the bepayee ~~greater~~could ~~than~~receive ~~the~~no income payments ~~made~~if ~~under~~ the ~~same~~Annuitant ~~Income~~dies ~~Plan~~before ~~with~~the afirst ~~minimum~~income ~~specified~~payment ~~period~~or ~~for~~only ~~guaranteed~~one ~~payments.~~income ~~As a general rule~~payment, ~~plans~~if ~~with~~they adie ~~joint~~before ~~Annuitant~~the ~~also~~second ~~will result in lower~~ income ~~payments.~~payment, ~~Income~~and ~~plans~~so ~~may vary from state to state~~on.

WeIf ~~may~~the ~~make~~amount ~~other~~available to apply under an Income ~~Plans~~Plan ~~available~~is less than $3,000, ~~including~~or ~~ones~~if ~~that~~your ~~you~~initial ~~and~~monthly wepayment ~~agree~~would ~~upon.~~be ~~You~~less ~~may~~than ~~obtain~~$20, ~~information~~and ~~about~~state ~~them~~law bypermits, ~~writing~~we orreserve ~~calling~~the ~~us.~~right to:

~~11 PROSPECTUS~~•reduce the frequency of your payments so that each payment will be at least $20; or

If•terminate ~~you choose Income Plan 1 or 2, or, if available, another Income Plan with payments that continue for~~ the ~~life~~Contract ~~of the Annuitant or joint Annuitant, we may require proof of age~~ and ~~sex~~pay ofyou the ~~Annuitant~~amount ~~or joint Annuitant before starting income payments, and may require proof~~ that ~~the~~would ~~Annuitant~~have orbeen ~~joint~~applied ~~Annuitant is still alive before we make each payment. Please note that under such Income Plans, if you elect~~ to ~~take no minimum guaranteed payments, it is possible that~~ the ~~payee~~Income ~~could~~Plan ~~receive~~less ~~no income payments if the Annuitant and~~ any ~~joint~~applicable ~~Annuitant both die before the first income payment~~taxes, orin ~~only~~a ~~one~~lump ~~income~~sum ~~payment~~instead ifof ~~they die before~~ the ~~second~~periodic ~~income~~payments ~~payment,~~you ~~and~~have ~~so on~~chosen.

We will apply your Contract Value, adjusted by a Market Value Adjustment, less applicable taxes, to your Income Plan on the Payout Start Date. If the amount available to apply under an Income Plan is not enough to provide an initial payment of at least $20, and state law permits, we may:27 PROSPECTUS

•INCOME ~~terminate the Contract and pay you the Contract Value, adjusted by any Market Value Adjustment and less any applicable taxes, in a lump sum instead of the periodic payments you have chosen, or~~PAYMENTS

•The ~~reduce~~amount ~~the frequency~~ of your payments sounder ~~that~~the ~~each~~Income ~~payment~~Plan will be atcalculated ~~least~~by ~~$20.~~applying the relevant contract value, as described in “Amount Applied to Your Income Plan”, to the greater of:

~~Income~~(a)the ~~Payments.~~appropriate ~~Subject~~value tofrom ~~your~~the ~~Income Plan selection, we guarantee~~ income payment ~~amounts~~table ~~for~~in ~~the~~your ~~duration~~Contract; ~~of the Income Plan. We calculate income payments by:~~or

1.(b) ~~adjusting~~such ~~the~~other value ofas ~~your~~we ~~Contract~~are onoffering ~~the~~at ~~Payout~~that ~~Start Date by any applicable Market Value Adjustment;~~time.

2We may postpone, at our discretion, making fixed income payments for a period of up to six months or such shorter time as state law may allow. ~~deducting~~Where ~~any~~required, ~~applicable~~we ~~premium~~will ~~tax;~~obtain ~~and~~prior approval from your state Insurance Commissioner. If we postpone such payments for 30 days or more, we will pay interest as required by law from the date we receive the withdrawal request to the date we make payment.

3.Subject ~~applying~~to ~~the~~your ~~resulting~~Income ~~amount~~Plan toselection, we may guarantee income payment amounts for the ~~greater~~duration of ~~(a)~~ the ~~appropriate~~Income ~~value~~Plan. ~~from~~We reserve the right, on a non-discriminatory basis, to offer higher income payment ~~table~~levels inthat ~~your~~may ~~Contract~~vary orbased ~~(b)~~on ~~such~~the ~~other~~Contract ~~value~~Year asin wewhich ~~are~~the ~~offering~~Payout atPhase ~~that time~~begins.

We may postpone, at our discretion, making fixed income payments for a period of up to six months or such shorter time as state law may allow. Where required, we will obtain prior approval from your state Insurance Commissioner. If we postpone payments for 30 days or more, we will pay interest as required by law from the date we receive the withdrawal request to the date we make payment.

CERTAIN EMPLOYEE BENEFIT PLANS

The Contract offered by this prospectus contains income payment tables that provide for different payments to men and women of the same age, except in states that require unisex tables. We reserve the right to use income payment tables that do not distinguish on the basis of sex, to the extent permitted by law. In certain employment-related situations, employers are required by law to use the same income payment tables for men and women. Accordingly, if the Contract is used in connection with an employment-related retirement or benefit plan and we do not offer unisex annuity tables in your state, you should consult with legal counsel as to whether the Contract is appropriate.

~~Death~~Payments ~~Benefits~~Upon Death

WeUnder certain conditions, described below, we will pay a death ~~benefit~~settlement ~~if,~~(“Death ~~prior~~Proceeds”) tofor your Contract upon the ~~Payout~~death ~~Start~~of ~~Date:~~any Contract Owner or the death of the Annuitant (if the Contract Owner is a non-natural person).

1) ~~any~~If ~~Contract~~the ~~Owner~~death ~~dies~~occurs prior to the Payout Start Date, orthe Death Proceeds will be paid on the earlier of:

2) •the ~~Annuitant~~death ~~dies.~~of any Contract Owner; or

~~We will pay~~ •the death ~~benefit~~of to the ~~new~~Annuitant, ~~Contract~~if ~~owner as determined immediately after~~ the ~~death. The new~~ Contract ~~owner~~Owner ~~would~~is be a ~~surviving~~non-natural ~~Contract Owner or, if none, the Beneficiary~~person.

~~DEATH~~If ~~BENEFIT~~the ~~AMOUNT~~Contract Owner or Annuitant (if the Contract Owner is a non-natural person) dies after the Payout Start Date, we will pay remaining income payments as described in the Income Plans section.

~~Prior~~DEATH toOF the Payout Start Date, the death benefit is equal to the greater of: (1) the Contract Value, and (2) the "Cash Surrender Value," which is the Contract Value, adjusted by any Market Value Adjustment, less withdrawal charges and premium taxes. We will calculate the value of the death benefit as of the date we receive the first complete request for settlement of the death benefit.OWNER

AIf ~~claim~~any ~~for~~Owner ~~settlement~~dies ofbefore the ~~death~~Payout ~~benefit~~Start ~~must~~Date, ~~include~~the ~~"Due~~surviving ~~Proof~~Contract ofOwner may select from the Death." Weof ~~will~~Owner ~~accept~~Options available, as determined by the applicable following ~~documentation~~category in which the surviving Contract Owner is defined. If there is no surviving Contract Owner, the Vested Beneficiary(ies) will be the Beneficiary(ies) as ~~Due~~described ~~Proof~~in ofthe ~~Death:~~Beneficiary provision.

•If there is more than one surviving Contract Owner or Vested Beneficiary taking a ~~certified~~share ~~copy~~of the Death Proceeds, each surviving Contract Owner or Vested Beneficiary will be treated as a separate and independent owner of his or her respective share of the ~~death~~Death ~~certificate;~~Proceeds. Each surviving Contract Owner or Vested Beneficiary will exercise all rights related to his or her share of the Death Proceeds, including the sole right to elect one of the Option(s) below for his or her respective share. Each surviving Contract Owner or Vested Beneficiary may designate a Beneficiary(ies) for his or her respective share, but that designated Beneficiary(ies) will be restricted to the Death of Owner Option chosen by the original surviving Contract Owner or Vested Beneficiary.

•The aOptions ~~certified~~available ~~copy~~to ofthe asurviving ~~decree~~Contract ofOwner aor ~~court~~Vested Beneficiary will be determined by the applicable following Category in which the surviving Contract Owner or Vested Beneficiary is defined. A Death of ~~competent~~Owner ~~jurisdiction~~Option aswill be deemed to have been chosen on the ~~finding~~day we receive written notification of ~~death;~~the orselection, in a form satisfactory to us.

•Category ~~any~~1 ~~other~~If ~~proof~~your ~~acceptable~~spouse tois usthe sole surviving Contract Owner or Vested Beneficiary of the entire Contract, the Contract will continue in the Accumulation Phase and your spouse will be the new Contract Owner of the Contract, as if death had not occurred, unless your spouse chooses from Death of Owner Option A, B, or C, described below.

~~DEATH BENEFIT OPTIONS~~28 PROSPECTUS

~~Upon~~If ~~death~~you ofwere also the ~~Contract Owner~~Annuitant, then your spouse will be the new ~~Contract~~Annuitant ~~Owner~~unless ~~generally~~he ~~has~~or ~~the~~she ~~following~~names 3a ~~options:~~new Annuitant, as described in the Annuitant provision.

1In some states, your spouse must choose from Death of Owner Options A, B, or C, described below, upon your death. ~~receive~~If ~~the~~your ~~Cash~~spouse ~~Surrender~~does ~~Value~~not ~~within~~choose 5one ~~years~~of these Death of ~~the~~Owner ~~date~~Options, Death of ~~death;~~Owner Option A will apply.

Category 2. ~~receive~~If the surviving Contract Owner or Vested Beneficiary is a natural person who is not your spouse, or if there are multiple Vested Beneficiaries, the surviving Contract Owner or Vested Beneficiary(ies) must each choose from Death ~~Benefit~~of inOwner Options A, B or C, described below. If a ~~lump~~surviving ~~sum;~~Contract Owner or Vested Beneficiary does not choose one of these Death of Owner Options, Death of Owner Option A will apply for such surviving Contract Owner or Vested Beneficiary.

~~12 PROSPECTUS~~Category 3 If the Vested Beneficiary is a corporation, trust or other non-natural person, the Vested Beneficiary must choose between Death of Owner Option A or C, described below. If the Vested Beneficiary does not choose either of these Death of Owner Options, Option A will apply.

3.The ~~apply~~following ~~the~~ Death ~~Benefit to an Income Plan, with income payments beginning within one year~~ of ~~the~~Owner ~~date~~Options ofare ~~death. Income payments must be made over the life of the new Contract Owner~~available, ~~or a period not to exceed the life expectancy of the new Contract Owner.~~as

Options 2 and 3 above are only available if we receive Due Proof of Death within 180 days of the date of death. We are currently waiving the 180 day limitation but may enforce it in the future. Please refer to your Contract for more details on the above options, including terms that apply to grantor trusts.applicable:

IfOPTION ~~the~~A ~~new~~The surviving Contract Owner isor aVested ~~non-living~~Beneficiary ~~person~~may ~~(other~~elect ~~than~~to areceive ~~grantor~~the ~~trust),~~Death ~~the~~Proceeds ~~new~~in ~~Contract~~multiple ~~Owner~~disbursements ~~must~~payable ~~elect~~any totime ~~receive~~within ~~the~~five ~~Death~~years ~~Benefit~~of inthe adate ~~lump~~of ~~sum~~your death.

If the surviving ~~spouse of the deceased~~ Contract Owner ~~is the new Contract Owner, then the spouse may elect Options 2~~ or 3Vested ~~listed~~Beneficiary ~~above~~dies orprior ~~may~~to ~~continue~~ the ~~Contract~~end inof the ~~Accumulation~~period ~~Phase~~and asbefore if the ~~death~~complete ~~had~~liquidation ~~not~~of ~~occurred.~~the IfDeath ~~there is no Annuitant at that time~~Proceeds, ~~the~~then ~~new Annuitant will be~~ the surviving ~~spouse, unless the new~~ Contract Owner ~~names~~or aVested ~~different~~Beneficiary’s ~~annuitant.~~Beneficiary(ies) Ifwill ~~the~~receive ~~Contract is continued in~~ the ~~Accumulation~~remaining ~~Phase,~~Death ~~the~~Proceeds. ~~surviving~~This ~~spouse~~amount ~~may~~must ~~make~~be afully ~~single~~withdrawn ~~withdrawal of any amount~~ within 15 ~~year~~years of the date of ~~death~~your ~~without incurring a withdrawal charge~~death.

~~However,~~OPTION ~~any~~B ~~applicable~~The ~~Market~~surviving ~~Value~~Contract ~~Adjustment~~Owner or Vested Beneficiary may elect, ~~determined~~within as11 months of the date of ~~the~~your ~~withdrawal~~death, ~~will~~to ~~apply.~~receive ~~The~~the ~~single~~Death ~~withdrawal~~Proceeds ~~amount~~paid isout inunder ~~addition~~one toof the ~~annual~~Income ~~Preferred~~Plans ~~Withdrawal~~described ~~Amount.~~in the Income Payments section, subject to the following conditions:

IfIncome ~~the~~payments ~~Contract~~must ~~Owner~~begin iswithin ~~not~~one ~~the~~year ~~Annuitant~~of ~~and~~your ~~the~~date ~~Annuitant~~of ~~dies,~~death. ~~then~~Income ~~the~~payments ~~Contract~~must ~~Owner~~be ~~has the following 3 options~~payable:

1.(i)Over ~~continue~~ the ~~Contract~~life asof if the ~~death~~surviving ~~had~~Contract ~~not~~Owner ~~occurred~~or Vested Beneficiary; or

2.(ii) for ~~receive~~a guaranteed payment period of at least 5 years, but not to exceed the ~~Death~~life ~~Benefit~~expectancy inof athe ~~lump~~surviving ~~sum~~Contract Owner or Vested Beneficiary; or

3.(iii) over ~~apply~~ the ~~Death~~life ~~Benefit~~of tothe ansurviving ~~Income~~Contract ~~Plan,~~Owner ~~which~~or ~~must~~Vested ~~begin~~Beneficiary. ~~within~~with 1a ~~year~~guaranteed ofpayment ~~the~~period ~~date~~ of ~~death~~at ~~and~~least ~~must~~5 beyears, ~~for~~but anot ~~period equal~~ to orexceed ~~less than~~ the life expectancy of the surviving Contract Owner or Vested Beneficiary.

~~The~~OPTION ~~Contract~~C ~~Owner~~The ~~has~~surviving ~~60 days from the date Allstate Life receives Due Proof of Death to select an income plan without incurring a tax on the entire gain in the~~ Contract. ~~If the Contract~~ Owner ~~elects~~or toVested ~~continue~~Beneficiary ~~the~~may ~~Contract~~elect ~~they will be taxed on the entire gain in the Contract computed on the date of continuance. We are required~~ to ~~report~~receive ~~such gain to~~ the ~~IRS~~Death asProceeds ~~income to the Contract Owner. An additional 10% federal tax penalty may apply if the Contract Owner is under age 59 ½. Any amount included~~ in ~~the Contract Owner's gross income as~~ a ~~result~~lump ofsum apayable ~~Contract~~any ~~continuance~~time ~~will~~within ~~increase~~five ~~the~~years ~~investment~~of in the ~~Contract~~date ~~for~~of ~~future~~your ~~distributions~~death.

~~For~~All ~~Options~~ownership 1rights ~~and~~subject 3,to the ~~new~~conditions ~~Annuitant~~stated ~~will~~in bethis ~~the~~provision ~~youngest~~or ~~Contract~~any ~~Owner~~restrictions ~~unless~~previously ~~the~~placed ~~Contract~~upon the Owner, ~~names~~are aavailable ~~different~~to ~~Annuitant.~~the ~~Options~~surviving 1Contract ~~and~~Owner 3or ~~are~~Vested ~~not~~Beneficiary ~~available~~from if the ~~Contract~~date ~~Owner~~of isyour adeath ~~non-living~~until ~~person~~the ~~(other~~date ~~than~~on awhich ~~grantor~~the ~~trust)~~Death Proceeds are paid.

~~Options 2 and 3 above are available only if we receive Due Proof of Death within 180 days of the date of death.~~ We ~~are~~reserve ~~currently waiving~~ the ~~180~~right ~~day limitation, but may enforce it in the future. Please refer~~ to ~~your~~offer ~~Contract~~additional ~~for~~Death ~~more~~of ~~details~~Owner ~~on the above options, including terms that apply to grantor trusts~~Options.

If the Contract Owner dies after the Payout Start Date, refer to “Payout Phase -Income Plans”.

DEATH OF ANNUITANT

If the Annuitant who is also the Contract Owner dies before the Payout Start Date, the Death of Owner provisions, described above, will apply.

If the Annuitant who is not also the Contract Owner dies before the Payout Start Date, the Options available to the Contract Owner will be determined by the applicable following Category in which the Contract Owner is defined.

Category 1 If the Contract Owner is a natural person, the Contract will continue in the Accumulation Phase with a new Annuitant. The new Annuitant will be:

i)A person you name by written request subject to the conditions described in the Annuitant provision of the Contract; otherwise,

ii)The youngest Contract Owner; otherwise,

iii)The youngest Beneficiary.

29 PROSPECTUS

Category 2 If the Contract Owner is a Non-Natural Person, the Owner must select Option A or B, described below.

The following Death of Annuitant Options are available, as applicable:

Option A. The Contract Owner may elect to receive the Death Proceeds payable within 5 years of the date of the Annuitant’s death.

Withdrawal Charges will be waived for any withdrawals made during this 5-year period.

If the Owner dies prior to the end of the 5-year period and before the complete distribution of the Death Proceeds, then the Owner’s Beneficiary(ies) will receive the remaining Death Proceeds. This amount must be fully withdrawn within 5 years of the date of the Annuitant’s death.

Option B. The Owner may elect to receive the Death Proceeds in a lump sum.

All ownership rights, subject to the conditions stated in this provision, are available to the Owner from the date of the Annuitant’s death until the date on which the Death Proceeds are paid.

We reserve the right to offer additional Death of Annuitant Options.

If the Annuitant dies after the Payout Start Date, refer to “Payout Phase - Income Plans”.

DEATH PROCEEDS

We will pay the Death Proceeds to the Contract Owner or Vested Beneficiary as determined immediately after the death.

A claim for settlement of the Death Proceeds must include Due Proof of Death. We will accept the following documentation as “Due Proof of Death”:

•a certified copy of a death certificate;

•a certified copy of a decree of a court of competent jurisdiction as to the finding of death; or

•any other proof acceptable to us.

We will calculate the value of the Death Proceeds as of the date we receive the first complete request for settlement of the Death Proceeds from any Owner or Vested Beneficiary.

If the date we accept Due Proof of Death is during the Investment Option Period, the Death Proceeds are equal to the greatest of:

•Maturity Value, less taxes;

•Interim Value, less Withdrawal Charges and taxes; or

•The Purchase Payment, adjusted in the same proportion as the Interim Value is reduced upon a partial withdrawal, less taxes. (see Appendix B)

If the date we accept due proof of death is during the Access Account Period, the Death Proceeds are equal to the greater of:

•Access Account Value, less taxes;

•The Purchase Payment, adjusted in the same proportion as the Interim Value and Access Account Value is reduced upon a partial withdrawal, less taxes.

Administration of the Death Proceeds. If Option A or Option B is selected upon the death of any Owner, or Option A is selected upon the death of the Annuitant:

•If the date of death is during the Investment Option Period, the Maturity Value will be transferred to establish an Access Account. Any difference between the amount transferred to establish the Access Account and the Death Proceeds will be added to the Access Account; or

•If the date of death is during the Access Account Period, any difference between the Access Account Value on the date we receive due proof of death and the Death Proceeds will be added to the Access Account.

The Death Proceeds will remain in the Access Account until the payment of the Death Proceeds.

30 PROSPECTUS


More Information

~~ALLSTATE~~EVERLAKE LIFE

On November 1, 2021, Allstate ~~Life~~Insurance isCompany ~~the~~completed ~~issuer~~its sale of ~~the~~Allstate ~~Contract.~~Life Insurance Company and Allstate ~~Life~~Distributors, ~~was~~LLC, ~~organized~~to inEverlake ~~1957~~US asHoldings Company, a ~~stock~~Delaware ~~life~~corporation ~~insurance~~(the ~~company~~“Transaction”). ~~under~~Due to the ~~laws~~company sale, Everlake Life is now a wholly owned subsidiary of ~~the~~Everlake ~~State~~US Holdings Company. As a result of ~~Illinois~~the Transaction, Allstate Distributors, LLC has changed its name to Everlake Distributors, LLC, and Allstate Life Insurance Company has changed its name to Everlake Life Insurance Company (“Everlake Life”).

~~Allstate~~Everlake Life is athe ~~wholly~~issuer ~~owned~~of ~~subsidiary~~the ofContract. ~~Allstate~~Everlake ~~Insurance~~Life ~~Company,~~was organized in 1957 as a stock ~~property-liability~~life insurance company ~~organized~~ under the laws of the State of Illinois. ~~All of the capital stock issued and outstanding of Allstate Insurance Company is owned by The Allstate Corporation.~~

~~Allstate~~Everlake Life is licensed to operate in the District of Columbia, Puerto Rico, and all jurisdictions except the State of New York. WeThe ~~intend~~Contracts toare ~~offer~~no ~~the~~longer ~~Contract~~offered infor ~~those~~sale ~~jurisdictions~~ in ~~which~~any ~~we are licensed~~jurisdiction. Our home office is located at ~~3075~~3100 Sanders Road, Northbrook, Illinois, 60062. Additional information concerning ~~Allstate~~Everlake Life is provided in Appendix AC to this prospectus.

THE CONTRACT

Distribution. ~~Morgan~~Everlake ~~Stanley~~Distributors, ~~& Co~~L. ~~Inc~~L.C. (“EDLLC”), located at ~~1585~~3100 ~~Broadway~~Sanders Road, ~~New York~~Northbrook, NYIL ~~10036~~60062, ~~serves~~is asthe principal underwriter and distributor of the ~~Contracts~~Contract. ~~Morgan~~EDLLC ~~Stanley & Co. Inc.~~ is a wholly owned subsidiary of ~~Morgan~~Everlake ~~Stanley Dean Witter & Co~~Life. ~~Morgan~~EDLLC ~~Stanley~~is &registered ~~Co.~~as ~~Inc. is~~ a ~~registered~~ broker-‑dealer under the Securities Exchange Act of 1934, as amended, ~~(“Exchange Act”)~~ and is a member of ~~FINRA. Morgan Stanley & Co. Inc. is also registered with~~ the ~~Securities~~Financial ~~and~~Industry ~~Exchange~~Regulatory ~~Commission~~Authority ~~as an investment adviser~~("FINRA"). ~~Morgan~~ ~~Stanley & Co. Inc. is not required to sell any specific number or dollar amount of securities but will use its best efforts to sell the securities offered.~~

WeEDLLC may pay ~~broker-dealers~~ongoing annual compensation of up to a1.25% ~~maximum~~of ~~sales~~Contract ~~commission~~Value. Individual representatives receive a portion of 8%compensation onpaid ~~subsequent~~to ~~purchase~~the ~~payments~~broker-dealer or ~~upon~~bank ~~renewal~~with ofwhich athey ~~Guarantee~~are ~~Period.~~associated ~~The~~in ~~underwriting~~accordance ~~agreement~~ with ~~Morgan~~the ~~Stanley~~broker-dealer's &or ~~Co.~~bank's ~~Inc~~practices. ~~provides~~We estimate that wecommissions ~~will~~and ~~reimburse~~annual ~~Morgan~~compensation, ~~Stanley~~when &combined, Cowill not exceed 8.5% ~~Inc~~of total purchase payments. ~~for~~However, ~~any~~commissions ~~liability~~and annual compensation could exceed that amount because ongoing annual compensation is related to Contract ~~Owners~~Value ~~arising~~and ~~out~~the number of ~~services~~years ~~rendered~~the orContract ~~Contracts~~is ~~issued~~held.

~~13 PROSPECTUS~~From time to time, we may pay asset-based compensation and/or marketing allowances to banks and broker-dealers. These payments vary among individual banks and broker dealers, and the asset-based payments may be up to 0.25% of Contract Value annually. These payments are intended to contribute to the promotion and marketing of the Contracts, and vary among banks and broker-dealers. The marketing and distribution support services include but are not limited to: (1) placement of the Contracts on a list of preferred or recommended products in the bank's or broker-dealer's distribution system; (2) sales promotions with regard to the Contracts; (3) participation in sales conferences; and (4) helping to defray the costs of sales conferences and educational seminars for the bank or broker-dealer's registered representatives. For more information on the compensation associated with this Contract that your registered representative or his or her bank or brokerage firm may receive, please consult your registered representative.

Everlake Life does not pay EDLLC a commission for distribution of the Contracts. The underwriting agreement with EDLLC provides that we will reimburse EDLLC for expenses incurred in distributing the Contracts, including any liability to Contract Owners arising out of services rendered or Contracts issued.

Administration. We have primary responsibility for all administration of the Contracts. We provide the following administrative services, among others:

• issuance of the Contracts;

• maintenance of Contract Owner records;

• Contract Owner services; and

• preparation of Contract Owner reports.

