Allstate Reports 2008 Second Quarter Results

* Reuters is not responsible for the content in this press release.

Wed Jul 23, 2008 5:40pm EDT

Strong Underwriting Results Generate Profit Despite Record Second
        Quarter Catastrophes and Investment Valuation Declines
NORTHBROOK, Ill.--(Business Wire)--
The Allstate Corporation (NYSE:ALL) today reported results for the
second quarter of 2008:

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                       Consolidated Highlights
                                       Three Months Ended June 30,
                                    ----------------------------------
                                                         Change
                                    ----------------------------------
(in millions, except per share       Est.
 amounts and ratios)                 2008    2007  $ Amt        %
----------------------------------- ====== ====== ======== ===========
Consolidated revenues               $7,418 $9,455 $(2,037)      (21.5)
----------------------------------- ------ ------ -------- -----------
Net income                              25  1,403  (1,378)      (98.2)
----------------------------------- ------ ------ -------- -----------
Net income per diluted share          0.05   2.30   (2.25)      (97.8)
----------------------------------- ------ ------ -------- -----------
Operating income(a)                    683  1,072    (389)      (36.3)
----------------------------------- ------ ------ -------- -----------
Operating income per diluted
 share(a)                             1.24   1.76   (0.52)      (29.5)
----------------------------------- ------ ------ -------- -----------
Return on equity                      10.2   25.0       -- (14.8) pts.
----------------------------------- ------ ------ -------- -----------
Operating income return on
 equity(a)                            15.1   23.1       --  (8.0) pts.
----------------------------------- ------ ------ -------- -----------
Book value per share                 35.93  36.39   (0.46)       (1.3)
----------------------------------- ------ ------ -------- -----------
Book value per share, excluding the
 impact of unrealized net capital
 gains and losses on fixed income
 securities(a)                       36.93  35.70     1.23         3.4
----------------------------------- ------ ------ -------- -----------
Catastrophe losses                     698    433      265        61.2
----------------------------------- ------ ------ -------- -----------
Property-Liability combined ratio     94.4   87.6       --    6.8 pts.
----------------------------------- ------ ------ -------- -----------
Property-Liability combined ratio
 excluding the effect of
 catastrophes and prior year
 reserve reestimates ("underlying
 combined ratio")(a)                  84.1   84.1       --     -- pts.
----------------------------------- ------ ------ -------- -----------
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   (a) Measures used in this release that are not based on accounting
principles generally accepted in the United States ("non-GAAP") are
defined and reconciled to the most directly comparable GAAP measure
and operating measures are defined in the "Definitions of Non-GAAP and
Operating Measures" section of this document.

   "Our continued focus on profitability in our insurance operations
served us well during the quarter," said Thomas J. Wilson, chairman,
president and chief executive officer of The Allstate Corporation.
"This strategy generated solid operating profit despite record
catastrophe losses. This performance offset lower earnings in our
financial services operations and a shift in the accounting of
unrealized investment losses to realized losses for change in intent
write-downs largely resulting from expanded investment risk mitigation
programs."

   Allstate's second quarter operating income of $683 million was
affected by $698 million in pre-tax catastrophe losses, the highest
level of second quarter catastrophe losses the Corporation has
recorded in its 77-year history. Operating income for the quarter was
$389 million lower than the prior year quarter due to higher
catastrophe losses and the absence of favorable reserve re-estimates.
Allstate's net income for the quarter was $25 million, reflecting the
impact of realized after-tax capital losses of $788 million and lower
operating income.

   "Solid insurance operation results enabled us to maintain our
strength for customers and continue to return capital to
shareholders," Wilson added. During the quarter, Allstate repurchased
8.8 million shares for $434 million; $1.4 billion remains of the $2
billion share repurchase program which the Corporation expects to
complete in the first quarter of 2009. Earlier this week, Allstate
announced a quarterly dividend of forty-one cents ($0.41) on each
outstanding share of the Corporation's common stock.

   Protection

   During the quarter, Allstate's Property-Liability operations
benefitted from reduced claim frequency and moderate severity,
resulting in profitability levels better than expected for the full
year. For the quarter, the Property-Liability underlying combined
ratio, which excludes the effects of catastrophes and prior year
reserve re-estimates, was 84.1, significantly below the full-year
outlook of 87.0 to 89.0 provided in January.

   Financial Services

   Allstate Financial posted operating income of $118 million for the
quarter, a decline from $154 million in the prior year quarter due in
part to lower investment spreads and increased costs related to the
effort to reinvent retirement for consumers. "Our life insurance
products continued to perform well and our asset accumulation
retirement products had a good quarter with increased new business
returns," Wilson said. "Our challenge and opportunity in financial
services is increasing consistency in achieving desired results
quarter to quarter, especially in light of continued pressures on the
economy and investment markets."

   Investments

   Commenting on Allstate's investment portfolio, which generated
$1.4 billion in net investment income for the quarter, Wilson said:
"Our investment philosophy emphasizes diversified exposure, high
quality assets and continual attention to risk mitigation and return
optimization. This approach has helped us to minimize impairments in
the face of unprecedented market volatility. As market conditions
change, we will continue to adapt our risk and return strategies."

   Reflecting its view that pressures on the economy and investment
markets will be prolonged, Allstate augmented risk mitigation and
return optimization programs in its investment portfolios. "We're
positioning our portfolio to further reduce our risk in certain market
segments and hedge against significant adverse developments," said
Allstate Chief Investment Officer Ric Simonson. The expanded programs
are strategically reducing exposure to certain real estate and
financial services-related asset classes and guarding against
significant adverse moves in equity valuations, interest rates and
credit spreads through macro-hedging. Two-thirds of the after-tax
realized losses ($557 million) Allstate incurred in the quarter are
related to change in intent write-downs resulting from this strategic
review of investments in certain sectors. "These strategic actions
largely affect assets that are current and continue to pay interest,
but we believe these steps better insulate our portfolio and provide
greater flexibility to take advantage of new opportunities in the
investment markets,"

   Outlook

   In light of positive first half 2008 performance, Allstate is
adjusting the outlook for its Property-Liability underlying combined
ratio, excluding the effect of catastrophes and prior year reserve
re-estimates. The Corporation now expects its underlying combined
ratio will be within 86.0 - 88.0 for the full year of 2008, an
improvement from the full-year outlook of 87.0 - 89.0 provided in
January.

   PERFORMANCE HIGHLIGHTS

   Consolidated

   --  Consolidated revenues were $7.4 billion in the quarter, a
        decline from $9.5 billion from the second quarter of 2007,
        reflecting net realized capital losses in the current year
        quarter compared to net realized capital gains in the second
        quarter of 2007.

   --  Operating income per diluted share was $1.24 in the quarter, a
        decline of $0.52 from $1.76 in the second quarter of 2007,
        reflecting higher catastrophe losses ($0.36 of the decline)
        and the effects of lower favorable prior year non-catastrophe
        reserve reestimates ($0.20 of the decline).

   --  Net income per diluted share was $0.05 in the quarter, a
        decline from $2.30 in the second quarter of 2007, reflecting
        after-tax net realized capital losses in the current year
        quarter compared to after-tax net realized capital gains in
        the second quarter of 2007 ($1.78 decline, net of DAC) and
        lower operating income ($0.52 decline).

   BUSINESS HIGHLIGHTS

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(in millions, except     Three months ended       Six months ended
 ratios)                       June 30,               June 30,
                        ---------------------- -----------------------
                         Est.             %     Est.              %
                         2008    2007  Change   2008    2007   Change
                        ------- ------ ------- ------- ------- -------
Property-Liability
Premiums written         $6,803 $6,939   (2.0) $13,317 $13,548   (1.7)
Underwriting income(a)      378    845  (55.3)     786   1,891  (58.4)
Net income                  439  1,230  (64.3)     942   2,579  (63.5)
Combined Ratio             94.4   87.6 6.8 pts    94.2    86.1 8.1 pts

Allstate Financial
Premiums and
 deposits(a)             $4,453 $2,887    54.2  $7,499  $5,515    36.0
Operating income            118    154  (23.4)     261     310  (15.8)
Net (loss) income         (379)    200      --   (490)     364      --

Investments
Net investment income    $1,412 $1,634  (13.6)  $2,938  $3,205   (8.3)
Realized capital gains
 and losses             (1,215)    545      -- (1,870)   1,016      --
*T

   Property-Liability

   --  Property-Liability premiums written declined 2.0% in the
        second quarter of 2008 from the second quarter of 2007. The
        cost of the catastrophe reinsurance program was $223 million
        in the second quarter of 2008 compared to $231 million in the
        second quarter of 2007.

   --  Allstate brand standard auto premiums written in the second
        quarter of 2008 were comparable to the prior year quarter.
        Contributing to this result were the following:

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        --  0.8% decrease in policies in force ("PIF")
        --  0.8 point decline in the six month renewal ratio to 89.1%
        --  1.4% increase in six month average premium before
             reinsurance to $427
        --  6.7% decrease in new issued applications
*T

   --  Allstate brand homeowners premiums written declined 0.8% in
        the second quarter of 2008, compared to the prior year
        quarter, primarily due to our catastrophe risk management
        actions. Contributing to the overall change were the
        following:

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        -- 4.0% decrease in PIF
        -- 1.0 point decline in the twelve month renewal ratio to
            86.3%
        -- 1.9% increase in twelve month average premium before
            reinsurance to $867
        -- 26.1% decrease in new issued applications
*T

   --  We completed our 2008 catastrophe reinsurance program during
        the second quarter with the acquisition of additional coverage
        for hurricane catastrophe losses in Texas and four new
        agreements for our exposure in Florida. Our program allows us
        to continue to broadly offer protection products. As
        previously announced, we expect the annualized cost of these
        programs for the year beginning June 1, 2008 to be
        approximately $660 million per year or $165 million per
        quarter. For detailed information on our Allstate Protection
        catastrophe reinsurance program, see:
        http://media.corporate-ir.net/media_files/irol/93/93125/report
        s2/all2q08reinsurance.pdf (Due to its length, this URL may
        need to be copied/pasted into your Internet browser's address
        field. Remove the extra space if one exists.)

   --  Standard auto property damage frequencies decreased 4.2% and
        bodily injury frequencies decreased 7.6% compared to the
        second quarter of 2007, which may be in part due to a
        reduction in the number of miles driven. Auto property damage
        and bodily injury paid severities increased 2.6% and 7.1%,
        respectively. The Allstate brand standard auto loss ratio
        increased 3.6 points compared to the second quarter of 2007 to
        67.1 in the second quarter of 2008, due to increased
        catastrophe losses and the absence of favorable prior year
        reserve reestimates.

   --  Homeowners gross claim frequency, excluding catastrophes,
        increased 13.7% compared to the second quarter of 2007 fueled
        by non-catastrophe weather-related claim trends. Homeowners
        paid severity, excluding catastrophes, increased 0.3% compared
        to the second quarter of 2007. The Allstate brand homeowners
        loss ratio increased 18.8 points compared to the second
        quarter of 2007 to 86.5 in the second quarter of 2008, largely
        attributable to higher catastrophes. The effect of catastrophe
        losses on the Allstate brand homeowners loss ratio totaled
        38.0 in the second quarter of 2008 compared to 21.6 in the
        second quarter of 2007.

   --  Catastrophe losses for the quarter totaled $698 million,
        compared to $433 million in the second quarter of 2007,
        impacting the combined ratio by 10.3 points in the quarter and
        6.3 points in the second quarter of 2007. This increase was
        primarily related to severe weather experienced across the
        country, including tornado activity, resulting in 43
        catastrophe events in the second quarter of 2008 compared to
        34 in the second quarter of 2007. Catastrophe losses,
        excluding prior year reserve reestimates, were $687 million in
        the quarter compared to $383 million in the second quarter of
        2007. Unfavorable reserve reestimates related to catastrophes
        from prior years totaled $11 million in the quarter, impacting
        the combined ratio by 0.1 point, compared to unfavorable
        reserve reestimates related to catastrophes from prior years
        of $50 million in the second quarter of 2007. The following
        table presents the type and number of catastrophe losses.

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              Three months ended June 30,   Six months ended June 30,
              ---------------------------  ---------------------------
($ in         Est.     #             #     Est.     #             #
 millions)    2008  Events   2007 Events   2008  Events   2007 Events
              ----- -------  ---- -------  ----- -------  ---- -------
Tornadoes    $  302      13 $  93       5 $  478      17 $ 140      10
Wind/Hail       382      27   248      28    597      45   294      36
Other,
 including
 prior year
 reserve
 reestimates     14       3    92       1    191       9   160       6
              ----- -------  ---- -------  ----- -------  ---- -------

Total
 Catastrophe
 losses      $  698      43 $ 433      34 $1,266      71 $ 594      52
              ===== =======  ==== =======  ===== =======  ==== =======
*T

   --  Property-Liability prior year reserve reestimates for the
        second quarter of 2008 were an unfavorable $9 million,
        compared to favorable prior year reserve reestimates of $143
        million in the second quarter of 2007.

   --  Underwriting income was $378 million during the second quarter
        of 2008 compared to $845 million in the same period of 2007.
        The decrease was primarily due to higher catastrophe losses
        and the absence of favorable prior year reserve reestimates.

   --  Allstate expects the Property-Liability underlying combined
        ratio will be within the range of 86.0 and 88.0 for the full
        year 2008. The calculation of the underlying combined ratio
        for the three months and six months ended June 30 is shown in
        the table below. Favorable reserve reestimates are shown in
        parenthesis.

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                                  Three months ended Six months ended
                                       June 30,          June 30,
                                  ------------------ -----------------
                                      Est.              Est.
                                      2008     2007     2008     2007
                                  ------------ ----- ----------- -----
Combined ratio excluding the
 effect of catastrophes and prior
 year reserve reestimates                 84.1  84.1        84.9  84.1
Effect of catastrophe losses              10.3   6.3         9.4   4.4
Effect of prior year non-
 catastrophe reserve reestimates            -- (2.8)       (0.1) (2.4)
                                  ------------ ----- ----------- -----
Combined ratio (GAAP)                     94.4  87.6        94.2  86.1
                                  ============ ===== =========== =====

Effect of prior year catastrophe
 reserve reestimates                       0.1   0.7         0.9   0.4
                                  ============ ===== =========== =====
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   Allstate Financial

   --  Premiums and deposits in the second quarter of 2008 were $4.5
        billion, an increase of 54.2% from the prior year quarter.
        This increase is primarily due to issuances of institutional
        products of $2.5 billion and a $380 million or 57.8% increase
        in deposits on fixed deferred annuities during the second
        quarter of 2008.

   --  Operating income for the second quarter of 2008 was $118
        million, $36 million lower than the prior year quarter. The
        decline was primarily due to lower investment spread and
        increased operating expenses partially offset by lower
        amortization of deferred acquisition costs ("DAC") and higher
        benefit spread. The decline in investment spreads was driven
        by lower net investment income resulting primarily from lower
        investment yields on floating rate assets, increased
        short-term investment balances held to offset reduced
        liquidity in some asset classes and lower investment balances
        reflecting dividends paid by Allstate Life Insurance Company
        in 2007.

   --  Net loss for the second quarter of 2008 was $379 million
        compared to net income of $200 million in the prior year
        quarter. The decline was due to pre-tax net realized capital
        losses of $965 million compared to pre-tax net realized
        capital gains of $104 million in the prior year quarter and
        lower operating income. Net realized capital losses were
        driven by $776 million in losses on investment dispositions,
        including change in intent write-downs and $199 million in
        impairment write-downs, partially offset by an $8 million gain
        in the valuation of derivative instruments and $2 million gain
        in derivative settlements. For further information on
        write-downs and the valuation of derivative instruments, see
        the Realized Capital Gains and Losses Analysis section.

   --  During the second quarter of 2008, we acquired in the
        secondary market and retired a total of $1.14 billion of
        institutional market deposits, that investors had elected to
        non-extend their maturity date. In addition, $986 million have
        been called and will be retired in July 2008. Total
        non-extended institutional market deposits were $3.1 billion
        as of June 30, 2008, all of which become due no later than the
        end of the first quarter of 2009. We have accumulated, and
        expect to maintain, short-term investments to retire these
        obligations.

   Investments

   --  We developed additional risk mitigation and return
        optimization programs in the second quarter in response to an
        altered outlook for continued weakness in the U.S. financial
        markets and economy. These programs comprise overall portfolio
        protection ("macro-hedging") and potential future reductions
        in certain real estate and financial-related market sectors.
        These anticipated reductions resulted in our change in intent
        to hold certain securities until their value recovers to
        amortized cost or cost, resulting in the accounting
        recognition of realized capital losses for the difference
        between fair value and amortized cost or cost on these
        securities ("change in intent write-downs"). A comprehensive
        review identified specific investments that could be
        significantly impacted by continued deterioration in the
        economy. For further information on our risk mitigation and
        return optimization programs, see the Investment Risk
        Mitigation and Return Optimization Programs section.

   --  Net investment income decreased 13.6% to $1.4 billion compared
        to the prior year quarter. Property-Liability net investment
        income decreased 16.6% to $431 million, compared to the prior
        year quarter, due to decreased income on limited partnership
        interests, lower average asset balances reflecting dividends
        to the parent company and reduced portfolio yields. Allstate
        Financial net investment income declined 12.4% to $943
        million, compared to the prior year quarter, due to lower
        yields on higher short-term securities balances, lower yields
        on floating rate securities and lower average asset balances.

   --  Net realized capital losses were $1.2 billion on a pre-tax
        basis for the quarter, due to $1.1 billion of net losses
        related to dispositions, including change in intent
        write-downs, and $250 million of impairment write-downs,
        partly offset by net gains totaling $123 million on the
        settlement and valuation of derivative instruments.

   --  Impairment write-downs totaled $250 million, comprised $205
        million on fixed income securities, primarily related to
        residential mortgages and other structured securities, and $37
        million on equity securities. Over 95% of the fixed income
        write-downs relate to impaired securities that were performing
        in line with anticipated or contractual cash flows, but which
        were written down primarily because of expected deterioration
        in the performance of the underlying collateral. For further
        information on the types of securities experiencing
        write-downs, see the Realized Capital Gains and Losses
        Analysis section.

   --  Dispositions totaling $1.1 billion are comprised almost
        entirely of losses related to our change in intent as a result
        of our risk mitigation and return optimization programs,
        strategic asset allocation and ongoing comprehensive reviews
        of our portfolios. In the second quarter of the prior year,
        dispositions resulted in net realized capital gains of $307
        million, comprised $378 million of gains on sales and $71
        million of losses related to change in intent write-downs. For
        further information on the types of securities included in
        dispositions, see the Realized Capital Gains and Losses
        Analysis section.

