Item 1. Financial Statements
Item 1. Financial Statements
The Allstate Corporation and Subsidiaries
Condensed Consolidated Statements of Operations (unaudited)
($ in millions, except per share data) Three months ended
September 30, Nine months ended September 30,
2021 2020 2021 2020
Revenues
Property and casualty insurance premiums $ 10,615 $ 9,336 $ 31,366 $ 27,794
Accident and health insurance premiums and contract charges 460 287 1,362 832
Other revenue 536 272 1,585 794
Net investment income 764 464 2,446 930
Realized capital gains (losses) 105 319 818 597
Total revenues 12,480 10,678 37,577 30,947
Costs and expenses
Property and casualty insurance claims and claims expense 8,264 6,072 21,514 16,635
Shelter-in-Place Payback expense — — 29 948
Accident and health insurance policy benefits 269 128 746 392
Interest credited to contractholder funds 8 8 25 26
Amortization of deferred policy acquisition costs 1,582 1,386 4,650 4,095
Operating costs and expenses 1,890 1,322 5,304 4,054
Pension and other postretirement remeasurement (gains) losses 40 ( 71 ) ( 404 ) 320
Restructuring and related charges 23 196 145 213
Amortization of purchased intangibles 109 31 267 88
Interest expense 69 78 246 238
Total costs and expenses 12,254 9,150 32,522 27,009
Income from operations before income tax expense 226 1,528 5,055 3,938
Income tax expense 20 312 1,008 779
Net income from continuing operations 206 1,216 4,047 3,159
Income (loss) from discontinued operations, net of tax 325 ( 63 ) ( 3,272 ) ( 207 )
Net income 531 1,153 775 2,952
Less: Net loss attributable to noncontrolling interest ( 7 ) — ( 7 ) —
Net income attributable to Allstate 538 1,153 782 2,952
Less: Preferred stock dividends 30 27 87 89
Net income applicable to common shareholders $ 508 $ 1,126 $ 695 $ 2,863
Earnings per common share applicable to common shareholders
Basic
Continuing operations $ 0.62 $ 3.82 $ 13.31 $ 9.77
Discontinued operations 1.11 ( 0.20 ) ( 10.98 ) ( 0.66 )
Total $ 1.73 $ 3.62 $ 2.33 $ 9.11
Diluted
Continuing operations $ 0.62 $ 3.78 $ 13.11 $ 9.66
Discontinued operations 1.09 ( 0.20 ) ( 10.81 ) ( 0.65 )
Total $ 1.71 $ 3.58 $ 2.30 $ 9.01
Weighted average common shares - Basic 293.1 311.2 298.1 314.1
Weighted average common shares - Diluted 297.9 314.1 302.6 317.9
See notes to condensed consolidated financial statements.
Third Quarter 2021 Form 10-Q 1
Condensed Consolidated Financial Statements
The Allstate Corporation and Subsidiaries
Condensed Consolidated Statements of Comprehensive Income (unaudited)
($ in millions) Three months ended September 30, Nine months ended September 30,
2021 2020 2021 2020
Net income $ 531 $ 1,153 $ 775 $ 2,952
Other comprehensive (loss) income, after-tax
Changes in:
Unrealized net capital gains and losses ( 336 ) 142 ( 1,352 ) 857
Unrealized foreign currency translation adjustments ( 21 ) 25 10 ( 5 )
Unamortized pension and other postretirement prior service credit ( 15 ) 38 ( 44 ) 31
Other comprehensive (loss) income, after-tax ( 372 ) 205 ( 1,386 ) 883
Comprehensive income (loss) 159 1,358 ( 611 ) 3,835
Less: Comprehensive loss attributable to noncontrolling interest ( 7 ) — ( 8 ) —
Comprehensive income (loss) attributable to Allstate $ 166 $ 1,358 $ ( 603 ) $ 3,835
See notes to condensed consolidated financial statements.
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Condensed Consolidated Financial Statements
The Allstate Corporation and Subsidiaries
Condensed Consolidated Statements of Financial Position (unaudited)
($ in millions, except par value data) September 30, 2021 December 31, 2020
Assets
Investments
Fixed income securities, at fair value (amortized cost, net $ 38,811 and $ 40,034 )
$ 39,989 $ 42,565
Equity securities, at fair value (cost $ 2,939 and $ 2,740 )
3,807 3,168
Mortgage loans, net 752 746
Limited partnership interests 7,578 4,563
Short-term, at fair value (amortized cost $ 6,428 and $ 6,807 )
6,428 6,807
Other, net 3,286 1,691
Total investments 61,840 59,540
Cash 690 311
Premium installment receivables, net 8,406 6,463
Deferred policy acquisition costs 4,600 3,774
Reinsurance and indemnification recoverables, net 10,442 7,215
Accrued investment income 339 371
Property and equipment, net 965 1,057
Goodwill 3,389 2,369
Other assets, net 5,966 2,756
Assets held for sale 36,803 42,131
Total assets $ 133,440 $ 125,987
Liabilities
Reserve for property and casualty insurance claims and claims expense $ 33,286 $ 27,610
Reserve for future policy benefits 1,263 1,028
Contractholder funds 863 857
Unearned premiums 19,627 15,946
Claim payments outstanding 1,179 957
Deferred income taxes 711 382
Other liabilities and accrued expenses 9,403 7,840
Long-term debt 7,980 7,825
Liabilities held for sale 32,421 33,325
Total liabilities 106,733 95,770
Commitments and Contingent Liabilities (Note 13)
Equity
Preferred stock and additional capital paid-in, $ 1 par value, 25 million shares authorized, 81.0 thousand shares issued and outstanding, $ 2,025 aggregate liquidation preference
1,970 1,970
Common stock, $ .01 par value, 2.0 billion shares authorized and 900 million issued, 288 million and 304 million shares outstanding
9 9
Additional capital paid-in 3,700 3,498
Retained income 52,736 52,767
Treasury stock, at cost ( 612 million and 596 million shares)
( 33,604 ) ( 31,331 )
Accumulated other comprehensive income:
Unrealized net capital gains and losses 1,828 3,180
Unrealized foreign currency translation adjustments 3 ( 7 )
Unamortized pension and other postretirement prior service credit 87 131
Total accumulated other comprehensive income (“AOCI”) 1,918 3,304
Total Allstate shareholders’ equity 26,729 30,217
Noncontrolling interest ( 22 ) —
Total equity 26,707 30,217
Total liabilities and equity $ 133,440 $ 125,987
See notes to condensed consolidated financial statements.
Third Quarter 2021 Form 10-Q 3
Condensed Consolidated Financial Statements
The Allstate Corporation and Subsidiaries
Condensed Consolidated Statements of Shareholders’ Equity (unaudited)
($ in millions, except per share data) Three months ended September 30, Nine months ended September 30,
2021 2020 2021 2020
Preferred stock par value $ — $ — $ — $ —
Preferred stock additional capital paid-in
Balance, beginning of period 2,170 1,970 1,970 2,248
Acquisition — — 450 —
Preferred stock redemption ( 200 ) — ( 450 ) ( 278 )
Balance, end of period 1,970 1,970 1,970 1,970
Common stock par value 9 9 9 9
Common stock additional capital paid-in
Balance, beginning of period 3,668 3,541 3,498 3,463
Forward contract on accelerated share repurchase agreement — ( 113 ) 113 ( 38 )
Equity incentive plans activity 32 25 89 28
Balance, end of period 3,700 3,453 3,700 3,453
Retained income
Balance, beginning of period 52,464 49,380 52,767 48,074
Cumulative effect of change in accounting principle — — — ( 88 )
Net income 538 1,153 782 2,952
Dividends on common stock (declared per share of $ 0.81 , $ 0.54 , $ 2.43 and $ 1.62 )
( 236 ) ( 170 ) ( 726 ) ( 513 )
Dividends on preferred stock ( 30 ) ( 27 ) ( 87 ) ( 89 )
Balance, end of period 52,736 50,336 52,736 50,336
Treasury stock
Balance, beginning of period ( 32,394 ) ( 30,542 ) ( 31,331 ) ( 29,746 )
Shares acquired ( 1,227 ) ( 798 ) ( 2,390 ) ( 1,700 )
Shares reissued under equity incentive plans, net 17 2 117 108
Balance, end of period ( 33,604 ) ( 31,338 ) ( 33,604 ) ( 31,338 )
Accumulated other comprehensive income
Balance, beginning of period 2,290 2,628 3,304 1,950
Change in unrealized net capital gains and losses ( 336 ) 142 ( 1,352 ) 857
Change in unrealized foreign currency translation adjustments ( 21 ) 25 10 ( 5 )
Change in unamortized pension and other postretirement prior service credit ( 15 ) 38 ( 44 ) 31
Balance, end of period 1,918 2,833 1,918 2,833
Total Allstate shareholders’ equity 26,729 27,263 26,729 27,263
Noncontrolling interest
Balance, beginning of period ( 15 ) — — —
Acquisition — — ( 14 ) —
Change in unrealized net capital gains and losses — — ( 1 ) —
Noncontrolling loss ( 7 ) — ( 7 ) —
Balance, end of period ( 22 ) — ( 22 ) —
Total equity $ 26,707 $ 27,263 $ 26,707 $ 27,263
See notes to condensed consolidated financial statements.
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Condensed Consolidated Financial Statements
The Allstate Corporation and Subsidiaries
Condensed Consolidated Statements of Cash Flows (unaudited)
($ in millions) Nine months ended September 30,
2021 2020
Cash flows from operating activities
Net income $ 775 $ 2,952
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and other non-cash items 818 500
Realized capital (gains) losses ( 1,011 ) ( 682 )
Pension and other postretirement remeasurement (gains) losses ( 404 ) 320
Amortization of deferred gain on reinsurance ( 5 ) ( 3 )
Interest credited to contractholder funds 396 482
Loss on disposition of operations, net of tax 3,754 —
Changes in:
Policy benefits and other insurance reserves 2,375 ( 73 )
Unearned premiums 1,490 710
Deferred policy acquisition costs ( 492 ) ( 55 )
Premium installment receivables, net ( 606 ) ( 153 )
Reinsurance recoverables, net ( 1,973 ) 121
Income taxes 31 ( 617 )
Other operating assets and liabilities ( 903 ) 670
Net cash provided by operating activities 4,245 4,172
Cash flows from investing activities
Proceeds from sales
Fixed income securities 22,610 25,567
Equity securities 3,151 7,544
Limited partnership interests 574 991
Other investments 696 209
Investment collections
Fixed income securities 1,965 1,676
Mortgage loans 747 278
Other investments 421 158
Investment purchases
Fixed income securities ( 22,682 ) ( 31,743 )
Equity securities ( 1,790 ) ( 3,882 )
Limited partnership interests ( 927 ) ( 796 )
Mortgage loans ( 97 ) ( 197 )
Other investments ( 1,470 ) ( 299 )
Change in short-term and other investments, net 854 ( 515 )
Purchases of property and equipment, net ( 286 ) ( 235 )
Acquisition of operations, net of cash acquired ( 3,481 ) 1
Other 4 —
Net cash provided by (used in) investing activities 289 ( 1,243 )
Cash flows from financing activities
Redemption and repayment of long-term debt ( 422 ) —
Redemption of preferred stock ( 450 ) ( 288 )
Contractholder fund deposits 741 749
Contractholder fund withdrawals ( 1,036 ) ( 1,151 )
Dividends paid on common stock ( 650 ) ( 500 )
Dividends paid on preferred stock ( 87 ) ( 82 )
Treasury stock purchases ( 2,257 ) ( 1,737 )
Shares reissued under equity incentive plans, net 108 54
Other ( 12 ) 58
Net cash used in financing activities ( 4,065 ) ( 2,897 )
Net increase in cash, including cash classified as assets held for sale 469 32
Cash from continuing operations at beginning of period 311 273
Cash classified as assets held for sale at beginning of period 66 65
Less: Cash classified as assets held for sale at end of period 156 66
Cash from continuing operations at end of period $ 690 $ 304
See notes to condensed consolidated financial statements.
Third Quarter 2021 Form 10-Q 5
Notes to Condensed Consolidated Financial Statements
The Allstate Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Note 1 General
Basis of presentation
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 (collectively referred to as the “Company” or “Allstate”) and variable interest entities in which the Company is considered a primary beneficiary. 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, 2021 and for the three and nine month periods ended September 30, 2021 and 2020 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, 2020. 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.
The Novel Coronavirus Pandemic or COVID-19 (“Coronavirus”)
The Coronavirus resulted in governments worldwide enacting emergency measures to combat the spread of the virus, including travel restrictions, government-imposed shelter-in-place orders, quarantine periods, social distancing, and restrictions on large gatherings. These measures have moderated in 2021 as vaccines have become more widely available in the United States and Canada. There is no way of predicting with certainty how long the pandemic might last. The Company continues to closely monitor and proactively adapt to developments and changing conditions. Currently, it is not possible to reliably estimate the impact to its operations, but the effects have been and could be material.
Adopted accounting standards
Simplifications to the Accounting for Income Taxes Effective January 1, 2021, the Company adopted new Financial Accounting Standards Board (“FASB”) guidance which simplified the accounting for income taxes by eliminating certain exceptions and clarifying certain guidance. The adoption had an immaterial impact on the Company’s results of operations and financial position.
Changes to the Disclosure Requirements for Defined Benefit Plans Effective January 1, 2021, the Company adopted new FASB guidance to modify certain annual disclosure requirements for defined benefit plans. New disclosures include 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 eliminated include amounts 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 the assumed health care cost trend rate on service and interest cost and on the accumulated benefit obligation. The impacts of adoption are to the Company’s annual disclosures only.
Significant accounting policies
Consolidation of Variable Interest Entities (“VIEs”) A VIE is a legal entity that does not have sufficient equity at risk to finance its activities without additional financial support or is structured such that equity investors lack the ability to make significant decisions relating to the entity’s operations through voting rights or do not participate in the gains and losses of the entity. The Company consolidates VIEs in which the Company is deemed the primary beneficiary. The primary beneficiary is the entity that has both (1) the obligation to absorb losses or the right to receive benefits that could be potentially significant to the VIE and (2) the power to direct the activities of the VIE that most significantly affect that entity’s economic performance.
Discontinued Operations and Held for Sale
A business is classified as held for sale when management having the authority to approve the action commits to a plan to sell the business, the sale is probable to occur during the next 12 months at a price that is reasonable in relation to its current fair value and certain other criteria are met. A business classified as held for sale is recorded at the lower of its carrying amount or estimated fair value less cost to sell. When the carrying amount of the business exceeds its estimated fair value less cost to sell, a loss is recognized and updated each reporting period as appropriate.
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Notes to Condensed Consolidated Financial Statements
The results of operations of business classified as held for sale are reported as discontinued operations if the disposal represents a strategic shift that will have a major effect on the entity’s operations and financial results. The disposal of a reportable segment generally qualifies for discontinued operations presentation.
When a business is identified for discontinued operations reporting:
• Results for prior periods are retrospectively reclassified as discontinued operations
• Results of operations are reported in a single line, net of tax, in the Condensed Consolidated Statements of Operations
• Assets and liabilities are reported as held for sale in the Condensed Consolidated Statements of Financial Position in the period in which the business is classified as held for sale
Additional details by major classification of operating results and financial position are included in Note 3.
Pending accounting standards
Accounting for Long-Duration Insurance Contracts In August 2018, the FASB issued guidance revising the accounting for certain long-duration insurance contracts. As disclosed in Note 3, the Company sold substantially all of its life and annuity business in scope of the new standard. The Company’s reserves and deferred policy acquisition costs (“DAC”) for certain voluntary and individual life and accident and health insurance products not held for sale are subject to the new guidance.
Under the new guidance, measurement assumptions, including those for mortality, morbidity and policy terminations, will be required to be reviewed at least annually, and updated as appropriate. The effects of updating 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 that is updated through other comprehensive income (“OCI”) at each reporting date. Current GAAP requires the measurement of reserves to utilize assumptions set at policy issuance unless updated current assumptions indicate that recorded reserves are deficient.
The new guidance also requires 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 is effective for financial statements issued for reporting periods beginning after December 15, 2022 and restatement of prior periods presented is required. The new guidance will be applied to affected contracts and DAC on the basis of existing carrying amounts at the earliest period presented.
The Company is evaluating the anticipated impacts of applying the new guidance to both retained income and AOCI and does not anticipate the financial statement impact of adopting the new guidance to be material to the Company’s results of operations or financial position due to the dispositions of Allstate Life Insurance Company and Allstate Life Insurance Company of New York.
Third Quarter 2021 Form 10-Q 7
Notes to Condensed Consolidated Financial Statements
Note 2 Earnings per Common Share
Basic earnings per common share is computed using the weighted average number of common shares outstanding, including vested unissued participating restricted stock units. Diluted earnings per common share is computed using the weighted average number of common and dilutive potential common shares outstanding.
For the Company, dilutive potential common shares consist of outstanding stock options, unvested
non-participating restricted stock units and contingently issuable performance stock awards. The effect of dilutive potential common shares does not include the effect of options with an anti-dilutive effect on earnings per common share because their exercise prices exceed the average market price of Allstate common shares during the period or for which the unrecognized compensation cost would have an anti-dilutive effect.
Computation of basic and diluted earnings per common share
(In millions, except per share data) Three months ended September 30, Nine months ended September 30,
2021 2020 2021 2020
Numerator:
Net income from continuing operations $ 206 $ 1,216 $ 4,047 $ 3,159
Less: Net loss attributable to noncontrolling interest ( 7 ) — ( 7 ) —
Net income from continuing operations attributable to Allstate 213 1,216 4,054 3,159
Less: Preferred stock dividends
30 27 87 89
Net income from continuing operations applicable to common shareholders 183 1,189 3,967 3,070
Income (loss) from discontinued operations, net of tax 325 ( 63 ) ( 3,272 ) ( 207 )
Net income applicable to common shareholders $ 508 $ 1,126 $ 695 $ 2,863
Denominator:
Weighted average common shares outstanding
293.1 311.2 298.1 314.1
Effect of dilutive potential common shares:
Stock options
3.1 1.6 2.9 2.3
Restricted stock units (non-participating) and performance stock awards
1.7 1.3 1.6 1.5
Weighted average common and dilutive potential common shares outstanding
297.9 314.1 302.6 317.9
Earnings per common share applicable to common shareholders
Basic
Continuing operations $ 0.62 $ 3.82 $ 13.31 $ 9.77
Discontinued operations 1.11 ( 0.20 ) ( 10.98 ) ( 0.66 )
Total $ 1.73 $ 3.62 $ 2.33 $ 9.11
Diluted
Continuing operations $ 0.62 $ 3.78 $ 13.11 $ 9.66
Discontinued operations 1.09 ( 0.20 ) ( 10.81 ) ( 0.65 )
Total $ 1.71 $ 3.58 $ 2.30 $ 9.01
Anti-dilutive options excluded from diluted earnings per common share
0.6 4.2 1.3 3.0
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Notes to Condensed Consolidated Financial Statements
Note 3 Acquisitions and Dispositions
Acquisitions
SafeAuto On June 1, 2021, the Company announced an agreement to acquire Safe Auto Insurance Group, Inc. (“SafeAuto”), a non-standard auto insurance carrier focused on providing state-minimum private-passenger auto insurance with coverage options in 28 states.
