Robert Block – VP, IR Tom Wilson – Chairman, President and CEO Don Civgin – SVP and CFO, Allstate Insurance Company Judy Greffin – SVP and Chief Investment Officer, Allstate Insurance Company George Ruebenson – President, Allstate Protection, Allstate Insurance Company Matt Winter – President and CEO, Allstate Financial

Jay Gelb – Barclays Matthew Heimermann – JP Morgan Cliff Gallant – KBW Dan Johnson – Citadel Paul Newsome – Sandler O'Neill Ian Gutterman – Adage Capital Bob Glasspiegel – Langen McAlenney Vinay Misquith – Credit Suisse Meyer Shields – Stifel Nicolaus Brian Meredith – UBS John Hall – Wells Fargo Securities

Thanks, Matt. Good morning, everyone and thanks for joining us today for Allstate's Third Quarter Earnings Conference Call.

As is our custom, Tom Wilson, Don Civgin, and I will provide some commentary on results for the quarter, followed by a question-and-answer session. Joining us for the Q&A are Judy Greffin, our Chief Investment Officer, Sam Pilch, our Controller, George Ruebenson, President of Allstate Protection and Matt Winter, President of Allstate Financial.

During that session we will ask you please limit yourself to one question and one follow-up so that we can hear from as many people as possible during our time together. Last night we issued our press release, the majority of our investor supplement and our 10Q for the third quarter.

We also posted a slide presentation that will be used in conjunction with our prepared remarks. All of these documents can be found on our Web site.

On slide#1 will you find our Safe Harbor statements. This discussion may contain forward-looking statements regarding Allstate's operations, actual results may differ materially so please refer to our Form 10K for 2008, our third quarter 10Q and our most recent press release for information on potential risks.

We will also discuss some non-GAAP measures which the reconciliations in our press release and on our Web site. This call is being recorded and a replay will be available following the call.

As always, Christine Yeider and I will be available to answer any further questions you may have once the call is complete. Now I'll turn the call over to Tom Wilson.

Good morning. Thank you for your interest in Allstate.

I'll make some brief comments on our overall results. Bob will then cover Allstate Protection and Allstate Financial.

Don will cover our investment results and financial position. Let's begin with the third quarter.

If you reflect on our three priorities, which are shown on slide #2 you'll see that we made progress on all of those. First, keeping Allstate financially strong in what has been a volatile economic environment.

We continue to perform very well on this objective. We generated 538 million in operating income and 221 million in net income in the third quarter.

Book value per share grew by 15.9% from the second quarter to 32.29%, which is a result of solid operating results, our proactive focus on risk mitigation, return optimization and improving financial markets. Our capital position remains strong on both a statutory and GAAP capital basis.

Our auto business continues to perform very well. Margins remain strong and the new business momentum and improvements in retention are beginning to build a foundation for sustainable growth.

We do remain vigilant in our efforts to improve profitability in the homeowners’ line, gaining needed rate increases, while maintaining a prudent risk appetite. Our overall recorded combined ratio was 94.7, the underlying combined ratio was 88 which was within the range of expectations we set earlier in the year.

Allstate Financial has made progress on its efforts to improve returns and is 80% of the way home to completing the focus to win efforts. Investment valuations improved dramatically as we maintained our exposure to corporate credit and that paid off big time in the quarter.

We also invested in another $4.6 billion of excess liquidity. On the risk mitigation front we continue to lower our exposure to real estate and have begun to slightly reduce our exposure in municipal debt.

We've also maintained our program to protect our economic position, if interest rates rise. So we’re laying the foundation for sustainable growth through our work on improving customer loyalty and reinvesting protection retirement for the consumer.

Our measure of customer loyalty improved for the third consecutive quarter which is making inroads on our deficit to the industry. Both our auto and homeowners retention ratios increased from the prior quarter.

And that's a result of a number of reinvention efforts including things like Next Gen claims, which improve customer satisfaction on property and we've calibrated, of course, remember our 401K match on customer loyalty rather than profits. Our reinvention efforts to provide choice for customers, things like Your Choice Auto, Allstate blue, combined with more targeted marketing and improved sales processes at our agencies and direct operations contributed to a 12% increase in auto new business over the prior year quarter.

This is the third quarter in a row of increased new business, which when you combine it with a higher customer retention will drive market share growth. On the leadership front we had several significant changes.

Matt Winter joins us as CEO of Allstate Financial. The breadth of his experience, his track record of success and his passion for reinventing financial services for middle income customers will enable to us build on the success of our focus to win initiatives.

Mark LaNeve joins us as Chief Marketing Officer. His success in repositioning brands such as Cadillac, his general management experience in making brands live at the local level as well as the national level will help drive our efforts to reinvent protection retirement.

This also frees up Joan Walker to build on the success in improving our reputation and to make reinvention of self-sustaining. George Ruebenson has decided to retire at the end of the year after a successful three years as President of Allstate Protection.

The strategy in leadership team will enable us to continue to build on the momentum he started for growth. We'll miss George.

But thank him for his almost 40 years of service. Overall, it was a solid performance in the third quarter.

Our shared vision has grown routes and we're building a competitively differentiated strategy to drive sustainable growth. Now I'll turn it back to Bob.

Thanks, Tom. Turning to slide#3, property, liability and net written premium at $6.8 billion, fell 2.2% compared to the third quarter 2008.

The reason for the drop remain the same. Overall units continue to decline and consumers continue to manage their insurance expenditures.

