Obligation Allstate Corporation 4.5% ( US020002BA86 ) en USD

Allstate Corporation

100 % ▲

Etas-Unis

US020002BA86 ( en USD )

4.5% par an ( paiement semestriel )

14/06/2043

Prospectus brochure de l'obligation The Allstate Corp US020002BA86 en USD 4.5%, échéance 14/06/2043

2 000 USD

500 000 000 USD

020002BA8

A- ( Qualité moyenne supérieure )

A3 ( Qualité moyenne supérieure )

15/12/2025 ( Dans 44 jours )

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

L'Obligation émise par Allstate Corporation ( Etas-Unis ) , en USD, avec le code ISIN US020002BA86, paye un coupon de 4.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/06/2043

L'Obligation émise par Allstate Corporation ( Etas-Unis ) , en USD, avec le code ISIN US020002BA86, a été notée A3 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Allstate Corporation ( Etas-Unis ) , en USD, avec le code ISIN US020002BA86, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

http://www.sec.gov/Archives/edgar/data/899051/000104746913006769/...
424B5 1 a2215553z424b5.htm 424B5
Use these links to rapidly review the document
TABLE OF CONTENTS
TABLE OF CONTENTS 2
CALCULATION OF REGISTRATION FEE

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

Offering Price

Fee(1)(2)

3.15% Senior Notes due 2023

$500,000,000
$68,200

4.50% Senior Notes due 2043

$500,000,000
$68,200

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933 as amended.
(2)
A registration fee of $136,400 is due for this offering. The "Calculation of Registration Fee" table shall be deemed to update the "Calculation of Registration
Fee" table in Registration Statement No. 333-181059 on Form S-3ASR.
1 of 76
6/6/2013 8:23 AM

http://www.sec.gov/Archives/edgar/data/899051/000104746913006769/...
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration Statement No. 333-181059
Prospectus Supplement to Prospectus Dated April 30, 2012
The Allstate Corporation
$500,000,000 3.15% Senior Notes due 2023
$500,000,000 4.50% Senior Notes due 2043
We are offering $500,000,000 aggregate principal amount of our 3.15% Senior Notes due 2023 (the "2023 Senior Notes") and $500,000,000 aggregate principal
amount of our 4.50% Senior Notes due 2043 (the "2043 Senior Notes" and with the 2023 Senior Notes, the "Senior Notes"). Interest on each series of the Senior Notes
will accrue from June 7, 2013. We will pay interest on each series of the Senior Notes semi-annually in arrears on June 15 and December 15 of each year, beginning on
December 15, 2013.
Each series of the Senior Notes will be issued only in denominations of $2,000 and integral multiples of $1,000 in excess thereof. We may redeem some or all of
each series of the Senior Notes at any time at the applicable redemption prices set forth under the caption "Description of the Senior Notes--Optional redemption."
Investing in the Senior Notes involves risks. See a discussion of certain risks in the "Risk Factors" section beginning on page S-6 of this prospectus
supplement and Item 1A of Part I of our Annual Report on Form 10-K for the fiscal year ended December 31, 2012 filed with the Securities and Exchange
Commission that should be carefully considered before investing in the Senior Notes.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

Proceeds,
Public
Underwriting
before expenses, to

offering price(1)

discount
The Allstate Corporation

Per 2023 Senior Note

99.803%
0.650%
99.153%

Total
$
499,015,000 $
3,250,000 $
495,765,000

Per 2043 Senior Note

99.558%
0.875%
98.683%

Total
$
497,790,000 $
4,375,000 $
493,415,000

(1)
Plus accrued interest from June 7, 2013, if settlement occurs after that date.
None of the Senior Notes will be listed on any securities exchange. Currently there is no public trading market for any of the Senior Notes.
The underwriters expect to deliver each series of the Senior Notes through the facilities of The Depository Trust Company for the accounts of its participants,
including Clearstream Banking, société anonyme, Luxembourg and Euroclear Bank S.A./N.V., against payment in New York, New York on or about June 7, 2013.
Joint Book-Runners for 2023 Senior Notes
Wells Fargo Securities