Subsequent event On October 1, 2021, the Company completed the acquisition of SafeAuto for $ 262 million in cash.
National General On January 4, 2021, the Company completed the acquisition of National General Holdings Corp. (“National General”), an insurance holding company serving customers predominantly through independent agents for property and casualty and accident and health products.
National General provides personal and commercial automobile, homeowners, umbrella, recreational vehicle, motorcycle, lender-placed, health and other niche insurance products. This acquisition will increase the Company’s market share in personal property-liability and enhance its independent agent distribution platform.
Assets and liabilities recognized in the National General acquisition (1)
($ in millions) January 4, 2021
Assets
Investments $ 4,957
Cash 400
Premiums and other receivables, net 1,539
Deferred acquisition costs (value of business acquired) 317
Reinsurance recoverables, net 1,212
Intangible assets 1,199
Other assets 736
Goodwill (2)
1,010
Total assets 11,370
Liabilities
Reserve for property and casualty insurance claims and claims expense 2,765
Reserve for future policy benefits 186
Unearned premiums 2,245
Reinsurance payable 363
Debt (3)
593
Deferred tax liabilities 145
Other liabilities 763
Total liabilities $ 7,060
(1) The amounts reflect preliminary allocation of assets acquired and liabilities assumed. The acquisition date fair values of assets and liabilities, including insurance reserves and intangible assets, as well as the related estimated useful lives of intangibles, are preliminary estimates and are subject to revisions within one year of acquisition date.
(2) $ 637 million, $ 22 million and $ 351 million of goodwill were allocated to the Allstate Protection, Protection Services and Allstate Health and Benefits segments, respectively, and is non-deductible for income tax purposes. Goodwill is primarily attributable to expected synergies and future growth opportunities.
(3) Subsequent to the acquisition, the Company repaid $ 100 million of 7.625 % Subordinated Notes and $ 72 million of Subordinated Debentures on February 3, 2021 and March 15, 2021, respectively. As of September 30, 2021, the Company had principal balance remaining of $ 350 million 6.750 % Senior Notes due 2024, with a fair value adjustment of $ 50 million.
Intangible assets by type
($ in millions) January 4, 2021
Distribution and customer relationships $ 795
Trade names 102
Licenses 97
Technology 205
Total $ 1,199
Intangible assets (reported in other assets in the Condensed Consolidated Statements of Financial Position) consist of capitalized costs, primarily of the
estimated fair value of distribution and customer relationships, trade names, licenses and technology assets. The estimated useful lives of these assets generally range from 3 to 10 years.
The estimated fair value of distribution and customer relationship intangible assets was determined using an income approach that considered cash flows and profits expected to be generated by the acquired relationships, a weighted-average cost of capital discount rate reflecting the relative risk of achieving the anticipated cash flows, profits, the time value of money, and other relevant inputs. Technology and trade names were valued using estimated useful
Third Quarter 2021 Form 10-Q 9
Notes to Condensed Consolidated Financial Statements
lives and market licensing rates discounted at a weighted-average cost of capital. Licenses are primarily insurance licenses which were valued using the median value of market transactions executed over an extended observation period.
Licenses are considered to have an indefinite useful life and are reviewed for impairment at least annually or more frequently if circumstances arise that indicate an impairment may have occurred. An impairment is recognized if the carrying amount of the asset exceeds its estimated fair value.
Intangible assets are carried at cost less accumulated amortization. Amortization expense is primarily calculated using accelerated amortization methods. Amortization expense on intangible assets was $ 76 million and $ 175 million for the three and nine months ended September 30, 2021, respectively, and the Company expects to recognize $ 76 million of amortization expense for the remainder of 2021.
Estimated amortization expense of National General intangible assets for the next five years and thereafter
($ in millions)
2022 $ 218
2023 185
2024 135
2025 103
2026 70
Thereafter 140
Total amortization $ 851
Value of business acquired (reported in DAC in the Condensed Consolidated Statements of Financial Position) recognized in connection with the acquisition of National General represents the value of future profits expected to be earned over the lives of the contracts acquired determined using a weighted-average cost of capital discount and other relevant assumptions. These costs are amortized over the policy term of the contracts in force at the acquisition date, generally over six or twelve months . The value of business acquired asset recognized in connection with the National General acquisition totaled $ 317 million; the most significant portion relates to insurance contracts in the Allstate Protection segment. Amortization expense of the value of business acquired was $ 61 million and $ 293 million for the three and nine months ended September 30, 2021, respectively, and the Company expects to record an additional $ 24 million in 2021.
Other fair value adjustments included an increase in reserves of $ 62 million, a $ 13 million reduction to investments that were not held at fair value, and a net increase in current and deferred tax liabilities of $ 128 million.
Preferred stock Subsequent to the acquisition, the Company redeemed all outstanding shares of 7.50 % Non-Cumulative Preferred Stock, Series A, par value $ 0.01 per share, all outstanding Depositary shares, representing 1/40th of a Share of 7.50 % Non-Cumulative Preferred Stock, Series B, and the
underlying shares of 7.50 % Non-Cumulative Preferred Stock, Series B, par value $ 0.01 per share, and all outstanding shares of Fixed/Floating Rate Non-Cumulative Convertible Preferred Stock, Series D, par value $ 0.01 per share for a total redemption payment of $ 250 million.
On July 15, 2021, the Company redeemed all outstanding Depositary shares, representing 1/40th of a share of National General’s 7.50 % Noncumulative Preferred Stock, Series C, and the underlying shares of 7.50 % Noncumulative Preferred Stock, Series C, par value $ 0.01 per share for a total redemption payment of $ 200 million.
Transactions costs (reported in operating costs and expenses in the Condensed Consolidated Statements of Operations) of $ 22 million related to the acquisition were expensed as incurred in the Corporate and Other segment.
Dispositions
On January 26, 2021, the Company entered into a Stock Purchase Agreement with Everlake US Holdings Company (formerly Antelope US Holdings Company), an affiliate of an investment fund associated with The Blackstone Group Inc. to sell Allstate Life Insurance Company and certain affiliates.
On March 29, 2021, the Company entered into a Stock Purchase Agreement with Wilton Reassurance Company to sell Allstate Life Insurance Company of New York.
Subsequent event On October 1, 2021, the Company closed the sale of Allstate Life Insurance Company of New York to Wilton Reassurance Company for $ 400 million. On November 1, 2021, the Company closed the sale of Allstate Life Insurance Company and certain affiliates to entities managed by Blackstone for total proceeds of $ 4 billion, including $ 2.8 billion purchase price, as well as increases in statutory surplus.
A loss on disposition of $ 4 billion, after-tax, was recorded in the first quarter of 2021 related to these transactions. For the nine months ended September 30, 2021, the loss on disposition was $ 3.8 billion, after-tax, and reflects purchase price adjustments associated with certain pre-close transactions specified in the stock purchase agreements, changes in statutory capital and surplus prior to the closing dates and the closing date equity of the sold entities determined under GAAP, excluding unrealized gains and losses on fixed income securities.
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Notes to Condensed Consolidated Financial Statements
Beginning in the first quarter of 2021, the assets and liabilities of the business were reclassified as held for sale and results are presented as discontinued operations. This change was applied on a retrospective basis.
Financial results from discontinued operations
Three months ended September 30, Nine months ended September 30,
($ in millions) 2021 2020 2021 2020
Revenues
Life premiums and contract charges $ 331 $ 333 $ 1,007 $ 1,009
Net investment income 427 368 1,251 732
Realized capital gains (losses) 4 121 193 85
Total revenues 762 822 2,451 1,826
Costs and expenses
Life contract benefits 411 599 1,207 1,333
Interest credited to contractholder funds 127 142 371 456
Amortization of DAC 27 106 84 147
Operating costs and expenses 45 58 151 176
Restructuring and related charges 7 4 30 6
Total costs and expenses 617 909 1,843 2,118
Amortization of deferred gain on reinsurance 1 1 5 3
Income (loss) from discontinued operations before income tax expense 146 ( 86 ) 613 ( 289 )
Income tax expense (benefit) 38 ( 23 ) 131 ( 82 )
Income (loss) from discontinued operations, net of tax 108 ( 63 ) 482 ( 207 )
Loss on disposition of operations 89 — ( 4,048 ) —
Income tax benefit ( 128 ) — ( 294 ) —
Loss on disposition of operations, net of tax 217 — ( 3,754 ) —
Income (loss) from discontinued operations, net of tax $ 325 $ ( 63 ) $ ( 3,272 ) $ ( 207 )
Major classes of assets and liabilities to be transferred in transactions
($ in millions) September 30, 2021 December 31, 2020
Assets
Investments
Fixed income securities, at fair value (amortized cost, net $ 25,673 and $ 21,417 )
$ 27,469 $ 23,789
Equity securities, at fair value (cost $ 23 and $ 1,113 )
16 1,542
Mortgage loans, net 2,719 3,329
Limited partnership interests 1,633 3,046
Short-term, at fair value (amortized cost $ 1,155 and $ 993 )
1,155 993
Other, net 827 1,998
Total investments 33,819 34,697
Cash 156 66
Deferred policy acquisitions costs 992 925
Reinsurance recoverables, net 1,930 2,005
Accrued investment income 242 229
Other assets 359 865
Separate accounts 3,335 3,344
Assets held for sale 40,833 42,131
Less: loss accrual 4,030 —
Total assets held for sale $ 36,803 $ 42,131
Liabilities
Reserve for future policy benefits $ 11,579 $ 11,740
Contractholder funds 15,897 16,356
Deferred income taxes 945 973
Other liabilities and accrued expenses 665 912
Separate accounts 3,335 3,344
Total liabilities held for sale $ 32,421 $ 33,325
Third Quarter 2021 Form 10-Q 11
Notes to Condensed Consolidated Financial Statements
Cash flows from discontinued operations
Nine months ended September 30,
($ in millions) 2021 2020
Net cash provided by operating activities from discontinued operations $ 888 $ 104
Net cash (used in) provided by investing activities from discontinued operations ( 405 ) 264
Note 4 Reportable Segments
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 (previously Discontinued Lines and Coverages) segments and adjusted net income for the Protection Services, Allstate Health and Benefits (previously Allstate Benefits) and Corporate and Other segments.
National General results are included in the following segments:
• Property and casualty - Allstate Protection
• Accident and health - Allstate Health and Benefits
• Technology solutions - Protection Services
Underwriting income is calculated as premiums earned and other revenue, less claims and claims expenses (“losses”), Shelter-in-Place Payback expense, amortization of DAC, operating costs and expenses, amortization or impairment of purchased intangibles and restructuring and related charges as determined using GAAP.
Adjusted net income is net income (loss) applicable to common shareholders, excluding:
• Realized capital gains and losses except for periodic settlements and accruals on non-hedge derivative instruments, which are reported with realized capital gains and losses but included in adjusted net income
• Pension and other postretirement remeasurement gains and losses
• Business combination expenses and the amortization or impairment of purchased intangibles
• Income or loss from discontinued operations
• 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
A reconciliation of these measures to net income (loss) applicable to common shareholders is provided below.
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Notes to Condensed Consolidated Financial Statements
Reportable segments financial performance
Three months ended September 30, Nine months ended September 30,
($ in millions) 2021 2020 2021 2020
Underwriting income (loss) by segment
Allstate Protection $ ( 421 ) $ 887 $ 1,670 $ 3,143
Run-off Property-Liability
( 113 ) ( 135 ) ( 118 ) ( 141 )
Total Property-Liability ( 534 ) 752 1,552 3,002
Adjusted net income (loss) by segment, after-tax
Protection Services 45 40 150 115
Allstate Health and Benefits
33 33 160 62
Corporate and Other ( 95 ) ( 111 ) ( 330 ) ( 317 )
Reconciling items
Property-Liability net investment income 710 422 2,314 802
Realized capital gains (losses) 105 319 818 597
Pension and other postretirement remeasurement gains (losses) ( 40 ) 71 404 ( 320 )
Curtailment gains (losses) — 8 — 8
Business combination expenses and amortization of purchased intangibles (1)
( 34 ) ( 28 ) ( 124 ) ( 81 )
Business combination fair value adjustment — — 6 —
Income tax expense on reconciling items ( 14 ) ( 317 ) ( 990 ) ( 798 )
Total reconciling items 727 475 2,428 208
Income (loss) from discontinued operations 235 ( 86 ) ( 3,435 ) ( 289 )
Income tax benefit from discontinued operations 90 23 163 82
Total from discontinued operations $ 325 $ ( 63 ) $ ( 3,272 ) $ ( 207 )
Less: Net loss attributable to noncontrolling interest ( 7 ) — ( 7 ) —
Net income applicable to common shareholders $ 508 $ 1,126 $ 695 $ 2,863
(1) Excludes amortization of purchased intangibles in Property-Liability, which is included above in underwriting income.
Third Quarter 2021 Form 10-Q 13
Notes to Condensed Consolidated Financial Statements
Reportable segments revenue information
($ in millions) Three months ended September 30, Nine months ended September 30,
2021 2020 2021 2020
Property-Liability
Insurance premiums
Auto $ 6,912 $ 6,210 $ 20,604 $ 18,537
Homeowners 2,522 2,073 7,325 6,164
Other personal lines 521 486 1,545 1,435
Commercial lines 204 183 590 560
Allstate Protection 10,159 8,952 30,064 26,696
Run-off Property-Liability
— — — —
Total Property-Liability insurance premiums 10,159 8,952 30,064 26,696
Other revenue 365 220 1,071 639
Net investment income 710 422 2,314 802
Realized capital gains (losses) 94 292 763 571
Total Property-Liability 11,328 9,886 34,212 28,708
Protection Services
Protection plans 295 236 834 661
Roadside assistance 50 48 144 143
Finance and insurance products 111 100 324 294
Intersegment premiums and service fees (1)
46 36 133 109
Other revenue 85 52 263 155
Net investment income 10 12 32 33
Realized capital gains (losses) 4 14 20 9
Total Protection Services 601 498 1,750 1,404
Allstate Health and Benefits
Employer voluntary benefits 251 287 769 832
Group health 90 — 260 —
Individual accident and health 119 — 333 —
Other revenue 85 — 248 —
Net investment income 18 18 56 58
Realized capital gains (losses) ( 1 ) 3 5 —
Total Allstate Health and Benefits
562 308 1,671 890
Corporate and Other
Other revenue 1 — 3 —
Net investment income 26 12 44 37
Realized capital gains (losses) 8 10 30 17
Total Corporate and Other 35 22 77 54
Intersegment eliminations (1)
( 46 ) ( 36 ) ( 133 ) ( 109 )
Consolidated revenues $ 12,480 $ 10,678 $ 37,577 $ 30,947
(1) Intersegment insurance premiums and service fees are primarily related to Arity and Allstate Roadside and are eliminated in the condensed consolidated financial statements.
14 www.allstate.com
Notes to Condensed Consolidated Financial Statements
Note 5 Investments
Portfolio composition
($ in millions) September 30, 2021 December 31, 2020
Fixed income securities, at fair value $ 39,989 $ 42,565
Equity securities, at fair value 3,807 3,168
Mortgage loans, net 752 746
Limited partnership interests 7,578 4,563
Short-term investments, at fair value 6,428 6,807
Other, net 3,286 1,691
Total $ 61,840 $ 59,540
Amortized cost, gross unrealized gains (losses) and fair value for fixed income securities
($ in millions) Amortized cost, net Gross unrealized Fair
value
Gains Losses
September 30, 2021
U.S. government and agencies $ 3,035 $ 22 $ ( 15 ) $ 3,042
Municipal 7,117 318 ( 18 ) 7,417
Corporate 26,515 963 ( 111 ) 27,367
Foreign government 1,054 12 ( 7 ) 1,059
ABS 1,057 14 ( 1 ) 1,070
MBS 33 1 — 34
Total fixed income securities $ 38,811 $ 1,330 $ ( 152 ) $ 39,989
December 31, 2020
U.S. government and agencies $ 2,058 $ 50 $ ( 1 ) $ 2,107
Municipal 7,100 480 ( 2 ) 7,578
Corporate 29,057 1,986 ( 26 ) 31,017
Foreign government 921 37 — 958
ABS 840 9 ( 3 ) 846
MBS 58 1 — 59
Total fixed income securities $ 40,034 $ 2,563 $ ( 32 ) $ 42,565
Scheduled maturities for fixed income securities
($ in millions) September 30, 2021
Amortized cost, net Fair value
Due in one year or less $ 920 $ 928
Due after one year through five years 17,788 18,257
Due after five years through ten years 13,763 14,209
Due after ten years 5,250 5,491
37,721 38,885
ABS and MBS 1,090 1,104
Total $ 38,811 $ 39,989
Actual maturities may differ from those scheduled as a result of calls and make-whole payments by the issuers. ABS and MBS are shown separately because of potential prepayment of principal prior to contractual maturity dates.