You should notify us promptly in writing of any address change. You should read your statements and confirmations carefully and verify their accuracy. You should contact us promptly if you have a question about a periodic statement. We will investigate all complaints and make any necessary adjustments retroactively, but you must notify us of a potential error within a reasonable time after the date of the questioned statement. If you wait too long, we reserve the right to make the adjustment as of the date that we receive notice of the potential error.

31 PROSPECTUS

We also will provide you with additional periodic and other reports, information and prospectuses as may be required by federal securities laws.

ANNUITIES HELD WITHIN A QUALIFIED PLAN

If you use the Contract within an employer sponsored qualified retirement plan, the plan may impose different or additional conditions or limitations on withdrawals, waivers of withdrawal charges, death benefits, Payout Start Dates, income payments, and other Contract features. In addition, adverse tax consequences may result if qualified plan limits on distributions and other conditions are not met. Please consult your qualified plan administrator for more information. Allstate Life no longer issues deferred annuities to employer sponsored qualified retirement plans.

LEGAL MATTERS

Certain matters of state law pertaining to the Contracts, including the validity of the Contracts and ~~Allstate~~Everlake Life’s right to issue such Contracts under applicable state insurance law, have been passed upon by Angela K. Fontana, Senior Vice President, ~~General~~Chief ~~Counsel~~Legal Officer and Secretary of ~~Allstate~~Everlake Life.

EXPERTS

The ~~consolidated~~statutory-basis financial statements, ~~and~~of ~~the~~Everlake ~~related~~Life ~~financial~~Insurance ~~statement~~Company ~~schedules,~~as ~~incorporated~~of inDecember ~~this~~31, ~~Prospectus~~2022 byand ~~reference~~2021, ~~from~~and ~~the~~for ~~Allstate~~each ~~Life~~of ~~Insurance~~the ~~Company’s~~three ~~Annual~~years ~~Report~~in ~~on Form 10-K for~~ the ~~year~~period ended December 31, ~~2019~~2022, ~~SEC~~included ~~File~~in ~~number~~this ~~000-31248,~~Prospectus have been audited by Deloitte & Touche LLP, an independent ~~registered public accounting firm~~auditors, as stated in their report, which is incorporated herein by reference (which report expresses an unqualified opinion on the consolidated financial statements and financial statement schedules and includes an explanatory paragraph referring to a change in presentation and method of accounting for the recognition and measurement of financial assets and financial liabilities on January 1, 2018, due to adoption of FASB Accounting Standards Update No. ~~2016-01, Financial Instruments - Overall (Subtopic 825-10)).~~ Such ~~consolidated~~ financial statements ~~and~~are ~~financial~~included ~~statement schedules have been so incorporated~~ in reliance upon the report of such firm given ~~upon~~ their authority as experts in accounting and auditing.


Taxes

The following discussion is general and is not intended as tax advice. ~~Allstate~~Everlake Life makes no guarantee regarding the tax treatment of any Contract or transaction involving a Contract.

Federal, state, local and other tax consequences of ownership or receipt of distributions under an annuity contract depend on your individual circumstances. If you are concerned about any tax consequences with regard to your individual circumstances, you should consult a competent tax advisor.

TAXATION OF ~~ALLSTATE~~EVERLAKE LIFE INSURANCE COMPANY

~~Allstate~~Everlake Life is taxed as a life insurance company under Part I of Subchapter L of the Code.

TAXATION OF FIXED ANNUITIES IN GENERAL

Tax Deferral. Generally, you are not taxed on increases in the Contract Value until a distribution occurs. This rule applies only where the Contract Owner is a natural person.

Non-Natural Owners. Non-natural owners are also referred to as Non Living Owners in this prospectus. As a general rule, annuity contracts owned by non-natural persons such as corporations, trusts, or other entities are not treated as annuity contracts for federal income tax purposes. The income on such contracts does not enjoy tax deferral and is taxed as ordinary income received or accrued by the non-natural owner during the taxable year.

Exceptions to the Non-Natural Owner Rule. There are several exceptions to the general rule that annuity contracts held by a non- natural owner are not treated as annuity contracts for federal income tax purposes. Contracts will generally be treated as held by a natural person if the nominal owner is a trust or other entity which holds the contract as agent for a natural person. However, this special exception will not apply in the case of an employer who is the nominal owner of an annuity contract under a non-qualified deferred compensation arrangement for its employees. Other exceptions to the non-natural owner rule are: (1) contracts acquired by an estate of a decedent by reason of the death of the decedent; (2) certain qualified contracts; (3) contracts purchased by employers upon the termination of certain Qualified Plans; (4) certain contracts used in connection with structured settlement agreements; and (5) immediate annuity contracts, purchased with a single premium, when the annuity starting date is no later than a year from purchase of the annuity and substantially equal periodic payments are made, not less frequently than annually, during the annuity period.

~~14 PROSPECTUS~~Grantor Trust Owned Annuity. Contracts owned by a grantor trust are considered owned by a non-natural owner. Grantor trust owned contracts receive tax deferral as described in the Exceptions to the Non-Natural Owner Rule section. In accordance with the Code, upon the death of the annuitant, the death benefit must be paid. According to your Contract, the Death Benefit is paid to the surviving Contract Owner. Since the trust will be the surviving Contract Owner in all cases, the

deferred compensation arrangement for its employees. Other exceptions to the non-natural owner rule are: (1) contracts acquired by an estate of a decedent by reason of the death of the decedent; (2) certain qualified contracts; (3) contracts purchased by employers upon the termination of certain Qualified Plans; (4) certain contracts used in connection with structured settlement agreements; and (5) immediate annuity contracts, purchased with a single premium, when the annuity starting date is no later than a year from purchase of the annuity and substantially equal periodic payments are made, not less frequently than annually, during the annuity period.32 PROSPECTUS

Grantor Trust Owned Annuity. Contracts owned by a grantor trust are considered owned by a non-natural owner. Grantor trust owned contracts receive tax deferral as described in the Exceptions to the Non-Natural Owner Rule section. In accordance with the Code, upon the death of the annuitant, the death benefit must be paid. According to your Contract, the Death Benefit ~~is paid to the surviving Contract Owner. Since the trust~~ will be ~~the surviving Contract Owner in all cases, the Death Benefit will be~~ payable to the trust notwithstanding any beneficiary designation on the annuity contract. A trust, including a grantor trust, has two options for receiving any death benefits: 1) a lump sum payment; or 2) payment deferred up to five years from date of death.

Taxation of Partial and Full Withdrawals. If you make a partial withdrawal under a non-Qualified Contract, amounts received are taxable to the extent the Contract Value, without regard to surrender charges, exceeds the investment in the Contract. An exception to this treatment exists for contracts purchased prior to August 14, 1982, or contracts with investment prior to that date often referred to as Pre-TEFRA cost basis. In those contracts, withdrawals are treated as a return of cost basis until all Pre-TEFRA cost basis is withdrawn. The investment in the Contract is the gross premium paid for the contract minus any amounts previously received from the Contract if such amounts were properly excluded from your gross income. If you make a total withdrawal under a non‑ Qualified Contract, the amount received will be taxable only to the extent it exceeds the investment in the Contract.

You should contact a competent tax advisor about the potential tax consequences of aan ~~Market~~Adjustment for the change in the Fair Value ~~Adjustment~~Index, as no definitive guidance exists on the proper tax treatment of ~~Market~~a Fair Value ~~Adjustments~~Index Adjustment.

Taxation of Annuity Payments. Generally, the rule for income taxation of annuity payments received from a non-Qualified Contract provides for the return of your investment in the Contract in equal tax-free amounts over the payment period. The balance of each payment received is taxable. For fixed annuity payments, the amount excluded from income is determined by multiplying the payment by the ratio of the investment in the Contract (adjusted for any refund feature or period certain) to the total expected value of annuity payments for the term of the Contract. The annuity payments will be fully taxable after the total amount of the investment in the Contract is excluded using these ratios. The federal tax treatment of annuity payments is unclear in some respects. As a result, if the IRS should provide further guidance, it is possible that the amount we calculate and report to the IRS as taxable could be different. If you die, and annuity payments cease before the total amount of the investment in the Contract is recovered, the unrecovered amount will be allowed as a deduction for your last taxable year.

payments for the term of the Contract. The annuity payments will be fully taxable after the total amount of the investment in the Contract is excluded using these ratios. The federal tax treatment of annuity payments is unclear in some respects. As a result, if the IRS should provide further guidance, it is possible that the amount we calculate and report to the IRS as taxable could be different. If you die, and annuity payments cease before the total amount of the investment in the Contract is recovered, the unrecovered amount will be allowed as a deduction for your last taxable year.

Partial Annuitization. An individual may partially annuitize their non-qualified annuity if the contract permits. The Small Business Jobs Act of 2010 included a provision which allows for a portion of a non-qualified annuity to be annuitized while the balance is not annuitized. The annuitized portion must be paid out over 10 or more years or over the lives of one of more individuals. The annuitized portion of the contract is treated as a separate contract for purposes of determining taxability of the payments under Section 72 of the Code. We do not currently permit partial annuitization.

Withdrawals After the Payout Start Date. Federal tax law is unclear regarding the taxation of any additional withdrawal received after the Payout Start Date. It is possible that a greater or lesser portion of such a payment could be taxable than the amount we determine.

Distribution at Death Rules. In order to be considered an annuity contract for federal income tax purposes, the Contract must provide:

• if any Contract Owner dies on or after the Payout Start Date but before the entire interest in the Contract has been distributed, the remaining portion of such interest must be distributed at least as rapidly as under the method of distribution being used as of the date of the Contract Owner’s death;

• if any Contract Owner dies prior to the Payout Start Date, the entire interest in the Contract will be distributed within 5 years after the date of the Contract Owner’s death. ~~These~~The ~~requirements~~requirement ~~are~~is satisfied if any portion of the Contract Owner’s interest that is payable to (or for the benefit of) a designated Beneficiary is distributed over the life of such Beneficiary (or over a period not extending beyond the life expectancy of the Beneficiary) and the distributions begin within 1 year of the Contract Owner’s death. If the Contract Owner’s designated Beneficiary is the surviving spouse (as defined by federal law) of the Contract Owner, the Contract may be continued with the surviving spouse as the new Contract Owner;

• if the Contract Owner is a non-natural person, then the Annuitant will be treated as the Contract Owner for purposes of applying the distribution at death rules. In addition, a change in the Annuitant on a Contract owned by a non-natural person will trigger the rules under death of the Contract Owner.

Please consult with your tax or legal adviser for additional information.

33 PROSPECTUS

Taxation of Annuity Death Benefits. Death Benefit amounts are included in income as follows:

• if distributed in a lump sum, the amounts are taxed in year of distribution in the same manner as a total withdrawal, or

• if distributed under an Income Plan, the amounts are taxed in the same manner as annuity payments.

15 PROSPECTUS

Medicare Tax on Net Investment Income. The Patient Protection and Affordable Care Act, enacted in 2010, included a Medicare tax on investment income. This tax assesses a 3.8% surtax on the lesser of (1) net investment income or (2) the excess of “modified adjusted gross income” over a threshold amount. The “threshold amount” is $250,000 for married taxpayers filing jointly, $125,000 for married taxpayers filing separately, $200,000 for single taxpayers, and approximately $12,750 for trusts. The taxable portion of payments received as a withdrawal, surrender, annuity payment, death benefit payment or any other actual or deemed distribution under the contract will be considered investment income for purposes of this surtax.

Penalty Tax on Premature Distributions. A 10% penalty tax applies to the taxable amount of any premature distribution from a non-Qualified Contract. The penalty tax generally applies to any distribution made prior to the date you attain age 59½. However, no penalty tax is incurred on distributions:

• made on or after the date the Contract Owner attains age 59½,

• made as a result of the Contract Owner’s death (or Annuitant’s death when owner is not an individual) or the Contract owner becoming totally disabled as defined in the Code,

• made in substantially equal periodic payments (as defined by the Code) over the Contract Owner’s life or life expectancy, or over the joint lives or joint life expectancies of the Contract Owner and the Beneficiary,

• made under an immediate annuity (as defined by the Code),; or

• attributable to investment in the Contract before August 14, 1982.

You should consult a competent tax advisor to determine how these exceptions may apply to your situation.

Substantially Equal Periodic Payments. With respect to non‑ Qualified Contracts using substantially equal periodic payments or immediate annuity payments as an exception to the penalty tax on premature distributions, any additional withdrawal or other material modification of the payment stream would violate the requirement that payments must be substantially equal. Failure to meet this requirement would mean that the income portion of each payment received prior to the later of 5 years or the Contract Owner’s attaining age 59½ would be subject to a 10% penalty tax unless another exception to the penalty tax applied. The tax for the year of the modification is increased by the penalty tax that would have been imposed without the exception, plus interest for the years in which the exception was used. A material modification does not include permitted changes described in published IRS rulings. Not all products may offer a substantially equal periodic payment stream. You should consult a competent tax advisor prior to creating or modifying a substantially equal periodic payment stream.

Tax Free Exchanges under Internal Revenue Code Section 1035. A 1035 exchange is a tax-free exchange of a non‑ Qualified life insurance contract, endowment contract or annuity contract into a non-Qualified annuity contract, including tax-free exchanges of annuity death benefits for a Beneficiary Annuity. The contract owner(s) must be the same on the old and new contracts. Basis from the old contract carries over to the new contract so long as we receive that information from the relinquishing company. If basis information is never received, we will assume that all exchanged funds represent earnings and will allocate no cost basis to them. Once you begin fixed annuity payments, you are not eligible for a tax-free exchange under Section 1035.

Partial Exchanges. The IRS has issued rulings that permit partial exchanges of annuity contracts. Effective October 24, 2011, a partial exchange, from one deferred annuity contract to another deferred annuity contract will qualify for tax deferral. If a distribution from either contract occurs during the 180 day period following the date of the 1035 transfer, the IRS will apply general tax principles to determine the substance and treatment of the transfer. This may include disqualifying the original 1035 exchange or treating the withdrawn funds as a distribution from the original contract. You should consult with a competent tax advisor with respect to withdrawals or surrenders during this 180 day time frame.

If a partial exchange is retroactively negated, the amount originally transferred to the recipient contract is treated as a withdrawal from the source contract, taxable to the extent of any gain in that contract on the date of the exchange. An additional 10% tax penalty may also apply if the Contract Owner is under age 59 ½. Your Contract may not permit partial exchanges, please contact us for more information.

Partial exchange from a deferred annuity to long-term care contract. The IRS confirmed in Notice 2011-68 that partial exchanges from a deferred annuity contract to a qualified long-term care insurance contract can qualify as tax-free exchanges under section 1035.

34 PROSPECTUS

You should consult a competent tax advisor before entering into any transaction of this type.

Taxation of Ownership Changes. If you transfer a non‑ Qualified Contract without full and adequate consideration to a person other than your spouse (or to a former spouse incident to a divorce), you will be taxed on the difference between the Contract Value and the investment in the Contract at the time of transfer. Any assignment or pledge (or agreement to assign or pledge) of the Contract Value is taxed as a withdrawal of such amount or portion and may also incur the 10% penalty tax. If the entire Account Value is assigned or pledged, subsequent increases in the Account Value are also treated as withdrawals for as long as the assignment or pledge remains in place. The cost basis is increased by the amount ~~includible~~includable in income with respect to such assignment or pledge.

~~16 PROSPECTUS~~Aggregation of Annuity Contracts. The Code requires that all non-qualified deferred annuity contracts issued by Everlake Life (or its affiliates) to the same Contract Owner during any calendar year be aggregated and treated as one annuity contract for purposes of determining the taxable amount of a distribution.

Aggregation of Annuity Contracts. The Code requires that all non-qualified deferred annuity contracts issued by Allstate Life (or its affiliates) to the same Contract Owner during any calendar year be aggregated and treated as one annuity contract for purposes of determining the taxable amount of a distribution.

INCOME TAX WITHHOLDING

Generally, ~~Allstate~~Everlake Life is required to withhold federal income tax at a rate of 10% from all non-annuitized distributions. The customer may elect out of withholding by completing and signing a withholding election form. If no election is made, ~~we will automatically withhold the required 10% of the taxable amount. If no election is made~~ or no U.S. taxpayer identification number is provided we will automatically withhold the required 10% of the taxable amount. In certain states, if there is federal withholding, then state withholding is also mandatory.

~~Allstate~~Everlake Life is required to withhold federal income tax using the wage withholding rates for all annuitized distributions. The customer may elect out of withholding by completing and signing a withholding election form. If no election is made, we will automatically withhold using married with three exemptions as the default. If no U.S. taxpayer identification number is provided, we will automatically withhold using single with zero exemptions as the default. In certain states, if there is federal withholding, then state withholding is also mandatory.

Election out of withholding is valid only if the customer provides a U.S. residence address and taxpayer identification number.

Generally, Code Section 1441 provides that ~~Allstate~~Everlake Life as a withholding agent must withhold 30% of the taxable amounts paid to a non-resident alien not subject to FATCA. Certain payees may be subject to the Foreign Accounts Tax Compliance Act (FATCA) which would require 30% mandatory withholding for certain entities. Please see your personal tax advisor for additional information regarding FATCA. A non‑resident alien is someone other than a U.S. citizen or resident alien. We require an IRS Form W-8 at issue to certify the owners' foreign status. Withholding may be reduced or eliminated if covered by an income tax treaty between the U.S. and the non-resident alien’s country of residence if the payee provides a fully completed Form W-8. A U.S. taxpayer identification number is a social security number or an individual taxpayer identification number (“ITIN”). The U.S. does not have a tax treaty with all countries nor do all tax treaties provide an exclusion or lower withholding rate for annuities.

Regardless of the amount withheld by us, you are liable for payment of income taxes (including any estimated taxes that may be due) on the taxable portion of distributions from the annuity contract. You should consult with a competent tax advisor regarding the payment of the correct amount of these income taxes and potential liability if you fail to pay such taxes.

TAX QUALIFIED CONTRACTS

The income on ~~tax~~Qualified ~~sheltered~~Plan ~~annuity (TSA) and IRA~~ investments is tax deferred, and the income from annuities held by such plans does not receive any additional tax deferral. You should review the annuity features, including all benefits and expenses, prior to purchasing an annuity as an IRA. Tax Qualified Contracts are contracts purchased as or in connection with:

• Individual Retirement Annuities (IRAs) under Code Section 408(b);

• Roth IRAs under Code Section 408A;

• Simplified Employee Pension (SEP IRA) under Code Section 408(k);

• Savings Incentive Match Plans for Employees (SIMPLE IRA) under Code Section 408(p);

• Tax Sheltered Annuities under Code Section 403(b);

• Corporate and Self Employed Pension and Profit Sharing Plans under Code Section 401; and

• State and Local Government and Tax-Exempt Organization Deferred Compensation Plans under Code Section 457.

Allstate Life reserves the right to limit the availability of the Contract for use with any of the retirement plans listed above or to modify the Contract to conform with tax requirements. If you use the Contract within an employer sponsored qualified retirement plan or TSA, the plan may impose different or additional conditions or limitations on withdrawals, waiver of charges, death benefits, Payout Start Dates, income payments, and other Contract features. In addition, adverse tax consequences may result if Qualified Plan and TSA limits on distributions and other conditions are not met. Please consult your Qualified Plan or TSA administrator for more information. Allstate Life no longer issues deferred annuities to employer sponsored qualified retirement plans or TSAs.35 PROSPECTUS

~~The~~Everlake ~~tax~~Life ~~rules~~reserves ~~applicable~~the toright ~~participants with tax qualified annuities vary according~~ to limit the ~~type~~availability of ~~contract~~the ~~and~~Contract ~~the~~for ~~terms~~use ~~and~~with ~~conditions~~any of the ~~endorsement.~~retirement ~~Adverse~~plans ~~tax~~listed ~~consequences~~above ~~may~~or ~~result~~to ~~from~~modify ~~certain~~the ~~transactions~~Contract ~~such~~to ~~as excess contributions, premature distributions, and, distributions that do not~~ conform towith ~~specified~~tax ~~commencement~~requirements. ~~and~~If ~~minimum~~you ~~distribution~~use ~~rules.~~the ~~Allstate~~Contract ~~Life~~within ~~can~~an ~~issue~~employer ansponsored ~~individual~~qualified retirement ~~annuity~~plan ~~on a rollover~~ or ~~transfer of proceeds from a decedent’s IRA,~~ TSA, orthe ~~employer sponsored retirement~~ plan ~~under~~may ~~which~~impose ~~the~~different ~~decedent’s~~or ~~surviving~~additional ~~spouse~~conditions isor ~~the~~limitations ~~beneficiary.~~on ~~Allstate~~withdrawals, ~~Life~~waiver ~~does~~of ~~not~~charges, ~~offer~~death anbenefits, ~~individual~~Payout ~~retirement~~Start ~~annuity~~Dates, ~~that~~income ~~can~~payments, ~~accept~~and aother ~~transfer~~Contract offeatures. ~~funds~~In ~~for any other~~addition, ~~non-spousal,~~adverse ~~beneficiary~~tax ofconsequences amay ~~decedent’s~~result ~~IRA,~~if ~~TSA,~~Qualified orPlan ~~employer~~and ~~sponsored~~TSA ~~qualified~~limits ~~retirement~~on ~~plan. Note~~distributions ~~that~~and inother ~~2014,~~conditions ~~the~~are Unot met.S. ~~Supreme~~Please ~~Court~~consult ~~ruled~~your ~~that~~Qualified ~~Inherited~~Plan ~~IRA’s,~~or ~~other~~TSA ~~than~~administrator ~~IRAs~~for ~~inherited~~more byinformation. ~~the~~Everlake ~~owner’s~~Life ~~spouse,~~no dolonger ~~not~~issues ~~qualify~~deferred asannuities ~~retirement~~to ~~assets~~employer ~~for~~sponsored ~~purposes~~qualified ofretirement ~~protection~~plans ~~under~~or ~~federal bankruptcy laws~~TSAs.

~~Please~~The ~~refer~~tax rules applicable to participants with tax qualified annuities vary according to the ~~section~~type ~~Required~~of ~~Distributions~~contract ~~Upon~~and ~~Your~~the ~~Death~~terms ~~for~~and aconditions ~~Qualified~~of ~~Annuity~~the ~~for~~endorsement. ~~IRAs~~Adverse ortax ~~403(b)~~consequences ~~plans~~may result from certain transactions such as excess contributions, ifpremature ~~applicable~~distributions, ~~for~~and, ~~additional~~distributions ~~information~~that ondo ~~your~~not ~~death~~conform ~~settlement~~to ~~options~~specified commencement and minimum distribution rules. InEverlake ~~the~~Life ~~case~~can issue an individual retirement annuity on a rollover or transfer of ~~certain~~proceeds ~~Qualified~~from ~~Plans~~a decedent’s IRA, ~~the~~TSA, ~~terms~~or ofemployer ~~the~~sponsored ~~Qualified~~retirement ~~Plan~~plan ~~Endorsement~~under ~~and~~which the ~~plans~~decedent’s ~~may~~surviving ~~govern~~spouse is the ~~right~~beneficiary. toAllstate ~~benefits~~Life does not offer an individual retirement annuity that can accept a transfer of funds for any other, ~~regardless~~non-spousal, beneficiary of a decedent’s IRA, TSA, or employer sponsored qualified retirement plan. Note that in 2014, the ~~terms~~U.S. ofSupreme Court ruled that Inherited IRA’s, other than IRAs inherited by the ~~Contract~~owner’s spouse, do not qualify as retirement assets for purposes of protection under federal bankruptcy laws.

~~17 PROSPECTUS~~Please refer to the section Required Distributions upon Your Death of your Qualified Annuity for IRAs or 403(b) plans, if applicable, for additional information on your death settlement options. In the case of certain Qualified Plans, the terms of the Qualified Plan Endorsement and the plans may govern the right to benefits, regardless of the terms of the Contract.

Taxation of Withdrawals from an Individually Owned Tax Qualified Contract. If you make a partial withdrawal under a Tax Qualified Contract other than a Roth IRA, the portion of the payment that bears the same ratio to the total payment that ~~they~~you invest in the Contract (i.e., nondeductible IRA contributions) bears to the Contract Value, is excluded from your income. We do not keep track of nondeductible contributions, and generally all tax reporting of distributions from Tax Qualified Contracts other than Roth IRAs will indicate that the distribution is fully taxable.

“Qualified distributions” from Roth IRAs are not included in gross income. “Qualified distributions” are any distributions made more than five taxable years after the taxable year of the first contribution to any Roth IRA and which are:

• made on or after the date the Contract Owner attains age 59½,

• made to a beneficiary after the Contract Owner’s death,

• attributable to the Contract Owner being disabled, or

• made for a first time home purchase (first time home purchases are subject to a lifetime limit of $10,000).

“Non-qualified distributions” from Roth IRAs are treated as made from contributions first and are included in gross income only to the extent that distributions exceed contributions.

