Obligation Allstate Corporation 0.823% ( US020002BF73 ) en USD

Allstate Corporation

100 % ▼

Etas-Unis

US020002BF73 ( en USD )

0.823% par an ( paiement trimestriel )

28/03/2023 - Obligation échue

Prospectus brochure de l'obligation The Allstate Corp US020002BF73 en USD 0.823%, échue

2 000 USD

250 000 000 USD

020002BF7

A- ( Qualité moyenne supérieure )

A3 ( Qualité moyenne supérieure )

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 US020002BF73, paye un coupon de 0.823% par an.
Le paiement des coupons est trimestriel et la maturité de l'Obligation est le 28/03/2023

L'Obligation émise par Allstate Corporation ( Etas-Unis ) , en USD, avec le code ISIN US020002BF73, 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 US020002BF73, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

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TABLE OF CONTENTS
Filed Pursuant to Rule 424(b)(5)
Registration Statement No. 333-203757
CALCULATION OF REGISTRATION FEE

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

Offering Price

Fee(1)(2)

Floating Rate Senior Notes due 2021

$250,000,000

$31,125

Floating Rate Senior Notes due 2023

$250,000,000

$31,125

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933 as amended.
(2)
A registration fee of $62,250 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. 333-203757 on Form S-3ASR.
Table of Contents
Prospectus Supplement to Prospectus Dated April 30, 2015
$500,000,000
The Allstate Corporation
$250,000,000 Floating Rate Senior Notes due 2021
$250,000,000 Floating Rate Senior Notes due 2023
We are offering $250,000,000 aggregate principal amount of our Floating Rate Senior Notes due 2021 (the "2021 Senior Notes") and $250,000,000
aggregate principal amount of our Floating Rate Senior Notes due 2023 (the "2023 Senior Notes" and together with the 2021 Senior Notes, the "Senior
Notes"). Interest on each series of the Senior Notes will accrue from March 29, 2018. We will pay interest on each series of the Senior Notes quarterly in
arrears on March 29, June 29, September 29 and December 29 of each year, beginning on June 29, 2018.
Each series of the Senior Notes will be issued only in denominations of $2,000 and integral multiples of $1,000 in excess thereof.
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, 2017 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.
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Proceeds, before
expenses, to
Public offering
Underwriting
The Allstate

price(1)

discount

Corporation

Per 2021 Senior Note

100.000%

0.350%

99.650%

Total

$250,000,000

$875,000

$249,125,000

Per 2023 Senior Note

100.000%

0.500%

99.500%

Total

$250,000,000

$1,250,000

$248,750,000

(1)
Plus accrued interest from March 29, 2018, 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 ("DTC") for the
accounts of its participants, including Clearstream Banking, S.A. and Euroclear Bank SA/NV, against payment in New York, New York on or about
March 29, 2018.
Joint Book-Runners
BofA Merrill Lynch J.P. Morgan
Morgan Stanley
Wells Fargo Securities
Co-Managers
Barclays
Citigroup
Goldman Sachs & Co. LLC
UBS Investment Bank

Prospectus Supplement dated March 26, 2018
Table of Contents
TABLE OF CONTENTS

Page

ABOUT THIS PROSPECTUS SUPPLEMENT
S-1
PROSPECTUS SUPPLEMENT SUMMARY
S-2
RISK FACTORS
S-6
CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES
S-9
USE OF PROCEEDS
S-10
CAPITALIZATION
S-11
SELECTED CONSOLIDATED FINANCIAL INFORMATION
S-12
DESCRIPTION OF THE SENIOR NOTES
S-13
CERTAIN MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
S-20
UNDERWRITING
S-24
WHERE YOU CAN FIND MORE INFORMATION
S-30
THE ALLSTATE CORPORATION FILINGS
S-30
LEGAL MATTERS
S-31
EXPERTS
S-31
PROSPECTUS