Third Quarter 2021 Form 10-Q 15
Notes to Condensed Consolidated Financial Statements
Net investment income
($ in millions) Three months ended September 30, Nine months ended September 30,
2021 2020 2021 2020
Fixed income securities $ 279 $ 314 $ 870 $ 918
Equity securities 24 18 51 49
Mortgage loans 9 8 31 25
Limited partnership interests 438 123 1,467 ( 71 )
Short-term investments 1 2 3 15
Other 50 29 139 91
Investment income, before expense 801 494 2,561 1,027
Investment expense ( 37 ) ( 30 ) ( 115 ) ( 97 )
Net investment income
$ 764 $ 464 $ 2,446 $ 930
Realized capital gains (losses) by asset type
($ in millions) Three months ended September 30, Nine months ended September 30,
2021 2020 2021 2020
Fixed income securities $ 86 $ 216 $ 355 $ 758
Equity securities 6 114 322 ( 148 )
Mortgage loans — 1 19 ( 2 )
Limited partnership interests ( 15 ) 15 1 ( 56 )
Derivatives 46 ( 30 ) 54 62
Other ( 18 ) 3 67 ( 17 )
Realized capital gains (losses) $ 105 $ 319 $ 818 $ 597
Realized capital gains (losses) by transaction type
($ in millions)
Three months ended September 30, Nine months ended September 30,
2021 2020 2021 2020
Sales $ 80 $ 214 $ 441 $ 762
Credit losses ( 12 ) 7 2 ( 29 )
Valuation of equity investments (1)
( 9 ) 128 321 ( 198 )
Valuation and settlements of derivative instruments 46 ( 30 ) 54 62
Realized capital gains (losses) $ 105 $ 319 $ 818 $ 597
(1) Includes valuation of equity securities and certain limited partnership interests where the underlying assets are predominately public equity securities.
Gross realized gains (losses) on sales of fixed income securities
($ in millions) Three months ended September 30, Nine months ended September 30,
2021 2020 2021 2020
Gross realized gains $ 104 $ 228 $ 460 $ 926
Gross realized losses ( 18 ) ( 11 ) ( 106 ) ( 164 )
The following table presents the net pre-tax appreciation (decline) recognized in net income of equity securities and limited partnership interests carried at fair value that are still held as of September 30, 2021 and 2020, respectively.
Net appreciation (decline) recognized in net income
($ in millions) Three months ended September 30, Nine months ended September 30,
2021 2020 2021 2020
Equity securities $ ( 20 ) $ 105 $ 170 $ ( 5 )
Limited partnership interests carried at fair value
137 73 415 20
Total $ 117 $ 178 $ 585 $ 15
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Notes to Condensed Consolidated Financial Statements
Credit losses recognized in net income
($ in millions) Three months ended September 30, Nine months ended September 30,
2021 2020 2021 2020
Assets
Fixed income securities:
Corporate $ — $ ( 1 ) $ — $ ( 2 )
ABS — — 1 ( 2 )
Total fixed income securities — ( 1 ) 1 ( 4 )
Mortgage loans — 1 17 ( 2 )
Limited partnership interests — — — ( 6 )
Other investments
Bank loans ( 13 ) 6 ( 16 ) ( 18 )
Agent loans 1 — — —
Total credit losses by asset type $ ( 12 ) $ 6 $ 2 $ ( 30 )
Liabilities
Commitments to fund commercial mortgage loans, bank loans and agent loans — 1 — 1
Total $ ( 12 ) $ 7 $ 2 $ ( 29 )
Third Quarter 2021 Form 10-Q 17
Notes to Condensed Consolidated Financial Statements
Unrealized net capital gains and losses included in AOCI
($ in millions) Fair
value
Gross unrealized Unrealized net
gains (losses)
September 30, 2021 Gains Losses
Fixed income securities $ 39,989 $ 1,330 $ ( 152 ) $ 1,178
Short-term investments 6,428 — — —
Derivative instruments — — ( 3 ) ( 3 )
Equity method of accounting (“EMA”) limited partnerships (1)
—
Investments classified as held for sale 1,796
Unrealized net capital gains and losses, pre-tax 2,971
Amounts recognized for:
Insurance reserves (2)
( 383 )
DAC and DSI (3)
( 271 )
Reclassification of noncontrolling interest 2
Amounts recognized ( 652 )
Deferred income taxes ( 491 )
Unrealized net capital gains and losses, after-tax $ 1,828
December 31, 2020
Fixed income securities $ 42,565 $ 2,563 $ ( 32 ) $ 2,531
Short-term investments 6,807 — — —
Derivative instruments — — ( 3 ) ( 3 )
EMA limited partnerships
( 1 )
Investments classified as held for sale 2,369
Unrealized net capital gains and losses, pre-tax 4,896
Amounts recognized for:
Insurance reserves ( 496 )
DAC and DSI ( 364 )
Amounts recognized ( 860 )
Deferred income taxes ( 856 )
Unrealized net capital gains and losses, after-tax $ 3,180
(1) Unrealized net capital gains and losses for limited partnership interests represent the Company’s share of EMA limited partnerships’ OCI. Fair value and gross unrealized gains and losses are not applicable.
(2) The insurance reserves adjustment represents the amount by which the reserve balance would increase if the net unrealized gains in the applicable product portfolios were realized and reinvested at lower interest rates, resulting in a premium deficiency. This adjustment primarily relates to structured settlement annuities with life contingencies (a type of immediate fixed annuity), which are now classified as held for sale.
(3) The DAC and DSI adjustment balance represents the amount by which the amortization of DAC and DSI would increase or decrease if the unrealized gains or losses in the respective product portfolios were realized. This adjustment relates to life insurance products, which are now primarily classified as held for sale.
Change in unrealized net capital gains (losses)
($ in millions) Nine months ended September 30, 2021
Fixed income securities $ ( 1,353 )
Short-term investments —
Derivative instruments —
EMA limited partnerships 1
Investments classified as held for sale ( 573 )
Total ( 1,925 )
Amounts recognized for:
Insurance reserves 113
DAC and DSI 93
Reclassification of noncontrolling interest 2
Amounts recognized 208
Deferred income taxes 365
Decrease in unrealized net capital gains and losses, after-tax $ ( 1,352 )
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Notes to Condensed Consolidated Financial Statements
Carrying value for limited partnership interests
($ in millions) September 30, 2021 December 31, 2020
EMA Fair Value Total EMA Fair Value Total
Private equity $ 4,679 $ 1,496 $ 6,175 $ 2,667 $ 988 $ 3,655
Real estate 903 59 962 623 74 697
Other (1)
441 — 441 211 — 211
Total (2)
$ 6,023 $ 1,555 $ 7,578 $ 3,501 $ 1,062 $ 4,563
(1) Other consists of certain limited partnership interests where the underlying assets are predominately public equity and debt securities.
(2) Carrying value for limited partnership interests as of September 30, 2021 includes certain investments which were classified as assets held for sale as of December 31, 2020 and March 31, 2021, and transferred to continuing operations in the first and second quarter of 2021, respectively.
Short-term investments Short-term investments, including money market funds, commercial paper, U.S. Treasury bills and other short-term investments, are carried at fair value. As of September 30, 2021 and December 31, 2020, the fair value of short-term investments totaled $ 6.43 billion and $ 6.81 billion, respectively.
Other investments Other investments primarily consist of bank loans, real estate, policy loans, agent loans and derivatives. Bank loans are primarily senior secured corporate loans and are carried at amortized cost, net. Policy loans are carried at unpaid principal balances. Real estate is carried at cost less accumulated depreciation. Agent loans are loans issued to exclusive Allstate agents and are carried at amortized cost, net. Derivatives are carried at fair value.
Other investments by asset type
($ in millions) September 30, 2021 December 31, 2020
Bank loans, net $ 1,592 $ 772
Real estate 849 659
Agent loans, net 567 —
Policy loans 144 181
Derivatives 20 20
Other 114 59
Total (1)
$ 3,286 $ 1,691
(1) Other investments as of September 30, 2021 i ncludes certain real estate, agent loans and other investments which were classified as assets held for sale as of December 31, 2020 and transferred to continuing operations in the first quarter of 2021.
Portfolio monitoring and credit losses
Fixed income securities The Company has a comprehensive portfolio monitoring process to identify and evaluate each fixed income security that may require a credit loss allowance .
For each fixed income security in an unrealized loss position, the Company assesses whether management with the appropriate authority has made the decision to sell or whether it is more likely than not the Company will be required to sell the security before recovery of the amortized cost basis for reasons such as liquidity, contractual or regulatory purposes. If a security meets either of these criteria, any existing credit loss allowance would be written-off against the amortized cost basis of the asset along with any remaining unrealized losses, with incremental losses recorded in earnings.
If the Company has not made the decision to sell the fixed income security and it is not more likely than not the Company will be required to sell the fixed income security before recovery of its amortized cost basis, the Company evaluates whether it expects to receive cash flows sufficient to recover the entire amortized cost basis of the security. The Company calculates the estimated recovery value based on the best estimate of future cash flows considering past events, current conditions and reasonable and supportable forecasts. The estimated future cash flows
are discounted at the security’s current effective rate and is compared to the amortized cost of the security.
The determination of cash flow estimates is inherently subjective, and methodologies may vary depending on facts and circumstances specific to the security. All reasonably available information relevant to the collectability of the security is considered when developing the estimate of cash flows expected to be collected. That information generally includes, but is not limited to, the remaining payment terms of the security, prepayment speeds, the financial condition and future earnings potential of the issue or issuer, expected defaults, expected recoveries, the value of underlying collateral, origination vintage year, geographic concentration of underlying collateral, available reserves or escrows, current subordination levels, third-party guarantees and other credit enhancements. Other information, such as industry analyst reports and forecasts, credit ratings, financial condition of the bond insurer for insured fixed income securities, and other market data relevant to the realizability of contractual cash flows, may also be considered. The estimated fair value of collateral will be used to estimate recovery value if the Company determines that the security is dependent on the liquidation of collateral for ultimate settlement.
If the Company does not expect to receive cash flows sufficient to recover the entire amortized cost basis of the fixed income security, a credit loss
Third Quarter 2021 Form 10-Q 19
Notes to Condensed Consolidated Financial Statements
allowance is recorded in earnings for the shortfall in expected cash flows; however, the amortized cost, net of the credit loss allowance, may not be lower than the fair value of the security. The portion of the unrealized loss related to factors other than credit remains classified in AOCI. If the Company determines that the fixed income security does not have sufficient cash flow or other information to estimate a recovery value for the security, the Company may conclude that the entire decline in fair value is deemed to be credit related and the loss is recorded in earnings.
When a security is sold or otherwise disposed or when the security is deemed uncollectible and written off, the Company removes amounts previously recognized in the credit loss allowance. Recoveries after write-offs are recognized when received. Accrued interest excluded from the amortized cost of fixed income securities totaled $ 311 million and $ 351 million as of September 30, 2021 and December 31, 2020 and is reported within the accrued investment income line of the Condensed Consolidated Statements of Financial Position. The Company monitors accrued interest and writes off amounts when they are not expected to be received.
The Company’s portfolio monitoring process includes a quarterly review of all securities to identify instances where the fair value of a security compared to its amortized cost is below internally established thresholds. The process also includes the monitoring of other credit loss indicators such as ratings, ratings downgrades and payment defaults. The securities identified, in addition to other securities for which the Company may have a concern, are evaluated for potential credit losses using all reasonably available information relevant to the collectability or recovery of the security. Inherent in the Company’s evaluation of credit losses for these securities are assumptions and estimates about the financial condition and future earnings potential of the issue or issuer. Some of the factors that may be considered in evaluating whether a decline in fair value requires a credit loss allowance are: 1) the financial condition, near-term and long-term prospects of the issue or issuer, including relevant industry specific market conditions and trends, geographic location and implications of rating agency actions and offering prices; 2) the specific reasons that a security is in an unrealized loss position, including overall market conditions which could affect liquidity; and 3) the extent to which the fair value has been less than amortized cost.
Rollforward of credit loss allowance for fixed income securities
Three months ended September 30, Nine months ended September 30,
($ in millions) 2021 2020 2021 2020
Beginning balance $ ( 2 ) $ ( 7 ) $ ( 3 ) $ —
Credit losses on securities for which credit losses not previously reported — ( 1 ) — ( 10 )
Net (increases) decreases related to credit losses previously reported — ( 1 ) 1 —
Reduction of allowance related to sales — 1 — 2
Write-offs — — — —
Ending balance (1) (2)
$ ( 2 ) $ ( 8 ) $ ( 2 ) $ ( 8 )
(1) Allowance for fixed income securities as of September 30, 2021 comprised $ 1 million and $ 1 million of corporate bonds and ABS, respectively. Allowance for fixed income securities as of September 30, 2020 comprised $ 3 million, $ 2 million, $ 2 million and $ 1 million of municipal bonds, corporate bonds, ABS and MBS, respectively.
(2) Includes $ 1 million and $ 4 million of credit loss allowance for fixed income securities that are classified as held for sale as of September 30, 2021 and 2020, respectively.
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Notes to Condensed Consolidated Financial Statements
Gross unrealized losses and fair value by type and length of time held in a continuous unrealized loss position
($ in millions) Less than 12 months 12 months or more Total
unrealized
losses
Number
of
issues
Fair
value
Unrealized
losses
Number
of
issues
Fair
value
Unrealized
losses
September 30, 2021
Fixed income securities
U.S. government and agencies 112 $ 2,271 $ ( 14 ) 5 $ 6 $ ( 1 ) $ ( 15 )
Municipal 804 1,205 ( 17 ) 2 14 ( 1 ) ( 18 )
Corporate 939 6,816 ( 96 ) 22 122 ( 15 ) ( 111 )
Foreign government 66 373 ( 7 ) 3 2 — ( 7 )
ABS 26 92 ( 1 ) 5 8 — ( 1 )
MBS 18 2 — 47 — — —
Total fixed income securities 1,965 $ 10,759 $ ( 135 ) 84 $ 152 $ ( 17 ) $ ( 152 )
Investment grade fixed income securities 1,813 $ 9,593 $ ( 115 ) 69 $ 99 $ ( 5 ) $ ( 120 )
Below investment grade fixed income securities 152 1,166 ( 20 ) 15 53 ( 12 ) ( 32 )
Total fixed income securities 1,965 $ 10,759 $ ( 135 ) 84 $ 152 $ ( 17 ) $ ( 152 )
December 31, 2020
Fixed income securities
U.S. government and agencies 26 $ 215 $ ( 1 ) — $ — $ — $ ( 1 )
Municipal 43 116 ( 2 ) — — — ( 2 )
Corporate 107 730 ( 21 ) 14 46 ( 5 ) ( 26 )
Foreign government 7 7 — — — — —
ABS 21 157 ( 2 ) 12 43 ( 1 ) ( 3 )
MBS 11 — — 57 — — —
Total fixed income securities 215 $ 1,225 $ ( 26 ) 83 $ 89 $ ( 6 ) $ ( 32 )
Investment grade fixed income securities 146 $ 855 $ ( 8 ) 66 $ 45 $ — $ ( 8 )
Below investment grade fixed income securities 69 370 ( 18 ) 17 44 ( 6 ) ( 24 )
Total fixed income securities 215 $ 1,225 $ ( 26 ) 83 $ 89 $ ( 6 ) $ ( 32 )
Gross unrealized losses by unrealized loss position and credit quality as of September 30, 2021
($ in millions) Investment
grade
Below investment grade Total
Fixed income securities with unrealized loss position less than 20% of amortized cost, net (1) (2)
$ ( 120 ) $ ( 20 ) $ ( 140 )
Fixed income securities with unrealized loss position greater than or equal to 20% of amortized cost, net (3) (4)
— ( 12 ) ( 12 )
Total unrealized losses $ ( 120 ) $ ( 32 ) $ ( 152 )
(1) Below investment grade fixed income securities include $ 18 million that have been in an unrealized loss position for less than twelve months.
(2) Related to securities with an unrealized loss position less than 20% of amortized cost, net, the degree of which suggests that these securities do not pose a high risk of having credit losses.
(3) No below investment grade fixed income securities have been in an unrealized loss position for a period of twelve or more consecutive months.
(4) Evaluated based on factors such as discounted cash flows and the financial condition and near-term and long-term prospects of the issue or issuer and were determined to have adequate resources to fulfill contractual obligations.
Investment grade is defined as a security having a rating of Aaa, Aa, A or Baa from Moody’s, a rating of AAA, AA, A or BBB from S&P Global Ratings (“S&P”), a comparable rating from another nationally recognized rating agency, or a comparable internal rating if an externally provided rating is not available. Market prices for certain securities may have credit spreads which imply higher or lower credit quality than the
current third-party rating. Unrealized losses on investment grade securities are principally related to an increase in market yields which may include increased risk-free interest rates and/or wider credit spreads since the time of initial purchase. The unrealized losses are expected to reverse as the securities approach maturity.
Third Quarter 2021 Form 10-Q 21
Notes to Condensed Consolidated Financial Statements
ABS and MBS in an unrealized loss position were evaluated based on actual and projected collateral losses relative to the securities’ positions in the respective securitization trusts, security specific expectations of cash flows, and credit ratings. This evaluation also takes into consideration credit enhancement, measured in terms of (i) subordination from other classes of securities in the trust that are contractually obligated to absorb losses before the class of security the Company owns, and (ii) the expected impact of other structural features embedded in the securitization trust beneficial to the class of securities the Company owns, such as overcollateralization and excess spread. Municipal bonds in an unrealized loss position were evaluated based on the underlying credit quality of the primary obligor, obligation type and quality of the underlying assets.
As of September 30, 2021, the Company has not made the decision to sell and it is not more likely than not the Company will be required to sell fixed income securities with unrealized losses before recovery of the amortized cost basis.
Loans The Company establishes a credit loss allowance for mortgage loans, bank loans and agent loans when they are originated or purchased, and for unfunded commitments unless they are unconditionally cancellable by the Company. The Company uses a probability of default and loss given default model for mortgage loans and bank loans to estimate current expected credit losses that considers all relevant information available including past events, current conditions, and reasonable and supportable forecasts over the life of an asset. The Company also considers such factors as historical losses, expected prepayments and various economic factors. For mortgage loans the Company considers origination vintage year and property level information such as debt service coverage, property type, property location and collateral value. For bank loans the Company considers the credit rating of the borrower, credit spreads and type of loan. After the reasonable and supportable forecast period, the Company’s model reverts to historical loss trends. Given the less complex and homogenous nature of agent loans, the Company estimates current expected credit losses using historical loss experience over the estimated life of the loans, adjusted for current conditions, reasonable and supportable forecasts and expected prepayments.
Loans are evaluated on a pooled basis when they share similar risk characteristics. The Company monitors loans through a quarterly credit monitoring process to determine when they no longer share similar risk characteristics and are to be evaluated individually when estimating credit losses.