That said when you look at the details by line there are some trends indicating positive results in the future. Beginning with the Allstate brand standard auto net written premium was flat as new business applications increased 12% quarter-over-quarter, third quarterly increased in a row as Tom said.

Retention increased two-tenths of a point to 89.1% the first year-over-year increase since the first quarter 2005. Average premium climbed 1.9%, reflecting our consistent approach to seeking rate changes were needed, while continuing to provide distribution and product choices for consumers.

Allstate brand homeowners’ net written premium declined 2/10 of 1%. Increases in the average premium and retention were essentially offset by reductions in units as we continue to manage our exposure to catastrophic losses.

We continue to focus on gaining appropriate rate changes in order to bring this line of business back to an acceptable return on capital. During the third quarter we received approval for rate changes, averaging 6.9% in 19 states which will be earned over the next two years.

The two major lines of business then were essentially unchanged in the third quarter from a top-line perspective, but for different reasons, and with different future trajectories. The source of the overall decline in the quarter came in, in compass and a smaller line.

Efforts to improve the margins here are limiting top-line growth as we maintain our philosophy of profitable growth for all areas of our business. Shifting to a discussion of margins, our overall combined ratio for the quarter was 94.7%, a dramatic improvement from the third quarter 2008, driven by a relatively benign hurricane season so far this year.

The underlying combined ratio was 88% consistent with the first two quarters of the year and right in the middle of the range we expect for the full year. While the hurricane season has been light, we still experienced number of catastrophic events in the quarter.

In the third quarter we recorded $407 million from catastrophe losses with 24 events versus $1.8 billion experienced in the third quarter of 2008. This quarter included $80 million of favorable prior year reserve reestimates primarily related to subrogation recoveries from the 2007 California fires.

It also includes $86 million of upward development, cat losses experienced in the first two quarters of this year. On slide #4 we give you a look at the loss trends for auto.

As we expected reported frequencies for both bodily injury and property damage increased significantly in the third quarter compared to prior year, but remained at levels comparable to 2007. Auto frequencies in 2008 were favorably impacted by a variety of factors, high gas prices, drop in miles driven, rising unemployment, to name a few, with last year's third quarter being the most favorably affected.

This year's results look more like the results we experienced in 2007. Auto base severities continue to perform better than anticipated, offsetting to some extent the increases in frequency.

The combined effects of frequency and severity of pure premium are well within our pricing expectations and produce a standard auto combined ratio of 92.7%, 1.7 points higher than the third quarter 2008, but better than the first two quarters of this year. The loss cause trends for homeowners continue to be negatively impacted by non-catastrophe weather.

Non-cat frequency increased 13.5% from prior year with water, lightning and wind hill claims being the primary drivers of the increase. Homeowners base severity went up 9% quarter-over-quarter as increases in labor rates and roofing materials more than offset reductions in costs for other building materials.

We remain focused on gaining approval for appropriate rate changes to return this line to acceptable returns. On slide #5 we shift to Allstate financial results.

We generated an operating income of $95 million in the third quarter, an increase of 8% from the third quarter 2008. This increase was driven by favorable results in benefit margins and reduced operating expenses somewhat offset by a lower investment margin.

The benefit spread increased almost 50% from prior year with improved mortality experience, higher premiums at the Allstate workplace division, and increase in contract charges on interest sensitive light products being the main drivers. The reduced operating expenses reflect proactive management actions taken through the focus to win restructuring program.

As you will recall the focus to win initiative is expected to reduce annual operating costs by $90 million by 2011. Through the third quarter we've attained 80% of the expected annual expense savings.

The lower investment margin was the result of intentionally maintaining higher than normal levels of liquidity effectively lowering the portfolio yield as well as reduced asset boundaries, partly offset by lower interest credits on contractor holder funds. From a top-line perspective, premium and deposits fell by $863 million to just over $1 billion as we continue to focus on generating acceptable returns for fixed annuities.

Our focus remains on improving the overall returns for this business while seeking longer-term solutions to consumers’ retirements needs. Now I will turn it over to Don.

Thanks, Bob. I'll cover our investment performance in the third quarter and finish with some quick details on capital and liquidity.

Our proactive approach to risk management and return optimization led to continued improvements in our investment portfolio and increasingly strong capital position at the end of the third quarter. We continue to be mindful of challenges within certain segments of our portfolio, but our decisions and performance to-date give us confidence that we're on the right track.

Slide #6 gives a break down of our portfolio, now valued at just over $100 billion, a growth of over $4 billion during the quarter. While the overall make up of the portfolio remains about the same, over three quarters invested in fixed income securities with concentrations in investment grade corporate and municipal bonds, we continue to execute well on some key things.

We continue to reduce our exposure to commercial real estate, turning positions by almost $2 billion during the quarter, bringing the total reduction for the year to over $4 billion. We remain defensive regarding interest rate movement and have kept the duration of the fixed income portfolio under four.

We reduced our exposure to municipal bonds by $2 billion during the quarter through targeted sales, improving the overall quality of the portfolio along the way. Net sales and principal repayments in below investment grade assets totaled $1.6 billion, which helped to offset the ratings drift in the portfolio.

From a cash flow perspective the fixed income portfolio generated almost $2.2 billion this quarter and $6.6 billion through the first three quarters. And finally, we put another $4.6 billion in excess liquidity to work, as we look to produce more income and capital appreciation overtime.

Slide #7 shows the quarterly progression of investment income and realized capital gains and losses. Net investment income declined 20% from prior year, driven primarily by lower yields and to a lesser extent, smaller average asset balances.

