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 September 30, 2019 and for the three and nine month periods ended September 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 Plans’ 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. 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 as an expense 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 September 30, 2019, the Company had $542 million in lease liabilities and $443 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 $45 million and $128 million, including $7 million and $22 million of variable lease costs for the three and nine months ended September 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, including 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 commercial 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. Based on

current economic conditions and the balances at the reporting date, the Company anticipates application of the current expected credit loss requirements will result in total valuation allowances for credit losses of between $260 million and $330 million, pre-tax, as of the date of adoption. After consideration of existing valuation allowances maintained prior to adopting the new guidance, the Company would anticipate recognizing a cumulative effect decrease in retained income of between $75 million and $125 million, after-tax, to adjust existing valuation allowances to the basis in the new requirements.

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, reserves 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 indicate that recorded reserves are deficient.

The new guidance also 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 lapse experience exceeds expected experience. The new guidance will no longer require

All market risk benefit product features will be measured at fair value with changes in fair value recorded in net income with the exception of changes in the fair value attributable to changes in the reporting entity’s own credit risk, which are required to be recognized in OCI. Substantially all of the Company’s market risk benefits are reinsured and therefore these impacts are not expected to be material to the Company.

The new guidance is expected to be included in the comparable financial statements issued in reporting periods beginning after December 15, 2021, 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 October 2019, the FASB affirmed its decision to delay the effective date of the new guidance by one year to reporting periods beginning after December 15, 2021.

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

Differences between expected and actual returns and changes in assumptions affect our pension and other postretirement obligations, plan assets and 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.

obligation and plan assets in earnings is preferable as it provides greater transparency of the Company’s economic obligations in accounting results and better 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 September 30, 2019
Property and casualty insurance claims and claims expense	$	6,080	$	(29	)	$	6,051
Operating costs and expenses	1,433		(19		)	1,414
Pension and other postretirement remeasurement gains and losses	—		225			225
Restructuring and related charges	—		—			—
Total costs and expenses	9,732		177			9,909
Income from operations before income tax expense	1,337		(177		)	1,160
Income tax expense	266		(37		)	229
Net income	1,071		(140		)	931
Net income applicable to common shareholders	$	1,029	$	(140	)	$	889

Earnings per common share:
Net income applicable to common shareholders per common share - Basic	$	3.14	$	(0.43	)	$	2.71
Net income applicable to common shareholders per common share - Diluted	$	3.09	$	(0.42	)	$	2.67

	Nine months ended September 30, 2019
Property and casualty insurance claims and claims expense	$	18,285	$	(58	)	$	18,227
Operating costs and expenses	4,222		(48		)	4,174
Pension and other postretirement remeasurement gains and losses	—		365			365
Restructuring and related charges	27		—			27
Total costs and expenses	29,089		259			29,348
Income from operations before income tax expense	4,117		(259		)	3,858
Income tax expense	839		(55		)	784
Net income	3,278		(204		)	3,074
Net income applicable to common shareholders	$	3,175	$	(204	)	$	2,971

Earnings per common share:
Net income applicable to common shareholders per common share - Basic	$	9.60	$	(0.62	)	$	8.98
Net income applicable to common shareholders per common share - Diluted	$	9.46	$	(0.61	)	$	8.85

⁽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 $12 million and $18 million for the third quarter and first nine months of 2019, respectively, 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 September 30, 2018
Property and casualty insurance claims and claims expense	$	5,817	$	(12	)	$	5,805
Operating costs and expenses	1,510		(85		)	1,425
Pension and other postretirement remeasurement gains and losses	—		(39		)	(39		)
Restructuring and related charges	16		(3		)	13
Total costs and expenses	9,427		(139		)	9,288
Income from operations before income tax expense	1,039		139			1,178
Income tax expense	169		30			199
Net income	870		109			979
Net income applicable to common shareholders	$	833	$	109		$	942

