UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 11-K
(Mark One):
x
ANNUAL
REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended
December 31, 2009
OR
o
TRANSITION
REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the transition period from
to
Commission file number 1-11840
A.
Full title of the plan and the address of the plan, if different from that of
the issuer named below:
ALLSTATE 401(k) SAVINGS PLAN
(FORMERLY THE SAVINGS AND PROFIT SHARING FUND OF
ALLSTATE EMPLOYEES)
B.
Name of issuer of the securities held pursuant to the plan and the address of
its principal executive office:
THE ALLSTATE CORPORATION
2775 SANDERS ROAD, SUITE E-5
NORTHBROOK, ILLINOIS
60062-6127
Allstate 401(k) Savings Plan
Financial
Statements as of and for the
Years Ended December 31, 2009 and 2008,
Supplemental
Schedule as of
December 31, 2009, and
Report of Independent Registered Public Accounting Firm
ALLSTATE
401(k) SAVINGS PLAN
TABLE
OF CONTENTS
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Page
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REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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1
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FINANCIAL
STATEMENTS:
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Statements of Net Assets Available for Benefits as of
December 31, 2009 and 2008
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23
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Statements of Changes in Net Assets Available for
Benefits for the Years Ended December 31, 2009 and 2008
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45
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Notes to Financial Statements as of and for the
Years Ended December 31, 2009 and 2008
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617
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SUPPLEMENTAL
SCHEDULE:
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18
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Form 5500Schedule H, Part IV, Line
4iSchedule of Assets (Held at End of Year) as of December 31, 2009
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1920
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SIGNATURES
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21
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EXHIBIT INDEX
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23
Consent of Independent Registered Public Accounting Firm
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NOTE: All other supplemental
schedules required by Section 2520.103-10 of the Department of Labors Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974 have been omitted because they are not applicable.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the Trustee and Participants of
Allstate 401(k) Savings Plan
Northbrook, Illinois
We
have audited the accompanying statements of net assets available for benefits
of the Allstate 401(k) Savings Plan (the Plan) as of December 31,
2009 and 2008, and the related statements of changes in net assets available
for benefits for the years then ended.
These financial statements are the responsibility of the Plans
management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. The Plan is not required
to have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audits included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Plans
internal control over financial reporting.
Accordingly, we express no such opinion.
An audit also includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, 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 Plan as of December 31,
2009 and 2008, 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 Labors Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974. The supplementary information by fund in the
statements of net assets available for benefits and the statements of changes
in net assets available for benefits is presented for the purposes 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 by fund is the responsibility of the Plans
management. Such supplemental schedule
and supplementary information by fund 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.
/s/
DELOITTE & TOUCHE LLP
Chicago, Illinois
June 7,
2010
ALLSTATE 401(k) SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2009
(Dollars in thousands)
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|
Supplementary Information
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ESOP
|
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|
Participant-
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Allstate
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Company
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|
|
|
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Directed
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Stock
|
|
Shares
|
|
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|
|
|
Funds
|
|
Fund
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Unallocated
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Total
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ASSETS
|
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InvestmentsAt fair value:
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The Allstate Corporation common stock
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$
|
|
|
$
|
545,460
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|
$
|
166,489
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|
$
|
711,949
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Invesco Institutional (N.A.) Inc. Stable Value Fund
|
|
710,025
|
|
|
|
|
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710,025
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Funds managed by State Street Global Advisors (SSgA):
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|
|
|
|
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SSgA Passive Bond Market Index Fund
|
|
268,962
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|
|
|
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|
268,962
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SSgA Allstate Balanced Fund
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|
451,994
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|
|
|
|
|
451,994
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|
SSgA S&P 500 Flagship Fund
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|
589,252
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|
|
|
|
|
589,252
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|
SSgA Daily EAFE Index Fund
|
|
280,314
|
|
|
|
|
|
280,314
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|
SSgA Russell 2000 Index Fund
|
|
274,088
|
|
|
|
|
|
274,088
|
|
Collective short-term investment fund
|
|
|
|
17,263
|
|
14
|
|
17,277
|
|
Participant notes receivable
|
|
94,538
|
|
|
|
|
|
94,538
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|
|
|
|
|
|
|
|
|
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|
Total investments
|
|
2,669,173
|
|
562,723
|
|
166,503
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|
3,398,399
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|
|
|
|
|
|
|
|
|
|
|
Receivables:
|
|
|
|
|
|
|
|
|
|
Dividends and interest
|
|
2
|
|
3,215
|
|
1,109
|
|
4,326
|
|
Employer contributions
|
|
|
|
4,445
|
|
|
|
4,445
|
|
Participant contributions
|
|
4,169
|
|
509
|
|
|
|
4,678
|
|
Interfund
|
|
|
|
7,037
|
|
|
|
7,037
|
|
|
|
|
|
|
|
|
|
|
|
Total receivables
|
|
4,171
|
|
15,206
|
|
1,109
|
|
20,486
|
|
|
|
|
|
|
|
|
|
|
|
Other assets
|
|
851
|
|
|
|
|
|
851
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
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|
2,674,195
|
|
577,929
|
|
167,612
|
|
3,419,736
|
|
|
|
|
|
|
|
|
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LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
ESOP loan (Notes 1 and 3)
|
|
|
|
|
|
22,467
|
|
22,467
|
|
Payables:
|
|
|
|
|
|
|
|
|
|
Other
|
|
528
|
|
14,454
|
|
|
|
14,982
|
|
Interfund
|
|
|
|
|
|
7,037
|
|
7,037
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
528
|
|
14,454
|
|
29,504
|
|
44,486
|
|
|
|
|
|
|
|
|
|
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|
NET ASSETS AVAILABLE FOR BENEFITS AT FAIR VALUE
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|
2,673,667
|
|
563,475
|
|
138,108
|
|
3,375,250
|
|
Adjustments from fair value to contract value for fully benefit- responsive investment contracts
|
|
(23,092
|
)
|
|
|
|
|
(23,092
|
)
|
|
|
|
|
|
|
|
|
|
|
NET ASSETS AVAILABLE FOR BENEFITS
|
|
$
|
2,650,575
|
|
$
|
563,475
|
|
$
|
138,108
|
|
$
|
3,352,158
|
|
See notes to financial statements.