Required Minimum Distributions. Generally, Tax Qualified Contracts (excluding Roth IRAs) require minimum distributions upon reaching ~~age~~the ~~70½~~applicable ~~(72~~age, ~~for~~or ~~those~~if ~~who~~later, ~~would~~the ~~have~~year ~~reached~~in ~~age~~which 70you ½retire. ~~after~~However, ~~2019).~~if ~~Failure~~the toretirement ~~withdraw~~plan ~~the~~account ~~required~~is ~~minimum~~an ~~distribution~~IRA ~~will~~or ~~result~~you inare a 505% ~~tax~~owner ~~penalty~~of on the ~~shortfall~~business ~~not~~sponsoring ~~withdrawn from~~ the ~~Contract.~~retirement ~~Effective December 31~~plan, ~~2005,~~ the ~~IRS~~RMDs ~~requires~~must ~~annuity~~begin ~~contracts~~once toyou ~~include~~reach the ~~actuarial~~applicable ~~present~~age ~~value~~regardless of ~~other~~whether ~~benefits~~you ~~for~~are ~~purposes~~retired. ofFailure ~~calculating~~to withdraw the required minimum distribution ~~amount.~~will ~~These~~result ~~other~~in ~~benefits~~a ~~may~~25% ~~include~~excise ~~accumulation,~~tax ~~income,~~(a or50% ~~death~~excise ~~benefits.~~tax ~~Not~~applied ~~all~~prior ~~income~~to ~~plans~~tax ~~offered~~year ~~under~~2023) on the ~~Contract~~shortfall ~~satisfy~~not withdrawn from the ~~requirements~~Contract. ~~for~~The ~~minimum~~excise ~~distributions.~~tax ~~Because~~on ~~these~~such ~~distributions~~failures ~~are~~may ~~required~~be ~~under~~further ~~the~~reduced ~~Code~~from 25% to 10% if corrected in a timely manner and ~~the~~certain ~~method~~other ofconditions ~~calculation~~are ismet ~~complex~~in accordance with the Consolidated Appropriations Act, ~~please~~2023 ~~see~~(which aincludes ~~competent~~SECURE ~~tax~~2.0 ~~advisor~~of 2022 (“SECURE 2.0”)).


If you…			Your applicable age is…
Attained age 70 1/2 on or before December 31, 2019			70 ½
Attained age 72 between January 1, 2020 and December 31, 2022			72
Attain age 72 on or after January 1, 2023 and attain age 73 on or before December 31, 2033			73*
Attain age 74 on or after January 1, 2033			75*

*If you were born in 1959, you should consult your tax advisor regarding your “applicable age,” because it is not clear under SECURE 2.0 whether your “applicable age” is age 73 or age 75.

36 PROSPECTUS

The Death Benefit and Tax Qualified Contracts. Pursuant to the Code and IRS regulations, an IRA (e.g., traditional IRA, Roth IRA, SEP IRA and SIMPLE IRA) may not invest in life insurance contracts. However, an IRA may provide a death benefit that equals the greater of the purchase payments or the Contract Value. The Contract offers a death benefit that in certain circumstances may exceed the greater of the purchase payments or the Contract Value. We believe that the Death Benefits offered by your Contract do not constitute life insurance under these regulations.

It is also possible that certain death benefits that offer enhanced earnings could be characterized as an incidental death benefit. If the death benefit were so characterized, this could result in current taxable income to a Contract Owner. In addition, there are limitations on the amount of incidental death benefits that may be provided under Qualified Plans, such as in connection with a TSA or employer sponsored qualified retirement plan.

~~Allstate~~Everlake Life reserves the right to limit the availability of the Contract for use with any of the Qualified Plans listed above.

Penalty Tax on Premature Distributions from Tax Qualified Contracts. A 10% penalty tax applies to the taxable amount of any premature distribution from a Tax Qualified Contract. The penalty tax generally applies to any distribution made prior to the date you attain age 59½. However, no penalty tax is incurred on distributions:

• made on or after the date the Contract Owner attains age 59½,

• made as a result of the Contract Owner’s death or total disability,

• made after separation from service after age 55 (does not apply to IRAs),

• made pursuant to an IRS levy,

• made for certain medical expenses,

• made to pay for health insurance premiums while unemployed (applies only for IRAs),

• made for qualified higher education expenses (applies only for IRAs)

• made for a first time home purchase (up to a $10,000 lifetime limit and applies only for IRAs),

• made for qualified expenses after the birth or adoption of a child ($5,000 limit on expenses incurred within 1 year after birth or adoption), and

• from an IRA or attributable to elective deferrals under a 401(k) plan, 403(b) annuity or certain similar arrangements made to individuals who (because of their being members of a reserve component) are ordered or called to active duty after September 11, 2001 for more than 179 days or for an indefinite period; and made during the period beginning on the date of the order or call on duty and ending at the close of the active duty period.

~~18 PROSPECTUS~~•made as a result of the Contract Owner being certified as terminally ill with 84 or less months to live.

•made to individuals who are corrections officers and who are employees of state and local governments.

•made of excess contributions.

During the first 2 years of the individual’s participation in a SIMPLE IRA, distributions that are otherwise subject to the premature distribution penalty, will be subject to a 25% penalty tax.

You should consult a competent tax advisor to determine how these exceptions may apply to your situation.

Substantially Equal Periodic Payments on Tax Qualified Contracts. With respect to Tax Qualified Contracts using substantially equal periodic payments as an exception to the penalty tax on premature distributions, any additional withdrawal or other material modification of the payment stream would violate the requirement that payments must be substantially equal. Failure to meet this requirement would mean that the income portion of each payment received prior to the later of 5 years or the taxpayer’s attaining age 59½ would be subject to a 10% penalty tax unless another exception to the penalty tax applied. The tax for the year of the modification is increased by the penalty tax that would have been imposed without the exception, plus interest for the years in which the exception was used. A material modification does not include permitted changes described in published IRS rulings. Not all products may offer substantially equal periodic payment stream.

Income Tax Withholding on Tax Qualified Contracts. Generally, Allstate Life is required to withhold federal income tax at a rate of 10% from all non-annuitized distributions that are not considered “eligible rollover distributions.” The customer may elect out of withholding by completing and signing a withholding election form. If no election is made or if no U.S. Taxpayer Identification number is provided, we will automatically withhold the required 10% from the taxable amount. Since we cannot determine the taxable amount of distributions from a Roth IRA, we will not automatically withhold 10%. If you request withholding from a Roth IRA distribution, federal income tax will be withheld on the entire amount distributed. In certain states, if there is federal withholding, then state withholding is also mandatory. Allstate Life is required to withhold federal income tax at a rate of 20% on all “eligible rollover distributions” unless you elect to make a “direct rollover” of such amounts to an IRA or eligible retirement plan. Eligible rollover distributions generally include all distributions from Tax Qualified Contracts, including TSAs but excluding IRAs, with the exception of:37 PROSPECTUS

•Income Tax Withholding on Tax Qualified Contracts. Generally, Everlake Life is required ~~minimum~~to withhold federal income tax at a rate of 10% from all non-annuitized distributions that are not considered “eligible rollover distributions.” The customer may elect out of withholding by completing and signing a withholding election form. If no election is made or if no U.S. Taxpayer Identification number is provided, we will automatically withhold the required 10% from the taxable amount. Since we cannot determine the taxable amount of distributions from a Roth IRA, we will not automatically withhold 10%. If you request withholding from a Roth IRA distribution, federal income tax will be withheld on the entire amount distributed. In certain states, if there is federal withholding, then state withholding is also mandatory. Everlake Life is required to withhold federal income tax at a rate of 20% on all “eligible rollover distributions” unless you elect to make a “direct rollover” of such amounts to an IRA or eligible retirement plan. Eligible rollover distributions generally include all distributions from Tax Qualified Contracts, including TSAs but excluding IRAs, with the exception of:

•required aminimum ~~series of substantially equal periodic payments made over a period of at least 10 years~~distributions, or,

• a series of substantially equal periodic payments made over ~~the~~a ~~life~~period ~~(joint lives)~~ of ~~the~~at ~~participant~~least ~~(and~~10 ~~beneficiary)~~years, or,

•a ~~hardship~~series ~~distributions.~~of substantially equal periodic payments made over the life (joint lives) of the participant (and beneficiary), or,

~~For~~•hardship ~~all annuitized~~ distributions ~~that are not subject to the 20% withholding requirement, Allstate Life is required to withhold federal income tax using the wage withholding rates~~. The customer may elect out of withholding by completing and signing a withholding election form. If no election is made, we will automatically withhold using married with three exemptions as the default. If no U.S. taxpayer identification number is provided, we will automatically withhold using single with zero exemptions as the default. In certain states, if there is federal withholding, then state withholding is also mandatory. Election out of withholding is valid only if the customer provides a U.S. residence address and taxpayer identification number.

~~Generally,~~For ~~Code~~all ~~Section~~annuitized ~~1441~~distributions ~~provides~~ that ~~Allstate~~are ~~Life~~not assubject ato ~~withholding~~the ~~agent~~20% ~~must~~withholding ~~withhold~~requirement, ~~30%~~Everlake ofLife ~~the~~is ~~taxable~~required ~~amounts~~to ~~paid~~withhold tofederal aincome ~~non-resident~~tax ~~alien~~using ~~not~~the ~~subject~~wage towithholding ~~FATCA~~rates. ~~Certain~~The ~~payees~~customer may beelect ~~subject~~out toof ~~the~~withholding ~~Foreign~~by ~~Accounts~~completing ~~Tax~~and ~~compliance~~signing ~~Act~~a ~~(FATCA) which would require 30% mandatory~~ withholding ~~for~~election ~~certain entities~~form. ~~Please~~If ~~see~~no ~~your~~election ~~personal~~is ~~tax~~made, ~~advisor~~we ~~for~~will ~~additional~~automatically ~~information~~withhold ~~regarding~~using ~~FATCA.~~married Awith ~~non‑resident~~three ~~alien~~exemptions isas ~~someone~~the ~~other~~default. ~~than~~If ano U.S. ~~citizen~~taxpayer oridentification ~~resident~~number ~~alien.~~is Weprovided, ~~require~~we anwill ~~IRS~~automatically ~~Form~~withhold ~~W-8~~using atsingle ~~issue~~with tozero ~~certify~~exemptions as the ~~owners' foreign status~~default. ~~Withholding~~In ~~may~~certain bestates, ~~reduced or eliminated~~ if ~~covered~~there byis anfederal ~~income~~withholding, ~~tax~~then ~~treaty~~state ~~between~~withholding ~~the~~is Ualso mandatory.S. ~~and~~Election ~~the~~out ~~non-resident~~of ~~alien’s~~withholding ~~country~~is ofvalid ~~residence~~only if the ~~payee~~customer provides a ~~fully completed Form W-8. A~~ U.S. ~~taxpayer~~residence ~~identification~~address ~~number~~and ~~is a social security number or an individual~~ taxpayer identification number ~~(“ITIN”)~~. ITINs are issued by the IRS to non-resident alien individuals who are not eligible to obtain a social security number. The U.S. does not have a tax treaty with all countries nor do all tax treaties provide an exclusion or lower withholding rate for annuities.

~~Charitable~~Generally, ~~IRA~~Code ~~Distributions.~~Section ~~Certain~~1441 ~~qualified~~provides ~~IRA~~that ~~distributions~~Everlake ~~for~~Life ~~charitable~~as ~~purposes~~a ~~are~~withholding ~~eligible~~agent ~~for~~must anwithhold ~~exclusion~~30% ~~from~~of ~~gross~~the ~~income,~~taxable upamounts paid to ~~$100,000,~~a ~~for~~non-resident ~~otherwise~~alien ~~taxable~~not ~~IRA~~subject ~~distributions~~to ~~from~~FATCA. aCertain ~~traditional~~payees ormay ~~Roth~~be ~~IRA. A~~subject ~~qualified~~to ~~charitable~~the ~~distribution~~Foreign isAccounts aTax ~~distribution~~Compliance ~~that~~Act ~~is made~~ (1FATCA) ~~directly~~which bywould ~~the~~require ~~IRA~~30% ~~trustee~~mandatory towithholding afor certain ~~qualified~~entities. ~~charitable~~Please ~~organizations~~see ~~and~~your ~~(2)~~personal ontax oradvisor ~~after~~for ~~the~~additional ~~date~~information ~~the~~regarding ~~IRA~~FATCA. ~~owner~~A ~~attains~~non ~~age~~resident ~~70½.~~alien ~~Distributions~~is ~~that~~someone ~~are~~other ~~excluded~~than ~~from~~a ~~income~~U.S. ~~under~~citizen ~~this~~or ~~provision~~resident ~~are~~alien. ~~not~~We ~~taken~~require ~~into~~an ~~account~~IRS inForm ~~determining~~W-8 at issue to certify the ~~individual’s~~owners' ~~deduction,~~foreign status. Withholding may be reduced or eliminated if ~~any,~~covered ~~for~~by ~~charitable~~an ~~contributions. Effective~~income intax ~~2020,~~treaty between the ~~amount~~U.S. ofand ~~your~~the ~~qualified~~non-resident ~~charitable~~alien’s ~~distributions~~country ~~that~~of ~~are~~residence ~~excluded~~if ~~from~~the ~~income~~payee ~~for~~provides a ~~tax~~fully ~~year~~completed Form W-8. A U.S. taxpayer identification number is ~~reduced~~a ~~(but~~social ~~not~~security ~~below~~number ~~zero)~~or byan ~~the~~individual ~~excess~~taxpayer ~~of:~~identification number (1“ITIN”). ~~the~~ITINs ~~total~~are ~~amount~~issued ofby ~~your~~the ~~IRA~~IRS ~~deductions~~to ~~allowed~~non- ~~for~~resident ~~all~~alien ~~tax~~individuals ~~years~~who ~~ending~~are onnot oreligible ~~after~~to ~~the~~obtain ~~date~~a ~~you~~social ~~attain~~security ~~age~~number. 70The ½,U.S. ~~over~~does ~~(2)~~not ~~the~~have ~~total~~a ~~amount~~tax oftreaty ~~reductions~~with ~~for~~all countries nor do all tax ~~years~~treaties ~~preceding~~provide ~~the~~an ~~current~~exclusion ~~tax~~or ~~year.~~lower withholding rate for annuities.

~~The~~Regardless ~~IRS~~of ~~has~~the ~~indicated~~amount ~~that~~withheld anby ~~IRA~~us, ~~trustee~~you isare ~~not~~liable ~~responsible~~ for ~~determining~~payment ~~whether~~of aincome ~~distribution~~taxes to(including aany ~~charity~~estimated istaxes ~~one~~ that ~~satisfies~~may ~~the~~be ~~requirements~~due) ofon the ~~charitable~~taxable ~~giving~~portion ~~incentive. Consistent~~of ~~with~~distributions from the ~~applicable~~annuity ~~IRS~~contract. ~~instructions,~~You weshould ~~report~~consult ~~these~~with ~~distributions~~a ascompetent ~~normal~~tax ~~IRA~~advisor ~~distributions~~regarding onthe ~~Form~~payment ~~1099-R. Individuals~~of ~~are~~the ~~responsible~~correct ~~for~~amount ~~reflecting~~of ~~the~~these ~~distributions~~income astaxes ~~charitable~~and ~~IRA~~potential ~~distributions~~liability onif ~~their~~you ~~personal~~fail ~~tax~~to ~~returns~~pay such taxes.

~~Individual~~Charitable ~~Retirement~~IRA ~~Annuities~~Distributions. ~~Code~~Certain ~~Section~~qualified ~~408(b)~~IRA ~~permits~~distributions for charitable purposes are eligible ~~individuals~~for toan ~~contribute~~exclusion from gross income, up to an$100,000 ~~individual~~(indexed ~~retirement~~for ~~program~~inflation ~~known~~for astax anyears ~~Individual~~beginning ~~Retirement~~with ~~Annuity~~2023), (for otherwise taxable IRA) distributions from a traditional or Roth IRA. ~~Individual~~A ~~Retirement~~qualified ~~Annuities~~charitable ~~are~~distribution ~~subject~~is a distribution that is made (1) directly by the IRA trustee to ~~limitations~~a certain qualified charitable organizations and (2) on or after the ~~amount~~date the IRA owner attains age 70½. Distributions that ~~can~~are beexcluded ~~contributed~~from ~~and~~income onunder this provision are not taken into account in determining the ~~time~~individual’s ~~when~~deduction, ~~distributions~~if ~~may~~any, ~~commence~~for charitable contributions. Effective ~~Certain~~2020, the amount of your qualified charitable distributions that are excluded from ~~other~~income ~~types~~for a tax year is reduced (but not below zero) by the excess of: ~~qualified~~(1) ~~retirement~~the ~~plans~~total amount of your IRA deductions allowed for all tax years ending on or after the date you attain age 70 ½, over (2) the total amount of reductions for all tax years preceding the current tax year.

~~19 PROSPECTUS~~The IRS has indicated that an IRA trustee is not responsible for determining whether a distribution to a charity is one that satisfies the requirements of the charitable giving incentive. Consistent with the applicable IRS instructions, we report these distributions as normal IRA distributions on Form 1099-R. Individuals are responsible for reflecting the distributions as charitable IRA distributions on their personal tax returns. You should consult a competent tax advisor about whether a one-time distribution up to $50,000 (indexed for inflation for tax years beginning with 2023) that is made from your IRA to a “split interest entity” can be excluded from your gross income.

may be “rolled over” on a tax-deferred basis into an Individual Retirement Annuity. For IRA rollovers, an individual can only make an IRA to IRA rollover if the individual has not made a rollover involving any IRAs owned by the individual in the prior 12 months. An IRA transfer is a tax-free trustee-to-trustee “transfer” from one IRA account to another. IRA transfers are not subject to this 12-month rule.38 PROSPECTUS

Individual Retirement Annuities. Code Section 408(b) permits eligible individuals to contribute to an individual retirement program known as an Individual Retirement Annuity (IRA). Individual Retirement Annuities are subject to limitations on the amount that can be contributed and on the time when distributions may commence. Certain distributions from other types of qualified retirement plans may be “rolled over” on a tax-deferred basis into an Individual Retirement Annuity. For IRA rollovers, an individual can only make an IRA to IRA rollover if the individual has not made a rollover involving any IRAs owned by the individual in the prior 12 months. An IRA transfer is a tax-free trustee-to-trustee “transfer” from one IRA account to another. IRA transfers are not subject to this 12- month rule.

Roth Individual Retirement Annuities. Code Section 408A permits eligible individuals to make nondeductible contributions to an individual retirement program known as a Roth Individual Retirement Annuity. Roth Individual Retirement Annuities are subject to limitations on the amount that can be contributed and on the time when distributions may commence.

A traditional Individual Retirement Account or Annuity may be converted or “rolled over” to a Roth Individual Retirement Annuity. The tax law allows distributions from qualified retirement plans including tax sheltered annuities and governmental Section 457 plans to be rolled over directly into a Roth IRA, subject to the usual rules that apply to conversions from a traditional IRA into a Roth IRA. The income portion of a conversion or rollover distribution is taxable currently, but is exempted from the 10% penalty tax on premature distributions. Effective January 1, 2005, the IRS requires conversions of annuity contracts to include the actuarial present value of other benefits for purposes of valuing the taxable amount of the conversion.

The Code also permits the recharacterization of current year contribution amounts from a traditional IRA, SEP, or SIMPLE IRA into a Roth IRA, or from a Roth IRA to a traditional IRA. Recharacterization is accomplished through a trustee-to-trustee transfer of a contribution (or a portion of a contribution) plus earnings, between different types of IRAs. A properly recharacterized contribution is treated as a contribution made to the second IRA instead of the first IRA. Such recharacterization must be completed by the applicable tax return due date (with extensions).

Annuities Held By Individual Retirement Accounts (commonly known as Custodial IRAs). Code Section 408 permits a custodian or trustee of an Individual Retirement Account to purchase an annuity as an investment of the Individual Retirement Account. If an annuity is purchased inside of an Individual Retirement Account, then the Annuitant must be the same person as the beneficial owner of the Individual Retirement Account.

If you have a contract issued as an IRA under Code Section 408(b) and request to change the ownership to an IRA custodian permitted under Section 408, we will treat a request to change ownership from an individual to a custodian as an indirect rollover. We will send a Form 1099R to report the distribution and the custodian should issue a Form 5498 for the contract value contribution.

Generally, the death benefit of an annuity held in an Individual Retirement Account must be paid upon the death of the Annuitant. However, in most states, the Contract permits the custodian or trustee of the Individual Retirement Account to continue the Contract in the accumulation phase, with the Annuitant’s surviving spouse as the new Annuitant, if the following conditions are met:

1) The custodian or trustee of the Individual Retirement Account is the owner of the annuity and has the right to the death proceeds otherwise payable under the Contract;

2) The deceased Annuitant was the beneficial owner of the Individual Retirement Account;

3) We receive a complete request for settlement for the death of the Annuitant; and

4) The custodian or trustee of the Individual Retirement Account provides us with a signed certification of the following:

(a) .The Annuitant’s surviving spouse is the sole beneficiary of the Individual Retirement Account;

(b) .The Annuitant’s surviving spouse has elected to continue the Individual Retirement Account as his or her own ~~Individual Retirement Account; and~~

(c) .The custodian or trustee of the Individual Retirement Account has continued the Individual Retirement Account pursuant to the surviving spouse’s election.

Simplified Employee Pension IRA. Code Section 408(k) allows eligible employers to establish simplified employee pension plans for their employees using individual retirement annuities. These employers may, within specified limits, make deductible contributions on behalf of the employees to the individual retirement annuities. Employers intending to use the Contract in connection with such plans should seek competent tax advice.

39 PROSPECTUS

Savings Incentive Match Plans for Employees (SIMPLE IRA). Code Section 408(p) allows eligible employers with 100 or fewer employees to establish SIMPLE retirement plans for their employees using individual retirement annuities. In general, a SIMPLE IRA consists of a salary deferral program for eligible employees and matching or nonelective contributions made by employers. Employers intending to purchase the Contract as a SIMPLE IRA should seek competent tax and legal advice.

Effective January 1, 2023, Roth contributions are permitted for SEP and SIMPLE IRAs. Under SECURE 2.0, employers may offer employees the ability to elect to treat employee and employer contributions (in whole or in part) as made to a Roth IRA.

To determine if you are eligible to contribute to any of the above listed IRAs (traditional, Roth, SEP, or SIMPLE), please refer to IRS Publication 590-A and your competent tax advisor.

Tax Sheltered Annuities. Code Section 403(b) provides tax-deferred retirement savings plans for employees of certain non-profit and educational organizations. ~~Allstate~~Everlake Life has currently suspended sales of TSA contracts.

Under Section 403(b), any contract used for a 403(b) plan must provide that distributions attributable to salary reduction contributions made after 12/31/88, and all earnings on salary reduction contributions, may be made only on or after the date the employee:

• attains age 59½,

• severs employment,

~~20 PROSPECTUS~~•dies,

•becomes ~~dies~~disabled, or

•incurs ~~becomes~~a ~~disabled,~~hardship or(earnings on salary reduction contributions may not be distributed on account of hardship).

• incurs a hardship (earnings on salary reduction contributions may not be distributed on account of hardship).

These limitations do not apply to withdrawals where Allstate Life is directed to transfer some or all of the Contract Value to another 403(b) plan. Generally, we do not accept funds in 403(b) contracts that are subject to the Employee Retirement Income Security Act of 1974 (ERISA). Under IRS regulations we can accept contributions, transfers and rollovers only if we have entered into an information-sharing agreement with the applicable employer or its plan administrator. Unless your contract is grandfathered from certain provisions in these regulations, we will only process certain transactions with employer approval.

Corporate and Self-Employed Pension and Profit Sharing Plans. Section 401(a) of the Code permits corporate employers to establish various types of tax favored retirement plans for employees. Self- employed individuals may establish tax favored retirement plans for themselves and their employees (commonly referred to as “H.R. 10” or “Keogh”). Such retirement plans may permit the purchase of annuity contracts. Everlake Life no longer issues annuity contracts to employer sponsored qualified retirement plans.

Section 401(a) of the Code permits corporate employers to establish various types of tax favored retirement plans for employees. Self-employed individuals may establish tax favored retirement plans for themselves and their employees (commonly referred to as “H.R.10” or “Keogh”). Such retirement plans may permit the purchase of annuity contracts. Allstate Life no longer issues annuity contracts to employer sponsored qualified retirement plans.

There are two owner types for contracts intended to qualify under Section 401(a): a qualified plan fiduciary or an annuitant owner.

• A qualified plan fiduciary exists when a qualified plan trust that is intended to qualify under Section 401(a) of the Code is the owner. The qualified plan trust must have its own tax identification number and a named trustee acting as a fiduciary on behalf of the plan. The annuitant should be the person for whose benefit the contract was purchased.

• An annuitant owner exists when the tax identification number of the owner and annuitant are the same, or the annuity contract is not owned by a qualified plan trust. The annuitant should be the person for whose benefit the contract was purchased.

If a qualified plan fiduciary is the owner of the contract, the qualified plan must be the beneficiary so that death benefits from the annuity are distributed in accordance with the terms of the qualified plan. Annuitant owned contracts require that the beneficiary be the annuitant’s spouse (if applicable), which is consistent with the required IRS language for qualified plans under Section 401(a). A completed Annuitant Owned Qualified Plan Designation of Beneficiary form is required in order to change the beneficiary of an annuitant owned Qualified Plan contract.