As we continue to put more of our excess liquidity into higher yielding securities and interest rates begin to rise we should generate greater levels of investment income. We had $519 million in pretax realized capital losses driven primarily by $392 million in other than temporary impairment and $361 million in derivative losses, offset somewhat by $201 million in gains from sales of securities.

Our impairments continue to reflect the week economic environment though the pace has improved from prior quarters. On the derivative front most of the losses are due to our efforts to protect the portfolio against rising interest rates.

As I mentioned last quarter while we recognize losses here, we did have gains in asset valuations that more than offset the realized losses on derivatives. Unrealized gains and losses are displayed on slide #8.

Our unrealized position improved by $4.8 billion on a pretax basis to unrealized losses of $2.5 billion. This was the result of tightening credit spreads, declining interest rates and positive equity returns.

Structured fixed income securities remain in an unrealized loss position of $3.6 billion, an improvement of $1.4 billion from the prior quarter. Virtually, all of the remaining asset classes moved from a loss to a gain position by the end of Q3.

Slide #9 shows that these results can further strengthen our capital position and liquidity at the end of the third quarter. Shareholders equity reached $17.5 billion with book value now at $32.29 per share, an increase of $2.4 billion from Q2 2009 and $567 million more than a year ago.

Statutory surplus levels at both the property, liability and life companies remain strong and we’ve $3.36 billion of deployable assets at the holding company level. Our liquidity levels continue to get stronger.

We can now generate $33 billion within 90 days. And as a reminder, we’ve very limited debt refinancing needs with the 2009 debt maturities successfully refinanced earlier this year and zero, $40 million and $.350 million of debt maturities in 2010, '11 and '12 respectively.

Lastly, we continue to have our untapped $1 billion credit facility, which doesn't expire until 2012. Now I will turn it back to Tom.

The slide #10 is a repeat of our priorities for 2009. We remain financially strong.

We've come through a very difficult economic climate and improved on our strong financial position through proactive management, improving customer loyalty in reinventing protection retirement for the consumer and laying the foundation for sustainable growth. So we now like to here what's on your minds.

Thanks. Good morning.

Looking at the underlying combined ratio for the entire property casualty business, looks like it will be up around two points year-over-year 2009 versus 2008 for the full year. Should we anticipate that trends might continue or if you don't want to get into those details, what do you think will be the contributing factor to determine which way it will head directionally?

Good morning, Jay. This is Tom.

Of course, we're not going to give our outlook for next year until we get to the next quarter. So, thank you for reminding us we need to be there.

But when you look at it, it's really frequency-driven this year and I think the thing to look at is frequency, of course, is a little bit unpredictable. This year it looks a lot like 2007, as Bob said.

Looks like 2005. It looks like last year was abnormally low so I don't think we will go back to next year’s level or last year's level in the future, but that will bounce around a little bit.

I think if you want to look at the trends really, I think the best analytical approach is to look at both frequency and severity combined, which we, of course, call paid peer premium and then compare that to the trend line in the average premium and that can give you an estimate of what you think the combined ratio will look like next year. What we're also doing though is as you know this year we've done a good job of controlling expenses, which doesn't show up in that statistic, I just gave you.

So, we’re committed to making sure we control our expenses to get to our target combined ratio. So we feel pretty good about the run rate of the business I guess I would say, and when we get through this year we'll give a new forecast for next year, but we feel very good about being inside the range of 87 to 89 this year.

Thanks. And then my follow-up is looking at the run rate of Allstate Financial’s earnings, are there any items in there we should consider as one-time?

And what's the dollar amount of expense savings coming out in 2009?

Let me back up a little bit. First, Allstate Financial, of course, used to make $140 million to $150 million a quarter.

As we decrease the size of the balance sheet as investment income has come down it's been sort of in the $80 million to $90 million range. When you look at this quarter, mortality has had a more positive impact than I think would be sustaining.

But that bounces around a little bit too. So, this quarter we had the benefit of both lower deaths in the life block and more deaths in the annuity block, which is kind of a two for you, and so that has made the number go a little higher than I would expect.

The focus to win expenses were well on track to getting those down, all that stuff we publicized. Some of that comes through the P&L, Jay, but it also gets into what I call the Mr.

Coffee approach to accounting in that business which is you cut a bunch of expenses, it goes into all the calculation of expected gross profit and only a little bit comes through in the bottom-line. So you kind of pour in all the stuff a little bit and it drips out slowly.

We do think that, that business we’ve it on the right track to get its returns up. We stabilize its performance.

We got more variable expenses in there, and Matt's challenge now would be to build on that and find a way to grow in the middle income space, which we’ve some very good ideas on.

Thank you.

Hi, good morning everybody. I guess my first question is on Allstate Financial as well, but I guess with leverage, I think you have articulated that your goal was to bring operating leverage down in that business.

So my question is if you bring leverage down in that business, is it possible to generate a return that's good enough to cover the cost of capital in that business?

Matt, I wouldn't have stated our goal is bringing operating leverage down. I would state our goal is making sure we make the right amount of money on that which we do.

The net result of that has been, we've substantially decreased our size in certain products at this point in time particularly, fixed annuities, and the institutional markets. So, if you look at the size of the balance sheet it's come down, but not because we think small is better, we didn't like the returns in those businesses.

I do think that, that business can earn an appropriate return. I go all the way up to the top, and say, we're serving middle income Americans, they have tended to allow people to make adequate returns on capital if you provide a good service in a way they like it.

That's a little different than in the institutional markets where it's big company versus big company. So, we think that there have been other places in serving those customers where they allow to you make an adequate return.