2
ALLSTATE 401(k) SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2008
(Dollars in thousands)
|
|
Supplementary Information
|
|
|
|
|
|
|
|
|
|
ESOP
|
|
|
|
|
|
Participant-
|
|
Allstate
|
|
Company
|
|
|
|
|
|
Directed
|
|
Stock
|
|
Shares
|
|
|
|
|
|
Funds
|
|
Fund
|
|
Unallocated
|
|
Total
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
InvestmentsAt fair value:
|
|
|
|
|
|
|
|
|
|
The Allstate Corporation common stock
|
|
$
|
|
|
$
|
551,132
|
|
$
|
189,372
|
|
$
|
740,504
|
|
Invesco Institutional (N.A.) Inc. Stable Value Fund
|
|
682,463
|
|
|
|
|
|
682,463
|
|
Funds managed by State Street Global Advisors (SSgA):
|
|
|
|
|
|
|
|
|
|
SSgA Allstate Passive Bond Market Index Fund
|
|
256,227
|
|
|
|
|
|
256,227
|
|
SSgA Allstate Balanced Fund
|
|
405,239
|
|
|
|
|
|
405,239
|
|
SSgA S&P 500 Flagship Fund
|
|
458,528
|
|
|
|
|
|
458,528
|
|
SSgA Daily EAFE Index Fund
|
|
189,625
|
|
|
|
|
|
189,625
|
|
SSgA Russell 2000 Index Fund
|
|
208,820
|
|
|
|
|
|
208,820
|
|
Collective short-term investment fund
|
|
|
|
26,918
|
|
76
|
|
26,994
|
|
Participant notes receivable
|
|
93,765
|
|
|
|
|
|
93,765
|
|
|
|
|
|
|
|
|
|
|
|
Total investments
|
|
2,294,667
|
|
578,050
|
|
189,448
|
|
3,062,165
|
|
|
|
|
|
|
|
|
|
|
|
Receivables:
|
|
|
|
|
|
|
|
|
|
Dividends and interest
|
|
19
|
|
6,655
|
|
2,375
|
|
9,049
|
|
Employer contributions
|
|
|
|
1,252
|
|
|
|
1,252
|
|
Other
|
|
|
|
3,047
|
|
|
|
3,047
|
|
Interfund
|
|
|
|
7,808
|
|
|
|
7,808
|
|
|
|
|
|
|
|
|
|
|
|
Total receivables
|
|
19
|
|
18,762
|
|
2,375
|
|
21,156
|
|
|
|
|
|
|
|
|
|
|
|
Other assets
|
|
603
|
|
|
|
|
|
603
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
2,295,289
|
|
596,812
|
|
191,823
|
|
3,083,924
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ESOP loan (Notes 1 and 3)
|
|
|
|
|
|
22,467
|
|
22,467
|
|
Payables:
|
|
|
|
|
|
|
|
|
|
Other
|
|
636
|
|
28,113
|
|
|
|
28,749
|
|
Interfund
|
|
|
|
|
|
7,808
|
|
7,808
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
636
|
|
28,113
|
|
30,275
|
|
59,024
|
|
|
|
|
|
|
|
|
|
|
|
NET ASSETS AVAILABLE FOR BENEFITS AT FAIR VALUE
|
|
2,294,653
|
|
568,699
|
|
161,548
|
|
3,024,900
|
|
Adjustments from fair value to contract value for fully benefit- responsive investment contracts
|
|
17,204
|
|
|
|
|
|
17,204
|
|
|
|
|
|
|
|
|
|
|
|
NET ASSETS AVAILABLE FOR BENEFITS
|
|
$
|
2,311,857
|
|
$
|
568,699
|
|
$
|
161,548
|
|
$
|
3,042,104
|
|
See notes to financial statements.
3
ALLSTATE 401(k) SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2009
(Dollars in thousands)
|
|
Supplementary Information
|
|
|
|
|
|
|
|
|
|
ESOP
|
|
|
|
|
|
Participant-
|
|
Allstate
|
|
Company
|
|
|
|
|
|
Directed
|
|
Stock
|
|
Shares
|
|
|
|
|
|
Funds
|
|
Fund
|
|
Unallocated
|
|
Total
|
|
ADDITIONS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income (loss):
|
|
|
|
|
|
|
|
|
|
Net appreciation (depreciation) in fair value of investments
|
|
$
|
313,801
|
|
$
|
(44,917
|
)
|
$
|
(15,075
|
)
|
$
|
253,809
|
|
Interest
|
|
31,358
|
|
19
|
|
13
|
|
31,390
|
|
Dividends
|
|
|
|
13,857
|
|
4,434
|
|
18,291
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income (loss)
|
|
345,159
|
|
(31,041
|
)
|
(10,628
|
)
|
303,490
|
|
|
|
|
|
|
|
|
|
|
|
Contributions:
|
|
|
|
|
|
|
|
|
|
Participants
|
|
153,663
|
|
17,830
|
|
|
|
171,493
|
|
Employercash matched on participant contributions
|
|
26
|
|
58,020
|
|
5,250
|
|
63,296
|
|
|
|
|
|
|
|
|
|
|
|
Total contributions
|
|
153,689
|
|
75,850
|
|
5,250
|
|
234,789
|
|
|
|
|
|
|
|
|
|
|
|
Allocation of company sharesshares matched on participant deposits at fair value
|
|
|
|
7,037
|
|
(7,037
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Total additions (reductions)
|
|
498,848
|
|
51,846
|
|
(12,415
|
)
|
538,279
|
|
|
|
|
|
|
|
|
|
|
|
DEDUCTIONS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefits paid to participants
|
|
188,347
|
|
33,864
|
|
|
|
222,211
|
|
Interest expense
|
|
|
|
|
|
1,775
|
|
1,775
|
|
Administrative expense
|
|
3,701
|
|
538
|
|
|
|
4,239
|
|
|
|
|
|
|
|
|
|
|
|
Total deductions
|
|
192,048
|
|
34,402
|
|
1,775
|
|
228,225
|
|
|
|
|
|
|
|
|
|
|
|
NET INCREASE (DECREASE)
|
|
306,800
|
|
17,444
|
|
(14,190
|
)
|
310,054
|
|
|
|
|
|
|
|
|
|
|
|
INTERFUND TRANSFERS
|
|
31,918
|
|
(22,668
|
)
|
(9,250
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
NET ASSETS AVAILABLE FOR BENEFITS:
|
|
|
|
|
|
|
|
|
|
Beginning of year
|
|
2,311,857
|
|
568,699
|
|
161,548
|
|
3,042,104
|
|
|
|
|
|
|
|
|
|
|
|
End of year
|
|
$
|
2,650,575
|
|
$
|
563,475
|
|
$
|
138,108
|
|
$
|
3,352,158
|
|
See notes to financial statements.