   --  Net realized capital gains on the valuation and settlement of
        derivative instruments totaled $123 million for the quarter,
        primarily comprised $114 million for the valuation of
        previously established risk reduction programs. For further
        information on the impact from the valuation and settlement of
        derivatives, see the Realized Capital Gains and Losses
        Analysis section.

   --  Allstate's investment portfolios totaled $113.6 billion as of
        June 30, 2008, a decline of $1.9 billion from the end of the
        first quarter of 2008, due to unrealized net capital losses
        and net realized capital losses.

   --  The increase in unrealized net capital losses during the
        second quarter of 2008 totaling $219 million was primarily
        related to investment grade fixed income securities as the
        yields supporting fair values increased, resulting from higher
        risk free interest rates, partly offset by narrowing credit
        spreads. This net increase in fixed income net unrealized
        capital losses more than offset the realization of capital
        losses on impairments and dispositions, including change in
        intent write-downs, during the quarter. Total unrealized gains
        and losses are shown in the table below.

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                                       Est.
                                     June 30,  March 31,  December 31,
(in millions)                          2008      2008         2007
                                     --------  ---------  ------------
U.S. government and agencies        $    854  $   1,026  $        918
Municipal                                 32        342           720
Corporate                               (530)      (204)           90
Foreign government                       354        457           394
Mortgage-backed securities (1)          (183)      (210)          (43)
Commercial mortgage-backed
 securities(1)                          (388)      (868)         (308)
Asset-backed securities (1)           (1,351)    (1,463)         (816)
Redeemable preferred stock                (2)        (3)            1
                                     --------  ---------  ------------
Fixed income securities               (1,214)      (923)          956
Equity securities                        467        392           990
Derivatives                              (42)       (39)          (33)
                                     --------  ---------  ------------
Unrealized gains and losses         $   (789) $    (570) $      1,913
                                     ========  =========  ============
(1) For further information on our residential and commercial mortgage
 loan portfolio, see the Securities Experiencing Illiquid Markets
 section.
*T

   --  Unrealized net capital losses on fixed income securities
        totaled $1.2 billion as of June 30, 2008, comprised $3.6
        billion in gross unrealized losses and $2.4 billion in gross
        unrealized gains. Included in gross unrealized losses were
        $1.1 billion of securities with a fair value below 70% of
        amortized cost, or 1.4% of our fixed income portfolio at June
        30, 2008. The percentage of fair value to amortized cost for
        the remaining fixed income gross unrealized losses at June 30,
        2008 are shown in the following table.

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                                                          % to total
                                      Unrealized    Fair  fixed income
(in millions)                         (loss) gain  value  investments
                                      -----------  ------ ------------
Greater than 80% of amortized cost   $    (1,950) $38,964        46.8%
70% to 80% of amortized cost                (648)   1,986         2.4
Less than 70% of amortized cost           (1,000)   1,150         1.4
                                      -----------  ------ ------------
Gross unrealized losses on fixed
 income securities                   $    (3,598) $42,100        50.6
Gross unrealized gains on fixed
 income securities                         2,384   41,124        49.4
                                      -----------  ------ ------------
Net unrealized gains and losses on
 fixed income securities             $    (1,214) $83,224       100.0%
                                      ===========  ====== ============
*T

   Included in the fixed income securities with a fair value less
than 70% of amortized cost were ABS RMBS, Alt-A and other CDOs with a
fair value totaling $910 million or 79.1% of the total securities with
a fair value less than 70% of amortized cost. We continue to believe
that the unrealized losses on these securities are not necessarily
predictive of the ultimate performance. The unrealized losses should
reverse over the remaining lives of the securities, including in the
absence of further deterioration in the collateral relative to our
positions in the securities' respective capital structures. For
further information on these securities, see the Securities
Experiencing Illiquid and Disrupted Markets and Other CDO sections.

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                       THE ALLSTATE CORPORATION
                 CONSOLIDATED AND SEGMENT HIGHLIGHTS



                              Three Months Ended
                                   June 30,
                              ------------------

($ in millions, except per
 share amounts, return data      Est.                     Percent
 and ratios)                     2008      2007   Change  Change
                              ----------  ------  ------- -------

Consolidated Highlights
Revenues                     $    7,418  $9,455  $(2,037)  (21.5)
Net income                           25   1,403   (1,378)  (98.2)
Operating income                    683   1,072     (389)  (36.3)
Income per diluted share
  Net                              0.05    2.30    (2.25)  (97.8)
  Operating                        1.24    1.76    (0.52)  (29.5)
Weighted average shares
 outstanding (diluted)            552.9   608.8    (55.9)   (9.2)
Net shares outstanding
Return on equity
  Net income
  Operating income
Book value per diluted share
Book value per diluted
 share, excluding the impact
 of unrealized net capital
 gains and losses on fixed
 income securities

Property-Liability
 Highlights
Property-Liability premiums
 written                     $    6,803  $6,939  $  (136)   (2.0)
Property-Liability revenues       6,943   7,776     (833)  (10.7)
Net income                          439   1,230     (791)  (64.3)
Underwriting income                 378     845     (467)  (55.3)
Net investment income               431     517      (86)  (16.6)
Operating income                    592     947     (355)  (37.5)
Catastrophe losses                  698     433      265    61.2
Ratios:
  Allstate Protection loss
   ratio                           70.7    63.2        -     7.5  pts.
  Allstate Protection
   expense ratio                   23.7    24.3        -    (0.6) pts.
                              ----------  ------
  Allstate Protection
   combined ratio                  94.4    87.5        -     6.9  pts.
  Effect of Discontinued
   Lines and Coverages on
   combined ratio                     -     0.1        -    (0.1) pts.
                              ----------  ------
  Property-Liability
   combined ratio                  94.4    87.6        -     6.8  pts.
  Effect of catastrophe
   losses on combined ratio        10.3     6.3        -     4.0  pts.
                              ----------  ------
  Property-Liability
   combined ratio excluding
   effect of catastrophes          84.1    81.3        -     2.8  pts.
  Effect of prior year
   reserve reestimates on
   combined ratio                   0.1    (2.1)       -     2.2  pts.
  Effect of catastrophe
   losses included in prior
   year reserve reestimates
   on combined ratio               (0.1)   (0.7)       -     0.6  pts.
                              ----------  ------
  Property-Liability
   combined ratio excluding
   effect of catastrophes
   and prior year reserve
   reestimates                     84.1    84.1        -       -  pts.
                              ==========  ======

Allstate Financial
 Highlights
Premiums and deposits        $    4,453  $2,887  $ 1,566    54.2
Allstate Financial revenues         449   1,634   (1,185)  (72.5)
Realized capital gains and
 losses (pre-tax)                  (965)    104   (1,069)      -
Net (loss) income                  (379)    200     (579)      -
Operating income                    118     154      (36)  (23.4)
Net income analysis
  Benefit spread                    127     122        5     4.1
  Investment spread                 242     264      (22)   (8.3)

Investment Highlights
Net investment income        $    1,412  $1,634  $  (222)  (13.6)
Realized capital gains and
 losses (pre-tax)                (1,215)    545   (1,760)      -
Total investments


                               Six Months Ended
                                   June 30,
                              ------------------

($ in millions, except per
 share amounts, return data     Est.                      Percent
 and ratios)                    2008      2007    Change  Change
                              --------  --------  ------- -------

Consolidated Highlights
Revenues                     $ 15,505  $ 18,786  $(3,281)  (17.5)
Net income                        373     2,898   (2,525)  (87.1)
Operating income                1,430     2,269     (839)  (37.0)
Income per diluted share
  Net                            0.67      4.71    (4.04)  (85.8)
  Operating                      2.57      3.69    (1.12)  (30.4)
Weighted average shares
 outstanding (diluted)          557.2     615.2    (58.0)   (9.4)
Net shares outstanding          545.6     587.7    (42.1)   (7.2)
Return on equity
  Net income                     10.2      25.0        -   (14.8) pts.
  Operating income               15.1      23.1        -    (8.0) pts.
Book value per diluted share    35.93     36.39    (0.46)   (1.3)
Book value per diluted
 share, excluding the impact
 of unrealized net capital
 gains and losses on fixed
 income securities              36.93     35.70     1.23     3.4

Property-Liability
 Highlights
Property-Liability premiums
 written                     $ 13,317  $ 13,548  $  (231)   (1.7)
Property-Liability revenues    13,983    15,517   (1,534)   (9.9)
Net income                        942     2,579   (1,637)  (63.5)
Underwriting income               786     1,891   (1,105)  (58.4)
Net investment income             901     1,008     (107)  (10.6)
Operating income                1,221     2,009     (788)  (39.2)
Catastrophe losses              1,266       594      672   113.1
Ratios:
  Allstate Protection loss
   ratio                         69.9      62.2        -     7.7  pts.
  Allstate Protection
   expense ratio                 24.2      24.2        -       -  pts.
                              --------  --------
  Allstate Protection
   combined ratio                94.1      86.4        -     7.7  pts.
  Effect of Discontinued
   Lines and Coverages on
   combined ratio                 0.1      (0.3)       -     0.4  pts.
                              --------  --------
  Property-Liability
   combined ratio                94.2      86.1        -     8.1  pts.
  Effect of catastrophe
   losses on combined ratio       9.4       4.4        -     5.0  pts.
                              --------  --------
  Property-Liability
   combined ratio excluding
   effect of catastrophes        84.8      81.7        -     3.1  pts.
  Effect of prior year
   reserve reestimates on
   combined ratio                 0.8      (2.0)       -     2.8  pts.
  Effect of catastrophe
   losses included in prior
   year reserve reestimates
   on combined ratio             (0.9)     (0.4)       -    (0.5) pts.
                              --------  --------
  Property-Liability
   combined ratio excluding
   effect of catastrophes
   and prior year reserve
   reestimates                   84.9      84.1        -     0.8  pts.
                              ========  ========

Allstate Financial
 Highlights
Premiums and deposits        $  7,499  $  5,515  $ 1,984    36.0
Allstate Financial revenues     1,484     3,190   (1,706)  (53.5)
Realized capital gains and
 losses (pre-tax)              (1,397)      127   (1,524)      -
Net (loss) income                (490)      364     (854)      -
Operating income                  261       310      (49)  (15.8)
Net income analysis
  Benefit spread                  238       232        6     2.6
  Investment spread               495       528      (33)   (6.3)

Investment Highlights
Net investment income        $  2,938  $  3,205  $  (267)   (8.3)
Realized capital gains and
 losses (pre-tax)              (1,870)    1,016   (2,886)      -
Total investments             113,603   122,267   (8,664)   (7.1)

*T

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                       THE ALLSTATE CORPORATION
                CONSOLIDATED STATEMENTS OF OPERATIONS


                        Three Months             Six Months
                            Ended                   Ended
                          June 30,                June 30,
                       --------------          ---------------

($ in millions,
 except per share       Est.          Percent   Est.           Percent
 data)                  2008    2007  Change    2008     2007  Change
                       -------  ----- -------  -------  ------ -------

Revenues
 Property-liability
  insurance premiums  $ 6,750  $6,822   (1.1) $13,514  $13,628   (0.8)
 Life and annuity
  premiums and
  contract charges        471     454    3.7      923      937   (1.5)
 Net investment
  income                1,412   1,634  (13.6)   2,938    3,205   (8.3)
 Realized capital
  gains and losses     (1,215)    545      -   (1,870)   1,016      -
                       -------  -----          -------  ------
   Total revenues       7,418   9,455  (21.5)  15,505   18,786  (17.5)
                       -------  -----          -------  ------

Costs and expenses
 Property-liability
  insurance claims
  and claims expense    4,776   4,317   10.6    9,452    8,434   12.1
 Life and annuity
  contract benefits       395     386    2.3      792      814   (2.7)
 Interest credited to
  contractholder
  funds                   563     673  (16.3)   1,187    1,322  (10.2)
 Amortization of
  deferred policy
  acquisition costs       959   1,216  (21.1)   2,034    2,369  (14.1)
 Operating costs and
  expenses                728     734   (0.8)   1,520    1,461    4.0
 Restructuring and
  related charges          (5)      4      -       (6)       3      -
 Interest expense          88      83    6.0      176      155   13.5
                       -------  -----          -------  ------
   Total costs and
    expenses            7,504   7,413    1.2   15,155   14,558    4.1
                       -------  -----          -------  ------

Gain (loss) on
 disposition of
 operations                 -       2 (100.0)      (9)       2      -
                       -------  -----          -------  ------

(Loss) income from
 operations before
 income tax (benefit)
 expense                  (86)  2,044 (104.2)     341    4,230  (91.9)

Income tax (benefit)
 expense                 (111)    641 (117.3)     (32)   1,332 (102.4)
                       -------  -----          -------  ------

Net income            $    25  $1,403  (98.2) $   373  $ 2,898  (87.1)
                       =======  =====          =======  ======


Net income per share
 - Basic              $  0.05  $ 2.33         $  0.67  $  4.75
                       =======  =====          =======  ======

Weighted average
 shares - Basic         549.6   604.1           554.2    610.4
                       =======  =====          =======  ======

Net income per share
 - Diluted            $  0.05  $ 2.30         $  0.67  $  4.71
                       =======  =====          =======  ======

Weighted average
 shares - Diluted       552.9   608.8           557.2    615.2
                       =======  =====          =======  ======

Cash dividends
 declared per share   $  0.41  $ 0.38         $  0.82  $  0.76
                       =======  =====          =======  ======

*T

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*T
                       THE ALLSTATE CORPORATION
                        CONTRIBUTION TO INCOME


                       Three Months              Six Months
                            Ended                   Ended
                          June 30,                June 30,
                       --------------          ---------------

($ in millions,
 except per share       Est.          Percent   Est.           Percent
 data)                  2008    2007  Change    2008     2007  Change
                       ------  ------ -------  -------  ------ -------

Contribution to
 income

 Operating income
  before the impact
  of restructuring
  and related charges $  680  $1,075   (36.7) $ 1,426  $2,271   (37.2)
 Restructuring and
  related charges,
  after-tax               (3)      3       -       (4)      2       -
                       ------  ------          -------  ------

 Operating income        683   1,072   (36.3)   1,430   2,269   (37.0)

 Realized capital
  gains and losses,
  after-tax             (788)    352       -   (1,213)    657       -
 DAC and DSI
  amortization
  relating to
  realized capital
  gains and losses,
  after-tax              134     (15)      -      173     (15)      -
 Reclassification of
  periodic
  settlements and
  accruals on non-
  hedge derivative
  instruments, after-
  tax                     (4)     (7)   42.9      (11)    (15)   26.7
Gain (loss) on
 disposition of
 operations, after-
 tax                       -       1  (100.0)      (6)      2       -
                       ------  ------          -------  ------

 Net income           $   25  $1,403   (98.2) $   373  $2,898   (87.1)
                       ======  ======          =======  ======


Income per share -
 Diluted

 Operating income
  before the impact
  of restructuring
  and related charges $ 1.23  $ 1.76   (30.1) $  2.56  $ 3.69   (30.6)
 Restructuring and
  related charges,
  after-tax            (0.01)      -       -    (0.01)      -       -
                       ------  ------          -------  ------

 Operating income       1.24    1.76   (29.5)    2.57    3.69   (30.4)

 Realized capital
  gains and losses,
  after-tax            (1.42)   0.58       -    (2.18)   1.07       -
 DAC and DSI
  amortization
  relating to
  realized capital
  gains and losses,
  after-tax             0.24   (0.02)      -     0.31   (0.02)      -
 Reclassification of
  periodic
  settlements and
  accruals on non-
  hedge derivative
  instruments, after-
  tax                  (0.01)  (0.02)   50.0    (0.02)  (0.03)   33.3
Gain (loss) on
 disposition of
 operations, after-
 tax                       -       -       -    (0.01)      -       -
                       ------  ------          -------  ------

 Net income           $ 0.05  $ 2.30   (97.8) $  0.67  $ 4.71   (85.8)
                       ======  ======          =======  ======

*T

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                       THE ALLSTATE CORPORATION
                           SEGMENT RESULTS

                                     Three Months     Six Months Ended
                                          Ended           June 30,
                                        June 30,
                                    ----------------  ----------------

                                     Est.              Est.
 ($ in millions, except ratios)      2008     2007     2008     2007
                                    -------  -------  -------  -------

Property-Liability
 Premiums written                  $ 6,803  $ 6,939  $13,317  $13,548
                                    =======  =======  =======  =======

 Premiums earned                   $ 6,750  $ 6,822  $13,514  $13,628
 Claims and claims expense           4,776    4,317    9,452    8,434
 Amortization of deferred policy
  acquisition costs                  1,000    1,032    2,011    2,056
 Operating costs and expenses          601      623    1,271    1,243
 Restructuring and related charges      (5)       5       (6)       4
                                    -------  -------  -------  -------
   Underwriting income                 378      845      786    1,891
                                    -------  -------  -------  -------

 Net investment income                 431      517      901    1,008
 Periodic settlements and accruals
  on non-hedge derivative
  instruments                            -        -        1        -
 Income tax expense on operations      217      415      467      890
                                    -------  -------  -------  -------

   Operating income                    592      947    1,221    2,009

 Realized capital gains and
  losses, after-tax                   (153)     283     (278)     570
 Reclassification of periodic
  settlements and accruals on non-
  hedge derivative instruments,
  after-tax                              -        -       (1)       -
                                    -------  -------  -------  -------

   Net income                      $   439  $ 1,230  $   942  $ 2,579
                                    =======  =======  =======  =======

 Catastrophe losses                $   698  $   433  $ 1,266  $   594
                                    =======  =======  =======  =======

 Operating ratios:
   Claims and claims expense ratio    70.8     63.3     70.0     61.9
   Expense ratio                      23.6     24.3     24.2     24.2
                                    -------  -------  -------  -------
   Combined ratio                     94.4     87.6     94.2     86.1
                                    =======  =======  =======  =======

   Effect of catastrophe losses on
    combined ratio                    10.3      6.3      9.4      4.4
                                    =======  =======  =======  =======

   Effect of prior year reserve
    reestimates on combined ratio      0.1     (2.1)     0.8     (2.0)
                                    =======  =======  =======  =======

