Allstate 10-Q 2024-06-30

Filed 2024-07-31. 7 sections, 475K characters. Original on sec.gov · Markdown · JSON

Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2024

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to ______

Commission file number 1-11840

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THE ALLSTATE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware36-3871531
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)

3100 Sanders Road, Northbrook, Illinois 60062

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (847) 402-2800

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

Title of each classTrading SymbolsName of each exchange on which registered
Common Stock, par value $.01 per shareALLNew York Stock Exchange Chicago Stock Exchange
5.100% Fixed-to-Floating Rate Subordinated Debentures due 2053ALL.PR.BNew York Stock Exchange
Depositary Shares represent 1/1,000th of a share of 5.100% Noncumulative Preferred Stock, Series HALL PR HNew York Stock Exchange
Depositary Shares represent 1/1,000th of a share of 4.750% Noncumulative Preferred Stock, Series IALL PR INew York Stock Exchange
Depositary Shares represent 1/1,000th of a share of 7.375% Noncumulative Preferred Stock, Series JALL PR JNew York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer☒Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of July 12, 2024, the registrant had 264,040,589 common shares, $.01 par value, outstanding.

The Allstate Corporation

Index to Quarterly Report on Form 10-Q

June 30, 2024

Part I Financial InformationPage
Item 1. Financial Statements (unaudited) as of June 30, 2024 and December 31, 2023 and for the Three Month and Six Month Periods Ended June 30, 2024 and 2023
Condensed Consolidated Statements of Operations1
Condensed Consolidated Statements of Comprehensive Income (Loss)2
Condensed Consolidated Statements of Financial Position3
Condensed Consolidated Statements of Shareholders’ Equity4
Condensed Consolidated Statements of Cash Flows5
Notes to Condensed Consolidated Financial Statements (unaudited)6
Report of Independent Registered Public Accounting Firm44
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Highlights45
Property-Liability Operations48
Segment results
Allstate Protection50
Run-off Property-Liability59
Protection Services61
Allstate Health and Benefits63
Investments65
Capital Resources and Liquidity72
Forward-Looking Statements74
Item 4. Controls and Procedures74
Part II Other Information
Item 1. Legal Proceedings75
Item 1A. Risk Factors75
Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities75
Item 5. Other Information75
Item 6. Exhibits76

Condensed Consolidated Financial Statements

Part I. Financial Information

Item 1. Financial Statements

The Allstate Corporation and Subsidiaries

Condensed Consolidated Statements of Operations (unaudited)

(In millions, except per share data)Three months ended June 30,Six months ended June 30,
2024202320242023
Revenues
Property and casualty insurance premiums$13,952$12,470$27,464$24,643
Accident and health insurance premiums and contract charges474453952916
Other revenue6795971,3481,158
Net investment income7126101,4761,185
Net gains (losses) on investments and derivatives(103)(151)(267)(137)
Total revenues15,71413,97930,97327,765
Costs and expenses
Property and casualty insurance claims and claims expense10,80111,72720,30222,053
Accident, health and other policy benefits291258587523
Amortization of deferred policy acquisition costs2,0011,7893,9403,533
Operating costs and expenses2,0191,7863,9043,502
Pension and other postretirement remeasurement (gains) losses(9)(40)(11)(93)
Restructuring and related charges13272354
Amortization of purchased intangibles7082139163
Interest expense9898195184
Total costs and expenses15,28415,72729,07929,919
Income (loss) from operations before income tax expense430(1,748)1,894(2,154)
Income tax expense (benefit)83(373)349(458)
Net income (loss)347(1,375)1,545(1,696)
Less: Net income (loss) attributable to noncontrolling interest16(23)(4)(24)
Net income (loss) attributable to Allstate331(1,352)1,549(1,672)
Less: Preferred stock dividends30375963
Net income (loss) applicable to common shareholders$301$(1,389)$1,490$(1,735)
Earnings per common share:
Net income (loss) applicable to common shareholders per common share - Basic$1.14$(5.29)$5.65$(6.59)
Weighted average common shares - Basic264.1262.6263.8263.1
Net income (loss) applicable to common shareholders per common share - Diluted$1.13$(5.29)$5.58$(6.59)
Weighted average common shares - Diluted267.1262.6266.8263.1

See notes to condensed consolidated financial statements.

Second Quarter 2024 Form 10-Q 1

Condensed Consolidated Financial Statements

The Allstate Corporation and Subsidiaries

Condensed Consolidated Statements of Comprehensive Income (Loss) (unaudited)

($ in millions)Three months ended June 30,Six months ended June 30,
2024202320242023
Net income (loss)$347$(1,375)$1,545$(1,696)
Other comprehensive (loss) income, after-tax
Changes in:
Unrealized net capital gains and losses(119)(272)(334)410
Unrealized foreign currency translation adjustments(23)28(15)78
Unamortized pension and other postretirement prior service credit—(5)(1)(9)
Discount rate for reserve for future policy benefits(1)824(1)
Other comprehensive (loss) income, after-tax(143)(241)(326)478
Comprehensive income (loss)204(1,616)1,219(1,218)
Less: Comprehensive income (loss) a

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

The following discussion highlights significant factors influencing the consolidated financial position and results of operations of The Allstate Corporation (referred to in this document as “we,” “our,” “us,” the “Company” or “Allstate”). It should be read in conjunction with the condensed consolidated financial statements and related notes thereto found under Part I. Item 1. contained herein, and with the discussion, analysis, consolidated financial statements and notes thereto in Part I. Item 1. and Part II. Item 7. and Item 8. of The Allstate Corporation annual report on Form 10-K for 2023, filed February 21, 2024.