4
ALLSTATE 401(k) SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2008
(Dollars in thousands)
|
|
Supplementary Information
|
|
|
|
|
|
|
|
|
|
ESOP
|
|
|
|
|
|
Participant-
|
|
Allstate
|
|
Company
|
|
|
|
|
|
Directed
|
|
Stock
|
|
Shares
|
|
|
|
|
|
Funds
|
|
Fund
|
|
Unallocated
|
|
Total
|
|
ADDITIONS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment loss:
|
|
|
|
|
|
|
|
|
|
Net depreciation of investments
|
|
$
|
(660,295
|
)
|
$
|
(292,319
|
)
|
$
|
(112,548
|
)
|
$
|
(1,065,162
|
)
|
Interest
|
|
30,956
|
|
113
|
|
140
|
|
31,209
|
|
Dividends
|
|
|
|
26,263
|
|
9,480
|
|
35,743
|
|
|
|
|
|
|
|
|
|
|
|
Net investment loss
|
|
(629,339
|
)
|
(265,943
|
)
|
(102,928
|
)
|
(998,210
|
)
|
|
|
|
|
|
|
|
|
|
|
Contributions:
|
|
|
|
|
|
|
|
|
|
Participants
|
|
160,432
|
|
17,629
|
|
|
|
178,061
|
|
Employercash matched on participant contributions
|
|
77
|
|
24,070
|
|
5,250
|
|
29,397
|
|
|
|
|
|
|
|
|
|
|
|
Total contributions
|
|
160,509
|
|
41,699
|
|
5,250
|
|
207,458
|
|
|
|
|
|
|
|
|
|
|
|
Allocation of company sharesshares matched on participant deposits at fair value
|
|
|
|
7,808
|
|
(7,808
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Total reductions
|
|
(468,830
|
)
|
(216,436
|
)
|
(105,486
|
)
|
(790,752
|
)
|
|
|
|
|
|
|
|
|
|
|
DEDUCTIONS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefits paid to participants
|
|
221,330
|
|
60,521
|
|
|
|
281,851
|
|
Interest expense
|
|
|
|
|
|
1,806
|
|
1,806
|
|
Administrative expense
|
|
3,754
|
|
719
|
|
|
|
4,473
|
|
|
|
|
|
|
|
|
|
|
|
Total deductions
|
|
225,084
|
|
61,240
|
|
1,806
|
|
288,130
|
|
|
|
|
|
|
|
|
|
|
|
NET DECREASE
|
|
(693,914
|
)
|
(277,676
|
)
|
(107,292
|
)
|
(1,078,882
|
)
|
|
|
|
|
|
|
|
|
|
|
INTERFUND TRANSFERS
|
|
70,885
|
|
(57,118
|
)
|
(13,767
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
NET ASSETS AVAILABLE FOR BENEFITS:
|
|
|
|
|
|
|
|
|
|
Beginning of year
|
|
2,934,886
|
|
903,493
|
|
282,607
|
|
4,120,986
|
|
|
|
|
|
|
|
|
|
|
|
End of year
|
|
$
|
2,311,857
|
|
$
|
568,699
|
|
$
|
161,548
|
|
$
|
3,042,104
|
|
See notes to financial statements.
5
ALLSTATE
401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
AS OF
AND FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008
1
.
DESCRIPTION
OF PLAN
The
following description of the Allstate 401(k) Savings Plan (the Plan),
sponsored by The Allstate Corporation (the Company) and formerly known as The
Savings and Profit Sharing Fund of Allstate Employees, provides only general
information. Participants should refer to the plan document for a more complete
description of the Plans provisions.
General
The Plan covers
all full-time and regular part-time employees of subsidiaries of the Company,
with the exception of those employed by the Companys international
subsidiaries, Kennett Capital, Inc., and Sterling Collision Centers, Inc.
Employees must be at least 18 years of age to participate.
The
Plan 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 Plan includes a leveraged and a
nonleveraged employee stock ownership plan (ESOP) which is intended to meet
the requirements of Section 409 and Section 4975(e)(7) of the
Code. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
Administration
The Plan is
administered by the Administrative Committee. Investment transactions are
authorized by the Plans 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 Compensation and Succession
Committee of the Board of Directors of the Company.
Trustee of the Plan
The Northern Trust Company holds Plan assets as trustee under the
Allstate 401(k) Savings Plan Trust.
Contributions
Each year,
employees may contribute up to 50% of eligible annual compensation through a
combination of pre-tax and after-tax contributions, subject to Internal Revenue
Code limitations. Participants age 50 or
older have the option to make additional pre-tax contributions (Catch-Up
contributions). Employees may also roll
over pre-tax amounts representing distributions from other qualified defined
benefit or defined contribution plans.
In the first quarter of 2009, the Company match was revised and is now
based on a two-tiered formula. In 2009
and going forward, the Company contributes a match of 50% of the first 3% and
25% of the next 2% of eligible compensation that a participant contributes on a
pre-tax basis to the Plan, and at its discretion, up to an additional 50% of
the first 3% and 25% of the next 2% of eligible compensation. The variable portion of the Company match is
now tied to improvement in the Companys position on the Customer Loyalty
Index, rather than to operating earnings per share. All employer contributions are invested in
the Allstate Stock Fund. However,
participants can transfer all or part of their Company contributions to any
investment option within the Plan at any time.
Eligible participants received the maximum Company match for the year
ended December 31, 2009. The
Companys matching contribution was 50% of the first 5% of eligible
compensation for the year ended December 31, 2008.
6
Participant Accounts
Individual accounts are maintained for each Plan participant. Each
participants account is credited with the participants contribution,
allocations of the Companys contribution and investment earnings and losses,
and is charged with an allocation of administrative expenses. Accounts may increase by rollovers and
decrease by rollovers and withdrawals.
The benefit to which a participant is entitled is the benefit that can
be provided from the participants vested account.
Vesting
Participants
hired prior to March 1, 2009 are immediately vested in their contributions
and the Companys contributions plus earnings thereon. Employees hired on or after March 1, 2009
will fully vest in the Companys contributions after three years of employment.
Investment Options
Upon enrollment in the Plan, a participant may direct employee
contributions to any or all of the current seven investment options listed
below. Participants may change their
investment elections at any time.
Allstate Stock Fund (The Allstate Corporation common stock)
Funds are
invested in Company common stock with a portion of the fund invested in
short-term securities to provide liquidity to process transactions.
Stable Value Fund (Invesco Institutional (N.A.) Inc. Stable Value Fund)
The fund, managed by Invesco Institutional (N.A.), Inc. (Invesco),
a registered investment advisor, is a separately managed portfolio that
consists of: (i) investment contracts issued by a diversified group of
insurance companies, banks, and other institutions; and (ii) shares of
common collective trusts that are comprised of publicly and privately issued
fixed, floating, and variable rate obligations of select entities.
Bond Fund (SSgA Passive Bond Market Index Fund)
The fund,
managed by State Street Global Advisors (SSgA), a registered investment
company, invests in both the Passive Bond Market Index Securities Lending Series Fund
Class A and the Passive Bond Market Index Non-Lending Series Fund
Class A, which are collective funds that invest in the broad domestic bond
market and also in U.S. government and agency, corporate, mortgage-backed, and
asset-backed debt securities.
Balanced Fund (SSgA Allstate Balanced Fund)
The fund,
managed by SSgA, has approximately one half of its assets in the S&P 500
Flagship Securities Lending Series Fund Class A and the S&P 500
Flagship Non-Lending Series Fund Class A, and approximately one
half of its assets in the Passive Bond Market Index Securities Lending Series Fund
Class A and the Passive Bond Market Index Non-Lending Series Fund
Class A, which are collective funds that invest in a diversified portfolio
of stocks and debt securities.
