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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

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FORM 11-K

(Mark One)
ý	ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [No fee required, effective October 7, 1996]
For the fiscal year ended December 31, 2002
OR
o	TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED].
For the transition period from                  to

Commission file number 1-11840

THE SAVINGS AND PROFIT SHARING FUND OF
ALLSTATE EMPLOYEES

THE ALLSTATE CORPORATION
2775 SANDERS ROAD STE. E-5
NORTHBROOK, ILLINOIS 60062-6127

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The Savings and
Profit Sharing Fund of
Allstate Employees

Financial Statements for the Years Ended
December 31, 2002 and 2001, Supplemental
Schedule for the Year Ended December 31, 2002
and Independent Auditors' Report

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THE SAVINGS AND PROFIT SHARING FUND OF
ALLSTATE EMPLOYEES

TABLE OF CONTENTS

			Page
INDEPENDENT AUDITORS' REPORT			1
FINANCIAL STATEMENTS:
	Statements of Net Assets Available for Benefits, December 31, 2002 and 2001		2-3
	Statements of Changes in Net Assets Available for Benefits, Years Ended December 31, 2002 and 2001		4-5
	Notes to Financial Statements		6-10
SUPPLEMENTAL SCHEDULE:
	Appendix A—Form 5500: Schedule H, Part IV, Line 4i—Schedule of Assets (Held at End of Year) at December 31, 2002		11
SIGNATURE			12
EXHIBIT INDEX
	23 Consent of Deloitte & Touche LLP
	99 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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INDEPENDENT AUDITORS' REPORT

To the Trustees and Participants of
The Savings and Profit Sharing Fund of Allstate Employees:

        We have audited the accompanying financial statements of The Savings and Profit Sharing Fund of Allstate Employees (the "Fund") as of December 31, 2002 and 2001, and for the years then ended, listed in the table of contents. These financial statements are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Fund as of December 31, 2002 and 2001, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America.

        Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule listed in the table of contents is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplementary information in the statements of net assets available for benefits and the statements of changes in net assets available for benefits is presented for the purpose of additional analysis rather than to present the net assets available for benefits and changes in net assets available for benefits of the individual funds. The supplemental schedule and supplementary information are the responsibility of the Fund's management. Such supplemental schedule and supplementary information have been subjected to the auditing procedures applied in our audits of the basic financial statements and, in our opinion, are fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole.

April 30, 2003

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THE SAVINGS AND PROFIT SHARING FUND OF
ALLSTATE EMPLOYEES

STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2002
(Dollars in Thousands)

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					Supplementary Information
					Participant- Directed Funds			Allstate Stock Fund			ESOP Company Shares Unallocated			Total
ASSETS
INVESTMENTS—At fair value:
	The Allstate Corporation common stock							$	648,515		$	700,119		$	1,348,634
	Interest in registered investment company,
		State Street Global Advisors (SSgA):
		SSgA Short Term Investment Fund			$	394,235									394,235
		SSgA Bond Market Index Fund Series A				199,008									199,008
		SSgA Allstate Balanced Fund				491,079									491,079
		SSgA S&P 500 Flagship Fund Series A				392,090									392,090
		SSgA Daily EAFE Fund Series A				36,033									36,033
		SSgA Russell 2000 Fund Series A				91,912									91,912
	Collective short-term investment fund								4,128						4,128
	Participant notes receivable					77,950									77,950
			Total investments			1,682,307			652,643			700,119			3,035,069
RECEIVABLES:
	Dividends and interest					530			3,652			3,982			8,164
	Employer Contributions											27,008			27,008
	Interfund								120,025						120,025
			Total receivables			530			123,677			30,990			155,197
			Total assets			1,682,837			776,320			731,109			3,190,266
LIABILITIES
ESOP LOAN (Note 3)												128,368			128,368
PAYABLES:
	Other					478			106						584
	Interfund											120,025			120,025
			Total liabilities			478			106			248,393			248,977
NET ASSETS AVAILABLE FOR BENEFITS					$	1,682,359		$	776,214		$	482,716		$	2,941,289

See notes to financial statements.