Page

ABOUT THIS PROSPECTUS

ii
THE ALLSTATE CORPORATION

1
THE TRUSTS

1
RATIOS OF EARNINGS TO FIXED CHARGES AND EARNINGS TO FIXED CHARGES AND

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PREFERRED STOCK DIVIDENDS

2
RISK FACTORS

2
USE OF PROCEEDS

2
DESCRIPTION OF DEBT SECURITIES

3
DESCRIPTION OF CAPITAL STOCK

16
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

34
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

34
LEGAL OPINIONS

34
EXPERTS

34
ERISA MATTERS

35
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 their respective dates. 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
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,
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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, 2017.
The Allstate Corporation
The Allstate Corporation is a holding company that conducts its business principally through Allstate Insurance Company ("AIC"), Allstate Life
Insurance Company and other subsidiaries (collectively, including The Allstate Corporation, "Allstate"). Allstate is primarily engaged in the property
and casualty insurance business and the sale of life and accident and health insurance products in the United States and Canada. 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 on the basis of
2016 statutory direct premiums written according to A.M. Best. In addition, according to A.M. Best, it is the nation's 19th largest issuer of life insurance
business on the basis of 2016 ordinary life insurance in force and 36th largest on the basis of 2016 statutory admitted assets.
S-2
Table of Contents
Our seven reportable segments include:
Allstate Protection(1)
Includes the Allstate®, Encompass® and Esurance® brands and Answer Financial. Offers private passenger
auto, homeowners, other personal lines and small commercial insurance products through agencies and
directly through contact centers and the internet.
Service Businesses
Includes SquareTrade®, AritySM, Allstate Roadside Services® and Allstate Dealer Services®, which offer
a broad range of products and services that expand and enhance our customer value propositions.
Allstate Life
Offers traditional, interest-sensitive and variable life insurance products through Allstate exclusive agencies
and exclusive financial specialists.
Allstate Benefits
Offers voluntary benefits products, including life, accident, critical illness, short-term disability and other
health products sold through workplace enrolling independent agents and Allstate exclusive agencies.
Allstate Annuities
Consists of deferred fixed annuities and immediate fixed annuities (including standard and sub-standard
structured settlements) in run-off. We exited the sale of annuities over an eight year period from 2006 to
2014. In 2006, we disposed of substantially all of the variable annuity business through reinsurance
agreements.
Discontinued Lines and Coverages(1)
Relates to property and casualty insurance policies primarily written during the 1960s through the mid-
1980s. Our exposure to asbestos, environmental and other discontinued lines claims arises from direct
excess commercial insurance, assumed reinsurance coverage, direct primary commercial insurance and other
businesses in run-off.
Corporate and Other
Includes holding company activities and certain non-insurance operations.
(1)
Allstate Protection and Discontinued Lines and Coverages segments comprise Property-Liability.
The Allstate Corporation was incorporated in Delaware on November 5, 1992. Our executive offices are located at 2775 Sanders Road, Northbrook,
Illinois, 60062-6127. 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 one of the principal sources of cash to
pay dividends and to meet our obligations, including the payment of principal and interest on debt or to fund non-insurance-related businesses. 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,
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such laws in some jurisdictions may be more restrictive.
S-3
Table of Contents

The Senior Notes
Issuer

The Allstate Corporation.
Securities Offered

$250,000,000 aggregate principal amount of Floating Rate
Senior Notes due 2021 (the "2021 Senior Notes").

$250,000,000 aggregate principal amount of Floating Rate
Senior Notes due 2023 (the "2023 Senior Notes" and
together with the 2021 Senior Notes, the "Senior Notes").
Maturity Dates

The 2021 Senior Notes will mature on March 29, 2021,
and the 2023 Senior Notes will mature on March 29,
2023.
Issue Prices

100% of the principal amount of each series of Senior
Notes, plus accrued and unpaid interest, if any, from
March 29, 2018.
Interest Rate

The 2021 Senior Notes will bear interest from March 29,
2018 at a floating rate equal to Three-month LIBOR plus
0.43% per annum, and the 2023 Senior Notes will bear
interest from March 29, 2018 at a floating rate equal to
Three-month LIBOR plus 0.63% per annum.
Interest Payment Dates

March 29, June 29, September 29 and December 29 of
each year, beginning on June 29, 2018.
Trustee

U.S. Bank National Association.
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 $496.9 million.