Loans are written off against their corresponding allowances when there is no reasonable expectation of recovery. If a loan recovers after a write-off, the estimate of expected credit losses includes the expected recovery.
Accrual of income is suspended for loans that are in default or when full and timely collection of principal and interest payments is not probable. Accrued income receivable is monitored for recoverability and when not expected to be collected is written off through net investment income. Cash receipts on loans on non-accrual status are generally recorded as a reduction of amortized cost.
Accrued interest is excluded from the amortized cost of loans and is reported within the accrued investment income line of the Condensed Consolidated Statements of Financial Position. As of September 30, 2021, accrued interest totaled $ 2 million, $ 5 million and $ 2 million for mortgage loans, bank loans and agent loans, respectively. As of December 31, 2020, accrued interest totaled $ 2 million and $ 3 million for mortgage loans and bank loans, respectively.
Mortgage loans When it is determined a mortgage loan shall be evaluated individually, the Company uses various methods to estimate credit losses on individual loans such as using collateral value less estimated costs to sell where applicable, including when foreclosure is probable or when repayment is expected to be provided substantially through the operation or sale of the collateral and the borrower is experiencing financial difficulty. When collateral value is used, the mortgage loans may not have a credit loss allowance when the fair value of the collateral exceeds the loan’s amortized cost. An alternative approach may be utilized to estimate credit losses using the present value of the loan’s expected future repayment cash flows discounted at the loan’s current effective interest rate.
Individual loan credit loss allowances are adjusted for subsequent changes in the fair value of the collateral less costs to sell, when applicable, or present value of the loan’s expected future repayment cash flows.
Debt service coverage ratio is considered a key credit quality indicator when mortgage loan credit loss allowances are estimated. Debt service coverage ratio represents the amount of estimated cash flow from the property available to the borrower to meet principal and interest payment obligations. Debt service coverage ratio estimates are updated annually or more frequently if conditions are warranted based on the Company’s credit monitoring process.
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Notes to Condensed Consolidated Financial Statements
Mortgage loans amortized cost by debt service coverage ratio distribution and year of origination
September 30, 2021 December 31, 2020
($ in millions) 2016 and prior 2017 2018 2019 2020 Current Total Total
Below 1.0 $ — $ — $ — $ — $ — $ — $ — $ —
1.0 - 1.25 11 — — 25 10 — 46 46
1.26 - 1.50 43 5 — 105 — — 153 201
Above 1.50 66 40 146 149 67 92 560 507
Amortized cost before allowance $ 120 $ 45 $ 146 $ 279 $ 77 $ 92 $ 759 $ 754
Allowance ( 7 ) ( 8 )
Amortized cost, net $ 752 $ 746
Mortgage loans with a debt service coverage ratio below 1.0 that are not considered impaired primarily relate to situations where the borrower has the financial capacity to fund the revenue shortfalls from the properties for the foreseeable term, the decrease in cash flows from the properties is considered
temporary, or there are other risk mitigating factors such as additional collateral, escrow balances or borrower guarantees. Payments on all mortgage loans were current as of September 30, 2021 and December 31, 2020.
Rollforward of credit loss allowance for mortgage loans
Three months ended September 30, Nine months ended September 30,
($ in millions) 2021 2020 2021 2020
Beginning balance $ ( 30 ) $ ( 86 ) $ ( 67 ) $ ( 3 )
Cumulative effect of change in accounting principle — — — ( 42 )
Net decreases (increases) related to credit losses 2 1 39 ( 40 )
Write-offs — — — —
Ending balance (1)
$ ( 28 ) $ ( 85 ) $ ( 28 ) $ ( 85 )
(1) Includes $ 21 million and $ 74 million of credit loss allowance for mortgage loans that are classified as held for sale as of September 30, 2021 and 2020, respectively.
Bank loans When it is determined a bank loan shall be evaluated individually, the Company uses various methods to estimate credit losses on individual loans such as the present value of the loan’s expected future repayment cash flows discounted at the loan’s current effective interest rate.
Credit ratings of the borrower are considered a key credit quality indicator when bank loan credit loss allowances are estimated. The ratings are updated quarterly and are either received from a nationally recognized rating agency or a comparable internal rating is derived if an externally provided rating is not available. The year of origination is determined to be the year in which the asset is acquired.
Bank loans amortized cost by credit rating and year of origination
September 30, 2021 December 31, 2020
($ in millions) 2016 and prior 2017 2018 2019 2020 Current Total Total
BBB $ — $ — $ 6 $ 14 $ 7 $ 68 $ 95 $ 38
BB 9 17 20 23 35 548 652 168
B — 29 58 42 71 581 781 456
CCC and below 3 21 18 47 9 23 121 161
Amortized cost before allowance $ 12 $ 67 $ 102 $ 126 $ 122 $ 1,220 $ 1,649 $ 823
Allowance ( 57 ) ( 51 )
Amortized cost, net $ 1,592 $ 772
Third Quarter 2021 Form 10-Q 23
Notes to Condensed Consolidated Financial Statements
Rollforward of credit loss allowance for bank loans
($ in millions) Three months ended September 30, Nine months ended September 30,
2021 2020 2021 2020
Beginning balance $ ( 52 ) $ ( 76 ) $ ( 67 ) $ —
Cumulative effect of change in accounting principle — — — ( 53 )
Net (increases) decreases related to credit losses ( 14 ) 10 ( 10 ) ( 20 )
Reduction of allowance related to sales 2 5 13 7
Write-offs — — — 5
Ending balance (1)
$ ( 64 ) $ ( 61 ) $ ( 64 ) $ ( 61 )
(1) Includes $ 7 million and $ 15 million of credit loss allowance for bank loans that are classified as held for sale as of September 30, 2021 and 2020, respectively.
Agent loans The Company monitors agent loans to determine when they should be removed from the pool and assessed for credit losses individually by using internal credit risk grades that classify the loans into risk categories. The categorization is based on relevant information about the ability of borrowers to service their debt, such as historical payment experience, current business trends, cash flow coverage and collateral quality. Internal credit risk grades are updated annually or more frequently if conditions are warranted based on the Company’s credit monitoring process.
As of September 30, 2021, 81 % of agent loans balance represents the top three highest credit quality categories. The allowance for agent loans totaled $ 5 million as of September 30, 2021. Agent loans were all classified as assets held for sale as of December 31, 2020 and transferred to continuing operations in the first quarter of 2021.
Note 6 Fair Value of Assets and Liabilities
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The hierarchy for inputs used in determining fair value maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that observable inputs be used when available. Assets and liabilities recorded on the Condensed Consolidated Statements of Financial Position at fair value are categorized in the fair value hierarchy based on the observability of inputs to the valuation techniques as follows:
Level 1: Assets and liabilities whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market that the Company can access.
Level 2: Assets and liabilities whose values are based on the following:
(a) Quoted prices for similar assets or liabilities in active markets;
(b) Quoted prices for identical or similar assets or liabilities in markets that are not active; or
(c) Valuation models whose inputs are observable, directly or indirectly, for substantially the full term of the asset or liability.
Level 3: Assets and liabilities whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. Unobservable inputs reflect the Company’s estimates of the assumptions that market participants would use in valuing the assets and liabilities.
The availability of observable inputs varies by instrument. In situations where fair value is based on internally developed pricing models or inputs that are
unobservable in the market, the determination of fair value requires more judgment. The degree of judgment exercised by the Company in determining fair value is typically greatest for instruments categorized in Level 3. In many instances, valuation inputs used to measure fair value fall into different levels of the fair value hierarchy. The category level in the fair value hierarchy is determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Company uses prices and inputs that are current as of the measurement date, including during periods of market disruption. In periods of market disruption, the ability to observe prices and inputs may be reduced for many instruments.
The Company is responsible for the determination of fair value and the supporting assumptions and methodologies. The Company gains assurance that assets and liabilities are appropriately valued through the execution of various processes and controls designed to ensure the overall reasonableness and consistent application of valuation methodologies, including inputs and assumptions, and compliance with accounting standards. For fair values received from third parties or internally estimated, the Company’s processes and controls are designed to ensure that the valuation methodologies are appropriate and consistently applied, the inputs and assumptions are reasonable and consistent with the objective of determining fair value, and the fair values are accurately recorded. For example, on a continuing basis, the Company assesses the reasonableness of individual fair values that have stale security prices or that exceed certain thresholds as compared to previous fair values received from valuation service providers or brokers or derived from internal models. The Company performs procedures to understand and assess the methodologies, processes and controls of
24 www.allstate.com
Notes to Condensed Consolidated Financial Statements
valuation service providers. In addition, the Company may validate the reasonableness of fair values by comparing information obtained from valuation service providers or brokers to other third-party valuation sources for selected securities. The Company performs ongoing price validation procedures such as back-testing of actual sales, which corroborate the various inputs used in internal models to market observable data. When fair value determinations are expected to be more variable, the Company validates them through reviews by members of management who have relevant expertise and who are independent of those charged with executing investment transactions.
The Company has two types of situations where investments are classified as Level 3 in the fair value hierarchy:
(1) Specific inputs significant to the fair value estimation models are not market observable. This primarily occurs in the Company’s use of broker quotes to value certain securities where the inputs have not been corroborated to be market observable, and the use of valuation models that use significant non-market observable inputs.
(2) Quotes continue to be received from independent third-party valuation service providers and all significant inputs are market observable; however, there has been a significant decrease in the volume and level of activity for the asset when compared to normal market activity such that the degree of market observability has declined to a point where categorization as a Level 3 measurement is considered appropriate. The indicators considered in determining whether a significant decrease in the volume and level of activity for a specific asset has occurred include the level of new issuances in the primary market, trading volume in the secondary market, the level of credit spreads over historical levels, applicable bid-ask spreads, and price consensus among market participants and other pricing sources.
Certain assets are not carried at fair value on a recurring basis, including mortgage loans, bank loans, agent loans and policy loans and are only included in the fair value hierarchy disclosure when the individual investment is reported at fair value.
In determining fair value, the Company principally uses the market approach which generally utilizes market transaction data for the same or similar instruments. To a lesser extent, the Company uses the income approach which involves determining fair values from discounted cash flow methodologies. For the majority of Level 2 and Level 3 valuations, a combination of the market and income approaches is used.
Summary of significant inputs and valuation techniques for Level 2 and Level 3 assets and liabilities measured at fair value on a recurring basis
Level 2 measurements
• Fixed income securities:
U.S. government and agencies, municipal, corporate - public and foreign government: The primary inputs to the valuation include quoted prices for identical or similar assets in markets that are not active, contractual cash flows, benchmark yields and credit spreads.
Corporate - privately placed: Privately placed are valued using a discounted cash flow model that is widely accepted in the financial services industry and uses market observable inputs and inputs derived principally from, or corroborated by, observable market data. The primary inputs to the discounted cash flow model include an interest rate yield curve, as well as published credit spreads for similar assets in markets that are not active that incorporate the credit quality and industry sector of the issuer.
Corporate - privately placed also includes redeemable preferred stock that are valued using quoted prices for identical or similar assets in markets that are not active, contractual cash flows, benchmark yields, underlying stock prices and credit spreads.
ABS and MBS: The primary inputs to the valuation include quoted prices for identical or similar assets in markets that are not active, contractual cash flows, benchmark yields, collateral performance and credit spreads. Certain ABS are valued based on non-binding broker quotes whose inputs have been corroborated to be market observable. Residential MBS include prepayment speeds as a primary input for valuation.
• Equity securities: The primary inputs to the valuation include quoted prices or quoted net asset values for identical or similar assets in markets that are not active.
• Short-term: The primary inputs to the valuation include quoted prices for identical or similar assets in markets that are not active, contractual cash flows, benchmark yields and credit spreads.
• Other investments: Free-standing exchange listed derivatives that are not actively traded are valued based on quoted prices for identical instruments in markets that are not active.
Over-the-counter (“OTC”) derivatives, including interest rate swaps, foreign currency swaps, total return swaps, foreign exchange forward contracts, certain options and certain credit default swaps, are valued using models that rely on inputs such as interest rate yield curves, implied volatilities, index price levels, currency rates, and credit spreads that are observable for substantially the full term of the contract. The valuation techniques underlying the models are widely accepted in the financial
Third Quarter 2021 Form 10-Q 25
Notes to Condensed Consolidated Financial Statements
services industry and do not involve significant judgment.
• Assets held for sale: Comprise U.S. government and agencies, municipal, corporate, foreign government, ABS and MBS fixed income securities, equity securities, short-term investments and other investments. The valuation is based on the respective asset type as described above.
• Liabilities held for sale: Comprise other liabilities, mainly free-standing exchange listed derivatives, that are not actively traded and are valued based on quoted prices for identical instruments in markets that are not active.
Level 3 measurements
• Fixed income securities:
Municipal: Comprise municipal bonds that are not rated by third-party credit rating agencies. The primary inputs to the valuation of these municipal bonds include quoted prices for identical or similar assets in markets that exhibit less liquidity relative to those markets supporting Level 2 fair value measurements, contractual cash flows, benchmark yields and credit spreads. Also included are municipal bonds valued based on non-binding broker quotes where the inputs have not been corroborated to be market observable and municipal bonds in default valued based on the present value of expected cash flows.
Corporate - public and privately placed, ABS and MBS: Primarily valued based on non-binding broker quotes where the inputs have not been corroborated to be market observable. Other inputs for corporate fixed income securities include an interest rate yield curve, as well as published credit spreads for similar assets that incorporate the credit quality and industry sector of the issuer.
• Equity securities: The primary inputs to the valuation include quoted prices or quoted net asset values for identical or similar assets in markets that exhibit less liquidity relative to those markets supporting Level 2 fair value measurements.
• Short-term: For certain short-term investments, amortized cost is used as the best estimate of fair value.
• Other investments: Certain OTC derivatives, such as interest rate caps, certain credit default swaps
and certain options (including swaptions), are valued using models that are widely accepted in the financial services industry. These are categorized as Level 3 as a result of the significance of non-market observable inputs such as volatility. Other primary inputs include interest rate yield curves and credit spreads, and quoted prices for identical or similar assets in markets that exhibit less liquidity relative to those markets supporting Level 2 fair value measurements.
• Assets held for sale: Comprise municipal, corporate, ABS and MBS fixed income securities and equity securities. The valuation is based on the respective asset type as described above.
• Liabilities held for sale: Comprise derivatives embedded in certain life and annuity contracts which are valued internally using models widely accepted in the financial services industry that determine a single best estimate of fair value for the embedded derivatives within a block of contractholder liabilities. The models primarily use stochastically determined cash flows based on the contractual elements of embedded derivatives, projected option cost and applicable market data, such as interest rate yield curves and equity index volatility assumptions. These are categorized as Level 3 as a result of the significance of non-market observable inputs.
Assets measured at fair value on a non-recurring basis
Comprise long-lived assets to be disposed of by sale, including real estate, that are written down to fair value less costs to sell and bank loans with individual credit loss allowance where amortized cost, net is equal to fair value based on broker quotes.
Investments excluded from the fair value hierarchy
Limited partnerships carried at fair value, which do not have readily determinable fair values, use NAV provided by the investees and are excluded from the fair value hierarchy. These investments are generally not redeemable by the investees and generally cannot be sold without approval of the general partner. The Company receives distributions of income and proceeds from the liquidation of the underlying assets of the investees, which usually takes place in years 4-9 of the typical contractual life of 10 - 12 years. As of September 30, 2021, the Company has commitments to invest $ 248 million in these limited partnership interests.
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Notes to Condensed Consolidated Financial Statements
Assets and liabilities measured at fair value
September 30, 2021
($ in millions) Quoted prices in active markets for identical assets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Counterparty and cash collateral netting Total
Assets
Fixed income securities:
U.S. government and agencies $ 3,015 $ 27 $ — $ 3,042
Municipal — 7,400 17 7,417
Corporate - public — 17,328 19 17,347
Corporate - privately placed — 9,866 154 10,020
Foreign government — 1,059 — 1,059
ABS — 1,069 1 1,070
MBS — 26 8 34
Total fixed income securities 3,015 36,775 199 39,989
Equity securities 3,025 406 376
3,807
Short-term investments 3,681 2,733 14 6,428
Other investments — 39 2 $ ( 19 ) 22
Other assets 4 — — 4
Assets held for sale 6,291 25,818 146 ( 3 ) 32,252
Total recurring basis assets 16,016 65,771 737 ( 22 ) 82,502
Non-recurring basis
— — 91 91
Total assets at fair value $ 16,016 $ 65,771 $ 828 $ ( 22 ) $ 82,593
% of total assets at fair value 19.4 % 79.6 % 1.0 % — % 100.0 %
Investments reported at NAV 1,555
Assets held for sale at NAV 549
Total $ 84,697
Liabilities
Other liabilities $ ( 4 ) $ ( 35 ) $ — $ 1 $ ( 38 )
Liabilities held for sale — ( 73 ) ( 479 ) ( 4 ) ( 556 )
Total recurring basis liabilities ( 4 ) ( 108 ) ( 479 ) ( 3 ) ( 594 )
Total liabilities at fair value $ ( 4 ) $ ( 108 ) $ ( 479 ) $ ( 3 ) $ ( 594 )
% of total liabilities at fair value 0.7 % 18.2 % 80.6 % 0.5 % 100.0 %
Third Quarter 2021 Form 10-Q 27
Notes to Condensed Consolidated Financial Statements
Assets and liabilities measured at fair value
December 31, 2020
($ in millions) Quoted prices in active markets for identical assets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Counterparty and cash collateral netting Total
Assets
Fixed income securities:
U.S. government and agencies $ 2,061 $ 45 $ — $ 2,106
Municipal — 7,562 17 7,579
Corporate - public — 21,885 67 21,952
Corporate - privately placed — 9,002 63 9,065
Foreign government — 958 — 958
ABS — 794 52 846
MBS — 32 27 59
Total fixed income securities 2,061 40,278 226 42,565
Equity securities 2,468 396 304
3,168
Short-term investments 6,549 223 35
6,807
Other investments — 29 — $ ( 9 ) 20
Other assets 1 — — 1
Assets held for sale 6,488 23,103 267 ( 6 ) 29,852
Total recurring basis assets 17,567 64,029 832 ( 15 ) 82,413
Total assets at fair value $ 17,567 $ 64,029 $ 832 $ ( 15 ) $ 82,413
% of total assets at fair value 21.3 % 77.7 % 1.0 % — % 100.0 %
Investments reported at NAV 1,062
Assets held for sale at NAV 762
Total $ 84,237
Liabilities
Other liabilities $ — $ ( 34 ) $ — $ 18 $ ( 16 )
Liabilities held for sale — ( 119 ) ( 516 ) 9 ( 626 )
Total recurring basis liabilities — ( 153 ) ( 516 ) 27 ( 642 )
Total liabilities at fair value $ — $ ( 153 ) $ ( 516 ) $ 27 $ ( 642 )
% of total liabilities at fair value — % 23.8 % 80.4 % ( 4.2 ) % 100.0 %
Quantitative information about the significant unobservable inputs used in Level 3 fair value measurements (1)
($ in millions) Fair value Valuation
technique Unobservable
input Range Weighted
average
September 30, 2021
Derivatives embedded in life and annuity contracts – Equity-indexed and forward starting options $ ( 455 ) Stochastic cash flow model Projected option cost 1.0 - 4.2 %
2.90 %
December 31, 2020
Derivatives embedded in life and annuity contracts – Equity-indexed and forward starting options $ ( 483 ) Stochastic cash flow model Projected option cost 1.0 - 4.2 %
2.80 %
(1) These were included in the liabilities held for sale as of September 30, 2021 and December 31, 2020.