Our challenge is to figure out how to do what they want, how to meet their needs, and structure our products so that we can make a good return and it meets your needs. I think we can absolutely do that.

I would also say there's, we sometimes get too focused on just the financials of there, but there are some real gems in that business. Our workplace division is doing quite well and it's continued to grow.

So, there are other businesses that as this strategy unfolds will end up spending more time talking about.

So is it fair to say that, so my focus on leverage probably isn't the right one, because to some extent, depending on what happens with fixed annuities or other products the leverage might swing depending on mix and as a consequence it's not necessarily fair just to focus on that when you think about the return.

Yes, Matt, I don’t know that I would say, it's a wrong one, I mean, it all depends what you're trying to do with the numbers. I think if you look at the size of the balance sheet it's come down at Allstate Financial.

It is not our strategy to make it small. Our strategy is to make it profitable and meet the needs of our customers.

Okay. The other question I have would be with respect to the structured product portfolio, just the RMBS, CMBS and ABS, those are still in a loss position, and I guess what's the average duration of those securities at this point?

And I guess I'm asking that because I'm just curious about how much runway you have to kind of wait to see those recover, if they're going to?

Well, it is a good question, because, of course, we spend a lot of time focused on it. I will make a couple of comments and turn it over to Judy.

First, if you look at our portfolio, that's about 3% of our assets, which you're putting into all those categories because there's some agencies included in RMBS and stuff, but, of the structured stuff that we’ve losses on, that's about 3% of portfolio, that's more than 100% of our unrealized loss. So that 97% of the portfolio is in great position.

When you look at those structured products, which are at a substantial discount, the cash flow associated with those this year for three quarters, is about 17% of the fair value of those assets. Judy might want to comment some on the types of securities we’ve in there to give you some sense as to how they pay out, but there's all kinds of stuff rattle in through there.

Right. And there is differences between each of them so if you look at the CMBS portfolio, by its nature, longer duration portfolio, doesn't have much prepayment risk, but it does have some extension risk.

So, that portfolio has more runway as you might say. The RMBS portfolio bounces around a little bit more, because you do have prepayments and what Tom has referred to in terms of the cash flow, lot of that principal repayment is coming off of the RMBS portfolio as prepayments increase in prime, I'll say, and in some prime to some extent.

So nailing the duration on those securities right now, I don't think it's that helpful, because it does bounce around a little bit. Probably the one that you could get closer to is the CMBS portfolio, and that's a longer duration portfolio.

RMBS should be shorter.

Okay. Thank you.

Good morning. Your balance sheet obviously rebounded pretty strongly, but when we look at your internal cash generation, that hasn't really gone back to the levels where you were 18 months, two years ago.

I'm curious, one, what is your outlook for that? And then as a follow-up, when I think about your ability to one day go back to buying back stock and returning capital, is it that internal cash generation that we should be watching or is it simple balance sheet strength that's the deciding factor?

I will make a comment and then Don might want to talk some about cash flow and capital. First when you look at our cash flow, I mean I struggle a little bit in terms of where we were 18 months ago, because we had a bunch of catastrophes 18 months ago.

So I'm trying to get my head into it. First, I would say, in general, our income both operating and net is what generates cash flow.

That by and large generates capital from which we get to grow the business. So we don't have a lot of capital expenditures or things like that.

Then it's really a question of how quickly are you growing the business relative to how much money you're making. Our auto business, George has got that business in very good position.

It continues to generate excellent cash flow and large amounts of capital, because it isn't growing today. But, he has a position to grow so we’re hoping that we can take that profit and reposition to grow.

In the homeowners business, our challenge will be to get returns up so we had a combined ratio which was below 100 this quarter so that's a good thing. It's not where it needs to be, but that business will probably get smaller.

So as this profitability goes up, it will generate more capital. Probably won't use that capital in growth.

Allstate Financial is in a position, where it's needed capital because of the state of its investments we've had to support that business so we've been using capital from those other two businesses to support Allstate Financial. I believe Allstate Financial will get its profitability up and its growth up.

But the capital balance will be in the future, it's not clear yet, but Matt’s got to figure out what that strategy is, figure out how fast he can grow the business, he's got a lot of work to do. From a company standpoint we feel pretty good about where we're at.

Don might want to make comments about capital levels and share repurchases. Don Yes, Cliff, I'll just add one more thing on the cash flow.

I mean, internal cash flow, Tom is right, generated by the earnings power of the company, which continues to be strong and the investment portfolio, which continues to throw off attractive amounts of cash for us. That said, even when we were doing the share repurchases we didn't, we obviously make sure the liquidity is not an issue, but we don't expect it ever to be an issue.

The bigger I think the bigger issue we’ve to deal with is capital strength. We do feel very good about where we've come to this year, both at the operating subsidiaries and at the parent company.

So I think we're comfortable with where we're. Again, we will be mindful of the corporate level cash that we’ve to make sure that we preserve that $3.36 billion we’ve this quarter prudently.

But it's going to be I think based more on capital strength than kind of internal cash flow generation. Internal cash flow generation given the kind of cash and liquidity availability we’ve shouldn't be the limiting factor.

So, Cliff, when you go back then and say, okay, what does that mean for share repurchase and dividends, we've always had the approach if we can't use the money and we think we're well capitalized and we've extra we buy back shares and give back to the shareholders whose money it is. I've been here 15 years.

You can look at our track record. We've been very consistent about that.

Right now we’ve no share repurchase program in place and so you should not expect to see share repurchases. In terms of dividend, we did reduce dividend last year, remember, which was really based on earnings because the dividend should be a payout of how much money you make.