S&P 500 Fund (SSgA S&P 500 Flagship Fund)
The fund,
managed by SSgA, invests in both the S&P 500 Flagship Securities Lending Series Fund
Class A and the S&P 500 Flagship Non-Lending Series Fund Class A,
which are collective funds that invest in a diversified portfolio of stocks of
large, established companies.
International Equity Fund (SSgA Daily EAFE Index Fund)
The fund,
managed by SSgA, invests in both the Daily EAFE Index Securities Lending Series Fund
Class T and the Daily EAFE Index Non-Lending Series Fund Class A,
which are collective funds that invest in a diversified portfolio of stocks in
developed markets within Europe, Australia, and the Far East (EAFE).
Russell 2000 Fund (SSgA Russell 2000 Index Fund)
The fund,
managed by SSgA, invests in both the Russell 2000 Index Securities Lending Series Fund
Class A and the Russell 2000 Index Non-Lending Series Fund Class A,
which are collective funds that invest in a diversified portfolio of stocks
that represents the smallest two-thirds of the 3,000 largest
U.S. companies.
7
Effective
July 2009 for the funds managed by SSgA, with the exception of the
Balanced Fund, a transition from securities lending funds to comparable SSgA
non-lending funds began. The Balanced
Fund transition began November 2009.
Risks and Uncertainties
The Plan utilizes various types of investments, including institutional
index funds, a stable value fund and common stock. These i
nvestments are subject to
market risk, the risk that losses will be incurred due to adverse changes in
creditworthiness, equity prices and interest rates. It is reasonably possible that changes in the
values of investments will occur in the near term and that such changes could
materially affect the amounts reported in the financial statements.
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% of their account value,
(ii) 100% 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 participants account balance
and bear interest at the prime rate in effect as of the last day of the
previous calendar quarter prior to the issuance of the loan and fixed for the
duration of the loan. Principal and
interest are paid by participants ratably through payroll deductions.
Employee Stock Ownership Plan
The Company has a leveraged ESOP.
The ESOP loan bears interest at 7.9%.
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 Plan 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. The Company
has made principal prepayments to fund Company contributions.
ESOP
shares not yet allocated to participants are held in a suspense account, and
none of these shares serve as collateral.
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.
Payment of Benefits
Upon termination of service, a participant is entitled to a complete
withdrawal of his or her vested account balance. Partial withdrawals are also permitted under
the Plan subject to restrictions.
2
.
SUMMARY
OF ACCOUNTING POLICIES
Basis of Accounting
The Plans financial statements are prepared under the accrual basis of
accounting and in accordance with accounting principles generally accepted in
the United States of America.
Use of Estimates
The preparation
of financial statements 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.
8
Investment Valuation and Income
Recognition
Plan investments
are stated at fair value. Shares of
institutional index funds are valued at prices that represent the net asset
value of shares held by the Plan at year-end and the fair value of the
underlying investments. Common stock
held in the Allstate Stock Fund is valued at market price. The Stable Value Fund is stated at fair value
and then adjusted to contract value as the investment contracts are fully
benefit-responsive. Participant notes
receivable are valued at amortized cost, which approximates fair value.
The
Statements of Net Assets Available for Benefits present investment contracts at
fair value, with an additional line item showing adjustments of the fully
benefit-responsive contracts from fair value to contract value. The Statements
of Changes in Net Assets Available for Benefits is presented on a contract
value basis.
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
received. 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 upon
distribution. Amounts allocated to accounts of persons who have elected to
withdraw from the Plan, but have not yet been paid were immaterial at December 31,
2009 and 2008, and are included in Other assets on the Statements of Net Assets
Available for Benefits.
Adopted Accounting Standard
In April 2009, the FASB issued new
accounting guidance relating to fair value measurements to provide additional
guidance for estimating fair value when the volume and level of activity for an
asset or liability have significantly decreased. Guidance on identifying
circumstances that indicate a transaction is not orderly is also provided. If it is concluded that there has been a
significant decrease in the volume and level of market activity for an asset or
liability in relation to normal market activity, transactions or quoted prices
may not be determinative of fair value, and further analysis of transactions or
quoted prices may be necessary.
Determination of whether the transaction is orderly is based on the
weight of the evidence.
The disclosure requirements are expanded to include
the inputs and valuation technique(s) used to measure fair value and a
discussion of changes in valuation techniques and related inputs during the
reporting period.
Disclosures of assets and liabilities measured at
fair value are to be presented by major security types. Disclosures are not required for earlier
periods presented for comparative purposes.
Revisions resulting from a change in valuation technique or its
application shall be accounted for as a change in accounting estimate and
disclosed, along with the total effect of the change in valuation technique and
related inputs, if practicable, by major category. The Plan adopted the provisions of the new
guidance as of April 1, 2009. The
adoption had no effect on the Plans results of operations or financial
position.
Pending Accounting Standard
In January 2010, the FASB issued new accounting guidance which
expands disclosure requirements relating to fair value measurements. The guidance adds requirements for disclosing
amounts of and reasons for significant transfers into and out of Levels 1 and 2
and requires gross rather than net disclosures about purchases, sales,
issuances and settlements relating to Level 3 measurements. The guidance also provides clarification that
fair value measurement disclosures are required for each class of assets and
liabilities. Disclosures about the
valuation techniques and inputs used to measure fair value for measurements
that fall in either Level 2 or Level 3 are also required. The new disclosures and clarifications of
existing disclosures are effective for annual periods beginning after December 15,
2009, except for disclosures about purchases, sales, issuances and settlements
in the roll forward of activity in Level 3 fair value measurements, which are
required for
9
fiscal
years beginning after December 15, 2010.
Disclosures are not required for earlier periods presented for
comparative purposes. The new guidance
affects disclosures only and therefore its adoption will have no impact on the
Plans results of operations or financial position.
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%. There are no principal payments required on
the loan during the next five years.
The
following table presents additional information, at December 31, 2009 and
2008, for the Plans investment in The Allstate Corporation common stock held
in the Allstate Stock Fund and the ESOP Company Shares Unallocated:
|
|
2009
|
|
2008
|
|
|
|
|
|
ESOP
|
|
|
|
ESOP
|
|
|
|
Allstate
|
|
Company
|
|
Allstate
|
|
Company
|
|
|
|
Stock
|
|
Shares
|
|
Stock
|
|
Shares
|
|
($ in
thousands)
|
|
Fund
|
|
Unallocated
|
|
Fund
|
|
Unallocated
|
|
|
|
|
|
|
|
|
|
|
|
Number
of shares
|
|
18,157,789
|
|
5,542,258
|
|
16,823,333
|
|
5,780,600
|
|
|
|
|
|
|
|
|
|
|
|
Cost
|
|
$
|
439,675
|
|
$
|
39,489
|
|
$
|
378,200
|
|
$
|
41,188
|
|
|
|
|
|
|
|
|
|
|
|
Fair
value
|
|
$
|
545,460
|
|
$
|
166,489
|
|
$
|
551,132
|
|
$
|
189,372
|
|
The
estimated fair value of the ESOP loan as of December 31, 2009 and 2008 was
$25.0 million and $23.3 million, respectively, determined using discounted cash
flow calculations based on current interest rates for instruments with
comparable terms and considering the Plans own credit risk.