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THE SAVINGS AND PROFIT SHARING FUND OF
ALLSTATE EMPLOYEES

STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2001
(Dollars in Thousands)

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					Supplementary Information
					Participant- Directed Funds			Allstate Stock Fund			ESOP Company Shares Unallocated			Total
ASSETS
INVESTMENTS—At fair value:
	The Allstate Corporation common stock							$	663,008		$	681,206		$	1,344,214
Sears, Roebuck and Co. common shares					$	66,225									66,225
Morgan, Stanley, Dean Witter & Co. common shares						123,849									123,849
	Interest in registered investment company,
		State Street Global Advisors (SSgA):
		SSgA Short Term Investment Fund				323,415									323,415
		SSgA Bond Market Index Fund Series A				106,630									106,630
		SSgA Allstate Balanced Fund				618,088									618,088
		SSgA S&P 500 Flagship Fund Series A				524,901									524,901
		SSgA Daily EAFE Fund Series A				38,358									38,358
		SSgA Russell 2000 Fund Series A				99,254									99,254
	Collective short-term investment fund					1,957			2,159			2,332			6,448
	Participant notes receivable					70,732									70,732
			Total investments			1,973,409			665,167			683,538			3,322,114
RECEIVABLES:
	Dividends and interest					1,038			3,800			3,862			8,700
	Interfund								41,040						41,040
			Total receivables			1,038			44,840			3,862			49,740
			Total assets			1,974,447			710,007			687,400			3,371,854
LIABILITIES
ESOP LOAN (Note 3)												138,408			138,408
PAYABLES:
	Other					340			81						421
	Interfund											41,040			41,040
			Total liabilities			340			81			179,448			179,869
NET ASSETS AVAILABLE FOR BENEFITS					$	1,974,107		$	709,926		$	507,952		$	3,191,985

See notes to financial statements.

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THE SAVINGS AND PROFIT SHARING FUND OF
ALLSTATE EMPLOYEES

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 2002
(Dollars in Thousands)

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					Supplementary Information
					Participant- Directed Funds			Allstate Stock Fund			ESOP Company Shares Unallocated			Total
ADDITIONS
NET INVESTMENT INCOME (LOSS):
	Net appreciation (depreciation) in fair value of investments				$	(177,911	)	$	66,414		$	62,271		$	(49,226	)
	Interest					12,300			156			90			12,546
	Dividends					464			15,582			15,899			31,945
			Net investment income (loss)			(165,147	)		82,152			78,260			(4,735	)
CONTRIBUTIONS:
	Participants					137,340			12,933						150,273
	Employer—ESOP loan debt service											27,008			27,008
	Employer—cash matched on participant deposits								254						254
			Total contributions			137,340			13,187			27,008			177,535
ALLOCATION OF COMPANY SHARES:
	Shares matched on participant deposits at fair value								120,025			(120,025	)
	Shares allocated in lieu of dividends at fair value								2,317			(2,317	)
			Total allocation of Company shares						122,342			(122,342	)
			Total additions			(27,807	)		217,681			(17,074	)		172,800
DEDUCTIONS
BENEFITS PAID TO PARTICIPANTS						301,621			107,105						408,726
INTEREST EXPENSE												10,479			10,479
ADMINISTRATIVE EXPENSE						3,184			1,107						4,291
			Total deductions			304,805			108,212			10,479			423,496
NET INCREASE (DECREASE)						(332,612	)		109,469			(27,553	)		(250,696	)
INTERFUND TRANSFERS						40,864			(43,181	)		2,317
NET ASSETS AVAILABLE FOR BENEFITS:
	Beginning of year					1,974,107			709,926			507,952			3,191,985
	End of year				$	1,682,359		$	776,214		$	482,716		$	2,941,289

See notes to financial statements.

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THE SAVINGS AND PROFIT SHARING FUND OF
ALLSTATE EMPLOYEES

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 2001
(Dollars in Thousands)