We look at that every quarter. My board sits down and I decide what we're going to do and that's an every quarter decision.

Okay. Thank you.

Great, thank you and good morning. These are investment related questions.

First one would be on the reinvestment of I think it was $4.5 billion. Can we talk a little bit about what it went into and when during the quarter it went in?

And then on the second question maybe give a little more color on the $1.9 billion of CRE reduction, how much of that was just sort of normal maturities, cash flow, meaning just payments or sort of actual sales of CRE? Thank you.

So on the deployment of the excess liquidity if you think about it in terms of the composition of the portfolio, it's primarily fixed income. The redeployment went along the same lines, about 85%, 90% to 85% figured income, 10% to 15% equities.

On the equity front we continued with our theme of mostly investing in foreign markets rather than domestic markets. On the fixed income front, it was deployed in pretty much the way the portfolio looks on taking into consideration that we’re reducing our commercial real estate and our exposure to municipals.

So a lot of it went into investment grade corporate. And some of it actually did go into taxable municipal as we reduced the overall exposure to municipalities we’re reconfiguring the mix a little bit and buying some of the Build America bonds.

In terms of timing it was pretty much throughout the quarter. Maybe a little bit more towards the end of the quarter, but pretty much throughout the quarter.

And then on the CRE front, in terms of what was in the 1.9 billion, it was primarily this quarter, it was a mix, but primarily a reduction in CMBS. Mix across the CMBS portfolio, but most of it was higher quality CMBS, where we saw an opportunity those securities had rallied significantly and decided that it was just made more sense to reduce there even though we did take down some of the lower quality CMBS as well.

And then on the whole loan front we also made some progress there bringing down our exposure.

Dan, on the whole loans I think we're down 1.2 billion this year so from ten and change to eight, nine, 500 of that was due this year of which we collected and 700 would have been due in the future, which was prepaid. Judy’s group is out actively saying, give us our money back.

Finally, Tom, then for you, where do you think we’re with the homeowners business in terms of getting additional rates? Anything you can do on the lost cause side just to try to bring some resemblance of acceptable profitability to the business within the next 12 months or less?

I will make that comment and then George will probably want to jump in. First, this is what we know how to do.

I mean we know how to run property casualty businesses. We know how to run the homeowner business.

We know how to underwrite. We know how to price.

We know how to set up claims. We're adapting to a new environment, which is we first adapted to higher hurricanes and we've gotten through that successfully.

And now we're adapting to higher non-model cats. We prefer not to have to be adapting to that, but we’re and we know how to do it.

So I feel good about the skills, capabilities and the strategies we’ve in place to do that. George may want to some comment on the specific things we're doing.

The last two years for the regular weather related losses have been significantly worse than any other two year period in the history of the company. So then fundamental question is, is this the change in the weather patterns where our risks are located or is it simply an anomaly.

We've decided that it's not an anomaly. We've decided to take a much more aggressive stance with regard to our risk management programs and probably more importantly, for your question is we've been way more aggressive on taking rates.

Specifically, in the mono line homeowners, we’ve about 20%, 23% of our homeowner policies don't have auto with them and we're changing our pricing structure so we're more aggressive with those policies. So if we can't reduce the exposure through our risk management we will simply price our way out of the problem.

Dan, if you look at our investor supplement -- this is Bob -- on Page 16 it will show how much we've taken in rate over the last three quarters. State-specific average in the first quarter we took 7.4%, second quarter was 13.4% and this quarter was 6.9%.

So we've been able to gain approval for significant rates and actually that totals to like 40 some states.

Very good. Thanks, guys, very much.

Just two quick ones. The statutory capital and life operation fell just a tad.

Is that entirely due to the size of the statutory loss in the quarter, or is there some capital shifting going on as well?

It's a combination of earnings and what happened in the realized losses in that portfolio as well, but there was no dividend out or any capital contribution during the quarter.

Right. Just back to the homeowners a little bit.

It looks like a lot of your peers are considering the non-modeled cats as being temporary, and I guess is that your sense as well, and is there some concern that the market is not going to follow you and that may affect sales otherwise?

I will make first, I think George said, we think it's real. If we’re wrong then we will adjust, but in the meantime we’re not earning an adequate return on that business and when you look over almost any period of time, we've struggled to earn a decent return in homeowners and we could and deserve to have an adequate return on that business.

If you look at our targeted customers which are multi-line households, house, car, boats, jet skis, whatever else they got, we think we’re adequately pricing. George might want to talk about the things we’re doing to implement this kind of product line increase, but still maintain strong relationships with the household.

In 30 states so far this year we've refined our pricing structure so that we’re more price competitive to people who have a couple of cars and a home. Where we’re taking the rates, the rates that Bob talked about where the greatest impact is that people who are mono line homeowners.

Now, our competitors do think that this is temporary displacement. They may or may not be right, but we’re not going to wait.

It's always been our practice to be very aggressive on rates. That's the reason that was over the last several years we've been able to hold our combined ratios within all of the guidance that we've given you regardless of what the competitive landscape does.

Our first priority is to keep Allstate financially strong. We will take the rates that we need to.

But in addition to that we’re trying to make sure that as we try to reinvent the company we do add more multi-line customers who have a homeowner. They have a greater tendency to stay with us.

They also have better loss experience. So in these 30 states where we've introduced the different rating structure we’re looking at a 20% increase in production for auto insurance and the commensurate increase in homeowner production.

We're seeing that our homeowner retention is still flat. Our loss experience compared to our competitors if you look at fast track has been and continues to be significantly better than them.

