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 6, 2013

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 6, 2013, the registrant issued a press release announcing its financial results for the fourth quarter of 2012, 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

99.1                                                Registrant’s press release dated February 6, 2013

99.2                                                Fourth quarter 2012 Investor Supplement of The Allstate Corporation

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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 2012 Earnings and Increases Cash Returns to Shareholders

NORTHBROOK, Ill., February 6, 2013 – The Allstate Corporation (NYSE: ALL) today reported financial results for the fourth quarter and full year 2012:

NM = not meaningful

*              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 in the “Definitions of Non-GAAP Measures” section of this document.

“Allstate had a good finish to a strong year despite the costs incurred in the fourth quarter related to Superstorm Sandy,” said Thomas J. Wilson, chairman, president and chief executive officer of The Allstate Corporation.  “Our strategy of providing differentiated products to four consumer segments while improving returns is working.  The Allstate branded business maintained strong auto profitability, dramatically improved returns in homeowners and began to reduce the negative impact on policies in force related to profit improvement actions. Esurance, Encompass and Allstate Financial maintained their growth trajectories by staying focused on targeted customer value propositions.  Proactive investment actions resulted in total returns of over 7 percent for the year.  Overall premiums increased and net and operating income more than doubled in 2012 versus 2011.  As a result, book value per share increased to $42.39, a 17.2 percent increase for the year,” continued Wilson.

“The board’s confidence in the execution of this strategy enabled us to raise the cash returned to shareholders.  The quarterly dividend was increased by 13.6 percent from the prior quarter’s dividend to $0.25 per share.  An additional $1 billion share repurchase program was also approved, which will be implemented in conjunction with a repurchase program funded with hybrid debt announced in December,” concluded Wilson.

Consolidated Financial Results

Net income for 2012 was $2.31 billion, or $4.68 per diluted share, compared to $787 million, or $1.50 per diluted share in 2011.  The increase was primarily due to higher property-liability and Allstate Financial operating income, partially offset by lower net realized capital gains.  Total 2012 operating income was $2.15 billion, or $4.36 per diluted share, an increase from 2011 of $1.49 billion, or $3.09 per diluted share.  The increase in operating income was driven primarily by a substantial reduction in catastrophe losses and an improvement in the underlying property-liability combined ratio.

For the fourth quarter of 2012, net income was $394 million, or $0.81 per diluted share, compared to $712 million, or $1.40 per diluted share in 2011.  Operating income was $289 million, or $0.59 per diluted share, compared to $735 million, or $1.45 per diluted share in the fourth quarter of 2011.  Catastrophe losses primarily attributable to Sandy drove the decline in net and operating income for the quarter, partially offset by a 4.0 point improvement in the underlying combined ratio.

Property-Liability Underlying Combined Ratio Finished Better Than the Full-Year Outlook; Progress on Customer-Focused Strategy

In 2012, Allstate continued to execute on its strategy to offer unique products to different customer segments while achieving its priorities of maintaining auto margins, improving homeowners returns and growing insurance premiums.  For the year, total property-liability net written premium was $27.03 billion, an increase of 4.0% over 2011.  The increase was primarily the result of our acquisition of Esurance to serve the self-directed customer segment.  In the customer segments that prefer local advice and assistance, the Allstate brand increased less than a percent in 2012, while Encompass grew premiums by 5% for the year.  Overall unit growth was negative for 2012, reflecting declines in Allstate brand auto and homeowners due to pricing and underwriting actions to improve auto returns in New York and Florida, as well as actions to improve returns in homeowners.  The unit decline was partially offset by growth in Esurance, up 30.9%, and Encompass, up 5.6% from year-end 2011.  Esurance surpassed $1 billion in net written premium for 2012.