Deutsche Bank Securities
Goldman, Sachs & Co.
BofA Merrill Lynch

Citigroup

Credit Suisse

Co-Managers for 2023 Senior Notes
Barclays

J.P. Morgan

US Bancorp
Morgan Stanley
Loop Capital Markets

BNY Mellon Capital Markets, LLC

PNC Capital Markets LLC
Joint Book-Runners for 2043 Senior Notes
2 of 76
6/6/2013 8:23 AM

http://www.sec.gov/Archives/edgar/data/899051/000104746913006769/...
Goldman, Sachs & Co.
Barclays
Deutsche Bank Securities
J.P. Morgan
Credit Suisse

US Bancorp
Co-Managers for 2043 Senior Notes
Wells Fargo
BofA Merrill Lynch
Securities

Citigroup
Morgan Stanley
UBS Investment Bank

Loop Capital
BNY Mellon Capital Markets,
PNC Capital Markets
Markets

LLC

LLC

Prospectus Supplement dated June 4, 2013
3 of 76
6/6/2013 8:23 AM

http://www.sec.gov/Archives/edgar/data/899051/000104746913006769/...
Table of Contents
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT

Page

ABOUT THIS PROSPECTUS SUPPLEMENT
S-1

PROSPECTUS SUPPLEMENT SUMMARY
S-2

RISK FACTORS
S-6

CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES
S-8

USE OF PROCEEDS
S-9

CAPITALIZATION
S-10

SELECTED CONSOLIDATED FINANCIAL INFORMATION
S-11

DESCRIPTION OF THE SENIOR NOTES
S-12

CERTAIN MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
S-18

UNDERWRITING (CONFLICTS OF INTEREST)
S-22

WHERE YOU CAN FIND MORE INFORMATION
S-28

THE ALLSTATE CORPORATION FILINGS
S-28

LEGAL MATTERS
S-29

EXPERTS
S-29
PROSPECTUS

ABOUT THIS PROSPECTUS
ii

THE ALLSTATE CORPORATION
1

THE TRUSTS
1

RATIO OF EARNINGS TO FIXED CHARGES AND RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED
STOCK DIVIDENDS
2

RISK FACTORS
3

USE OF PROCEEDS
3

DESCRIPTION OF DEBT SECURITIES
3

DESCRIPTION OF CAPITAL STOCK
17

DESCRIPTION OF DEPOSITARY SHARES
21

DESCRIPTION OF WARRANTS
23

DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS
25

DESCRIPTION OF TRUST PREFERRED SECURITIES
26

DESCRIPTION OF PREFERRED SECURITIES GUARANTEES
28

PLAN OF DISTRIBUTION
31

WHERE YOU CAN FIND MORE INFORMATION
33

THE ALLSTATE CORPORATION FILINGS
33

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
34
4 of 76
6/6/2013 8:23 AM

http://www.sec.gov/Archives/edgar/data/899051/000104746913006769/...