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					Supplementary Information
					Participant- Directed Funds			Allstate Stock Fund			ESOP Company Shares Unallocated			Total
ADDITIONS
NET INVESTMENT INCOME (LOSS):
	Net appreciation (depreciation) in fair value of investments				$	(126,361	)	$	(202,642	)	$	(199,821	)	$	(528,824	)
	Interest					19,123			336			211			19,670
	Dividends					3,577			15,509			15,430			34,516
			Net investment income (loss)			(103,661	)		(186,797	)		(184,180	)		(474,638	)
CONTRIBUTIONS:
	Participants					134,596			13,110						147,706
	Employer—cash matched on participant deposits								197						197
			Total contributions			134,596			13,307						147,903
ALLOCATION OF COMPANY SHARES:
	Shares matched on participant deposits at fair value								41,040			(41,040	)
	Shares allocated in lieu of dividends at fair value								9,268			(9,268	)
			Total allocation of Company shares						50,308			(50,308	)
			Total additions			30,935			(123,182	)		(234,488	)		(326,735	)
DEDUCTIONS
BENEFITS PAID TO PARTICIPANTS						195,109			87,869						282,978
INTEREST EXPENSE												11,431			11,431
ADMINISTRATIVE EXPENSE						3,260			1,190						4,450
			Total deductions			198,369			89,059			11,431			298,859
NET INCREASE (DECREASE)						(167,434	)		(212,241	)		(245,919	)		(625,594	)
INTERFUND TRANSFERS						24,888			(34,156	)		9,268
NET ASSETS AVAILABLE FOR BENEFITS:
	Beginning of year					2,116,653			956,323			744,603			3,817,579
	End of year				$	1,974,107		$	709,926		$	507,952		$	3,191,985

See notes to financial statements.

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THE SAVINGS AND PROFIT SHARING FUND OF
ALLSTATE EMPLOYEES

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2002 AND 2001

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1.     DESCRIPTION OF PLAN

        The following description of The Savings and Profit Sharing Fund of Allstate Employees (the "Fund") provides only general information. Participants should refer to the plan document for a more complete description of the Fund's provisions.

        General—The Fund covers all full-time and regular part-time employees of The Allstate Corporation (the "Company") and designated affiliates of the Company. Employees must be at least 18 years of age to participate.

        The Fund is a defined contribution plan consisting of a profit sharing and stock bonus plan containing a cash or deferred arrangement which is intended to meet the requirements of Sections 401(a) and 401(k) of the Internal Revenue Code of 1986 (the "Code"). The stock bonus portion of the Fund includes a leveraged and a non-leveraged employee stock ownership plan ("ESOP") which is intended to meet the requirements of Section 409 and Section 4975(e)(7) of the Code. The Fund is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA").

        Administration—The Fund is administered by an Administrative Committee. Investment transactions are authorized by the Fund's Investment Committee. Members of the Administrative and Investment Committees are appointed by the Profit Sharing Committee. Members of the Profit Sharing Committee are appointed by the Company.

        Trustee of the Fund—The Northern Trust Company holds Fund assets as trustee under The Savings and Profit Sharing Fund of Allstate Employees Trust.

        Contributions—Each year, employees may contribute up to 30 percent (17 percent prior to January 1, 2002) of eligible annual compensation through a combination of pre-tax and after-tax deposits, subject to Internal Revenue Code limitations. Participants age 50 or older have the option to make additional before-tax contributions ("Catch-Up" Contributions). Employees may also contribute amounts representing distributions from other qualified defined benefit or contribution plans. The Company contributes from 50 percent to 150 percent of the first 5 percent of eligible compensation that a participant contributes on a pre-tax basis to the Fund at the Company's discretion. All employer contributions are invested in Company stock. However, participants can transfer all or part of their Company Contributions to any investment option within the Fund at any time. During the years ended December 31, 2002 and 2001, the Company matching contributions were 150 percent and 50 percent, respectively.

        Participant Accounts—Individual accounts are maintained for each fund participant. Each participant's account is credited with the participant's contribution, allocations of the Company's contribution and Fund earnings, and is charged with an allocation of administrative expenses and Fund losses. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account.

        Vesting—Participants are immediately vested in their contributions and the Company's contributions plus earnings thereon.

        Investment Options—Upon enrollment in the Fund, a participant may direct employee contributions to any or all of the seven investment options listed below. Participants may change their investment elections at any time, including their balances in the Allstate Stock Fund.

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        Allstate Stock Fund—Funds are invested in Company common stock with a portion of the fund invested in short-term securities to provide liquidity to process transactions.

        Money Market Fund (Short Term Investment Fund)—The fund, managed by State Street Global Advisors ("SSgA"), a registered investment company, invests in shares of a commingled trust that invests in short-term securities.

        Bond Fund—The fund, managed by SSgA, invests in shares of a commingled trust that invests in the broad domestic bond market and also in U.S. government and agency, corporate, mortgage-backed, and asset-backed debt securities.