~~State and Local Government and Tax-Exempt Organization Deferred Compensation Plans.~~40 PROSPECTUS

State and Local Government and Tax-Exempt Organization Deferred Compensation Plans. Section 457 of the Code permits employees of state and local governments and tax-exempt organizations to defer a portion of their compensation without paying current taxes. The employees must be participants in an eligible deferred compensation plan. In eligible governmental plans, all assets and income must be held in a trust/custodial account/annuity contract for the exclusive benefit of the participants and their beneficiaries. To the extent the Contracts are used in connection with a non-governmental eligible plan, employees are considered general creditors of the employer and the employer as owner of the Contract has the sole right to the proceeds of the Contract. Under eligible 457 plans, contributions made for the benefit of the employees will not be ~~includible~~includable in the employees’ gross income until distributed from the plan. ~~Allstate~~Everlake Life no longer issues annuity contracts to employer sponsored ~~qualified~~Section ~~retirement~~457 plans.

Late Rollover Self-Certification. After August 24, 2016, you may be able to apply a rollover contribution to your IRA or qualified retirement plan after the 60-day deadline through a new self-certification procedure established by the IRS. Please consult your tax or legal adviser regarding your eligibility to use this self-certification procedure. We are not required to accept your self-certification for waiver of the 60-day deadline.

~~After~~Required ~~August~~Distributions ~~24,~~Upon ~~2016,~~Your ~~you~~Death ~~may~~for bea ~~able~~Qualified toAnnuity. ~~apply~~Upon toyour ~~rollover~~death aunder ~~contribution~~an toIRA, ~~your~~Roth IRA, SIMPLE IRA, 403(b) or ~~qualified~~other ~~retirement~~employer sponsored plan, ~~after~~any ~~the~~remaining ~~60-day~~interest ~~deadline~~must ~~through~~be adistributed ~~new~~in ~~self-certification~~accordance ~~procedure~~with ~~established~~federal byincome ~~the~~tax ~~IRS~~requirements. The ~~Please~~post-death ~~consult~~distribution ~~your~~requirements ~~tax~~were oramended, ~~legal~~applicable ~~adviser~~generally ~~regarding~~with ~~your~~respect ~~eligibility~~ to ~~use~~deaths ~~this~~occurring ~~self-certification~~after ~~procedure.~~2019, Weby ~~are~~the ~~not~~Further ~~required~~Consolidated toAppropriations ~~accept~~Act ~~your~~of ~~self-certification~~2020 (which includes the "Setting Every Community Up for ~~waiver~~Retirement ofEnhancement" ~~the~~Act 60(SECURE Act)). The post-~~day~~death ~~deadline~~distribution requirements under prior law continue to apply in certain circumstances.

~~Required~~•Prior ~~Distributions~~law. Under ~~Upon~~prior ~~Your~~law, ~~Death~~if ~~for~~an employee under an employer sponsored plan or IRA owner dies prior to the required beginning date, the remaining interest must be distributed (1) within 5 years after the death (the “5-year rule”), or (2) over the life of the designated beneficiary, or over a ~~Qualified~~period ~~Annuity~~not extending beyond the life expectancy of the designated beneficiary, provided that such distributions commence within one year after death (the “lifetime payout rule”). If the employee or IRA owner dies on or after the required beginning date (including after the date distributions have commenced in the form of an annuity), the remaining interest must be distributed at least as rapidly as under the method of distribution being used as of the date of death (the “at-least-as-rapidly rule”).

~~Upon~~•The ~~your~~new ~~death~~law. Under ~~under~~the annew ~~IRA~~law, ~~Roth~~if ~~IRA,~~you ~~SIMPLE~~die ~~IRA~~after 2019, ~~403(b)~~and oryou ~~other~~have ~~employer~~a ~~sponsored~~designated ~~plan~~beneficiary, any remaining interest must be distributed inwithin ~~accordance~~10 ~~with~~years ~~federal~~after ~~income~~your ~~tax~~death, ~~requirements. The~~unless ~~post-death~~the ~~distribution~~designated ~~requirements~~beneficiary ~~were~~is ~~amended,~~an ~~applicable~~“eligible ~~generally~~designated ~~with~~beneficiary” ~~respect~~(“EDB”) toor ~~deaths~~some ~~occurring~~other ~~after~~exception ~~2019,~~applies. A designated beneficiary is any individual designated as a beneficiary by the ~~Further~~employee ~~Consolidated~~or ~~Appropriations~~IRA ~~Act~~owner. An ofEDB ~~2020~~is ~~(which~~any ~~includes~~designated ~~the~~beneficiary ~~"Setting~~who ~~Every~~is ~~Community~~(1) Upyour ~~for~~surviving ~~Retirement~~spouse, ~~Enhancement"~~(2) ~~Act~~your minor child, (~~SECURE~~3) ~~Act~~disabled, (4) chronically ill, or (5) an individual not more than 10 years younger than you. ~~The~~An ~~post-death~~individual’s ~~distribution~~status ~~requirements~~as ~~under~~an ~~prior~~EDB ~~law~~is ~~continue~~determined toon ~~apply~~the indate ~~certain~~of ~~circumstances~~your death.

• Prior law. Under prior law, if an employee under an employer sponsored plan or IRA owner dies prior to the required beginning date, the remaining interest must be distributed (1) within 5 years after the death (the “5-year rule”), or (2) over the life of the designated beneficiary, or over a period not extending beyond the life expectancy of the designated beneficiary, provided that such distributions commence within one year after death (the “lifetime payout rule”). If the employee or IRA owner dies on or after the required beginning date (including after the date distributions have commenced in the form of an annuity), the remaining interest must be distributed at least as rapidly as under the method of distribution being used as of the date of death (the “at-least-as-rapidly rule”).

21 PROSPECTUS

• The new law. Under the new law, if you die after 2019, and you have a designated beneficiary, any remaining interest must be distributed within 10 years after your death, unless the designated beneficiary is an “eligible designated beneficiary” (“EDB”) or some other exception applies. A designated beneficiary is any individual designated as a beneficiary by the employee or IRA owner. An EDB is any designated beneficiary who is (1) your surviving spouse, (2) your minor child, (3) disabled, (4) chronically ill, or (5) an individual not more than 10 years younger than you. An individual’s status as an EDB is determined on the date of your death.

This 10-year post-death distribution period applies regardless of whether you die before your required beginning date, or you die on or after that date (including after distributions have commenced in the form of an annuity). However, if the beneficiary is an EDB and the EDB dies before the entire interest is distributed under this 10-year rule, the remaining interest must be distributed within 10 years after the EDB’s death (i.e., a new 10-year distribution period begins).

Instead of taking distributions under the new 10-year rule, an EDB can take distributions over life, or over a period not extending beyond life expectancy, provided that such distributions commence within one year of your death, subject to certain special rules. In particular, if the EDB dies before the remaining interest is distributed under this life expectancy rule, the remaining interest must be distributed within 10 years after the EDB’s death (regardless of whether the remaining distribution period under the life expectancy rule was more or less than 10 years). In addition, if your minor child is an EDB, the child will cease to be an EDB on the date the child reaches the age of majority, and any remaining interest must be distributed within 10 years after that date (regardless of whether the remaining distribution period under the stretch rule was more or less than 10 years).

It is important to note that under prior law, annuity payments that commenced under a method that satisfied the distribution requirements while the employee or IRA owner was alive could continue to be made under that method after the death of the employee or IRA owner. However, under the new law, if you commence taking distributions in the form of an annuity that can continue after your death, such as in the form of a joint and survivor annuity or an annuity with a guaranteed period of more than 10 years, any distributions after your death that are scheduled to be made beyond the applicable distribution period imposed under the new law might need to be commuted at the end of that period (or otherwise modified after your death if permitted under federal tax law and by ~~Allstate~~Everlake Life) in order to comply with the new post-death distribution requirements.

41 PROSPECTUS

The new post-death distribution requirements do not apply if annuity payments that comply with prior law commenced prior to December 20, 2019. Also, even if annuity payments have not commenced prior to December 20, 2019, the new requirements generally do not apply to an immediate annuity contract or a deferred income annuity contract (including a qualifying lifetime annuity contract, or “QLAC”)) purchased prior to that date, if you have made an irrevocable election before that date as to the method and amount of the annuity.

If your beneficiary is not an individual, such as a charity, your estate, or a trust, any remaining interest after your death generally must be distributed under prior law in accordance with the 5-year rule or the at-least-as-rapidly rule, as applicable (but not the lifetime payout rule). However, if your beneficiary is a trust and all the beneficiaries of the trust are individuals, the new law can apply pursuant to special rules that treat the beneficiaries of the trust as designated beneficiaries, including special rules allowing a beneficiary of a trust who is disabled or chronically ill to take the distribution of their interest over their life or life expectancy in some cases. You may wish to consult a professional tax advisor about the federal income tax consequences of your beneficiary designations.

In addition, the new post-death distribution requirements generally do not apply if the employee or IRA owner died prior to January 1, 2020. However, if the designated beneficiary of the deceased employee or IRA owner dies after January 1, 2020, any remaining interest must be distributed within 10 year of the designated beneficiary’s death. Hence, this 10-year rule will apply to a contract issued prior to 2020 which continues to be held by a designated beneficiary of an employee or IRA owner who died prior to 2020.

Spousal continuation. Under the new law, as under prior law, if your beneficiary is your spouse, your surviving spouse can delay the application of the post-death distribution requirements until after your surviving spouse’s death by transferring the remaining interest tax-free to your surviving spouse’s own IRA, or by treating your IRA as your surviving spouse’s own IRA.

The post-death distribution requirements are complex and unclear in numerous respects. In addition, the manner in which these requirements will apply will depend on your particular facts and circumstances. You may wish to consult a professional tax advisor for tax advice as to your particular situation.

ADDITIONAL CONSIDERATIONS

Reporting and Withholding for Escheated Amounts

In 2018, the Internal Revenue Service issued Revenue Ruling 2018-17, which provides that an amount transferred from an IRA to a state’s unclaimed property fund is subject to federal withholding at the time of transfer. The amount transferred is also subject to federal reporting. Consistent with this Ruling, we will withhold federal income taxes and report to the applicable Owner or Beneficiary as required by law when amounts are transferred to a state’s unclaimed property fund.

Gifts and Generation-skipping Transfers

The transfer of the contract or designation of a beneficiary may have federal, state, and/or local transfer and inheritance tax consequences, including the imposition of gift, estate, and generation-skipping transfer taxes. For example, the transfer of the contract to, or the designation as a beneficiary of, or the payment of proceeds to, a person who is assigned to a generation which is two or more generations below the generation assignment of the owner may have generation skipping transfer tax consequences under federal tax law. The individual situation of each contract owner or beneficiary will determine the extent, if any, to which federal, state, and local transfer and inheritance taxes may be imposed and how ownership or receipt of contract proceeds will be treated for purposes of federal, state and local estate, inheritance, generation skipping and other taxes. Under certain circumstances, the Code may impose a generation-skipping transfer (“GST”) tax when all or part of an annuity contract is transferred to, or a death benefit is paid to, an individual two or more generations younger than the owner. Regulations issued under the Code may require us to deduct the tax from your contract, or from any applicable payment, and pay it directly to the IRS. Additionally, if you transfer your Annuity to another person for less than adequate consideration, there may be federal or state income tax consequences. The potential application of these taxes underscores the importance of seeking guidance from a qualified adviser to help ensure that your estate plan adequately addresses your needs and those of your beneficiaries under all possible scenarios.

22 PROSPECTUS

two or more generations below the generation assignment of the owner may have generation skipping transfer tax consequences under federal tax law. The individual situation of each contract owner or beneficiary will determine the extent, if any, to which federal, state, and local transfer and inheritance taxes may be imposed and how ownership or receipt of contract proceeds will be treated for purposes of federal, state and local estate, inheritance, generation skipping and other taxes. Under certain circumstances, the Code may impose a generation-skipping transfer (“GST”) tax when all or part of an annuity contract is transferred to, or a death benefit is paid to, an individual two or more generations younger than the owner. Regulations issued under the Code may require us to deduct the tax from your contract, or from any applicable payment, and pay it directly to the IRS. Additionally, if you transfer your Annuity to another person for less than adequate consideration, there may be federal or state income tax consequences. The potential application of these taxes underscores the importance of seeking guidance from a qualified adviser to help ensure that your estate plan adequately addresses your needs and those of your beneficiaries under all possible scenarios.

Same Sex Marriages, Civil Unions and Domestic Partnerships

Prior to a 2013 Supreme Court decision, and consistent with Section 3 of the federal Defense of Marriage Act (“DOMA”), same sex marriages under state law were not recognized as same sex marriages for purposes of federal law. However, in United States v. Windsor, the U.S. Supreme Court struck down Section 3 of DOMA as unconstitutional, thereby recognizing a valid same sex marriage for federal law purposes. On June 26, 2015, the Supreme Court ruled in Obergefell v. Hodges that same-sex couples have a constitutional right to marry, thus requiring all states to allow same-sex marriage. The Windsor and Obergefell decisions mean that the federal and state tax law provisions applicable to an opposite sex spouse will also apply to a same sex spouse. Please note that a civil union or registered domestic partnership is generally not recognized as a marriage.

Please consult with your tax or legal advisor for more information.

42 PROSPECTUS

CARES Act Impacts

In 2020, Congress passed the Coronavirus Aid, Relief and Economic Security (CARES) Act. This law includes provisions that impact Individual Retirement Annuities (IRAs), Roth IRAs and employer sponsored qualified retirement plans. While most provisions applied only to 2020, certain items impact future years as well.

Waiver of Required Minimum Distributions (RMDs) for 2020. The requirement to take minimum distributions from defined contribution plans and IRAs was waived for 2020. For deaths occurring before 2020, if the post-death 5-year rule applies, the 5-year period is determined without regard to calendar year 2020 and thus, the 5 year rule is extended by one year. The 1-year election rule for life expectancy payments by an eligible beneficiary is also extended by 1 year so that for a 2019 death, the election for a lifetime payout can be made by December 21, 2021.

Withdrawals from Employer Plans and IRAs, including Roth IRAs. Relief was provided for “coronavirus-related distributions” (as defined by federal tax law) from qualified plans and IRAs. The relief applies to such distributions made at any time on or after January 1, 2020 and before December 31, 2020 and permits recontribution of such distribution to a plan or IRA within three years, in which case the recontribution is generally treated as a direct trustee-to-trustee transfer within 60 days of the distribution. Please note that recontributions to certain plans or IRAs may not be allowed based on plan or contract restrictions.

The distribution must have come from an “eligible retirement plan” within the meaning of Code section 402(c)(8)(B), i.e., an IRA, 401(a) plan, 403(a) plan, 403(b) plan, or governmental 457(b) plan. The relief was limited to aggregate distributions of $100,000.

Plan Loans. Relief is provided with respect to plan loans taken by any “qualified individual” (as defined by federal tax law) who is affected by the coronavirus in that the due date for any repayment on a loan that otherwise is due between March 27, 2020 (the date of enactment) and December 31, 2020, would be delayed for one year. This also would extend the maximum loan period (normally five years).

SECURE 2.0 Act Impacts

In 2022, Congress passed the Consolidated Appropriations Act, 2023 (which includes SECURE 2.0 of 2022 (“SECURE 2.0”)). This law includes provisions that impact Individual Retirement Annuities (IRAs), Roth IRAs and employer sponsored qualified retirement plans. Many provisions were applicable as of the date of enactment; others applied to taxable year 2023; and certain items impact future years as well.

Withdrawals made for qualified birth or adoption. Restricts the recontribution period to 3 years. Effective for distributions made after the date of the enactment of this Act and retroactively to the 3-year period beginning on the day after the date on which such distribution was received.

43 PROSPECTUS


Annual Reports and Other Documents

~~Allstate~~Everlake Life incorporates by reference into the prospectus its latest annual report on Form 10-K, SEC File No. 000-31248, filed on February 28, 2020, pursuant to Section 13(a) or Section 15(d) of the Exchange Act and all other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act or proxy or information statements filed pursuant to Section 14 of the Exchange Act since the end of the fiscal year covered by its latest annual report on Form 10-K. Allstate Life will provide to each person, including any beneficial owner, to whom a prospectus is delivered, a copy of any or all of the information that has been incorporated by reference into the prospectus but not delivered with the prospectus. Such information will be provided upon written or oral request at no cost to the requester by writing to ~~Allstate~~Everlake Life, P.O. Box 660191, Dallas, TX 75266-0191 or by calling 1-800-632-3492. ~~Allstate~~Everlake Life files periodic reports as required under the Securities Exchange Act of 1934. The SEC maintains an Internet site that contains reports, proxy, and information statements, and other information regarding issuers that file electronically with the SEC (see http://www.sec.gov).


Annual Statements

At least once a year prior to the Payout Start Date, we will send you a statement containing information about your Contract Value. For more information, please contact your financial representative or call our customer support unit at 1-800-~~654~~632-~~2397~~3492.


Disclosure of Commission Position on Indemnification for Securities Act Liabilities

~~The~~Everlake ~~Allstate~~US ~~Corporation~~Parent Company has secured a financial institutions bond in the amount of $510,000,000, subject to a $2510,000,000 ~~deductible~~retention. ~~Allstate~~Everlake also maintains directors’ and officers’ liability insurance coverage with limits of $~~200~~40 million under which ~~ALIC~~ELIC, as well as certain other subsidiaries of ~~Allstate~~Everlake, are covered. A provision in ~~ALIC~~ELIC’s by-laws provides for the indemnification of individuals serving as directors or officers. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling ~~ALIC~~ELIC pursuant to the foregoing provisions, ~~ALIC~~ELIC has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is therefore unenforceable.


Reliance on Rule 12h-7

Rule 12h-7 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), exempts an insurance company from filing reports under the Exchange Act when the insurance company issues certain types of insurance products that are registered under the Securities Act of 1933 and such products are regulated under state law. The Contracts described in this prospectus fall within the exemption provided under rule 12h-7. Effective May 8, 2020, ~~Allstate~~Everlake Life will rely on the exemption provided under Rule 12h-7 and will not file reports under the Exchange Act.

2344 PROSPECTUS

~~Market~~Appendix A – Determination of Interim Value ~~Adjustment~~Including Calculation of Fair Value Index

The Market Value Adjustment is based on the following:


Determination of Interim Value — No Withdrawals
Assumptions
Minimum Investment Performance Rate			-10%
Maximum Investment Performance Rate			20%
Purchase Payment			100,000
Issue Date			1/1/2011
Investment Option Period			10

I	=	Treasury Rate for a maturity equal to the Guarantee Period for the week preceding establishment of the Guarantee Period.
N	=	the number of complete days from the date we receive the withdrawal request to the end of the Guarantee Period; and
J	=	the Treasury Rate for a maturity of N days for the week preceding the receipt of the withdrawal request on the date we determine the Market Value Adjustment.
		If a Treasury Rate for a maturity of N days is not available, we will determine J by linear interpolation (weighted average) between the current interest rates for the next higher and lower integral years. If N is less than or equal to 365 days, J will be the 1-year Treasury Rate.

Example 1: (Increase in Index, Decline in Interest Rates)

Treasury Rate means the US Treasury Note Constant Maturity weekly yield as reported in Federal Reserve Bulletin H.15


Date	Index Value, Unadjusted	Index Value and maximum	Investment Option Performance	Maturity Value, Beginning of Period	1+Investment Option Performance	Pass-through of Investment Option Performance	Maturity Value, after pass- through of Performance
1/1/2011	1,000	1,000	—	100,000	—	—	100,000
7/1/2011	1,050	1,050	5.0%	100,000	105.00%	5,000	105,000

The Market Value Adjustment factor is determined from the following formula:


Date	Fair Value Index @ Issue (FVI1)	Fair Value Index @ Current (FVI2)	Time Remaining for Investment Option Period	((1+FVI1)/ (1+FV2))^ Time Remaining for Investment Option Period	Interim Value, unadjusted	Maximum Interim Value	Interim Value, adjusted
1/1/2011	7.00%	7.00%	10.0	1.00	100,000	120,000	100,000
7/1/2011	7.00%	5.00%	9.5	1.20	125,614	120,000	120,000

The Index Value increased 5.90% Xand (Ithe -Interim J)Value Xincreased ~~(N/365)~~by 20.0%.

ToExample ~~determine~~2: ~~the~~(Decline ~~Market~~in ~~Value Adjustment~~Index, weDecline ~~will multiply the Market Value Adjustment factor by the amount withdrawn (~~in ~~excess~~Interest ~~of the Preferred Withdrawal Amount~~Rates)~~, or applied to an Income Plan, from a Guarantee Period other than amounts withdrawn or applied from a renewal Guarantee Period during the first 30 days of the renewal Guarantee Period.~~

Examples of Market Value Adjustment
Date		IndexValue, Unadjusted	IndexValue and minimum	InvestmentOption Performance	MaturityValue, Beginning of Period	1+InvestmentOption Performance	Pass-throughof Investment Option Performance	MaturityValue, after pass- through of Performance
Purchase Payment:	$10,000
1/1/2011		1,000	1,000	0	1,000	0	0	100,000
Guarantee Period:	5 years
7/1/2011		850	900	-0.10%	100,000	90.00%	-10,000	90,000
Interest Rate:	4.50%
Full Surrender:	End of Contract Year 3

NOTE: This illustration assumes that premium taxes are not applicable.


Date	Fair Value Index @ Issue (FVI1)		Fair Value Index @ Current (FVI2)		Time Remaining for Investment Option Period	((1+FVI1)/ (1+FV2))^ Time Remaining for Investment Option Period	Interim Value, unadjusted	Maximum Interim Value	Interim Value, adjusted
1/1/2011	7.00	%	7.00	%	10.00	1.00	100,000	120,000	100,000
7/1/2011	7.00	%	5.00	%	9.5	1.20	107,669	120,000	107,669

Example 1: (Assumes Declining Interest Rates)
Step 1: Calculate Contract Value at End of Contract Year 3:	$10,000.00 × (1.0450)3 = $11,411.66
Step 2: Calculate the Amount in excess of the Preferred Withdrawal Amount	Preferred Withdrawal Amount (.10 X 10,000) = $1,000
Step 3: Calculate the Withdrawal Charge:	.06 × ($11,411.66 - $1,000) = $624.70
Step 4: Calculate the Market Value Adjustment:	I = 4.5%J = 4.2%N = 730 daysMarket Value Adjustment Factor: .9 × (I-J) × N/365= .9× (.045 - .042) × (730/365) = .0054Market Value Adjustment = Market Value Adjustment Factor × Amount Subject to Market Value Adjustment:= .0054 × $10,411.66 = $56.22
Step 5: Calculate the amount received by Contract Owner as a result of full withdrawal at the end of Contract Year 3:	$11,411.66 - $624.70 + $56.22 = $10,843.18

The Index Value decreased 15.0%, but the Interim Value increased by 7.7%.

Example 2: (Assumes Rising Interest Rates)
Step 1. Calculate Contract Value at End of Contract Year 3:	$10,000.00 × (1.0450)3 = $11,411.66
Step 2: Calculate the Amount in excess of the Preferred Withdrawal Amount:	Preferred Withdrawal Amount (.10 × $10,000) = $1,000Amount in Excess: $11,411.66 - $1,000 = $10,411.66
Step 3: Calculate the Withdrawal Charge:	.06 × $10,411.66 = $624.70
Step 4: Calculate the Market Value Adjustment:	I = 4.5%J = 4.8%N = 730 daysMarket Value Adjustment Factor: .9 × (I-J) × N/365= .9 × (.045 - .048) × (730/365) = - .0054Market Value Adjustment = Market Value Adjustment Factor × Amount Subject to Market Value Adjustment:= - .0054 × $10,411.66 = - $56.22
Step 5: Calculate the amount received by Contract Owner as a result of full withdrawal at the end of Contract Year 3:	$11,411.66 - $624.70 - $56.22 = $10,730.74

45 PROSPECTUS

~~This~~Example ~~prospectus~~3: ~~does~~(Decline ~~not constitute an offering~~ in ~~any~~Index, ~~jurisdiction~~Increase in ~~which~~Interest such offering may not lawfully be made. We do not authorize anyone to provide any information or representations regarding the offering described in this prospectus other than as contained in this prospectus.Rates)

24 PROSPECTUS


Date	Index Value, Unadjusted	Index Value and maximum	Investment Option Performance	Maturity Value, Beginning of Period	1+Investment Option Performance	Pass-through of Investment Option Performance	Maturity Value, after pass- through of Performance
1/1/2011	1,000	1,000	--	100,000	--	--	100,000
7/1/2011	850	900	-0.10%	100,000	90.00%	-10,000	90,000

Appendix A – Information with Respect to the Registrant


Date	Fair Value Index @ Issue (FVI1)		Fair Value Index @ Current (FVI2)		Time Remaining for Investment Option Period	((1+FVI1)/ (1+FV2))^ Time Remaining for Investment Option Period	Interim Value, unadjusted	Maximum Interim Value	Interim Value, adjusted
1/1/2011	7.00	%	7.00	%	10.00	1.00	100,000	120,000	100,000
7/1/2011	7.00	%	10.00	%	9.5	0.77	69,208	120,000	69,208

~~Item~~The 3Index Value decreased by 15.0% ~~Risk~~and ~~Factors~~the Interim Value decreased by 30.8%.

