ALLSTATE CORP
For the period ended Dec 31, 2023. Filed Feb 21, 2024.
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FY2023 · Filed Feb 21, 2024
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Item 15. Exhibits and Financial Statement Schedules
The following consolidated financial statements, notes thereto and related information of The Allstate Corporation (the “Company”) are included in Item 8.
Consolidated Statements of Shareholders’ Equity
Notes to the Consolidated Financial Statements
The following additional financial statement schedules are furnished herewith pursuant to the requirements of Form 10-K.
| The Allstate Corporation | Page | |
|---|---|---|
| Schedules required to be filed under the provisions of Regulation S-X Article 7: | ||
| Schedule I | Summary of Investments – Other than Investments in Related Parties | S-1 |
| Schedule II | Condensed Financial Information of Registrant (The Allstate Corporation) | S-2 |
| Schedule III | Supplementary Insurance Information | S-6 |
| Schedule IV | Reinsurance | S-7 |
| Schedule V | Valuation Allowances and Qualifying Accounts | S-8 |
All other schedules are omitted because they are not applicable, or not required, or because the required information is included in the Consolidated Financial Statements or notes thereto.
The following is a list of the exhibits filed as part of this Form 10-K. The exhibit numbers followed by an asterisk (*) indicate exhibits that are management contracts or compensatory plans or arrangements.
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| ExhibitNumber · Exhibit Description · Form · FileNumber · Exhibit · Filing Date · Filed orFurnishedHerewith | |||||
| 2.1 | Stock Purchase Agreement, dated as of January 26, 2021, by and among Allstate Insurance Company, Allstate Financial Insurance Holdings Corporation, and Antelope US Holdings Company (certain schedules and exhibits to the Stock Purchase Agreement are omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish to the Securities and Exchange Commission, upon request, a copy of any omitted schedule or exhibit). | 8-K | 1-11840 | 2.1 | January 27, 2021 |
| 3.1 | Restated Certificate of Incorporation filed with the Secretary of State of Delaware on May 23, 2012 | 8-K | 1-11840 | 3(i) | May 23, 2012 |
| 3.2 | Amended and Restated Bylaws of The Allstate Corporation as amended July 14, 2023 | 8-K | 1-11840 | 3.1 | July 17, 2023 |
| 3.3 | Certificate of Designations with respect to the Preferred Stock, Series H of the Registrant, dated August 5, 2019 | 8-K | 1-11840 | 3.1 | August 5, 2019 |
| 3.4 | Certificate of Designations with respect to the Preferred Stock, Series I of the Registrant, dated November 8, 2019 | 8-K | 1-11840 | 3.1 | November 8, 2019 |
| 3.5 | Certificate of Elimination with respect to the Preferred Stock Series A, C, D, E and F of the Registrant, dated February 20, 2020 | 10-K | 1-11840 | 3.6 | February 21, 2020 |
| 3.6 | Certificate of Elimination with respect to the Preferred Stock, Series G of the Registrant, dated May 1, 2023 | 10-Q | 1-11840 | 3.6 | May 3, 2023 |
| 3.7 | Certificate of Designations with respect to the Preferred Stock, Series J of the Registrant, dated May 16, 2023 | 8-K | 1-11840 | 3.1 | May 18, 2023 |
194 www.allstate.com
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| ExhibitNumber · Exhibit Description · Form · FileNumber · Exhibit · Filing Date · Filed orFurnishedHerewith | |||||
| 4.1 · The Allstate Corporation hereby agrees to furnish to the Commission, upon request, the instruments defining the rights of holders of each issue of its long-term debt and that of its consolidated subsidiaries | |||||
| 4.2 · Description of Registrant’s Securities · X | |||||
| 4.3 | Deposit Agreement, dated August 8, 2019, among the Registrant, Equiniti Trust Company, as depositary, and the holders from time to time of the depositary receipts described therein (Series H) | 8-K | 1-11840 | 4.1 | August 8, 2019 |
| 4.4 | Form of Preferred Stock Certificate, Series H (included as Exhibit A to Exhibit 3.3 above) | 8-K | 1-11840 | 4.2 | August 8, 2019 |