   Effect of catastrophe losses
    included in prior year reserve
    reestimate on combined ratio       0.1      0.7      0.9      0.4
                                    =======  =======  =======  =======

   Effect of Discontinued Lines
    and Coverages on combined
    ratio                                -      0.1      0.1     (0.3)
                                    =======  =======  =======  =======

Allstate Financial
 Premiums and deposits             $ 4,453  $ 2,887  $ 7,499  $ 5,515
                                    =======  =======  =======  =======
 Investments                       $72,504  $77,113  $72,504  $77,113
                                    =======  =======  =======  =======

 Premiums and contract charges     $   471  $   454  $   923  $   937
 Net investment income                 943    1,076    1,958    2,126
 Periodic settlements and accruals
  on non-hedge derivative
  instruments                            7       12       16       24
 Contract benefits                     395      386      792      814
 Interest credited to
  contractholder funds                 599      670    1,229    1,319
 Amortization of deferred policy
  acquisition costs                    130      164      247      293
 Operating costs and expenses          125       95      243      200
 Restructuring and related charges       -       (1)       -       (1)
 Income tax expense on operations       54       74      125      152
                                    -------  -------  -------  -------

   Operating income                    118      154      261      310

 Realized capital gains and
  losses, after-tax                   (627)      67     (908)      82
 DAC and DSI amortization relating
  to realized capital gains and
  losses, after-tax                    134      (15)     173      (15)
 Reclassification of periodic
  settlements and accruals on non-
  hedge derivative instruments,
  after-tax                             (4)      (7)     (10)     (15)
 Gain (loss) on disposition of
  operations, after-tax                  -        1       (6)       2
                                    -------  -------  -------  -------

   Net (loss) income               $  (379) $   200  $  (490) $   364
                                    =======  =======  =======  =======

Corporate and Other
 Net investment income             $    38  $    41  $    79  $    71
 Operating costs and expenses           90       99      182      173
 Income tax benefit on operations      (25)     (29)     (51)     (52)
                                    -------  -------  -------  -------

   Operating loss                      (27)     (29)     (52)     (50)

 Realized capital gains and
  losses, after-tax                     (8)       2      (27)       5
                                    -------  -------  -------  -------

   Net loss                        $   (35) $   (27) $   (79) $   (45)
                                    =======  =======  =======  =======

Consolidated net income            $    25  $ 1,403  $   373  $ 2,898
                                    =======  =======  =======  =======

*T

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*T
                       THE ALLSTATE CORPORATION
               UNDERWRITING RESULTS BY AREA OF BUSINESS


                             Three
                             Months               Six Months
                              Ended                  Ended
                            June 30,               June 30,
                          ------------          --------------

($ in millions, except    Est.         Percent   Est.          Percent
 ratios)                  2008   2007  Change    2008    2007  Change
                          -----  ----- -------  ------  ------ -------

Property-Liability
 Underwriting Summary
 Allstate Protection     $  381 $  850  (55.2) $   796 $ 1,856  (57.1)
 Discontinued Lines and
  Coverages                 (3)    (5)    40.0    (10)      35 (128.6)
                          -----  -----          ------  ------
   Underwriting income   $  378 $  845  (55.3) $   786 $ 1,891  (58.4)
                          =====  =====          ======  ======

Allstate Protection
 Underwriting Summary
 Premiums written        $6,803 $6,939   (2.0) $13,317 $13,548   (1.7)
                          =====  =====          ======  ======
 Premiums earned         $6,750 $6,822   (1.1) $13,514 $13,628   (0.8)
 Claims and claims
  expense                 4,774  4,314    10.7   9,445   8,473    11.5
 Amortization of
  deferred policy
  acquisition costs       1,000  1,032   (3.1)   2,011   2,056   (2.2)
 Operating costs and
  expenses                  600    621   (3.4)   1,268   1,239     2.3
 Restructuring and
  related charges           (5)      5       -     (6)       4       -
                          -----  -----          ------  ------
   Underwriting income   $  381 $  850  (55.2) $   796 $ 1,856  (57.1)
                          =====  =====          ======  ======

 Catastrophe losses      $  698 $  433    61.2 $ 1,266 $   594   113.1
                          =====  =====          ======  ======

 Operating ratios:
   Claims and claims
    expense ratio          70.7   63.2            69.9    62.2
   Expense ratio           23.7   24.3            24.2    24.2
                          -----  -----          ------  ------
   Combined ratio          94.4   87.5            94.1    86.4
                          =====  =====          ======  ======

 Effect of catastrophe
  losses on combined
  ratio                    10.3    6.3             9.4     4.4
                          =====  =====          ======  ======

 Effect of restructuring
  and related charges on
  combined ratio          (0.1)    0.1               -       -
                          =====  =====          ======  ======

Discontinued Lines and
 Coverages Underwriting
 Summary
 Premiums written        $    - $    -       - $     - $     -       -
                          =====  =====          ======  ======
 Premiums earned         $    - $    -       - $     - $     -       -
 Claims and claims
  expense                     2      3  (33.3)       7    (39)   117.9
 Operating costs and
  expenses                    1      2  (50.0)       3       4  (25.0)
                          -----  -----          ------  ------
   Underwriting (loss)
    income               $  (3) $  (5)    40.0 $  (10) $    35 (128.6)
                          =====  =====          ======  ======

 Effect of Discontinued
  Lines and Coverages on
  the Property-Liability
  combined ratio              -    0.1             0.1   (0.3)
                          =====  =====          ======  ======

*T

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*T
                       THE ALLSTATE CORPORATION
        PROPERTY-LIABILITY PREMIUMS WRITTEN BY MARKET SEGMENT


                          Three Months           Six Months
                              Ended                  Ended
                            June 30,               June 30,
                          ------------          --------------

                          Est.         Percent   Est.          Percent
($ in millions)           2008   2007  Change    2008    2007  Change
                          -----  ----- -------  ------  ------ -------

Allstate brand
  Standard auto          $3,957 $3,956       - $ 8,034 $ 8,007     0.3
  Non-standard auto         261    300  (13.0)     535     621  (13.8)
  Involuntary auto           17     22  (22.7)      33      44  (25.0)
  Commercial lines          173    199  (13.1)     340     393  (13.5)
  Homeowners              1,531  1,543   (0.8)   2,716   2,756   (1.5)
  Other personal lines      423    422     0.2     794     787     0.9
                          -----  -----          ------  ------

                          6,362  6,442   (1.2)  12,452  12,608   (1.2)
Encompass brand
  Standard auto             272    297   (8.4)     542     563   (3.7)
  Non-standard auto          11     18  (38.9)      23      39  (41.0)
  Involuntary auto            3      5  (40.0)       6      11  (45.5)
  Homeowners                129    147  (12.2)     242     270  (10.4)
  Other personal lines       26     30  (13.3)      52      57   (8.8)
                          -----  -----          ------  ------

                            441    497  (11.3)     865     940   (8.0)
                          -----  -----          ------  ------

Allstate Protection       6,803  6,939   (2.0)  13,317  13,548   (1.7)

Discontinued Lines and
 Coverages                    -      -       -       -       -       -
                          -----  -----          ------  ------

Property-Liability       $6,803 $6,939   (2.0) $13,317 $13,548   (1.7)
                          =====  =====          ======  ======



Allstate Protection
  Standard auto          $4,229 $4,253   (0.6) $ 8,576 $ 8,570     0.1
  Non-standard auto         272    318  (14.5)     558     660  (15.5)
  Involuntary auto           20     27  (25.9)      39      55  (29.1)
  Commercial lines          173    199  (13.1)     340     393  (13.5)
  Homeowners              1,660  1,690   (1.8)   2,958   3,026   (2.2)
  Other personal lines      449    452   (0.7)     846     844     0.2
                          -----  -----          ------  ------

                         $6,803 $6,939   (2.0) $13,317 $13,548   (1.7)
                          =====  =====          ======  ======

*T

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*T
                       THE ALLSTATE CORPORATION
                          PROPERTY-LIABILITY
ANNUAL IMPACT OF NET RATE CHANGES APPROVED ON PREMIUMS WRITTEN (1) (6)

                                             Three Months Ended
                                            June 30, 2008 (Est.)
                                       -------------------------------

                                                              State
                                       Number of Countrywide  Specific
                                        States     (%) (2)    (%) (3)
                                       --------- ----------- ---------
Allstate brand
  Standard auto (4)                           15       (0.4)     (1.2)
  Non-standard auto (7)                        5       (0.2)     (7.7)
  Homeowners (5)                              16        0.7       2.3

Encompass brand
  Standard auto                                9        0.8       3.4
  Non-standard auto                            -          -         -
  Homeowners (7)                              13        0.9       4.5

                                              Six Months Ended
                                            June 30, 2008 (Est.)
                                       -------------------------------

                                                              State
                                       Number of Countrywide  Specific
                                        States     (%) (2)    (%) (3)
                                       --------- ----------- ---------
Allstate brand
  Standard auto (4)                           23        0.4       0.9
  Non-standard auto (7)                        7          -       0.4
  Homeowners (5)                              23        2.0       4.9

Encompass brand
  Standard auto                               24        1.1       2.5
  Non-standard auto                            -          -         -
  Homeowners (7)                              17        1.4       6.6


(1) Rate increases that are indicated based on a loss trend analysis
     to achieve a targeted return will continue to be pursued in all
     locations and for all products. Rate changes include changes
     approved based on our net cost of reinsurance. These rate changes
     do not reflect initial rates filed for insurance subsidiaries
     initially writing new business. Based on historical premiums
     written in those states, rate changes approved for the three
     month and six month periods ending June 30, 2008, are estimated
     to total $(10) million and $212 million, respectively.

(2) Represents the impact in the states where rate changes were
     approved during 2008 as a percentage of total countrywide prior
     year-end premiums written.

(3) Represents the impact in the states where rate changes were
     approved during 2008 as a percentage of total prior year-end
     premiums written in those states.

(4) Excluding the impact of a 15.9% rate reduction in California
     related to an order effective in April 2008, the Allstate brand
     standard auto rate change is 5.5% on a state specific basis and
     1.3% on a countrywide basis for the three months ended June 30,
     2008 and 5.4% on a state specific basis and 2.2% on a countrywide
     basis for the six months ended June 30, 2008. We estimate that
     this rate decrease will have an impact of $135 million on
     premiums written and $85 million on underwriting income during
     the remainder of 2008.

(5) Excluding the impact of a 3.0% rate reduction in Texas related to
     a resolution reached in the second quarter of 2008, the Allstate
     brand homeowners rate change is 3.3% on a state specific basis
     and 1.0% on a countrywide basis for the three months ended June
     30, 2008 and 5.7% on a state specific basis and 2.3% on a
     countrywide basis for the six months ended June 30, 2008. We
     estimate that this rate decrease will have an impact of $7
     million on premiums written and $1 million on underwriting income
     during the remainder of 2008.

(6) During July 2008, we received an order to reduce Allstate brand
     homeowners rates in the state of California by 28.5%. We estimate
     that this rate decrease will have an impact of $88 million on
     premiums written and $15 million on underwriting income during
     the remainder of 2008.

(7) Includes Washington, D.C.

*T

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*T
                       THE ALLSTATE CORPORATION
             ALLSTATE PROTECTION MARKET SEGMENT ANALYSIS


                                Three Months Ended June 30,
                      ------------------------------------------------

($ in millions,       Est.           Est.       Est.        Est.
 except ratios)        2008    2007   2008 2007  2008  2007  2008 2007
                      ------  ------ ----- ---- ------ ---- ----- ----

                                                 Effect of
                                                Catastrophe
                                                   Losses
                        Premiums     Loss Ratio on the Loss  Expense
                          Earned         (2)       Ratio       Ratio
                      -------------- ---------- ----------- ----------

Allstate brand
  Standard auto      $ 4,014 $ 3,986  67.1 63.5    2.1  1.3  23.5 24.2
  Non-standard auto      270     316  60.0 59.2    1.1  0.6  22.6 23.7
  Homeowners           1,420   1,437  86.5 67.7   38.0 21.6  21.2 23.3
  Other (1)              593     606  63.1 57.4    5.9  6.6  26.8 25.1
                      ------  ------

    Total Allstate
     brand             6,297   6,345  70.8 63.6   10.5  6.4  23.2 24.1

Encompass brand
  Standard auto          278     283  65.8 57.2    1.8  0.7  27.7 26.9
  Non-standard auto       12      20  83.3 80.0      -    -  25.0 25.0
  Homeowners             129     139  72.9 55.4   23.3 16.5  31.8 30.2
  Other (1)               34      35  88.2 62.9    5.9  5.7  26.5 25.7
                      ------  ------

    Total Encompass
     brand               453     477  70.0 58.0    8.2  5.7  28.7 27.7
                      ------  ------


Allstate Protection  $ 6,750 $ 6,822  70.7 63.2   10.3  6.3  23.7 24.3
                      ======  ======


                                 Six Months Ended June 30,
                      ------------------------------------------------

($ in millions,       Est.           Est.       Est.        Est.
 except ratios)        2008    2007   2008 2007  2008  2007  2008 2007
                      ------  ------ ----- ---- ------ ---- ----- ----

                                                 Effect of
                                                Catastrophe
                                                   Losses
                        Premiums     Loss Ratio on the Loss  Expense
                          Earned         (2)       Ratio       Ratio
                      -------------- ---------- ----------- ----------

Allstate brand
  Standard auto      $ 8,025 $ 7,937  66.3 63.6    1.7  0.8  23.8 23.8
  Non-standard auto      548     638  62.6 59.7    0.9  0.3  23.2 22.7
  Homeowners           2,846   2,875  83.3 61.4   33.8 15.0  22.9 24.1
  Other (1)            1,185   1,217  66.4 58.7    7.9  5.1  27.4 25.6
                      ------  ------

    Total Allstate
     brand            12,604  12,667  70.0 62.4    9.5  4.4  23.9 24.0

Encompass brand
  Standard auto          558     567  58.4 61.0    1.1  0.5  27.1 26.7
  Non-standard auto       26      42  76.9 78.6      -    -  30.8 23.8
  Homeowners             262     281  69.1 52.3   21.0 10.7  31.3 29.6
  Other (1)               64      71 150.0 57.7    6.3  4.2  28.1 25.4
                      ------  ------

    Total Encompass
     brand               910     961  68.4 59.0    7.1  3.7  28.5 27.3
                      ------  ------


Allstate Protection  $13,514 $13,628  69.9 62.2    9.4  4.4  24.2 24.2
                      ======  ======

(1) Other includes commercial lines, condominium, renters, involuntary
     auto and other personal lines.

(2) Loss Ratio comparisons are impacted by the relative level of prior
     year reserve reestimates. Please refer to the "Effect of Pre-tax
     Prior Year Reserve Reestimates on the Combined Ratio" table for
     detailed reserve reestimate information.

*T

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*T
                       THE ALLSTATE CORPORATION
                          PROPERTY-LIABILITY
EFFECT OF PRE-TAX PRIOR YEAR RESERVE REESTIMATES ON THE COMBINED RATIO


                                           Three Months Ended June 30,
                                           ---------------------------
                                                           Effect of
                                                             Pre-tax
                                                             Reserve
                                                           Reestimates
                                           Pre-tax Reserve    on the
                                             Reestimates    Combined
                                                 (1)          Ratio
                                           --------------- -----------

                                             Est.          Est.
($ in millions, except ratios)              2008     2007  2008  2007
                                           --------  ----- ----- -----


Auto                                      $    (13) $(146) (0.2) (2.2)
Homeowners                                      18     25   0.3   0.4
Other                                            2    (26)    -  (0.4)
                                           --------  ----- ----- -----

Allstate Protection (2)                          7   (147)  0.1  (2.2)

Discontinued Lines and Coverages                 2      4     -   0.1
                                           --------  ----- ----- -----

Property-Liability                        $      9  $(143)  0.1  (2.1)
                                           ========  ===== ===== =====



Allstate brand                            $     (2) $(113)    -  (1.7)
Encompass brand                                  9    (34)  0.1  (0.5)
                                           --------  ----- ----- -----

Allstate Protection (2)                   $      7  $(147)  0.1  (2.2)
                                           ========  ===== ===== =====


                                            Six Months Ended June 30,
                                           ---------------------------
                                                           Effect of
                                                             Pre-tax
                                                             Reserve
                                                           Reestimates
                                           Pre-tax Reserve    on the
                                             Reestimates    Combined
                                                 (1)          Ratio
                                           --------------- -----------

                                             Est.          Est.
($ in millions, except ratios)              2008     2007  2008  2007
                                           --------  ----- ----- -----


Auto                                      $    (67) $(212) (0.5) (1.6)
Homeowners                                      96     22   0.7   0.2
Other                                           74    (44)  0.5  (0.3)
                                           --------  ----- ----- -----

Allstate Protection (2)                        103   (234)  0.7  (1.7)

Discontinued Lines and Coverages                 7    (38)  0.1  (0.3)
                                           --------  ----- ----- -----

Property-Liability                        $    110  $(272)  0.8  (2.0)
                                           ========  ===== ===== =====



Allstate brand                            $     94  $(192)  0.7  (1.4)
Encompass brand                                  9    (42)    -  (0.3)
                                           --------  ----- ----- -----

Allstate Protection (2)                   $    103  $(234)  0.7  (1.7)
                                           ========  ===== ===== =====

(1) Favorable reserve reestimates are shown in parentheses.
(2) Unfavorable reserve reestimates included in catastrophe losses
     totaled $11 million and $50 million in the three months ended
     June 30, 2008 and June 30, 2007, respectively, and $128 million
     and $44 million in the six months ended June 30, 2007 and 2008,
     respectively.
*T

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*T
                       THE ALLSTATE CORPORATION
               ALLSTATE FINANCIAL PREMIUMS AND DEPOSITS



                               Three
                               Months             Six Months
                                Ended                 Ended
                              June 30,              June 30,
                            ------------          ------------

                            Est.         Percent  Est.         Percent
($ in millions)             2008   2007  Change   2008   2007  Change
                            -----  ----- -------  -----  ----- -------

Life Products
    Interest-sensitive
     life                  $  356 $  356      -  $  720 $  718    0.3
    Traditional                99     90   10.0     188    182    3.3
    Other                      99     92    7.6     200    181   10.5
                            -----  -----          -----  -----
                              554    538    3.0   1,108  1,081    2.5

