UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15 (d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) February 1, 2012

The Allstate Corporation

(Exact name of registrant as specified in charter)

Registrant’s telephone number, including area code  (847) 402-5000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 2. – Financial Information

Item 2.02.             Results of Operations and Financial Condition.

On February 1, 2012, the registrant issued a press release announcing its financial results for the fourth quarter of 2011, and the availability of the registrant’s fourth quarter investor supplement on the registrant’s web site.  The press release and the investor supplement are furnished as Exhibits 99.1 and 99.2 to this report.  The information contained in the press release and the investor supplement are furnished and not filed pursuant to instruction B.2 of Form 8-K.

Section 9. – Financial Statements and Exhibits

Item 9.01.             Financial Statements and Exhibits.

(d)  Exhibits

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

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Exhibit 99.1

FOR IMMEDIATE RELEASE

Allstate Reports Strong Fourth Quarter 2011 Earnings and Continued Progress

On Strategic Commitments to Improve Shareholder Value

NORTHBROOK, Ill., February 1, 2012 – The Allstate Corporation (NYSE: ALL) today reported financial results for the fourth quarter and full year 2011:

* Measures used in this release that are not based on accounting principles generally accepted in the United States of America (“non-GAAP”) are defined and reconciled to the most directly comparable GAAP measure and operating measures are defined in the “Definitions of Non-GAAP and Operating Measures” section of this document.

“We continued to execute our strategy to increase shareholder value by improving overall returns and offering unique products for different customer segments.  Operating income increased to $750 million in the fourth quarter, a $479 million increase from prior year due to substantially lower catastrophe losses.  We maintained auto insurance profitability, raised underlying returns in homeowners and Allstate Financial, achieved excellent investment returns and expanded our new product offerings,” said Thomas J. Wilson, chairman, president and chief executive officer of The Allstate Corporation.  “While full year 2011 net income of $788 million was 15% below 2010, this reflects high catastrophe losses in 2011 that were largely offset by realized capital gains.  The underlying combined ratio for 2011 of 89.3 was within the outlook established at the beginning of the year of 88 to 91.

“We also completed the acquisition of Esurance and Answer Financial in October, both of which have strong positions in the online delivery of insurance to self-serve customers.  Although this acquisition increased insurance premiums earned in the quarter, we continue to experience reductions in Allstate branded policy counts due to programs to improve profitability in auto insurance in New York and Florida and homeowners insurance in catastrophe-prone markets,” Wilson said.

“Allstate initiated a new $1 billion share repurchase program in November and almost $1.4 billion was returned to shareholders through share repurchases and dividends in 2011.  Book value per share increased by 4.5% in 2011 from year-end 2010.

“In 2012, we will continue to execute our strategy that positions us as the only personal lines insurance company serving all customer segments with unique offerings and will raise returns on equity to 13% by 2014,” Wilson said.  “We expect the underlying combined ratio for 2012 to be between 88 to 91 as improvements in auto insurance in New York and Florida and homeowners returns are offset by investments in growth, particularly in the Esurance brand.”

Consolidated Financial Results

Net income for 2011 was $788 million, or $1.51 per diluted share, compared to $928 million in 2010.  The decrease was primarily due to lower Property-Liability operating income partially offset by capital gains realized in 2011 versus capital losses realized in 2010 and an increase in Allstate Financial operating income.  Total operating income was $689 million, or $1.32 per share, compared to $1.5 billion, or $2.84 per diluted share in 2010.  The decline in operating income was driven by a substantial increase in catastrophe losses experienced in 2011 compared to 2010.

For the fourth quarter of 2011, net income was $724 million, or $1.43 per diluted share, an improvement of $428 million, or $0.88 per diluted share, from the prior year’s fourth quarter.

Property-Liability Underlying Combined Ratio within Full Year Outlook; Catastrophe Losses Affected Total Combined Ratio

In 2011, Allstate made significant progress on its strategy to maintain auto profitability and improve homeowners returns.  In total, Property-Liability produced an underlying combined ratio of 89.3 for 2011, within the outlook of 88-91 established at the beginning of 2011, and consistent with 2010’s level of 89.6.  The recorded combined ratio was 103.4 for 2011, including 14.7 points of catastrophe losses estimated at $3.8 billion.  In 2010, the recorded combined ratio was 98.1 with 8.5 points of catastrophe losses.  Management remains committed to maintaining auto profit margins while improving homeowners profitability.