~~Information~~Example ~~required~~4: ~~for~~(Increase ~~Part I, Item 3 is incorporated by reference to Part I, Item 1A~~ in ~~Allstate Life Insurance Company’s Annual Report on Form 10-K~~Index, ~~SEC~~Increase ~~File No. 000-31248, filed on February 28, 2020. A pandemic such as COVID-19 and its impacts were contemplated~~ in ~~many~~Interest of the risk factors set forth under “Item 1A. Risks Factors’’ in our Annual Report on Form 10-K for the year ended December 31, 2019. Risks related to a pandemic and economic uncertainty are described in our risk factors titled “A large-scale pandemic, the occurrence of terrorism or military actions may have an adverse effect on our business” and “Conditions in the global economy and capital markets could adversely affect our business and results of operations." Currently, it is not possible to reliably estimate the length and severity of the pandemic or its impact to our operations, but the effects could be material.Rates)

Item 11(a). Description of Business.


Date	Index Value, Unadjusted	Index Value and minimum	Investment Option Performance	Maturity Value, Beginning of Period	1+Investment Option Performance	Pass-through of Investment Option Performance	Maturity Value, after pass- through of Performance
1/1/2011	1,000	1,000	--	100,000	--	--	100,000
7/1/2011	1,300	1,200	20.00%	100,000	120.00%	20,000	120,000

Information required for Part I, Item 11(a) is incorporated by reference to Part I, Item 1 in Allstate Life Insurance Company’s Annual Report on Form 10-K, SEC File No. 000-31248, filed on February 28, 2020.


Date	Fair Value Index @ Issue (FVI1)	Fair Value Index @ Current (FVI2)	Time Remaining for Investment Option Period	((1+FVI1)/ (1+FV2))^ Time Remaining for Investment Option Period	Interim Value, unadjusted	Maximum Interim Value	Interim Value, adjusted
1/1/2011	7.00%	7.00%	10.0	1.00	100,000	120,000	100,000
7/1/2011	7.00%	10.00%	9.5	0.77	92,278	120,000	92,278

~~Item~~The ~~11(b)~~Index Value increased by 30.0% ~~Description~~and ofthe ~~Property~~Interim Value decreased by 7.7%.

Information required for Part I, Item 11(b) is incorporated by reference to Part I, Item 2 in Allstate Life Insurance Company’s Annual Report on Form 10-K, SEC File No. 000-31248, filed on February 28, 2020.46 PROSPECTUS

~~Item~~Appendix ~~11(c).~~B ~~Legal~~– ~~Proceedings.~~Determination of Values with Withdrawals

Information required for Part I, Item 11(c) is incorporated by reference to Part I, Item 3 in Allstate Life Insurance Company’s Annual Report on Form 10-K, SEC File No. 000-31248, filed on February 28, 2020.


	Sample 1	Sample 2
Preferred Withdrawal Amount Percentage	10%	10%
Withdrawal Charge	10%	10%

~~Item~~Determination ~~11(e).~~of ~~Financial~~Maturity ~~Statements~~Value ~~and~~After ~~Notes~~One toYear ~~Financial~~of ~~Statements.~~Investment Performance

Information required for Part I, Item 11(e) is incorporated by reference to Part II, Item 8 in Allstate Life Insurance Company’s Annual Report on Form 10-K, SEC File No. 000-31248, filed on February 28, 2020.


	Sample 1	Sample 2
Purchase Payment	95,000	95,000
Return of Premium (ROP) Death Proceeds	95,000	95,000
Investment Option Performance At Contract Anniversary	5.26%	5.26%
Maturity Value At Contract Anniversary	95,000 × (1 + 5.26%) = 100,000	95,000 × (1 + 5.26%) = 100,000

~~Item~~Determination 11of Maturity Value, Interim Value, and Return of Premium (fROP). ~~Selected~~Death ~~Financial~~Proceeds ~~Data.~~During Year of Preferred Withdrawal of $10,000

Information required for Part I, Item 11(f) is incorporated by reference to Part II, Item 6 in Allstate Life Insurance Company’s Annual Report on Form 10-K, SEC File No. 000-31248, filed on February 28, 2020.


	Sample 1	Sample 2
Calculate Values Before Preferred Withdrawal
Step 1: Investment Option Performance from Contract Anniversary to Withdrawal Date	5%	5%
Step 2: Calculate the Maturity Value, Prior to Withdrawal	100,000 × (1 + 5%) = 100,000	100,000 × (1 + 5%) = 100,000
Step 3: Calculate the Interim Value, Prior to Withdrawal	90,000	110,000
Step 4: Previous ROP Death Proceeds, Prior to Withdrawal	95,000	95,000
Step 5: Total Withdrawal Amount	10,000	10,000
Step 6: Calculate Preferred Withdrawal Amount	100,000 × 10% = 10,000	100,000 × 10% = 10,000
Calculate Values After Preferred Withdrawal
Step 7: Calculate Maturity Value After Preferred Withdrawal as Dollar Amount	105,000 – 10,000 = 95,000	105,000 – 10,000 = 95,000
Step 8: Calculate Maturity Value After Preferred Withdrawal, as a Percentage	95,000/105,000 = 90.48%	95,000/105,000 = 90.48%
Step 9: Calculate Interim Value After Preferred Withdrawal as Dollar Amount	90,000 × 90.48% = 81,429	110,000 × 90.48% = 99,524
Step 10: Calculate ROP Death Proceeds After Preferred Withdrawal, as Dollar Amount	95,000 × 90.48% = 85,952	95,000 × 90.48% = 85,952

~~Item~~Determination ~~11(h).~~of ~~Management’s~~Maturity ~~Discussion~~Value, ~~and~~Interim ~~Analysis~~Value, ~~of Financial Condition~~ and ~~Results of Operations.~~Return

~~Information~~of ~~required~~Premium ~~for~~Death ~~Part~~Proceeds I,During ~~Item~~Year ~~11(h)~~of isWithdrawal ~~incorporated~~of ~~by reference to Part II~~$20, ~~Item 7 in Allstate Life Insurance Company’s Annual Report on Form 10-K, SEC File No.~~ 000~~-31248, filed on February 28, 2020.~~

~~Item~~$10,000 ~~11(i).~~of ~~Changes~~$20,000 inis ~~Disagreements~~the ~~with~~Preferred ~~Accountants~~Withdrawal onAmount. ~~Accounting~~See ~~and~~steps ~~Financial~~1-10 ~~Disclosure~~above for details.

~~Information~~The ~~required~~calculation ~~for~~below ~~Part~~adjusts I,values ~~Item~~for ~~11(i)~~remaining ~~is incorporated by reference to Part II~~$10,000 ~~Item 9~~ in ~~Allstate~~excess ~~Life~~of ~~Insurance~~Preferred ~~Company’s~~Wtihdrawal ~~Annual Report on Form 10-K, SEC File No~~Amount. ~~000-31248, filed on February 28, 2020.~~

Item 11(j). Quantitative and Qualitative Disclosures About Market Risk.


	Sample 1	Sample 2
Step 11: Calculate the Amount of Gross Withdrawal in Excess of Preferred Withdrawal Amount	20,000 – 10,000 = 10,000	20,000 – 10,000 = 10,000
Step 12: Calculate the Interim Value After Excess of Preferred Withdrawal, as Dollar Amount	81,429 – 10,000 = 71,429	99,524 – 10,000 = 89,524
Step 13: Calculate the Interim Value After Excess of Preferred Withdrawal, as a Percentage	71,429/81,429 = 87.72%	89,524/79,524 = 89.95%
Step 14: Calculate the Maturity Value After Excess of Preferred Withdrawal, as Dollar Amount	95,000 × 87.72% = 83,333	95,000 × 89.95% = 85,455
Step 15: Calculate the MGDB After Excess of Preferred Withdrawal, as Dollar Amount	85,952 × 87.72% = 75,397	95,000 × 89.95% = 77,316
Step 16: Calculate the Withdrawal Charge Applicable to Excess of Preferred Withdrawal	10,000 × 10% = 1,000	10,000 × 10% = 1,000
Step 17: Calculate the Proceeds That Will be Sent to the Customer	20,000 – 1,000 = 19,000	20,000 – 1,000 = 19,000

Information required for Part I, Item 11(j) is incorporated by reference to Part II, Item 7A in Allstate Life Insurance Company’s Annual Report on Form 10-K, SEC File No. 000-31248, filed on February 28, 2020.47 PROSPECTUS


Appendix C – Information with Respect to the Registrant

Item 3(c). Risk Factors

Forward-Looking Statements

This report contains “forward-looking statements” that anticipate results based on our estimates, assumptions and plans that are subject to uncertainty. These statements are made subject to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements do not relate strictly to historical or current facts and may be identified by their use of words like “plans,” “seeks,” “expects,” “will,” “should,” “anticipates,” “estimates,” “intends,” “believes,” “likely,” “targets” and other words with similar meanings. These statements may address, among other things, our strategy for growth, product development, investment results, regulatory approvals, market position, expenses, financial results, litigation and reserves. We believe that these statements are based on reasonable estimates, assumptions and plans. Forward-looking statements speak only as of the date on which they are made, and we assume no obligation to update any forward-looking statements as a result of new information or future events or developments. In addition, forward-looking statements are subject to certain risks or uncertainties that could cause actual results to differ materially from those communicated in these forward-looking statements.

Risks are categorized by (1) insurance and financial services, (2) business, strategy and operations and (3) macro, regulatory and risk environment. Many risks may affect more than one category and are included where the impact is most significant. If some of these risk factors occur, they may cause the emergence of or exacerbate the impact of other risk factors, which could materially increase the severity of the impact of these risks on our business, results of operations, financial condition or liquidity. Consider these cautionary statements carefully together with other factors discussed elsewhere in this document, in filings with the Securities and Exchange Commission (“SEC”) or in materials incorporated therein by reference.

Insurance and financial services

Changes in reserve estimates could materially affect our results of operations and financial condition

We use long-term assumptions, including future investment yields, mortality, morbidity, persistency and expenses in pricing and valuation. If experience differs significantly from assumptions, adjustments to reserves may be required that could have a material adverse effect on our results of operations and financial condition.

We may not be able to mitigate the capital impact associated with statutory reserving and capital requirements

Regulatory capital and reserving requirements affect the amount of capital required to be maintained by our insurance companies. Changes to capital or reserving requirements or regulatory interpretations may result in additional capital held in our insurance companies and could require us to accept a return on equity below original levels assumed in pricing.

A downgrade in financial strength ratings may have an adverse effect on our business and our strategic objective to build scale and diversify our business through the opportunistic acquisition of life and annuity liabilities

Financial strength ratings are important factors in establishing the competitive position of insurance companies. Rating agencies could downgrade or change the outlook on our ratings due to:

•Changes in the financial profile of one of our insurance companies

•Changes in a rating agency’s determination of the amount of capital required to maintain a particular rating

•Lower than expected growth in the increasingly competitive market for life and annuity liabilities, for which we are a new entrant

•Increases in the perceived risk of our investment portfolio, a reduced confidence in management or our business strategy, as well as a number of other considerations that may or may not be under our control

•Changes in ownership resulting from divestiture of businesses

A downgrade in our ratings could have a material effect on our retention, liquidity, results of operations and financial condition.

Changes in tax laws may adversely affect profitability of life insurance products

Changes in taxation of life insurance products could result in the surrender of some existing contracts and policies, which may have a material effect on our profitability and financial condition.

Our investment portfolio is subject to market risk and declines in quality which may adversely affect or create volatility in our investment income and cause realized and unrealized losses

We continually evaluate investment management strategies since we are subject to risk of loss due to adverse changes in interest rates, credit spreads, equity prices, real estate values, currency exchange rates and liquidity. Adverse changes may

48 PROSPECTUS

occur due to changes in monetary and fiscal policy and the economic climate, liquidity of a market or market segment, investor return expectations or risk tolerance, insolvency or financial distress of key market makers or participants, or changes in market perceptions of credit worthiness. Adverse changes in market conditions could cause the value of our investments to decrease significantly and impact our results of operations and financial condition.

Our investments are subject to risks associated with economic and capital market conditions and factors that may be unique to our portfolio, including:

•General weakening of the economy, which is typically reflected through higher credit spreads and lower equity and real estate valuations

•Declines in credit quality

•Declines in market interest rates, credit spreads or sustained low interest rates could lead to further declines in portfolio yields and investment income

•Increases in market interest rates, credit spreads or a decrease in liquidity could have an adverse effect on the value of our fixed income securities that form a majority of our investment portfolio

•Supply chain disruptions, labor shortages and other factors have and may continue to increase inflation, which could have an adverse impact on investment valuations and returns

•Weak performance of general partners and underlying investments unrelated to general market or economic conditions could lead to declines in investment income and cause realized losses in our limited partnership interests

•Concentration in any particular issuer, industry, collateral type, group of related industries, geographic sector or risk type

The amount and timing of net investment income, capital contributions and distributions from our limited partnership investments can fluctuate significantly due to the underlying investments’ performance or changes in market or economic conditions. Additionally, these investments are less liquid than similar, publicly-traded investments and a decline in market liquidity could impact our ability to sell them at their current carrying values.

Determination of the fair value and amount of credit losses for investments includes subjective judgments and could materially impact our results of operations and financial condition

The valuation of the portfolio is subjective, and the value of assets may differ from the actual amount received upon the sale of an asset. The degree of judgment required in determining fair values increases when:

•Market observable information is less readily available

•The use of different valuation assumptions may have a material effect on the assets’ fair values

•Changing market conditions could materially affect the fair value of investments

The determination of the amount of credit losses varies by investment type and is based on ongoing evaluation and assessment of known and inherent risks associated with the respective asset class or investment.

Such evaluations and assessments are highly judgmental and are revised as conditions change and new information becomes available.

We update our evaluations regularly and reflect changes in credit losses in our results of operations. Our conclusions may ultimately prove to be incorrect as assumptions, facts and circumstances change. Historical loss trends, consideration of current conditions, and forecasts may not be indicative of future changes in credit losses and additional amounts may need to be recorded in the future.

Changes in market interest rates or investment returns may lead to a significant decrease in the profitability of our spread-based products

Spread-based products, such as fixed annuities, are dependent upon maintaining profitable spreads between investment returns and interest crediting rates. When market interest rates decrease or remain at low levels, investment income may decline. Lowering interest crediting rates on some products in such an environment can partially offset decreases in investment yield. However, these changes could be limited by regulatory minimum rates or contractual minimum rate guarantees on many contracts and may not match the timing or magnitude of changes in investment yields.

Increases in market interest rates can lead to increased surrenders at a time when fixed income investment asset values are lower due to the increase in interest rates. Liquidating investments to fund surrenders could result in a loss that would adversely impact results of operations.

Limited partnership net investment income, capital contributions and distributions can fluctuate significantly due to the underlying investments’ performance or changes in market or economic conditions.

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Business, strategy and operations

We operate in markets that are highly competitive and may be impacted by new or changing technologies

Markets in which we operate are highly competitive, and we must continually allocate resources to refine and improve services to remain competitive. Retention may be impacted if customer preferences change and we are unable to effectively adapt our business model and processes.

Technology and customer preference changes may impact the ways in which we interact and do business with our customers. We may not be able to respond effectively to these changes, which could have a material effect on our results of operations and financial condition.

Reinsurance may be unavailable at current levels and prices

Market conditions beyond our control impact the availability and cost of the reinsurance we purchase. Reinsurance may not remain continuously available to us to the same extent and on the same terms and rates as is currently available. If we cannot maintain our current level of reinsurance or purchase new reinsurance protection in amounts we consider sufficient at acceptable prices, we would have to either accept an increase in our risk exposure, reduce our insurance exposure or seek other alternatives.

Reinsurance subjects us to counterparty risk and may not be adequate to protect us against losses arising from ceded insurance

Collecting from reinsurers is subject to uncertainty arising from whether reinsurers or their affiliates have the financial capacity and willingness to make payments under the terms of a reinsurance treaty or contract. Our inability to recover from a reinsurer could have a material effect on our results of operations and financial condition.

Divestitures of businesses may not produce anticipated benefits

We have divested portions of our businesses either through a sale or financial arrangements. These transactions result in continued financial involvement in the divested businesses, such as through reinsurance, guarantees or other financial arrangements, following the transaction. If the acquiring companies do not perform under the arrangements, our financial results could be negatively impacted.

We may be subject to the risks and costs associated with intellectual property infringement, misappropriation and third-party claims

We rely on a combination of contractual rights and copyright, trademark, patent and trade secret laws to establish and protect our intellectual property. Third parties may infringe or misappropriate our intellectual property. We may have to litigate to enforce and protect intellectual property and to determine its scope, validity or enforceability, which could divert significant resources and prove unsuccessful. An inability to protect intellectual property or an inability to successfully defend against a claim of intellectual property infringement could have a material effect on our business.

We may be subject to claims by third parties for patent, trademark or copyright infringement or breach of usage rights. Any such claims and any resulting litigation could result in significant expense and liability. If third-party providers or we are found to have infringed a third-party intellectual property right, either of us could be enjoined from providing certain products or services or from utilizing and benefiting from certain methods, processes, copyrights, trademarks, trade secrets or licenses. Alternatively, we could be required to enter into costly licensing arrangements with third parties or implement costly work-arounds. Any of these scenarios could have a material effect on our business and results of operations.

Macro, regulatory and risk environment

Conditions in the global economy and capital markets, including the economic impacts from the military conflict between Russia and Ukraine, could adversely affect our business and results of operations

Global economic and capital market conditions, including the economic impacts from the military conflict between Russia and Ukraine, could adversely impact demand for our products, returns on our investment portfolio and results of operations. The conditions that would have the largest impact on our business include;

•Low or negative economic growth

•Sustained low interest rates

•Rising inflation

•Substantial increases in delinquencies or defaults on debt

•Significant downturns in the market value or liquidity of our investment portfolio

•Reduced consumer spending and business investment

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Stressed conditions, volatility and disruptions in global capital markets or financial asset classes could adversely affect our investment portfolio.

Adverse capital and credit market conditions may significantly affect our ability to meet liquidity needs or obtain credit on acceptable terms

In periods of extreme volatility and disruption in the capital and credit markets, liquidity and credit capacity may be severely restricted. Our and Everlake US Holdings Company’s access to additional financing depends on a variety of factors such as market conditions, the general availability of credit, the overall availability of credit to our industry, our credit ratings and credit capacity, as well as lenders’ perception of our and Everlake US Holdings Company’s long- or short-term financial prospects. In such circumstances, our ability to obtain capital to fund operating expenses, financing costs, capital expenditures or acquisitions may be limited, and the cost of any such capital may be significant.

A large-scale pandemic, the occurrence of terrorism, military actions, social unrest or other actions may have an adverse effect on our business

A large-scale pandemic, such as the Novel Coronavirus Pandemic or COVID-19 (“Coronavirus”) and its impacts, the occurrence of terrorism, military actions, social unrest or other actions, may result in loss of life, property damage, and disruptions to commerce and reduced economic activity. Some of the assets in our investment portfolio may be adversely affected by declines in the equity markets, changes in interest rates, reduced liquidity and economic activity caused by a large-scale pandemic, military actions or social unrest across the world. Additionally, a large-scale pandemic or terrorist act could have a material effect on liquidity and operating results.

The Coronavirus resulted in governments worldwide enacting emergency measures to combat the spread of the virus, including travel restrictions, government-imposed shelter-in-place orders, quarantine periods, social distancing, and restrictions on large gatherings. These measures have largely been rolled back, but new variants of the Coronavirus could result in further economic volatility. The effects of the Coronavirus on our results of operations and financial position primarily included elevated claim experience. Death claims began trending down in 2022 and have remained at lower levels. We continue to closely monitor and proactively adapt to developments and changing conditions.

The military invasion of Ukraine initiated by Russia in February 2022 and the resulting response by the United States and other countries have led to economic disruptions, as well as increased volatility and uncertainty in the financial markets. It is not possible to predict the ultimate duration and scope of the conflict, or the future impact on U.S. and global economies and financial markets.

Increasing scrutiny and evolving expectations from investors, customers, regulators, vendors, and other stakeholders regarding environmental, social and governance (“ESG”) matters may adversely affect our reputation or otherwise adversely impact our business and results of operations

There is increasing scrutiny and evolving expectations from investors, customers, regulators and other stakeholders on ESG practices. Regulators have imposed and likely will continue to impose ESG-related rules and guidance, which may conflict with one another and impose additional costs on us or expose us to new or additional risks.

The Company’s ESG policy outlines our ESG-related philosophy and commitments as well as actions to support our commitments. This policy and our business practices are evaluated regularly against ESG standards which are continually evolving and not always well defined or readily measurable. ESG-related expectations may also reflect contrasting or conflicting values or agendas. Our business decisions simultaneously consider our policies and processes to evaluate and manage ESG priorities in coordination with other business goals and interests. As a result, our efforts to conduct our business in accordance with some or all these expectations may involve trade-offs. Our practices may not change in the particular manner or at the rate stakeholders expect, and they may choose not to engage with us based on our ESG practices and related policies and actions. We may face adverse regulatory, investor, media, or public scrutiny leading to business, reputational, or legal challenges, which could adversely affect our results of operations.

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The failure in cyber or other information security controls, as well as the occurrence of events unanticipated in our disaster recovery processes and business continuity planning, could result in a loss or disclosure of confidential information, damage to our reputation, additional costs and impair our ability to conduct business effectively

We depend heavily on computer systems, mathematical algorithms and data to perform necessary business functions. There are threats that could impact our ability to protect our data and systems; if the threats are successful, they could impact confidentiality, integrity and availability:

•Confidentiality - protecting our data from disclosure to unauthorized parties

•Integrity - ensuring data is not changed accidentally or without authorization and is accurate

•Availability - ensuring our data and systems are accessible to meet our business needs

We collect, use, store or transmit a large amount of confidential, proprietary and other information (including personal information of customers or employees) in connection with the operation of our business. Systems are subject to increased attempted cyberattacks and unauthorized access, such as physical and electronic break-ins or unauthorized tampering.

We constantly defend against threats to our data and systems, including malware and computer virus attacks, unauthorized access, system failures and disruptions. Events like these could jeopardize the information processed and stored in, and transmitted through, our computer systems and networks, or otherwise cause interruptions or malfunctions in our operations, which could result in damage to our reputation, financial losses, litigation, increased costs, regulatory penalties or customer dissatisfaction.

These risks may increase in the future as threats become more sophisticated and we continue to develop additional remote connectivity solutions to serve our employees and customers. Our increased use of third-party services (e.g., cloud technology and software as a service) can make it more difficult to identify and respond to cyberattacks in any of the above situations. Although we may review and assess third-party vendor cybersecurity controls, our efforts may not be successful in preventing or mitigating the effects of such events. Third parties to whom we outsource certain functions are also subject to cybersecurity risks.

Personal information is subject to an increasing number of federal, state and local laws and regulations regarding privacy and data security, as well as contractual commitments. Any failure or perceived failure by us to comply with such obligations may result in governmental enforcement actions and fines, litigation or public statements against us by consumer advocacy groups or others and could cause our employees and customers to lose trust in us, which could have an adverse effect on our reputation and business.

See the Regulation section for additional information.

The occurrence of a disaster, such as a natural catastrophe, pandemic, industrial accident, blackout, terrorist attack, war, cyberattack, computer virus, insider threat, unanticipated problems with our disaster recovery processes, or a support failure from external providers, could have an adverse effect on our ability to conduct business and on our results of operations and financial condition, particularly if those events affect our computer-based data processing, transmission, storage, and retrieval systems or destroy data. If a significant number of employees were unavailable in the event of a disaster, our ability to effectively conduct business could be severely compromised. Our systems are also subject to compromise from internal threats.

We are subject to extensive regulation, and potential further restrictive regulation may increase operating costs

We operate in the highly regulated insurance sector and are subject to extensive laws and regulations that are complex and subject to change. Changes may lead to additional expenses, increased legal exposure, or increased reserve or capital requirements limiting our ability to achieve targeted profitability. Moreover, laws and regulations are administered and enforced by governmental authorities that exercise interpretive latitude, including state insurance regulators; state securities administrators; state attorneys general as well as federal agencies including the SEC, the Financial Industry Regulatory Authority, the Department of Labor, and the U.S. Department of Justice. Consequently, compliance with one regulator’s or enforcement authority’s interpretation of a legal issue may not result in compliance with another’s interpretation of the same issue.

In addition, there is risk that one regulator’s or enforcement authority’s interpretation of a legal issue may change to our detriment. There is also a risk that changes in the overall legal environment may cause us to change our views regarding the actions we need to take from a legal risk management perspective. This could necessitate changes to our practices that may adversely impact our business. In some cases, state insurance laws and regulations are generally intended to protect or benefit purchasers or users of insurance products. These laws and regulations may limit our ability to grow or to improve the profitability of our business.

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Regulatory reforms, and the more stringent application of existing regulations, may make it more expensive for us to conduct our business

The federal government has enacted comprehensive regulatory reforms for financial services entities. As part of a larger effort to strengthen the regulation of the financial services market, certain reforms are applicable to the insurance industry.

