The accompanying condensed consolidated financial statements include the accounts of The Allstate Corporation (the “Corporation”) and its wholly owned subsidiaries, primarily Allstate Insurance Company (“AIC”), a property and casualty insurance company with various property and casualty and life and investment subsidiaries, including Allstate Life Insurance Company (“ALIC”) (collectively referred to as the “Company” or “Allstate”). These condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

The condensed consolidated financial statements and notes as of June 30, 2019 and for the three and six month periods ended June 30, 2019 and 2018 are unaudited. The condensed consolidated financial statements reflect all adjustments (consisting only of normal recurring accruals) which are, in the opinion of management, necessary for the fair presentation of the financial position, results of operations and cash flows for the interim periods.

These condensed consolidated financial statements and notes should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2018, filed February 15, 2019, and the Company’s Current Report on Form 8-K filed on May 16, 2019, Exhibit 99.1, reflecting the Company’s 2018 Form 10-K with adjustments to Part II. Item 6., Item 7. and Item 8. for the Company’s change in accounting principle for pension and other postretirement benefit plans. The results of operations for the interim periods should not be considered indicative of results to be expected for the full year. All significant intercompany accounts and transactions have been eliminated.

During the second quarter of 2019, the Company made the decision to phase-out the use of the SquareTrade trade name in the United States and sell consumer protection plans under the Allstate Protection Plan name. The SquareTrade trade name will continue to be used outside of the United States. The change in the second quarter of 2019 required an impairment evaluation of the indefinite-lived intangible asset recognized in the Service Businesses segment for SquareTrade’s trade name that was recorded when SquareTrade was acquired in 2017.

Accounting for Leases Effective January 1, 2019 the Company adopted new Financial Accounting Standards Board (“FASB”) guidance related to accounting for leases. Upon adoption of the guidance under the optional transition method that allows application of the transition provisions at the adoption date instead of the earliest period presented, the Company recorded a $585 million lease liability equal to the present value of lease payments and a $488 million right-of-use (“ROU”) asset, which is the corresponding lease liability adjusted for qualifying accrued lease payments. The lease liability and ROU asset were reported as part of other liabilities and other assets on the Condensed Consolidated Statements of Financial Position. The impact of these changes at adoption had no impact on net income or shareholders’ equity. Prior periods were not restated under the new standard. The Company utilized practical expedients which do not require reassessment of existing contracts for the existence of a lease or reassessment of existing lease classifications.

Upon adoption, the new guidance required sellers in a sale-leaseback transaction to recognize the entire gain from the sale of an underlying asset at the time the sale is recognized rather than over the leaseback term. The carrying value of unrecognized gains on sale-leaseback transactions executed prior to January 1, 2019 was $21 million, after-tax, and was recorded as an increase to retained income at the date of adoption.

Accounting for Hedging Activities Effective January 1, 2019 the Company adopted new FASB guidance intended to better align hedge accounting with an organization’s risk management activities. The new guidance expands hedge accounting to nonfinancial and financial risk components and revises the measurement methodologies to better align with an organization’s risk management activities. Separate presentation of hedge ineffectiveness is eliminated with the intention to provide greater transparency to the full impact of hedging by requiring presentation of the results of the hedged item and hedging instrument in a single financial statement line item. In addition, the amendments were designed to reduce complexity by simplifying hedge effectiveness testing. The adoption had no impact on the Company’s results of operations or financial position.

The Company determines if an arrangement is a lease at inception. Leases with an initial term less than one year are not recorded on the balance sheet and the lease costs for these leases are recorded on a straight-line basis over the lease term. Operating leases with terms greater than one year result in a lease liability recorded in other liabilities with a corresponding ROU asset recorded in other assets. As of June 30, 2019, the Company had $558 million in lease liabilities and $461 million in ROU assets.

Operating lease liabilities are recognized at the commencement date based on the present value of future minimum lease payments over the lease term. ROU assets are recognized based on the corresponding lease liabilities adjusted for qualifying initial direct costs, prepaid or accrued lease payments and unamortized lease incentives. As most of the Company’s leases do not disclose the implicit interest rate, the Company uses collateralized incremental borrowing rates based on information available at lease commencement when determining the present value of future lease payments. The Company has lease agreements with lease and non-lease components, which are generally accounted for as a single lease. Lease terms may include options to extend or terminate the lease which are incorporated into the Company’s measurements when it is reasonably certain that the Company will exercise the option.