Further analysis of our insurance segments is provided in the Property-Liability Operations and Segment Results sections, including Allstate Protection and Run-off Property-Liability, Protection Services and Allstate Health and Benefits, of Management’s Discussion and Analysis (“MD&A”). The segments are consistent with the way in which the chief operating decision maker reviews financial performance and makes decisions about the allocation of resources.

On November 1, 2023, we announced that we are pursuing the sale of the Health and Benefits business. We continue to pursue the sale of the business but have not completed the sale process.

Macroeconomic Impacts

Macroeconomic factors have and may continue to impact the results of our operations, financial condition and liquidity, such as U.S. government fiscal and monetary policies, the Russia/Ukraine and Israel/Hamas conflicts, supply chain disruptions, labor shortages and other factors that have increased inflation.

These factors have affected our operations and may continue to affect our results of operations, financial condition and liquidity and should be considered when comparing the current period to prior periods. This is not inclusive of all potential impacts and should not be treated as such. Within the MD&A, we have included further disclosures related to macroeconomic impacts on our 2024 results.

Corporate Strategy

Our strategy has two components: increase personal property-liability market share and expand protection offerings by leveraging the Allstate brand, customer base and capabilities.

Transformative Growth is about creating a business model, capabilities and culture that continually transform to better serve customers. This is done by providing affordable, simple and connected protection through multiple distribution methods. The ultimate objective is to enhance customer value to drive growth in all businesses.

In the personal property-liability businesses, this has five key components:

  • Improving customer value

  • Expanding customer access

  • Increasing sophistication and investment in customer acquisition

  • Deploying new technology ecosystem

  • Driving organizational transformation

We are expanding protection services businesses utilizing enterprise capabilities and resources such as the Allstate brand, distribution, analytics, claims, investment expertise, talent and capital.

Measuring segment profit or loss

The measure of segment profit or loss used in evaluating performance is underwriting income for the Allstate Protection and Run-off Property-Liability segments and adjusted net income for the Protection Services, Allstate Health and Benefits and Corporate and Other segments. We use these measures in our evaluation of results of operations to analyze profitability.

Underwriting income is calculated as premiums earned and other revenue, less claims and claims expense (“losses”), amortization of deferred policy acquisition costs (“DAC”), operating costs and expenses, amortization or impairment of purchased intangibles and restructuring and related charges, as determined using accounting principles generally accepted in the United States of America (“GAAP”).

Adjusted net income is net income (loss) applicable to common shareholders, excluding:

•Net gains and losses on investments and derivatives
•Pension and other postretirement remeasurement gains and losses
•Amortization or impairment of purchased intangibles
•Gain or loss on disposition
•Adjustments for other significant non-recurring, infrequent or unusual items, when (a) the nature of the charge or gain is such that it is reasonably unlikely to recur within two years, or (b) there has been no similar charge or gain within the prior two years
•Income tax expense or benefit on reconciling items

Second Quarter 2024 Form 10-Q 45

Highlights

Consolidated net income (loss) applicable to common shareholders
($ in millions)
Q1Q2

3699

Consolidated net income applicable to common shareholders was $301 million and $1.49 billion in the second quarter and first six months of 2024, respectively, compared to a loss of $1.39 billion and $1.74 billion in the second quarter and first six months of 2023, respectively, primarily due to improved underwriting results from increased earned premium and improved loss trends. For the twelve months ended June 30, 2024, return on Allstate common shareholders’ equity was 19.3%.
Total revenues
($ in millions)

3707

Total revenues increased 12.4% to $15.71 billion and increased 11.6% to $30.97 billion in the second quarter and first six months of 2024, respectively, compared to the same periods of 2023 due to higher average premium from rate increases and higher net investment income from fixed income securities.
Net investment income
($ in millions)

3717

Net investment income increased $102 million to $712 million in the second quarter of 2024 primarily due to higher market-based investment results, partially offset by lower performance-based investment results. Net investment income increased $291 million to $1.48 billion in the first six months of 2024 compared to the same period of 2023, primarily due to higher market-based and performance-based investment results. Market-based results continue to benefit from portfolio repositioning into higher yielding fixed income securities and higher investment balances.

Financial highlights

Investments totaled $70.60 billion as of June 30, 2024, increasing from $66.68 billion as of December 31, 2023.