We intend to use the net proceeds from this offering of
Senior Notes for general corporate purposes, including
potentially the repayment at maturity of our 6.75% Senior
Debentures due May 15, 2018 and repayment of certain
other indebtedness.
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
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(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 any
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.
S-4
Table of Contents
Clearance and Settlement

We will issue the Senior Notes in the form of one or more
fully registered global notes registered in the name of the
nominee of The Depository Trust Company, or DTC.
Beneficial interests in the Senior Notes will be
represented through book-entry accounts of financial
institutions acting on behalf of beneficial owners as direct
and indirect participants in DTC. Clearstream
Banking, S.A. ("Clearstream") and Euroclear
Bank, SA/NV ("Euroclear") will hold interests on behalf
of their participants through their respective U.S.
depositaries, which in turn will hold such interests in
accounts as participants of DTC. Except in the limited
circumstances described in this prospectus supplement,
owners of beneficial interests in the Senior Notes will not
be entitled to have Senior Notes registered in their names,
will not receive or be entitled to receive Senior Notes in
definitive form and will not be considered holders of
Senior Notes under the indenture.
Listing

The Senior Notes are not, and are not expected to be,
listed on any securities exchange nor included in any
automated quotation 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, 2017 to read about important factors you
should consider before buying the Senior Notes.
S-5
Table of Contents
RISK FACTORS
Your investment in the Senior Notes will involve certain risks described below. In consultation with your own financial and legal advisors, you
should carefully consider the information included in or incorporated by reference in this prospectus supplement and the accompanying prospectus,
and pay special attention to the following discussion of risks relating to the Senior Notes before deciding whether an investment in the Senior Notes is
suitable for you. In addition to the risk factors relating to the Senior Notes set forth below, we also specifically incorporate by reference into this
prospectus supplement the section captioned "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2017. The Senior
Notes will not be an appropriate investment for you if you are not knowledgeable about significant features of the Senior Notes or financial matters in
general. You should not purchase the Senior Notes unless you understand, and know that you can bear, these investment risks.
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The indenture does not limit the amount of indebtedness that we or our subsidiaries may incur.
Neither we nor any of our subsidiaries are restricted from incurring additional debt or other liabilities, including additional senior debt, under the
indenture. At December 31, 2017, we had $4.33 billion of senior debt outstanding. If we incur additional debt or liabilities, our ability to pay our
obligations on the Senior Notes could be adversely affected. We expect that we will from time to time incur additional debt and other liabilities. In
addition, we are not restricted from paying dividends on or issuing or repurchasing our securities under the indenture.
There are no financial covenants in the indenture.
There are no financial covenants in the indenture. You are not protected under the indenture in the event of a highly leveraged transaction,
reorganization, change of control, restructuring, merger or similar transaction that may adversely affect you, except to the limited extent described in the
accompanying prospectus under "Description of Debt Securities--Consolidation, Merger and Sale of Assets."
The Senior Notes are not guaranteed by any of our subsidiaries and are structurally subordinated to the debt and other liabilities of our
subsidiaries, which means that creditors of our subsidiaries will be paid from their assets before holders of the Senior Notes would have any claims
to those assets.
We are a holding company and conduct substantially all of our operations through subsidiaries, which means that our ability to meet our
obligations on the Senior Notes depends on our ability to receive distributions from these subsidiaries. However, the Senior Notes are our exclusive
obligations and are not guaranteed by any of our subsidiaries. As a result, the Senior Notes are structurally subordinated to all debt and other liabilities
of our subsidiaries (including liabilities to policyholders and contractholders), which means that creditors of these subsidiaries will be paid from their
assets before holders of the Senior Notes would have any claims to those assets. At December 31, 2017, our subsidiaries had no debt outstanding
(excluding intercompany liabilities).
An active after-market for the Senior Notes may not develop.
The Senior Notes have no established trading market. We cannot assure you that an active after-market for the Senior Notes will develop or be
sustained or that holders of the Senior Notes will be able to sell their Senior Notes at favorable prices or at all. Although the underwriters have indicated
to us that they currently intend to make a market in the Senior Notes of each series, as permitted by applicable laws and regulations, they are not
obligated to do so and may discontinue any such market-making at any time without notice. Accordingly, no assurance can be given as to the liquidity