Annuities
    Indexed annuities         151    171  (11.7)    284    312   (9.0)
    Fixed deferred
     annuities              1,037    657   57.8   1,553  1,137   36.6
                            -----  -----          -----  -----
         Sub-total          1,188    828   43.5   1,837  1,449   26.8
    Fixed immediate
     annuities                 85    101  (15.8)    152    253  (39.9)
                            -----  -----          -----  -----
                            1,273    929   37.0   1,989  1,702   16.9

Institutional Products
    Funding agreements
     backing medium-term
     notes (1)              2,498  1,300   92.2   4,158  2,500   66.3

Bank Deposits                 128    120    6.7     244    232    5.2
                            -----  -----          -----  -----


Total                      $4,453 $2,887   54.2  $7,499 $5,515   36.0
                            =====  =====          =====  =====

(1) During the second quarter of 2008, Allstate Financial acquired in
     the secondary market and retired $1.14 billion of its outstanding
     extendible securities that had elected to non-extend.
*T

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*T
                       THE ALLSTATE CORPORATION
              ALLSTATE FINANCIAL ANALYSIS OF NET INCOME

                       Three Months
                           Ended              Six Months Ended
                         June 30,                 June 30,
                       -------------          ----------------

                       Est.          Percent   Est.            Percent
($ in millions)        2008   2007   Change    2008     2007   Change
                       -----  ------ -------  -------  ------- -------

Benefit spread
  Premiums            $ 211  $  210     0.5  $   409  $   452    (9.5)
  Cost of insurance
   contract charges
   (1)                  173     159     8.8      345      318     8.5
  Contract benefits
   excluding the
   implied interest
   on immediate
   annuities with
   life contingencies
   (2)                 (257)   (247)   (4.0)    (516)    (538)    4.1
                       -----  ------          -------  -------
   Benefit spread       127     122     4.1      238      232     2.6
                       -----  ------          -------  -------

Investment spread
  Net investment
   income               943   1,076   (12.4)   1,958    2,126    (7.9)
  Implied interest on
   immediate
   annuities with
   life contingencies
   (2)                 (138)   (139)    0.7     (276)    (276)      -
  Interest credited
   to contractholder
   funds               (563)   (673)   16.3   (1,187)  (1,322)   10.2
                       -----  ------          -------  -------
  Investment spread     242     264    (8.3)     495      528    (6.3)
                       -----  ------          -------  -------

Surrender charges and
 contract maintenance
 expense fees (1)        87      85     2.4      169      167     1.2
Realized capital
 gains and losses      (965)    104       -   (1,397)     127       -
Amortization of
 deferred policy
 acquisition costs       41    (184)  122.3      (23)    (313)   92.7
Operating costs and
 expenses              (125)    (95)  (31.6)    (243)    (200)  (21.5)
Restructuring and
 related charges          -       1  (100.0)       -        1  (100.0)
(Loss) gain on
 disposition of
 operations               -       2  (100.0)      (9)       2       -
Income tax benefit
 (expense) on
 operations             214     (99)      -      280     (180)      -
                       -----  ------          -------  -------

Net (loss) income     $(379) $  200       -  $  (490) $   364       -
                       =====  ======          =======  =======

Benefit spread by
 product group
  Life insurance      $ 134  $  128     4.7  $   263  $   246     6.9
  Annuities              (7)     (6)  (16.7)     (25)     (14)  (78.6)
                       -----  ------          -------  -------
    Benefit spread    $ 127  $  122     4.1  $   238  $   232     2.6
                       =====  ======          =======  =======

Investment spread by
 product group
  Annuities           $ 132  $  129     2.3  $   247  $   258    (4.3)
  Life insurance         15      14     7.1       34       33     3.0
  Institutional
   products              16      20   (20.0)      43       45    (4.4)
  Bank                    4       4       -        9        8    12.5
  Net investment
   income on
   investments
   supporting capital    75      97   (22.7)     162      184   (12.0)
                       -----  ------          -------  -------
    Investment spread $ 242  $  264    (8.3) $   495  $   528    (6.3)
                       =====  ======          =======  =======

(1) Reconciliation of
 contract charges
  Cost of insurance
   contract charges   $ 173  $  159     8.8  $   345  $   318     8.5
  Surrender charges
   and contract
   maintenance
   expense fees          87      85     2.4      169      167     1.2
                       -----  ------          -------  -------
    Total contract
     charges          $ 260  $  244     6.6  $   514  $   485     6.0
                       =====  ======          =======  =======

(2) Reconciliation of
 contract benefits
  Contract benefits
   excluding the
   implied interest
   on immediate
   annuities with
   life contingencies $(257) $ (247)   (4.0) $  (516) $  (538)    4.1
  Implied interest on
   immediate
   annuities with
   life contingencies  (138)   (139)    0.7     (276)    (276)      -
                       -----  ------          -------  -------
    Total contract
     benefits         $(395) $ (386)   (2.3) $  (792) $  (814)    2.7
                       =====  ======          =======  =======
*T

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*T
                       THE ALLSTATE CORPORATION
                          INVESTMENT RESULTS

                                    Three Months
                                        Ended        Six Months Ended
                                      June 30,           June 30,
                                   ---------------  ------------------

                                    Est.              Est.
($ in millions)                     2008     2007     2008      2007
                                   -------  ------  --------  --------

NET INVESTMENT INCOME
Fixed income securities:
    Tax-exempt                    $   242  $  244  $    482  $    488
    Taxable                           955   1,130     1,994     2,232
Equity securities                      31      34        63        61
Mortgage loans                        156     146       316       289
Limited partnership interests          30      86        90       156
Short-term                             54      61        94       110
Other                                   2      46        28        91
                                   -------  ------  --------  --------
    Investment income               1,470   1,747     3,067     3,427
Less: Investment expense               58     113       129       222
                                   -------  ------  --------  --------
    Net investment income         $ 1,412  $1,634  $  2,938  $  3,205
                                   =======  ======  ========  ========

REALIZED CAPITAL GAINS AND LOSSES
 (PRE-TAX)
Investment write-downs            $  (250) $   (8) $   (665) $    (13)
Dispositions                       (1,088)    307    (1,028)      757
Valuation of derivative
 instruments                           40     199      (285)      187
Settlements of derivative
 instruments                           83      47       108        85
                                   -------  ------  --------  --------
    Realized capital gains and
     losses (pre-tax)             $(1,215) $  545  $ (1,870) $  1,016
                                   =======  ======  ========  ========


                                                    June 30,  Dec. 31,
INVESTMENTS                                          2008
                                                     (Est.)     2007
                                                    --------  --------
Fixed income securities
  Available for sale, at fair
   value
    Tax-exempt                                     $ 18,935  $ 19,038
    Taxable                                          64,289    75,413
                                                    --------  --------
    Total fixed income securities                    83,224    94,451
Equity securities, at fair value                      4,664     5,257
Mortgage loans                                       10,629    10,830
Limited partnership interests (1)                     2,890     2,501
Short-term                                            9,639     3,058
Other                                                 2,557     2,883
                                                    --------  --------
    Total Investments                              $113,603  $118,980
                                                    ========  ========

FIXED INCOME SECURITIES BY TYPE
U.S. government and agencies                       $  4,131  $  4,421
Municipal                                            24,418    25,307
Corporate                                            33,691    38,467
Asset-backed securities                               6,126     8,679
Commercial mortgage-backed
 securities                                           6,036     7,617
Mortgage-backed securities                            6,089     6,959
Foreign government                                    2,676     2,936
Redeemable preferred stock                               57        65
                                                    --------  --------
    Total fixed income securities                  $ 83,224  $ 94,451
                                                    ========  ========

FIXED INCOME SECURITIES BY CREDIT
 QUALITY
NAIC Rating  Moody's Equivalent

     1      Aaa/Aa/A                               $ 61,501  $ 71,458
     2      Baa                                      17,559    18,361
     3      Ba                                        2,690     2,904
     4      B                                         1,001     1,296
     5      Caa or lower                                419       378
     6      In or near default                           54        54
                                                    --------  --------
Total                                              $ 83,224  $ 94,451
                                                    ========  ========

AMORTIZED COST
Fixed income securities
  Available for sale, at
   amortized cost
    Tax-exempt                                     $ 18,752  $ 18,393
    Taxable                                          65,686    75,102
                                                    --------  --------
    Total fixed income securities                    84,438    93,495
Equity securities, at cost                         $  4,197  $  4,267

(1) We have commitments to invest in additional limited partnerships
     totaling $2.0 billion at June 30, 2008.
*T

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*T
                       THE ALLSTATE CORPORATION
      COMPONENTS OF REALIZED CAPITAL GAINS AND LOSSES (PRE-TAX)


                              Three Months Ended June 30, 2008 (Est.)
                              ----------------------------------------

($ in millions)               Property-  Allstate   Corporate
                              Liability  Financial  and Other   Total
                              ---------  ---------  ---------  -------

Investment write-downs       $     (51) $    (199) $       -  $  (250)
Dispositions (1)                  (300)      (776)       (12)  (1,088)
Valuation of derivative
 instruments                        32          8          -       40
Settlements of derivative
 instruments                        81          2          -       83
                              ---------  ---------  ---------  -------

   Total                     $    (238) $    (965) $     (12) $(1,215)
                              =========  =========  =========  =======


                               Six Months Ended June 30, 2008 (Est.)
                              ----------------------------------------

                              Property-  Allstate   Corporate
                              Liability  Financial  and Other   Total
                              ---------  ---------  ---------  -------

Investment write-downs       $    (226) $    (408) $     (31) $  (665)
Dispositions                      (176)      (842)       (10)  (1,028)
Valuation of derivative
 instruments                       (91)      (194)         -     (285)
Settlements of derivative
 instruments                        61         47          -      108
                              ---------  ---------  ---------  -------

   Total                     $    (432) $  (1,397) $     (41) $(1,870)
                              =========  =========  =========  =======


                                  Three Months Ended June 30, 2007
                              ----------------------------------------

                              Property-  Allstate   Corporate
                              Liability  Financial  and Other   Total
                              ---------  ---------  ---------  -------

Investment write-downs       $      (4) $      (4) $       -  $    (8)
Dispositions                       352        (49)         4      307
Valuation of derivative
 instruments                        64        135          -      199
Settlements of derivative
 instruments                        25         22          -       47
                              ---------  ---------  ---------  -------

   Total                     $     437  $     104  $       4  $   545
                              =========  =========  =========  =======


                                   Six Months Ended June 30, 2007
                              ----------------------------------------

                              Property-  Allstate   Corporate
                              Liability  Financial  and Other   Total
                              ---------  ---------  ---------  -------

Investment write-downs       $      (8) $      (5) $       -  $   (13)
Dispositions                       763        (14)         8      757
Valuation of derivative
 instruments                        72        115          -      187
Settlements of derivative
 instruments                        54         31          -       85
                              ---------  ---------  ---------  -------

   Total                     $     881  $     127  $       8  $ 1,016
                              =========  =========  =========  =======

(1) In the second quarter of 2008, the Company recognized $1.1 billion
     of losses related to a change in our intent to hold certain
     securities with unrealized losses until they recover in value.
     The change in our intent was due to risk mitigation and ongoing
     comprehensive reviews of the Property-Liability and Allstate
     Financial portfolios and enterprise asset allocation of the
     Property-Liability portfolio. The Company identified $8.2 billion
     of securities, which we did not have the intent to hold until
     recovery to achieve these objectives; this includes $3.3 billion
     related to our risk mitigation and return optimization programs.
     For further information on the types of securities included in
     dispositions, see the Realized Capital Gains and Losses Analysis
     section.
*T

-0-
*T
                       THE ALLSTATE CORPORATION
            CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

                                              June 30,    December 31,
($ in millions, except par value data)       2008 (Est.)      2007
                                             -----------  ------------

Assets
Investments
  Fixed income securities, at fair value
   (amortized cost $84,438 and $93,495)     $    83,224  $     94,451
  Equity securities, at fair value (cost
   $4,197 and $4,267)                             4,664         5,257
  Mortgage loans                                 10,629        10,830
  Limited partnership interests                   2,890         2,501
  Short-term (1)                                  9,639         3,058
  Other                                           2,557         2,883
                                             -----------  ------------
    Total investments (2) (3)                   113,603       118,980

Cash                                                748           422
Premium installment receivables, net              4,906         4,879
Deferred policy acquisition costs                 6,630         5,768
Reinsurance recoverables, net                     5,798         5,817
Accrued investment income                           968         1,050
Deferred income taxes                             1,333           467
Property and equipment, net                       1,017         1,062
Goodwill                                            875           825
Other assets                                      2,517         2,209
Separate Accounts                                12,438        14,929
                                             -----------  ------------
    Total assets                            $   150,833  $    156,408
                                             ===========  ============

Liabilities
Reserve for property-liability insurance
 claims and claims expense                  $    18,863  $     18,865
Reserve for life-contingent contract
 benefits                                        12,965        13,212
Contractholder funds                             62,419        61,975
Unearned premiums                                10,266        10,409
Claim payments outstanding                          833           748
Other liabilities and accrued expenses            7,682         8,779
Short-term debt                                      18             -
Long-term debt                                    5,640         5,640
Separate Accounts                                12,438        14,929
                                             -----------  ------------
    Total liabilities                           131,124       134,557
                                             -----------  ------------

Shareholders' equity
Preferred stock, $1 par value, 25 million
 shares authorized, none issued                       -             -
Common stock, $.01 par value, 2.0 billion
 shares authorized and 900 million issued,
 546 million and 563 million shares
 outstanding                                          9             9
Additional capital paid-in                        3,096         3,052
Retained income                                  32,701        32,796
Deferred ESOP expense                               (49)          (55)
Treasury stock, at cost (354 million and
 337 million shares)                            (15,420)      (14,574)
Accumulated other comprehensive income:
  Unrealized net capital gains and losses
   (4)                                             (274)          888
  Unrealized foreign currency translation
   adjustments                                       65            79
  Net funded status of pension and other
   postretirement benefit obligation               (419)         (344)
                                             -----------  ------------
    Total accumulated other comprehensive
     (loss) income                                 (628)          623
                                             -----------  ------------
    Total shareholders' equity                   19,709        21,851
                                             -----------  ------------
    Total liabilities and shareholders'
     equity                                 $   150,833  $    156,408
                                             ===========  ============

(1) Increases in the short term balance reflect actions taken to
     offset reduced liquidity in some asset classes and the maturity
     of institutional market deposits.
(2) Total investments include $36,877 for Property-Liability, $72,504
     for Allstate Financial and $4,222 for Corporate and Other
     investments at June 30, 2008. Total investments include $40,905
     for Property-Liability, $74,256 for Allstate Financial and $3,819
     for Corporate and Other investments at December 31, 2007.
(3) Pre-tax unrealized net capital gains and losses at June 30, 2008
     and December 31, 2007 include net gains and losses on fixed
     income securities of $(1,214) million and $956 million,
     respectively; net gains and losses on equity securities of $467
     million and $990 million, respectively; and net gains and losses
     on derivative instruments of $(42) million and $(33) million,
     respectively.
(4) After-tax unrealized net capital gains and losses at June 30, 2008
     and December 31, 2007 include net gains and losses on fixed
     income securities $(550) million and $266 million, respectively;
     net gains and losses on equity securities of $304 million and
     $644 million, respectively; and net gains and losses on
     derivative instruments of $28 million and $(22) million,
     respectively.
*T

   Investments

   Investment Risk Mitigation and Return Optimization Programs

   We developed additional risk mitigation and return optimization
programs in the second quarter of 2008 in response to an altered
outlook for continued weakness in the U.S. financial markets and
economy including continued volatility in the financial markets,
continued reduced liquidity in certain asset classes and further
unfavorable economic trends. In addition, the potential for systemic
investment supply and demand imbalances has remained above normal due
to the deteriorating credit strength of financial institutions. The
risk mitigation and return optimization programs are designed to
protect certain portions of our investment portfolio from significant
decreases in value resulting from extreme adverse movements in
risk-free interest rates, credit spreads, and equity market
valuations. They consist of overall portfolio protection
(macro-hedging) and potential future reductions in certain real estate
and financial-related market sectors. These actions will position us
to take advantage of market opportunities and also will help protect
our investment portfolio from the continued turmoil in the financial
markets. These programs augment earlier actions to reduce investments
in real estate and other market sectors as well as to mitigate
exposures to risk free interest rate spikes. We will monitor the
progress of these programs as market and economic conditions continue
to develop and will adapt our decisions as appropriate.

   We have begun to implement the macro-hedging program using
derivatives to partially mitigate the potential adverse impacts from
potential future increases in risk free interest rates, increases in
credit spreads, and negative equity market valuations. The interest
rate component is being integrated with the current program, to
protect a certain portion of fixed income securities if interest rates
increase above a targeted maximum level, for example in excess of 150
basis points. The equity hedge will be designed to protect the equity
portfolio from significant equity market valuation declines below a
targeted level using a collar whereby we give up returns above a
certain level. For example, if equity market valuation declines fall
below 25% the equity hedge protects valuations, and with a collar we
give up returns in excess of 20%. Another component of the
macro-hedging program is less comprehensive since these derivatives
are less effective and efficient and partially mitigates municipal
bond interest rate risk and some general market credit spread risk.
The cost of the macro-hedging program for one year is currently
estimated to be approximately $85 million. The provisions of the
macro-hedging program and its estimated cost will be dependent upon
market conditions at the time of entering into the applicable
contracts.

   A comprehensive review identified specific investments that could
be significantly impacted by continued deterioration in the economy
including certain real estate and financial-related market sectors
that may be sold. This includes a portion of our residential and
commercial real estate securities including securities collateralized
by residential and commercial mortgage loans, mortgage loans and
securities issued by financial institutions. As a result, we have
change in intent write-downs on securities with a fair value of
approximately $3.2 billion at June 30, 2008. Accordingly,
approximately $857 million of realized capital losses were recognized
in the second quarter net income related to our change in intent
write-downs, with minimal net impact on shareholders' equity as these
investments were carried at fair value with unrealized losses
reflected within accumulated other comprehensive income at March 31,
2008.

   At June 30, 2008, our exposure to residential and commercial real
estate is approximately $28.1 billion, comprised primarily of
mortgage-backed securities ("MBS"), commercial mortgage-backed
securities ("CMBS"), asset-backed residential mortgage-backed
securities ("ABS RMBS"), asset-backed collateralized debt obligations
("ABS CDO") and mortgage loans. Our exposure to financial-related
market sectors totaled approximately $11 billion at June 30, 2008, and
includes fixed income and equity holdings in banks, brokerages,
finance companies and insurance.