        Balanced Fund—The fund, managed by SSgA, invests in shares of a commingled trust that invests in a diversified portfolio of stocks and debt securities.

        S&P 500 Fund—The fund, managed by SSgA, invests in shares of a commingled trust that invests in a diversified portfolio of stocks of large, established companies.

        International Equity Fund (Daily EAFE)—The fund, managed by SSgA, invests in shares of a commingled trust that invests in a diversified portfolio of stocks in developed markets within Europe, Australia and the Far East.

        Russell 2000 Fund—The fund, managed by SSgA, invests in shares of a commingled trust that invests in a diversified portfolio of stocks that represents the smallest two-thirds of the 3,000 largest U.S. companies.

        Sears Shares Fund and the Dean Witter Shares Fund—Prior to February 19, 2002, participants may have had investments in the Sears Shares Fund and the Dean Witter Shares Fund. These funds held Sears, Roebuck and Co. common shares and Morgan Stanley Dean Witter & Co. common shares, and existed as a result of past participation in The Savings and Profit Sharing Fund of Sears Employees (the "Prior Plan"). Effective February 19, 2002, the Sears Shares Fund and the Dean Witter Shares Fund were eliminated. Participants had the option of transferring balances in those funds to other investment options or taking a distribution in either shares or cash.

        Participant Notes Receivable—Participants may borrow from their account balance. The loan amount must be at least $1,000 up to a maximum equal to the lesser of: (i) 50 percent of their account value, (ii) 100 percent of their pre-tax, after-tax and rollover account balances, or (iii) $50,000. Loan transactions are treated as a proportional transfer from/to the investment funds and to/from the Loan Fund. Loan terms range from 6 to 48 months for a general- purpose loan and 49 to 180 months for a primary residence loan. Loans are secured by the participant's account balance and bear interest at the prime rate. Principal and interest are paid ratably through payroll deductions.

        Employee Stock Ownership Plan—The Company established a leveraged ESOP effective June 30, 1995 through a split of the employee stock ownership plan of the Prior Plan by acquiring 50 percent of the unallocated shares and assuming 50 percent of the related loan of the Prior Plan. The resulting ESOP loan (the "ESOP Loan") bears interest at 7.9 percent.

        The borrowing is to be repaid through the year 2019 or earlier if the Company elects to make additional contributions for principal prepayments on the ESOP Loan. As the Fund makes each payment of principal and interest, a proportional percentage of unallocated shares are allocated to eligible employees' accounts in accordance with applicable regulations under the Code.

        ESOP shares not yet allocated to participants are held in a suspense account. The majority of these shares serve as collateral on the ESOP Loan. ESOP shares allocated to participants and other Company shares that were acquired with participant contributions are included in the Allstate Stock Fund and the lender has no rights against these shares.

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        Payment of Benefits—Upon termination of service, a participant is entitled to a complete withdrawal of his or her account balance. Partial withdrawals are also permitted under the Fund subject to restrictions.

2.     SUMMARY OF ACCOUNTING POLICIES

        Basis of Accounting—The Fund financial statements are prepared under the accrual basis of accounting.

        Use of Estimates—The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Investment securities, in general, are exposed to various risks, such as interest rate, credit, and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the financial statements.

        Investment Valuation and Income Recognition—Fund investments are stated at fair value. Shares of registered investment companies are valued at market prices that represent the net asset value of shares held by the Fund at year-end. Common stock held in the Allstate Stock Fund, Sears Shares Fund, and Dean Witter Shares Fund is at quoted market prices. Participant notes receivable are valued at cost which approximates fair value.

        Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis except for interest on participant notes, which is recorded when paid. The difference between cash and accrual basis for interest on participant notes is not material. Dividends are recorded on the ex-dividend date.

        Benefits Paid to Participants and Participant Notes Receivable—Benefits paid to participants and participant notes receivable loans are recorded when funds are transferred out of the respective investment funds for payment to participants. Amounts allocated to accounts of persons who have elected to withdraw from the Fund, but have not yet been paid were immaterial at December 31, 2002 and 2001, respectively.

3.     ESOP LOAN

        The ESOP loan agreement provides for the loan to be repaid through the year 2019 at an annual interest rate of 7.9 percent. There are no principal payments required on the loan during the next five years.