of, or trading markets for, the Senior Notes. The Senior Notes are not listed and we do not plan to apply to
S-6
Table of Contents
list the Senior Notes on any securities exchange or to include them in any automated dealer quotation system.
If a trading market does develop, changes in our credit ratings or the debt markets could adversely affect the market price of the Senior Notes.
The market price for the Senior Notes depends on many factors, including:
·
Our credit ratings with major credit rating agencies;
·
The prevailing interest rates being paid by other companies similar to us;
·
Our financial condition, financial performance and future prospects; and
·
The overall condition of the financial markets.
The condition of the financial markets and prevailing interest rates have fluctuated in the past and are likely to fluctuate in the future. Such
fluctuations could have an adverse effect on the price of the Senior Notes.
In addition, credit rating agencies continually review their ratings for the companies that they follow, including us. The credit rating agencies also
evaluate the insurance industry as a whole and may change their credit rating for us based on their overall view of our industry. A negative change in
our rating could have an adverse effect on the price of the Senior Notes.
Changes in banks' inter-bank lending rate reporting practices or the method pursuant to which LIBOR is determined may adversely affect the value
of the Senior Notes.
LIBOR and other indices which are deemed "benchmarks" are the subject of recent national, international, and other regulatory guidance and
proposals for reform. Some of these reforms are already effective while others are still to be implemented. These reforms may cause such benchmarks
to perform differently than in the past, or have other consequences which cannot be predicted. In particular, regulators and law enforcement agencies in
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the U.K. and elsewhere are conducting criminal and civil investigations into whether the banks that contribute information to the British Bankers'
Association (the "BBA") in connection with the daily calculation of LIBOR may have been under-reporting or otherwise manipulating or attempting to
manipulate LIBOR. A number of BBA member banks have entered into settlements with their regulators and law enforcement agencies with respect to
this alleged manipulation of LIBOR. Actions by the regulators or law enforcement agencies, as well as ICE Benchmark Administration (the current
administrator of LIBOR), may result in changes to the manner in which LIBOR is determined or the establishment of alternative reference rates. For
example, on July 27, 2017, the U.K. Financial Conduct Authority announced that it intends to stop persuading or compelling banks to submit LIBOR
rates after 2021.
At this time, it is not possible to predict the effect of any such changes, any establishment of alternative reference rates or any other reforms to
LIBOR that may be implemented in the U.K. or elsewhere. Uncertainty as to the nature of such potential changes, alternative reference rates or other
reforms may adversely affect the trading market for securities the interest or dividend on which is determined by reference to LIBOR, such as the Senior
Notes. To the extent the Three-month LIBOR rate is discontinued or is no longer quoted, the applicable base rate used to calculate interest payments on
the Senior Notes will be determined using the alternative methods described in "Description of the Senior Notes--Interest." Any of these alternative
methods may result in interest payments that are lower than or that do not otherwise correlate over time with the interest payments that would have been
made on the Senior Notes if the Three-month LIBOR rate was available in its current form. The final alternative method sets the interest rate at the same
rate as the immediately preceding interest
S-7
Table of Contents
period. In the event market interest rates rise thereafter, the Senior Notes would bear a fixed rate and could decline in value because the premium, if
any, over market interest rates will decline.
More generally, any of the above changes or any other consequential changes to LIBOR or any other "benchmark" as a result of international,
national, or other proposals for reform or other initiatives or investigations, or any further uncertainty in relation to the timing and manner of
implementation of such changes, could have a material adverse effect on the value of and return on any securities based on or linked to a "benchmark,"
such as the Senior Notes.
The historical levels of Three-month LIBOR are not an indication of the future levels of Three-month LIBOR.
In the past, the level of Three-month LIBOR has experienced significant fluctuations. Historical levels, fluctuations and trends of Three-month
LIBOR are not necessarily indicative of future levels, fluctuations and trends. Any historical upward or downward trend in Three-month LIBOR is not
an indication that Three-month LIBOR is more or less likely to increase or decrease during the life of the Senior Notes, and you should not take the
historical levels of Three-month LIBOR rate as an indication of its future performance.
S-8
Table of Contents
CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth our consolidated ratio of earnings to fixed charges for the periods indicated. For purposes of these computations,
earnings consist of income from operations before income tax, and fixed charges consist of interest on indebtedness, interest factor of annual rental
expense, and interest credited to contractholder funds.