Earnings per common share:
Net income applicable to common shareholders per common share - Basic	$	2.41	$	0.31		$	2.72
Net income applicable to common shareholders per common share - Diluted	$	2.37	$	0.31		$	2.68

	Nine months ended September 30, 2018
Property and casualty insurance claims and claims expense	$	16,758	$	(47	)	$	16,711
Operating costs and expenses	4,227		(141		)	4,086
Pension and other postretirement remeasurement gains and losses	—		(32		)	(32		)
Restructuring and related charges	65		(10		)	55
Total costs and expenses	27,230		(230		)	27,000
Income from operations before income tax expense	3,108		230			3,338
Income tax expense	587		49			636
Net income	2,521		181			2,702
Net income applicable to common shareholders	$	2,416	$	181		$	2,597

Earnings per common share:
Net income applicable to common shareholders per common share - Basic	$	6.91	$	0.52		$	7.43
Net income applicable to common shareholders per common share - Diluted	$	6.80	$	0.51		$	7.31



Condensed Consolidated Statements of Comprehensive Income (unaudited)
	Previous accounting principle			Impact of change			As reported
($ in millions)	Three months ended September 30, 2019
Net income	$	1,071		$	(140	)	$	931
Other comprehensive income (loss), after-tax
Changes in:
Unrealized net capital gains and losses	369			—			369
Unrealized foreign currency translation adjustments	(12		)	2			(10		)
Unrecognized pension and other postretirement benefit cost⁽¹⁾	20			(32		)	(12		)
Other comprehensive income, after-tax	377			(30		)	347
Comprehensive income	$	1,448		$	(170	)	$	1,278

	Nine months ended September 30, 2019
Net income	$	3,278		$	(204	)	$	3,074
Other comprehensive income (loss), after-tax
Changes in:
Unrealized net capital gains and losses	2,025			—			2,025
Unrealized foreign currency translation adjustments	2			(3		)	(1		)
Unrecognized pension and other postretirement benefit cost⁽¹⁾	155			(190		)	(35		)
Other comprehensive income, after-tax	2,182			(193		)	1,989
Comprehensive income	$	5,460		$	(397	)	$	5,063



Condensed Consolidated Statements of Comprehensive Income (unaudited)
	Previously reported			Impact of change			As adjusted
($ in millions)	Three months ended September 30, 2018
Net income	$	870		$	109		$	979
Other comprehensive income (loss), after-tax
Changes in:
Unrealized net capital gains and losses	(70		)	—			(70		)
Unrealized foreign currency translation adjustments	(14		)	—			(14		)
Unrecognized pension and other postretirement benefit cost	68			(83		)	(15		)
Other comprehensive loss, after-tax	(16		)	(83		)	(99		)
Comprehensive income	$	854		$	26		$	880

	Nine months ended September 30, 2018
Net income	$	2,521		$	181		$	2,702
Other comprehensive income (loss), after-tax
Changes in:
Unrealized net capital gains and losses	(768		)	—			(768		)
Unrealized foreign currency translation adjustments	(25		)	3			(22		)
Unrecognized pension and other postretirement benefit cost	113			(158		)	(45		)
Other comprehensive loss, after-tax	(680		)	(155		)	(835		)
Comprehensive income	$	1,841		$	26		$	1,867



Condensed Consolidated Statements of Financial Position (unaudited)
	Previous accounting principle			Impact of change			As reported
($ in millions)	September 30, 2019
Deferred income taxes	$	1,185		$	(106	)	$	1,079
Other liabilities and accrued expenses	9,226			503			9,729
Total liabilities	94,536			397			94,933
Retained income	48,406			(1,879		)	46,527
Unrealized foreign currency translation adjustments	(62		)	12			(50		)
Unrecognized pension and other postretirement benefit cost	(1,336		)	1,470			134
Total AOCI	625			1,482			2,107
Total shareholders’ equity	$	26,537		$	(397	)	$	26,140