The Federal Insurance Office and Financial Stability Oversight Council have been established and the federal government may enact reforms that affect the state insurance regulatory framework. The potential impact of state or federal measures that change the nature or scope of insurance and financial regulation is uncertain but may make it more expensive for us to conduct business and limit our ability to grow or achieve profitability.

Losses from legal and regulatory actions may be material to our results of operations, cash flows and financial condition

We are involved in various legal actions, which may include class action litigation, challenging a range of company practices and coverage provided by our insurance products, some of which involve claims for substantial or indeterminate amounts. We are also involved in various regulatory actions and inquiries, including market conduct exams by state insurance regulatory agencies. In the event of an unfavorable outcome in any of these matters, the ultimate liability may be more than amounts currently accrued, and may be material to our results of operations, cash flows and financial condition.

Changes in or the application of accounting standards issued by standard-setting bodies and changes in tax laws may adversely affect our results of operations and financial condition

Our financial statements are subject to the application of accounting practices prescribed or permitted by the Illinois Department of Insurance. Prescribed statutory accounting practices include a variety of publications of the National Association of Insurance Commissioners as well as state laws, regulations and general administrative rules. Permitted statutory accounting practices encompass all accounting practices not so prescribed. These rules and requirements are periodically revised, interpreted and/or expanded. Accordingly, we may be required to adopt new guidance or interpretations, which may have a material effect on our results of operations and financial condition and could adversely impact financial strength ratings.

Realization of our deferred tax assets assumes that we can fully utilize the deductions recognized for tax purposes; we may recognize a reduction in statutory surplus if these assets are not fully utilized.

Congress, as well as state and local governments, considers from time-to time new tax legislative initiatives that may impact our effective tax rate and could adversely affect our tax positions or tax liabilities. Changes to further limit the tax benefits of retirement accounts could result in the surrender of some existing contracts and policies, which may have an adverse effect on our results of operations and financial condition.

Loss of key vendor relationships or failure of a vendor to protect our data, confidential and proprietary information, or personal information of our customers or employees could adversely affect our operations

We rely on services and products provided by many vendors in the U.S. and abroad. These include vendors of computer hardware, software, cloud technology and software as a service, as well as vendors and/or outsourcing of services such as:

•Policy administration

•Call center services

•Human resource benefits management

•Information technology support

•Investment management services

•Investment data aggregation and accounting

•Employee sourcing

•Tax and other financial services

Pursuant to a transition services agreement, Allstate Insurance Company and its affiliates currently perform most policy administration and customer facing functions. If any vendor becomes unable to continue to provide products or services, or fails to protect our confidential, proprietary, and other information, we may suffer operational impairments and financial losses.

Our ability to attract, develop, and retain talent to maintain appropriate staffing levels, and establish a successful work culture is critical to our success

Competition from within the insurance industry and from other industries, including the technology sector, for qualified employees with highly specialized knowledge has often been intense and we have experienced increased competition in hiring and retaining employees.

Factors that affect our ability to attract and retain such employees include:

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•Compensation and benefits

•Training programs

•Reputation as a successful business with a culture of fair hiring, and of training and promoting qualified employees

•Recognition of and response to changing trends and other circumstances that affect employees

The unexpected loss of key personnel could have a material adverse impact on our business because of the loss of their skills, knowledge of our products and years of industry experience and, in some cases, the difficulty of promptly finding qualified replacement personnel.

Misconduct or fraudulent acts by employees, agents and third parties may expose us to financial loss, disruption of business, regulatory assessments and reputational harm

The Company and the insurance industry are inherently susceptible to past and future misconduct or fraudulent activities by employees, representative agents, vendors, customers and other third parties. These activities could include:

•Fraud against the company, its employees and its customers through illegal or prohibited activities

•Unauthorized acts or representations, unauthorized use or disclosure of personal or proprietary information, deception, and misappropriation of funds or other benefits

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Item 11(a). Description of Business

Everlake Life Insurance Company (“ELIC”, formerly known as Allstate Life Insurance Company) was organized in 1957 as a stock life insurance company under the laws of the State of Illinois. ELIC previously offered life insurance and annuity products. In this document, we refer to Everlake Life Insurance Company as “ELIC” or the “Company”.

ELIC is a wholly owned subsidiary of Everlake US Holdings Company, which is wholly owned by Everlake US Parent Company, a wholly owned subsidiary of Everlake Holdings, LP.

Prior to November 1, 2021, the Company was wholly owned by Allstate Insurance Company, which is ultimately a wholly owned subsidiary of The Allstate Corporation.

On January 26, 2021, Allstate Insurance Company entered into a purchase agreement with Everlake US Holdings Company (formerly Antelope US Holdings Company), an affiliate of an investment fund managed by Blackstone Inc., to sell the Company and certain affiliates. The necessary state regulatory approvals were received on October 29, 2021, and the sale of the Company and certain affiliates was completed on November 1, 2021, at which time Everlake US Holdings Company became the parent of the Company. Subsequently, the Company was renamed to Everlake Life Insurance Company.

On March 29, 2021, the Company entered into a stock purchase agreement with Wilton Reassurance Company to sell all of the shares of common stock of Allstate Life Insurance Company of New York (“ALNY”), a wholly owned subsidiary of the Company. This transaction resulted in the Company’s divestiture of all of its New York life and annuity business. The necessary state regulatory approvals were received, and the sale of ALNY was completed on October 1, 2021.

All domestic United States insurance companies are required to prepare statutory-basis financial statements. As a result, industry data is available that enables comparisons between insurance companies. We frequently use industry publications containing statutory financial information to assess our competitive position.

Products and distribution

ELIC previously sold life insurance through Allstate exclusive agents and exclusive financial specialists. Products in force include term, whole, interest-sensitive and variable life insurance. We discontinued sales of life insurance products during third quarter 2021. We also sold voluntary accident and health insurance through workplace enrolling independent agents in New York prior to the sale of ALNY on October 1, 2021. We previously offered and continue to have in force deferred fixed annuities and immediate fixed annuities (including standard and sub-standard structured settlements). We also previously offered variable annuities. Substantially all of the variable annuity business is reinsured.

Geographic markets

The following table reflects, in percentages, the principal geographic distribution of direct statutory premiums and annuity considerations for ELIC for 2022, based on information contained in statements filed with state insurance departments. Direct statutory premiums and annuity considerations exclude reinsurance assumed. No other jurisdiction accounted for more than 5 percent of the direct statutory premiums and annuity considerations.


California			11.9
Texas			11.0
Florida			7.7
Illinois			7.5
Pennsylvania			5.0

Strategy

Our business, which is administered by third parties, consists of traditional, interest-sensitive and variable life insurance, and deferred and immediate annuities. Term and whole life insurance products offer basic life protection solutions. Universal life and retirement products cover more advanced needs. We discontinued the sale of annuities over an eight-year period from 2006 to 2014. We discontinued the sale of life insurance products during third quarter 2021. Since the acquisition by Everlake US Holdings Company on November 1, 2021, our strategy is to build scale and diversify our business through the opportunistic acquisition of life and annuity liabilities. These acquisitions could be structured as purchase agreements or reinsurance agreements.

The business in force is being managed with a focus on increasing lifetime economic value. Our investment strategy is focused on diversification, credit quality and stable, predicable cash flows. Asset allocations are determined using a segmented approach that focuses on risk, return, and Asset Liability Management (“ALM”) requirements. A cashflow matching strategy is employed for near-term immediate and deferred annuity liabilities to provide sufficient liquidity and reduce ALM risk. For longer-dated immediate annuity cash flows with no or minimal near-term liquidity needs, we employ total return strategies to generate incremental yield with sufficient time for those strategies to be effective. The life insurance liability investment strategy aims to invest in longer duration assets at attractive yields to align with the long-dated liabilities and cash flow positive nature of the block.

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REGULATION

ELIC is subject to extensive regulation, primarily at the state level. The method, extent and substance of such regulation vary by state but generally have their source in statutes that establish standards and requirements for conducting the business of insurance and that also delegate regulatory authority to a state agency. These rules have a substantial effect on our business and relate to a wide variety of matters, including insurer solvency and statutory surplus sufficiency, reserve adequacy, insurance company licensing and examination, policy forms, rate setting, the nature and amount of investments, claims practices, participation in guaranty funds, transactions with affiliates, the payment of dividends, underwriting standards, statutory accounting methods, trade practices, privacy regulation and data security, corporate governance and risk management. In addition, state legislators and insurance regulators continue to examine the appropriate nature and scope of state insurance regulation. For a discussion of statutory financial information, see Note 9 of the financial statements included in Item 11(e). For a discussion of regulatory contingencies, see Note 18 of the financial statements under the heading “Other Contingencies” included in Item 11(e). Notes 9 and 18 are incorporated in this Item 11(a) by reference.

As part of an effort to strengthen the regulation of the financial services market, the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) was enacted in 2010. Dodd-Frank created the Federal Insurance Office (“FIO”) within the U.S. Department of the Treasury. The FIO monitors the insurance industry, provides advice to the Financial Stability Oversight Council (“FSOC”), represents the U.S. on international insurance matters, and studies the current regulatory system.

Additional regulations or new requirements may emerge from the activities of various regulatory entities, including the Federal Reserve Board, FIO, FSOC, the National Association of Insurance Commissioners (“NAIC”), and the International Association of Insurance Supervisors (“IAIS”), that are evaluating solvency and capital standards for insurance company groups. In addition, the NAIC has adopted amendments to its model holding company law that have been adopted by some jurisdictions. The outcome of these actions is uncertain; however, these actions may result in changes in the level of capital and liquidity required by insurance holding companies.

We cannot predict whether any specific state or federal measures will be adopted to change the nature or scope of the regulation of insurance or what effect any such measures would have on the Company.

Limitations on Dividends by Insurance Subsidiaries. ELIC may receive dividends from time to time from its subsidiaries. When received, these dividends represent a source of cash from which ELIC may meet some of its obligations. If a subsidiary is an insurance company, its ability to pay dividends may be restricted by state laws regulating insurance companies. For additional information regarding those restrictions, see Note 9 of the financial statements included in Item 11(e).

Guaranty Funds. Under state insurance guaranty fund laws, insurers doing business in a state can be assessed, up to prescribed limits, in order to cover certain obligations of insolvent insurance companies. We do not anticipate any material adverse financial impact from these assessments.

Investment Regulation. Our insurance subsidiaries are subject to state regulation that specifies the types of investments that can be made and concentration limits of invested assets. Failure to comply with these rules leads to the treatment of non-conforming investments as non-admitted assets for purposes of measuring statutory surplus. Further, in some instances, these rules require divestiture of non-conforming investments.

Variable Life Insurance and Registered Fixed Annuities. The sale and administration of variable life insurance and registered fixed annuities with market value adjustment features are subject to extensive regulatory oversight at the federal and state level, including regulation and supervision by the Securities and Exchange Commission (“SEC”) and the Financial Industry Regulatory Authority (“FINRA”).

Privacy Regulation and Data Security. Federal law and the laws of many states require financial institutions to protect the security and confidentiality of consumer information and to notify consumers about their policies and practices relating to collection, use, and disclosure of consumer information and their policies relating to protecting the security and confidentiality of that information. Federal law and the laws of many states also regulate disclosures and disposal of consumer information. Congress, state legislatures, and regulatory authorities are expected to consider additional regulation relating to privacy and other aspects of consumer information.

For example, the California Consumer Privacy Act of 2018 (“CCPA”), which took effect in January 2020, created certain privacy rights for individuals and imposes prescriptive operational requirements for covered businesses relating to the processing and protection of California residents’ personal information. The CCPA is enforceable by the Attorney General of California and the California Privacy Protection Agency (“CPPA”), and authorizes civil penalties and administrative fines for violations. The CCPA also provides for a private right of action for certain data breaches that arise from failure to implement and maintain reasonable security procedures and practices, which may increase the likelihood of, and risks associated with, data breach litigation.

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In addition, laws and regulations relating to privacy, cybersecurity and data protection are changing rapidly, and any such proposed or new legal frameworks could impact our business. For example, the California Privacy Rights Act of 2020, which took effect on January 1, 2023, amends and expands the CCPA by creating additional privacy rights for California residents, establishing the CPPA to enforce and implement the CCPA, and subjecting businesses to additional requirements in relation to personal information.

Environmental, Social and Governance (ESG). Regulators have imposed and likely will continue to impose ESG-related rules and guidance, which may conflict with one another and impose additional costs on us or expose us to new or additional risks.

The application and enforcement of these changing legal requirements is uncertain, may require us to modify our information practices and policies, and subject us to additional compliance obligations and potential enforcement exposure. Additional states are likely to adopt similarly themed requirements in the future. We cannot predict the impact on our business of possible future legislative measures regarding privacy or data security.

EMPLOYEES

ELIC has no employees. Instead, we primarily use the services of employees of Everlake Services Company (“ESC”), an affiliate. We also make use of other services provided by ESC. These services include human resources, finance, information technology and legal services. We reimburse ESC for these services.

WEBSITE

Our website is everlakelife.com.

Item 11(b). Description of Property

As of December 31, 2022, the Company’s principal executive office is leased and located in Northbrook, Illinois. Additional office space is leased in Lincoln, Nebraska.

The facilities are leased by Everlake Services Company, an affiliate of the Company. Expenses associated with the leased facilities are allocated to us. We believe that these facilities are suitable and adequate for our current operations.

Item 11(c). Legal Proceedings

Information required for Item 11(c) is incorporated by reference to the discussion under the heading “Other contingencies” in Note 18 of the financial statements included in Item 11(e).

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EVERLAKE LIFE INSURANCE COMPANY

Statutory-basis Statements of Financial Statements as of December 31, 2022 and 2021,

Statutory-basis Statements of Operations, Changes in Capital and Surplus

and Cash Flows for the Years Ended December 31, 2022, 2021 and 2020,

Statutory-basis Supplemental Schedules as of December 31, 2022,

Independent Auditor’s Report

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Item 11(e). Financial Statements and Notes to Financial Statements


			Page
Independent Auditor’s Report			60

Statutory-basis Statements of Financial Position			62
Statutory-basis Statements of Operations			63
Statutory-basis Statements of Changes in Capital and Surplus			64
Statutory-basis Statements of Cash Flows			65

Notes to Statutory-basis Financial Statements			66

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Independent Auditor’s Report

To the Audit & Risk Committee of

Everlake US Holdings Company

Northbrook, Illinois

Opinions

We have audited the statutory-basis financial statements of Everlake Life Insurance Company (the “Company”), which is a wholly-owned subsidiary of Everlake US Holdings Company, which comprise the statutory-basis statements of financial position as of December 31, 2022 and 2021, and the related statutory-basis statements of operations, changes in capital and surplus, and cash flows for each of the three years in the period ended December 31, 2022, and the related notes to the statutory-basis financial statements (collectively referred to as the “statutory-basis financial statements”).

Unmodified Opinion on Statutory-Basis of Accounting

In our opinion, the accompanying statutory-basis financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in accordance with the accounting practices prescribed or permitted by the Illinois Department of Insurance described in Note 2. Also, in our opinion, Schedule I-Summary of Investments Other Than Investments in Related Parties, when considered in relation to the basic financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

Adverse Opinion on Accounting Principles Generally Accepted in the United States of America

In our opinion, because of the significance of the matter described in the Basis for Adverse Opinion on Accounting Principles Generally Accepted in the United States of America section of our report, the statutory-basis financial statements do not present fairly, in accordance with accounting principles generally accepted in the United States of America, the financial position of Everlake Life Insurance Company as of December 31, 2022 and 2021, or the results of its operations or its cash flows for each of the three years in the period ended December 31, 2022.

Basis for Opinions

We conducted our audits in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Statutory-Basis Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions.

Basis for Adverse Opinion on Accounting Principles Generally Accepted in the United States of America

As described in Note 2 to the statutory-basis financial statements, the statutory-basis financial statements are prepared by the Company using the accounting practices prescribed or permitted by the Illinois Department of Insurance, which is a basis of accounting other than accounting principles generally accepted in the United States of America, to meet the requirements of the Illinois Department of Insurance. The effects on the statutory-basis financial statements of the variances between the statutory-basis of accounting described in Note 2 and accounting principles generally accepted in the United States of America, although not reasonably determinable, are presumed to be material and pervasive.

Responsibilities of Management for the Statutory-Basis Financial Statements

Management is responsible for the preparation and fair presentation of the statutory-basis financial statements in accordance with the accounting practices prescribed or permitted by the Illinois Department of Insurance. Management is also responsible for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of statutory-basis financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the statutory-basis financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date that the statutory-basis financial statements are issued.

Auditor’s Responsibilities for the Audit of the Statutory-Basis Financial Statements

Our objectives are to obtain reasonable assurance about whether the statutory-basis financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the statutory-basis financial statements.

In performing an audit in accordance with GAAS, we:

•Exercise professional judgment and maintain professional skepticism throughout the audit.

•Identify and assess the risks of material misstatement of the statutory-basis financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the statutory-basis financial statements.

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•Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed.

•Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the statutory-basis financial statements.

•Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.

Other Information Included in the Registration Statement

Management is responsible for the other information included in the Registration Statement. The other information comprises the information included in the Registration Statement but does not include the statutory-basis financial statements and our auditor’s report thereon. Our opinion on the statutory-basis financial statements does not cover the other information, and we do not express an opinion or any form of assurance thereon.

In connection with our audits of the statutory-basis financial statements, our responsibility is to read the other information and consider whether a material inconsistency exists between the other information and the statutory-basis financial statements, or the other information otherwise appears to be materially misstated. If, based on the work performed, we conclude that an uncorrected material misstatement of the other information exists, we are required to describe it in our report.

/s/ DELOITTE & TOUCHE LLP

Chicago, Illinois

March 24, 2023

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EVERLAKE LIFE INSURANCE COMPANY

STATUTORY-BASIS STATEMENTS OF FINANCIAL POSITION


($ in millions, except par value and number of shares)	December 31,
	2022		2021
ADMITTED ASSETS
Bonds (fair value: $14,896 and $18,451)	$	16,542	$	17,965
Common stocks:
Unaffiliated companies (cost: $12 and $9)	15		11
Subsidiaries and affiliates (cost: $64 and $54)	47		35
Mortgage loans on real estate	4,107		2,968
Cash, cash equivalents and short-term investments	328		1,315
Contract loans	540		554
Derivatives	65		126
Other invested assets	1,677		1,470
Receivables for securities	40		12
Subtotals, cash and invested assets	23,361		24,456
Investment income due and accrued	179		154
Premiums and considerations	162		170
Reinsurance recoverables and other reinsurance receivables	201		191
Other receivables	27		2
Advanced benefits	31		33
Other assets	6		7
From Separate Accounts, Segregated Accounts and Protected Cell Accounts	2,035		3,135
Total admitted assets	$	26,002	$	28,148

LIABILITIES
Aggregate reserve for life contracts	$	11,846	$	12,166
Aggregate reserve for accident and health contracts	33		35
Liability for deposit-type contracts	1,517		1,608
Contract claims and liabilities	79		87
Other amounts payable on reinsurance	110		245
Interest maintenance reserve	—		145
Net deferred tax liability	120		167
Asset valuation reserve	427		496
Payable to parent, subsidiaries and affiliates	38		21
Funds held under reinsurance treaties with unauthorized and certified reinsurers	6,555		6,740
Funds held under coinsurance	764		807
Derivatives	32		79
Repurchase agreement	552		—
Other liabilities	134		15
From Separate Accounts Statement	2,035		3,135
Total liabilities	24,242		25,746

CAPITAL AND SURPLUS
Common capital stock ($227 par value; 23,800 shares authorized, issued and outstanding)	5		5
Gross paid in and contributed surplus	1,678		1,927
Unassigned funds (surplus)	77		470
Total capital and surplus	1,760		2,402
Total liabilities and capital and surplus	$	26,002	$	28,148

See notes to statutory-basis financial statements.

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EVERLAKE LIFE INSURANCE COMPANY

STATUTORY-BASIS STATEMENTS OF OPERATIONS


($ in millions)	Year Ended December 31,
	2022		2021		2020
Premiums and annuity considerations for life and accident and health contracts	$	662	$	(5,882)	$	1,484
Net investment income	1,052		1,323		1,143
Amortization of interest maintenance reserve	54		44		19
Commissions and expense allowances on reinsurance ceded	70		(420)		101
Reserve adjustments on reinsurance ceded	(305)		(422)		(370)
Fees associated with Separate Accounts	42		42		37
Experience refund on reinsurance ceded	154		73		168
Non-proprietary product revenue	—		17		33
Other income	2		2		—
Total	1,731		(5,223)		2,615

Death benefits	447		721		708
Annuity benefits	458		722		791
Surrender benefits and withdrawals for life contracts	389		492		540
Interest and adjustments on contracts or deposit-type contract funds	49		71		97
Increase (Decrease) in aggregate reserves for life and accident and health contracts	(331)		(7,027)		474
Other contract benefits	7		24		44
Commissions and general insurance expenses, including insurance taxes, licenses and fees	163		362		315
Net transfers to or (from) Separate Accounts net of reinsurance	(310)		(465)		(415)
Funds withheld expense	408		231		33
Total	1,280		(4,869)		2,587

Net gain (loss) from operations after dividends to policyholders and before federal income taxes and realized capital gains or (losses)	451		(354)		28

Federal and foreign income taxes incurred (excluding tax on capital gains)	94		(30)		—

Net gain (loss) from operations after dividends to policyholders and federal income taxes and before realized capital gains or (losses)	357		(324)		28

Net realized capital gains (losses) (excluding gains (losses) transferred to the IMR) less capital gains tax of $(8), $(156) and $8 (excluding taxes of $(60), $105 and $17 transferred to the IMR)	(30)		1,397		29

Net income	$	327	$	1,073	$	57

See notes to statutory-basis financial statements.

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EVERLAKE LIFE INSURANCE COMPANY

STATUTORY-BASIS STATEMENTS OF CHANGES IN CAPITAL AND SURPLUS


($ in millions)	Year Ended December 31,
	2022		2021		2020
Capital and surplus, December 31, prior year	$	2,402	$	3,927	$	3,817
Net income	327		1,073		57
Change in net unrealized capital gains (losses)	(117)		(791)		(130)
Change in net unrealized foreign exchange capital gains (losses)	2		(16)		25
Change in net deferred income tax	27		(545)		75
Change in nonadmitted assets	(89)		226		48
Change in reserve on account of change in valuation basis	(11)		3		—
Change in asset valuation reserve	69		477		35
Paid-in surplus adjustment	(249)		40		—
Dividends to stockholder	(601)		(1,992)		—
Capital and surplus, December 31, current year	$	1,760	$	2,402	$	3,927

See notes to statutory-basis financial statements.

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EVERLAKE LIFE INSURANCE COMPANY

STATUTORY-BASIS STATEMENTS OF CASH FLOWS


($ in millions)	Year Ended December 31,
	2022		2021		2020
Cash from operations
Premiums collected net of reinsurance	$	669	$	(5,692)	$	910
Net investment income	1,002		1,449		1,169
Miscellaneous income	203		193		343
Total	1,874		(4,050)		2,422

Benefits and loss related payments	1,515		2,250		2,386
Net transfers to Separate, Segregated Accounts and Protected Cell Accounts	(375)		(465)		(402)
Commissions, expenses paid and aggregate write-ins for deductions	574		589		314
Federal and foreign income taxes paid (recovered)	15		195		10
Total	1,729		2,569		2,308
Net cash from operations	145		(6,619)		114

Cash from investments
Proceeds from investments sold, matured or repaid	8,844		11,808		5,998
Cost of investments acquired (long-term only)	9,367		9,243		6,006
Net increase or (decrease) in contract loans and premium notes	(13)		(24)		(13)
Net cash from investments	(510)		2,589		5

Cash from financing and miscellaneous sources
Capital and paid-in surplus, less treasury stock	(249)		40		—
Net deposits on deposit-type contracts and other insurance liabilities	(141)		(200)		(239)
Dividends to stockholder	601		1,638		—
Other cash provided (applied)	369		6,452		(82)
Net cash from financing and miscellaneous sources	(622)		4,654		(321)

Reconciliation of cash, cash equivalents and short-term investments
Net change in cash, cash equivalents and short-term investments	(987)		624		(202)
Cash, cash equivalents and short-term investments, beginning of year	1,315		691		893
Cash, cash equivalents and short-term investments, end of period	$	328	$	1,315	$	691

Supplemental disclosures for non-cash transactions

Assets transferred from/to parent	$	—	$	3,001	$	—
Assets transferred to an affiliate due to reinsurance	—		503		—
Dividends to parent	—		354		—
Assets transferred from/to a subsidiary	1,009		176		—
Portfolio investments exchanged	398		172		425
Reinvestment of non-cash distributions from other invested assets	—		120		30
Income from other invested assets	—		75		14
Bonds transferred for reinsurance settlement	226		37		—
Change in payable for securities acquired	1		21		23
Change in receivable for securities sold	37		8		2
Change in commitment on low income housing investments	—		1		117
Liability associated with other invested assets	—		1		1
Assets transferred from an affiliate due to reinsurance	—		—		591
IMR transferred due to reinsurance	—		—		37

See notes to statutory-basis financial statements.