The embedded derivatives are equity-indexed and forward starting options in certain life and annuity products that provide customers with interest crediting rates based on the performance of the S&P 500. If the projected option cost increased (decreased), it would result in a higher (lower) liability fair value.
As of September 30, 2021 and December 31, 2020, Level 3 fair value measurements of fixed income securities total $ 199 million and $ 226 million, respectively, and include $ 41 million and $ 69 million, respectively, of securities valued based on non-binding broker quotes where the inputs have not been
corroborated to be market observable and $ 15 million and $ 18 million, respectively, of municipal fixed income securities that are not rated by third-party credit rating agencies. As the Company does not develop the Level 3 fair value unobservable inputs for these fixed income securities, they are not included in the table above. However, an increase (decrease) in credit spreads for fixed income securities valued based on non-binding broker quotes would result in a lower (higher) fair value, and an increase (decrease) in the credit rating of municipal bonds that are not rated by third-party credit rating agencies would result in a higher (lower) fair value.
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Notes to Condensed Consolidated Financial Statements
Rollforward of Level 3 assets and liabilities held at fair value during the three month period ended September 30, 2021
Balance as of
June 30, 2021 Total gains (losses) included in: Transfers Transfers to (from) held for sale Balance as of
September 30, 2021
($ in millions) Net income OCI Into Level 3 Out of Level 3 Purchases Sales Issues Settlements
Assets
Fixed income securities:
Municipal $ 18 $ — $ ( 1 ) $ — $ — $ — $ — $ — $ — $ — $ 17
Corporate - public 20 — — — — ( 1 ) — — — — 19
Corporate - privately placed 84 1 1 — ( 22 ) ( 2 ) 104 ( 7 ) — ( 5 ) 154
ABS 10 — — 1 — — 5 — — ( 15 ) 1
MBS 23 — — — — — — — — ( 15 ) 8
Total fixed income securities 155 1 — 1 ( 22 ) ( 3 ) 109 ( 7 ) — ( 35 ) 199
Equity securities 405 31 — — — — 27 ( 87 ) — — 376
Short-term investments — — — — — — 14 — — — 14
Other investments 3 — — — — — — ( 1 ) — — 2
Assets held for sale 164 1 — — ( 20 ) 3 — — — ( 2 ) 146
Total recurring Level 3 assets 727 33 — 1 ( 42 ) — 150 ( 95 ) — ( 37 ) 737
Liabilities
Liabilities held for sale ( 490 ) 15 — — — — — — ( 9 ) 5 ( 479 )
Total recurring Level 3 liabilities $ ( 490 ) $ 15 $ — $ — $ — $ — $ — $ — $ ( 9 ) $ 5 $ ( 479 )
Rollforward of Level 3 assets and liabilities held at fair value during the nine month period ended September 30, 2021
Balance as of
December 31, 2020 Total gains (losses) included in: Transfers Transfers to (from) held for sale Balance as of
September 30, 2021
($ in millions) Net income OCI Into Level 3 Out of Level 3 Purchases Sales Issues Settlements
Assets
Fixed income securities:
Municipal $ 17 $ — $ — $ — $ — $ — $ 3 $ — $ — $ ( 3 ) $ 17
Corporate - public 67 1 ( 2 ) — — ( 7 ) 13 ( 53 ) — — 19
Corporate - privately placed 63 — 2 8 — 14 103 ( 31 ) — ( 5 ) 154
ABS 52 1 — — ( 32 ) — 57 ( 37 ) — ( 40 ) 1
MBS 27 — — — — — — ( 5 ) — ( 14 ) 8
Total fixed income securities 226 2 — 8 ( 32 ) 7 176 ( 126 ) — ( 62 ) 199
Equity securities 304 63 — — — 101 40 ( 132 ) — — 376
Short-term investments 35 — — — — — 14 — — ( 35 ) 14
Other investments — — — — — — 3 ( 1 ) — — 2
Assets held for sale 267 3 — 5 ( 13 ) ( 108 ) 3 ( 6 ) — ( 5 ) 146
Total recurring Level 3 assets 832 68 — 13 ( 45 ) — 236 ( 265 ) — ( 102 ) 737
Liabilities
Liabilities held for sale ( 516 ) 46 — — — — — — ( 25 ) 16 ( 479 )
Total recurring Level 3 liabilities $ ( 516 ) $ 46 $ — $ — $ — $ — $ — $ — $ ( 25 ) $ 16 $ ( 479 )
Third Quarter 2021 Form 10-Q 29
Notes to Condensed Consolidated Financial Statements
Rollforward of Level 3 assets and liabilities held at fair value during the three month period ended September 30, 2020
Balance as of
June 30, 2020 Total gains (losses) included in: Transfers Balance
as of September 30, 2020
($ in millions) Net income OCI Into Level 3 Out of Level 3 Purchases Sales Issues Settlements
Assets
Fixed income securities:
Municipal $ 26 $ — $ — $ — $ ( 7 ) $ — $ ( 2 ) $ — $ — $ 17
Corporate - public 43 — 9 — — 59 ( 10 ) — — 101
Corporate - privately placed 52 — — — ( 19 ) 34 ( 2 ) — — 65
ABS 45 ( 1 ) 1 — ( 2 ) 17 ( 23 ) — — 37
MBS 44 — — — — — — — ( 15 ) 29
Total fixed income securities 210 ( 1 ) 10 — ( 28 ) 110 ( 37 ) — ( 15 ) 249
Equity securities 273 — — — ( 1 ) 4 ( 5 ) — — 271
Short-term investments 10 1 — — — 19 — — — 30
Assets held for sale 281 2 — 20 ( 46 ) 53 ( 5 ) — — 305
Total recurring Level 3 assets 774 2 10 20 ( 75 ) 186 ( 47 ) — ( 15 ) 855
Liabilities
Liabilities held for sale ( 488 ) ( 6 ) — — — — — ( 10 ) 7 ( 497 )
Total recurring Level 3 liabilities $ ( 488 ) $ ( 6 ) $ — $ — $ — $ — $ — $ ( 10 ) $ 7 $ ( 497 )
Rollforward of Level 3 assets and liabilities held at fair value during the nine months period ended September 30, 2020
Balance as of
December 31, 2019 Total gains (losses) included in: Transfers Balance as of
September 30, 2020
($ in millions) Net income OCI Into Level 3 Out of Level 3 Purchases Sales Issues Settlements
Assets
Fixed income securities:
Municipal $ 22 $ — $ — $ — $ — $ — $ ( 3 ) $ — $ ( 2 ) $ 17
Corporate - public 36 ( 1 ) 1 1 — 64 — — — 101
Corporate - privately placed 32 — — — — 35 ( 2 ) — — 65
ABS 49 ( 1 ) ( 1 ) 51 ( 49 ) 33 ( 19 ) — ( 26 ) 37
MBS 35 — — — — 10 ( 1 ) — ( 15 ) 29
Total fixed income securities 174 ( 2 ) — 52 ( 49 ) 142 ( 25 ) — ( 43 ) 249
Equity securities 255 ( 12 ) — — — 33 ( 5 ) — — 271
Short-term investments 25 1 — — ( 25 ) 29 — — — 30
Assets held for sale 284 ( 1 ) ( 5 ) 31 ( 42 ) 63 ( 22 ) — ( 3 ) 305
Total recurring Level 3 assets 738 ( 14 ) ( 5 ) 83 ( 116 ) 267 ( 52 ) — ( 46 ) 855
Liabilities
Liabilities held for sale ( 462 ) ( 27 ) — — — — — ( 25 ) 17 ( 497 )
Total recurring Level 3 liabilities $ ( 462 ) $ ( 27 ) $ — $ — $ — $ — $ — $ ( 25 ) $ 17 $ ( 497 )
Total Level 3 gains (losses) included in net income
Three months ended September 30, Nine months ended September 30,
($ in millions) 2021 2020 2021 2020
Net investment income $ 6 $ ( 1 ) $ ( 1 ) $ ( 15 )
Realized capital gains (losses) 26 1 66 2
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Notes to Condensed Consolidated Financial Statements
Transfers into Level 3 during the three and nine months ended September 30, 2021 and 2020 included situations where a quote was not provided by the Company’s independent third-party valuation service provider and as a result the price was stale or had been replaced with a broker quote where the inputs had not been corroborated to be market observable resulting in the security being classified as Level 3.
Transfers out of Level 3 during the three and nine months ended September 30, 2021 and 2020 included situations where a broker quote was used in the prior period and a quote became available from the Company’s independent third-party valuation service provider in the current period. A quote utilizing the new pricing source was not available as of the prior period, and any gains or losses related to the change in valuation source for individual securities were not significant.
Valuation changes included in net income and OCI for Level 3 assets and liabilities held as of September 30,
($ in millions) Three months ended September 30, Nine months ended September 30,
2021 2020 2021 2020
Assets
Fixed income securities:
Municipal $ 1 $ — $ — $ —
Corporate - public — — — ( 1 )
Corporate - privately placed — — — —
ABS — — — ( 1 )
Total fixed income securities 1 — — ( 2 )
Equity securities 9 — 22 ( 12 )
Short-term investments — 1 — 1
Assets held for sale 1 2 3 ( 2 )
Total recurring Level 3 assets $ 11 $ 3 $ 25 $ ( 15 )
Liabilities
Liabilities held for sale $ 15 $ ( 6 ) $ 46 $ ( 27 )
Total recurring Level 3 liabilities 15 ( 6 ) 46 ( 27 )
Total included in net income $ 26 $ ( 3 ) $ 71 $ ( 42 )
Components of net income
Net investment income $ 6 $ ( 1 ) $ ( 1 ) $ ( 15 )
Realized capital gains (losses) 4 2 23 2
Total included in net income $ 10 $ 1 $ 22 $ ( 13 )
Assets
Municipal $ ( 1 ) $ 1 $ — $ —
Corporate - public — — ( 1 ) 1
Corporate - privately placed 1 — 1 —
ABS — 1 — —
Assets held for sale — — — ( 3 )
Changes in unrealized net capital gains and losses reported in OCI $ — $ 2 $ — $ ( 2 )
Third Quarter 2021 Form 10-Q 31
Notes to Condensed Consolidated Financial Statements
Financial instruments not carried at fair value
($ in millions) September 30, 2021 December 31, 2020
Financial assets Fair value level Amortized cost, net Fair
value
Amortized cost, net Fair
value
Mortgage loans Level 3 $ 752 $ 795 $ 746 $ 792
Bank loans Level 3 1,592 1,640 772 803
Agent loans Level 3 567 570 — —
Assets held for sale Level 3 2,852 3,050 4,206 4,440
Financial liabilities Fair value level Carrying value (1)
Fair
value Carrying value (1)
Fair
value
Contractholder funds on investment contracts Level 3 $ 20 $ 20 $ — $ —
Long-term debt Level 2 7,980 9,267 7,825 9,489
Liability for collateral Level 2 1,481 1,481 914 914
Liabilities held for sale (2)
Level 3 7,316 8,248 8,130 9,424
(1) Represents the amounts reported on the Condensed Consolidated Statements of Financial Position.
(2) Includes certain liabilities for collateral measured at Level 2 fair value as of September 30, 2021 and December 31, 2020 .
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Notes to Condensed Consolidated Financial Statements
Note 7 Derivative Financial Instruments
The Company uses derivatives for risk reduction and to increase investment portfolio returns through asset replication. Risk reduction activity is focused on managing the risks with certain assets and liabilities arising from the potential adverse impacts from changes in risk-free interest rates, changes in equity market valuations, increases in credit spreads and foreign currency fluctuations.
Asset replication refers to the “synthetic” creation of assets through the use of derivatives. The Company replicates fixed income securities using a combination of a credit default swap, index total return swap, options, or a foreign currency forward contract and one or more highly rated fixed income securities, primarily investment grade host bonds, to synthetically replicate the economic characteristics of one or more cash market securities. The Company replicates equity securities using futures, index total return swaps, and options to increase equity exposure.
Property-Liability may use interest rate swaps, swaptions, futures and options to manage the interest rate risks of existing investments. These instruments are utilized to change the duration of the portfolio in order to offset the economic effect that interest rates would otherwise have on the fair value of its fixed income securities. Fixed income index total return swaps are used to offset valuation losses in the fixed income portfolio during periods of declining market values. Credit default swaps are typically used to mitigate the credit risk within the Property-Liability fixed income portfolio. Equity index total return swaps, futures and options are used by Property-Liability to offset valuation losses in the equity portfolio during periods of declining equity market values. In addition, equity futures are used to hedge the market risk related to deferred compensation liability contracts. Forward contracts are primarily used by Property-Liability to hedge foreign currency risk associated with holding foreign currency denominated investments and foreign operations.
The Company also has derivatives embedded in non-derivative host contracts that are required to be separated from the host contracts and accounted for at fair value with changes in fair value of embedded derivatives reported in net income.
When derivatives meet specific criteria, they may be designated as accounting hedges and accounted for as fair value, cash flow, foreign currency fair value or foreign currency cash flow hedges.
The notional amounts specified in the contracts are used to calculate the exchange of contractual payments under the agreements and are generally not representative of the potential for gain or loss on these agreements. However, the notional amounts specified in credit default swaps where the Company has sold credit protection represent the maximum amount of potential loss, assuming no recoveries.
Fair value, which is equal to the carrying value, is the estimated amount that the Company would
receive or pay to terminate the derivative contracts at the reporting date. The carrying value amounts for OTC derivatives are further adjusted for the effects, if any, of enforceable master netting agreements and are presented on a net basis, by counterparty agreement, in the Condensed Consolidated Statements of Financial Position.
For those derivatives which qualify and have been designated as fair value accounting hedges, net income includes the changes in the fair value of both the derivative instrument and the hedged risk. For cash flow hedges, gains and losses are amortized from AOCI and are reported in net income in the same period the forecasted transactions being hedged impact net income.
Non-hedge accounting is generally used for “portfolio” level hedging strategies where the terms of the individual hedged items do not meet the strict homogeneity requirements to permit the application of hedge accounting. For non-hedge derivatives, net income includes changes in fair value and accrued periodic settlements, when applicable. With the exception of non-hedge derivatives used for asset replication and non-hedge embedded derivatives, all of the Company’s derivatives are evaluated for their ongoing effectiveness as either accounting hedge or non-hedge derivative financial instruments on at least a quarterly basis.
Assets and liabilities held for sale Asset-liability management is a risk management practice that is principally employed by the life and annuity business to balance the respective interest-rate sensitivities of its assets and liabilities. Depending upon the attributes of the assets acquired and liabilities issued, derivative instruments such as interest rate swaps, caps, swaptions and futures are utilized to change the interest rate characteristics of existing assets and liabilities to ensure the relationship is maintained within specified ranges and to reduce exposure to rising or falling interest rates. Fixed income index total return swaps are used to offset valuation losses in the portfolio during periods of declining market values. Credit default swaps are typically used to mitigate the credit risk within the life and annuity fixed income portfolios. Futures and options are used for hedging the equity exposure contained in equity indexed life and annuity product contracts that offer equity returns to contractholders. In addition, the Company uses equity index total return swaps, options and futures to offset valuation losses in the equity portfolio during periods of declining equity market values. Foreign currency swaps and forwards are primarily used to reduce the foreign currency risk associated with holding foreign currency denominated investments.
The Company’s primary embedded derivatives are equity options in life and annuity product contracts, which provide returns linked to equity indices to contractholders.