Allstate shareholders’ equity was $18.59 billion as of June 30, 2024, increasing from $17.77 billion as of December 31, 2023, primarily due to net income, partially offset by dividends to shareholders and higher unrealized net capital losses on investments.

Book value per diluted common share (ratio of Allstate

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Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures. We maintain disclosure controls and procedures as defined in Rules 13a-15(e) under the Securities Exchange Act of 1934. Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based upon this evaluation, the principal executive officer and the principal financial officer concluded that our disclosure controls and procedures are effective in providing reasonable assurance that material information required to be disclosed in our reports filed with or submitted to the Securities and Exchange Commission under the Securities Exchange Act is made known to management, including the principal executive officer and the principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting. During the fiscal quarter ended June 30, 2024, there have been no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Other Information Part II.

Part II. Other Information

Item 1. Legal Proceedings

Information required for Part II, Item 1 is incorporated by reference to the discussion under the heading “Regulation and compliance” and under the heading “Legal and regulatory proceedings and inquiries” in Note 14 of the condensed consolidated financial statements in Part I, Item 1 of this Form 10-Q.

Item 1A. Risk Factors

There have been no material changes in our risk factors from those disclosed in Part I, Item 1A in our annual report on Form 10-K for the year ended December 31, 2023.

Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities

Issuer Purchases of Equity Securities

PeriodTotal number of shares (or units) purchased (1)Average price paid per share (or unit)Total number of shares (or units) purchased as part of publicly announced plans or programsMaximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs (2)
April 1, 2024 - April 30, 2024
Open Market Purchases2,229$164.11—
May 1, 2024 - May 31, 2024
Open Market Purchases1,257$168.18—
June 1, 2024 - June 30, 2024
Open Market Purchases2,454$164.03—
Total5,940$164.94—$—

(1)In accordance with the terms of its equity compensation plans, Allstate acquired the following shares in connection with the vesting of restricted stock units and performance stock awards and the exercise of stock options held by employees and/or directors. The shares were acquired in satisfaction of withholding taxes due upon exercise or vesting and in payment of the exercise price of the options.

April: 2,229

May: 1,257

June: 2,454

(2)A common share repurchase program has not been authorized as of June 30, 2024.

Item 5. Other Information

During the three months ended June 30, 2024, no director or officer who is required to file reports under Section 16 of the Securities Exchange Act adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Second Quarter 2024 Form 10-Q 75

Item 6. Exhibits

*(a)*Exhibits

The following is a list of exhibits filed as part of this Form 10-Q.

Incorporated by Reference
Exhibit NumberExhibit DescriptionFormFile NumberExhibitFiling DateFiled or Furnished Herewith
3.1Restated Certificate of Incorporation filed with the Secretary of State of Delaware on May 23, 20128-K1-118403(i)May 23, 2012
3.2Amended and Restated Bylaws of The Allstate Corporation as amended July 14, 20238-K1-118403.1July 17, 2023
3.3Certificate of Designations with respect to the Preferred Stock of the Registrant, Series H, dated August 5, 20198-K1-118403.1August 5, 2019
3.4Certificate of Designations with respect to the Preferred Stock of the Registrant, Series I, dated November 6, 20198-K1-118403.1November 8, 2019
3.5Certificate of Elimination with respect to the Preferred Stock, Series A, C, D, E and F of the Registrant, dated February 20, 202010-K1-118403.6February 21, 2020
3.6Certificate of Elimination with respect to the Preferred Stock, Series G of the Registrant, dated May 1, 202310-Q1-118403.6May 3, 2023
3.7Certificate of Designations with respect to the Preferred Stock of the Registrant, Series J, dated May 16, 20238-K1-118403.1May 18, 2023
4The Allstate Corporation hereby agrees to furnish to the Commission, upon request, the instruments defining the rights of holders of each issue of long-term debt of it and its consolidated subsidiaries
15Acknowledgment of awareness from Deloitte & Touche LLP, dated July 31, 2024, concerning unaudited interim financial informationX
31(i)Rule 13a-14(a) Certification of Principal Executive OfficerX
31(i)Rule 13a-14(a) Certification of Principal Financial OfficerX
32Section 1350 CertificationsX
101.INSInline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL documentX
101.SCHInline XBRL Taxonomy Extension Schema DocumentX
101.CALInline XBRL Taxonomy Extension Calculation Linkbase DocumentX
101.DEFInline XBRL Taxonomy Extension Definition Linkbase DocumentX
101.LABInline XBRL Taxonomy Extension Label Linkbase DocumentX
101.PREInline XBRL Taxonomy Extension Presentation Linkbase DocumentX
104Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)X

76 www.allstate.com

Signature

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 thereunto duly authorized.

The Allstate Corporation
(Registrant)
July 31, 2024By/s/ Eric K. Ferren
Eric K. Ferren
Senior Vice President, Controller and Chief Accounting Officer
(Authorized Signatory and Principal Accounting Officer)

Second Quarter 2024 Form 10-Q 77