LEGAL OPINIONS
34

EXPERTS
34

ERISA MATTERS
34
S-i
5 of 76
6/6/2013 8:23 AM

http://www.sec.gov/Archives/edgar/data/899051/000104746913006769/...
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This document consists of two parts. The first part is this prospectus supplement, which describes the specific terms of this offering. The second part is the
accompanying prospectus, which contains more general information, some of which may not apply to this offering. You should read both this prospectus supplement and
the accompanying prospectus, together with the documents identified under the headings "Where You Can Find More Information" and "The Allstate Corporation
Filings" in this prospectus supplement and the accompanying prospectus.
If the information set forth in this prospectus supplement differs in any way from the information set forth in the accompanying prospectus, you should rely on the
information set forth in this prospectus supplement.
References to "we," "us" and "our" in this prospectus supplement are references to The Allstate Corporation, and not to any of our subsidiaries, unless we state
otherwise or the context otherwise requires.
You should rely only on the information contained in or incorporated by reference in this prospectus supplement and the accompanying prospectus, and any related
free writing prospectus issued or authorized by us. This prospectus supplement may be used only for the purpose for which it has been prepared. No one is authorized to
give information other than that contained in this prospectus supplement and the accompanying prospectus, in the documents referred to in this prospectus supplement
and the accompanying prospectus and which are made available to the public and in any related free writing prospectus issued or authorized by us. We have not, and the
underwriters have not, authorized any other person to provide you with different or additional information. If anyone provides you with different or additional
information, you should not rely on it.
We are not, and the underwriters are not, making an offer to sell the Senior Notes in any jurisdiction where the offer or sale is not permitted. You should not assume
that the information contained in or incorporated by reference in this prospectus supplement, the accompanying prospectus or any related free writing prospectus issued
or authorized by us is accurate as of any date other than the date of the applicable document. Our business, financial condition, results of operations and prospects may
have changed since that date. Neither this prospectus supplement, the accompanying prospectus nor any related free writing prospectus issued or authorized by us
constitutes an offer, or an invitation on our behalf or on behalf of the underwriters, to subscribe for and purchase, any of the Senior Notes and may not be used for or in
connection with an offer or solicitation by anyone, in any jurisdiction in which such an offer or solicitation is not authorized or to any person to whom it is unlawful to
make such an offer or solicitation.
S-1
6 of 76
6/6/2013 8:23 AM

http://www.sec.gov/Archives/edgar/data/899051/000104746913006769/...
Table of Contents
PROSPECTUS SUPPLEMENT SUMMARY
The following summary highlights selected information contained elsewhere or incorporated by reference in this prospectus supplement and may not contain
all of the information that is important to you. We encourage you to read this prospectus supplement and the accompanying prospectus, together with the
documents identified under the headings "Where You Can Find More Information" and "The Allstate Corporation Filings" in this prospectus supplement and the
accompanying prospectus, in their entirety. You should pay special attention to the "Risk Factors" section of this prospectus supplement and the "Risk Factors"
section in our Annual Report on Form 10-K for the year ended December 31, 2012.
The Allstate Corporation
The Allstate Corporation is a holding company that conducts its business principally through its subsidiaries Allstate Insurance Company ("AIC") and Allstate Lif
Insurance Company and their affiliates (collectively, including The Allstate Corporation, "Allstate"). Allstate is primarily engaged in the personal property and casualt
insurance business and the life insurance, retirement and investment products business. Customers can access Allstate products and services such as auto insurance and
homeowners insurance through 11,200 exclusive Allstate agencies and financial representatives in the United States and Canada, as well as through independent
agencies, call centers and the internet. Allstate is the largest publicly held personal lines insurer in the United States and the 2nd largest personal property and casualty
insurer in the United States based on 2011 statutory direct premiums earned. In addition, according to A.M. Best, it is the nation's 16th largest issuer of life insurance
business on the basis of 2011 ordinary life insurance in force and 23rd largest on the basis of 2011 statutory admitted assets.
Our main business segments include Allstate Protection and Allstate Financial. Allstate Protection principally sells private passenger auto and homeowners
insurance through agencies and directly through call centers and the internet. These products are marketed under the Allstate®, Encompass® and Esurance® brand
names. Allstate brand auto and homeowners insurance products are sold primarily through Allstate exclusive agencies. Encompass brand auto and homeowners
insurance products are sold through independent agencies. Esurance brand auto insurance products are sold directly to consumers online, through call centers and
through select agents, including Answer Financial. Allstate Financial provides life insurance, voluntary accident and health insurance, and retirement and investment
products. Allstate Financial distributes its products to individuals through multiple distribution channels, including Allstate exclusive agencies and exclusive financial
specialists, workplace enrolling independent agents and independent master brokerage agencies, and directly through call centers and the internet. Allstate Financial's
institutional products, which were most recently offered in 2008, consist of funding agreements sold to unaffiliated trusts that use them to back medium-term notes
issued to institutional and individual investors.
The Allstate Corporation was incorporated in Delaware on November 5, 1992. Our executive offices are located at 2775 Sanders Road, Northbrook, Illinois,
60062, and at Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, 19801. Our telephone number is (847) 402-5000.
As a holding company with no significant business operations of our own, we rely on dividends from AIC as the principal source of cash to pay dividends to our
stockholders and to meet our obligations, including the payment of principal and any interest on any notes and our other debt obligations. AIC is regulated as an
insurance company in Illinois. The payment of dividends by AIC is limited by Illinois insurance law to formula amounts based on statutory net income and statutory
surplus, as well as the timing and amount of dividends paid in the preceding twelve months.
The laws of other jurisdictions that generally govern our insurance subsidiaries contain similar limitations on the payment of dividends; however, in some
jurisdictions the laws may be somewhat more restrictive.

