SCHEDULE II - CONDENSED FINANCIAL INFORMATION OF REGISTRANT

12 Months Ended

Dec. 31, 2011

SCHEDULE II - CONDENSED FINANCIAL INFORMATION OF REGISTRANT

SCHEDULE II - CONDENSED FINANCIAL INFORMATION OF REGISTRANT

THE ALLSTATE CORPORATION AND SUBSIDIARIES
SCHEDULE II –
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
STATEMENTS OF OPERATIONS

	Year Ended December 31,
($ in millions)	2011			2010			2009
Revenues
Investment income, less investment expense	$	16		$	14		$	10
Realized capital gains and losses		28			(1	)		1
Other income		9			11			21
		53			24			32
Expenses
Interest expense		365			365			389
Other operating expenses		63			22			18
		428			387			407
Loss from operations before income tax benefit and equity in net income of subsidiaries		(375	)		(363	)		(375	)
Income tax benefit		(135	)		(135	)		(144	)
Loss before equity in net income of subsidiaries		(240	)		(228	)		(231	)
Equity in net income of subsidiaries		1,027			1,139			1,119
Net income		787			911			888
Other comprehensive income , after-tax
Changes in:
Unrealized net capital gains and losses		452			1,911			3,424
Unrealized foreign currency translation adjustments		(12	)		23			40
Unrecognized pension and other postretirement benefit cost		(239	)		94			(214	)
Other comprehensive income, after-tax		201			2,028			3,250
Comprehensive income	$	988		$	2,939		$	4,138

THE ALLSTATE CORPORATION AND SUBSIDIARIES
SCHEDULE II (CONTINUED) –
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
STATEMENTS OF FINANCIAL POSITION

($ in millions, except par value data)	December 31,
	2011			2010
Assets
Investments in subsidiaries	$	24,660		$	22,407
Fixed income securities, at fair value (amortized cost $446 and $809)		455			824
Short-term investments, at fair value (amortized cost $148 and $1,428)		148			1,428
Cash		5			—
Receivable from subsidiaries		264			269
Other assets		595			335
Total assets	$	26,127		$	25,263
Liabilities
Long-term debt	$	5,850		$	5,850
Pension and other postretirement benefit obligations		1,571			376
Deferred compensation		219			232
Dividends payable to shareholders		109			109
Other liabilities		80			79
Total liabilities		7,829			6,646
Shareholders' equity
Preferred stock, $1 par value, 25 million shares authorized, none issued		—			—
Common stock, $.01 par value, 2.0 billion shares authorized and 900 million issued, 501 million and 533 million shares outstanding		9			9
Additional capital paid-in		3,189			3,176
Retained income		31,909			31,558
Deferred ESOP expense		(43	)		(44	)
Treasury stock, at cost (399 million and 367 million shares)		(16,795	)		(15,910	)
Accumulated other comprehensive income:
Unrealized net capital gains and losses		1,400			948
Unrealized foreign currency translation adjustments		56			68
Unrealized pension and other postretirement benefit cost		(1,427	)		(1,188	)
Total accumulated other comprehensive loss		29			(172	)
Total shareholders' equity		18,298			18,617
Total liabilities and equity	$	26,127		$	25,263

THE ALLSTATE CORPORATION AND SUBSIDIARIES
SCHEDULE II (CONTINUED) –
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
STATEMENTS OF CASH FLOWS

	Year Ended December 31,
($ in millions)	2011			2010			2009
Cash flows from operating activities
Net income	$	787		$	911		$	888
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in net income of subsidiaries		(1,027	)		(1,139	)		(1,119	)
Dividends received from subsidiaries		878			1,384			262
Realized capital gains and losses		(28	)		1			—
Other operating assets and liabilities		77			102			133
Net cash provided by operating activities		687			1,259			164
Cash flows from investing activities
Proceeds from sales and collections of investments		1,045			217			75
Investment purchases		(653	)		(219	)		(858	)
Capital contributions to subsidiaries		—			—			(267	)
Return of investment		27			—			25
Change in short-term investments, net		1,282			(696	)		1,159
Acquisition of subsidiary, net		(1,009	)		—			—
Net cash provided by (used in) investing activities		692			(698	)		134
Cash flows from financing activities
Repayment of long-term debt		—			—			(750	)
Proceeds from issuance of long-term debt		—			—			1,000
Dividends paid to shareholders		(435	)		(430	)		(542	)
Treasury stock purchases		(953	)		(152	)		(4	)
Shares reissued under equity incentive plans, net		19			28			3
Excess tax benefits on share-based payment arrangements		(5	)		(7	)		(5	)
Net cash used in financing activities		(1,374	)		(561	)		(298	)
Net increase in cash		5			—			—
Cash at beginning of year		—			—			—
Cash at end of year	$	5		$	—		$	—

THE ALLSTATE CORPORATION AND SUBSIDIARIES
SCHEDULE II (CONTINUED) –
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
NOTES TO CONDENSED FINANCIAL INFORMATION

1.     General

       The financial statements of the Registrant should be read in conjunction with the consolidated financial statements and notes thereto included in Item 8. The long-term debt presented in Note 12 "Capital Structure" are direct obligations of the Registrant, with the exception of the following obligations as of December 31:

($ in millions)	2011		2010
Long-term:
Federal Home Loan Bank ("FHLB") advances, due 2018	$	14	$	16
Synthetic lease VIE obligations, floating rates, due 2014		44		42

       A majority of the pension and other postretirement benefits plans presented in Note 17 "Benefit Plans" are direct obligations of the Registrant. Effective November 30, 2011, the Registrant became the sponsor of a majority of the pension benefit plans presented in Note 17. Prior to November 30, 2011, a subsidiary of the Registrant was the sponsor of these plans.

2.     Supplemental Disclosures of Non-Cash Investing Activity and Cash Flow Information

       The Registrant's assumption of the obligations associated with the pension benefit plans previously sponsored by a subsidiary of the Registrant resulted in a non-cash decrease in the Registrant's investment in subsidiaries of $713 million, after-tax in 2011.

       The Registrant paid $360 million, $360 million and $380 million of interest on debt in 2011, 2010 and 2009, respectively.