We do not think that there is much price competition in homeowner as there is in auto. So again we will go to the priority.

The priority is to add to earn an adequate return and that's what we’re committed to do.

Right. We'll miss you, George.

Congratulations on your retirement.

Thank you very much.

Hi. I have a math question because I'm sure I'm doing something wrong, but I'm not quite sure what.

If I look at the auto accident year and your frequency of severity statistics, it looks like loss trend is up about 10%, and it seems like price impact is pretty minimal. So simplistically I would say that should mean your accident year should be up six points or seven points and is up two points to three points.

So what's the assumption that I'm missing there?

I think if you're looking at using the frequency and severity statistics that we provide you, the frequencies are on a recorded basis, the severities are on a paid basis. So you're mixing apples and bananas.

This is George again. If you look at our paid pure premium, the money that's going out the door we only have a 2% increase in standard auto year-over-year.

Okay. Help me understand exactly what the reported metrics mean then.

Is that then saying that overtime we will see those loss trends, is there basically a lag over the next few quarters we will see the overall loss trend higher?

Not necessarily.

Okay. So what exactly does the double-digit increase in frequency mean as far as trying to thinking about where loss trends going on a reported basis.

We can take it through the math with greater specificity. Here what I would say is that the frequency is up, some of that because it was down so much last year so you have to look at it over a longer period of time.

Right.

Also what's embedded in all those numbers are averages. So to the extent your number of claims go up, but the number of claims that don't actually turn into payments, goes up, then the actual amounts you paid might not go up as much.

Right? So if you're up, just make it up if you're up 10%, but then you paid a fewer claims that are real claims, then you end up paying it less.

I think I would say, you are clearly after the profitability of the auto business which is an important thing to focus on and we focus on it. We feel good about the combined ratio in that business.

We continue to earn an adequate return on that business and we think the trends are right in terms of how are priced. I think maybe what we can do is get Bob or Christine to sort of walk you through all that, because we give you different statistics and I recognize, it means more to us than it does to people who don't spend as much time on our statistics as we do, so we can work you through the math, but I think I would leave it with the conclusion that we feel good about the profitability in the auto business as we look forward into next year we’re comfortable with it.

Yes, frequency is up, but if you look at our paid losses, particularly, on the physical damage side, this year, we’re doing very, very well. So, we’re feeling very good about the profitability of that business.

Okay, that's helpful. Thank you.

And just one other quick one is on the stat surplus it looks like the PNCLE [ph] component of AIC was up over a billion and the income was about half of that. Was there something else that brought in about half a billion of stature plus?

Yes, we transferred an OPEB liability out of AIC and that was responsible for the difference.

Can you just tell me a little bit more what that means, you transferred it?

It went to the parent company. So it's still an obligation of the company.

It hasn't changed the overall obligation of our corporation, but we moved it from the Allstate Insurance Company up to The Allstate Corporation. There are a certain group of the employees who are left down because it has to be left down there for a variety of financial reasons.

There was a small decrease I don't know if this impacted the OPEB change as well. We changed our retiree medical plan which reduced the OPEB liability by a little less than $100 million.

Okay, that makes sense. Then on a GAAP basis does that mean we will see some expenses essentially move out of the PMC expense ratio into corporate?

No. Because it will actually be funded, most of it will be funded from AIC to all corp.

Got it. Okay, thank you very much.

Good morning, everyone. I would like to microscope the muni bond reduction.

I understand trying to upgrade the quality within muni bonds, but I'm not sure I understand we do see muni bonds is part of the risk mitigation strategy. Is there something about the overall ratings of munis versus corporates or duration or a tax position that is driving that or maybe something else?

Let me make a general comment and Judy can take you through the specifics of what we’re doing. First, we owned $23 billion of municipal bonds at the end of the second quarter.

That has come down obviously as you can see this quarter. When we look at our asset allocation, in addition to looking at it, as a percentage of the overall assets, we also look at it as a percentage of our surplus.

And we concluded that $23 billion as a percentage of our surplus was more than we feel comfortable with. Given that we feel that the long-term trends of the financial wherewithal of state and local governments has a negative focus on it.

Muni markets doing well this year. But if you look at the accumulated deficit of all these companies it's something like $168 billion this year as sales, tax, revenues go down, income taxes are going down.

They haven't really adjusted their spending patterns to do that. And so when we looked at the $23 billion we looked at those macro trend.

We said, it's probably time to singe up the sale a little bit, put it in a nautical term, and get focused on, the parts of that business we like the most and Judy can talk about the things we’re doing to do that.

So as Tom said this is an overall view on municipals within our portfolio (inaudible). The portfolio continues to be very well diversified, very high quality, but within the portfolio, given the macro trends that we see what we’re looking at reducing includes things like appropriation risk, where state and local governments appropriate the funds for the debt.

We're also looking at reducing our exposure to healthcare and also reducing our exposure to zero coupon bonds, which tend to be those longer duration bonds, which again given our view on reducing our exposure to interest rate risk, that's part of the reason why we want to reduce our exposure to zero coupon bonds in the municipal portfolio.

I think just another example of proactive approach to investment.

I will follow up with Bob. I'm not sure I understand completely.

Is Matt on the call? If so I'd be curious in hearing what attracted him to Allstate and I know he's not been there long and it would be premature to talk about strategy, but I was wondering what he thought the strengths of the job, the company was that attracted him.

Sure. Hey, Bob, how are you?

Good morning.

It is premature for me to talk about strategy. I think today is day nine and I'll need a couple more days at least for that.

But I will tell you that pretty much five factors attracted me to this organization. And I think whatever the strategy ends up being we'll leverage those five competitive advantages.