Third Quarter 2021 Form 10-Q 33
Notes to Condensed Consolidated Financial Statements
Summary of the volume and fair value positions of derivative instruments as of September 30, 2021
($ in millions, except number of contracts) Volume (1)
Balance sheet location Notional amount Number of contracts Fair value, net Gross asset Gross liability
Asset derivatives
Derivatives not designated as accounting hedging instruments
Interest rate contracts
Futures Other assets n/a 479 $ — $ — $ —
Equity and index contracts
Options Other investments n/a 61 4 4 —
Futures Other assets n/a 1,390 4 4 —
Foreign currency contracts
Foreign currency forwards Other investments $ 137 n/a 1 2 ( 1 )
Embedded derivative financial instruments
Other embedded derivative financial instruments Other investments 750 n/a — — —
Credit default contracts
Credit default swaps – buying protection Other investments 33 n/a ( 1 ) — ( 1 )
Credit default swaps – selling protection Other investments 750 n/a 14 14 —
Assets held for sale 3 2,561 126 126 —
Total asset derivatives $ 1,673 4,491 $ 148 $ 150 $ ( 2 )
Liability derivatives
Derivatives not designated as accounting hedging instruments
Interest rate contracts
Futures Other liabilities & accrued expenses n/a 4,019 $ ( 1 ) $ — $ ( 1 )
Equity and index contracts
Futures Other liabilities & accrued expenses n/a 1,411 ( 3 ) — ( 3 )
Foreign currency contracts
Foreign currency forwards Other liabilities & accrued expenses $ 607 n/a 14 19 ( 5 )
Credit default contracts
Credit default swaps – buying protection Other liabilities & accrued expenses 881 n/a ( 28 ) — ( 28 )
Credit default swaps – selling protection Other liabilities & accrued expenses 5 n/a — — —
Liabilities held for sale 2,146 2,554 ( 549 ) 3 ( 552 )
Total liability derivatives 3,639 7,984 ( 567 ) $ 22 $ ( 589 )
Total derivatives $ 5,312 12,475 $ ( 419 )
(1) Volume for OTC and cleared derivative contracts is represented by their notional amounts. Volume for exchange traded derivatives is represented by the number of contracts, which is the basis on which they are traded. (n/a = not applicable)
34 www.allstate.com
Notes to Condensed Consolidated Financial Statements
Summary of the volume and fair value positions of derivative instruments as of December 31, 2020
($ in millions, except number of contracts) Volume
Balance sheet location Notional amount Number of contracts Fair value, net Gross asset Gross liability
Asset derivatives
Derivatives not designated as accounting hedging instruments
Interest rate contracts
Futures Other assets n/a 290 $ — $ — $ —
Equity and index contracts
Options Other investments n/a 56 6 6 —
Futures Other assets n/a 905 1 1 —
Foreign currency contracts
Foreign currency forwards Other investments $ 291 n/a 4 9 ( 5 )
Embedded derivative financial instruments
Other embedded derivative financial instruments Other investments 750 n/a — — —
Credit default contracts
Credit default swaps – buying protection Other investments 60 n/a ( 3 ) — ( 3 )
Credit default swaps – selling protection Other investments 750 n/a 13 13 —
Assets held for sale 158 3,189 185 189 ( 4 )
Total asset derivatives $ 2,009 4,440 $ 206 $ 218 $ ( 12 )
Liability derivatives
Derivatives not designated as accounting hedging instruments
Interest rate contracts
Futures Other liabilities & accrued expenses n/a 705 $ — $ — $ —
Equity and index contracts
Futures Other liabilities & accrued expenses n/a 666 — — —
Total return index contracts
Total return swap agreements – fixed income Other liabilities & accrued expenses $ 50 n/a — — —
Foreign currency contracts
Foreign currency forwards Other liabilities & accrued expenses 250 n/a ( 9 ) 1 ( 10 )
Credit default contracts
Credit default swaps – buying protection Other liabilities & accrued expenses 638 n/a ( 16 ) — ( 16 )
Credit default swaps – selling protection Other liabilities & accrued expenses 4 n/a — — —
Liabilities held for sale 2,240 2,737 ( 630 ) 1 ( 631 )
Total liability derivatives 3,182 4,108 ( 655 ) $ 2 $ ( 657 )
Total derivatives $ 5,191 8,548 $ ( 449 )
Gross and net amounts for OTC derivatives (1)
($ in millions) Offsets
Gross amount Counter-party netting Cash collateral (received) pledged Net amount on balance sheet Securities collateral (received) pledged Net amount
September 30, 2021
Asset derivatives $ 21 $ ( 21 ) $ 2 $ 2 $ — $ 2
Liability derivatives ( 9 ) 21 ( 20 ) ( 8 ) — ( 8 )
December 31, 2020
Asset derivatives $ 10 $ ( 9 ) $ — $ 1 $ — $ 1
Liability derivatives ( 19 ) 9 9 ( 1 ) — ( 1 )
(1) All OTC derivatives are subject to enforceable master netting agreements.
Third Quarter 2021 Form 10-Q 35
Notes to Condensed Consolidated Financial Statements
Gains (losses) from valuation and settlements reported on derivatives not designated as accounting hedges
($ in millions) Realized capital gains (losses) Operating costs and expenses Total gain (loss) recognized in net income on derivatives
Three months ended September 30, 2021
Interest rate contracts $ 18 $ — $ 18
Equity and index contracts 10 ( 3 ) 7
Foreign currency contracts 15 — 15
Credit default contracts 1 — 1
Total return swaps - fixed income 2 — 2
Total $ 46 $ ( 3 ) $ 43
Nine months ended September 30, 2021
Interest rate contracts $ 19 $ — $ 19
Equity and index contracts 2 27 29
Foreign currency contracts 23 — 23
Credit default contracts 6 — 6
Total return swaps - fixed income 4 — 4
Total $ 54 $ 27 $ 81
Three months ended September 30, 2020
Interest rate contracts $ ( 1 ) $ — $ ( 1 )
Equity and index contracts ( 12 ) 12 —
Foreign currency contracts ( 15 ) — ( 15 )
Credit default contracts ( 3 ) — ( 3 )
Total return swaps - fixed income 2 — 2
Total return swaps - equity index ( 1 ) — ( 1 )
Total $ ( 30 ) $ 12 $ ( 18 )
Nine months ended September 30, 2020
Interest rate contracts $ 35 $ — $ 35
Equity and index contracts 18 ( 2 ) 16
Foreign currency contracts 6 — 6
Credit default contracts — — —
Total return swaps - fixed income — — —
Total return swaps - equity index 3 — 3
Total $ 62 $ ( 2 ) $ 60
The Company manages its exposure to credit risk by utilizing highly rated counterparties, establishing risk control limits, executing legally enforceable master netting agreements (“MNAs”) and obtaining collateral where appropriate. The Company uses MNAs for OTC derivative transactions that permit either party to net payments due for transactions and collateral is either pledged or obtained when certain predetermined exposure limits are exceeded.
OTC cash and securities collateral pledged
($ in millions) September 30, 2021
Pledged by the Company $ 2
Pledged to the Company (1)
20
(1) Includes no collateral posted under MNA’s for contracts containing credit-risk-contingent provisions that are in a liability provision.
The Company has not incurred any losses on derivative financial instruments due to counterparty nonperformance. Other derivatives, including futures and certain option contracts, are traded on organized exchanges which require margin deposits and guarantee the execution of trades, thereby mitigating any potential credit risk.
Counterparty credit exposure represents the Company’s potential loss if all of the counterparties concurrently fail to perform under the contractual terms of the contracts and all collateral, if any, becomes worthless. This exposure is measured by the fair value of OTC derivative contracts with a positive fair value at the reporting date reduced by the effect, if any, of legally enforceable master netting agreements.
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Notes to Condensed Consolidated Financial Statements
OTC derivatives counterparty credit exposure by counterparty credit rating
($ in millions) September 30, 2021 December 31, 2020
Rating (1)
Number of
counter-
parties Notional
amount (2)
Credit
exposure (2)
Exposure, net of collateral (2)
Number of
counter-
parties Notional
amount (2)
Credit
exposure (2)
Exposure, net of collateral (2)
A+ 1 $ 198 $ 5 $ 1 1 $ 186 $ 4 $ —
A 1 387 10 — — — — —
Total 2 $ 585 $ 15 $ 1 1 $ 186 $ 4 $ —
(1) Allstate uses the lower of S&P’s or Moody’s long-term debt issuer ratings.
(2) Only OTC derivatives with a net positive fair value are included for each counterparty.
For certain exchange traded and cleared derivatives, margin deposits are required as well as daily cash settlements of margin accounts.
Exchange traded and cleared margin deposits
($ in millions) September 30, 2021
Pledged by the Company $ 88
Received by the Company
—
Market risk is the risk that the Company will incur losses due to adverse changes in market rates and prices. Market risk exists for all of the derivative financial instruments the Company currently holds, as these instruments may become less valuable due to adverse changes in market conditions. To limit this risk, the Company’s senior management has established risk control limits. In addition, changes in fair value of the derivative financial instruments that the Company uses for risk management purposes are generally offset by the change in the fair value or cash flows of the hedged risk component of the related assets, liabilities or forecasted transactions.
Certain of the Company’s derivative transactions contain credit-risk-contingent termination events and cross-default provisions. Credit-risk-contingent termination events allow the counterparties to terminate the derivative agreement or a specific trade on certain dates if AIC’s financial strength credit ratings by Moody’s or S&P fall below a certain level. Credit-risk-contingent cross-default provisions allow the counterparties to terminate the derivative agreement if the Company defaults by pre-determined threshold amounts on certain debt instruments.
The following summarizes the fair value of derivative instruments with termination, cross-default or collateral credit-risk-contingent features that are in a liability position, as well as the fair value of assets and collateral that are netted against the liability in accordance with provisions within legally enforceable MNAs.
($ in millions) September 30, 2021 December 31, 2020
Gross liability fair value of contracts containing credit-risk-contingent features $ 7 $ 19
Gross asset fair value of contracts containing credit-risk-contingent features and subject to MNAs ( 6 ) ( 6 )
Collateral posted under MNAs for contracts containing credit-risk-contingent features — ( 13 )
Maximum amount of additional exposure for contracts with credit-risk-contingent features if all features were triggered concurrently $ 1 $ —
Third Quarter 2021 Form 10-Q 37
Notes to Condensed Consolidated Financial Statements
Credit derivatives - selling protection
A credit default swap (“CDS”) is a derivative instrument, representing an agreement between two parties to exchange the credit risk of a specified entity (or a group of entities), or an index based on the credit risk of a group of entities (all commonly referred to as the “reference entity” or a portfolio of “reference entities”), in return for a periodic premium. In selling
protection, CDS are used to replicate fixed income securities and to complement the cash market when credit exposure to certain issuers is not available or when the derivative alternative is less expensive than the cash market alternative. CDS typically have a five-year term.
CDS notional amounts by credit rating and fair value of protection sold
($ in millions) Notional amount
AAA AA A BBB BB and
lower
Total Fair
value
September 30, 2021
Single name
Corporate debt $ — $ — $ — $ — $ 5 $ 5 $ —
Index
Corporate debt 6 12 150 492 90 750 14
Total $ 6 $ 12 $ 150 $ 492 $ 95 $ 755 $ 14
December 31, 2020
Single name
Corporate debt $ — $ — $ — $ — $ 4 $ 4 $ —
Index
Corporate debt 6 12 156 492 84 750 13
Total $ 6 $ 12 $ 156 $ 492 $ 88 $ 754 $ 13
In selling protection with CDS, the Company sells credit protection on an identified single name, a basket of names in a first-to-default (“FTD”) structure or credit derivative index (“CDX”) that is generally investment grade, and in return receives periodic premiums through expiration or termination of the agreement. With single name CDS, this premium or credit spread generally corresponds to the difference between the yield on the reference entity’s public fixed maturity cash instruments and swap rates at the time the agreement is executed. With a FTD basket, because of the additional credit risk inherent in a basket of named reference entities, the premium generally corresponds to a high proportion of the sum of the credit spreads of the names in the basket and the correlation between the names. CDX is utilized to take a position on multiple (generally 125) reference entities. Credit events are typically defined as bankruptcy, failure to pay, or restructuring, depending on the nature of the reference entities. If a credit event occurs, the Company settles with the counterparty, either through physical settlement or cash settlement.
In a physical settlement, a reference asset is delivered by the buyer of protection to the Company, in exchange for cash payment at par, whereas in a cash settlement, the Company pays the difference between par and the prescribed value of the reference asset. When a credit event occurs in a single name or FTD basket (for FTD, the first credit event occurring for any one name in the basket), the contract terminates at the time of settlement. For CDX, the reference entity’s name incurring the credit event is removed from the index while the contract continues until expiration. The maximum payout on a CDS is the contract notional amount. A physical settlement may afford the Company with recovery rights as the new owner of the asset.
The Company monitors risk associated with credit derivatives through individual name credit limits at both a credit derivative and a combined cash instrument/credit derivative level. The ratings of individual names for which protection has been sold are also monitored.
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Notes to Condensed Consolidated Financial Statements
Note 8 Variable Interest Entities
Consolidated VIEs, of which the Company is the primary beneficiary, primarily include Adirondack Insurance Exchange, a New York reciprocal insurer, and New Jersey Skylands Insurance Association, a New Jersey reciprocal insurer (together “Reciprocal Exchanges”). The Reciprocal Exchanges are insurance carriers organized as unincorporated associations. The Company does not own the equity of the Reciprocal Exchanges, which is owned by their respective policyholders.
The Company manages the business operations of the Reciprocal Exchanges and has the power to direct their activities that most significantly impact their economic performance. The Company receives a management fee for the services provided to the Reciprocal Exchanges. In addition, the Company holds
interests that provide capital to the Reciprocal Exchanges and would absorb any expected losses. The Company is therefore the primary beneficiary.
In the event of dissolution, policyholders would share any residual unassigned surplus but are not subject to assessment for any deficit in unassigned surplus of the Reciprocal Exchanges. The assets of the Reciprocal Exchanges can be used only to settle the obligations of the Reciprocal Exchanges and general creditors have no recourse to the Company. The results of operations of the Reciprocal Exchanges are included in the Company’s Allstate Protection segment and generated $ 47 million and $ 137 million of earned premiums in the three and nine months ended September 30, 2021, respectively.
Assets and liabilities of Reciprocal Exchanges
($ in millions) September 30, 2021
Assets
Fixed income securities $ 330
Short-term investments 47
Deferred policy acquisition costs 15
Premium installment and other receivables, net 43
Reinsurance recoverables, net 117
Other assets 124
Total assets 676
Liabilities
Reserve for property and casualty insurance claims and claims expense 238
Unearned premiums 194
Other liabilities and expenses 273
Total liabilities $ 705
Third Quarter 2021 Form 10-Q 39
Notes to Condensed Consolidated Financial Statements
Note 9 Reserve for Property and Casualty Insurance Claims and Claims Expense
The Company establishes reserves for claims and claims expense on reported and unreported claims of insured losses. The Company’s reserving process takes into account known facts and interpretations of circumstances and factors including the Company’s experience with similar cases, actual claims paid, historical trends involving claim payment patterns and pending levels of unpaid claims, loss management programs, product mix and contractual terms, changes in law and regulation, judicial decisions, and economic conditions.
When the Company experiences changes in the mix or type of claims or changing claim settlement patterns, it may need to apply actuarial judgment in the determination and selection of development factors to be more reflective of the new trends. For example, the Coronavirus has had a significant impact on driving patterns and auto frequency. Supply chain disruptions have resulted in higher parts costs and used car values which have combined with labor shortages to increase loss costs and may lead to historical development trends being less predictive of future loss development, potentially creating additional reserve variability. Generally, the initial reserves for a new accident year are established based on actual claim frequency and severity assumptions for different business segments, lines and coverages based on historical relationships to relevant inflation indicators. Reserves for prior accident years are statistically determined using several different actuarial estimation methods. Changes in auto claim frequency may result from changes in mix of business, the rate of distracted driving, miles driven or other macroeconomic factors. Changes in auto current year claim severity are generally influenced by inflation in the medical and auto repair sectors, the effectiveness and efficiency of claim practices and changes in mix of claim types. The Company mitigates these effects through various loss management programs. When such changes in claim data occur, actuarial judgment is used to determine appropriate development factors to establish reserves.
As part of the reserving process, the Company may also supplement its claims processes by utilizing
third-party adjusters, appraisers, engineers, inspectors, and other professionals and information sources to assess and settle catastrophe and non-catastrophe related claims. The effects of inflation are implicitly considered in the reserving process.
Because reserves are estimates of unpaid portions of losses that have occurred, including incurred but not reported (“IBNR”) losses, the establishment of appropriate reserves, including reserves for catastrophes, Run-off Property-Liability and reinsurance and indemnification recoverables, is an inherently uncertain and complex process. The ultimate cost of losses may vary materially from recorded amounts, which are based on management’s best estimates.
The highest degree of uncertainty is associated with reserves for losses incurred in the initial reporting period as it contains the greatest proportion of losses that have not been reported or settled. The Company also has uncertainty in the Run-off Property-Liability reserves that are based on events long since passed and are complicated by lack of historical data, legal interpretations, unresolved legal issues and legislative intent based on establishment of facts.
The Company regularly updates its reserve estimates as new information becomes available and as events unfold that may affect the resolution of unsettled claims. Changes in reserve estimates, which may be material, are reported in property and casualty insurance claims and claims expense in the Condensed Consolidated Statements of Operations in the period such changes are determined.
Management believes that the reserve for property and casualty insurance claims and claims expense, net of recoverables, is appropriately established in the aggregate and adequate to cover the ultimate net cost of reported and unreported claims arising from losses which had occurred by the date of the Condensed Consolidated Statements of Financial Position based on available facts, laws and regulations.
40 www.allstate.com
Notes to Condensed Consolidated Financial Statements
Rollforward of the reserve for property and casualty insurance claims and claims expense
Nine months ended September 30,
($ in millions) 2021 2020
Balance as of January 1 $ 27,610 $ 27,712
Less recoverables (1)
( 7,033 ) ( 6,912 )
Net balance as of January 1 20,577 20,800
National General acquisition as of January 4, 2021 1,797 —
Incurred claims and claims expense related to:
Current year 21,579 17,075
Prior years ( 65 ) ( 440 )
Total incurred 21,514 16,635
Claims and claims expense paid related to:
Current year ( 12,539 ) ( 9,623 )
Prior years ( 8,098 ) ( 6,714 )
Total paid ( 20,637 ) ( 16,337 )
Net balance as of September 30 23,251 21,098
Plus recoverables 10,035 6,889
Balance as of September 30 $ 33,286 $ 27,987
(1) Recoverables comprises reinsurance and indemnification recoverables.
Incurred claims and claims expense represents the sum of paid losses, claim adjustment expenses and reserve changes in the period. This expense included losses from catastrophes of $ 2.81 billion and $ 2.39 billion in the nine months ended September 30, 2021 and 2020, respectively, net of recoverables.
Catastrophes are an inherent risk of the property and casualty insurance business that have contributed to, and will continue to contribute to, material year-to-year fluctuations in the Company’s results of operations and financial position.
Prior year reserve reestimates included in claims and claims expense (1)
Nine months ended September 30,
Non-catastrophe losses Catastrophe losses Total
($ in millions)
2021 2020 2021 (2) (3)
2020 (4)
2021 2020
Auto $ 31 $ ( 60 ) $ ( 28 ) $ ( 41 ) $ 3 $ ( 101 )
Homeowners 12 ( 19 ) ( 168 ) ( 421 ) ( 156 ) ( 440 )
Other personal lines ( 69 ) ( 25 ) ( 14 ) ( 41 ) ( 83 ) ( 66 )
Commercial lines 55 28 3 1 58 29
Run-off Property-Liability (5)
115 139 — — 115 139
Protection Services ( 2 ) ( 1 ) — — ( 2 ) ( 1 )
Total prior year reserve reestimates
$ 142 $ 62 $ ( 207 ) $ ( 502 ) $ ( 65 ) $ ( 440 )
(1) Favorable reserve reestimates are shown in parentheses.