S-2
7 of 76
6/6/2013 8:23 AM

http://www.sec.gov/Archives/edgar/data/899051/000104746913006769/...
Table of Contents
Recent Developments
Capital Management Plan
On May 22, 2013, we announced a plan to use preferred stock and subordinated debt to refinance a portion of our existing debt. We expect to retire approximately
$3.0 billion of outstanding senior and subordinated bonds by utilizing a combination of preferred stock, debt and cash.
Concurrent Tender Offers
As part of our capital management plan, on May 22, 2013, we commenced offers to purchase for cash (the "Concurrent Tender Offers") (i) up to $400 million
aggregate principal amount (subject to increase) of our outstanding 7.450% Senior Notes, Series B due 2019 and 6.75% Senior Debentures due 2018, (ii) up to
$1.1 billion aggregate principal amount (subject to increase) of our outstanding 6.90% Senior Debentures due 2038, 6.125% Senior Notes due 2032, 5.95% Senior
Notes due 2036, 5.55% Senior Notes due 2035, 5.350% Senior Notes due 2033 and 5.200% Senior Notes due 2042 and (iii) any and all of our outstanding Series B
6.125% Fixed-to-Floating Rate Junior Subordinated Debentures due 2067 of which $500 million aggregate principal amount was outstanding as of that date
(collectively, the "Tender Offer Notes"). The early tender time for such Concurrent Tender Offers is scheduled for 5:00 p.m., New York City time, on June 5, 2013
(unless extended or earlier terminated by us) and the expiration time is scheduled for 11:59 p.m., New York City time, on June 19, 2013 (unless extended or earlier
terminated by us).
The tender consideration for each $1,000 principal amount of each series of Tender Offer Notes validly tendered and not validly withdrawn at or prior to the earl
tender time will be determined by reference to a fixed spread over the yield based on the bid-side price of the applicable reference treasury security, as calculated by
Credit Suisse Securities (USA) LLC and Goldman, Sachs & Co., the dealer managers for the Concurrent Tender Offers (the "Dealer Managers"), at 2:00 p.m.,
New York City time, on June 6, 2013 (unless extended as a result of an extension of the early tender time). Our obligation to accept for purchase, and to pay for, Tender
Offer Notes validly tendered and not validly withdrawn at or prior to the earlier tender time and validly tendered at or prior to the expiration time of the Concurrent
Tender Offers is subject to, and conditioned upon the satisfaction or, where applicable, waiver of certain conditions, including our ability to consummate an offering of
our securities on terms reasonably satisfactory to us. We reserve the right, subject to applicable law, to terminate, withdraw or otherwise amend any or all of the
Concurrent Tender Offers. Neither this offering of Senior Notes nor any other securities offerings we may consummate in the near term (collectively, the "Additional
Offerings") are conditioned on the completion of the Concurrent Tender Offers. We cannot assure you that the Concurrent Tender Offers will be consummated on the
terms described in this prospectus supplement or at all.
We expect to fund the Concurrent Tender Offers from the net proceeds of this offering, the Additional Offerings, if any, and cash on hand. See "Use of Proceeds".
This prospectus supplement and the accompanying prospectus are not an offer to purchase or a solicitation of an offer to sell any of the Tender Offer Notes. The
Concurrent Tender Offers are being made only by and pursuant to the offer to purchase document and related letter of transmittal, each dated May 22, 2013, as the same
may be amended or supplemented.