Year Ended December 31,

2017

2016

2015

2014

2013

Ratio of Earnings to Fixed Charges
4.8X 3.7X 4.1X 4.4X 3.0X
S-9
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USE OF PROCEEDS
We expect to receive net proceeds, after deducting the underwriting discount and other offering expenses payable by us, of approximately $496.9
million.
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We intend to use the net proceeds from this offering of Senior Notes for general corporate purposes, including potentially the repayment at
maturity of our 6.75% Senior Debentures due May 15, 2018 and repayment of certain other indebtedness.
S-10
Table of Contents
CAPITALIZATION
The following table sets forth our capitalization as of December 31, 2017 and as adjusted to give effect to this offering of Senior Notes. The
following data should be read in connection with our consolidated financial statements and notes, which are incorporated by reference.

As of December 31, 2017

As

Actual

Adjusted(1)(2)

(in millions)

Short-term debt
$
-- $
--
Floating Rate Notes due 2021

--
250
Floating Rate Notes due 2023

--
250
Other long-term debt

6,350
6,350
?
?
?
?
?
?
?
?
Total debt

6,350
6,850
?
?
?
?
?
?
?
?
Preferred stock and additional capital paid in

1,746
1,746
Common stock and additional capital paid-in

3,322
3,322
Unrealized net capital gains and losses

1,662
1,662
Unrealized foreign currency translation adjustments

(9)
(9)
Unrecognized pension and other postretirement benefit cost

(1,347)
(1,347)
Retained income

43,162
43,162
Deferred ESOP expense

(3)
(3)
Treasury stock, at cost

(25,982)
(25,982)
?
?
?
?
?
?
?
?
Total shareholders' equity
$
22,551 $
22,551
?
?
?
?
?
?
?
?
Total capitalization
$
28,901 $
29,401
?
?
?
?
?
?
?
?
(1)
Does not reflect related issuance costs of approximately $3,125,000 comprising the underwriting discount and other
offering expenses payable by us for the offering of the Senior Notes.
(2)
Does not reflect the offering of 20,000,000 depositary shares, each representing a 1/1,000th interest in a share of our
Fixed Rate Noncumulative Perpetual Preferred Stock, Series G, par value $1.00 per share and liquidation preference
$25,000 per share, which are expected to be issued on March 29, 2018 and were offered and sold by means of a different
prospectus supplement dated March 26, 2018. This offering of Senior Notes is not conditioned on the concurrent offering
of Depositary Shares and there can be no assurance that the offering of the Depositary Shares will be completed.
S-11
Table of Contents
SELECTED CONSOLIDATED FINANCIAL INFORMATION
The following table sets forth selected consolidated statements of operations and financial position data for the periods indicated. The financial data
for each of the five years in the period ended December 31, 2017 are derived from our audited consolidated financial statements. The following
amounts should be read in conjunction with the consolidated financial statements and notes thereto contained in our other filings with the Securities and
Exchange Commission (the "SEC") available as described under "Where You Can Find More Information" and "The Allstate Corporation Filings" in
this prospectus supplement and the accompanying prospectus.