Operating lease costs are recognized on a straight-line basis over the lease term and include interest expense on the lease liability and amortization of the ROU asset. Variable lease costs are expensed as incurred and include maintenance costs and real estate taxes. Lease costs are reported in operating costs and expenses and totaled $42 million and $83 million, including $8 million and $15 million of variable lease costs for the three and six months ended June 30, 2019, respectively.

In June 2016, the FASB issued guidance which revises the credit loss recognition criteria for certain financial assets measured at amortized cost and includes reinsurance recoverables. The new guidance replaces the existing incurred loss recognition model with an expected loss recognition model. The objective of the expected credit loss model is for a reporting entity to recognize its estimate of expected credit losses for affected financial assets in a valuation allowance that when deducted from the amortized cost basis of the related financial assets results in a net carrying value at the amount expected to be collected. The reporting entity must consider all relevant information available when estimating expected credit losses, including details about past events, current conditions, and reasonable and supportable forecasts over the life of an asset. Financial assets may be evaluated individually or on a pooled basis when they share similar risk characteristics. The measurement of credit losses for available-for-sale debt securities measured at fair value is not affected except that credit losses recognized are limited to the amount by which fair value is below amortized cost and the carrying value adjustment is recognized through a valuation allowance which may change over time but once recorded cannot subsequently be reduced to an amount below zero. The guidance is effective for reporting periods beginning after December 15, 2019, and for most affected instruments must be adopted using a modified retrospective approach, with a cumulative effect adjustment recorded to beginning retained income.

The Company’s implementation activities, which remain in process, include review and validation of models, methodologies, data inputs and assumptions to be used to estimate expected credit losses. The implementation impacts relate primarily to the Company’s mortgage loans, bank loans and reinsurance recoverables and will depend on economic conditions and judgments at the date of adoption as well as the size and composition of the loan portfolios and reinsurance balances. The impact of adoption is

In August 2018, the FASB issued amendments to modify certain disclosure requirements for defined benefit plans. Disclosure additions relate to the weighted-average interest crediting rates for cash balance plans and other plans with interest crediting rates and explanations for significant gains and losses related to changes in the benefit obligation during the reporting period. Disclosures to be removed include those that identify amounts that are expected to be reclassified out of AOCI and into the income statement in the coming year and the anticipated impact of a one-percentage point change in assumed health care cost trend rate on service and interest cost and on the accumulated benefit obligation. The amendments are effective for annual reporting periods beginning after December 15, 2020. The impacts of adoption are to the Company’s disclosures only.

Under the new guidance, measurement assumptions, including those for mortality, morbidity and policy terminations, will be required to be reviewed and updated at least annually. The effect of updating measurement assumptions other than the discount rate are required to be measured on a retrospective basis and reported in net income. In addition, cash flows under the new guidance are required to be discounted using an upper-medium grade fixed income instrument yield required to be updated through OCI at each reporting date. Current GAAP requires reserves to utilize assumptions set at policy issuance unless updated current assumptions would result in reserves that are deficient compared to the reserves recorded.

The new guidance requires deferred policy acquisition costs (“DAC”) and other capitalized balances currently amortized in proportion to premiums or gross profits to be amortized on a constant level basis over the expected term for all long-duration insurance contracts. DAC will not be subject to loss recognition testing but will be reduced when actual experience exceeds expected experience. The new guidance will no longer require adjustments to DAC and deferred sales inducement costs (“DSI”) related to unrealized gains and losses on investment securities supporting the related business.

The new guidance is to be included in the comparable financial statements issued in reporting periods beginning after December 15, 2020, thereby requiring restatement of prior periods presented. Early adoption is permitted. The new guidance will be applied to affected contracts and DAC on the basis of existing carrying amounts at the earliest period presented or retrospectively using actual historical experience as of contract inception. The new guidance for market risk benefits is required to be adopted retrospectively. In July 2019, the FASB voted to expose a proposal for a thirty-day comment period to delay the effective date of the new guidance for public business entities that are SEC filers to reporting periods beginning after December 15, 2021. If adopted, the proposal would extend the effective date of the new guidance for public business entities that are SEC filers by one year.

The Company is evaluating the anticipated impacts of applying the new guidance to both retained income and AOCI. The requirements of the new guidance represent a material change from existing GAAP, however, the underlying economics of the business and related cash flows are unchanged. The Company is evaluating the specific impacts of adopting the new guidance and anticipates the financial statement impact of adopting the new guidance to be material, largely attributed to the impact of transitioning to a discount rate based on an upper-medium grade fixed income investment yield and updates to mortality assumptions. The Company expects the most significant impacts will occur in the run-off annuity segment. The revised accounting for DAC will be applied prospectively using the new model and any DAC effects existing in AOCI as a result of applying existing GAAP at the date of adoption will be reversed.