And they are pretty simple. I think Allstate has one of the finest brands in the industry.

And it's a brand that is powerful and well regarded and well respected. And I think that is a tremendous competitive advantage especially in this economic time.

Secondly I think it has an extraordinarily broad, deep and powerful distribution capability. And as I've watched the reactions of life in retirement distribution over the last 18 months to 24 months I think the type of distribution capability that are embedded in this organization will be a huge competitive advantage on a going forward basis.

Third, really the market and the customer need that Allstate is targeted on is to me a huge advantage. We often find in the life and retirement space, products and services being forced on a market and you have to convince a market that they need those products and services.

And fortunately, Allstate is in a space and in a market segment, where consumers truly do need these products and services and it's underserved, under penetrated and in my opinion, not sufficiently respected by a lot of our competitors and I think that is a huge opportunity for to us serve a market that deserves the products and services we can provide. The fourth feature that attracted me personally was a culture of innovation in the organization.

Because I think not only will that allow us to take those other capabilities and leverage them, but it allows us to do it in a fun and exciting way. And fifth, financial strength because if you don't have the financial strength the rest of that is pretty much irrelevant because you can't do what you'd like to do with those opportunities.

And so as I looked at it and as I talk to the team here during the process I became pretty convinced that it's an extraordinarily rare combination of those factors that give it a potential that I think is very rare right now and I think we’re very well-positioned to take advantage of those five components as we pull together a refinement of the existing strategy that's been put in place over the last 12 months to 18 months.

Thank you, Matt.

Hi, good morning. Question once again for Matt.

I know it may be too early in the game but could you help us understand what specific actions you are considering on the life insurance book for improving the profitability on the existing block. I'm not talking new business, but really on the old business because looking at the investment spread and fixed annuities we’re only 90 basis points right now.

I was wondering whether you have any actions planned that will take up profitability on that business.

Vinay, let me help Matt out since he has only been here a few days. We have obviously we had our focused win strategy which was about changing our cost structure.

We also have a strategy and a group of people working on the existing block of business whether that's our investment profile, asset liability matching the amounts we charge for various things. So if you look underneath the hood in the release you’ll see and in the Q you will see things like higher contract charges and a variety of other things that we’ve in place.

I think we ought to give Matt a little time to get comfortable with all those before he takes you through it. Our strategy is much more complicated than just cut expenses and get smaller.

We’re using all the tools and capabilities we’ve. We have a good team here.

They have great experience. They know how to manage business at a micro level.

The one thing, of course, you're going to always say about Allstate is we know our businesses well, and we manage them proactively and with some level of precision and detail. And they are doing the same thing there.

So let's give Matt a little time to get his feet on the ground before we drag him through that.

Sure. Second question was on homeowners.

With frequency rising low double-digits could you help us understand how the 6% plus rate increases will help to improve margins?

I missed, the 6% you mean the 6.9% that we took in the quarter?

Yes, correct.

Okay. I'm sorry.

With severity rising what I mentioned before is that we’re also taking risk management action, pushing much higher deductibles even in the nonhurricane prone areas that obviously has the good risk mitigation at work for us and the model cat at work for us and the nonmodel cat. We're being more selective in mono line homeowners as far as how many we actually want.

But finally I want to assure you that we will continue to press the rates until we get this to a 15% return.

Q How long do you think before the rate increases flow through earnings?

It takes 24 months for a rate increase in homeowners on a 12-month policy to be fully effective.

Great. Thank you.

Yes, thanks. Tom, good morning.

In your commentary you mentioned that you were going to be using capital to build up the auto growth and I was wondering if you could talk about that specifically with regard to, I guess acquisitions, independent agency and direct?

Good morning, Meyer. Our direct business as we've now begun to disclose of course is growing quite rapidly.

It has got over half a million customers in it. And it is doing quite well.

It is integral though to the way in which we approach the market. So our customers come to us.

They pick up the phone. They might call one of our call centers.

They might call one of our local agencies. They might get on the internet.

So 60% of our business today starts on the internet and most of that gets closed in our local agencies, because our target customers decide they want to have somebody local that they can talk to and there's been fits to that. So it is an integrated approach to the market under the Allstate brand.

The direct business is growing. We've never really disclosed it, because we do see it as sort of I don't disclose how much every agency does either.

But because people had some interest in it you can see that those capabilities work for us. Now what it also does is give us the ability to take better sales practices and new sales practices, test them in those call centers and then role them out to the agencies so our agencies get stronger.

So think of the Allstate brand as one overall approach to customers and how are we available for them. In the independent agency business that is as Bob pointed out, it's one of the biggest drivers of the reduction in items in force this quarter, and this year.

Our encompassed business grew rapidly over the last couple of years by picking up some new distribution points. Those new distribution points didn't generate the level of profitability we had hoped.

So we’re now shedding that business. So you'll see that the items in force are weighed down and encompassed.

We are still committed to that channel. We would like to grow in the independent agency channel.

This is just a profitability adjustment, not any strategic decision on our part as to where to go on that piece. In terms of acquisitions, we look at everything that comes available.

If it fits, if it's a good business strategically and we can buy it right then we pursue it. If not we don't.

Okay. If I can follow-up on one other point, I think you mentioned in homeowners the labor costs are up and that's one of the reasons why, one of the issues that influence the noncapacity loss ratio.

I guess I was surprised by that because my understanding of the construction activity is down so much.

Well, it's a little surprising perhaps to everybody that labor costs for carpenters and electricians and roofers, of course, it all varies geographically, right, but those costs have not come down. They are up.