4
.
PLAN
TERMINATION
Although
it has not expressed any intent to do so, the Company has the right under the
Plan to discontinue its contributions at any time and to terminate the Plan
subject to the provisions of ERISA.
5
.
TAX
STATUS
The
Internal Revenue Service has determined and informed the Company by a letter,
dated June 25, 2008, that the Plan and related trust were designed in
accordance with applicable sections of the Code. The plan document has been amended and restated
since receiving the determination letter.
The Plans management believes that the Plan is currently designed and
is being operated in compliance with the applicable requirements of the
Code. Therefore, no provision for income
taxes has been included in the Plans financial statements.
10
6
.
INVESTMENTS
The
Plans investments which exceeded 5% of net assets available for benefits as of
December 31, 2009 and 2008, were as follows:
($ in thousands)
|
|
2009
|
|
2008
|
|
|
|
|
|
|
|
Allstate Stock Fund (The Allstate
Corporation common stock) *
|
|
$
|
545,460
|
|
$
|
551,132
|
|
ESOP Company Shares Unallocated
|
|
166,489
|
|
189,372
|
|
Bond Fund (SSgA Passive Bond Market
Index Fund)
|
|
268,962
|
|
256,227
|
|
Balanced Fund (SSgA Allstate Balanced
Fund)
|
|
451,994
|
|
405,239
|
|
S&P 500 Fund (SSgA S&P 500
Flagship Fund)
|
|
589,252
|
|
458,528
|
|
International Equity Fund (SSgA Daily
EAFE Index Fund)
|
|
280,314
|
|
189,625
|
|
Russell 2000 Fund (SSgA Russell 2000
Index Fund)
|
|
274,088
|
|
208,820
|
|
|
|
|
|
|
|
|
|
* Company
contributions are made directly to the Allstate Stock Fund;
Participants
may redirect funds immediately.
During 2009 and 2008, the Plans investments
(including gains and losses on investments bought and sold, as well as held
during the year) appreciated (depreciated) in value as follows:
($ in thousands)
|
|
2009
|
|
2008
|
|
|
|
|
|
|
|
Allstate Stock Fund (The Allstate Corporation
common stock)
|
|
$
|
(44,917
|
)
|
$
|
(292,319
|
)
|
ESOP Company Shares Unallocated
|
|
(15,075
|
)
|
(112,548
|
)
|
Bond Fund (SSgA Passive Bond Market Index Fund)
|
|
15,187
|
|
11,804
|
|
Balanced Fund (SSgA Allstate Balanced Fund)
|
|
63,342
|
|
(94,019
|
)
|
S&P 500 Fund (SSgA S&P 500 Flagship Fund)
|
|
120,367
|
|
(289,165
|
)
|
International Equity Fund (SSgA Daily EAFE Index
Fund)
|
|
59,790
|
|
(172,366
|
)
|
Russell 2000 Fund (SSgA Russell 2000 Index Fund)
|
|
55,115
|
|
(116,549
|
)
|
|
|
|
|
|
|
Total net appreciation (depreciation) in fair
value of investments
|
|
$
|
253,809
|
|
$
|
(1,065,162
|
)
|
The
Stable Value Fund holdings include investment contracts called synthetic
guaranteed investment contracts (GICs) comprised of investments in the common
collective trusts plus a wrapper contract.
The wrapper contract is issued by a financial institution, and the
contract guarantees to provide a specific interest rate to be credited to the
contract plus provide for participant liquidity at contract value in certain
situations.
The
Stable Value Funds wrapper contracts are benefit-responsive and are thus
eligible for contract-value reporting.
Funds may be withdrawn pro-rata from all the Stable Value Funds
investment contracts at contract value determined by the respective issuing
companies to pay benefits and to make participant-directed transfers to other
investment options pursuant to the terms of the Plan after the amounts in the
Stable Value Funds Short-Term Investment Fund reserve are depleted.
The
wrapper contracts wrap underlying assets which are held in the trust and owned
by the Stable Value Fund. The underlying
assets comprised of common collective trusts which may include a variety of
high quality fixed income investments selected by the fund manager consistent
with the Stable Value Funds investment guidelines. High quality, as defined by the Stable Value
Funds investment guidelines, means the average credit quality of all of the
investments backing the Stable Value Fund contracts is AA/Aa or better as
measured by Standard & Poors or Moodys credit rating services. The investments in the common collective
trusts are used to generate the investment returns that are utilized to provide
for interest rates credited through the wrapper contracts.
11
The
wrapper contracts are benefit-responsive wrapper contracts in that they provide
that participants may execute transactions from the Stable Value Fund according
to Plan provisions at contract value. Contract value represents contributions
made to the Stable Value Fund, plus earnings, less participant
withdrawals. The interest rates in
wrapper contracts are reset monthly, based on market rates of other similar
investments, the current yield of the underlying investments, the spread
between the market value and contract value of the investments held by the
contract, and the financial duration of the contract investments. The crediting rate cannot be reset to a level
less than 0%. Certain events, such as
plan termination, or a plan merger initiated by the plan sponsor, or changes to
Plan provisions not approved by the issuers of the Stable Value Funds wrapper
contracts, may limit the ability of the Stable Value Fund to transact at
contract value or may allow for the termination of the wrapper contracts at
less than contract value. Plan
Management does not believe that any events that may limit the ability of the
Stable Value Fund to transact at contract value are probable.
Changes
in market interest rates affect the yield to maturity and the market value of
the investments in the common collective trusts, and thus can have a material
impact on the interest crediting rate.
In addition, participant withdrawals and transfers from the Stable Value
Fund are paid at contract value but funded through the market value liquidation
of the investments in the common collective trusts, which also may affect
future interest crediting rates. If
market interest rates rise and fair values of investments in the common
collective trusts fall, the fair value may be less than the corresponding
contract value. This shortfall in fair
value will be reflected in future crediting rates by amortizing the effect into
the future through an adjustment to interest crediting rates of the wrapper
contracts. Similarly, if market interest
rates fall and fair values of investments in the common collective trusts rise,
the fair values of investments held by the wrapper contract may be greater than
the corresponding contract value. This
excess in fair value will also be reflected in future crediting rates through
an amortization process similar to that when there is a fair value shortfall.
|
|
2009
|
|
2008
|
|
Average yields:
|
|
|
|
|
|
Based on annualized earnings (1)
|
|
3.099
|
%
|
7.033
|
%
|
Based on interest rate credited to participants
(2)
|
|
4.176
|
%
|
4.176
|
%
|
(1)
Computed by dividing the
annualized one-day actual earnings of the investments on the last day of the
plan year by the fair value of the investments on the same date.