   Any funds raised from the eventual disposition of these securities
will be invested in accordance with our asset-liability management
strategies and the initial stage of our enhanced enterprise-wide asset
allocation ("EAA") strategy. These strategies identify risks and
return needs across the Corporation and consider cross-correlation
impacts in determining an efficient mix of assets for the enterprise
as a whole. The work associated with these strategies is ongoing, and
implementation will occur as market opportunities arise. Under
conditions we find favorable, an increase in municipal bond and
foreign equity exposures comprise the initial state of our EAA
strategy. To the extent markets remain unstable, we will invest in
high quality, lower risk investments over the short-term. Net
investment income from potential reinvested funds may be lower as
proceeds invested at current yields could be lower than the yields on
the investments written-down.

   Securities Experiencing Illiquid and Disrupted Markets

   During the second quarter of 2008, certain financial markets
continued to experience price declines due to market and liquidity
disruptions. We experienced this illiquidity and disruption
particularly in our prime residential mortgage-backed securities
("Prime"), Alt-A residential mortgage-backed securities ("Alt-A"),
commercial real estate collateralized debt obligations ("CRE CDO"),
ABS RMBS and ABS CDO portfolios. These portfolios totaled $5.3
billion, or less than 5% of our total investments at June 30, 2008.
Certain other asset-backed and real estate-backed securities markets
experienced illiquidity, but to a lesser degree.

   We determine the fair values of securities comprising these
illiquid portfolios by obtaining information from an independent
third-party valuation service provider and brokers. We confirmed the
reasonableness of the fair value of these portfolios as of June 30,
2008 by analyzing available market information including, but not
limited to, collateral quality, anticipated cash flows, credit
enhancements, default rates, loss severities, securities' relative
position within their respective capital structures, and credit
ratings from statistical rating agencies.

   Impairments for the second quarter of 2008 included write-downs on
our Alt-A totaling $2 million, CRE CDO totaling $39 million, ABS RMBS
totaling $137 million and ABS CDO totaling $3 million. Dispositions,
including change in intent write-downs, included losses on our Alt-A
totaling $96 million, CRE CDO totaling $248 million and ABS RMBS
totaling $185 million.

   Unrealized net capital losses as of June 30, 2008 included $61
million on the Prime, $134 million on the Alt-A and $680 million on
the ABS RMBS. Unrealized net capital gains as of June 30, 2008
included $4 million on the CRE CDO and $2 million of ABS CDO. We
continue to believe that the unrealized losses on these securities are
not necessarily predictive of the ultimate performance of the
underlying collateral. In the absence of further deterioration in the
collateral relative to our positions in the securities' respective
capital structures, which could be other-than-temporary, the
unrealized losses should reverse over the remaining lives of the
securities.

   Information about certain of our collateralized securities and
their financial ratings is presented in the table below.

-0-
*T
                     Est.
                    Fair
                     value
                      at
                    June
                      30,  % to Total                           Ba or
(in millions)        2008  Investments  Aaa     Aa     A   Baa  lower
                    ------ ----------- ------ ------ ----- ---- ------
Mortgage-backed
 securities
U.S. Agency         $4,160        3.7% 100.0%    --    --   --     --
Prime                  976        0.9   84.8   15.2%   --   --     --
Alt-A                  948        0.8   95.3    3.7   0.4%  --    0.6
Other                    5         --     --  100.0    --   --     --
                    ------ -----------
    Total Mortgage-
     backed
     securities     $6,089        5.4%
                    ====== ===========

Commercial
 mortgage-backed
 securities         $5,660        5.0%  81.2   13.2   4.0  1.4%   0.2
CRE CDO                376        0.3   38.3   28.4  24.5  8.8     --
                    ------ -----------
    Total
     Commercial
     mortgage-
     backed
     securities     $6,036        5.3%
                    ====== ===========

Asset-backed
 securities
  ABS RMBS          $2,974        2.6%  52.1   27.6  10.3  6.4    3.6%
  ABS CDO               14         --     --     --    --   --  100.0
                    ------ -----------
  Total asset-
   backed
   securities
   collateralized
   by sub-prime
   residential
   mortgage loans    2,988        2.6

Other
 collateralized
 debt obligations    1,652        1.5   35.2   26.4  27.4  8.3    2.7
Other asset-backed
 securities          1,486        1.3   47.3   16.7  23.5  8.9    3.6
                    ------ -----------
    Total Asset-
     backed
     securities     $6,126        5.4%
                    ====== ===========
*T

   The cash flows of the underlying mortgages or collateral for MBS,
CRE CDO and ABS are generally applied in a pre-determined order and
are designed so that each security issued qualifies for a specific
original rating. The security issue is typically referred to as the
"class". For example, the "senior" portion or "top" of the capital
structure which would originally qualify for a rating of AAA is
referred to as the "AAA class" and typically has priority in receiving
the principal repayments on the underlying mortgages. In addition, the
portion of the capital structure originally rated AAA may be further
divided into multiple sub-classes, "super senior", "senior", "senior
support" for Prime and Alt-A MBS issues, and "first", "second",
"third" for ABS RMBS issues where the principal repayments are
typically paid sequentially (i.e., all of the underlying mortgage
principal repayments are received by the first originally rated AAA
class in the structure until it is paid in full, then all of the
underlying mortgage principal repayments are received by the second
originally rated AAA class in the structure until it is paid in full).
Although securities within the various AAA classes are paid
sequentially, they typically share any losses on a pro-rata basis
after losses are absorbed by classes with lower original ratings or
what may be referred to as more "junior" or "subordinate" securities
in the capital structure. The underlying mortgages have fixed interest
rates, variable interest rates (such as adjustable rate mortgages
("ARM")) or are hybrid meaning that they contain features of both
fixed and variable rate mortgages.

   Prime are collateralized by residential mortgage loans issued to
prime borrowers. Prime primarily comprise fixed rate, seasoned
mortgages, originally in the AAA class of the capital structure.
Changes during the second quarter of 2008 in Prime and characteristics
of the portfolio:

   --  $564 million or 58.0% were issued during 2005, 2006 and 2007.

   --  We collected $33 million of principal repayments consistent
        with the expected cash flows.

   --  We sold $154 million upon which we recognized a loss of $3
        million.

   --  $15 million of change in intent write-downs were recorded.

   --  Fair value represents 94.1% of the amortized cost of these
        securities.

   --  Fixed rate mortgages comprise 73% of our Prime holdings and
        85% of our Prime holdings are in the AAA class.

   --  The following table shows our portfolio by vintage, based upon
        our participation in the capital structure.

-0-
*T
($ in millions)             Vintage Year
                    -----------------------------
Capital structure                     Pre-  Fair  Amortized Unrealized
 classification      2007  2006  2005  2005 Value  Cost (1)  Gain/Loss
                    ----- ----- ----- ----- ----- --------- ----------

AAA - Fixed rate
Super Senior        $  -- $  58 $  -- $  48 $ 106 $     109 $      (3)
Senior                 37    60   121   240   458       487       (29)
                    ----- ----- ----- ----- ----- --------- ----------
                       37   118   121   288   564       596       (32)
                    ----- ----- ----- ----- ----- --------- ----------
AAA - Hybrid
Super Senior           17     5    76    12   110       122       (12)
Senior                 20    --    17   105   142       149        (7)
Senior Support         --    --    12    --    12        16        (4)
                    ----- ----- ----- ----- ----- --------- ----------
                       37     5   105   117   264       287       (23)
                    ----- ----- ----- ----- ----- --------- ----------
AA - Fixed rate
Super Senior           --    --    --     7     7         8        (1)
Senior                141    --    --    --   141       146        (5)
                    ----- ----- ----- ----- ----- --------- ----------
                      141    --    --     7   148       154        (6)
                    ----- ----- ----- ----- ----- --------- ----------
    Total           $ 215 $ 123 $ 226 $ 412 $ 976 $   1,037 $     (61)
                    ===== ===== ===== ===== ===== ========= ==========

(1) Amortized cost includes other-than temporary impairment charges,
 as applicable.
*T

   Alt-A can be issued by trusts backed by pools of residential
mortgages with either fixed or variable interest rates. The mortgage
pools can include residential mortgage loans issued to borrowers with
stronger credit profiles than sub-prime borrowers, but who do not
qualify for prime financing terms due to high loan-to-value ratios or
limited supporting documentation. Changes during the second quarter of
2008 in our Alt-A holdings and characteristics of the portfolio:

   --  $733 million or 77.3% of the Alt-A holdings were issued during
        2005, 2006 and 2007.

   --  We collected $42 million of principal repayments consistent
        with the expected cash flows.

   --  We sold $43 million upon which we recognized a loss of $15
        million.

   --  $2 million of impairment write-downs were recorded due to
        further expected deterioration in the performance of the
        underlying collateral. In addition, $96 million of change in
        intent write-downs were recorded.

   --  Fair value represents 87.6% of the amortized cost of these
        securities. Alt-A securities with a fair value less than 70%
        of amortized cost totaled $69 million, with unrealized losses
        of $69 million.

   --  The following table shows our portfolio by vintage, based upon
        our participation in the capital structure.

-0-
*T
($ in millions)             Vintage Year
                    -----------------------------
Capital structure                     Pre-  Fair  Amortized Unrealized
 classification      2007  2006  2005  2005 Value  Cost (1)  Gain/Loss
                    ----- ----- ----- ----- ----- --------- ----------

AAA - Fixed rate
Super Senior        $  -- $  48 $  46 $  --  $ 94 $     104 $     (10)
Senior                 34   136   103   159   432       469       (37)
Senior Support         49     7    --    --    56        55         1
                    ----- ----- ----- ----- ----- --------- ----------
                       83   191   149   159   582       628       (46)
                    ----- ----- ----- ----- ----- --------- ----------
AAA - Hybrid
Super Senior           --    28     3    --    31        39        (8)
Senior                 --    --    12    12    24        28        (4)
Senior Support          9     4    19     9    41        54       (13)
                    ----- ----- ----- ----- ----- --------- ----------
                        9    32    34    21    96       121       (25)
                    ----- ----- ----- ----- ----- --------- ----------
AAA - Option
 Adjustable Rate
 Mortgage
Super Senior           21    --    33    --    54        54        --
Senior                 --    --    10    --    10        10        --
Senior Support         47    29     3     9    88       142       (54)
Super Senior - Mid     32    27     6     8    73        79        (6)
                    ----- ----- ----- ----- ----- --------- ----------
                      100    56    52    17   225       285       (60)
                    ----- ----- ----- ----- ----- --------- ----------
AA - Option
 Adjustable Rate
 Mortgage
Senior Support         --     8     5    --    13        13        --
Subordinate            --    --     4    18    22        20         2
                    ----- ----- ----- ----- ----- --------- ----------
                       --     8     9    18    35        33         2
                    ----- ----- ----- ----- ----- --------- ----------
A and lower
Other                  --     9     1    --    10        15        (5)
                    ----- ----- ----- ----- ----- --------- ----------
                       --     9     1    --    10        15        (5)
                    ----- ----- ----- ----- ----- --------- ----------
    Total           $ 192 $ 296 $ 245 $ 215  $948 $   1,082 $    (134)
                    ===== ===== ===== ===== ===== ========= ==========

(1) Amortized cost includes other-than temporary impairment charges,
 as applicable.
*T

   CRE CDO are investments secured primarily by commercial
mortgage-backed securities and other commercial mortgage debt
obligations. These securities are generally less liquid and have a
higher risk profile than other commercial mortgage-backed securities.
Changes during the second quarter of 2008 in our CRE CDO holdings and
characteristics of the portfolio:

   --  $268 million or 71.3% of the CRE CDO holdings were issued
        during 2005, 2006 and 2007.

   --  We collected $2 million of principal repayments consistent
        with the expected cash flows.

   --  We sold $27 million recognizing a loss of $22 million.

   --  $39 million of impairment write-downs were recorded during the
        second quarter of 2008. In addition, $248 million of change in
        intent write-downs were recorded.

   --  As of June 30, 2008, net unrealized gain on CRE CDO totaled $4
        million.

   --  Fair value represents 101.1% of the amortized cost of these
        securities.

   --  The following table shows our portfolio by vintage, based upon
        our participation in the capital structure.

-0-
*T
($ in millions)             Vintage Year
                    -----------------------------
Capital structure/                    Pre-  Fair  Amortized Unrealized
Current rating       2007  2006  2005  2005 Value  Cost (1)  Gain/Loss
                    ----- ----- ----- ----- ----- --------- ----------


AAA                 $  18 $  34 $  42  $ 50  $144 $     143 $        1
AA                      3    69    10    25   107       104          3
A                      18    27    14    33    92        92         --
BBB                     6    19     8    --    33        33         --
                    ----- ----- ----- ----- ----- --------- ----------
    Total           $  45 $ 149 $  74  $108  $376 $     372 $        4
                    ===== ===== ===== ===== ===== ========= ==========
*T

   ABS RMBS includes securities that are collateralized by mortgage
loans issued to borrowers that cannot qualify for Prime or Alt-A
financing terms due in part to weak or limited credit history. Changes
during the second quarter of 2008 in our ABS RMBS holdings and
characteristics of the portfolio:

   --  $2.4 billion or 81.9% were issued during 2005, 2006 and 2007,
        with 59.8% of these securities rated Aaa, 21.0% rated Aa, 7.6%
        rated A and 11.6% rated Baa or lower.

   --  We collected $185 million of principal repayments consistent
        with the expected cash flows.

   --  We sold $40 million upon which we recognized a loss of $3
        million.

   --  $137 million of impairment write-downs were recorded due to
        expected deterioration in the performance of the underlying
        collateral. In addition, $185 million of change in intent
        write-downs were recorded.

   --  As of June 30, 2008, net unrealized losses on ABS RMBS totaled
        $680 million.

   --  Fair value represents 81.4% of the amortized cost of these
        securities. ABS RMBS securities with a fair value less than
        70% of amortized cost totaled $451 million, with unrealized
        losses of $460 million.

   --  The following table presents our non-insured and insured ABS
        RMBS at June 30, 2008 by Moody's equivalent rating.

-0-
*T
($ in millions)                             Fair  Amortized Unrealized
                                           Value   Cost (1) Gain/Loss
                                           ------ --------- ----------
Non-Insured
 Aaa                                       $1,473    $1,549      $(76)
 Aa                                           664       843      (179)
 A                                            185       287      (102)
 Baa                                           65        90       (25)
 Ba or Lower                                   37        43        (6)
                                           ------ --------- ----------
    Total Non-Insured ABS RMBS
                                           $2,424    $2,812     $(388)
                                           ------ --------- ----------

Insured
 Aaa                                          $75      $111      $(36)
 Aa                                           157       206       (49)
 A                                            122       208       (86)
 Baa                                          125       221       (96)
 Ba or Lower                                   71        96       (25)
                                           ------ --------- ----------
    Total Insured ABS RMBS
                                              550       842      (292)
                                           ------ --------- ----------
Total ABS RMBS                             $2,974    $3,654     $(680)
                                           ====== ========= ==========

(1) Amortized cost includes other-than temporary impairment charges,
 as applicable.
*T

   When buying ABS RMBS securities from 2006 and 2007 vintages, we
concentrated our holdings in securities that were senior or at the top
of the structure and that were generally within the first three AAA
sub-classes of the capital structure, as it was expected that, in the
unlikely event of losses in the underlying collateral, these
sub-classes within the AAA class would likely either be paid in full
or receive substantial principal repayments before underlying mortgage
losses would breach that level. However, when the underlying mortgage
product was fixed-rate in nature, which we assessed to have stronger
underwriting origination standards than variable rate collateral, we
invested somewhat lower in the capital structure, such as securities
below the first three AAA sub-classes. The vast majority of our
investment in either of these vintages was concentrated within
originally rated AAA or AA securities.

   The above table includes approximately ($2.3) billion of
non-insured ABS RMBS, representing 86.6% of amortized cost, which are
collateralized primarily by first lien residential mortgage loans. The
following table includes first lien non-insured ABS RMBS by vintage,
the interest rate characteristics of the underlying mortgage product
and our participation in the capital structure, which is supplemental
information to the $2.4 billion of non-insured ABS RMBS provided in
the table above.