In 2012, property-liability recorded a combined ratio of 95.5, a 7.9 point improvement from the 2011 combined ratio of 103.4.  Results benefited from reduced catastrophe losses and an improved underlying combined ratio compared to 2011.  The 2012 underlying combined ratio was 87.2, better than the 88-91 outlook range established at the beginning of the year.  The positive effects of rate and underwriting actions exceeding the loss trends in auto and property as well as the favorable effects of milder weather were the primary drivers of this result.  Allstate brand standard auto produced an underlying combined ratio of 94.0 compared to 95.3 in 2011.  On a recorded basis, the combined ratio for Allstate brand standard auto was 96.1, a 0.4 point increase from 2011, primarily due to losses from Sandy.  Allstate brand homeowners had a recorded combined ratio of 88.0 and an underlying combined ratio of 65.1, both significantly improved from 2011 levels.  This improvement is the result of profit improvement actions and favorable weather, which reduced claim frequencies below expected levels.  Other personal lines, which include Emerging Businesses and Encompass, also achieved margin improvements.  Esurance recorded a combined ratio of 119.9 with an underlying combined ratio of 108.2 as we continue to invest in growth while monitoring the profitability of acquired business.  Maintaining auto profitability and improving homeowners returns remain priorities in 2013.

In the fourth quarter, total net written premium of $6.64 billion grew 3.3% compared to prior year.  In the consumer segment served by the Allstate brand, total net premium written grew 1.9% over the fourth quarter of 2011, with standard auto and homeowners increasing 1.6% and 3.4% compared to prior year, respectively, on the strength of higher average premiums and a 4.6% increase in Emerging Businesses.  Net written premium for Encompass, which serves consumers who desire advice but are less brand-focused, increased 8.2% in the quarter on stronger sales of package policies.  In the self-directed consumer segment, Esurance posted an approximate 30% increase over Q4 2011 on an acquisition date-adjusted basis for net written premium.

The fourth quarter 2012 property-liability underlying combined ratio was 86.7, versus 90.7 in the fourth quarter of 2011, driven by improvements in auto and homeowners.  The fourth quarter 2012 recorded combined ratio was 101.7 and included 10 catastrophe events estimated to cost $1.16 billion, offset by favorable reserve reestimates of prior catastrophe losses worth $103 million, $80 million of which were for pre-2012 catastrophe events.  The loss estimate for Sandy was updated from an initial estimate of $1.075 billion to $1.117 billion.  Of the increase, approximately $22 million was due to higher losses not covered by

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our reinsurance programs, with the balance resulting from claim expenses not recoverable under the National Flood Insurance Program, additional reinsurance premiums and Fair Plan assessments.

The underlying property-liability combined ratio is expected to be between 88 and 90 for 2013.  This reflects the goal of maintaining auto margins and the improvements in homeowners profitability, while reflecting the adverse impact on claim frequencies from more severe weather.

Allstate Financial Posted Strong Sales of Underwritten Products; Operating Income Increased

Allstate Financial continued with its strategy to grow underwritten products sold through Allstate agencies and Allstate Benefits, further reduce its concentration in spread-based products and improve returns.  In 2012, issued life insurance policies written through Allstate agencies increased 9.3% for the year.  Allstate Benefits, the worksite voluntary employee benefits business, had a successful annual enrollment season, with new business written premiums increasing 6.5% for the year.  Total premiums and contract charges on underwritten products of $2.18 billion increased 3.8% compared to 2011.  The actions to reduce the spread-based business resulted in a $3.01 billion decline in contractholder funds to $39.32 billion at year-end 2012.

Net income for 2012 decreased to $541 million from $590 million in 2011 due to after-tax realized capital losses of $8 million in 2012 compared to gains of $250 million in 2011, partially offset by a reserve release in 2012 associated with a non-routine valuation adjustment for derivatives embedded in equity-indexed annuities and an increase in operating income to $529 million.  Despite the increase in operating income, higher capital levels resulted in an operating income return on attributed equity of 8.0%, down slightly from 2011 level of 8.3%.  Allstate Financial paid $357 million of dividends and repayments of surplus notes during 2012 to the parent and its affiliates.  Further reducing the size and improving returns of the spread-based businesses through operational and financial actions are priorities in 2013.

In the fourth quarter of 2012, premiums and contract charges of $566 million were slightly less than in the fourth quarter of 2011 as a 4.9% increase in underwritten products was more than offset by a decline in annuities.  Operating income in the quarter was $144 million, a $14 million increase from the 2011 quarter, due to higher investment spread and lower expenses, partially offset by a decrease in benefit spread.  The increase in investment spread was primarily driven by higher income on limited partnership investments, including the 2012 reclassification of equity method limited partnership income from realized capital gains to net investment income, as well as lower crediting rates, partially offset by the impact of the continued reduction in spread-based business in force.  The decline in the benefit spread was primarily due to the fourth quarter 2011 impact of a $38 million pre-tax reserve release associated with a contract modification at Allstate Benefits.