The underlying combined ratio for the 2011 fourth quarter was 90.5, or 1.5 points better than in the prior year’s fourth quarter.  Improvements in auto and homeowners loss trends more than offset a 1.6 point increase in the underwriting expense ratio, which reflects the impact of Esurance, higher marketing expenses, and the favorable reduction in guaranty fund accruals in the prior year quarter.

The recorded combined ratio for the 2011 fourth quarter was 90.7 compared to 100.8 in the prior year period.  During the quarter we had $66 million of catastrophe losses, including 19 catastrophe events estimated to cost $216 million, that were substantially offset by favorable reserve re-estimates of $150 million, $118 million of which related to prior 2011 events.  In the fourth quarter of 2010 we recorded $537 million in catastrophe losses.

Property-Liability net premium written for 2011 was $26 billion, slightly higher than in 2010 and includes the results for Esurance following the close of that acquisition in early October.  For the fourth quarter 2011, net written premium was $6.4 billion, an increase of 2.9% over the same period a year ago driven primarily by the inclusion of Esurance results for the fourth quarter of 2011.

Total Allstate brand policies in force declined from 2010, reflecting actions taken to improve homeowners profitability as well as auto profitability in Florida and New York.  Unit growth was achieved in the Emerging Businesses, Canada, and Allstate Roadside Services.  Customer relationships were extended through increased life insurance sales and Good HandsSM Roadside Assistance, where we signed up 390,000 members in 2011.

Allstate brand standard auto net premium written declined 0.8% for the fourth quarter of 2011 versus the prior year quarter.  The decline resulted from a reduction in units, partially offset by an increase in average premium.  Policies in force declined 1.5% from year-end 2010 to year-end 2011, primarily driven by profitability actions in New York and Florida.  In the rest of the country, policies in force remained flat with the prior year.  Compared to the fourth quarter of 2010, new issued applications declined 14.3% while retention improved slightly.  The recorded combined ratio for Allstate brand standard auto in the 2011 fourth quarter

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was 95.5, an improvement of 4.2 points over the fourth quarter of 2010.  For the year, the combined ratio was 95.7, a 0.2 point increase from 2010 as Allstate continued to achieve its objective of maintaining auto profitability.

Allstate brand homeowners net premium written grew 2.8% in the fourth quarter of 2011 compared to the same period in the prior year.  This result reflected an increase in average premium of 7.1% partially offset by lower policies in force.  During the fourth quarter, rate increases averaging 7.8% in 17 states were approved as Allstate continued its initiatives to improve homeowners profitability.  The combined ratio for Allstate brand homeowners was 121.6 for 2011 compared to 105.6 for 2010.  Excluding the impact of catastrophe losses and prior year reserve re-estimates, the underlying 2011 combined ratio was 70.9, a 2.0 point improvement from 2010.

Allstate Financial Posts a Strong Finish to 2011; Continues to Focus on Strategy Execution

Allstate Financial’s 2011 performance reflected ongoing progress on its strategy to improve overall business returns while shifting the focus from spread-based products to underwritten products.  Total premiums and contract charges for 2011 were $2.2 billion, a 3.2% increase over 2010.  Substantially all of the increase came from our more profitable underwritten products, primarily life insurance and voluntary benefits, consistent with the strategy.  Net income for 2011 was $586 million compared to $58 million for 2010.  The increase was driven by capital gains realized in 2011 versus capital losses realized in 2010 and increased operating income.  Operating income rose 11.1% to $529 million in 2011 from $476 million in 2010.

Premiums and contract charges of $570 million in the fourth quarter 2011 grew 7.3% over the same period in the prior year.  The increase was the result of an $18 million growth in underwritten products and $19 million increase in life-contingent annuities.  Life insurance applications issued through the Allstate agencies channel increased 33% in 2011 compared to 2010 and 43% in the fourth quarter compared to prior year, a strong finish to 2011.  Operating income for the fourth quarter of 2011 was $138 million, an increase of $34 million, due primarily to higher benefit spread and, to a lesser extent, improved investment spread partially offset by higher operating expenses.  The majority of the 40.9% improvement in benefit spread relates to Allstate Benefits and was driven by a $38 million pre-tax reserve release associated with a contract modification, better morbidity experience and growth.  The investment spread increased 7.5% compared to the fourth quarter of 2010 as investment portfolio repositioning and lower crediting rates more than offset the managed decline in spread-based business in force.  The increase in operating expenses of $16 million was primarily due to an accrual for the Executive Life Insurance Company of New York insolvency and other one-time charges.