The Company changed its accounting principle for recognizing actuarial gains and losses and expected return on plan assets for its pension and other postretirement plans to a more preferable policy under U.S. GAAP. Under the new principle, remeasurement of projected benefit obligation and plan assets are immediately recognized in earnings and are referred to as pension and other postretirement remeasurement gains and losses on the Condensed Consolidated Statements of Operations. Previously, actuarial gains and losses and differences between the expected and actual returns on plan assets were recognized as a component of AOCI and were subject to amortization into earnings in future periods. This change has been applied on a retrospective basis. The Company’s policy is to remeasure its pension and postretirement plans on a quarterly basis.

expenses. The primary factors contributing to pension and other postretirement remeasurement gains and losses are 1) changes in the discount rate used to value pension and postretirement obligations as of the measurement date, 2) differences between the expected and the actual return on plan assets, 3) changes in demographic assumptions, including mortality, and 4) participant experience different from demographic assumptions.

aligns with fair value accounting principles by recognizing the effects of economic and interest rate changes on pension and other postretirement plan assets and liabilities in the year in which the gains and losses are incurred. These changes have been applied on a retrospective basis and as of January 1, 2018 resulted in a cumulative effect decrease to retained income of $1.58 billion, with a corresponding offset to AOCI and had no impact on total shareholders’ equity.



Condensed Consolidated Statements of Operations (unaudited)
	Previous accounting principle		Impact of change ⁽¹⁾			As reported
($ in millions, except per share data)	Three months ended June 30, 2019
Property and casualty insurance claims and claims expense	$	6,376	$	(20	)	$	6,356
Operating costs and expenses	1,401		(21		)	1,380
Pension and other postretirement remeasurement gains and losses	—		125			125
Restructuring and related charges	5		4			9
Total costs and expenses	9,980		88			10,068
Income from operations before income tax expense	1,166		(88		)	1,078
Income tax expense	246		(19		)	227
Net income	920		(69		)	851
Net income applicable to common shareholders	$	890	$	(69	)	$	821

Earnings per common share:
Net income applicable to common shareholders per common share - Basic	$	2.68	$	(0.21	)	$	2.47
Net income applicable to common shareholders per common share - Diluted	$	2.64	$	(0.20	)	$	2.44

	Six months ended June 30, 2019
Property and casualty insurance claims and claims expense	$	12,205	$	(29	)	$	12,176
Operating costs and expenses	2,789		(29		)	2,760
Pension and other postretirement remeasurement gains and losses	—		140			140
Restructuring and related charges	27		—			27
Total costs and expenses	19,357		82			19,439
Income from operations before income tax expense	2,780		(82		)	2,698
Income tax expense	573		(18		)	555
Net income	2,207		(64		)	2,143
Net income applicable to common shareholders	$	2,146	$	(64	)	$	2,082

Earnings per common share:
Net income applicable to common shareholders per common share - Basic	$	6.46	$	(0.19	)	$	6.27
Net income applicable to common shareholders per common share - Diluted	$	6.36	$	(0.19	)	$	6.17

⁽¹⁾ The Company merged two of its pension plans, which had no impact on our financial statements as we remeasure pension plan assets and projected benefit obligations immediately in earnings on a quarterly basis. However, the plan merger increased the impact of change by $18 million for both the second quarter and first six months of 2019, reflecting the shorter amortization period for losses deferred in AOCI from one of the merged plans that was required as part of the merger.



Condensed Consolidated Statements of Operations (unaudited)
	Previously reported		Impact of change			As adjusted
($ in millions, except per share data)	Three months ended June 30, 2018
Property and casualty insurance claims and claims expense	$	5,792	$	(15	)	$	5,777
Operating costs and expenses	1,384		(26		)	1,358
Pension and other postretirement remeasurement gains and losses	—		(7		)	(7		)
Restructuring and related charges	27		(4		)	23
Total costs and expenses	9,256		(52		)	9,204
Income from operations before income tax expense	845		52			897
Income tax expense	169		11			180
Net income	676		41			717
Net income applicable to common shareholders	$	637	$	41		$	678

Earnings per common share:
Net income applicable to common shareholders per common share - Basic	$	1.82	$	0.12		$	1.94
Net income applicable to common shareholders per common share - Diluted	$	1.80	$	0.11		$	1.91