Proactive Investment Decisions Delivered Strong Investment Results

Allstate delivered solid total returns of 7.3% in 2012, driven by increases in fixed income and equity appreciation, and higher limited partnership income.  The impact of lower interest income caused by low interest rates and risk mitigation programs partially offset these increases.  We maintained our credit exposure but began reducing interest rate risk and shifted a greater mix of our holdings to direct ownership of assets.  The interest-rate risk reduction is focused on the property-liability portfolio and entails the sale of long-duration municipal and corporate bonds with reinvestment primarily in shorter duration fixed income securities.  This move better positions the portfolio to withstand a rise in interest rates but will negatively impact investment income in 2013.

Allstate’s consolidated investment portfolio increased to $97.28 billion at December 31, 2012 compared to $95.62 billion at December 31, 2011, as investment returns and operating cash flow more than offset the impact of the managed reduction in Allstate Financial’s liabilities.  Pre-tax net unrealized capital gains were $5.55 billion at December 31, 2012 compared to $2.88 billion at December 31, 2011, resulting from tighter credit spreads, lower interest rates, and higher equity values.

For the fourth quarter of 2012, net investment income totaled $1.03 billion and the total portfolio yield was 4.7%, higher than both the prior quarter and the fourth quarter of 2011.  Excluding limited partnership results, fourth quarter 2012 net investment income increased compared to the prior quarter but was lower than in the fourth quarter of 2011, consistent with the reduction in Allstate Financial’s liabilities and lower market yields.  Net investment income was $4.01 billion for 2012, consistent with 2011.  Investment income and fixed income portfolio yields will be pressured by reinvestment in the current low interest rate environment, actions to reduce interest rate risk and the reduction in Allstate Financial’s liabilities.

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Realized capital gains were $327 million in 2012 compared to $503 million in 2011 as lower trading gains were only partially offset by a reduction in impairment losses from the prior year.  Pre-tax net realized capital gains for the fourth quarter of 2012 were $204 million compared to pre-tax net realized capital gains of $86 million for the prior year quarter.  Realized capital gains in the fourth quarter 2012 comprise sales related to the interest-rate risk reduction in our property-liability portfolio.

Focus on Capital Management Continues

“Continuing our record of proactive capital management, in 2012 we completed a $1 billion share repurchase and initiated a $1 billion share repurchase to be funded with hybrid debt to further optimize our capital structure.  In January 2013, we issued $500 million of 5.10% fixed-to-floating rate subordinated debentures,” said Steve Shebik, chief financial officer.  “Today the Board took additional actions to improve shareholder value by increasing the quarterly dividend to $0.25 and authorizing an additional $1 billion repurchase program expected to be completed by March 2014, bringing the total buyback authorization to $2.0 billion.  We repurchased 4.6 million shares at a cost of $182 million in the fourth quarter, bringing the total for 2012 to 26.7 million shares repurchased for $910 million.  Allstate’s earnings, portfolio valuation growth and these repurchases increased book value per diluted share by 17.2% to $42.39 at year-end 2012.”

Allstate will pay a quarterly dividend of $0.25 on each outstanding share of the Corporation’s common stock, payable in cash on April 1, 2013 to shareholders of record at the close of business on February 28, 2013.

Statutory surplus at December 31, 2012 was an estimated $17.2 billion for the combined insurance operating companies.  Property-liability surplus was an estimated $13.7 billion, with Allstate Financial companies accounting for the remainder.  This compared to combined insurance companies’ surplus at September 30, 2012 of $17.0 billion and December 31, 2011 of $15.6 billion.  Deployable assets at the holding company level totaled $2.06 billion at year-end 2012.

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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 7.

The Allstate Corporation (NYSE: ALL) is the nation’s largest publicly held personal lines insurer, serving approximately 16 million households through its Allstate, Encompass, Esurance and Answer Financial brand names and Allstate Financial business segment.  Allstate branded insurance products (auto, home, life and retirement) and services are offered through Allstate agencies, independent agencies, and Allstate exclusive financial representatives, as well as via www.allstate.com, www.allstate.com/financial and 1-800 Allstate®, and are widely known through the slogan “You’re In Good Hands With Allstate®.”

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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 Measures

We believe that investors’ understanding of Allstate’s performance is enhanced by our disclosure of the following non-GAAP 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.