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): October 30, 2013

THE ALLSTATE CORPORATION

(Exact name of registrant as specified in its 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:

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

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

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

[ ] 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 October 30, 2013, the registrant issued a press release announcing its financial results for the third quarter of 2013, and the availability of the registrant’s third 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 October 30, 2013

99.2                                                Third quarter 2013 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 Third Quarter Results

Reflecting Broad Success on Strategy

NORTHBROOK, Ill., October 30, 2013 – The Allstate Corporation (NYSE: ALL) today reported financial results for the third quarter of 2013.  The financial highlights were:

*              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.

“Strong results this quarter reflect the benefits of a broad and comprehensive approach to creating shareholder value,” said Thomas J. Wilson, chairman, president and chief executive officer of The Allstate Corporation.  “Operating income of $713 million was strong, with the underlying combined ratio better than the goal established for the full year, and progress was made on all 2013 operating priorities.  The benefits of repositioning homeowners for sustainable profitability and lower catastrophe losses also positively impacted results.  Growth improved as the strategy of serving unique consumer segments with differentiated offerings continues to be pursued.  Importantly, Allstate brand standard auto policies increased compared to the prior year due to improved retention, higher new business sales and a less adverse impact from actions on homeowners policies.  We also continued to grow in the consumer segments served by Esurance and Encompass.  Progress was made to balance risk and return and properly deploy capital by the proposed sale of Lincoln Benefit Life, share repurchases, reduction of interest rate risk and execution of our capital management strategy.”

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Financial Results

Net income available to common shareholders for the third quarter of 2013 was $310 million, or $0.66 per diluted common share, compared to $723 million, or $1.48 per diluted common share in the third quarter of 2012.  The decline was driven primarily by an estimated $475 million after-tax loss on disposition of Lincoln Benefit Life Company (LBL) partially offset by the favorable impact from changes in employee benefit plans.

Operating income was $713 million, or $1.53 per diluted common share, compared to $717 million, or $1.46 per diluted common share, in the third quarter of 2012.  Profitability improved in both Property-Liability and Allstate Financial in the quarter when compared to the prior year quarter. The Property-Liability recorded combined ratio was 90.0 in the quarter, while the underlying combined ratio was 86.9, a 0.9 point improvement from the prior year quarter and better than the full-year outlook range of 88 to 90.  Pre-tax catastrophe losses of $128 million reflect the lowest third quarter since 2002.  The annual review of reserves in Discontinued Lines and Coverages resulted in net reserve strengthening of $86 million, after-tax, $61 million higher than the third quarter of 2012.  Allstate Financial’s operating income improved $30 million over the prior year third quarter to $127 million, reflecting lower credited interest on spread-based liabilities and improved mortality on life insurance.  Total net investment income increased in the third quarter of 2013 compared to the prior year quarter on higher income from limited partnerships, partly offset by lower income on the fixed income portfolio.

Insurance premiums grew in the third quarter of 2013 when compared to both the prior year quarter and the second quarter of 2013. Total Property-Liability net written premium increased 5.3% over the prior year quarter and Allstate Financial grew total premiums and contract charges by 3.7%, including a 4.4% increase in underwritten products.

Continued Progress on Five Priorities for 2013

Results for the third quarter of 2013 reflect the successful execution of Allstate’s 2013 priorities:

·                  Growing insurance premiums

For the Allstate brand, which serves consumers who prefer local advice from Allstate agencies and a wide range of products, net written premium increased 4.1% compared to the prior year quarter driven by growth in standard auto policies and emerging businesses, and higher average premium.  Total Allstate brand policies decreased 0.4% from the prior year quarter, but increased 0.2% sequentially from the second quarter of 2013.  Allstate brand standard auto policies increased compared to both the third quarter of 2012 and the second quarter of 2013.  Esurance, serving the self-directed consumer segment, continued to grow rapidly with a 27.0% increase in net written premium and 32.0% increase in policies from the third quarter of 2012.  Encompass, which serves consumers who value local advice from an agent and a choice of products and services, grew net written premium 10.8% and policies 7.2% from the prior year quarter.

·                  Maintaining auto profitability

Allstate brand standard auto recorded a combined ratio of 94.9 with a 94.6 underlying combined ratio, which was 0.9 points higher than the third quarter of 2012.  These results reflect modest increases in frequency and severity and a higher expense ratio, partially offset by higher average premium.  The Esurance brand standard auto combined ratio improved 1.7 points from the prior year quarter to 116.8, although remains elevated due to new business volume and higher loss adjustment expenses.  The Encompass brand recorded a standard auto combined ratio of 100.6, an improvement of 8.6 points from the prior year quarter, reflecting the impact of favorable reserve reestimates.  Esurance and Encompass continue to adjust pricing and underwriting to ensure that growth is achieved at acceptable margins.

·                  Raising returns in homeowner and annuities

In the third quarter of 2013, Allstate brand homeowners recorded a combined ratio of 65.3, a 7.6 point improvement from the prior year quarter.  The Allstate brand homeowners underlying combined ratio was 61.8, a 4.4 point improvement from the third quarter of 2012, as rate increases continued to benefit

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results and both frequency and severity declined slightly.  The profit improvement actions taken in Allstate brand homeowners will be the basis for building a sustainable, competitive advantage with this product line.  Annuity returns improved in the quarter due to higher limited partnership income, but the long-term outlook remains challenged by continued low interest rates.