	Six months ended June 30, 2018
Property and casualty insurance claims and claims expense	$	10,941	$	(35	)	$	10,906
Operating costs and expenses	2,717		(56		)	2,661
Pension and other postretirement remeasurement gains and losses	—		7			7
Restructuring and related charges	49		(7		)	42
Total costs and expenses	17,803		(91		)	17,712
Income from operations before income tax expense	2,069		91			2,160
Income tax expense	418		19			437
Net income	1,651		72			1,723
Net income applicable to common shareholders	$	1,583	$	72		$	1,655

Earnings per common share:
Net income applicable to common shareholders per common share - Basic	$	4.50	$	0.21		$	4.71
Net income applicable to common shareholders per common share - Diluted	$	4.43	$	0.20		$	4.63



Condensed Consolidated Statements of Comprehensive Income (unaudited)
	Previous accounting principle		Impact of change			As reported
($ in millions)	Three months ended June 30, 2019
Net income	$	920	$	(69	)	$	851
Other comprehensive income (loss), after-tax
Changes in:
Unrealized net capital gains and losses	682		—			682
Unrealized foreign currency translation adjustments	7		(3		)	4
Unrecognized pension and other postretirement benefit cost⁽¹⁾	125		(136		)	(11		)
Other comprehensive income (loss), after-tax	814		(139		)	675
Comprehensive income	$	1,734	$	(208	)	$	1,526

	Six months ended June 30, 2019
Net income	$	2,207	$	(64	)	$	2,143
Other comprehensive income (loss), after-tax
Changes in:
Unrealized net capital gains and losses	1,656		—			1,656
Unrealized foreign currency translation adjustments	14		(5		)	9
Unrecognized pension and other postretirement benefit cost⁽¹⁾	135		(158		)	(23		)
Other comprehensive income (loss), after-tax	1,805		(163		)	1,642
Comprehensive income	$	4,012	$	(227	)	$	3,785



Condensed Consolidated Statements of Comprehensive Income (unaudited)
	Previously reported			Impact of change			As adjusted
($ in millions)	Three months ended June 30, 2018
Net income	$	676		$	41		$	717
Other comprehensive loss, after-tax
Changes in:
Unrealized net capital gains and losses	(133		)	—			(133		)
Unrealized foreign currency translation adjustments	(7		)	1			(6		)
Unrecognized pension and other postretirement benefit cost	22			(38		)	(16		)
Other comprehensive loss, after-tax	(118		)	(37		)	(155		)
Comprehensive income	$	558		$	4		$	562

	Six months ended June 30, 2018
Net income	$	1,651		$	72		$	1,723
Other comprehensive loss, after-tax
Changes in:
Unrealized net capital gains and losses	(698		)	—			(698		)
Unrealized foreign currency translation adjustments	(11		)	3			(8		)
Unrecognized pension and other postretirement benefit cost	45			(75		)	(30		)
Other comprehensive loss, after-tax	(664		)	(72		)	(736		)
Comprehensive income	$	987		$	—		$	987



Condensed Consolidated Statements of Financial Position (unaudited)
	Previous accounting principle			Impact of change			As reported
($ in millions)	June 30, 2019
Deferred income taxes	$	1,057		$	(60	)	$	997
Other liabilities and accrued expenses	8,855			287			9,142
Total liabilities	93,671			227			93,898
Retained income	47,542			(1,739		)	45,803
Unrealized foreign currency translation adjustments	(50		)	10			(40		)
Unrecognized pension and other postretirement benefit cost	(1,356		)	1,502			146
Total AOCI	248			1,512			1,760
Total shareholders’ equity	$	24,703		$	(227	)	$	24,476


	Previously reported			Impact of change			As adjusted
($ in millions)	December 31, 2018
Retained income	$	45,708		$	(1,675	)	$	44,033
Unrealized foreign currency translation adjustments	(64		)	15			(49		)
Unrecognized pension and other postretirement benefit cost	(1,491		)	1,660			169
Total AOCI	$	(1,557	)	$	1,675		$	118



Condensed Consolidated Statements of Shareholders’ Equity (unaudited)
	Previous accounting principle			Impact of change			As reported
($ in millions)	Three months ended June 30, 2019
Retained income
Balance, beginning of period	$	46,818		$	(1,670	)	$	45,148
Cumulative effect of change in accounting principle	—			—			—
Net income	920			(69		)	851
Dividends on common stock	(166		)	—			(166		)
Dividends on preferred stock	(30		)	—			(30		)
Balance, end of period	47,542			(1,739		)	45,803