-0-
*T
($ in millions)                                     2007
                                      --------------------------------
                                                     Total    Total
Capital structure classification      Variable Fixed  Fair   Amortized
                                        Rate    Rate  Value  Cost (1)
------------------------------------- -------- ----- ------ ----------

First or Second AAA class             $    131 $  42 $  173 $      181
Third AAA class                             17    --     17         17
Fourth AAA class                            --    --     --         --
Last cash flow AAA class                    15    --     15         15
Other AAA (2)                               25   138    163        164
                                      -------- ----- ------ ----------
    Total AAA                              188   180    368        377
AA                                           5    90     95        215
A                                           --     6      6         10
BBB                                         --    --     --         --
                                      -------- ----- ------ ----------
    Total First Lien Non-Insured ABS
     RMBS
                                      $    193 $ 276 $  469 $      602
                                      ======== ===== ====== ==========

($ in millions)                                     2006
                                      --------------------------------
                                                     Total    Total
Capital structure classification      Variable Fixed  Fair   Amortized
                                        Rate    Rate  Value  Cost (1)
------------------------------------- -------- ----- ------ ----------

First or Second AAA class             $    422 $  19 $  441 $      464
Third AAA class                            186    65    251        280
Fourth AAA class                            --    --     --         --
Last cash flow AAA class                    22     7     29         43
Other AAA (2)                                4    88     92         97
                                      -------- ----- ------ ----------
    Total AAA                              634   179    813        884
AA                                           5    18     23         38
A                                           --     5      5          7
BBB                                         --     1      1          2
                                      -------- ----- ------ ----------
    Total First Lien Non-Insured ABS
     RMBS
                                      $    639 $ 203 $  842 $      931
                                      ======== ===== ====== ==========

($ in millions)                                     2005
                                      --------------------------------
                                                     Total    Total
Capital structure classification      Variable Fixed  Fair   Amortized
                                        Rate    Rate  Value  Cost (1)
------------------------------------- -------- ----- ------ ----------

First or Second AAA class             $     31 $   7 $   38 $       39
Third AAA class                             18    43     61         62
Fourth AAA class                            --    --     --         --
Last cash flow AAA class                    28    17     45         45
Other AAA (2)                               56    95    151        155
                                      -------- ----- ------ ----------
    Total AAA                              133   162    295        301
AA                                         190    33    223        279
A                                            2    12     14         22
BBB                                         --    --     --         --
                                      -------- ----- ------ ----------
    Total First Lien Non-Insured ABS
     RMBS
                                      $    325 $ 207 $  532 $      602
                                      ======== ===== ====== ==========
*T

-0-
*T
($ in millions)                                   Pre-2005
                                      --------------------------------
                                                     Total    Total
Capital structure classification      Variable Fixed  Fair   Amortized
                                        Rate    Rate  Value  Cost (1)
                                      -------- ----- ------ ----------

First or Second AAA class             $     -- $  -- $   -- $       --
Third AAA class                              4    --      4          4
Fourth AAA class                            --    --     --         --
Last cash flow AAA class                    15    12     27         27
Other AAA (2)                               --    26     26         29
                                      -------- ----- ------ ----------
    Total AAA                               19    38     57         60
AA                                         259    47    306        339
A                                           83    10     93        122
BBB                                         --    --     --         --
                                      -------- ----- ------ ----------
    Total First Lien Non-Insured ABS
     RMBS
                                      $    361 $  95 $  456 $      521
                                      ======== ===== ====== ==========


($ in millions)                        Total
                          --------------------------------
                                         Total    Total
Capital structure         Variable Fixed  Fair   Amortized  Unrealized
 classification             Rate    Rate  Value  Cost (1)    Gain/Loss
                          -------- ----- ------ ----------  ----------

First or Second AAA class   $  584  $ 68 $  652     $  684 $      (32)
Third AAA class                225   108    333        363        (30)
Fourth AAA class                --    --     --         --          --
Last cash flow AAA class        80    36    116        130        (14)
Other AAA (2)                   85   347    432        445        (13)
                          -------- ----- ------ ----------  ----------
    Total AAA                  974   559  1,533      1,622        (89)
AA                             459   188    647        871       (224)
A                               85    33    118        161        (43)
BBB                             --     1      1          2         (1)
                          -------- ----- ------ ----------  ----------
    Total First Lien Non-
     Insured ABS RMBS
                            $1,518  $781 $2,299     $2,656 $     (357)
                          ======== ===== ====== ==========  ==========


(1) Amortized cost includes other-than temporary impairment charges,
 as applicable.
(2) Includes primarily pass-through securities and "NAS" bonds. NAS
 bonds are typically locked out from receiving principal prepayments
 for a specified period of time after which they receive prepayment
 allocations according to a specified formula.
*T

   We also own approximately $125 million of second lien non-insured
securities, representing 85.9% of amortized cost Approximately $62
million, or 49.6%, of this portfolio are 2006 and 2007 vintage years.

   The following table shows our insured ABS RMBS portfolio at June
30, 2008 by bond insurer and vintage year for first lien and second
lien collateral.

-0-
*T
($ in millions)         Vintage Year            Total
                   ----------------------- ---------------
                                     Pre-  Fair  Amortized  Unrealized
                    2007  2006  2005  2005 Value  Cost (1)  Gain/Loss
                   ----- ----- ----- ----- ----- ---------  ----------
First Lien:
   FGIC            $  21 $  10 $  14   $12  $ 57      $ 80 $      (23)
   AMBAC              --     6    54     4    64        84        (20)
   MBIA               --    --     7    --     7         7          --
   FSA                28    --     6    --    34        34          --
   CIFG               --     6    --    --     6         6          --
                   ----- ----- ----- ----- ----- ---------  ----------
      Total First
       Lien           49    22    81    16   168       211        (43)

Second Lien:
   FGIC                9    88    51    --   148       249       (101)
   AMBAC              11    46     3    24    84       112        (28)
   MBIA               99    12    --     2   113       193        (80)
   FSA                19     9    --    --    28        63        (35)
   XLCA                9    --    --    --     9        14         (5)
                   ----- ----- ----- ----- ----- ---------  ----------
      Total Second
       Lien          147   155    54    26   382       631       (249)
                   ----- ----- ----- ----- ----- ---------  ----------
 Total Insured ABS
  RMBS             $ 196 $ 177 $ 135   $42  $550      $842 $     (292)
                   ===== ===== ===== ===== ===== =========  ==========

(1) Amortized cost includes other-than temporary
 impairment charges, as applicable.
*T

   ABS CDO are securities collateralized by a variety of residential
mortgage-backed securities and other securities, which may include
sub-prime RMBS. Changes during the second quarter of 2008 in our ABS
CDO holdings and characteristics of this portfolio:

   --  $3 million of impairment write-downs were recorded due to
        expected deterioration in the performance of the underlying
        collateral.

   --  As of June 30, 2008, unrealized gains on ABS CDO totaled $2
        million.

   --  Fair value represents 116.7% of the amortized cost of these
        securities.

   Other CDO

   Other CDO totaled $1.7 billion and 97.3% are rated investment
grade at June 30, 2008. Other CDO consist primarily of obligations
secured by high yield and investment grade corporate credits including
$1.0 billion of collateralized loan obligations; $193 million of
synthetic CDOs; $158 million of primarily bank trust preferred CDOs;
$108 million of market value CDOs; $44 million of CDOs that invest in
other CDOs ("CDO squared"); and $30 million of collateralized bond
obligations. As of June 30, 2008, net unrealized losses on the other
CDO was $574 million. Other CDO with a fair value less than 70% of
amortized cost totaled $390 million, or 24.2% of the total Other CDO
at June 30, 2008, with unrealized losses of $335 million.

   Insured Municipal

   Approximately $12.6 billion or 51.7% of our municipal bond
portfolio is insured by bond insurers. Our practices for acquiring and
monitoring municipal bonds primarily are based on the quality of the
underlying security. As of June 30, 2008, we believe the valuations
already reflected a decline in the value of the insurance, and further
such declines if any, are not expected to be material. While the
valuation of these holdings may be temporarily impacted by negative
and rapidly changing market developments, we continue to have the
intent and ability to hold the bonds and expect to receive all of the
contractual cash flows. As of June 30, 2008, 32.8% of our insured
municipal bond portfolio was insured by MBIA, Inc. ("MBIA"), 25.2% by
Ambac Financial Group, Inc. ("AMBAC"), 18.7% by Financial Security
Assurance Inc. ("FSA") and 18.1% by Financial Guarantee Insurance
Company ("FGIC"). In addition, we hold securities totaling $17 million
that were directly issued by these bond insurers.

   Direct Exposure to Fannie Mae and Freddie Mac at June 30, 2008

-0-
*T
($ in millions)                           Fannie Mae Freddie Mac Total
                                          ---------- ----------- -----
Fixed Income Securities:
Fair Value                               $      425 $       180 $ 605
Net Unrealized Capital Gains (Losses)            15          (4)   11

Equity Securities:
Fair Value                               $       77 $        51 $ 128
Net Unrealized Capital Gains (Losses)            (7)         (6)  (13)
*T

   Auction Rate Securities

   Included in our municipal bond portfolio at June 30, 2008 are $2.0
billion of auction rate securities ("ARS") that have long-term stated
maturities, with the interest rate reset based on auctions every 7, 28
or 35 days depending on the specific security. This is compared to a
balance of ARS at March 31, 2008 of $2.2 billion, with the decline
representing primarily redemptions during the second quarter of 2008.
Our holdings primarily have a Moody's equivalent rating of Aaa. During
the second quarter of 2008, all of our ARS holdings experienced failed
auctions and we received the failed auction rate or, for those which
contain maximum reset rate formulas, we received the contractual
maximum rate. We anticipate that failed auctions may persist and most
of our holdings will continue to pay the failed auction rate or, for
those that contain maximum rate reset formulas, the maximum rate.

   Due to a further deterioration in liquidity for the segment of the
ARS market backed by student loans, certain market observable data
utilized for valuation purposes became unavailable during the second
quarter of 2008. As a result, as of June 30, 2008, $1.9 billion or
95.5% of our total ARS holdings were valued using a discounted cash
flow model; a valuation method that is widely accepted in the
financial services industry. Certain inputs to the valuation model
that are significant to the overall valuation and not market
observable included: estimates of future coupon rates if auction
failures continue, maturity assumptions, and illiquidity premium. As a
result of the reliance on certain non-market observable inputs, the
portion of the ARS portfolio backed by student loans are classified as
a Level 3 measurement under Statement of Financial Accounting
Standards No. 157, "Fair Value Measurements" for the period ended June
30, 2008. These same securities were classified as Level 2
measurements for the period ended March 31, 2008. Our ARS holdings
that are not backed by student loans have a fair value equal to their
corresponding par value based on market observable inputs and,
therefore, continue to have a Level 2 classification.

-0-
*T
                                        Fair Value
($ in millions)                    June 30, 2008 (est.) % to total ARS
                                   -------------------- --------------
Valued at par (Level 2)           $                  89      4.4%
Valued using a cash flow model
 (Level 3)(1)                                     1,921      95.6
                                   -------------------- --------------
Total ARS                         $               2,010     100.0%
                                   ==================== ==============

(1) Level 3 ARS have an amortized cost of $2.0 billion; fair value
 represents 97.0% of amortized cost.
*T

   Limited partnership interests

   Limited partnership interests consists of investments in private
equity/debt funds, real estate funds and hedge funds. The overall
limited partnership interests portfolio is well diversified across a
number of metrics including fund sponsors, vintage years, strategies,
geography (including international), and company/property types.
Descriptions of holdings at June 30, 2008 follow.

   --  Private equity/debt funds - Approximately 43% or $1.2 billion
        of the limited partnership interests comprised private
        equity/debt funds diversified across the following fund types:
        buyout, mezzanine, distressed security, and secondary
        offerings. Private/equity debt funds were spread across 75
        sponsors and 106 individual funds. The largest exposure to any
        single private equity/debt fund was $39 million.

   --  Real estate funds - Approximately 30% or $878 million of the
        limited partnership interests comprised real estate funds
        diversified across a variety of strategies including
        opportunistic, value-add platforms, distressed property, and
        property/market specific. Real estate funds were spread across
        34 sponsors and 79 individual funds. The largest exposure to
        any single real estate fund was $44 million.

   --  Hedge funds - Approximately 27% or $779 million of the limited
        partnership interests comprised hedge funds with the majority
        invested with fund of funds advisors. Hedge funds were spread
        across 9 sponsors and 160 individual funds. The largest
        exposure to any single hedge fund was $26 million.

   The Company's aggregate limited partnership exposure represented
2.5% and 2.1% of total invested assets as of June 30, 2008 and
December 31, 2007, respectively. Income from limited partnership
interest was $30 million for the second quarter of 2008 versus $86
million for the same quarter period in 2007. The decline being
primarily related to reduced income from both real estate funds and
hedge funds as capital market deleveraging has slowed the pace at
which portfolio holdings are being sold.

   Realized Capital Gains and Losses Analysis

   The net realized capital losses in the quarter were the result of
$250 million in impairment write-downs and $1.1 billion in net
realized capital losses from dispositions, nearly all from changes in
intent write-downs, partially offset by $123 million of net realized
capital gains related to the settlement and valuation of derivatives.
Income recognition is discontinued on impairment write-downs until
such time as we recover our cost. Income recognition continues on
securities with change in intent write-downs, and any discount is
accreted back to par over the expected life of the security.

   Impairment write-downs comprised $205 million from fixed income
securities, $37 million from equity securities, $7 million from
limited partnership interests and $1 million from other investments.
The fixed income securities write-downs were primarily related to
residential mortgages and other structured securities. $198 million,
or 96.6%, of the fixed income security write-downs relate to impaired
securities that were performing in line with anticipated or
contractual cash flows, but which were written down primarily because
of further expected deterioration in the performance of the underlying
collateral. For these securities, there have been no defaults or
defaults that have occurred in classes lower in the capital structure.
$7 million of the fixed income security write-downs are primarily
related to securities experiencing a significant departure from
anticipated residual cash flows, however, we believe they retain
economic value. Notwithstanding our intent and ability to hold such
securities indefinitely, we concluded that we could not reasonably
assert that the recovery period would be temporary.

   Impairment write-downs and cash received on these investments for
the three months ended June 30, 2008 were as follows:

-0-
*T
                                                  Cash received in the
                                                  three months ended
                              Impairment at June     June 30, 3008
($ in millions)                 30, 2008 (est.)          (est.)
                              ------------------  --------------------
Performing in accordance
 with anticipated or
 contractual cash flows
   Alt-A                     $               (2) $                  --
   ABS RMBS                                (133)                     6
   ABS CDO                                   (3)                    --
   CMBS/CRE CDO                             (39)                     2
   Corporate - Bond insurer                 (17)                    --
   Other                                     (4)                     1
                              ------------------  --------------------
     Subtotal                              (198)                     9

Departure from anticipated
 or contractual cash flows
   ABS RMBS                                  (4)                     1
   Corporate - Food
    manufacturer                             (3)                    --
                              ------------------  --------------------
     Subtotal                                (7)                     1
                              ------------------  --------------------
Total fixed income
 securities                  $             (205) $                  10
                              ==================  ====================
Total equity securities      $              (37) $                  66
                              ==================  ====================
Total limited partnership
 interests                   $               (7) $                  --
                              ==================  ====================
Total other investments      $               (1) $                  --
                              ==================  ====================


*T

   Dispositions comprised net realized losses on fixed income of $932
million, equity of $114 million, mortgage loans of $38 million and
other investments of $7 million, partly offset by net realized gains
on derivatives of $2 million and limited partnerships of $1 million.
Further details of dispositions for the three months ended June 30,
2008 (est.) were as follows:

-0-
*T
                                                               Net
                                                              realized
                                             SFAS 157 Fair    capital
          Criteria           Security Type     Level   Value    loss
                                             -------- ------ ---------
Risk Mitigation
Targeted reductions in      CRE CDO                 3   $376    $(248)
 commercial real estate
 exposure where it is       CMBS                    2    235      (95)
 anticipated that future                            3     32      (32)
 downside risk remains.
 Considerations included    Mortgage loans          3    281      (33)
 position held in the
 capital structure, vintage
 year, illiquidity and
 deteriorating fundamentals.

Targeted reductions in      Prime                   2    165      (15)
 residential real estate
 where management believes  Alt-A                   3    321      (96)
 there is a risk of future
 material declines in price ABS RMBS                3    824     (185)
 in the event of continued
 deterioration in the
 economy. Considerations
 included position held in
 the capital structure,
 projected performance of
 the collateral, and
 expected internal rates of
 return.

Targeted reductions in      Financial Sector        1      2        --
 financial sector exposure                          2    862     (131)
 included securities issued                         3     12        --
 by certain regional banks
 and certain large financial
 institutions.

                            Other                   2    175      (20)
                                                    3     25       (2)
                                                      ------ ---------
Total Risk Mitigation                                 $3,310     (857)
Individual Identification                              2,449     (158)
EAA                                                    2,387      (71)
Other                                                     50        --
                                                      ------ ---------
Total change in intent write-downs                    $8,196   (1,086)
                                                      ======
Sales                                                              (2)
                                                             ---------
Total Dispositions, change in intent write-downs              $(1,088)
                                                             =========
*T

   Net realized capital gains on the valuation and settlement of
derivative instruments totaled $123 million for the second quarter of
2008, primarily comprised $114 million for risk reduction programs.
Gains from the risk reduction programs, primarily in our duration
management programs, were related to changing interest rates and
credit spreads as rates declined during the period.

   The table below presents the realized capital gains and losses
(pre-tax) on the valuation and settlement of derivative instruments
shown by underlying exposure and derivative strategy for the three
months ended June 30, 2008.

-0-
*T
($ in millions)                                       Second Quarter
                                                            2008
                                 2008           2007    Explanations
----------------- ----------------------------- ----- ----------------
                   Valuation  Settlements Total Total
                  ---------- ------------ ----- -----
Risk reduction
-----------------
Property-                                             Net short
 Liability                                             interest rate
 Portfolio                                             derivatives are
  duration        $        - $         51 $  51 $  19  used to offset
  management                                           the effects of
                                                       changing
                                                       interest rates
                                                       on a portion of
                                                       Property-
                                                       Liability fixed
                                                       income
                                                       portfolio which
                                                       are reported in
                                                       unrealized net
                                                       capital gains
                                                       in OCI. The
                                                       contracts are
                                                       daily cash
                                                       settled and can
                                                       be exited any
                                                       time for
                                                       minimal
                                                       additional
                                                       cost. The
                                                       second quarter
                                                       2008 gain
                                                       resulted from
                                                       increasing
                                                       interest rates.
                                                       Unrealized
                                                       losses on the
                                                       fixed income
                                                       portfolio
                                                       caused by the
                                                       increasing
                                                       interest rates
                                                       partially
                                                       offset these
                                                       amounts.

 Interest rate             8            -     8     - Interest rate
  spike exposure                                       swaptions
                                                       contracts
                                                       acquired in the
                                                       second half of
                                                       2007 with
                                                       approximately
                                                       one-year terms
                                                       that provide an
                                                       offset to
                                                       declining fixed
                                                       income market
                                                       values
                                                       resulting from
                                                       potential
                                                       rising interest
                                                       rates. The
                                                       contracts
                                                       protect $21.5
                                                       billion of
                                                       notional
                                                       principal by
                                                       limiting the
                                                       decline in
                                                       value to $1.5
                                                       billion for an
                                                       increase in
                                                       risk-free rates
                                                       greater than
                                                       approximately
                                                       150 basis
                                                       points above
                                                       those in effect
                                                       at inception of
                                                       the contracts.
                                                       The second
                                                       quarter 2008
                                                       gain resulted
                                                       from increasing
                                                       interest rates.
                                                       If interest
                                                       rates do not
                                                       increase above
                                                       the strike
                                                       rate, the
                                                       maximum
                                                       remaining
                                                       potential loss
                                                       in 2008 is
                                                       limited to the
                                                       remaining
                                                       unrecognized
                                                       cost of $15
                                                       million at June
                                                       30, 2008.

 Hedging                 (2)           25    23     7 Short S&P
  unrealized                                           futures were
  gains on equity                                      primarily used
  securities                                           to protect
                                                       unrealized
                                                       gains on our
                                                       equity
                                                       securities
                                                       portfolio
                                                       reported in
                                                       unrealized net
                                                       capital gains
                                                       in accumulated
                                                       OCI. The
                                                       results offset
                                                       the decline in
                                                       our unrealized
                                                       gains on equity
                                                       securities as
                                                       equity markets
                                                       declined in the
                                                       second quarter.