(2) Includes approximately $ 240 million of estimated recoveries related to Nationwide Aggregate Reinsurance Program cover for aggregate catastrophe losses occurring between April 1, 2020 and December 31, 2020, which primarily impacted homeowners reestimates.
(3) Includes approximately $ 110 million favorable subrogation settlements arising from the Woolsey wildfire, which primarily impacted homeowners reestimates.
(4) 2020 includes approximately $ 495 million of favorable reserve reestimates related to the PG&E Corporation and Southern California Edison subrogation settlements, which primarily impacted homeowners.
(5) The Company’s 2021 annual reserve review, using established industry and actuarial practices, resulted in unfavorable reestimates of $ 111 million.
Third Quarter 2021 Form 10-Q 41
Notes to Condensed Consolidated Financial Statements
Note 10 Reinsurance and indemnification
Effects of reinsurance ceded and indemnification programs on property and casualty premiums earned and accident and health insurance premiums and contract charges
($ in millions) Three months ended September 30, Nine months ended September 30,
2021 2020 2021 2020
Property and casualty insurance premiums earned (1)
$ ( 442 ) $ ( 277 ) $ ( 1,488 ) $ ( 845 )
Accident and health insurance premiums and contract charges ( 17 ) ( 4 ) ( 65 ) ( 10 )
(1) Includes $ 631 million of ceded premiums related to the acquisition of National General for the nine months ended September 30, 2021.
Effects of reinsurance ceded and indemnification programs on property and casualty insurance claims and claims expense and accident and health insurance policy benefits
($ in millions) Three months ended September 30, Nine months ended September 30,
2021 2020 2021 2020
Property and casualty insurance claims and claims expense (1)
$ ( 1,458 ) $ 128 $ ( 3,209 ) $ ( 213 )
Accident and health insurance policy benefits ( 13 ) ( 5 ) ( 68 ) ( 13 )
(1) Includes $ 1.40 billion, $ 531 million, $ 514 million and $ 185 million of ceded losses related to the Nationwide Catastrophe Reinsurance Program, the acquisition of National General, the Michigan Catastrophic Claims Association and National Flood Insurance Program, respectively, for the nine months ended September 30, 2021, and $ 195 million of ceded losses related to the Michigan Catastrophic Claims Association for the nine months ended September 30, 2020.
Reinsurance and indemnification recoverables
Reinsurance and indemnification recoverables, net
($ in millions) September 30, 2021 December 31, 2020
Property and casualty
Paid and due from reinsurers and indemnitors $ 293 $ 101
Unpaid losses estimated (including IBNR) 10,035 7,033
Total property and casualty $ 10,328 $ 7,134
Allstate Health and Benefits
114 81
Total $ 10,442 $ 7,215
Rollforward of credit loss allowance for reinsurance recoverables
($ in millions) Three months ended September 30, Nine months ended September 30,
2021 2020 2021 2020
Property and casualty (1) (2)
Beginning balance $ ( 60 ) $ ( 59 ) $ ( 59 ) $ ( 60 )
(Increase) decrease in the provision for credit losses ( 6 ) — ( 7 ) 1
Ending balance $ ( 66 ) $ ( 59 ) $ ( 66 ) $ ( 59 )
Allstate Health and Benefits
Beginning balance $ ( 1 ) $ ( 1 ) $ ( 1 ) $ ( 1 )
Increase in the provision for credit losses — — — —
Write-offs — — — —
Ending balance $ ( 1 ) $ ( 1 ) $ ( 1 ) $ ( 1 )
(1) Primarily related to Run-off Property-Liability reinsurance ceded.
(2) Indemnification recoverables are considered collectible based on the industry pool and facility enabling legislation.
Note 11 Capital Structure
Repayment of debt On March 29, 2021, the Company repaid, at maturity, $ 250 million of Floating Rate Senior Notes that bear interest at a floating rate equal to three-month LIBOR plus 0.43 % per year.
42 www.allstate.com
Notes to Condensed Consolidated Financial Statements
Note 12 Company Restructuring
The Company undertakes various programs to reduce expenses. These programs generally involve a reduction in staffing levels, and in certain cases, office closures. Restructuring and related charges primarily include the following costs related to these programs:
• Employee - severance and relocation benefits
• Exit - contract termination penalties
The expenses related to these activities are included in the Condensed Consolidated Statements of Operations as restructuring and related charges and totaled $ 23 million and $ 196 million during the three months ended September 30, 2021 and 2020, respectively, and $ 145 million and $ 213 million during the nine months ended September 30, 2021 and 2020, respectively.
Restructuring expenses during the third quarter and first nine months of 2021 are primarily due to the future work environment. The Company continues to identify ways to improve operating efficiency and reduce cost which may result in additional restructuring charges in the future.
Restructuring programs
($ in millions) Future work environment Transformative Growth
Expected program charges $ 110 $ 290
2020 expenses — ( 238 )
2021 expenses ( 108 ) 7
Change in estimated program costs in 2021 30 ( 52 )
Remaining program charges $ 32 $ 7
These charges are primarily recorded in the Allstate Protection segment. The Company expects that a majority of these actions will be completed in 2021.
Employee costs include severance and employee benefits primarily impacting claims, sales, service and support functions. Exit costs, primarily related to future work environment, reflect real estate costs due to accelerated amortization of right of use assets and related leasehold improvements at facilities to be vacated.
Restructuring activity during the period
($ in millions) Employee
costs
Exit
costs
Total
liability
Restructuring liability as of December 31, 2020 $ 72 $ — $ 72
Expense incurred
50 120 170
Adjustments to liability ( 25 ) — ( 25 )
Payments and non-cash charges ( 51 ) ( 112 ) ( 163 )
Restructuring liability as of September 30, 2021 $ 46 $ 8 $ 54
As of September 30, 2021, the cumulative amount incurred to date for active programs related to employee severance, relocation benefits and exit expenses totaled $ 247 million for employee costs and $ 133 million for exit costs.
Note 13 Guarantees and Contingent Liabilities
Shared markets and state facility assessments
The Company is required to participate in assigned risk plans, reinsurance facilities and joint underwriting associations in various states that provide insurance coverage to individuals or entities that otherwise are unable to purchase such coverage from private insurers.
The Company routinely reviews its exposure to assessments from these plans, facilities and government programs. Underwriting results related to these arrangements, which tend to be adverse, have been immaterial to the Company’s results of operations in the last two years. Because of the Company’s participation, it may be exposed to losses that surpass the capitalization of these facilities or assessments from these facilities.
Guarantees
In the normal course of business, the Company provides standard indemnifications to contractual
counterparties in connection with numerous transactions, including acquisitions and divestitures. The types of indemnifications typically provided include indemnifications for breaches of representations and warranties, taxes and certain other liabilities, such as third-party lawsuits. The indemnification clauses are often standard contractual terms and are entered into in the normal course of business based on an assessment that the risk of loss would be remote. The terms of the indemnifications vary in duration and nature. In many cases, the maximum obligation is not explicitly stated and the contingencies triggering the obligation to indemnify have not occurred and are not expected to occur. Consequently, the maximum amount of the obligation under such indemnifications is not determinable. Historically, the Company has not made any material payments pursuant to these obligations.
The aggregate liability balance related to all guarantees was not material as of September 30, 2021.
Third Quarter 2021 Form 10-Q 43
Notes to Condensed Consolidated Financial Statements
Regulation and compliance
The Company is subject to extensive laws, regulations, administrative directives, and regulatory actions. From time to time, regulatory authorities or legislative bodies seek to influence and restrict premium rates, require premium refunds to policyholders, require reinstatement of terminated policies, prescribe rules or guidelines on how affiliates compete in the marketplace, restrict the ability of insurers to cancel or non-renew policies, require insurers to continue to write new policies or limit their ability to write new policies, limit insurers’ ability to change coverage terms or to impose underwriting standards, impose additional regulations regarding agency and broker compensation, regulate the nature of and amount of investments, impose fines and penalties for unintended errors or mistakes, impose additional regulations regarding cybersecurity and privacy, and otherwise expand overall regulation of insurance products and the insurance industry. In addition, the Company is subject to laws and regulations administered and enforced by federal agencies, international agencies, and other organizations, including but not limited to the Securities and Exchange Commission (“SEC”), the Financial Industry Regulatory Authority, the U.S. Equal Employment Opportunity Commission, and the U.S. Department of Justice. The Company has established procedures and policies to facilitate compliance with laws and regulations, to foster prudent business operations, and to support financial reporting. The Company routinely reviews its practices to validate compliance with laws and regulations and with internal procedures and policies. As a result of these reviews, from time to time the Company may decide to modify some of its procedures and policies. Such modifications, and the reviews that led to them, may be accompanied by payments being made and costs being incurred. The ultimate changes and eventual effects of these actions on the Company’s business, if any, are uncertain.
Legal and regulatory proceedings and inquiries
The Company and certain subsidiaries are involved in a number of lawsuits, regulatory inquiries, and other legal proceedings arising out of various aspects of its business.
Background These matters raise difficult and complicated factual and legal issues and are subject to many uncertainties and complexities, including the underlying facts of each matter; novel legal issues; variations between jurisdictions in which matters are being litigated, heard, or investigated; changes in assigned judges; differences or developments in applicable laws and judicial interpretations; judges reconsidering prior rulings; the length of time before many of these matters might be resolved by settlement, through litigation, or otherwise; adjustments with respect to anticipated trial schedules and other proceedings; developments in similar actions against other companies; the fact that some of the lawsuits are putative class actions in which a class has not been certified and in which the purported class may not be clearly defined; the fact that some of the
lawsuits involve multi-state class actions in which the applicable law(s) for the claims at issue is in dispute and therefore unclear; and the challenging legal environment faced by corporations and insurance companies.
The outcome of these matters may be affected by decisions, verdicts, and settlements, and the timing of such decisions, verdicts, and settlements, in other individual and class action lawsuits that involve the Company, other insurers, or other entities and by other legal, governmental, and regulatory actions that involve the Company, other insurers, or other entities. The outcome may also be affected by future state or federal legislation, the timing or substance of which cannot be predicted.
In the lawsuits, plaintiffs seek a variety of remedies which may include equitable relief in the form of injunctive and other remedies and monetary relief in the form of contractual and extra-contractual damages. In some cases, the monetary damages sought may include punitive or treble damages. Often specific information about the relief sought, such as the amount of damages, is not available because plaintiffs have not requested specific relief in their pleadings. When specific monetary demands are made, they are often set just below a state court jurisdictional limit in order to seek the maximum amount available in state court, regardless of the specifics of the case, while still avoiding the risk of removal to federal court. In Allstate’s experience, monetary demands in pleadings bear little relation to the ultimate loss, if any, to the Company.
In connection with regulatory examinations and proceedings, government authorities may seek various forms of relief, including penalties, restitution, and changes in business practices. The Company may not be advised of the nature and extent of relief sought until the final stages of the examination or proceeding.
Accrual and disclosure policy The Company reviews its lawsuits, regulatory inquiries, and other legal proceedings on an ongoing basis and follows appropriate accounting guidance when making accrual and disclosure decisions. The Company establishes accruals for such matters at management’s best estimate when the Company assesses that it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. The Company does not establish accruals for such matters when the Company does not believe both that it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. The Company’s assessment of whether a loss is reasonably possible, or probable, is based on its assessment of the ultimate outcome of the matter following all appeals. The Company does not include potential recoveries in its estimates of reasonably possible or probable losses. Legal fees are expensed as incurred.
The Company continues to monitor its lawsuits, regulatory inquiries, and other legal proceedings for further developments that would make the loss contingency both probable and estimable, and accordingly accruable, or that could affect the amount
44 www.allstate.com
Notes to Condensed Consolidated Financial Statements
of accruals that have been previously established. There may continue to be exposure to loss in excess of any amount accrued. Disclosure of the nature and amount of an accrual is made when there have been sufficient legal and factual developments such that the Company’s ability to resolve the matter would not be impaired by the disclosure of the amount of accrual.
When the Company assesses it is reasonably possible or probable that a loss has been incurred, it discloses the matter. When it is possible to estimate the reasonably possible loss or range of loss above the amount accrued, if any, for the matters disclosed, that estimate is aggregated and disclosed. Disclosure is not required when an estimate of the reasonably possible loss or range of loss cannot be made.
For certain of the matters described below in the “Claims related proceedings” and “Other proceedings” subsections, the Company is able to estimate the reasonably possible loss or range of loss above the amount accrued, if any. In determining whether it is possible to estimate the reasonably possible loss or range of loss, the Company reviews and evaluates the disclosed matters, in conjunction with counsel, in light of potentially relevant factual and legal developments.
These developments may include information learned through the discovery process, rulings on dispositive motions, settlement discussions, information obtained from other sources, experience from managing these and other matters, and other rulings by courts, arbitrators or others. When the Company possesses sufficient appropriate information to develop an estimate of the reasonably possible loss or range of loss above the amount accrued, if any, that estimate is aggregated and disclosed below. There may be other disclosed matters for which a loss is probable or reasonably possible, but such an estimate is not possible. Disclosure of the estimate of the reasonably possible loss or range of loss above the amount accrued, if any, for any individual matter would only be considered when there have been sufficient legal and factual developments such that the Company’s ability to resolve the matter would not be impaired by the disclosure of the individual estimate.
The Company currently estimates that the aggregate range of reasonably possible loss in excess of the amount accrued, if any, for the disclosed matters where such an estimate is possible is zero to $ 85 million, pre-tax. This disclosure is not an indication of expected loss, if any. Under accounting guidance, an event is “reasonably possible” if “the chance of the future event or events occurring is more than remote but less than likely” and an event is “remote” if “the chance of the future event or events occurring is slight.” This estimate is based upon currently available information and is subject to significant judgment and a variety of assumptions and known and unknown uncertainties. The matters underlying the estimate will change from time to time, and actual results may vary significantly from the current estimate. The estimate does not include matters or losses for which an estimate is not possible. Therefore, this estimate represents an estimate of possible loss only for certain matters meeting these criteria. It does not represent
the Company’s maximum possible loss exposure. Information is provided below regarding the nature of all of the disclosed matters and, where specified, the amount, if any, of plaintiff claims associated with these loss contingencies.
Due to the complexity and scope of the matters disclosed in the “Claims related proceedings” and “Other proceedings” subsections below and the many uncertainties that exist, the ultimate outcome of these matters cannot be predicted and in the Company’s judgment, a loss, in excess of amounts accrued, if any, is not probable. In the event of an unfavorable outcome in one or more of these matters, the ultimate liability may be in excess of amounts currently accrued, if any, and may be material to the Company’s operating results or cash flows for a particular quarterly or annual period. However, based on information currently known to it, management believes that the ultimate outcome of all matters described below, as they are resolved over time, is not likely to have a material effect on the financial position of the Company.
Claims related proceedings The Company is managing various disputes in Florida that raise challenges to the Company’s practices, processes, and procedures relating to claims for personal injury protection benefits under Florida auto policies. Medical providers continue to pursue litigation under various theories that challenge the amounts that the Company pays under the personal injury protection coverage, seeking additional benefit payments, as well as applicable interest, penalties and fees. There is a pending class action, Revival Chiropractic v. Allstate Insurance Company, et al. (M.D. Fla. filed January 2019; appeal pending, 11th Circuit Court of Appeals), where the court denied class certification and plaintiff’s request to file a renewed motion for class certification. The Company is also defending litigation involving individual plaintiffs.
The Company is defending putative class actions in various courts that raise challenges to the Company’s depreciation practices in homeowner property claims. In these lawsuits, plaintiffs generally allege that, when calculating actual cash value, the costs of “non-materials” such as labor, general contractor’s overhead and profit, and sales tax should not be subject to depreciation. The Company is currently defending the following lawsuits on this issue: Perry v. Allstate Indemnity Company, et al. (N.D. Ohio filed May 2016); Lado v. Allstate Vehicle and Property Insurance Company (S.D. Ohio filed March 2020); Maniaci v. Allstate Insurance Company (N.D. Ohio filed March 2020); Ferguson-Luke et al. v. Allstate Property and Casualty Insurance Company (N.D. Ohio filed April 2020); Huey v. Allstate Vehicle and Property Insurance Company (N.D. Miss. filed October 2019); Clark v. Allstate Vehicle and Property Insurance Company (Circuit Court of Independence Co., Ark. filed February 2016); Thaxton v. Allstate Indemnity Company (Madison Co., Ill. filed July 2020); Hester v. Allstate Vehicle and Property Insurance Company (St. Clair Co., Ill. filed June 2020); Mitchell, et al. v. Allstate Vehicle and Property Insurance Company, et al. (S.D. Ala. filed
Third Quarter 2021 Form 10-Q 45
Notes to Condensed Consolidated Financial Statements
August 2021). No classes have been certified in these matters.
The Company is defending putative class actions pending in multiple states alleging that the Company underpays total loss vehicle physical damage claims on auto policies. The allegedly systematic underpayments result from one or more of the following theories: (a) the third party valuation tool used by the Company as part of a comprehensive adjustment process is allegedly flawed, biased, or contrary to applicable law; (b) the Company allegedly does not pay sales tax, title fees, registration fees, and/or other specified fees that are allegedly mandatory under policy language or state legal authority; or (c) after paying for the value of the loss vehicle, then the Company allegedly is not entitled to retain the residual salvage value, and the Company allegedly must pay salvage value to the owner (or if the loss vehicle is retained by the owner, then the Company allegedly may not apply any offset for the salvage value).
