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Notice of 2025 Annual Meeting and Proxy Statement

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Index

Front Cover
Letter from Chair, President & CEO
Letter from Independent Directors
Notice of 2025 Annual Meeting of Shareholders
Table of Contents
About Allstate
Voting Roadmap
Corporate Governance
Proposal 1 Election of 13 Directors
Executive Compensation
Proposal 2 Say-on-Pay: Advisory Vote on the Compensation of the Named Executives
Audit Committee Matters
Proposal 3 Ratification of Deloitte & Touche LLP as the Independent Registered Public Accountant for 2025
Sustainability at Allstate
Stock Ownership Information
Proxy and Voting Information
Appendix A – Definitions of Non-GAAP Measures
Appendix B – Categorical Standards of Independence
Appendix C – Executive Officers
Helpful Links and Resources
Table of Contents 10K
Item 1. Business
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 1C. Cybersecurity
Item 2. Properties
Item 3. Legal Proceedings
Item 4. Mine Safety Disclosures
Item 5. Market for Registrant's Common Equity, Related Stockholders Matters and Issuer Purchases of Equity Securities
Item 6. [Reserved]
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Item 8. Financial Statements and Supplementary Data
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A. Controls and Procedures
Item 9B. Other Information
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Item 10. Directors, Executive Officers and Corporate Governance
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13. Certain Relationships and Related Transactions, and Director Independence
Item 14. Principal Accounting Fees and Services
Item 15. Exhibits and Financial Statement Schedules
Item 16. Form 10-K Summary
Signatures
Financial Statement Schedules
266 / 310
Congressional authorization for the NFIP is
periodically evaluated and may be subjected to
freezes, including when the federal government
experiences a shutdown. FEMA has a NFIP reinsurance
program to manage the future exposure of the NFIP
through the transfer of risk to private reinsurance
companies and capital market investors. Congress
must periodically renew the funding of the program as
well as consider reforms to the program that would be
incorporated in legislation to reauthorize the NFIP. On
December 21, 2024, the president signed legislation
passed by Congress that extends the NFIP
authorization until March 14, 2025. As of September 30,
2024, the NFIP owes $20.5billion to the U.S. Treasury.
The amounts recoverable as of December31, 2024
and 2023 were $279 million and $76 million,
respectively. Annual premiums earned and paid to
NFIP include $368 million, $327 million and $319 million
in 2024, 2023 and 2022, respectively. Qualifying losses
incurred that are ceded to NFIP include $618 million,
$102 million and $435 million in 2024, 2023 and 2022,
respectively.
Catastrophe reinsurance The Company’s
reinsurance program is designed to provide
reinsurance protection for catastrophes resulting from
multiple perils including hurricanes, windstorms, hail,
tornadoes, winter storms, wildfires, earthquakes and
fires following earthquakes.
The Company purchases reinsurance from
traditional reinsurance companies as well as the
insurance-linked securities (“ILS”) market.
The majority of the Company’s program comprises
multi-year contracts, primarily placed in the
traditional reinsurance market, such that generally
one-third of the program is renewed every year.
Coverage is generally purchased on a broad
geographic, product line and multiple peril loss
basis.
Florida personal lines property is covered by a
separate agreement, as the risk of loss is different
and the Company’s subsidiaries operating in this
state are separately capitalized.
When applicable, reinsurance reinstatement
premiums are recognized in the same period as
the loss event that gave rise to the reinstatement
premium and are recorded in claims and claims
expense in the Consolidated Statements of
Operations.
The Company’s current catastrophe reinsurance
program utilizes the Company’s risk and return
framework which is intended to provide shareholders
with an acceptable return on the risks assumed in the
property business, and to reduce variability of
earnings, while providing protection to customers. This
framework incorporates the Company’s robust
economic capital model and is informed by
catastrophe risk models including hurricanes,
earthquakes and wildfires. The Company monitors risk
both in the aggregate and by peril, while also
evaluating model performance relative to experience
and its expectations of catastrophe risk trends. As of
December 31, 2024, the modeled 1-in-100 probable
maximum loss for hurricane, earthquake and wildfire
perils is approximately $3.5billion, net of reinsurance.
The Company continually reviews its aggregate risk
appetite and the cost and availability of reinsurance to
optimize the risk and return profile of this exposure.
The following catastrophe reinsurance agreements are
in effect as of December31, 2024.
The Nationwide Excess Catastrophe Reinsurance
Program (the “Nationwide Program”) provides
coverage up to $7.90billion of loss less retentions of
$750million to $1.00billion for the first event of the
program year and is subject to the percentage of
reinsurance placed in each of its agreements. Multiple
wildfires can be defined by the Nationwide Program as
a single event occurrence based on a combination of
when the events occur and their proximity to one
another. Property business in the state of Florida is
excluded from this program. Separate reinsurance
agreements address the distinct needs of separately
capitalized legal entities. The Nationwide Program
includes reinsurance agreements with both the
traditional and ILS markets as described below:
Core traditional market per occurrence
agreements provide limits totaling $5.09billion for
catastrophe losses arising out of multiple perils
and are comprised of the following:
Multi-year contracts providing combined
$3.25billion of placed limits exhausting at
$4.25billion, with a 5% co-participation and
one annual reinstatement. One third of the
contracts are structured with a $750million
retention for the first event and $500million
retention for subsequent events with
remaining contracts attaching at a $1.00billion
retention.
Two eight-year term contracts providing
combined $236million of placed limits, both
with a 5% co-participation and one
reinstatement of limits over each contract’s
term.
Six single-year contracts providing combined
$1.61billion of placed limits filling capacity
around the multi-year and ILS placements,
with two contracts providing one
reinstatement of limits.
ILS placements provide $1.95billion of placed
limits, with no reinstatement of limits, and are
comprised of the following:
Six contracts providing occurrence coverage
of $1.30billion of placed limits, reinsuring
losses in all states except Florida caused by
named storms, earthquakes and fire following
earthquakes, severe weather, wildfires, and
other naturally occurring or man-made events
determined to be a catastrophe by the
Company.
Two contracts providing occurrence and
aggregate coverage of $325million of placed
2024 Form 10-K Notes to Consolidated Financial Statements
The Allstate Corporation 151