S-3
8 of 76
6/6/2013 8:23 AM

http://www.sec.gov/Archives/edgar/data/899051/000104746913006769/...
Table of Contents
The Senior Notes
Issuer
The
Allstate
Corporation.
Securities Offered
$500,000,000 aggregate principal amount of 2023 Senior Notes.
$500,000,000 aggregate principal amount of 2043 Senior Notes.
Maturity Dates
The 2023 Senior Notes will mature on June 15, 2023 and the 2043 Senior Notes will mature on June 15, 2043.
Issue Prices
99.803% of the principal amount of the 2023 Senior Notes and 99.558% of the principal amount of the 2043 Senior Notes, plus, in eac
case, accrued and unpaid interest, if any, from June 7, 2013.
Interest Rate
The 2023 Senior Notes will bear interest from June 7, 2013 at the rate of 3.15% per annum and the 2043 Senior Notes will bear intere
from June 7, 2013 at the rate of 4.50% per annum.
Interest Payment Dates
June 15 and December 15 of each year, beginning on December 15, 2013.
Trustee
U.S. Bank National Association.
Optional Redemption
We may redeem the Senior Notes of each series at our option, in whole or in part, at any time at a redemption price equal to the greater
of:

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

· the sum of the present values of the remaining scheduled payments of principal and interest on the Senior Notes of the applicable
series to be redeemed (not including any portion of such payments of interest accrued to the date of redemption) discounted to the
redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Adjusted
Treasury Rate (as defined herein), plus 15 basis points, in the case of the 2023 Senior Notes, and 20 basis points, in the case of the
2043 Senior Notes.

We will also pay the accrued and unpaid interest on the principal amount being redeemed to the date of redemption.
Ranking
The Senior Notes will be our unsecured obligations and will rank equally in right of payment with all our existing and future unsecured
and unsubordinated indebtedness.
Denominations
$2,000 and integral multiples of $1,000 in excess thereof.
Use of Proceeds
We expect to receive net proceeds, after deducting the underwriting discount and other offering expenses payable by us, of
approximately $987.6 million.

We intend to use the net proceeds from this offering of Senior Notes, together with the net proceeds of the Additional Offerings, if any,
and cash on hand, to fund the Concurrent Tender Offers, as described in "--Recent Developments--Concurrent Tender Offers," and for
general corporate purposes.

S-4
9 of 76
6/6/2013 8:23 AM

http://www.sec.gov/Archives/edgar/data/899051/000104746913006769/...
Table of Contents
Conflicts of Interest
Certain of the underwriters or their affiliates may receive a portion of the net proceeds of this offering to the extent that they hold any o
the Tender Offer Notes and the net proceeds are used to retire such notes. Such payments may constitute a "conflict of interest" under
Rule 5121 of the Financial Industry Regulatory Authority, Inc. ("FINRA"). Consequently, this offering will be conducted in accordance
with the requirements of FINRA Rule 5121.
Clearance and Settlement
The Senior Notes will be cleared through the Depository Trust Company ("DTC"), for the accounts of its participants, including
Clearstream Banking, société anonyme, Luxembourg ("Clearstream") and/or Euroclear Bank S.A./N.V., as operator of the Euroclear
System ("Euroclear").
Further Issues
We may from time to time, without giving notice to or seeking the consent of the holders of the Senior Notes of any series, issue debt
securities having the same terms (except for the issue date and, in some cases, the public offering price and the first interest payment
date) as, and ranking equally and ratably with, the Senior Notes of a series offered hereby. Any additional debt securities having such
similar terms, together with the Senior Notes of the applicable series offered hereby, will constitute a single series of securities under
the indenture.
Listing
The Senior Notes are not, and are not expected to be, listed on any national securities exchange nor included in any automated quotatio
system.
Governing Law
The State of New York.
Risk Factors
See "Risk Factors" beginning on page S-6 of this prospectus supplement and Item 1A of Part I of our Annual Report on Form 10-K for
the fiscal year ended December 31, 2012 to read about important factors you should consider before buying the Senior Notes.

S-5
10 of 76
6/6/2013 8:23 AM