        The following table presents additional information for the Fund's investment in The Allstate Corporation common stock held in the Allstate Stock Fund and the ESOP Company Shares Unallocated at December 31:

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4.     PLAN TERMINATION

        Although it has not expressed any intent to do so, the Company has the right under the Fund to discontinue its contributions at any time and to terminate the Fund subject to provisions of ERISA.

5.     TAX STATUS

        The Internal Revenue Service has determined and informed the Company by a letter, dated April 24, 1996, that the Fund and related trust were designed in accordance with applicable sections of the Code. The Fund applied for a new determination letter with the IRS in February 2002. The plan administrator and the Fund's tax counsel believe that the Fund is designed and operated in compliance with the applicable requirements of the Code. Therefore, no provision for income taxes has been included in the Fund's financial statements.

6.     INVESTMENTS

        The Fund's investments which exceeded 5 percent of net assets available for benefits as of December 31, 2002 and 2001 are as follows:

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*   Partially non-participant-directed
** Did not exceed 5% of net assets in 2001

        During 2002 and 2001, the Fund's investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated (depreciated) in value as follows:

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7.     RELATED-PARTY TRANSACTIONS

        The Fund invests in The Northern Trust Collective Short-Term Investment Fund, managed by The Northern Trust Company, the Trustee of the Fund. The Fund also invests in the common stock of The Allstate Corporation, the Fund's sponsor.

8.     SUBSEQUENT EVENT

        The following event occurred subsequent to December 31, 2002:

Effective April 24, 2003, the International Equity Fund, which was invested in the SSgA Daily EAFE Securities Lending Fund Series A, was replaced with a new fund, the SSgA Daily EAFE Securities Lending Fund Series T. In conjunction with this change, participants are now subject to certain transfer restrictions. After April 24, 2003, participants who elect to transfer money out of the International Equity Fund will be restricted from transferring money back into the International Equity Fund until 30 calendar days have passed. However, participants can transfer money out of the International Equity Fund at any time.

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THE SAVINGS AND PROFIT SHARING FUND OF
ALLSTATE EMPLOYEES

APPENDIX A

Form 5500: Schedule H, Part IV, Line 4i—Schedule of Assets (Held at End of Year)
at December 31, 2002

(a)		(b) Identity of issue, borrower, lessor, or similar party		(c) Description of investment including maturity date, rate of interest, collateral, par or maturity value		(d) Cost			(e) Current Value
*		The Allstate Corporation common stock		36,459,425 shares		$	355,969,607		$	1,348,634,131
		Interest in registered investment company, State Street Global Advisors (SSgA):
		SSgA Short Term Investment Fund		394,234,639.53 shares			394,234,640			394,234,640
		SSgA Passive Bond Market Index     Securities Lending Fund Series A		13,429,233.19 shares			177,624,654			199,007,807
		SSgA Allstate Balanced Fund		38,881,914.54 shares			411,046,724			491,078,581
		SSgA S&P 500 Flagship Fund     Series A		2,530,609.62 shares			447,682,672			392,090,124
		SSgA Daily EAFE Securities Lending     Fund Series A		4,046,843.76 shares			37,525,017			36,033,096
		SSgA Russell 2000 Index Securities     Lending Fund Series A		7,674,078.99 shares			110,431,020			91,912,444
*		The Northern Trust Collective Short-term Investment Fund		4,128,343.47 shares			4,128,343			4,128,343
*		Participant loans		rates of interest from 4.75% to 9.5%, maturing 2003 to 2018			77,949,534			77,949,534
		Total				$	2,016,592,212		$	3,035,068,700

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*

Permitted party-in-interest.

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SIGNATURES

        The Plan.    Pursuant to the requirements of the Securities Exchange Act of 1934, the Trustees have duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized.

		THE SAVINGS AND PROFIT SHARING FUND OF ALLSTATE EMPLOYEES
		By:	/s/  CANDICE L. BEINLICH       Candice L. Beinlich Plan Administrator

Date: June 25, 2003

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QuickLinks

TABLE OF CONTENTS

INDEPENDENT AUDITORS' REPORT

THE SAVINGS AND PROFIT SHARING FUND OF ALLSTATE EMPLOYEES

APPENDIX A
SIGNATURES