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NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS

1. General

Everlake Life Insurance Company (the “Company”, formerly known as Allstate Life Insurance Company), an Illinois domiciled insurer, is a wholly owned subsidiary of Everlake US Holdings Company (“EUHC”), a Delaware corporation. EUHC is a wholly owned subsidiary of Everlake US Parent Company, a Delaware corporation. Everlake US Parent Company is a wholly owned subsidiary of Everlake Holdings, LP. Prior to November 1, 2021, the Company was a wholly owned subsidiary of Allstate Insurance Company (“AIC”), an Illinois domiciled insurer. AIC is a wholly owned subsidiary of Allstate Insurance Holdings, LLC (“AIH”), a Delaware limited liability company. AIH is a wholly owned subsidiary of The Allstate Corporation (the “Corporation”).

On January 26, 2021, AIC and Allstate Financial Insurance Holding Corporation (“AFIHC” or “seller”) entered into the Stock Purchase Agreement (“ALIC Purchase Agreement”) with EUHC (formerly Antelope US Holdings Company), an affiliate of an investment fund managed by Blackstone Inc. to sell the Company and certain affiliates. The necessary state regulatory approvals were received on October 29, 2021 and the sale of the Company and certain affiliates was completed on November 1, 2021, at which time EUHC became the parent of the Company. Subsequently, the Company was renamed to Everlake Life Insurance Company.

The Company previously sold life insurance through Allstate exclusive agents and exclusive financial specialists. The Company is authorized to sell life insurance and retirement products in 49 states, the District of Columbia and Puerto Rico. The Company’s business consists of traditional, interest-sensitive and variable life insurance. Term and whole life insurance offer basic life protection solutions. Universal life and retirement products cover more advanced needs. The Company discontinued sales of insurance products during third quarter 2021. Since the acquisition by EUHC on November 1, 2021, the Company’s strategy is to build scale and diversify its business through the opportunistic acquisition of life and annuity liabilities. These acquisitions could be structured as purchase agreements or reinsurance agreements.

For 2022, the top geographic locations for direct statutory premiums and annuity considerations were California, Texas, Florida, Illinois and Pennsylvania. No other jurisdictions accounted for more than 5% of direct statutory premiums and annuity considerations.

2. Summary of Significant Accounting Policies

Basis of presentation

The Company prepares its financial statements in conformity with accounting practices prescribed or permitted by the Illinois Department of Insurance (“IL DOI”). Prescribed statutory accounting practices include a variety of publications of the National Association of Insurance Commissioners (“NAIC”), as well as state laws, regulations and general administrative rules. Permitted statutory accounting practices encompass all accounting practices not so prescribed.

The State of Illinois requires its domestic insurance companies to prepare financial statements in conformity with the NAIC Accounting Practices and Procedures Manual (“APPM”), which includes all Statements of Statutory Accounting Principles (“SSAPs”), subject to any deviations prescribed or permitted by the IL DOI.

The Company’s net income and capital and surplus did not include any accounting practices prescribed or permitted by the IL DOI during 2022 and 2021.

The Company held one nonconforming credit tenant loan (“CTL”) with a carrying value of $14 million, as of December 31, 2020. This nonconforming CTL was reported on Schedule D, Part 1 of the Annual Statement with an NAIC Designation of 2.B FE. The asset was filed with the Securities Valuation Office (“SVO”) on January 14, 2021 and included as a permitted practice for the 2020 reporting year pursuant to the Statutory Accounting Principles Working Group INT 20-10. The CTL received an SVO-assigned designation during the first quarter of 2021.

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A reconciliation of the Company’s net income and capital and surplus between statutory accounting principles (“SAP”) per the APPM and practices prescribed or permitted by the IL DOI as of December 31 is shown below.


($ in millions)	Year Ended December 31
	2022		2021				2020
Net Income
The Company’s state basis	$	327	$	1,073			$	57

State prescribed practices that increase/(decrease) NAIC SAP:	—		—				—

State permitted practices that increase/(decrease) NAIC SAP:	—		—				—

NAIC SAP	$	327	$	1,073			$	57

Surplus
The Company’s state basis	$	1,760	$	2,402			$	3,927

State prescribed practices that increase/(decrease) NAIC SAP:	—		—				—

State permitted practices that increase/(decrease) NAIC SAP:	—		—				—
Nonconforming CTL reported on Schedule D Part 1 of the Annual Statement	—		—				14
Nonconforming CTL reported on Schedule BA Part 1 of the Annual Statement	—		—				(14)

NAIC SAP	$	1,760	$	2,402	$	2,402	$	3,927

Accounting practices and procedures of the NAIC as prescribed or permitted by the IL DOI comprise a comprehensive basis of accounting other than accounting principles generally accepted in the United States of America (“GAAP”). The more significant differences relevant to the Company are as follows:

•Bonds, including loan-backed and structured securities (“LBASS”) but excluding Securities Valuation Office (“SVO”)-identified investments, and short-term investments are stated at amortized cost, or lower of amortized cost or fair value, or recovery value, while under GAAP, they are carried at fair value.

•Under the APPM, unaffiliated common stocks are reported at fair value and changes in fair value are recorded as a change in net unrealized capital gains (losses), which is a component of unassigned surplus. Under GAAP, equity investments, including common stocks and limited partnership interests not accounted for under the equity method of accounting (“EMA”) or that do not result in consolidation, are measured at fair value with changes in fair value recognized in net income.

•Under the APPM, mortgage loans are carried at unpaid principal amount net of unamortized premium or discount. Under GAAP they are carried at amortized cost, net of credit loss allowances, which are estimates of expected credit losses, established for loans upon origination or purchase, and are established considering all relevant information available, including past events, current conditions, and reasonable and supportable forecasts over the life of the loans. Under the APPM, impairment adjustments on mortgage loans are recorded when it is probable contractual principal and interest will not be collected. Other-than-temporary impairment (“OTTI”) adjustments reduce the carrying value of mortgage loans to the fair value of the collateral less the estimated cost to sell. Under GAAP, loans are evaluated on a pooled basis when they share similar risk characteristics; while under the APPM, loans are evaluated individually.

•Investments classified as cash equivalents under the APPM are stated at fair value or amortized cost, while under GAAP these investments are carried at fair value.

•Certain investments in joint ventures, partnerships and limited liability companies under GAAP are recorded at fair value. Per the APPM, these investments require EMA to be used. EMA on a statutory basis, in conjunction with asset valuation reserve (“AVR”) recognition requirements as discussed below, recognizes the earnings of the investment in surplus with only the portion distributed recorded in investment income, while GAAP recognizes all earnings, both distributed and undistributed in investment income. Investments in joint ventures, partnerships and limited liability companies are required to have audited U.S. GAAP financial statements or audited U.S. tax-basis financial statements to be admitted. For investments in non-U.S. joint ventures, partnerships and limited liability companies for which

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audited GAAP or International Financial Reporting Standards financial statements are not available, admission requires using certain audited financial statements prepared using foreign generally accepted accounting principles with an audited reconciliation to U.S. GAAP.

•Investments in certain non-insurance affiliates are carried at amounts prescribed by the APPM and admitted if there are audited GAAP financial statements. GAAP requires consolidation when certain criteria are met. Differences between the APPM and GAAP result from differences in the entities that are accounted for under EMA, combined or consolidated, as well as differences in accounting practices and procedures.

•Realized investment capital gains or losses are reported net of related income taxes, while under GAAP, such gains or losses are reported gross of tax.

•Under both GAAP and the APPM, the Company is required to identify impairments and recognize credit or intent related losses on bonds including LBASS (i.e., the term used in the APPM is “other-than-temporary impairment”, effective January 1, 2020, this term is no longer used in GAAP). However, the measurement of credit impairments differs for bonds and the trigger for intent impairments differs for LBASS.

Intent related credit losses are recorded when there is a decision to sell a security or when it is more likely than not that the Company will be required to sell the security before the recovery of the amortized cost basis. Under GAAP and the APPM, for intent related credit losses, bonds, including LBASS are written down to fair value. In addition, for LBASS under the APPM, intent related OTTI is also recognized when there is no intent and ability to hold the security until it recovers in value, which is not required under GAAP.

Credit related impairments result from an assessment that the entire amortized cost basis is not expected to be recovered. Under GAAP, for bonds, including LBASS, in an unrealized loss position, credit losses are recorded to expected recovery value, which is recognized as a contra asset allowance and may not exceed fair value. Recovery value is determined by calculating the best estimate of future cash flows considering past events, current conditions and reasonable and supportable forecasts discounted at the security’s current effective rate. Under the APPM, for credit related OTTI, bonds other than LBASS, are written down to fair value and LBASS are written down to the expected recovery value.

•Under the APPM, derivatives which follow hedge accounting are reported in a manner consistent with the hedged item with no ineffectiveness separately recorded. Derivatives that are not designated as accounting hedges are recorded at fair value, with changes in fair value recorded as unrealized capital gains or losses in unassigned surplus until the transaction is closed (e.g., terminated, sold, expired, exercised). Derivatives which are used in replication are reported in a manner consistent with the asset that has been replicated. Embedded derivative instruments are not accounted for separately as derivative instruments. Derivative assets and liabilities are reported gross in the financial statements.

Under GAAP, derivatives that qualify as a fair value hedge are recorded at fair value in the same income statement line item as the hedged item; cash flow hedges are also recorded at fair value. Hedge ineffectiveness, if any, is recorded along with the hedged item. The change in fair value of a non-hedge derivative, including derivatives used in replication, is recorded as a realized capital gain or loss. Embedded derivative instruments are accounted for separately and marked to market through realized capital gains or losses. Derivative assets and liabilities that qualify for offsetting with a counterparty are reported as a net asset or liability in the financial statements.

•The APPM requires that, if in the aggregate, the Company has a net negative cash balance it shall be reported as a negative asset. GAAP requires that such negative cash balances be reported as other liabilities.

•Under the APPM, costs that are related directly to the successful acquisition of new or renewal life insurance and investment contracts, principally agents’ and brokers’ remuneration and certain underwriting costs, are expensed as incurred. Under GAAP, these costs are deferred and amortized to income either over the premium paying period of the related policies in proportion to the estimated revenue on such business or in relation to the present value of estimated gross profits on such business over the estimated lives of the contracts.

•Both GAAP and the APPM require a provision for deferred taxes on temporary differences between the reporting and tax bases of assets and liabilities. The change in deferred taxes is reported in surplus per the APPM, while under GAAP, the change is reported in the Statement of Operations. The APPM also includes limitations as to the amount of deferred tax assets (“DTAs”) that may be reported as an admitted asset. Both GAAP and the APPM require a valuation allowance for DTAs and the allowance is similarly measured.

•Under the APPM, the effects of reinsurance are netted against the corresponding assets or liabilities versus reported on a gross basis for GAAP. For paid and unpaid reinsurance recoverables and receivables reported gross on the GAAP balance sheet, effective January 1, 2020 credit loss allowances, which are estimates of expected credit losses, are established through a charge to GAAP income and reported as a contra asset. GAAP credit loss allowances are established considering all relevant information available, including past events, current conditions, and reasonable and supportable forecasts over the life of the asset. Under GAAP, reinsurance recoverables and receivables may be evaluated on a pooled basis when they share similar risk characteristics; while under the APPM, reinsurance recoverables and receivables are generally evaluated individually for collectibility and amounts determined to be

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uncollectible are charged to income in the period the determination is made. Under the APPM, a loss on reinsurance is expensed immediately, while under GAAP, a loss is deferred as cost of reinsurance and amortized into income over the estimated life of the policies.

•Certain reported assets, including negative interest maintenance reserve (“IMR”), prepaid commissions, prepaid expenses, certain other receivables over 90 days past due, certain agent and bills receivables and receivable from sale of securities over 15 days past due, are designated as nonadmitted assets and are charged directly to unassigned surplus. Under GAAP, these assets are reported in the Statements of Financial Position, net of any valuation allowance.

•For holders of surplus notes, interest is not accrued until approved by the insurance departments of the applicable states of domicile per the APPM. GAAP requires interest on surplus notes to be accrued whether or not state approval has been obtained.

•Life statutory policy reserves are based on mortality, interest and other assumptions applied in compliance with statutory regulations and subject to reserve testing with assumption subject to statutory requirements. Health statutory policy reserves are based on morbidity, interest, and withdrawal assumptions applied in compliance with statutory regulations. Statutory formula policy reserves in certain cases are subject to stand alone reserve testing with assumptions subject to statutory requirements. Statutory policy reserves generally differ from policy reserves under GAAP, which are based on the Company’s estimates of mortality, morbidity, interest and withdrawals and include sufficiency testing with assumptions representative of the Company’s current expectations. The effect, if any, on reserves due to a change in valuation basis is recorded directly to unassigned surplus per the APPM rather than included in the determination of net gain from operations for GAAP.

•The AVR and IMR are required by the APPM, but not GAAP.

•Under the APPM, liabilities from guaranty funds or other assessments from insolvencies of entities that wrote long term care contracts are recorded at discounted rates, while all other assessments are reported at undiscounted rates. Under GAAP, all guaranty funds or other assessments are reported at undiscounted rates.

•The assets and reserves relating to indexed variable annuity contracts are reflected as assets and liabilities related to Separate Accounts and are carried at fair value. Premium receipts and benefits on these contracts are recorded as revenue and expense and are transferred to or (from) the Separate Accounts. Under GAAP, these assets are reported as bonds and mortgage loans. Bonds designated as available for sale are carried at fair value and mortgage loans are carried at amortized cost, net of credit loss allowances, which are estimates of expected credit losses, established for loans upon origination or purchase, and are established considering all relevant information available, including past events, current conditions, and reasonable and supportable forecasts over the life of the loans. Liabilities are reported as contractholder funds. Revenues are comprised of contract charges and fees for contract administration and surrenders.

•Under the APPM, premium receipts and benefits on certain annuity contracts and universal life-type contracts are recorded as revenue and expense. Under GAAP, revenue on certain annuity contracts and universal life-type contracts is comprised of contract charges and fees, which are recognized when assessed against the policyholder account balance. Additionally, premium receipts on certain annuity contracts and universal life-type contracts are considered deposits and are recorded as interest-bearing liabilities, while benefits are recognized as expenses in excess of the policyholder account balance.

•GAAP requires the presentation of comprehensive income and its components in the financial statements, which is not required by the APPM.

•Under the APPM, economic transactions between related parties involving the exchange of assets or liabilities are accounted for at their fair value and non-economic transactions are accounted for at their fair value if lower than book value, while under GAAP, the exchange of assets or liabilities between related parties are accounted for at book value. If the related parties are affiliates under common control and if the common parent is subject to APPM guidance, increases in surplus on such transactions are deferred by the common parent reporting entity.

Use of estimates

The preparation of financial statements in conformity with the NAIC Annual Statement Instructions and accounting practices prescribed or permitted by the IL DOI requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Reclassification

To conform to the current year presentation, certain amounts in the prior year’s financial statements and notes were reclassified. In addition, the classification of the cost of reinsurance associated with the Company’s Funds Withheld Reinsurance Agreement with Everlake Reinsurance Limited was prospectively changed in 2022. In 2022, interest and

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adjustments on contracts or deposit-type contract funds includes cost of reinsurance of $47 million. In 2021, funds withheld expense includes cost of reinsurance of $7 million.

Investments

Bonds with an NAIC designation of 1 through 5, including LBASS, and excluding SVO-identified investments, are reported at amortized cost using the effective yield method. Bonds with an NAIC designation of 6 are reported at the lower of amortized cost or fair value, with the difference reflected in unassigned surplus as an unrealized capital loss. In general, LBASS utilize a multi-step process for determining carrying value and NAIC designation in accordance with SSAP No. 43R, Loan-backed and Structured Securities. The Company’s bond portfolio also includes SVO-identified investments, which are reported at fair value. Changes in the fair value of SVO-identified investments are recorded as a change in net unrealized capital gains (losses), which is a component of unassigned surplus.

Redeemable preferred stocks are reported at cost, amortized cost or the lower of cost, amortized cost or fair value, depending on the assigned NAIC designation. Perpetual preferred stocks are reported at fair value or the lower of cost or fair value depending on the assigned NAIC designation. Unaffiliated common stocks are reported at fair value. For preferred stocks reported at fair value and unaffiliated common stocks, the differences between amortized cost or cost and fair value are recorded as a change in net unrealized capital gains (losses), which is a component of unassigned surplus.

Common stock investments in insurance subsidiaries are recorded based on the underlying statutory equity of the subsidiary.

Mortgage and residential loans are reported at unpaid principal balances, net of unamortized premium or discount.

Investments in real estate are reported at depreciated cost less encumbrances or the lower of depreciated cost or fair value, less encumbrances and estimated cost to sell the property. Single real estate property investments, that are wholly owned by a limited liability company that is directly and wholly owned by the reporting entity, are reported as real estate investments.

Cash equivalents are reported at fair value or amortized cost. Cash equivalents reported at amortized cost are readily convertible into known amounts of cash and so near their maturity that they present an insignificant risk of change in value because of changes in interest rates.

Short-term investments are reported at amortized cost.

Contract loans are reported at the unpaid principal and capitalized interest balance. Interest is capitalized into the loan balance each contract anniversary. Loans deemed uncollectible are written off. Loan balances in excess of cash value are non-admitted.

Other invested assets consist of investments in joint ventures, partnerships, limited liability companies, low income housing tax credit (“LIHTC”) property investments and surplus notes. Investments in joint ventures, partnerships and limited liability companies are generally reported based on the underlying audited GAAP equity of the investee, with undistributed earnings or losses reflected in unassigned surplus as a change in net unrealized capital gains and losses and, are generally recognized on a delay due to the availability of financial statements. The change in net unrealized capital gains and losses is reported in unassigned surplus, as well as used in the calculation of the AVR provision. LIHTC property investments are carried at proportional amortized cost, based on the proportion of tax benefits received in the current year to total estimated tax benefits allocated to the Company. Surplus notes are reported at amortized cost or the lower of amortized cost or fair value depending on the NAIC designation.

Realized capital losses recognized on all bonds due to OTTI resulting from changes in the general level of interest rates are reported in the IMR, net of tax and amortized into the Statements of Operations. For LBASS designated as no intent and ability to hold, the non-interest related portion of OTTI losses is used in the calculation of the AVR provision, while the interest-related OTTI is reported in IMR. All other net realized capital gains and losses for other invested assets resulting from changes in the general level of interest rates and OTTI realized capital losses for other invested assets and bonds that are not a result of changes in the general level of interest rates are reported in the Statements of Operations and used in the calculation of the AVR provision, the change of which is reported within unassigned surplus.

Investment income primarily consists of interest, dividends, income from limited partnership interests, rental income from real estate and amortization of any premium or discount. Interest is recognized on an accrual basis using the effective yield method and dividends are recorded at the ex-dividend date. Interest income for LBASS is determined considering estimated pay-downs, including prepayments, obtained from third-party data sources and internal estimates. Actual prepayment experience is periodically reviewed and effective yields are recalculated when differences arise between the prepayments originally anticipated and the actual prepayments received and currently anticipated. For LBASS of high credit quality with fixed interest rates, the effective yield is recalculated on a retrospective basis. For all others, the effective yield is recalculated on a prospective basis. In periods subsequent to the recognition of an OTTI on a bond, including LBASS, the difference between the new amortized cost basis and the cash flows expected to be collected is accreted as interest income. Accrual of income is suspended for other-than-temporarily impaired bonds when the timing and amount of cash flows expected to be received is not reasonably estimable. Accrual of income is suspended for mortgage loans and bank loans that are in default or when the full and timely collection of principal and interest payments is not probable. Cash receipts on investments on

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nonaccrual status are generally recorded as a reduction of carrying value. Cash distributions received from investments in joint ventures, partnerships and limited liability companies are recognized in investment income to the extent that they are not in excess of the undistributed accumulated earnings attributable to the investee and the unrealized gain would be reversed. Any distributions that are in excess of the undistributed accumulated earnings attributable to the investee reduce the carrying amount of the investment.

Realized capital gains and losses include gains and losses on investment sales, write-downs in value due to other than temporary declines in fair value, expirations and settlements of certain derivatives. Realized capital gains and losses on investment sales are determined on a specific identification basis.

The Company has a comprehensive portfolio monitoring process to identify and evaluate each bond, including LBASS, and common and preferred stock, whose carrying value may be other-than-temporarily impaired. For each bond, excluding LBASS, in an unrealized loss position (fair value is less than amortized cost), the Company assesses whether management with the appropriate authority has made a decision to sell the bond prior to its maturity at an amount below its carrying value. If the decision has been made to sell the bond, the bond’s decline in fair value is considered other than temporary and the Company recognizes a realized capital loss equal to the difference between the amortized cost and the fair value of the bond at the balance sheet date the assessment is made. If the Company has not made the decision to sell the bond, but it is probable the Company will not be able to collect all amounts due according to contractual terms, the bond’s decline in value is considered other-than-temporarily impaired, and a write-down of the amortized cost to fair value is required. For securities with an NAIC designation of 6, unrealized losses that are not deemed other-than-temporarily impaired are reflected in the Company’s unassigned surplus.

For LBASS, the Company assesses whether management with the appropriate authority has made a decision to sell each LBASS in an unrealized loss position or does not have the intent and ability to retain the LBASS for a period of time sufficient to recover the amortized cost basis. If either situation exists, the security’s decline in value is considered other-than-temporarily impaired and the security is written down as a realized capital loss to fair value. If management has not made the decision to sell the LBASS and management intends to hold the security for a period of time sufficient to recover the amortized cost basis, the Company analyzes the present value of the discounted cash flows expected to be collected. If the present value of the discounted cash flows expected to be collected is less than the amortized cost, the security is considered other-than-temporarily impaired and the Company recognizes a realized capital loss for the difference between the present value of the discounted cash flows and the amortized cost. For securities with an NAIC designation of 6, unrealized losses that are not deemed other-than-temporarily impaired are reflected in the Company’s unassigned surplus.

For common and preferred stocks, the Company considers various factors, including whether the Company has the intent and ability to hold the stock for a period of time sufficient to recover its cost basis. Where the Company lacks the intent and ability to hold to recovery, or believes the recovery period is extended, the stock’s decline in fair value is other than temporary and the difference between the stock’s cost and fair value is recognized as a realized capital loss. A decision to sell stock for an amount below its cost would be an other than temporary decline and a realized capital loss is recorded. For stocks managed by a third-party, either the Company has contractually retained its decision making authority as it pertains to selling stocks that are in an unrealized loss position or it recognizes an unrealized loss at the end of the period through a charge to realized capital loss.

The Company’s portfolio monitoring process includes a quarterly review of all securities to identify instances where the fair value of a security compared to its amortized cost (for bonds, including LBASS) or cost (for stocks) is below internally established thresholds. The process also includes the monitoring of other impairment indicators such as ratings, ratings downgrades and payment defaults. The securities identified, in addition to other securities for which the Company may have a concern, are evaluated for potential OTTI using all reasonably available information relevant to the collectibility or recovery of the security. Inherent in the Company’s evaluation of OTTI for these securities are assumptions and estimates about the financial condition and future earnings potential of the issue or issuer. Some of the factors that may be considered in evaluating whether a decline in fair value is other than temporary are: (1) the financial condition, near-term and long-term prospects of the issue or issuer, including relevant industry specific market conditions and trends, geographic location and implications of rating agency actions and offering prices; (2) the specific reasons that a security is in an unrealized loss position, including overall market conditions which could affect liquidity; and (3) the length of time and extent to which the fair value has been less than amortized cost or cost.

Impairment adjustments on mortgage loans are recorded when it is probable contractual principal and interest will not be collected. OTTI adjustments reduce the carrying value of mortgage loans to the fair value of the collateral less the estimated cost to sell. The carrying value of real estate is adjusted for OTTI only if it is not recoverable and exceeds fair value.

Due and accrued investment income is recorded as an asset, with three exceptions. Due and accrued investment income on mortgage loans in default, where interest is more than 180 days past due, is nonadmitted. Due and accrued investment income for investments other than mortgage loans, that is more than 90 days past due, is nonadmitted. In addition, due and accrued investment income that is determined to be uncollectible, regardless of its age, is written off in the period that determination is made. All due and accrued investment income was admitted as of December 31, 2022 and 2021.

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Derivative financial instruments

Derivative financial instruments include interest rate, total return, credit default and foreign currency swap agreements, foreign currency forward contracts, futures contracts, interest rate cap agreements and index option contracts. When derivatives meet specific criteria, they may be designated as accounting hedges, which means they may be accounted for and reported on in a manner that is consistent with the hedged asset or liability. Derivatives that are not designated as accounting hedges are accounted for on a fair value basis, with changes in fair value recorded as unrealized capital gains or losses in unassigned surplus. The determination of the AVR and IMR impact of realized capital gains and losses on derivatives is based on how the realized capital gains and losses of the underlying asset is reported. The Company’s accounting policy for the various types of derivative instruments is discussed further in Note 5.