 Foreign currency          4            1     5     -
  contracts

Allstate
 Financial
 Duration gap             17            9    26    36 Interest rate
  management                                           caps, floors
                                                       and swaps are
                                                       used by
                                                       Allstate
                                                       Financial to
                                                       align interest-
                                                       rate
                                                       sensitivities
                                                       of its assets
                                                       and
                                                       liabilities.
                                                       The contracts
                                                       settle based on
                                                       differences
                                                       between current
                                                       market rates
                                                       and a
                                                       contractually
                                                       specified fixed
                                                       rate through
                                                       expiration. The
                                                       change in
                                                       valuation
                                                       reflects the
                                                       changing value
                                                       of expected
                                                       future
                                                       settlements,
                                                       which may vary
                                                       over the period
                                                       of the
                                                       contracts. The
                                                       gain should be
                                                       offset in
                                                       unrealized loss
                                                       in OCI. The
                                                       second quarter
                                                       2008 gain
                                                       resulted from
                                                       increasing
                                                       interest rates.

 Anticipatory              -         (14)  (14)    10 Futures are used
  hedging                                              to protect
                                                       investment
                                                       spread from
                                                       interest rate
                                                       changes during
                                                       mismatches in
                                                       the timing of
                                                       cash flows
                                                       between product
                                                       sales and the
                                                       related
                                                       investment
                                                       activity. The
                                                       contracts are
                                                       cash settled
                                                       daily and can
                                                       be exited at
                                                       any time for a
                                                       minimal
                                                       additional
                                                       cost. If the
                                                       cash flow
                                                       mismatches are
                                                       such that a
                                                       positive net
                                                       investment
                                                       position is
                                                       being hedged,
                                                       there is an
                                                       offset for the
                                                       related
                                                       investments
                                                       unrealized gain
                                                       or loss in OCI.
                                                       Second quarter
                                                       2008 amounts
                                                       reflect
                                                       increases in
                                                       risk-free
                                                       interest rates
                                                       on a net long
                                                       position as
                                                       liability
                                                       issuances
                                                       exceeded asset
                                                       acquisitions.

 Hedging of                4            3     7    13 Interest rate
  interest rate                                        caps used to
  exposure in                                          hedge the
  annuity                                              effect of
  contracts                                            changing
                                                       crediting rates
                                                       that are
                                                       indexed to
                                                       changes in
                                                       treasury rates
                                                       on certain
                                                       annuity
                                                       contracts. The
                                                       change in
                                                       valuation
                                                       reflects the
                                                       changing value
                                                       of expected
                                                       future
                                                       settlements
                                                       including the
                                                       underlying cost
                                                       to hedge the
                                                       treasury-rate
                                                       index feature.
                                                       The offset to
                                                       the product
                                                       hedging cost is
                                                       reflected in
                                                       the base
                                                       crediting rates
                                                       on the
                                                       underlying
                                                       annuity
                                                       policies, which
                                                       is reported in
                                                       credited
                                                       interest. The
                                                       value of
                                                       expected future
                                                       settlements and
                                                       the associated
                                                       value of future
                                                       credited
                                                       interest, which
                                                       is reportable
                                                       in future
                                                       periods when
                                                       incurred,
                                                       increased due
                                                       to rising
                                                       interest rates.

 Hedging                   -            2     2     -
  unrealized
  gains on equity
  indexed notes


 Hedge                     5            -     5    10 The hedge
  ineffectiveness                                      ineffectiveness
                                                       of $5 million
                                                       includes $150
                                                       million in
                                                       realized
                                                       capital gains
                                                       on swaps that
                                                       were offset by
                                                       $145 million in
                                                       realized
                                                       capital losses
                                                       on the hedged
                                                       risk.

 Other                     3          (2)     1     4
                   ---------  -----------  ----  ----
   Total Risk
    reduction     $       39 $         75 $ 114 $  99

Income generation
-----------------
 Asset                                                Credit default
  replication -                                        swaps are used
  credit exposure                                      to replicate
                                                       fixed income
   Property-                                           securities and
    Liability     $        2 $          6 $   8 $ (1)  to complement
   Allstate                                            the cash market
    Financial            (3)            2   (1)     -  when credit
                   ---------  -----------  ----  ----  exposure to
     Total               (1)            8     7   (1)  certain issuers
                                                       is not
                                                       available or
                                                       when the
                                                       derivative
                                                       alternative is
                                                       less expensive
                                                       than the cash
                                                       market
                                                       alternative.
                                                       The credit
                                                       default swaps
                                                       typically have
                                                       five-year terms
                                                       for which we
                                                       receive
                                                       periodic
                                                       premiums
                                                       through
                                                       expiration.
                                                       Valuation gains
                                                       and losses will
                                                       reverse if
                                                       allowed to
                                                       expire. The
                                                       changes in
                                                       valuation are
                                                       due to
                                                       narrowing
                                                       credit spreads,
                                                       and would only
                                                       be converted to
                                                       cash upon
                                                       disposition or
                                                       a default on an
                                                       underlying
                                                       credit
                                                       obligation.
 Asset
  replication -
  equity exposure
   Property-
    Liability              -            -     -    12
*T

-0-
*T
($ in                                 Second Quarter 2008 Explanations
 millions)          2008         2007
-------------------------------- -------------------------------------
            Valua- Settle-
             tion   ments  Total Total
            ------ ------- ----- -----
 Commodity
  deriva-
tives -
 Property-
 Liability
                 -       -     -     2
            ------ ------- ----- -----

            ------ ------- ----- -----
   Total
    Income
    gener-
   ation      $(1)      $8    $7   $13
            ------ ------- ----- -----

Accounting
------------
  Equity                              Equity indexed notes are fixed
   indexed                             income securities that contain
   notes -   $(19)      $- $(19)   $62 embedded equity options. The
   Allstate                            changes in valuation of the
   Financial                           embedded equity indexed call
                                       options are reported in
                                       realized capital gains and
                                       losses. The results generally
                                       track the performance of
                                       underlying equity indices.
                                       Valuation gains and losses are
                                       converted into cash upon sale
                                       or maturity. In the event the
                                       economic value of the options
                                       is not realized, we will
                                       recover the par value if held
                                       to maturity. Fair value
                                       exceeded par value by $28
                                       million at June 30, 2008. The
                                       following table compares the
                                       June 30, 2008 holdings and
                                       March 31, 2008 holdings.
                                      ($ in   June
                                       mill-   30,         March 31,
                                      ions)    2008 Change    2008
                                              ------------------------
                                      Par
                                       value    $800    $-        $800
                                              ========================
                                      Amor-
                                      tized
                                       cost of
                                       host
                                       con-
                                      tract     $507    $7        $500
                                      Fair
                                       value
                                       of
                                       equity
                                       indexed
                                       call
                                       option    317  (19)         336
                                              ------------------------
                                        Total
                                         amor-
                                        tized
                                         cost   $824 $(12)        $836
                                              ========================
                                      Total
                                       Fair
                                       value    $828 $(37)        $865
                                              ========================
                                      Unreal-
                                      ized
                                       gain /
                                       loss       $4 $(25)         $29

Conversion
 options in
 fixed
 income
 securities
 Property-
  Liability     18       -    18    46
 Allstate                             Convertible bonds are fixed
  Financial      3       -     3    26 income securities that contain
                                       embedded options. Changes in
                                       valuation of the embedded
                                       option are reported in realized
                                       capital gains and losses. The
                                       results generally track the
                                       performance of underlying
                                       equity indices. Valuation gains
                                       and losses are converted into
                                       cash upon our election to sell
                                       these securities. In the event
                                       the economic value of the
                                       options is not realized, we
                                       will recover the par value if
                                       held to maturity. Fair value
                                       exceeded par value by $46
                                       million at June 30, 2008. The
                                       following table compares the
                                       June 30, 2008 holdings and
                                       March 31, 2008 holdings.
            ------ ------- ----- -----
                                       ($ in              Change
                                        mill-              due
   Total        21       -    21    72 ions)                to
                                                    Change Net
                                              June    in   Sale March
                                               30,   Fair  Acti- 31,
                                               2008  Value vity  2008
                                              ------------------------
                                      Par
                                       value  $1,162    $- $(69)$1,231
                                              ========================
                                      Amor-
                                      tized
                                       cost of
                                       host
                                       con-
                                      tract     $818    $4 $(42)  $856

                                      Fair
                                       value
                                       of
                                       conver-
                                      sion
                                       option    379    21 $(13)   371
                                              ------------------------
                                        Total
                                         amor-
                                        tized
                                         cost $1,197   $25 $(55)$1,227
                                              ========================
                                      Total
                                       Fair
                                       value  $1,208    $5 $(47)$1,250
                                              ========================
                                      Unreal-
                                      ized
                                       gain /
                                       loss      $11 $(20)    $8   $23
            ------ ------- ----- -----
Total
 Accounting     $2      $-    $2  $134

            ------ ------- ----- -----
   Total       $40     $83  $123  $246
            ====== ======= ===== =====
*T

   The breakout by operating segment for realized capital gains and
losses from derivatives for the three months and six months ended June
30, 2008 and 2007, respectively, were as follows:

-0-
*T
                                  Three months ended  Six months ended
                                       June 30,           June 30,
                                  ------------------  ----------------
($ in millions)                      Est.               Est.
                                     2008      2007     2008     2007
                                  ----------  ------  --------  ------
Property-Liability               $       113 $    89 $    (30) $   126
Allstate Financial                        10     157     (147)     146
Corporate and Other                       --      --       --       --
                                  ----------  ------  --------  ------
      Total                      $       123 $   246 $   (177) $   272
                                  ==========  ======  ========  ======
*T

   SFAS 157 Level 3

   SFAS 157 Level 3 reflects financial assets and financial
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. These inputs may reflect our estimates
of the assumptions that market participants would use in valuing the
financial assets and financial liabilities.

   The balance of our SFAS Level 3 investments at June 30, 2008 are
reflected in the following table. This information on Level 3
investments and related fair values, unrealized gains (losses) and
second quarter 2008 change in intent write-downs is supplemental as
these details have been reported in previous analysis.

-0-
*T
($ in millions)                                               Second
                                                              quarter
                                                              change
                                                   Net          in
                                         Est.    unrealized   intent
                                        Fair       gains       write-
                                         value    (losses)     downs
                                        ------  -----------  ---------
Fixed income securities:
  Corporate                            $   610 $         3  $      --
  Corporate Privately Placed            11,413         (32)        (3)
  Municipal                                968         (12)        --
  Municipal - Auction rate securities    1,921         (59)        --
  ABS RMBS                               2,974        (680)      (185)
  Alt-A                                    948        (134)       (96)
  Other CDO                              1,652        (574)        --
  ABS CDO                                   14           2         --
  CRE CDO                                  376           4       (248)
  CMBS                                     208         (36)       (32)
  Preferred Stock                            1          --         --
  MBS                                       26          (2)        --
  Foreign Government                         5          --         --
  ABS - Credit card and auto loans         298         (16)        --
  Other ABS                                873         (82)        --
                                        ------  -----------  ---------
    Total fixed income securities       22,287      (1,618)      (564)
                                        ------  -----------  ---------
Equity securities:
  U.S. Equities                             40           2         --
  International Equities                    26          --         --
  Other                                      9           1         --
Other investments:
  Free Standing Derivatives                 59          --         --
    Sub-total Level 3 recurring         22,421      (1,615)      (564)
                                                -----------  ---------
Non-recurring basis                        282          --        (34)
                                        ------  -----------  ---------
Total Level 3 Investments              $22,703 $    (1,615) $    (598)
                                        ======  ===========  =========
*T

   Non-recurring investments include mortgage loans, limited
partnership interests and other investments at fair value due to our
change in intent at June 30, 2008.

   Transfers into and out of SFAS 157 Level 3 during the second
quarter are attributable to a change in the availability of market
observable information for individual securities within the respective
categories, including ARS. For more information on our ARS and their
SFAS 157 Level classification, see the ARS section.

   Definitions of GAAP Operating Ratios and Impacts of Specific Items
on the GAAP Operating Ratios

   Claims and claims expense ("loss") ratio is the ratio of claims
and claims expense to premiums earned. Loss ratios include the impact
of catastrophe losses.

   Expense ratio is the ratio of amortization of DAC, operating costs
and expenses and restructuring and related charges to premiums earned.

   Combined ratio is the ratio of claims and claims expense,
amortization of DAC, operating costs and expenses and restructuring
and related charges to premiums earned. The combined ratio is the sum
of the loss ratio and the expense ratio. The difference between 100%
and the combined ratio represents underwriting income (loss) as a
percentage of premiums earned.

   Effect of Discontinued Lines and Coverages on combined ratio is
the ratio of claims and claims expense and other costs and expenses in
the Discontinued Lines and Coverages segment to Property-Liability
premiums earned. The sum of the effect of Discontinued Lines and
Coverages on the combined ratio and the Allstate Protection combined
ratio is equal to the Property-Liability combined ratio.

   Effect of catastrophe losses on combined ratio is the percentage
of catastrophe losses included in claims and claims expenses to
premiums earned. This ratio includes prior year reserve reestimates.

   Effect of prior year reserve reestimates on combined ratio is the
percentage of prior year reserve reestimates included in claims and
claims expense to premiums earned. This ratio includes prior year
reserve reestimates of catastrophe losses.

   Effect of restructuring and related charges on combined ratio is
the percentage of restructuring and related charges to premiums
earned.

   Definitions of Non-GAAP and Operating Measures

   We believe that investors' understanding of Allstate's performance
is enhanced by our disclosure of the following non-GAAP financial
measures. Our methods of calculating these measures may differ from
those used by other companies and therefore comparability may be
limited.

   Operating income is net income, excluding:

   --  realized capital gains and losses, after-tax, except for
        periodic settlements and accruals on non-hedge derivative
        instruments, which are reported with realized capital gains
        and losses but included in operating income,

   --  amortization of DAC and DSI, to the extent they resulted from
        the recognition of certain realized capital gains and losses,

   --  gain (loss) on disposition of operations, after-tax, and

   --  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.

   Net income is the GAAP measure that is most directly comparable to
operating income.

   We use operating income as an important measure to evaluate our
results of operations. We believe that the measure provides investors
with a valuable measure of the Company's ongoing performance because
it reveals trends in our insurance and financial services business
that may be obscured by the net effect of realized capital gains and
losses, gain (loss) on disposition of operations and adjustments for
other significant non-recurring, infrequent or unusual items. Realized
capital gains and losses and gain (loss) on disposition of operations
may vary significantly between periods and are generally driven by
business decisions and external economic developments such as capital
market conditions, the timing of which is unrelated to the insurance
underwriting process. Consistent with our intent to protect results or
earn additional income, operating income includes periodic settlements
and accruals on certain derivative instruments that are reported in
realized capital gains and losses because they do not qualify for
hedge accounting or are not designated as hedges for accounting
purposes. These instruments are used for economic hedges and to
replicate fixed income securities, and by including them in operating
income, we are appropriately reflecting their trends in our
performance and in a manner consistent with the economically hedged
investments, product attributes (e.g. net investment income and
interest credited to contractholder funds) or replicated investments.
Non-recurring items are excluded because, by their nature, they are
not indicative of our business or economic trends. Accordingly,
operating income excludes the effect of items that tend to be highly
variable from period to period and highlights the results from ongoing
operations and the underlying profitability of our business. A
byproduct of excluding these items to determine operating income is
the transparency and understanding of their significance to net income
variability and profitability while recognizing these or similar items
may recur in subsequent periods. Operating income is used by
management along with the other components of net income to assess our
performance. We use adjusted measures of operating income and
operating income per diluted share in incentive compensation.
Therefore, we believe it is useful for investors to evaluate net
income, operating income and their components separately and in the
aggregate when reviewing and evaluating our performance. We note that
investors, financial analysts, financial and business media
organizations and rating agencies utilize operating income results in
their evaluation of our and our industry's financial performance and
in their investment decisions, recommendations and communications as
it represents a reliable, representative and consistent measurement of
the industry and the Company and management's performance. We note
that the price to earnings multiple commonly used by insurance
investors as a forward-looking valuation technique uses operating
income as the denominator. Operating income should not be considered
as a substitute for net income and does not reflect the overall
profitability of our business.

   The following table reconciles operating income and net income
(loss) for the three months and six months ended June 30, 2008 and
2007.