I think in the 3% to 4% (inaudible) something like that. The bigger thing that I think surprises people is you would expect building materials to come down, but roofing materials are up over 50% because they are oil based.

And the labor costs are really tied up in the lot of union contracts. The unions have not negotiated any contracts lower.

So but I think go above that a little bit, our approach to this is we need to give our customers value. We need to make sure they get their house fixed by the right people with the right materials.

We always we make they do that. We need to make sure we collect enough money to do that, but we don't try to make money on sort of the swings and pricing of those things.

We just reflect it back into our cost.

Okay. Thanks very much.

Yes, thanks, good morning everybody. First one I guess for Judy.

You deployed a lot of cash again this quarter and I guess looking at portfolio yields here they obviously drop because of the lower yield environment. But with the deployment of the cash should we expect to see maybe stability in the portfolio yields are coming going forward or maybe tick up a little bit?

Brian, I'll maybe answer beginning part of it and Judy can jump in here. First, investment income is down.

You have to kind of go through that by piece. So investment income is down, but some of it is down, because interest rates are down, and a large driver has been just lower yields.

So whether you look at long-term rates or you look at short term rates they are down this year. Some of that rattles through the other side of, doesn't all go through the P&L, because we lower crediting rates in Allstate Financial.

And so it doesn't all go through the bottom. But you have to look at sort of the complete piece of it.

And a little bit of it is due to the size of the business being down. The investment income drop.

And, of course, that all goes, that's almost all offset by lower credited interest as well. Judy, maybe you want to make a comment about your deployment.

I don't think we’re in the business to give an interest rate projection.

Right. That's what I was hesitating about, but as we deploy the cash what you'll find is because the curve is so steep and we're mostly a fixed income shop, you'd find that, we’re going to pick up from the deployment of cash, but and the reinvest off the portfolio or from the sales that we make on the risk mitigation activities.

For the most part that's a little bit of a give in the portfolio. So net-net what we’re finding is that we’re redeploying the cash and we're picking up, giving up a little bit on the sales, but overall as we do redeploy the cash, and we do expect at some point that interest rates will rise, you'll find that the income from the investment portfolio will go up.

Okay, great. And then, Tom, I want to follow-up on the M&A question that was asked just a bit ago.

A year, year and a half ago, you always talk about M&A and kind of categorize it in three categories, one of them being transformational. I guess the question I had is given where Allstate is today, are you in a position right now to make a transformational acquisition if one was available?

There's obviously a lot of assets right now in the marketplace.

We think we’ve plenty of capital. We have plenty of capital to run our business.

We think as Don pointed out deployable capital at the parent company level that we can use. Transformational, of course, is in the eye of the holder and always makes it sound giant, sometimes you can do transformational acquisitions that are smaller.

We're always looking for ways to try to grow our business. So last year we bought a partnership marketing group from GE that doubled the size of our motor club business.

We picked up a number of affinity groups that we do business with. That's turn out to be a great acquisition for us.

George has run that incredibly well. We got very high returns on it.

So we like it. We will do a variety of things.

But I don't think you should walk away, I think walk away from this thinking, the markets, there're more properties available today than there have been in the past because of people's trouble, but we continue to maintain our financial discipline and strategic focus, so if some falls into those two buckets we'll do it. If not then we don't feel like we’ve to do it because we’ve plenty of growth opportunities for the reasons, Matt suggested and all the other things we talked about.

Matt, could we do one last question and then we'll be done?

This is John Hull. How are you doing, Tom?

Good, John.

I have a question on the improvement in PD severity for the auto line. I was just wondering if you could talk about the factors that have been contributing to that and how sustainable or whether they are on a sustainable glide path?

First, I'm glad you identified yourself because I would have been shocked by the tenor of your voice. I think a lot of it has to do with, first we’re doing a good job of managing lost cause with Next Gen new claims system and I think there's also been some trends in used car pricing.

George, you might want to…

The economy actually in this case has been working in our favor. Used car prices are down dramatically and a lot of the underlying inflationary pressure that we’ve probably with the absence of paint has also been fairly benign.

But, we have had a history of very low severity increases in PD and collision and in comprehensive, and this is simply a continuation of that. A little better than we’ve in the last couple of years, but we've been looking at low single-digit increases for a number of years.

The way that we manage our proshop, our preferred shop network, the way we triage claims, figure out the correct method of inspection, the method of settlement, about 40% of all the cars that we’ve go through our 1,000 drive-ins. That turns out to be a very efficient way for us to do it, but it's also very good from a severity control standpoint.

We started our concierge service in 1952.

That was the year that George started, right?

Very funny.

Just one last question. Was there any effect from the cash for clunkers program?

It was minimal. For a few weeks there was a little bit of a spike in what we consider the add cars or change cars, but it's not sustainable.

We're still on an add car basis, down about 9% year-to-year.

Great. Thanks very much.

Congratulations, George.

Thank you very much.

Thank you all. Let me close with a couple of comments.

Our businesses are operating well because we’re good at executing our strategies. Customer loyalty continues to improve.

Our retention of new business has turned a corner in the auto business which is beginning to build a foundation for growth. Our investment portfolio we’re actively managing it and it's well-positioned in this economic climate.

We have ample capital and earnings power to build a competitively differentiated strategies again to drive sustainable growth for shareholders. So as we close out 2009 we’re going to keep focusing on our three priorities, which is to keep Allstate strong financially, to improve customer loyalty and to reinvent protection requirement.

Thank you for your interest in Allstate. We will see you next quarter.