(2)
Computed by dividing the
annualized one-day earnings credited to participants on the last day of the
plan year by the fair value of the investments on the same date.
For
purposes of calculating the interest crediting rate, fair value is equal to the
market value of the investments in the common collective trusts. The crediting interest rates ranged from
3.83% to 5.24% at December 31, 2009 and 3.21% to 4.92% at December 31,
2008.
There
are no reserves against contract value credit risk of the contract issuer or
otherwise. The crediting interest rate
is based on current market yields, adjusted upward/downward to amortize
differences between book and market values of the underlying investments. All contracts have a minimum crediting rate
of 0%. The crediting interest rates are
reset monthly. The average yield is a
weighted average of assets held on the last day of the year. The average yield based on book value at December 31,
2009, was 4.43%. The average yield based
on book value at December 31, 2008, was 4.23%.
Plan
investments include collective investment trusts managed by SSgA (SSgA
Investment Funds) which are authorized, by the terms of the applicable trusts,
to participate in securities lending activities through the State Street Global
Securities Lending Program. The
collateral for the loans made by the collective investment trusts is invested
in a collective investment trust known as the Quality Trust for
12
SSgA
Fund (SSgA Collateral Fund). The value
of the underlying investments in the SSgA Collateral Fund, which invests the
collateral received from borrowers in these activities, is included in the fair
value of the SSgA Investment Funds at a $1.00 price per unit. This value of the
underlying investments in the SSgA Investment Funds determines the price at
which participants accounts are transacted.
SSgA
has implemented certain withdrawal limits on SSgA Investment Funds for Fund
level or Plan sponsor directed full or partial redemptions from the SSgA
Investment Funds. Fund level or Plan
sponsor directed redemptions above these thresholds may result in proceeds in
both cash and units of the SsgA Collateral Fund. The limitations currently do
not apply to redemptions based on participant directed activity.
The
table below presents the SSgA Investment Funds authorized to invest in the SSgA
Collateral Fund and the per unit value of those SSgA Investment Funds
reflecting their investment in SSgA Collateral Fund at a $1.00 per unit fair
value, as reported in the Plan Statement of Net Assets Available for Benefits,
and the per unit fair value reflecting the December 31, 2009 fair value of
the investments held by the SSgA Collateral Funds.
($ in thousands)
|
|
Per Unit
Fair Value
at $1.00
price per
unit for
investment
in SSgA
Collateral
Fund as
reported
|
|
Per Unit Fair
Value
reflecting fair
value of
investments
in underlying
SSgA
Collateral
Fund
|
|
Difference in
determination
of Fair Value
|
|
Fair Value
of SSgA
Investment
Funds as
reported
|
|
|
|
|
|
|
|
|
|
|
|
SSgA Investment Funds
|
|
|
|
|
|
|
|
|
|
SSgA Passive Bond Market Index Securities Lending Fund
Series A
|
|
$
|
20.65
|
|
$
|
20.52
|
|
$
|
1,135
|
|
$
|
180,217
|
|
SSgA Allstate Balanced Securities Lending Fund
|
|
18.44
|
|
18.40
|
|
980
|
|
451,994
|
|
SSgA S&P 500 Flagship Securities Lending Fund
Series A
|
|
226.71
|
|
226.40
|
|
544
|
|
397,754
|
|
SSgA Daily EAFE Index Securities Lending Fund
Series T
|
|
17.75
|
|
17.72
|
|
296
|
|
175,317
|
|
SSgA Russell 2000 Index Securities Lending Fund
Series A
|
|
21.43
|
|
21.24
|
|
1,610
|
|
181,647
|
|
Total
|
|
|
|
|
|
$
|
4,565
|
|
$
|
1,386,929
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment
management fees, recordkeeping fees, and trustee fees along with other
administrative expenses charged to the Plan for investments in each of the Plans
investment options are deducted from income earned on a daily basis and are not
separately reflected. Consequently, fees
and expenses are reflected as a reduction of investment return for such
investments.
7.
FAIR
VALUE OF ASSETS AND LIABILITIES
Fair
value is defined as the price that would be received to sell an asset or paid
to transfer a liability in an orderly transaction between market participants
at the measurement date. In determining
fair value, the Plan principally uses the market approach which generally
utilizes market transaction data for the same or similar instruments. To a lesser extent, the Plan uses the income
approach which involves determining fair values from discounted cash flow
methodologies and the cost approach which is based on replacement costs.
13
The hierarchy for inputs used in determining fair value maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that observable inputs be used when available. Assets and liabilities recorded on the Statement of Net Assets Available for Benefits at fair value are categorized in the fair value hierarchy based on the observability of inputs to the valuation techniques as follows:
Level 1:
Assets and liabilities whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market that the Plan can access.
Level 2:
Assets and liabilities whose values are based on the following:
(1)
Quoted prices for similar assets or liabilities in active markets;
(2)
Quoted prices for identical or similar assets or liabilities in markets that are not active; or
(3)
Valuation models whose inputs are observable, directly or indirectly, for substantially the full term of the asset or liability.
Level 3:
Assets and liabilities whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. Unobservable inputs reflect the Plans estimates of the assumptions that market participants would use in valuing the assets and liabilities.
The availability of observable inputs varies by instrument. In situations where fair value is based on internally developed pricing models or inputs that are unobservable in the market, the determination of fair value requires more judgment. The degree of judgment exercised by the Plan in determining fair value is typically greatest for instruments categorized in Level 3. In many instances, valuation inputs used to measure fair value fall into different levels of the fair value hierarchy. The category level in the fair value hierarchy is determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Plan uses prices and inputs that are current as of the measurement date, including during periods of market disruption. In periods of market disruption, the ability to observe prices and inputs may be reduced for many instruments. This condition could cause an instrument to be reclassified from Level 1 to Level 2, or from Level 2 to Level 3.
Summary of Significant Valuation Techniques for Assets and Liabilities on a Recurring Basis
Level 1 Measurements
The Allstate Corporation Common Stock:
The Companys common stock is actively traded in the New York Stock Exchange and is valued based on unadjusted quoted prices.
Level 2 Measurements
SSgA Passive Bond Market Fund, SSgA Allstate Balanced Fund, SSgA S&P 500 Flagship Fund, SSgA Daily EAFE Index Fund, SSgA Russell 2000 Index Fund:
Comprise funds that have daily quoted net asset values for identical assets that the Plan can access that are traded in markets that are not active. The net asset values are primarily derived based on the fair values of the underlying investments in the fund some of which are not actively traded.