-0-
*T
 For the three months ended
           June 30,             Property-Liability  Allstate Financial
                                ------------------  ------------------
($ in millions, except per        Est.                 Est.
 share data)                      2008      2007       2008      2007
                                ---------  -------  ----------  ------
Operating income               $      592 $    947 $       118 $   154
Realized capital gains and
 losses                             (238)      437       (965)     104
Income tax benefit (expense)           85    (154)         338    (37)
                                ---------  -------  ----------  ------
Realized capital gains and
 losses, after-tax                  (153)      283       (627)      67
DAC and DSI amortization
 relating to realized capital
 gains and losses, after-tax           --       --         134    (15)
Reclassification of periodic
 settlements and accruals on
 non-hedge derivative
 instruments, after-tax                --       --         (4)     (7)
(Loss) gain on disposition of
 operations, after-tax                 --       --          --       1
                                ---------  -------  ----------  ------
Net income (loss)              $      439 $  1,230 $     (379) $   200
                                =========  =======  ==========  ======

For the three months ended June 30,   Consolidated   Per diluted share
                                     --------------  -----------------
($ in millions, except per share      Est.             Est.
 data)                                2008    2007     2008      2007
                                     -------  -----  ---------  ------
Operating income                    $    683 $1,072 $     1.24 $  1.76
Realized capital gains and losses    (1,215)    545
Income tax benefit (expense)             427  (193)
                                     -------  -----
Realized capital gains and losses,
 after-tax                             (788)    352     (1.42)    0.58
DAC and DSI amortization relating
 to realized capital gains and
 losses, after-tax                       134   (15)       0.24  (0.02)
Reclassification of periodic
 settlements and accruals on non-
 hedge derivative instruments,
 after-tax                               (4)    (7)     (0.01)  (0.02)
(Loss) gain on disposition of
 operations, after-tax                    --      1         --      --
                                     -------  -----  ---------  ------
Net income (loss)                   $     25 $1,403 $     0.05 $  2.30
                                     =======  =====  =========  ======
*T

-0-
*T
For the six months ended June
              30,               Property-Liability  Allstate Financial
                                ------------------  ------------------
($ in millions, except per        Est.                Est.
 share data)                      2008     2007       2008      2007
                                --------  --------  ---------  -------
Operating income               $  1,221  $  2,009  $     261  $   310
Realized capital gains and
 losses                            (432)      881     (1,397)     127
Income tax benefit (expense)        154      (311)       489      (45)
                                --------  --------  ---------  -------
Realized capital gains and
 losses, after-tax                 (278)      570       (908)      82
DAC and DSI amortization
 relating to realized capital
 gains and losses, after-tax         --        --        173      (15)
Reclassification of periodic
 settlements and accruals on
 non-hedge derivative
 instruments, after-tax              (1)       --        (10)     (15)
  (Loss) gain on disposition
   of operations, after-tax          --        --         (6)       2
                                --------  --------  ---------  -------
Net income (loss)              $    942  $  2,579  $    (490) $   364
                                ========  ========  =========  =======

For the six months ended June 30,    Consolidated    Per diluted share
                                    ---------------  -----------------
($ in millions, except per share     Est.              Est.
 data)                               2008    2007      2008     2007
                                    -------  ------  ---------  ------
Operating income                   $ 1,430  $2,269  $    2.57  $ 3.69
Realized capital gains and losses   (1,870)  1,016
Income tax benefit (expense)           657    (359)
                                    -------  ------
Realized capital gains and losses,
 after-tax                          (1,213)    657      (2.18)   1.07
DAC and DSI amortization relating
 to realized capital gains and
 losses, after-tax                     173     (15)      0.31   (0.02)
Reclassification of periodic
 settlements and accruals on non-
 hedge derivative instruments,
 after-tax                             (11)    (15)     (0.02)  (0.03)
  (Loss) gain on disposition of
   operations, after-tax                (6)      2      (0.01)     --
                                    -------  ------  ---------  ------
Net income (loss)                  $   373  $2,898  $    0.67  $ 4.71
                                    =======  ======  =========  ======
*T

   Underwriting income (loss) is calculated as premiums earned, less
claims and claims expense ("losses"), amortization of DAC, operating
costs and expenses and restructuring and related charges as determined
using GAAP. Management uses this measure in its evaluation of the
results of operations to analyze the profitability of our
Property-Liability insurance operations separately from investment
results. It is also an integral component of incentive compensation.
It is useful for investors to evaluate the components of income
separately and in the aggregate when reviewing performance. Net income
is the most directly comparable GAAP measure. Underwriting income
(loss) should not be considered as a substitute for net income and
does not reflect the overall profitability of our business. A
reconciliation of Property-Liability underwriting income (loss) to net
income is provided in the Segment Results table.

   Combined ratio excluding the effect of catastrophes is a non-GAAP
ratio, which is computed as the difference between two GAAP operating
ratios: the combined ratio and the effect of catastrophes on the
combined ratio. The most directly comparable GAAP measure is the
combined ratio. We believe that this ratio is useful to investors and
it is used by management to reveal the trends in our
Property-Liability business that may be obscured by catastrophe
losses. These catastrophe losses cause our loss trends to vary
significantly between periods as a result of their incidence of
occurrence and magnitude and can have a significant impact on the
combined ratio. We believe it is useful for investors to evaluate
these components separately and in the aggregate when reviewing our
underwriting performance. The combined ratio excluding the effect of
catastrophes should not be considered a substitute for the combined
ratio and does not reflect the overall underwriting profitability of
our business. A reconciliation of combined ratio excluding the effect
of catastrophes to combined ratio is provided in the
Property-Liability Highlights section of the Consolidated and Segments
Highlights table.

   Combined ratio excluding the effect of catastrophes and prior year
reserve reestimates ("underlying combined ratio") is a non-GAAP ratio,
which is computed as the difference between three GAAP operating
ratios: the combined ratio, the effect of catastrophes on the combined
ratio and the effect of prior year reserve reestimates on the combined
ratio. The most directly comparable GAAP measure is the combined
ratio. We believe that this ratio is useful to investors and it is
used by management to reveal the trends in our Property-Liability
business that may be obscured by catastrophe losses and prior year
reserve reestimates. These catastrophe losses cause our loss trends to
vary significantly between periods as a result of their incidence of
occurrence and magnitude and can have a significant impact on the
combined ratio. Prior year reserve reestimates are caused by
unexpected loss development on historical reserves. We believe it is
useful for investors to evaluate these components separately and in
the aggregate when reviewing our underwriting performance. We also
provide it to facilitate a comparison to our outlook on the 2008
combined ratio excluding the effect of catastrophe losses and prior
year reserve reestimates. The combined ratio excluding the effect of
catastrophes and prior year reserve reestimates should not be
considered a substitute for the combined ratio and does not reflect
the overall underwriting profitability of our business. A
reconciliation of the combined ratio excluding the effect of
catastrophes and prior year reserve reestimates to combined ratio is
provided in the Property-Liability Highlights section of the
Consolidated and Segments Highlights table.

   In this press release, we provide our outlook on the 2008 combined
ratio excluding the effect of catastrophe losses and prior year
reserve reestimates. A reconciliation of this measure to the combined
ratio is not possible on a forward-looking basis because it is not
possible to provide a reliable forecast of catastrophes. Future prior
year reserve reestimates are expected to be zero because reserves are
determined based on our best estimate of ultimate loss reserves as of
the reporting date.

   Operating income return on equity is a ratio that uses a non-GAAP
measure. It is calculated by dividing the rolling 12-month operating
income by the average of shareholders' equity at the beginning and at
the end of the 12-months, after excluding the effect of unrealized net
capital gains and losses. Return on equity is the most directly
comparable GAAP measure. We use operating income as the numerator for
the same reasons we use operating income, as discussed above. We use
average shareholders' equity excluding the effect of unrealized net
capital gains and losses for the denominator as a representation of
shareholder's equity primarily attributable to the Company's earned
and realized business operations because it eliminates the effect of
items that are unrealized and vary significantly between periods due
to external economic developments such as capital market conditions
like changes in equity prices and interest rates, the amount and
timing of which are unrelated to the insurance underwriting process.
We use it to supplement our evaluation of net income and return on
equity because it excludes the effect of items that tend to be highly
variable from period to period. We believe that this measure is useful
to investors and that it provides a valuable tool for investors when
considered along with net income return on equity because it
eliminates the effect of items that can fluctuate significantly from
period to period and that are driven by economic developments, the
magnitude and timing of which are generally not influenced by
management: the after-tax effects of realized and unrealized net
capital gains and losses, and the cumulative effect of change in
accounting principle. In addition, it eliminates non-recurring items
that are not indicative of our ongoing business or economic trends. A
byproduct of excluding the items noted above to determine operating
income return on equity from return on equity is the transparency and
understanding of their significance to return on equity variability
and profitability while recognizing these or similar items may recur
in subsequent periods. Therefore, we believe it is useful for
investors to have operating income return on equity and return on
equity when evaluating our performance. We note that investors,
financial analysts, financial and business media organizations and
rating agencies utilize operating income return on equity results in
their evaluation of our and our industry's financial performance and
in their investment decisions, recommendations and communications as
it represents a reliable, representative and consistent measurement of
the industry and the Company and management's utilization of capital.
Operating income return on equity should not be considered as a
substitute for return on equity and does not reflect the overall
profitability of our business.

   The following table shows the reconciliation.

-0-
*T
($ in millions)                                         For the twelve
                                                         months ended
                                                           June 30,
                                                        --------------
                                                        Est.
                                                         2008    2007
                                                        ------  ------
Return on equity
Numerator:
   Net income                                          $ 2,111 $ 5,269
                                                        ======  ======
Denominator:
   Beginning shareholders' equity                      $21,560 $20,605
   Ending shareholders' equity                          19,709  21,560
   Average shareholders' equity                        $20,635 $21,083
                                                        ======  ======
Return on equity                                         10.2%   25.0%
                                                        ======  ======
*T

-0-
*T
                                                        For the twelve
                                                         months ended
                                                           June 30,
                                                        --------------
                                                        Est.
                                                         2008    2007
                                                        ------  ------
Operating income return on equity
Numerator:
   Operating income                                    $ 3,024 $ 4,581
                                                        ======  ======

Denominator:
   Beginning shareholders' equity                      $21,560 $20,605
   Unrealized net capital gains                          1,430   1,093
                                                        ------  ------
   Adjusted beginning shareholders' equity              20,130  19,512
   Ending shareholders' equity                          19,709  21,560
   Unrealized net capital gains and losses               (274)   1,430
                                                        ------  ------
   Adjusted ending shareholders' equity                 19,983  20,130
   Average adjusted shareholders' equity               $20,057 $19,821
                                                        ======  ======
Operating income return on equity                        15.1%   23.1%
                                                        ======  ======
*T

   Book value per share, excluding the impact of unrealized net
capital gains and losses on fixed income securities, is a ratio that
uses a non-GAAP measure. It is calculated by dividing shareholders'
equity after excluding the impact of unrealized net capital gains and
losses on fixed income securities and related DAC and life insurance
reserves by total shares outstanding plus dilutive potential shares
outstanding. Book value per share is the most directly comparable GAAP
measure.

   We use the trend in book value per share, excluding unrealized net
capital gains and losses on fixed income securities, in conjunction
with book value per share to identify and analyze the change in net
worth attributable to management efforts between periods. We believe
the non-GAAP ratio is useful to investors because it eliminates the
effect of items that can fluctuate significantly from period to period
and are generally driven by economic developments, primarily capital
market conditions, the magnitude and timing of which are generally not
influenced by management, and we believe it enhances understanding and
comparability of performance by highlighting underlying business
activity and profitability drivers. We note that book value per share,
excluding unrealized net capital gains and losses on fixed income
securities, is a measure commonly used by insurance investors as a
valuation technique. Book value per share, excluding unrealized net
capital gains and losses on fixed income securities, should not be
considered as a substitute for book value per share, and does not
reflect the recorded net worth of our business. The following table
shows the reconciliation.

-0-
*T
                                                            As of
                                                           June 30,
                                                        --------------
                                                         Est.
                                                         2008    2007
                                                        ------  ------
 ($ in millions, except per share data)

Book value per share
Numerator:
  Shareholders' equity                                 $19,709 $21,560
                                                        ======  ======
Denominator:
Shares outstanding and dilutive potential shares
 outstanding                                             548.6   592.4
                                                        ======  ======
Book value per share                                   $ 35.93 $ 36.39
                                                        ======  ======

Book value per share, excluding the impact of
 unrealized net capital gains and losses on fixed
 income securities
Numerator:
  Shareholders' equity                                 $19,709 $21,560
  Unrealized net capital gains and losses on fixed
   income securities                                     (550)     414
                                                        ------  ------
Adjusted shareholders' equity                          $20,259 $21,146
                                                        ======  ======
Denominator:
Shares outstanding and dilutive potential shares
 outstanding                                             548.6   592.4
                                                        ======  ======
Book value per share, excluding the impact of
 unrealized net capital gains and losses on fixed
 income securities                                     $ 36.93 $ 35.70
                                                        ======  ======
*T

   Operating Measures

   We believe that investors' understanding of Allstate's performance
is enhanced by our disclosure of the following operating financial
measures. Our method of calculating these measures may differ from
those used by other companies and therefore comparability may be
limited.

   Premiums written is the amount of premiums charged for policies
issued during a fiscal period. Premiums earned is a GAAP measure.
Premiums are considered earned and are included in financial results
on a pro-rata basis over the policy period. The portion of premiums
written applicable to the unexpired terms of the policies is recorded
as unearned premiums on our Consolidated Statements of Financial
Position. A reconciliation of premiums written to premiums earned is
presented in the following table.

-0-
*T
                                        Three Months     Six Months
                                             Ended           Ended
                                           June 30,        June 30,
                                        --------------  --------------
($ in millions)                          Est.            Est.
                                         2008   2007     2008    2007
                                        ------  ------  ------  ------
Premiums written                       $6,803  $6,939  $13,317 $13,548
(Increase) decrease in Property-
 Liability unearned premiums             (154)   (125)     140      78
Other(1)                                  101       8       57       2
                                        ------  ------  ------  ------
Premiums earned                        $6,750  $6,822  $13,514 $13,628
                                        ======  ======  ======  ======

(1) The three months and six months ended June 30, 2008 includes $49
 million in unearned premiums related to the acquisition of
 Partnership Marketing Group.
*T

   Premiums and deposits is an operating measure that we use to
analyze production trends for Allstate Financial sales. It includes
premiums on insurance policies and annuities and all deposits and
other funds received from customers on deposit-type products including
the net new deposits of Allstate Bank, which we account for under GAAP
as increases to liabilities rather than as revenue.

   The following table illustrates where premiums and deposits are
reflected in the consolidated financial statements.

-0-
*T
                                     Three Months
                                         Ended        Six Months Ended
                                        June 30,          June 30,
                                    ----------------  ----------------
($ in millions)                      Est.              Est.
                                     2008     2007     2008     2007
                                    -------  -------  -------  -------
Total premiums and deposits        $ 4,453  $ 2,887  $ 7,499  $ 5,515
Deposits to contractholder funds    (4,211)  (2,646)  (7,035)  (5,009)
Deposits to separate accounts          (33)     (34)     (66)     (67)
Change in unearned premiums and
 other adjustments                       2        3       11       13
                                    -------  -------  -------  -------
Life and annuity premiums (1)      $   211  $   210  $   409  $   452
                                    =======  =======  =======  =======

(1) Life and annuity contract charges in the amount of est. $260
 million and $244 million for the three months ended June 30, 2008 and
 2007, respectively, and est. $514 million and $485 million for the
 six months ended June 30, 2008 and 2007, respectively, which are also
 revenues recognized for GAAP, have been excluded from the table
 above, but are a component of the Consolidated Statements of
 Operations line item life and annuity premiums and contract charges.
*T

   New sales of financial products by Allstate exclusive agencies is
an operating measure that we use to quantify the current year sales of
financial products by the Allstate Agency proprietary distribution
channel. New sales of financial products by Allstate exclusive
agencies includes sales of Allstate Financial products such as annual
premiums on new life insurance policies, annual premiums on Allstate
Workplace Division products, premiums and deposits on fixed annuities,
net new deposits in the Allstate Bank, sales of Allstate
Financial-issued variable annuities, and sales of products by
non-affiliated issuers such as mutual funds and Prudential-issued
variable annuities. New sales of financial products by Allstate
exclusive agencies exclude renewal premiums on life insurance
policies. New sales of financial products by Allstate exclusive
agencies for the three months and six months ended June 30, 2008 and
2007 are presented in the following table.

-0-
*T
                                  Three Months Ended  Six Months Ended
                                       June 30,           June 30,
                                  ------------------  ----------------
($ in millions)                     Est.               Est.
                                    2008      2007     2008     2007
                                  ---------  -------  -------  -------
Allstate Financial products
 (excluding variable annuities)  $      304 $    253 $    528 $    458
Allstate Financial variable
 annuities                                6        9       11       20
Non-affiliated products                 395      469      759      848
                                  ---------  -------  -------  -------
Total                            $      705 $    731 $  1,298 $  1,326
                                  =========  =======  =======  =======
*T

   Forward-Looking Statements and Risk Factors

   This press release contains forward-looking statements about our
outlook for the combined ratio excluding the effect of catastrophes
and prior year reserve reestimates for 2008; projected impacts of
premium rate reductions in the states of California and Texas on our
premiums written and underwriting income; our expectations for
write-downs in our Prime, Alt-A, CRE CDO, ABS RMBS, ABS CDO and other
CDO securities portfolios; the impact on the value of our portfolios
of a rating downgrade by a bond insurer; our expectation for
anticipated or contractual cash flows in our Prime, Alt-A, ABS RMBS,
ABS CDO, other CDO and corporate securities portfolios; the design,
cost, and expected impact of risk mitigation and return optimization
programs and enterprise-wide asset allocation actions that we are
taking with respect to our investment portfolio; and about the
reversal of unrealized net capital losses on fixed income securities.
These statements are subject to the Private Securities Litigation
Reform Act of 1995 and are based on management's estimates,
assumptions and projections. Actual results may differ materially from
those projected based on the risk factors described below.

   --  Premiums written and premiums earned, the denominator of the
        combined ratio excluding the effect of catastrophes and prior
        year reserve reestimates for 2008 and a component of
        underwriting income, may be materially less than projected.
        Our ability to capture the costs of our catastrophe
        reinsurance program through rate increases may not be entirely
        successful due to regulatory restrictions or policyholder
        attrition resulting in a lower amount of insurance in force.

   --  Auto and homeowners frequencies or severities may be higher
        than anticipated levels due to unexpected trends or events
        such as severe weather. Inflation in the medical sector of the
        economy, auto repair costs, auto parts prices, used car
        prices, building materials and home furnishings may drive
        increases in claims expenses.

   --  Changes in mortgage delinquency or recovery rates, agency
        ratings, bond insurer strength or rating, the quality of
        service provided by service providers and the anticipated or
        contractual cash flows on securities in our Prime, ABS RMBS,
        ABS CDO, Alt-A, CRE CDO, other CDO and corporate securities
        portfolios, as well as the effects of bond insurer strength on
        the value of our municipal bond portfolio, could lead us to
        reconsider our payment outlook and determine that write-downs
        are appropriate in the future.

   --  The cost and impact of our investment portfolio risk
        mitigation and return optimization programs and enterprise
        asset allocation actions, as well as our unrealized net
        capital losses on fixed income securities, may be adversely
        affected by unexpected developments in the investment markets.

   We undertake no obligation to publicly correct or update any
forward-looking statements. This press release contains unaudited
financial information.

   The Allstate Corporation (NYSE:ALL) is the nation's largest
publicly held personal lines insurer. Widely known through the "You're
In Good Hands With Allstate(R)" slogan, Allstate is reinventing
protection and retirement to help individuals in approximately 17
million households protect what they have today and better prepare for
tomorrow. Customers can access Allstate products and services such as
auto insurance and homeowners insurance through approximately 14,700
exclusive Allstate agencies and financial representatives in the U.S.
and Canada, or in select states at allstate.com and 1-800 Allstate(R).
Encompass(R) and Deerbrook(R) Insurance brand property and casualty
products are sold exclusively through independent agents. The Allstate
Financial Group provides life insurance, supplemental accident and
health insurance, annuity, banking and retirement products designed
for individual, institutional and worksite customers that are
distributed through Allstate agencies, independent agencies, financial
institutions and broker-dealers. Customers can also access information
about Allstate Financial Group products and services at
myallstatefinancial.com.

The Allstate Corporation
Rich Halberg, 847-402-5600
Media Relations
Robert Block or Larry Moews, 847-402-2800
Investor Relations

Copyright Business Wire 2008
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