The following cases are currently pending against the Company: Olberg v. Allstate Insurance Company, Allstate Fire and Casualty Insurance Company, and CCC Information Services, Inc. (W.D. Wash., filed April 2018); Bloomgarden v. Allstate Fire and Casualty Insurance Company (S.D. Fla., filed July 2018, dismissed August 2019, refiled on September 2019, remanded to 17th Judicial Circuit, Broward County October 2020); Erby v. Allstate Fire and Casualty Insurance Company (E.D. Pa., filed October 2018); Kronenberg v. Allstate Insurance Company and Allstate Fire and Casualty Insurance Company (E.D. N.Y., filed December 2018); Durgin v. Allstate Property and Casualty Insurance Company (W.D. LA, filed June 7, 2019); Anderson v. Allstate Insurance Company (20th Judicial Circuit, Collier County, Fla.; filed August 2019); Cody v. Allstate Fire and Casualty Insurance Company and Allstate County Mutual Insurance Company (N.D. Tex., filed August 2019); Saad v. National General Insurance Company (Superior Ct., Los Angeles County, Cal.; filed May 2020); Williams v. Esurance Property and Casualty Insurance Company (C.D. Cal,; filed September 2020); Cotton v. Allstate Fire and Casualty Insurance Company (Cir. Ct. of Cook County, Chancery Div., Ill.; filed October 2020); Romaniak v. Esurance Property and Casualty Insurance Company (N.D. Ohio, filed December 2020); Rawlins v. Esurance Property and Casualty Insurance Company (E.D. Missouri; filed February 2021).
None of the courts in any of the pending matters has ruled on class certification.
Other proceedings The Company is defending against an investigatory hearing before the California Insurance Commissioner concerning the private passenger automobile insurance rating practices of Allstate Insurance Company and Allstate Indemnity Company in California. The investigatory hearing is captioned: In the Matter of the Rating Practices of Allstate Insurance Company and Allstate Indemnity Company. Pursuant to the Notice of Hearing issued by the California Insurance Commissioner, the California Insurance Commissioner is investigating: (1) whether Allstate has potentially violated California insurance
law by using illegal price optimization; (2) how Allstate implemented any such potentially illegal price optimization in its private passenger auto insurance rates and/or class plans; and (3) how such potentially illegal price optimization impacted Allstate’s private passenger auto insurance policyholders. Fact discovery has been completed in the investigatory hearing and an administrative hearing is scheduled to begin on May 10, 2022.
The stockholder derivative actions described below are disclosed pursuant to SEC disclosure requirements for these types of matters. The putative class action alleging violations of the federal securities laws is disclosed because it involves similar allegations to those made in the stockholder derivative actions.
Biefeldt / IBEW Consolidated Action. Two separately filed stockholder derivative actions have been consolidated into a single proceeding that is pending in the Circuit Court for Cook County, Illinois, Chancery Division. The original complaint in the first-filed of those actions, Biefeldt v. Wilson, et al. , was filed on August 3, 2017, in that court by a plaintiff alleging that she is a stockholder of the Company. On June 29, 2018, the court granted defendants’ motion to dismiss that complaint for failure to make a pre-suit demand on the Allstate Board but granted plaintiff permission to file an amended complaint. The original complaint in IBEW Local No. 98 Pension Fund v. Wilson, et al. , was filed on April 12, 2018, in the same court by another plaintiff alleging to be a stockholder of the Company. After the court issued its dismissal decision in the Biefeldt action, plaintiffs agreed to consolidate the two actions and filed a consolidated amended complaint naming as defendants the Company’s chairman, president and chief executive officer, its former president, and certain present or former members of the board of directors. In that complaint, plaintiffs allege that the directors and officer defendants breached their fiduciary duties to the Company in connection with allegedly material misstatements or omissions concerning the Company’s automobile insurance claim frequency statistics and the reasons for a claim frequency increase for Allstate brand auto insurance between October 2014 and August 3, 2015. The factual allegations are substantially similar to those at issue in In re The Allstate Corp. Securities Litigation . Plaintiffs further allege that a senior officer and several outside directors engaged in stock option exercises allegedly while in possession of material nonpublic information. Plaintiffs seek, on behalf of the Company, an unspecified amount of damages and various forms of equitable relief. Defendants moved to dismiss the consolidated complaint on September 24, 2018 for failure to make a demand on the Allstate Board. On May 14, 2019, the court granted defendants’ motion to dismiss the complaint, but allowed plaintiffs leave to file a second consolidated amended complaint which they filed on September 17, 2019. Defendants moved to dismiss the complaint on November 1, 2019 for failure to make a demand on the Allstate Board. The court subsequently requested supplemental briefing on the motion which concluded on February 1, 2021. On February 24, 2021, the court dismissed the second amended consolidated complaint with prejudice.
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Notes to Condensed Consolidated Financial Statements
Plaintiffs filed a notice of appeal on March 26, 2021 and the appeal will be fully briefed as of November 8, 2021.
In Sundquist v. Wilso n, et al., another plaintiff alleging to be a stockholder of the Company filed a stockholder derivative complaint in the United States District Court for the Northern District of Illinois on May 21, 2018. Plaintiff seeks, on behalf of the Company, an unspecified amount of damages and various forms of equitable relief. The complaint names as defendants the Company’s chairman, president and chief executive officer, its former president, its former vice chairman, and certain present or former members of the board of directors.
The complaint alleges breaches of fiduciary duty based on allegations similar to those asserted in In re The Allstate Corp. Securities Litigation as well as state law “misappropriation” claims based on stock option transactions by the Company’s chairman, president and chief executive officer, its former vice chairman, and certain members of the board of directors. Defendants moved to dismiss and/or stay the complaint on August 7, 2018. On December 4, 2018, the court granted defendants’ motion and stayed the case pending the final resolution of the consolidated Biefeldt/IBEW matter.
Mims v. Wilson, et al., is an additional stockholder derivative action filed on February 12, 2020 in the United States District Court for the Northern District of Illinois. Plaintiff alleges that she previously made a demand on the Allstate board of directors and seeks, on behalf of the Company, an unspecified amount of damages and various forms of equitable relief. The complaint names as defendants the Company’s chairman, president and chief executive officer, its former president, its former vice chairman, and certain present or former members of the board of directors. The complaint alleges breaches of fiduciary duty and unjust enrichment based on allegations similar to those asserted in In re The Allstate Corp. Securities Litigation . On February 20, 2020, the Allstate board of directors appointed a special committee to investigate the allegations in plaintiff’s demand. The Company moved to dismiss the complaint on August 24, 2020 and on December 8, 2020, the court granted defendants’ motion, and dismissed the complaint with prejudice. On January 5, 2021, plaintiff filed a motion to alter the judgment and requested leave to file an amended complaint and defendants opposed the motion. On February 10, 2021, the court denied plaintiff’s motion to alter the judgment. No appeal was filed.
In re The Allstate Corp. Securities Litigation is a certified class action filed on November 11, 2016 in the United States District Court for the Northern District of Illinois against the Company and two of its officers asserting claims under the federal securities laws. Plaintiffs allege that they purchased Allstate common stock during the class period and suffered damages as the result of the conduct alleged. Plaintiffs seek an unspecified amount of damages, costs, attorney’s fees, and other relief as the court deems appropriate. Plaintiffs allege that the Company and certain senior officers made allegedly material misstatements or
omissions concerning claim frequency statistics and the reasons for a claim frequency increase for Allstate brand auto insurance between October 2014 and August 3, 2015.
Plaintiffs further allege that a senior officer engaged in stock option exercises during that time allegedly while in possession of material nonpublic information about Allstate brand auto insurance claim frequency. The Company, its chairman, president and chief executive officer, and its former president are the named defendants. After the court denied their motion to dismiss on February 27, 2018, defendants answered the complaint, denying plaintiffs’ allegations that there was any misstatement or omission or other misconduct. On June 22, 2018, plaintiffs filed their motion for class certification. The court allowed the lead plaintiffs to amend their complaint to add the City of Providence Employee Retirement System as a proposed class representative and on September 12, 2018, the amended complaint was filed. On March 26, 2019, the court granted plaintiffs’ motion for class certification and certified a class consisting of all persons who purchased Allstate common stock between October 29, 2014 and August 3, 2015. On April 9, 2019, defendants filed with the U.S. Court of Appeals for the Seventh Circuit a petition for permission to appeal this ruling and the Seventh Circuit granted that petition on April 25, 2019. On July 16, 2020, the Seventh Circuit vacated the class certification order and remanded the matter for further consideration by the district court. Discovery in this matter concluded on October 5, 2020. On December 21, 2020, the district court again granted plaintiffs’ motion for class certification and certified a class consisting of all persons who purchased Allstate common stock between October 29, 2014 and August 3, 2015. On January 4, 2021, defendants filed with the Seventh Circuit a petition for permission to appeal this ruling. The petition was denied on January 28, 2021. The parties concluded briefing Daubert motions on April 22, 2021.
The Company is defending two putative class actions in California federal court, Holland Hewitt v. Allstate Life Insurance Company (E.D. Cal., filed May 2020) and Farley v. Lincoln Benefit Life Compan y (E.D. Cal., filed Dec. 2020), where the plaintiffs generally allege that the defendants failed to comply with certain California statutes which address contractual grace periods and lapse notice requirements for certain life insurance policies. Plaintiffs claim that these statutes apply to life insurance policies that existed before the statutes’ effective date. The plaintiffs seek damages and injunctive relief. No classes have been certified in these matters. In August 2021, the California Supreme Court in McHugh v. Protective Life , a matter involving another insurer, determined that the statutory notice requirements apply to life insurance policies issued before the statutes’ effective date. In continuing to defend these matters, the Company maintains various defenses to the merits of the plaintiffs’ claims and to class certification.
Third Quarter 2021 Form 10-Q 47
Notes to Condensed Consolidated Financial Statements
Note 14 Benefit Plans
Components of net cost (benefit) for pension and other postretirement plans
Three months ended September 30, Nine months ended September 30,
($ in millions) 2021 2020 2021 2020
Pension benefits
Service cost $ 27 $ 25 $ 78 $ 78
Interest cost 47 49 145 161
Expected return on plan assets ( 112 ) ( 104 ) ( 338 ) ( 303 )
Amortization of prior service credit ( 13 ) ( 14 ) ( 38 ) ( 42 )
Curtailment loss — 10 — 10
Costs and expenses ( 51 ) ( 34 ) ( 153 ) ( 96 )
Remeasurement of projected benefit obligation ( 25 ) 130 ( 292 ) 686
Remeasurement of plan assets 68 ( 202 ) ( 99 ) ( 391 )
Remeasurement (gains) losses 43 ( 72 ) ( 391 ) 295
Pension net (benefit) cost $ ( 8 ) $ ( 106 ) $ ( 544 ) $ 199
Postretirement benefits
Service cost $ — $ 1 $ 1 $ 4
Interest cost 2 2 6 8
Amortization of prior service credit ( 5 ) ( 1 ) ( 18 ) ( 3 )
Curtailment gain — ( 8 ) — ( 8 )
Costs and expenses ( 3 ) ( 6 ) ( 11 ) 1
Remeasurement of projected benefit obligation ( 3 ) 1 ( 13 ) 25
Remeasurement of plan assets — — — —
Remeasurement (gains) losses ( 3 ) 1 ( 13 ) 25
Postretirement net (benefit) cost $ ( 6 ) $ ( 5 ) $ ( 24 ) $ 26
Pension and postretirement benefits
Costs and expenses $ ( 54 ) $ ( 40 ) $ ( 164 ) $ ( 95 )
Remeasurement (gains) losses 40 ( 71 ) ( 404 ) 320
Total net (benefit) cost $ ( 14 ) $ ( 111 ) $ ( 568 ) $ 225
Differences between expected and actual returns on plan assets and changes in assumptions affect the Company’s pension and other postretirement obligations, plan assets and expenses.
Pension and other postretirement service cost, interest cost, expected return on plan assets, amortization of prior service credit and curtailment gains and losses are reported in property and casualty insurance claims and claims expense, operating costs and expenses, net investment income and (if applicable) restructuring and related charges on the Condensed Consolidated Statement of Operations.
Pension and postretirement benefits remeasurement gains and losses
Three months ended September 30, Nine months ended September 30,
($ in millions) 2021 2020 2021 2020
Remeasurement of projected benefit obligation (gains) losses:
Discount rate $ ( 32 ) $ 57 $ ( 271 ) $ 454
Other assumptions 4 74 ( 34 ) 257
Remeasurement of plan assets (gains) losses 68 ( 202 ) ( 99 ) ( 391 )
Remeasurement (gains) losses $ 40 $ ( 71 ) $ ( 404 ) $ 320
Remeasurement losses for the third quarter of 2021 primarily related to unfavorable asset performance compared to the expected return on plan assets, partially offset by an increase in the liability discount rate. Remeasurement gains in the first nine months of 2021 primarily related to an increase in the liability discount rate and favorable asset performance compared to the expected return on plan assets.
The weighted average discount rate used to measure the benefit obligation increased to 2.90 % at
September 30, 2021 compared to 2.85 % at June 30, 2021, decreased compared to 3.13 % at March 31, 2021 and increased compared to 2.51 % at December 31, 2020 resulting in gains for the third quarter and first nine months of 2021.
For the third quarter of 2021, the actual return on plan assets was lower due to higher market yields resulting in decreased fixed income valuations and modest public equity performance. For the first nine
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Notes to Condensed Consolidated Financial Statements
months of 2021, the actual return on plan assets was higher primarily due to strong equity performance.
Note 15 Supplemental Cash Flow Information
Non-cash investing activities include $ 31 million and $ 42 million related to mergers and exchanges completed with equity securities, fixed income securities, limited partnerships, and modification of other investments for the nine months ended September 30, 2021 and 2020, respectively.
Non-cash financing activities include $ 52 million and $ 56 million related to the issuance of Allstate common shares for vested equity awards for the nine months ended September 30, 2021 and 2020, respectively.
Cash flows used in operating activities in the Condensed Consolidated Statements of Cash Flows include cash paid for operating leases related to amounts included in the measurement of lease liabilities of $ 137 million and $ 118 million for the nine
months ended September 30, 2021 and 2020, respectively. Non-cash operating activities include $ 96 million and $ 47 million related to right-of-use assets obtained in exchange for lease obligations for the nine months ended September 30, 2021 and 2020, respectively.
Liabilities for collateral received in conjunction with the Company’s securities lending program and OTC and cleared derivatives are reported in other liabilities and accrued expenses or other investments. The accompanying cash flows are included in cash flows from operating activities in the Condensed Consolidated Statements of Cash Flows along with the activities resulting from management of the proceeds, as follows:
($ in millions) Nine months ended September 30,
2021 2020
Net change in proceeds managed
Net change in short-term investments $ ( 579 ) $ 211
Operating cash flow (used) provided ( 579 ) 211
Net change in cash 12 ( 6 )
Net change in proceeds managed $ ( 567 ) $ 205
Cash flows from operating activities
Net change in liabilities
Liabilities for collateral, beginning of period $ ( 914 ) $ ( 1,298 )
Liabilities for collateral, end of period ( 1,481 ) ( 1,093 )
Operating cash flow provided (used) $ 567 $ ( 205 )
Third Quarter 2021 Form 10-Q 49
Notes to Condensed Consolidated Financial Statements
Note 16 Other Comprehensive Income
Components of other comprehensive income (loss) on a pre-tax and after-tax basis
($ in millions) Three months ended September 30,
2021 2020
Pre-tax Tax After-tax Pre-tax Tax After-tax
Unrealized net holding gains and losses arising during the period, net of related offsets $ ( 343 ) $ 73 $ ( 270 ) $ 414 $ ( 88 ) $ 326
Less: reclassification adjustment of realized capital gains and losses 84 ( 18 ) 66 233 ( 49 ) 184
Unrealized net capital gains and losses ( 427 ) 91 ( 336 ) 181 ( 39 ) 142
Unrealized foreign currency translation adjustments ( 26 ) 5 ( 21 ) 32 ( 7 ) 25
Unamortized pension and other postretirement prior service credit (1)
( 19 ) 4 ( 15 ) 48 ( 10 ) 38
Other comprehensive (loss) income $ ( 472 ) $ 100 $ ( 372 ) $ 261 $ ( 56 ) $ 205
Nine months ended September 30,
2021 2020
Pre-tax Tax After-tax Pre-tax Tax After-tax
Unrealized net holding gains and losses arising during the period, net of related offsets $ ( 1,350 ) $ 288 $ ( 1,062 ) $ 1,777 $ ( 376 ) $ 1,401
Less: reclassification adjustment of realized capital gains and losses 367 ( 77 ) 290 689 ( 145 ) 544
Unrealized net capital gains and losses ( 1,717 ) 365 ( 1,352 ) 1,088 ( 231 ) 857
Unrealized foreign currency translation adjustments 13 ( 3 ) 10 ( 6 ) 1 ( 5 )
Unamortized pension and other postretirement prior service credit (1)
( 56 ) 12 ( 44 ) 40 ( 9 ) 31
Other comprehensive (loss) income $ ( 1,760 ) $ 374 $ ( 1,386 ) $ 1,122 $ ( 239 ) $ 883
(1) Represents prior service credits reclassified out of other comprehensive income and amortized into operating costs and expenses.
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Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of
The Allstate Corporation
Northbrook, Illinois 60062
Results of Review of Interim Financial Information
We have reviewed the accompanying condensed consolidated statement of financial position of The Allstate Corporation and subsidiaries (the “Company”) as of September 30, 2021, the related condensed consolidated statements of operations, comprehensive income and shareholders’ equity for the three and nine month periods ended September 30, 2021 and 2020, and cash flows for the nine month periods ended September 30, 2021 and 2020, and the related notes (collectively referred to as the “condensed consolidated financial statements”). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying condensed consolidated financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.
We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated statement of financial position of The Allstate Corporation and subsidiaries as of December 31, 2020, and the related consolidated statements of operations, comprehensive income, shareholders’ equity, and cash flows for the year then ended prior to the reclassification for the discontinued operations described in Note 3 to the accompanying interim financial information (not presented herein); and in our report dated February 19, 2021, we expressed an unqualified opinion on those consolidated financial statements. We also audited the adjustments described in Note 3 that were applied to reclassify the December 31, 2020 consolidated statement of financial position of The Allstate Corporation and subsidiaries (not presented herein) for discontinued operations. In our opinion, such adjustments are appropriate and have been properly applied to the previously issued consolidated statement of financial position in deriving the accompanying retrospectively adjusted consolidated statement of financial position as of December 31, 2020.
Basis for Review Results
These condensed consolidated financial statements are the responsibility of the Company's management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our reviews in accordance with standards of the PCAOB. A review of the condensed consolidated financial statements consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
/s/ DELOITTE & TOUCHE LLP
Chicago, Illinois
November 3, 2021
Third Quarter 2021 Form 10-Q 51
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.