AVR and IMR

The Company establishes the AVR and IMR as promulgated by the NAIC. The AVR offsets potential credit-related investment losses and volatility in recorded changes in fair value measurements on all invested asset categories excluding cash, contract loans, premium notes, collateral notes and income receivables. The AVR calculation is formula-based and considers the prior year reserve balance, the current year’s realized credit-related (default) and equity capital gains and losses, net of capital gains tax, and the current year’s unrealized capital gains and losses, net of deferred taxes thereon, applicable to the invested asset categories that are grouped within the default and equity components. The default component includes long-term bonds, short-term bonds, derivatives and mortgage loans. The equity component includes common stocks and other invested assets. Other invested assets consist of investments in joint ventures, partnerships, limited liability companies, low income housing tax credit property investments, collateral loans and surplus notes. The undistributed earnings or losses from investments in joint ventures, partnerships and limited liability companies are reported as changes in unrealized capital gains and losses and included in the AVR. Cash distributions received from investments in joint ventures, partnerships and limited liability companies are recognized in investment income to the extent that they are not in excess of the undistributed accumulated earnings attributable to the investee and the unrealized gain would be reversed, whereas, any distributions that are in excess of the undistributed accumulated earnings attributable to the investee reduce the carrying amount of the investment. Realized and unrealized capital gains increase the AVR and realized and unrealized capital losses decrease the AVR. The Company’s total AVR is generally limited to a maximum amount of credit-related reserve that is calculated using a set of factors applied to the admitted asset values of the various invested asset categories. Total AVR in one sub-component of either the default or equity component that is in excess of the maximum reserve must be transferred to the “sister” sub-component if that sub-component’s total AVR is below its maximum reserve. If the total AVR in either of the combined default or equity component is in excess of the combined maximum reserve, the Company may transfer the excess to the other component if that component’s total AVR is below its maximum reserve, or the excess reserve may be released to unassigned surplus. In general, decreases in the Company’s total invested assets portfolio will decrease the total AVR and increases will increase the total AVR.

The IMR captures the realized capital gains and losses that result from changes in the overall level of interest rates and amortizes them into investment income over the approximate remaining life of the investments sold. The IMR includes all realized capital gains and losses, net of capital gains tax thereon, due to interest rate changes on fixed income investments, mortgage loans and derivatives, and excludes credit-related realized capital gains and losses on default component invested assets, realized capital gains and losses on equity investments and unrealized capital gains and losses. After a realized capital gain or loss has been identified as interest-related and an expected maturity date has been determined, a company may select either a grouped method or seriatim method for calculating the IMR amortization. The Company has elected to use the grouped method in calculating its IMR amortization. The total IMR is calculated by adding the current year’s interest-related capital gains and losses, net of capital gains tax, to the prior year reserve and subtracting the current year’s amortization released to the Statements of Operations. A negative IMR is reported as a nonadmitted asset. Make whole fees and prepayment penalties are recorded as investment income and not included in the IMR.

Securities loaned

The Company’s business activities include securities lending transactions, which are used primarily to generate net investment income. The proceeds received in conjunction with securities lending transactions are reinvested in cash equivalents, short-term investments or bonds.

Repurchase Agreements

The Company is a party to secured financing transactions whereby certain securities are sold under repurchase agreements, in which the Company transfers securities in exchange for cash, with an agreement by the Company to repurchase the same or substantially similar securities at agreed-upon dates specified in the repurchase agreements. Under the repurchase agreements the Company requires collateral equal to, at a minimum, 97 percent of the fair value of the transferred securities. Cash collateral received is invested in various securities which are reported as invested assets on the Company’s Statement of Financial Position and the offsetting collateral liabilities are classified as repurchase agreements and included in aggregate write-ins for liabilities. The reinvested collateral subject to repurchase agreements are classified as restricted assets.

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The Company manages risk associated with repurchase agreements through counterparty selection and collateral requirements. Repurchase agreements remain subject to counterparty risk and risk of changes in the fair value of the transferred securities. Losses may be recognized if the counterparty defaults or if the fair value of the transferred securities decline to below the amount by which the Company is required to repurchase the securities.

Off-balance-sheet financial instruments

Commitments to invest, commitments to extend loans, and commitments to purchase private placement securities have off-balance-sheet risk because their contractual amounts are not recorded in the Company’s Statements of Financial Position. The details of the off-balance-sheet commitments are discussed further in Note 5.

Premiums and annuity considerations

Annual premiums for most traditional life insurance policies are recognized as revenue on the policy anniversary date. Premiums, based on modal payment, for accident and health insurance, group life and certain immaterial traditional life insurance policies are recognized as revenue when due. Considerations received for supplementary contracts with life contingencies are recognized as revenue when due. Premiums for all single and flexible premium life insurance and annuity products are recognized as revenue when collected. Considerations received on deposit-type funds, which do not contain any life contingencies, are recorded directly to the related reserve liability.

Premiums written and not yet collected from policyholders are shown as a receivable, with balances older than 90 days nonadmitted.

Reserves for policy benefits

The Company adopted Principles Based Reserving (“PBR”) which are computed actuarially according to the Valuation Manual Section 20 method with interest, mortality and other assumptions applied in compliance with statutory regulations for life policies issued on or after January 1, 2020.

Policy benefit reserves for traditional and flexible premium life insurance policies excluding PBR policies are computed actuarially according to the Commissioners' Reserve Valuation Method with interest, mortality and other assumptions applied in compliance with statutory regulations. Benefit reserves for annuity products are calculated according to the Commissioners' Annuity Reserve Valuation Method with interest, mortality and other assumptions applied in compliance with statutory regulations. Benefit reserves for modified guaranteed annuity products are calculated according to Title 50 of the Illinois Administrative Code, Part 1410 with interest and mortality assumptions in compliance with statutory regulations.

Reserves for deposit-type funds are equal to deposits received and interest credited to the benefit of contractholders, less surrenders and withdrawals that represent a return to the contractholder. For deposit-type funds with no cash values prior to maturity, reserves are present values of contractual payments with interest assumptions in compliance with statutory regulations. Tabular interest on deposit-type funds is calculated as the prescribed valuation interest rate times the mean amount of funds subject to such rate held at the beginning and end of the year of valuation.

On February 25, 2022, the Company received approval of membership in the Federal Home Loan Bank of Chicago (“FHLB”). In connection with membership, the Company purchased stock in the FHLB. Acquisition of FHLB capital stock allows members to conduct business activity (borrowings) from the FHLB. These borrowings may take different forms such as debt or funding agreements. All amounts borrowed by the Company in 2022 were in the form of a funding agreement. The Company measures its’ liability for the amounts borrowed in accordance with SSAP No. 52, Deposit-Type Contracts.

Policy benefit reserves for accident and health and group life insurance products include claim reserves, contract reserves and unearned premiums, if applicable. Claim reserves, including incurred but not reported claims, represent management's estimate of the ultimate liability associated with unpaid policy claims, based primarily upon analysis of past experience. To the extent the ultimate liability differs from the amounts recorded, such differences are reflected in the Statements of Operations when additional information becomes known.

On traditional life insurance contracts, the Company waives deduction of deferred fractional premiums upon the death of the insured and returns any portion of the final premium beyond the date of death. Surrender values are not contracted in excess of the reserve as legally computed. For life contracts, the cost of additional mortality for each policy is assumed to equal the additional premium charged for that policy period and is reserved accordingly. Additional premiums are collected for policies issued on substandard lives. Reserves are held in a manner consistent with traditional policies. For annuity contracts issued as substandard, reserves are calculated according to Actuarial Guidelines IX-A and IX-C as applicable.

Tabular interest, tabular less actual reserves released and tabular cost are determined by formula as described in the APPM. Tabular interest for contracts not involving life contingencies represents the net amount credited taking into account increments of premiums and annuity considerations and decrements of benefits, withdrawals, loads and policy charges.

Reinsurance

The Company reinsures certain of its risks to other insurers primarily under the following types of reinsurance agreements: yearly renewable term, coinsurance, coinsurance with funds withheld and modified coinsurance agreements. These agreements

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result in a passing of the agreed-upon percentage of risk to the reinsurer in exchange for negotiated reinsurance premium payments. Modified coinsurance is similar to coinsurance, except that the cash and investments that support the liability for contract benefits are not transferred to the assuming company and settlements are made on a net basis between the companies.

The amounts reported in the Statements of Financial Position as amounts recoverable from reinsurers include amounts billed to reinsurers for losses paid and experience refunds due. Contract claims are reported net of reinsurance recoverables on unpaid losses, which represent estimates of amounts expected to be recovered from reinsurers on incurred losses that have not yet been paid. Reinsurance recoverables on unpaid losses are estimated based upon assumptions consistent with those used in establishing the liabilities related to the underlying reinsured contract and in accordance with the coverage, terms and conditions of the reinsurance agreement. Reinsurance premiums are generally reflected in income in a manner consistent with the terms of the reinsurance agreements. Reinsurance does not extinguish the Company’s primary liability under the policies written. Reinsurance recoverable balances that are current and from authorized reinsurers are reported as admitted assets. Reinsurance recoverable balances from unauthorized reinsurers require collateral at least equal to the amount recoverable, or the recoverable balance is nonadmitted. Reinsurance recoverable balances from unauthorized reinsurers where the Company retains assets on a funds withheld basis are reported as admitted assets. All reinsurance recoverable balances that are 90 days past due are nonadmitted. If it is probable that reinsurance recoverables on paid or unpaid claim or benefit payments are uncollectible, these amounts are written off through a charge to the Statements of Operations.

Income taxes

The income tax provision is calculated under the liability method. DTAs and deferred tax liabilities (“DTLs”) are recorded based on the difference between the statutory financial statement and tax bases of assets and liabilities at the enacted tax rates. Deferred income taxes also arise from net unrealized capital gains and losses on certain investments carried at fair value. The net change in DTAs and DTLs is applied directly to unassigned surplus. The nonadmitted portion of gross DTAs is determined by applying the rules prescribed by SSAP No. 101, Income Taxes (“SSAP No. 101”).

The application of SSAP No. 101 requires the Company to evaluate the recoverability of DTAs and to establish a statutory valuation allowance adjustment (“valuation allowance”) if necessary to reduce the DTA to an amount which is more likely than not to be realized. Considerable judgment is required in determining whether a valuation allowance is necessary, and if so, the amount of such valuation allowance. In evaluating the need for a valuation allowance the Company considers many factors, including: (1) the nature of the DTAs and DTLs; (2) whether they are ordinary or capital; (3) the timing of their reversal; (4) taxable income in prior carryback years as well as projected taxable earnings exclusive of reversing temporary differences and carryforwards; (5) the length of time that carryovers can be utilized; (6) unique tax rules that would impact the utilization of the DTAs; and (7) any tax planning strategies that the Company would employ to avoid an operating loss or tax credit carryforward from expiring unused. Although the realization is not assured, management believes it is more likely than not that the DTAs, net of valuation allowance, will be realized.

The stock of the Company was acquired on November 1, 2021 by EUHC. For tax purposes, the transaction was treated as a reinsurance transaction. This treatment resulted in the reset of the tax bases of assets, which impacted the related deferred tax values. The net impact to the deferred tax values is reported in the effective tax rate analysis, except for those items accelerated by the seller through the current provision, such as the acceleration of accounting method changes, and recognition of deferred intercompany gains and losses.

Separate Accounts

The assets of the Separate Accounts are carried at fair value. Separate Accounts liabilities represent the contractholders’ claims to the related assets and are carried at the fair value of the assets. In the event the asset values of certain contractholder accounts are projected to be below the value guaranteed by the Company, a liability is established through a charge to earnings. Reserves for guarantees provided by the Company are included in the Company’s General Account.

The Company holds on a direct basis and assumes via a modified coinsurance agreement, reserves for variable annuity contracts and variable life policies at less than the fund balances carried in the Separate Accounts. The difference between the reserves and the fund balances of the Separate Accounts is transferred from the Separate Accounts to the General Account, and the majority of the variable annuity portion is subsequently reinsured via a modified coinsurance agreement. Premiums, contract benefits, reserve transfers, policy loans and policyholder charges are also transferred from the Separate Accounts to the General Account.

Separate Accounts premium deposits, benefit expenses and contract charges for mortality risk, and contract and policy administration are recorded by the Company and reflected in the Statements of Operations. Investment income, realized capital gains and losses and changes in unrealized capital gains and losses related to assets which support variable annuity contracts and variable life policies accrue directly to the contractholders and, therefore, are not included in the Statements of Operations. Investment income, realized capital gains and losses and changes in unrealized capital gains and losses related to assets which support indexed variable annuity contracts accrue to the Company. Gains or losses from the indexed variable annuity business, net of reinsurance, are included in net transfers to or (from) Separate Accounts in the Statements of Operations. Reserve liabilities for indexed variable annuity contracts are valued using a prescribed statutory valuation interest rate.

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3. Sale of Allstate Life Insurance Company of New York

On March 29, 2021, the Company, AIC, AIH and AFIHC entered into a Stock Purchase Agreement (“ALNY Purchase Agreement”) with Wilton Reassurance Company (“WRAC”) to sell all of the shares of common stock of Allstate Life Insurance Company of New York (“ALNY”), a wholly owned subsidiary of the Company and Intramerica Life Insurance Company (“ILIC”), a wholly owned subsidiary of AFIHC for $220 million in cash plus the growth in statutory value through the sale date. This transaction resulted in the Company’s divestiture of all of its New York life and annuities business. The necessary state regulatory approvals were received and the sale of ALNY was completed on October 1, 2021.

ALNY was classified as held for sale beginning March 31, 2021. The carrying value of ALNY immediately prior to the classification as held for sale was $556 million. The amount of loss recognized from the sale of ALNY in 2021 and the cumulative amount of loss recognized since the classification of ALNY as held for sale was $281 million primarily recorded in net realized capital gains (losses).

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4. Investments

Fair values

The following table summarizes the statement value, gross unrealized gains, gross unrealized losses and fair value of the Company’s bonds and SVO-identified investments, excluding bonds that have been written down to fair value as of December 31:


($ in millions)	Statement value		Gross unrealized				Fair value
			Gains		Losses
December 31, 2022
Industrial and miscellaneous	$	10,642	$	36	$	(1,171)	$	9,507
Parent, subsidiaries and affiliates	4,467		—		(376)		4,091
U.S. special revenue	273		3		(36)		240
U.S. governments	56		—		(5)		51
U.S. political subdivisions	185		3		(9)		179


Bank loans
Affiliated bank loans	653		—		(70)		583
Unaffiliated bank loans	149		1		(2)		148
Total bank loans	802		1		(72)		731

States, territories and possessions	38		—		(5)		33
Hybrid securities	69		—		(14)		55
All other governments	10		—		(1)		9
Total bonds	$	16,542	$	43	$	(1,689)	$	14,896

December 31, 2021
Industrial and miscellaneous	$	14,855	$	555	$	(128)	$	15,282
Parent, subsidiaries and affiliates	1,739		2		—		1,741
U.S. special revenue	501		42		(3)		540
U.S. governments	332		2		(6)		328
U.S. political subdivisions	262		29		(1)		290


Bank loans
Affiliated bank loans	—		—		—		—
Unaffiliated bank loans	112		1		(3)		110
Total bank loans	112		1		(3)		110

States, territories and possessions	54		3		(1)		56
Hybrid securities	98		1		(9)		90
All other governments	12		2		—		14
Total bonds	$	17,965	$	637	$	(151)	$	18,451

Unrealized losses

Unrealized losses are calculated as the difference between amortized cost and fair value for the Company’s investment securities, including securities written down to fair value. They result from declines in fair value below amortized cost for bonds, including LBASS, or cost for unaffiliated common stocks, and are evaluated for OTTI. Every security with unrealized losses was included in the portfolio monitoring process.

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The following tables summarize the fair value and gross unrealized losses of bonds and LBASS by the length of time individual securities have been in a continuous unrealized loss position as of December 31.


($ in millions)	2022
	Less than 12 Months				12 Months or More
	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Total Unrealized Losses
Bonds, excluding LBASS	$	3,786	$	(481)	$	2,323	$	(693)	$	(1,174)
LBASS	6,279		(464)		718		(51)		(515)
Unaffiliated common stocks	—		—		—		—		—
Total	$	10,065	$	(945)	$	3,041	$	(744)	$	(1,689)


($ in millions)	2021
	Less than 12 Months						12 Months or More
	Fair Value		Unrealized Losses				Fair Value				Unrealized Losses		Total Unrealized Losses
Bonds, excluding LBASS	$	6,232	$	(119)			$	385			$	(26)	$	(145)
LBASS	1,422		(8)				—				—		(8)
Unaffiliated common stocks	—		—				—				—		—
Total	$	7,654	$	(127)	$	(127)	$	385	$	385	$	(26)	$	(153)

The following table summarizes the gross unrealized losses by unrealized loss position and credit quality as of December 31, 2022.


($ in millions)	Investment Grade		Below Investment Grade		Total
Bonds, including LBASS with unrealized loss position less than 20% of amortized cost (2)	$	(756)	$	(96)	$	(852)
Bonds, including LBASS with unrealized loss position greater than or equal to 20% of amortized cost (4)	(801)		(36)		(837)
Total unrealized losses (1)(3)	$	(1,557)	$	(132)	$	(1,689)

(1) Below investment grade bonds, including LBASS included $119 million that had been in an unrealized loss position for less than twelve months.

(2) Related to bonds, including LBASS with an unrealized loss position less than 20% of amortized cost, the degree of which suggested that these securities did not pose a high risk of being other-than-temporarily impaired.

(3) Below investment grade bonds, including LBASS included $13 million that had been in an unrealized loss position for a period of twelve or more consecutive months.

(4) Evaluated based on factors such as discounted cash flows and the financial condition and near-term and long-term prospects of the issue or issuer and were determined to have adequate resources to fulfill contract obligations.

Investment grade is defined as a security having an NAIC designation of 1 or 2, a rating of Aaa, Aa, A or Baa from Moody’s, a rating of AAA, AA, A or BBB from S&P Global Ratings, a comparable rating from another nationally recognized rating agency, or a comparable internal rating if an externally provided rating is not available. Market prices for certain securities may have credit spreads which imply higher or lower credit quality than the current third-party rating. Unrealized losses on investment grade securities were principally related to an increase in market yields which may include increased risk-free interest rates or wider credit spreads since the time of initial purchase. Unrealized losses on below investment grade securities were the result of wider credit spreads resulting from higher risk premiums since the time of the initial purchase. The unrealized losses are expected to reverse as the securities approach maturity.

LBASS in an unrealized loss position were evaluated based on actual and projected collateral losses relative to the securities’ positions in the respective securitization trusts, security specific expectations of cash flows, and credit ratings. This evaluation also takes into consideration credit enhancement, measured in terms of: (1) subordination from other classes of securities in the trust that are contractually obligated to absorb losses before the class of security the Company owns, and (2) the expected impact of other structural features embedded in the securitization trust beneficial to the class of securities the Company owns, such as overcollateralization and excess spread. Municipal bonds in an unrealized loss position, were evaluated based on the underlying credit quality of the primary obligor, obligation type and the quality of the underlying assets.

Unrealized losses on unaffiliated common stocks were primarily related to temporary equity market fluctuations of securities that are expected to recover.

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As of December 31, 2022, the Company had not made a decision to sell and it was not more likely than not the Company would be required to sell bonds, including LBASS, with unrealized losses before recovery of the amortized cost basis. As of December 31, 2022, the Company had the intent and ability to hold LBASS and unaffiliated common stocks with unrealized losses for a period of time sufficient for them to recover.

Scheduled maturities

The scheduled maturities for bonds, cash equivalents and short-term investments were as follows as of December 31, 2022:


($ in millions)	Statement Value		Fair Value
Due in one year or less	$	920	$	903
Due after one year through five years	6,610		6,293
Due after five years through ten years	5,457		4,790
Due after ten years	3,730		3,085
Total	$	16,717	$	15,071

Actual maturities may differ from those scheduled as a result of calls and make-whole payments by the issuers.

Net realized capital gains and losses

Net realized capital gains and losses from investment securities including calls consisted of the following:


($ in millions)	Gross Realized Gains		Gross Realized Losses		Net Realized Gains (Losses)
Year Ended December 31, 2022
Bonds	$	30	$	367	$	(337)
Unaffiliated common stocks	1		—		1
Derivatives	124		111		13
Mortgage loans	—		—		—
Preferred stocks	—		—		—
Other invested assets	—		—		—
Cash, cash equivalents and short-term investments	10		10		—
Real estate	—		—		—
	$	165	$	488	(323)
Capital gain tax benefit					68
Transferred to IMR					225
Total					$	(30)


($ in millions)	Gross Realized Gains		Gross Realized Losses		Net Realized Gains (Losses)
Year Ended December 31, 2021
Bonds	$	494	$	50	$	444
Unaffiliated common stocks	580		10		570
Derivatives	28		13		15
Mortgage loans	19		(4)		23
Preferred stocks	7		—		7
Other invested assets	750		130		620
Cash, cash equivalents and short-term investments	—		—		—
Real estate	61		2		59
	$	1,939	$	201	1,738
Capital gain tax benefit					51
Transferred to IMR					(392)
Total					$	1,397

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($ in millions)	Gross Realized Gains		Gross Realized Losses		Net Realized Gains (Losses)
Year Ended December 31, 2020
Bonds	$	133	$	48	$	85
Unaffiliated common stocks	164		99		65
Derivatives	25		8		17
Mortgage loans	—		19		(19)
Preferred stocks	—		1		(1)
Other invested assets	3		32		(29)
Cash, cash equivalents and short-term investments	—		—		—
Real estate	—		—		—
	$	325	$	207	118
Capital gain tax expense					(25)
Transferred to IMR					(64)
Total					$	29

Proceeds from sales of bonds, exclusive of calls, maturities and pay downs were $7.13 billion, $8.36 billion and $2.48 billion in 2022, 2021 and 2020, respectively. Gross gains of $29 million, $491 million and $112 million and gross losses of $359 million, $14 million and $33 million, were realized on sales of bonds, exclusive of calls, maturities and pay downs during 2022, 2021 and 2020, respectively. In addition, the Company recorded $5 million of realized losses due to impaired bonds in 2022. The Company recorded $35 million of realized losses due to impaired bonds and unaffiliated common stocks offset by $7 million mortgage loans credit loss reversal in 2021. The Company recorded $97 million of realized losses due to impaired bonds, preferred stocks and unaffiliated common stocks, short term investments and limited partnerships in 2020.

Municipal bonds

The Company maintains a diversified portfolio of municipal bonds. The following table shows the principal geographic distribution of municipal bond issuers represented in the Company’s portfolio as of December 31:


(% of total municipal bond statement value)	2022		2021
Texas	30.7	%	21.9	%
Oregon	16.2		11.3
California	8.5		8.4
New York	6.8		6.1
Hawaii	6.4		6.1
New Jersey	4.1		11.3
Arizona	3.9		5.0

Mortgage loans on real estate

The minimum and maximum lending rates for commercial mortgage loans in 2022 and 2021 were 3.13% and 3.35%, and 8.20% and 4.37%, respectively. The minimum and maximum lending rates for residential mortgage loans in 2022 and 2021 were 3.25% and 3.25%, and 10.50% and 7.05%, respectively.

For commercial loans acquired during 2022 and 2021, the maximum percentage of any one loan to the value of the property at the time of the loan was 79.8% and 65.3%, respectively. For Residential loans acquired during 2022 and 2021, the maximum percentage of any one loan to the value of the property at the time of the loan was 94.3% and 80.0%, respectively.

79 PROSPECTUS

The age analysis of the Company’s mortgage loans as of December 31, 2022 and 2021 is presented in the table below. The table also includes the identification of mortgage loans in which the Company is a participant or co-lender in a mortgage loan agreement.


($ in millions)	Residential						Commercial
	Insured			All Other			Insured			All Other			Total
Current year
Recorded investment (all)
Current	$	—		$	1,663		$	—		$	2,405		$	4,068
30-59 days past due	$	—		$	27		$	—		$	—		$	27
60-89 days past due	$	—		$	4		$	—		$	—		$	4
90-179 days past due	$	—		$	3		$	—		$	—		$	3
180+ days past due	$	—		$	5		$	—		$	—		$	5
Accruing interest 90-179 days past due
Recorded investment	$	—		$	1		$	—		$	—		$	1
Interest accrued	$	—		$	—		$	—		$	—		$	—
Accruing interest 180+ days past due
Recorded investment	$	—		$	1		$	—		$	—		$	1
Interest accrued	$	—		$	—		$	—		$	—		$	—
Interest reduced
Recorded investment	$	—		$	—		$	—		$	—		$	—
Number of loans	—			—			—			—			—
Percent reduced	—		%	—		%	—		%	—		%	—		%
Participant or co-lender in a mortgage loan agreement
Recorded investment	$	—		$	—		$	—		$	204		$	204

Prior year
Recorded investment (all)
Current	$	—		$	776		$	—		$	2,192		$	2,968
30-59 days past due	$	—		$	—		$	—		$	—		$	—
60-89 days past due	$	—		$	—		$	—		$	—		$	—
90-179 days past due	$	—		$	—		$	—		$	—		$	—
180+ days past due	$	—		$	—		$	—		$	—		$	—
Accruing interest 90-179 days past due
Recorded investment	$	—		$	—		$	—		$	—		$	—
Interest accrued	$	—		$	—

Filing Compare · Everlake Life Insurance Co