8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15 (d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): December 9, 2019

THE ALLSTATE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-11840	36-3871531
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

 2775 Sanders Road, Northbrook, Illinois    60062

(Address of principal executive offices)    (Zip Code)

Registrant’s telephone number, including area code  (847) 402-5000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbols	Name of each exchange on which registered
Common Stock, par value $0.01 per share	ALL	New York Stock Exchange Chicago Stock Exchange
5.100% Fixed-to-Floating Rate Subordinated Debentures due 2053	ALL.PR.B	New York Stock Exchange
Depositary Shares represent 1/1,000th of a share of 5.625% Noncumulative Preferred Stock, Series A	ALL PR A	New York Stock Exchange
Depositary Shares represent 1/1,000th of a share of 5.625% Noncumulative Preferred Stock, Series G	ALL PR G	New York Stock Exchange
Depositary Shares represent 1/1,000th of a share of 5.100% Noncumulative Preferred Stock, Series H	ALL PR H	New York Stock Exchange
Depositary Shares represent 1/1,000th of a share of 4.750% Noncumulative Preferred Stock, Series I	ALL PR I	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ____

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Section 8 – Other Events

Item 8.01.   Other Events.

On December 9, 2019, The Allstate Corporation (the “Registrant”) issued a press release announcing that it had called for redemption all 11,500 shares of its Fixed Rate Noncumulative Perpetual Preferred Stock, Series A, par value $1.00 per share and liquidation preference $25,000 per share (the “Series A Preferred Stock”), and the corresponding depositary shares (the “Series A Depositary Shares”), each representing a 1/1,000th interest in a share of the Series A Preferred Stock, on January 15, 2020 (the “Redemption Date”). The Series A Depositary Shares are currently traded on the New York Stock Exchange under the symbol “ALL PR A” (CUSIP No. 020002408).

The Depositary Shares will be redeemed for a redemption price equal to $25.00 per Depositary Share (equivalent to $25,000 per share of Preferred Stock) (the “Redemption Payment”) for a total Redemption Payment of $287,500,000. From and after the Redemption Date, all dividends will cease to accrue on the redeemed Preferred Stock.

On January 15, 2020, a dividend of $0.3515625 per Series A Depositary Share shall be paid in cash to the record holders at the close of business on December 31, 2019. All Depositary Shares are held in book-entry form through The Depository Trust Company.

A copy of the press release is attached hereto as Exhibit 99 and is incorporated by reference herein.

Section 9 – Financial Statements and Exhibits

Item 9.01.                             Financial Statements and Exhibits.

(d)                             Exhibits

Exhibit No.	Description
99	Registrant’s press release dated December 9, 2019.
104	Cover Page Interactive Data File (formatted as inline XBRL).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		THE ALLSTATE CORPORATION
		(Registrant)
		By:	/s/ Daniel G. Gordon
		Name:	Daniel G. Gordon
		Title:	Vice President, Assistant General
			Counsel and Assistant Secretary
Date:	December 9, 2019

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EX-99

Exhibit 99

NEWS

FOR IMMEDIATE RELEASE

Contact:    Greg Burns            Mark Nogal

847-402-5600            847-402-2244

Allstate Announces Redemption of Series A Preferred Stock

NORTHBROOK, Ill., Dec. 9, 2019 – The Allstate Corporation (NYSE: ALL) today announced that on Jan. 15, 2020, it will redeem all of its outstanding Series A Preferred Stock at par for a total redemption payment of $287.5 million. Allstate will use the proceeds of its Nov. 8, 2019, $300 million issuance of 4.75% Fixed Rate Noncumulative Perpetual Preferred Stock, Series I, to fund the redemption. The dividend rate of the securities to be redeemed is 5.625%.

The redemption will include all 11,500 shares of its Fixed Rate Noncumulative Perpetual Preferred Stock, Series A, as well as the corresponding Depositary Shares, each representing a 1/1,000^th interest in a share of the Preferred Stock.

The Depositary Shares are currently traded on the New York Stock Exchange under the symbol “ALL PR A” (CUSIP No. 020002408). The Depositary Shares will be redeemed at a redemption price of $25.00 per Depositary Share.

On Jan. 15, 2019, a dividend in the amount of $0.3515625 per Series A shares will be paid in cash to holders of record at the close of business on Dec. 31, 2019. On and after the redemption date, the Series A Preferred Stock will no longer be deemed outstanding, and no further dividends will be declared or payable on it.

The Depositary Shares are held through The Depository Trust Company (DTC) and will be redeemed in accordance with the procedures of DTC. Payment to DTC will be made by Equiniti Trust Company, Allstate’s redemption agent for the Depositary Shares. Questions about the notice of redemption and related materials should be directed to EQ Shareowner Services by mail at P.O. Box 64858, St. Paul, MN, 55164-0858, Attention: Corporate Actions; by overnight courier at 1110 Centre Pointe Curve, Suite 101, Mendota Heights, MN, 55120-4100, Attention: Corporate Actions.

This news release does not constitute a notice of redemption under the certificate of designations governing the Series A Preferred Stock or the deposit agreement governing the Depositary Shares and is qualified in its entirety by reference to the notice of redemption issued by The Allstate Corporation.

Financial information, including material announcements about The Allstate Corporation, is routinely posted on www.allstateinvestors.com.

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XML

Document and Entity Information Document	Dec. 09, 2019
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Dec. 09, 2019
Entity Registrant Name	ALLSTATE CORP
Entity Incorporation, State or Country Code	DE
Entity File Number	1-11840
Entity Tax Identification Number	36-3871531
Entity Address, Address Line One	2775 Sanders Road
Entity Address, City or Town	Northbrook
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60062
City Area Code	847
Local Phone Number	402-5000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0000899051
Common Stock | NEW YORK STOCK EXCHANGE, INC.
Document Information [Line Items]
Title of 12(b) Security	Common Stock, par value $.01 per share
Trading Symbol	ALL
Security Exchange Name	NYSE
Common Stock | CHICAGO STOCK EXCHANGE, INC
Document Information [Line Items]
Title of 12(b) Security	Common Stock, par value $.01 per share
Trading Symbol	ALL
Security Exchange Name	CHX
Subordinated Debentures Due 2053 at 5.10 Percent
Document Information [Line Items]
Title of 12(b) Security	5.100% Fixed-to-Floating Rate Subordinated Debentures due 2053
Trading Symbol	ALL.PR.B
Security Exchange Name	NYSE
Series A Preferred Stock
Document Information [Line Items]
Title of 12(b) Security	Depositary Shares represent 1/1,000th of a share of 5.625% Noncumulative Preferred Stock, Series A
Trading Symbol	ALL PR A
Security Exchange Name	NYSE
Series G Preferred Stock
Document Information [Line Items]
Title of 12(b) Security	Depositary Shares represent 1/1,000th of a share of 5.625% Noncumulative Preferred Stock, Series G
Trading Symbol	ALL PR G
Security Exchange Name	NYSE
Series H Preferred Stock
Document Information [Line Items]
Title of 12(b) Security	Depositary Shares represent 1/1,000th of a share of 5.100% Noncumulative Preferred Stock, Series H
Trading Symbol	ALL PR H
Security Exchange Name	NYSE
Series I Preferred Stock
Document Information [Line Items]
Title of 12(b) Security	Depositary Shares represent 1/1,000th of a share of 4.750% Noncumulative Preferred Stock, Series I
Trading Symbol	ALL PR I
Security Exchange Name	NYSE