| 4.5 | Form of Depositary Receipt, Series H (included as Exhibit A to Exhibit 4.3 above) | 8-K | 1-11840 | 4.3 | August 8, 2019 |
| 4.6 | Deposit Agreement, dated November 8, 2019, among the Registrant, Equiniti Trust Company, as depositary, and the holders from time to time of the depositary receipts described therein (Series I) | 8-K | 1-11840 | 4.1 | November 8, 2019 |
| 4.7 | Form of Preferred Stock Certificate, Series I (included as Exhibit A to Exhibit 3.4 above) | 8-K | 1-11840 | 4.2 | November 8, 2019 |
| 4.8 | Form of Depositary Receipt, Series I (included as Exhibit A to Exhibit 4.6 above) | 8-K | 1-11840 | 4.3 | November 8, 2019 |
| 4.9 | Deposit Agreement, dated May 18, 2023, among the Registrant, Equiniti Trust Company, as depositary, and the holders from time to time of the depositary receipts described therein (Series J) | 8-K | 1-11840 | 4.1 | May 18, 2023 |
| 4.10 | Form of Preferred Stock Certificate, Series J (included as Exhibit A to Exhibit 3.7 above) | 8-K | 1-11840 | 4.2 | May 18, 2023 |
| 4.11 | Form of Depositary Receipt (included as Exhibit A to Exhibit 4.9 above) | 8-K | 1-11840 | 4.3 | May 18, 2023 |
| 10.1 | Credit Agreement dated November 16, 2020, among The Allstate Corporation, Allstate Insurance Company, and Allstate Life Insurance Company, as Borrowers; the lenders party thereto, Wells Fargo Bank, National Association, as Syndication Agent; Bank of America, N.A., Barclays Bank PLC, Credit Suisse AG, New York Branch, Goldman Sachs Bank USA, Morgan Stanley MUFG Loan Partners, LLC, and U.S. Bank National Association, as Documentation Agents; and JPMorgan Chase Bank, N.A., as Administrative Agent. | 8-K | 1-11840 | 10.1 | November 17, 2020 |
| 10.2 | Amendment No. 1 to Credit Agreement dated as of May 4, 2021 | 10-Q | 1-11840 | 10.1 | May 5, 2021 |
| 10.3 | Amendment No. 2 to Credit Agreement dated as of November 16, 2022 | 10-K | 1-11840 | 10.3 | February 16, 2023 |
| 10.4* | The Allstate Corporation Annual Executive Incentive Plan, as amended and restated effective November 17, 2020 | 10-K | 1-11840 | 10.2 | February 22, 2021 |
| 10.5* | The Allstate Corporation Deferred Compensation Plan, as amended and restated effective January 1, 2019 | S-8 | 1-11840 | 4 | November 20, 2018 |
| 10.6* | The Allstate Corporation 2019 Equity Incentive Plan, as amended and restated effective February 19, 2020 | 10-Q | 1-11840 | 10.1 | May 5, 2020 |
| 10.7* | Form of Performance Stock Award Agreement for awards granted on or after February 19, 2020, under The Allstate Corporation 2019 Equity Incentive Plan to officers subject to reporting obligations under Section 16 of the Securities Exchange Act of 1934 or an executive vice president | 10-Q | 1-11840 | 10.5 | May 5, 2020 |
The Allstate Corporation 195
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| ExhibitNumber · Exhibit Description · Form · FileNumber · Exhibit · Filing Date · Filed orFurnishedHerewith | |||||
| 10.8* | Form of Option Award Agreement for awards granted on or after February 19, 2020, under The Allstate Corporation 2019 Equity Incentive Plan to officers subject to reporting obligations under Section 16 of the Securities Exchange Act of 1934 or an executive vice president | 10-Q | 1-11840 | 10.3 | May 5, 2020 |
| 10.9* | Form of Option Award Agreement for awards granted on or after April 13, 2018, under The Allstate Corporation 2013 Equity Incentive Plan | 10-Q | 1-11840 | 10.3 | May 1, 2018 |
| 10.10* | Form of Option Award Agreement for awards granted on or after February 21, 2012 and prior to April 13, 2018 under The Allstate Corporation 2009 Equity Incentive Plan | 10-Q | 1-11840 | 10.3 | May 2, 2012 |
| 10.11* | Form of Restricted Stock Unit Award Agreement for awards granted on or after February 19, 2020, under The Allstate Corporation 2019 Equity Incentive Plan to officers subject to reporting obligations under Section 16 of the Securities Exchange Act of 1934 or an executive vice president | 10-Q | 1-11840 | 10.4 | May 5, 2020 |