	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 September 30, 2019
Retained income
Balance, beginning of period	$	47,542		$	(1,739	)	$	45,803
Cumulative effect of change in accounting principle	—			—			—
Net income	1,071			(140		)	931
Dividends on common stock	(165		)	—			(165		)
Dividends on preferred stock	(42		)	—			(42		)
Balance, end of period	48,406			(1,879		)	46,527

Accumulated other comprehensive income (loss)
Balance, beginning of period	248			1,512			1,760
Cumulative effect of change in accounting principle	—			—			—
Change in unrealized net capital gains and losses	369			—			369
Change in unrealized foreign currency translation adjustments	(12		)	2			(10		)
Change in unrecognized pension and other postretirement benefit cost ⁽¹⁾	20			(32		)	(12		)
Balance, end of period	625			1,482			2,107
Total shareholders’ equity	$	26,537		$	(397	)	$	26,140

	Nine months ended September 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	3,278			(204		)	3,074
Dividends on common stock	(498		)	—			(498		)
Dividends on preferred stock	(103		)	—			(103		)
Balance, end of period	48,406			(1,879		)	46,527

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	2,025			—			2,025
Change in unrealized foreign currency translation adjustments	2			(3		)	(1		)
Change in unrecognized pension and other postretirement benefit cost ⁽¹⁾	155			(190		)	(35		)
Balance, end of period	625			1,482			2,107
Total shareholders’ equity	$	26,537		$	(397	)	$	26,140



Condensed Consolidated Statements of Shareholders’ Equity (unaudited)
	Previously reported			Impact of change			As adjusted
($ in millions)	Three months ended September 30, 2018
Retained income
Balance, beginning of period	$	45,508		$	(1,511	)	$	43,997
Cumulative effect of change in accounting principle	—			—			—
Net income	870			109			979
Dividends on common stock	(163		)	—			(163		)
Dividends on preferred stock	(37		)	—			(37		)
Balance, end of period	46,178			(1,402		)	44,776

Accumulated other comprehensive income (loss)
Balance, beginning of period	(1,268		)	1,511			243
Cumulative effect of change in accounting principle	—			—			—
Change in unrealized net capital gains and losses	(70		)	—			(70		)
Change in unrealized foreign currency translation adjustments	(14		)	—			(14		)
Change in unrecognized pension and other postretirement benefit cost	68			(83		)	(15		)
Balance, end of period	(1,284		)	1,428			144
Total shareholders’ equity	$	23,633		$	26		$	23,659

	Nine months ended September 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	2,521			181			2,702
Dividends on common stock	(488		)	—			(488		)
Dividends on preferred stock	(105		)	—			(105		)
Balance, end of period	46,178			(1,402		)	44,776

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	(768		)	—			(768		)
Change in unrealized foreign currency translation adjustments	(25		)	3			(22		)
Change in unrecognized pension and other postretirement benefit cost	113			(158		)	(45		)
Balance, end of period	(1,284		)	1,428			144
Total shareholders’ equity	$	23,633		$	26		$	23,659



Condensed Consolidated Statements of Cash Flows (unaudited)
	Previous accounting principle			Impact of change			As reported
($ in millions)	Nine months ended September 30, 2019
Cash flows from operating activities
Net income	$	3,278		$	(204	)	$	3,074
Adjustments to reconcile net income to net cash provided by operating activities:
Pension and other postretirement remeasurement gains and losses	—			365			365
Income taxes	309			(55		)	254
Other operating assets and liabilities	(75		)	(106		)	(181		)
Net cash provided by operating activities	$	3,895		$	—		$	3,895

	Previously reported			Impact of change			As adjusted
($ in millions)	Nine months ended September 30, 2018
Cash flows from operating activities
Net income	$	2,521		$	181		$	2,702
Adjustments to reconcile net income to net cash provided by operating activities:
Pension and other postretirement remeasurement gains and losses	—			(32		)	(32		)
Income taxes	(227		)	49			(178		)
Other operating assets and liabilities	533			(198		)	335
Net cash provided by operating activities	$	3,818		$	—		$	3,818