Proactive Management Delivers Solid Investment Results

Allstate continued to apply a proactive approach to risk and return optimization throughout 2011, focusing on income and delivering solid total returns.  Total portfolio yields were stable in 2011, reflecting yield enhancement actions, favorable limited partnership distributions and equity dividends despite a lower interest rate environment.  Portfolio management actions in 2011 included a reduction of European holdings, a continued increase in the allocation to investment grade corporate bonds, reallocation of below investment grade exposure from structured securities to high-yield corporate bonds, and termination of derivative positions which were used for overall risk management.

Allstate’s consolidated investment portfolio totaled $95.6 billion at December 31, 2011 compared to $97.5 billion at September 30, 2011 and $100.5 billion at December 31, 2010.  The expected decrease primarily reflects the Allstate Financial portfolio, which declined with the reduction in the fixed annuity business and the voluntary winding down of Allstate Bank.  The pre-tax net unrealized capital gain totaled $2.9 billion at December 31, 2011, compared to $2.4 billion at September 30, 2011 and $1.4 billion at December 31, 2010, as the benefit of lower interest rates on fixed income valuations was only partially offset by widening credit spreads and realized gains due to sales of fixed income securities.

Net investment income was $975 million for the fourth quarter of 2011, a decrease of 1.9% compared to the third quarter of 2011 and 2.3% below fourth quarter 2010, primarily due to Allstate Financial’s lower portfolio balances.  Net investment income was $4.0 billion for 2011, a decrease of 3.2% to 2010.  Total portfolio yield was 4.5% for the fourth quarter of 2011, consistent with the third quarter 2011 and higher than the 4.3% in the fourth quarter 2010.

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Pre-tax net realized capital gains for the fourth quarter of 2011 were $86 million, compared to $116 million in the fourth quarter 2010.  Realized gains in the fourth quarter of 2011 were primarily due to sales and favorable limited partnership valuations, partly offset by real estate-related and equity impairment write-downs and credit and equity derivative valuation losses.  For the year, pre-tax net realized capital gains were $503 million compared to $827 million of net realized capital losses in 2010.

Capital Management Remains a Key Priority; During Q4 2011, Esurance Acquisition Closed and $1 Billion Share Repurchase Authorized by the Board

“Continuing our record of proactive capital management, we began a new $1 billion share repurchase program in November,” said Don Civgin, executive vice president and chief financial officer.  “We repurchased 4 million shares at a cost of $106 million in the fourth quarter, bringing the total for the year to 33 million shares repurchased for $946 million.  We closed the Esurance acquisition early in the fourth quarter.  By issuing $500 million of 5.20%, 30-year senior unsecured notes in early January, we prefunded repayment of $350 million of senior notes maturing in February.”

Allstate will be adopting new deferred policy acquisition cost (DAC) accounting guidance on a retrospective basis beginning with 2012 results.  It is currently estimated that shareholders’ equity will decline by $375 million, after tax.  It is estimated that the new guidance will have an insignificant effect on Property-Liability net income and will reduce Allstate Financial net income by approximately $40 million in 2012.

Statutory surplus at December 31, 2011 was an estimated $15.0 billion for Allstate Insurance Company (AIC), including $3.4 billion at Allstate Life Insurance Company (ALIC).  This compares to AIC statutory surplus at September 30, 2011 of $14.3 billion and December 31, 2010 of $15.4 billion.  During the fourth quarter AIC paid a $200 million dividend to the holding company.  Deployable assets at the holding company level totaled $2.2 billion at year end 2011.

Book value per share at year end 2011 was $36.92, an increase of $1.60 from year end 2010, or 4.5%.  Sequentially, book value per share grew $1.36, or 3.8%.

*     *     *     *     *

Visit www.allstateinvestors.com to view additional information about Allstate’s results, including a webcast of its quarterly conference call and the presentation discussed on the call.  The conference call will be held at 9 a.m. ET on Thursday, February 2.