Collective Short-Term Investment Fund:
Comprise funds that have daily quoted net asset values for identical assets that the Plan can access that are traded in markets that are not active. The net asset values are derived based on the fair values of the underlying investments in the fund some of which
14
are not actively traded. A portion of the Collective Short-Term Investment Fund is deemed part of the Stable Value Fund.
Invesco Institutional (N.A.) Inc. Stable Value Fund Common Collective Trusts:
A component of the Stable Value Fund which comprise funds that have daily quoted net asset values for identical assets that the Plan can access and are traded in markets that are not active. The net asset values are derived based on the fair values of the underlying investments in the fund some of which are not actively traded.
Participant Note Receivable:
Amortized cost used as an estimate of fair value.
Level 3 Measurements
Invesco Institutional (N.A.) Inc. Stable Value Fund Wrappers:
A component of the Stable Value Fund which comprise various wrappers that are valued based on a discounted cash flow methodology that is widely accepted. The discounted cash flow methodology uses inputs such as the change in replacement costs for the wrappers obtained from the wrapper providers which are unobservable, and a discount rate (which includes swap yields, duration, and a credit rating adjustment for the wrapper providers).
The following table summarizes the Plans assets measured at fair value on a recurring basis as of December 31, 2009:
($ in thousands)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
The Allstate Corporation Common Stock
|
|
$
|
711,949
|
|
$
|
|
|
$
|
|
|
$
|
711,949
|
|
Invesco Institutional (N.A.) Inc. Stable Value Fund
|
|
|
|
709,062
|
|
963
|
|
710,025
|
|
SSgA Passive Bond Market Index Fund
|
|
|
|
268,962
|
|
|
|
268,962
|
|
SSgA Allstate Balanced Fund
|
|
|
|
451,994
|
|
|
|
451,994
|
|
SSgA S&P 500 Flagship Fund
|
|
|
|
589,252
|
|
|
|
589,252
|
|
SSgA Daily EAFE Index Fund
|
|
|
|
280,314
|
|
|
|
280,314
|
|
SSgA Russell 2000 Index Fund
|
|
|
|
274,088
|
|
|
|
274,088
|
|
Collective short-term investment fund
|
|
|
|
17,277
|
|
|
|
17,277
|
|
Participant notes receivable
|
|
|
|
94,538
|
|
|
|
94,538
|
|
Total assets at fair value
|
|
$
|
711,949
|
|
$
|
2,685,487
|
|
$
|
963
|
|
$
|
3,398,399
|
|
% of Total assets at fair value
|
|
21.0
|
%
|
79.0
|
%
|
0.0
|
%
|
100.0
|
%
|
15
The following table summarizes the Plans assets measured at fair value on a recurring basis as of December 31, 2008:
($ in thousands)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
The Allstate Corporation Common Stock
|
|
$
|
740,504
|
|
$
|
|
|
$
|
|
|
$
|
740,504
|
|
Invesco Institutional (N.A.) Inc. Stable Value Fund
|
|
|
|
681,564
|
|
899
|
|
682,463
|
|
SSgA Passive Bond Market Index Securities Lending
|
|
|
|
|
|
|
|
|
|
Fund Series A
|
|
|
|
256,227
|
|
|
|
256,227
|
|
SSgA Allstate Balanced Securities Lending Fund
|
|
|
|
405,239
|
|
|
|
405,239
|
|
SSgA S&P 500 Flagship Securities Lending Fund Series A
|
|
|
|
458,528
|
|
|
|
458,528
|
|
SSgA Daily EAFE Index Securities Lending Fund Series T
|
|
|
|
189,625
|
|
|
|
189,625
|
|
SSgA Russell 2000 Index Securities Lending Fund Series A
|
|
|
|
208,820
|
|
|
|
208,820
|
|
Collective short-term investment fund
|
|
|
|
26,994
|
|
|
|
26,994
|
|
Participant notes receivable
|
|
|
|
93,765
|
|
|
|
93,765
|
|
Total assets at fair value
|
|
$
|
740,504
|
|
$
|
2,320,762
|
|
$
|
899
|
|
$
|
3,062,165
|
|
% of Total assets at fair value
|
|
24.2
|
%
|
75.8
|
%
|
0.0
|
%
|
100.0
|
%
|
When the inputs used to measure fair value fall into different levels of the fair value hierarchy, the categorization is based on the lowest level input that is significant to the fair value measurement in its entirety. Thus, a Level 3 fair value measurement may include inputs that are observable (Level 1 or Level 2) and unobservable (Level 3).
The following table provides a summary of changes in fair value during the year ended December 31, 2009 of Level 3 assets and liabilities held at fair value on a recurring basis. Net transfers in and/or out of Level 3 are reported as having occurred at the beginning of the period the transfer occurred; therefore, for all transfers into Level 3, all realized and unrealized gains and losses in the period of transfer are reflected in the table below.
($ in thousands)
|
|
Balance as of
December 31,
2008
|
|
Net appreciation
(depreciation) of
investments included in
the Statement of
Changes of Net Assets
Available for Benefits
|
|
Purchases,
sales,
issuances and
settlements,
net
|
|
Net
transfers
in and/or
(out) of
Level 3
|
|
Balance as of
December 31, 2009
|
|
Invesco Institutional (N.A.) Inc. Stable Value Fund Wrapper
|
|
$
|
899
|
|
$
|
64
|
|
$
|
|
|
$
|
|
|
$
|
963
|
|
Total recurring Level 3
|
|
$
|
899
|
|
$
|
64
|
|
$
|
|
|
$
|
|
|
$
|
963
|
|
16
The following table provides a summary of changes in fair value during the year ended December 31, 2008 of Level 3 assets and liabilities held at fair value on a recurring basis.
($ in thousands)
|
|
Balance as of
January 1, 2008
|
|
Net appreciation
(depreciation) of
investments included in
the Statement of
Changes of Net Assets
Available for Benefits
|
|
Purchases,
sales,
issuances and
settlements,
net
|
|
Net
transfers
in and/or
(out) of
Level 3
|
|
Balance as of
December 31, 2008
|
|
Invesco Institutional (N.A.) Inc.
Stable Value Fund Wrapper
|
|
$
|
|
|
$
|
899
|
|
$
|
|
|
$
|
|
|
$
|
899
|
|
Total recurring Level 3
|
|
$
|
|
|
$
|
899
|
|
$
|
|
|
$
|
|
|
$
|
899
|
|
Net appreciation (depreciation) of investments included in the Statement of Change of Net Assets Available for Benefits relate to investments still held at December 31, 2009 and 2008.
8.
RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for benefits per the financial statements to the amounts that will be included in the Form 5500 as of December 31, 2009 and amounts per the filed Form 5500 as of December 31, 2008:
($ in thousands)
|
|
2009
|
|
2008
|
|
Net assets available for benefits per the financial statements
|
|
$
|
3,352,158
|
|
$
|
3,042,104
|
|
Adjustments from contract value to fair value for fully benefit-responsive investment contracts
|
|
23,092
|
|
(17,204
|
)
|
|
|
|
|
|
|
Net assets available for benefits per the Form 5500
|
|
$
|
3,375,250
|
|
$
|
3,024,900
|
|
The following is a reconciliation of net investment income per the financial statements to the amounts that will be included in the Form 5500 for the year ended December 31, 2009 and amounts per the filed Form 5500 as of December 31, 2008:
($ in thousands)
|
|
2009
|
|
2008
|
|
Total net investment income (loss) per the financial statements
|
|
$
|
303,490
|
|
$
|
(998,210
|
)
|
Adjustments from contract value to fair value for fully benefit-responsive investment contracts
|
|
40,297
|
|
(20,800
|
)
|
|
|
|
|
|
|
Total net investment income (loss) per the Form 5500
|
|
$
|
343,787
|
|
$
|
(1,019,010
|
)
|
The Form 5500 for 2009 will be prepared and filed by the Plan in accordance with Internal Revenue Service requirements.
9.
RELATED-PARTY TRANSACTIONS
The Plan invests in The Northern Trust Collective Short Term Investment Fund, managed by The Northern Trust Company, the trustee of the Plan. The Plan is not charged directly for investment management services associated with this fund. The Plan also invests in the common stock of The Allstate Corporation, the Plans sponsor, as referenced in the Statements of Net Assets Available for Benefits.
******
17
ALLSTATE 401(k) SAVINGS PLAN
FORM 5500SCHEDULE H, PART IV, LINE 4i
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2009
|
|
|
|
(c) Description of investment ,
|
|
|
|
|
|
|
|
|
|
including maturity date,
|
|
|
|
|
|
|
|
(b) Identity of issue, borrower,
|
|
rate of interest, collateral,
|
|
|
|
|
|
(a)
|
|
lessor, or similar party
|
|
par, or maturity value
|
|
(d) Cost
|
|
(e) Current Value
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
The Allstate Corporation common stock
|
|
23,700,047 shares
|
|
$
|
479,164,802
|
|
$
|
711,949,412
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Invesco Allstate Stable Value Fund:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
The Northern Trust Collective Short Term Investment Fund No. 22-19589
|
|
17,592,088 shares
|
|
17,592,088
|
|
17,592,088
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IGT MxMgr A+ Int G/C Common Collective Trust
|
|
86,970,591 shares
|
|
107,186,599
|
|
117,721,392
|
|
|
|
ING Life & Annuity Wrapper
|
|
ING Life & Annuity No. 60256
|
|
|
|
158,979
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IGT Invesco Short Term Bond Common Collective Trust
|
|
77,335,932 shares
|
|
95,952,685
|
|
109,146,289
|
|
|
|
JP Morgan Chase Wrapper
|
|
JP Morgan Chase No. AALLSTATE-S
|
|
|
|
198,997
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IGT MxMgr A+ Core Common Collective Trust
|
|
48,889,016 shares
|
|
59,108,428
|
|
64,745,191
|
|
|
|
JP Morgan Chase Wrapper
|
|
JP Morgan Chase No. ALLSTATE-MCA
|
|
|
|
204,235
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IGT Invesco Short Term Bond Common Collective Trust
|
|
75,705,642 shares
|
|
93,881,163
|
|
106,845,416
|
|
|
|
Monumental Wrapper
|
|
Monumental No. MDA-00714TR
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IGT Invesco Short Term Bond Common Collective Trust
|
|
77,334,795 shares
|
|
96,553,507
|
|
109,144,685
|
|
|
|
Pacific Life Insurance Wrapper
|
|
Pacific Life Insurance No. G-26930.01.0001
|
|
|
|
75,061
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IGT MxMgr A+ Core Common Collective Trust
|
|
33,955,110 shares
|
|
41,020,074
|
|
44,967,771
|
|
|
|
Pacific Life Insurance Wrapper
|
|
Pacific Life Insurance No. G-26930.02.001
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IGT MxMgr A+ Int G/C Common Collective Trust
|
|
102,616,035 shares
|
|
115,103,706
|
|
138,898,705
|
|
|
|
State Street Bank Wrapper
|
|
State Street Bank No. 105027
|
|
|
|
326,080
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Continued)
19
ALLSTATE 401(k) SAVINGS PLAN
FORM 5500SCHEDULE H, PART IV, LINE 4i
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2009
|
|
|
|
(c) Description of investment,
|
|
|
|
|
|
|
|
|
|
including maturity date,
|
|
|
|
|
|
|
|
(b) Identity of issue, borrower,
|
|
rate of interest, collateral,
|
|
|
|
|
|
(a)
|
|
lessor, or similar party
|
|
par, or maturity value
|
|
(d) Cost
|
|
(e) Current Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
State Street Global Advisors (SSgA):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SSgA Passive Bond Market Index Securities Lending Series Fund - Class A
|
|
8,727,221 shares
|
|
$
|
153,386,290
|
|
$
|
180,217,110
|
|
|
|
SSgA Passive Bond Market Index Non-Lending Series Fund - Class A
|
|
8,464,830 shares
|
|
87,966,550
|
|
88,745,280
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SSgA Allstate Balanced Fund
|
|
24,515,600 shares
|
|
314,299,032
|
|
451,994,114
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SSgA S&P 500 Flagship Securities Lending Series Fund - Class A
|
|
1,754,476 shares
|
|
362,721,854
|
|
397,753,664
|
|
|
|
SSgA S&P 500 Flagship Non-Lending Series Fund - Class A
|
|
10,409,216 shares
|
|
175,565,912
|
|
191,498,353
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SSgA Daily EAFE Index Securities Lending Series Fund - Class T
|
|
9,878,679 shares
|
|
166,932,214
|
|
175,316,911
|
|
|
|
SSgA Daily EAFE Index Non-Lending Series Fund - Class A
|
|
8,288,988 shares
|
|
98,865,506
|
|
104,996,618
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SSgA Russell 2000 Index Securities Lending Series Fund - Class A
|
|
8,475,884 shares
|
|
167,266,834
|
|
181,646,670
|
|
|
|
SSgA Russell 2000 Index Non-Lending Series Fund - Class A
|
|
4,970,500 shares
|
|
84,745,341
|
|
92,441,366
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
The Northern Trust Collective Short Term Investment Fund No. 22-44460 and No. 22-41639
|
|
17,276,678 shares
|
|
17,276,678
|
|
17,276,678
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Participant loans
|
|
Rates of interest from 3.25% to 9.5% maturing through 2024
|
|
94,537,913
|
|
94,537,913
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
$
|
2,829,127,176
|
|
$
|
3,398,398,978
|
|
*
Permitted party in interest.
(Concluded)
20
SIGNATURES
The Plan.
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
|
ALLSTATE 401(k) SAVINGS PLAN
|
|
|
|
|
|
By
|
/s/ John OMalley
|
|
|
John OMalley
|
|
|
Plan Administrator
|
|
|
Date: June 22, 2010
|
|
21
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