·                  Proactively managing investments

Allstate’s consolidated investment portfolio totaled $80.48 billion at September 30, 2013 compared to $97.28 billion at December 31, 2012. The lower portfolio value reflects the reclassification of $12.24 billion of investments to Assets Held for Sale due to the pending sale of LBL and a $2.72 billion decrease in net unrealized capital gains driven by the significant increase in interest rates since year end 2012. Actions to reduce interest rate risk in the Property-Liability portfolio over the past several quarters have decreased sensitivity to rising interest rates while reducing the fixed income portfolio yield.  For the third quarter, net investment income totaled $950 million, which included $106 million from limited partnership interests and $36 million related to prepayment fee income and litigation proceeds.  Allstate Financial’s portfolio yield has been less impacted by low reinvestment rates, as its investment cash flows have largely been used to fund liability outflows.  The total portfolio yield was 4.5%, slightly higher than the third quarter of 2012 and comparable to the second quarter of 2013.  Total return for the quarter was 1.0%, reflecting net investment income, with minimal change to investment valuations.

·                  Reducing the cost structure

Allstate made continued progress in reducing its cost structure through simplification and process improvement initiatives.  Employee and retiree benefit programs were restructured to provide more consistent benefits among employees and adjust to current market practices.  The Property-Liability expense ratio increased in the quarter when compared to the third quarter of the prior year reflecting investments in growth, but has improved sequentially since the first quarter of 2013.

Continued Focus on Capital Management

“We continue to improve financial strength and strategic flexibility through the execution of our capital management strategy,” said Steve Shebik, chief financial officer.  “We returned $608 million to shareholders during the quarter by repurchasing 2.1% of our outstanding shares and paying a quarterly $0.25 per share dividend.  Book value per diluted common share increased 2.0% from a year ago, to $43.49 at the end of the third quarter of 2013.  Our profitability, share repurchases and the $658 million favorable impact to shareholders’ equity of the changes to our benefit plans more than offset the adverse impact of lower fixed income unrealized gains and the loss on the sale of LBL.”  As of September 30, 2013, Allstate had $589 million remaining under its common share repurchase authorization.

During the third quarter of 2013, Allstate issued $800 million of 5.75% fixed-to-floating rate subordinated debentures due 2053, as well as $385 million of 6.75% noncumulative perpetual preferred stock.

Statutory surplus at September 30, 2013 was an estimated $17.3 billion for the combined insurance operating companies, an increase of $0.3 billion from September 30, 2012.  Property-Liability surplus was an estimated $13.9 billion, with Allstate Financial companies accounting for the remainder.  Deployable assets at the holding company level totaled $2.8 billion at September 30, 2013.

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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, October 31.

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

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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THE ALLSTATE CORPORATION

SEGMENT RESULTS

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THE ALLSTATE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

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THE ALLSTATE CORPORATION AND SUBSIDIARIES

CONDENSED 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 is net income available to common shareholders, 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,

·       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 available to common shareholders is the GAAP measure that is most directly comparable to operating income.

We use operating income 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 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, 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 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 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 is used by management along with the other components of net income available to common shareholders to assess our performance.  We use adjusted measures of operating income and operating income per diluted common share in incentive compensation.  Therefore, we believe it is useful for investors to evaluate net income available to common shareholders, operating income 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 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 as the denominator.  Operating income should not be considered a substitute for net income available to common shareholders and does not reflect the overall profitability of our business.

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The following tables reconcile operating income and net income (loss) available to common shareholders.

Operating income return on common shareholders’ equity is a ratio that uses a non-GAAP measure.  It is calculated by dividing the rolling 12-month operating income by the average of common shareholders’ equity at the beginning and at the end of the 12-months, after excluding the effect of unrealized net capital gains and losses.  Return on common shareholders’ equity is the most directly

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comparable GAAP measure.  We use operating income as the numerator for the same reasons we use operating income, as discussed above.  We use average common shareholders’ equity excluding the effect of unrealized net capital gains and losses for the denominator as a representation of common shareholders’ equity primarily attributable to the company’s earned and realized business operations because it eliminates the effect of items that are unrealized and vary significantly between periods due to external economic developments such as capital market conditions like changes in equity prices and interest rates, the amount and timing of which are unrelated to the insurance underwriting process.  We use it to supplement our evaluation of net income available to common shareholders and return on common shareholders’ equity because it excludes the effect of items that tend to be highly variable from period to period.  We believe that this measure is useful to investors and that it provides a valuable tool for investors when considered along with net income return on common shareholders’ equity because it eliminates the after-tax effects of realized and unrealized net capital gains and losses that can fluctuate significantly from period to period and that are driven by economic developments, the magnitude and timing of which are generally not influenced by management.  In addition, it eliminates non-recurring items that are not indicative of our ongoing business or economic trends.  A byproduct of excluding the items noted above to determine operating income return on common shareholders’ equity from return on common shareholders’ equity is the transparency and understanding of their significance to return on common shareholders’ equity variability and profitability while recognizing these or similar items may recur in subsequent periods.  Therefore, we believe it is useful for investors to have operating income return on common shareholders’ equity and return on common shareholders’ equity when evaluating our performance.  We note that investors, financial analysts, financial and business media organizations and rating agencies utilize operating income return on common shareholders’ equity 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 utilization of capital.  Operating income return on common shareholders’ equity should not be considered a substitute for return on common shareholders’ equity and does not reflect the overall profitability of our business.

The following tables reconcile return on common shareholders’ equity and operating income return on common shareholders’ equity.