As of or for the year ended December 31,

2017

2016

2015

2014

2013

(in millions)

Consolidated statements of operations data:

Insurance premiums and contract charges
$
34,678 $
33,582 $
32,467 $
31,086 $
29,970
Net investment income

3,401
3,042
3,156
3,459
3,943
Realized capital gains and losses

445
(90)
30
694
594
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Total revenues

38,524
36,534
35,653
35,239
34,507
Benefits, claims and other expenses

34,553
33,785
32,374
30,929
30,423
Gain (loss) on disposition of operations

20
5
3
(74)
(688)
Income tax expense

802
877
1,111
1,386
1,116
Net income

3,189
1,877
2,171
2,850
2,280
Net income applicable to common shareholders

3,073
1,761
2,055
2,746
2,263
Consolidated financial position data:

Investments
$
82,803 $
81,779 $
77,758 $
81,113 $
81,155
Total assets
112,422 108,610 104,656 108,479 123,460
Reserve for claims and claims expense, life-
contingent contract benefits and contractholder
funds

58,308
57,749
57,411
57,832
58,547
Short-term debt

--
--
--
--
--
Long-term debt

6,350
6,347
5,124
5,140
6,141
Shareholders' equity

22,551
20,573
20,025
22,304
21,480
Equity

22,551
20,573
20,025
22,304
21,480
S-12
Table of Contents
DESCRIPTION OF THE SENIOR NOTES
We have summarized provisions of the Senior Notes below. This summary supplements and replaces (if inconsistent with) the description of debt
securities and the general terms and provisions of debt securities under the caption "Description of Debt Securities" in the accompanying prospectus.
This summary does not purport to be complete and is qualified in its entirety by reference to the indenture referred to below.
General
Each series of the Senior Notes will be issued under an indenture, dated as of December 16, 1997, as amended by a third supplemental indenture,
dated as of July 23, 1999, as amended by a sixth supplemental indenture, dated as of June 12, 2000, and as supplemented by (i) a twenty-first
supplemental indenture to be dated as of March 29, 2018, with respect to the issuance of the 2021 Senior Notes, and (ii) a twenty-second supplemental
indenture to be dated as of March 29, 2018, with respect to the issuance of the 2023 Senior Notes, between us and U.S. Bank National Association, as
trustee (successor in interest to State Street Bank and Trust Company).
The 2021 Senior Notes will initially be limited to a total principal amount of $250,000,000, and the 2023 Senior Notes will initially be limited to a
total principal amount of $250,000,000. 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. No
additional debt securities may be issued if an event of default under the indenture has occurred and is continuing with respect to the applicable series of
the Senior Notes.
We will issue the Senior Notes only in fully registered form, without coupons, in denominations of $2,000 and integral multiples of $1,000 in
excess thereof. The Senior Notes will not be subject to any sinking fund.
Interest
The 2021 Senior Notes will mature on March 29, 2021 and will bear interest at a floating rate equal to Three-month LIBOR, reset quarterly on
each interest reset date (as defined below), plus 0.43% per annum. The 2023 Senior Notes will mature on March 29, 2023 and will bear interest at a
floating rate equal to Three-month LIBOR, reset quarterly on each interest reset date (as defined below), plus 0.63% per annum. Interest on each series
of the Senior Notes will be payable quarterly in arrears on March 29, June 29, September 29 and December 29 of each year (each, an "interest payment
date"), beginning on June 29, 2018, to the persons in whose names the Senior Notes are registered at the close of business on the fifteenth calendar day
(whether or not a business day) immediately preceding the related interest payment date. Interest on each series of the Senior Notes will be computed on
the basis of the actual number of days elapsed in the initial interest period or the interest period, as applicable (each as defined below), over a 360-day
year.
Notwithstanding anything to the contrary in this prospectus supplement, so long as the Senior Notes are in book-entry form, we will make
payments of principal and interest through the trustee to DTC.
Interest payable on any interest payment date or the respective maturity date will be the amount of interest accrued from, and including, the
immediately preceding interest payment date on which interest has been paid or provided for (or from and including the original issue date, if no interest
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