Accumulated other comprehensive income (loss)
Balance, beginning of period	(566		)	1,651			1,085
Cumulative effect of change in accounting principle	—			—			—
Change in unrealized net capital gains and losses	682			—			682
Change in unrealized foreign currency translation adjustments	7			(3		)	4
Change in unrecognized pension and other postretirement benefit cost ⁽¹⁾	125			(136		)	(11		)
Balance, end of period	248			1,512			1,760
Total shareholders’ equity	$	24,703		$	(227	)	$	24,476

	Six months ended June 30, 2019
Retained income
Balance, beginning of period	$	45,708		$	(1,675	)	$	44,033
Cumulative effect of change in accounting principle	21			—			21
Net income	2,207			(64		)	2,143
Dividends on common stock	(333		)	—			(333		)
Dividends on preferred stock	(61		)	—			(61		)
Balance, end of period	47,542			(1,739		)	45,803

Accumulated other comprehensive income (loss)
Balance, beginning of period	(1,557		)	1,675			118
Cumulative effect of change in accounting principle	—			—			—
Change in unrealized net capital gains and losses	1,656			—			1,656
Change in unrealized foreign currency translation adjustments	14			(5		)	9
Change in unrecognized pension and other postretirement benefit cost ⁽¹⁾	135			(158		)	(23		)
Balance, end of period	248			1,512			1,760
Total shareholders’ equity	$	24,703		$	(227	)	$	24,476



Condensed Consolidated Statements of Shareholders’ Equity (unaudited)
	Previously reported			Impact of change			As adjusted
($ in millions)	Three months ended June 30, 2018
Retained income
Balance, beginning of period	$	45,031		$	(1,552	)	$	43,479
Net income	676			41			717
Dividends on common stock	(160		)	—			(160		)
Dividends on preferred stock	(39		)	—			(39		)
Balance, end of period	45,508			(1,511		)	43,997

Accumulated other comprehensive income (loss)
Balance, beginning of period	(1,150		)	1,548			398
Change in unrealized net capital gains and losses	(133		)	—			(133		)
Change in unrealized foreign currency translation adjustments	(7		)	1			(6		)
Change in unrecognized pension and other postretirement benefit cost	22			(38		)	(16		)
Balance, end of period	(1,268		)	1,511			243
Total shareholders’ equity	$	23,122		$	—		$	23,122

	Six months ended June 30, 2018
Retained income
Balance, beginning of period	$	43,162		$	(1,583	)	$	41,579
Cumulative effect of change in accounting principle	1,088			—			1,088
Net income	1,651			72			1,723
Dividends on common stock	(325		)	—			(325		)
Dividends on preferred stock	(68		)	—			(68		)
Balance, end of period	45,508			(1,511		)	43,997

Accumulated other comprehensive income (loss)
Balance, beginning of period	306			1,583			1,889
Cumulative effect of change in accounting principle	(910		)	—			(910		)
Change in unrealized net capital gains and losses	(698		)	—			(698		)
Change in unrealized foreign currency translation adjustments	(11		)	3			(8		)
Change in unrecognized pension and other postretirement benefit cost	45			(75		)	(30		)
Balance, end of period	(1,268		)	1,511			243
Total shareholders’ equity	$	23,122		$	—		$	23,122



Condensed Consolidated Statements of Cash Flows (unaudited)
	Previous accounting principle			Impact of change			As reported
($ in millions)	Six months ended June 30, 2019
Cash flows from operating activities
Net income	$	2,207		$	(64	)	$	2,143
Adjustments to reconcile net income to net cash provided by operating activities:
Pension and other postretirement remeasurement gains and losses	—			140			140
Income taxes	177			(18		)	159
Other operating assets and liabilities	(447		)	(58		)	(505		)
Net cash provided by operating activities	$	2,062		$	—		$	2,062

Condensed Consolidated Statements of Cash Flows (unaudited)
	Previously reported			Impact of change			As adjusted
($ in millions)	Six months ended June 30, 2018
Cash flows from operating activities
Net income	$	1,651		$	72		$	1,723
Adjustments to reconcile net income to net cash provided by operating activities:
Pension and other postretirement remeasurement gains and losses	—			7			7
Income taxes	(257		)	19			(238		)
Other operating assets and liabilities	51			(98		)	(47		)
Net cash provided by operating activities	$	2,090		$	—		$	2,090