| 10.12* | Supplemental Retirement Income Plan, as amended and restated effective October 19, 2018 | 10-K | 1-11840 | 10.16 | February 15, 2019 |
| 10.13* | The Allstate Corporation Change in Control Severance Plan effective December 30, 2011 | 8-K | 1-11840 | 10.1 | December 28, 2011 |
| 10.14* | Amendment to The Allstate Corporation Change in Control Severance Plan effective March 1, 2021 | 8-K | 1-11840 | 10.1 | March 1, 2021 |
| 10.15* | The Allstate Corporation Deferred Compensation Plan for Non-Employee Directors, as amended and restated effective September 15, 2008 | 8-K | 1-11840 | 10.7 | September 19, 2008 |
| 10.16* | The Allstate Corporation Equity Incentive Plan for Non-Employee Directors, as amended and restated effective September 15, 2008 | 8-K | 1-11840 | 10.5 | September 19, 2008 |
| 10.17* | The Allstate Corporation 2006 Equity Compensation Plan for Non-Employee Directors, as amended and restated effective September 15, 2008 | 8-K | 1-11840 | 10.6 | September 19, 2008 |
| 10.18* | The Allstate Corporation 2017 Equity Compensation Plan for Non-Employee Directors | Proxy | 1-11840 | App. D | April 12, 2017 |
| 10.19* | Form of amended and restated Restricted Stock Unit Award Agreement with regards to awards outstanding on September 15, 2008 under The Allstate Corporation 2006 Equity Compensation Plan for Non-Employee Directors | 8-K | 1-11840 | 10.8 | September 19, 2008 |
| 10.20* | Form of Restricted Stock Unit Award Agreement for awards granted on or after September 15, 2008, and prior to June 1, 2016, under The Allstate Corporation 2006 Equity Compensation Plan for Non-Employee Directors | 8-K | 1-11840 | 10.9 | September 19, 2008 |
| 10.21* | Form of Restricted Stock Unit Award Agreement for awards granted on or after June 1, 2016, and prior to June 1, 2017, under The Allstate Corporation 2006 Equity Compensation Plan for Non-Employee Directors | 10-Q | 1-11840 | 10.2 | August 3, 2016 |
| 10.22* | Form of Restricted Stock Unit Award Agreement for awards granted on or after June 1, 2017, under The Allstate Corporation 2017 Equity Compensation Plan for Non-Employee Directors | 10-Q | 1-11840 | 10.2 | August 1, 2017 |
| 10.23* | Form of Indemnification Agreement between the Registrant and Director | 10-Q | 1-11840 | 10.2 | August 1, 2007 |
| 10.24* | Resolutions regarding Non-Employee Director Compensation adopted November 19, 2021 | 10-K | 1-11840 | 10.31 | February 18, 2022 |
| 10.25* | Resolutions regarding Non-Employee Director Compensation adopted November 18, 2022 | 10-K | 1-11840 | 10.33 | February 16, 2023 |
| 10.26* | Voluntary Retirement Agreement, dated August 18, 2022, between Glenn T. Shapiro and Allstate Insurance Company | 8-K | 1-11840 | 10 | August 18, 2022 |
| 10.27* | Offer Letter dated March 9, 2022 to Robert Toohey | 10-Q | 1-11840 | 10.1 | May 3, 2023 |
196 www.allstate.com
| Incorporated by Reference | ||||||
| ExhibitNumber | Exhibit Description | Form | FileNumber | Exhibit | Filing Date | Filed orFurnishedHerewith |
| 19 | The Allstate Corporation Insider Trading Policy, effective July 14, 2023 | X | ||||
| 21 | Subsidiaries of The Allstate Corporation | X | ||||
| 23 | Consent of Independent Registered Public Accounting Firm | X | ||||
| 31(i) | Rule 13a-14(a) Certification of Principal Executive Officer | X | ||||
| 31(i) | Rule 13a-14(a) Certification of Principal Financial Officer | X | ||||
| 32 | Section 1350 Certifications | X | ||||
| 97 | The Allstate Corporation Clawback Policy, effective July 5, 2023 | X | ||||
| 101.INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | X | ||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema | X | ||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase | X | ||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase | X | ||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase | X | ||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase | X | ||||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | X | ||||
The exhibits are listed in Item 15. (a)(3) above.
The financial statement schedules are listed in Item 15. (a)(2) above.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.