The Allstate Corporation (NYSE: ALL) is the nation’s largest publicly held personal lines insurer. Widely known through the “You’re In Good Hands With Allstate®” slogan, Allstate is reinventing protection and retirement to help nearly 16 million households insure what they have today and better prepare for tomorrow. Consumers access Allstate insurance products (auto, home, life and retirement) and services through Allstate agencies, independent agencies, and Allstate exclusive financial representatives in the U.S. and Canada, as well as via www.allstate.com and 1-800 Allstate®. As part of Allstate’s commitment to strengthen local communities, The Allstate Foundation, Allstate employees, agency owners and the corporation provided $28 million in 2011 to thousands of nonprofit organizations and important causes across the United States.

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THE ALLSTATE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

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THE ALLSTATE CORPORATION

SEGMENT RESULTS

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THE ALLSTATE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

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THE ALLSTATE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

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Definitions of Non-GAAP and Operating Measures

We believe that investors’ understanding of Allstate’s performance is enhanced by our disclosure of the following non-GAAP and operating financial measures.  Our methods for calculating these measures may differ from those used by other companies and therefore comparability may be limited.

Operating income (loss) is net income (loss), excluding:

·      realized capital gains and losses, after-tax, except for periodic settlements and accruals on non-hedge derivative instruments, which are reported with realized capital gains and losses but included in operating income (loss),

·      valuation changes on embedded derivatives that are not hedged, after-tax,

·      amortization of DAC and deferred sales inducements (DSI), to the extent they resulted from the recognition of certain realized capital gains and losses or valuation changes on embedded derivatives that are not hedged, after tax

·      business combination expenses and the amortization of purchased intangible assets, after-tax,

·      gain (loss) on disposition of operations, after-tax, and

·      adjustments for other significant non-recurring, infrequent or unusual items, when (a) the nature of the charge or gain is such that it is reasonably unlikely to recur within two years, or (b) there has been no similar charge or gain within the prior two years.

Net income (loss) is the GAAP measure that is most directly comparable to operating income (loss).

We use operating income (loss) as an important measure to evaluate our results of operations.  We believe that the measure provides investors with a valuable measure of the company’s ongoing performance because it reveals trends in our insurance and financial services business that may be obscured by the net effect of realized capital gains and losses, valuation changes on embedded derivatives that are not hedged, business combination expenses and the amortization of purchased intangible assets, gain (loss) on disposition of operations and adjustments for other significant non-recurring, infrequent or unusual items.  Realized capital gains and losses, valuation changes on embedded derivatives that are not hedged and gain (loss) on disposition of operations may vary significantly between periods and are generally driven by business decisions and external economic developments such as capital market conditions, the timing of which is unrelated to the insurance underwriting process.  Consistent with our intent to protect results or earn additional income, operating income (loss) includes periodic settlements and accruals on certain derivative instruments that are reported in realized capital gains and losses because they do not qualify for hedge accounting or are not designated as hedges for accounting purposes.  These instruments are used for economic hedges and to replicate fixed income securities, and by including them in operating income (loss), we are appropriately reflecting their trends in our performance and in a manner consistent with the economically hedged investments, product attributes (e.g., net investment income and interest credited to contractholder funds) or replicated investments.  Business combination expenses are excluded because they are non-recurring in nature and the amortization of purchased intangible assets is excluded because it relates to the acquisition purchase price and is not indicative of our underlying insurance business results or trends.  Non-recurring items are excluded because, by their nature, they are not indicative of our business or economic trends.  Accordingly, operating income (loss) excludes the effect of items that tend to be highly variable from period to period and highlights the results from ongoing operations and the underlying profitability of our business.  A byproduct of excluding these items to determine operating income (loss) is the transparency and understanding of their significance to net income variability and profitability while recognizing these or similar items may recur in subsequent periods.  Operating income (loss) is used by management along with the other components of net income (loss) to assess our performance.  We use adjusted measures of operating income (loss) and operating income (loss) per diluted share in incentive compensation.  Therefore, we believe it is useful for investors to evaluate net income (loss), operating income (loss) and their components separately and in the aggregate when reviewing and evaluating our performance.  We note that investors, financial analysts, financial and business media organizations and rating agencies utilize operating income (loss) results in their evaluation of our and our industry’s financial performance and in their investment decisions, recommendations and communications as it represents a reliable, representative and consistent measurement of the industry and the company and management’s performance.  We note that the price to earnings multiple commonly used by insurance investors as a forward-looking valuation technique uses operating income (loss) as the denominator.  Operating income (loss) should not be considered as a substitute for net income (loss) and does not reflect the overall profitability of our business.

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The following tables reconcile operating income and net income.