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, 2005
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:

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 STE. E-5
NORTHBROOK, ILLINOIS 60062-6127

 

 

 

The Savings and
Profit Sharing Fund of
Allstate Employees

Financial Statements as of and for the
Years Ended December 31, 2005 and 2004,
Supplemental Schedule as of
December 31, 2005, and
Report of Independent
Registered Public Accounting Firm

 

 

THE SAVINGS AND PROFIT SHARING FUND OF
ALLSTATE EMPLOYEES

TABLE OF CONTENTS

Report of Independent Registered Public Accounting Firm		1
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits as of December 31, 2005 and 2004		2-3
Statements of Changes in Net Assets Available for Benefits for the Years Ended December 31, 2005 and 2004		4-5
Notes to Financial Statements as of and for the Years Ended December 31, 2005 and 2004		6-10
SUPPLEMENTAL SCHEDULE:		11
Form 5500—Schedule H, Part IV, Line 4i—Schedule of Assets (Held at End of Year) as of December 31, 2005		12
SIGNATURE		13
EXHIBIT INDEX

 

23           Consent of Independent Registered Public Accounting Firm

NOTE:            All other supplemental schedules required by Section 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable.

 

[DELOITTE & TOUCHE LLP LETTERHEAD]

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

We have audited the accompanying Statements of Net Assets Available for Benefits of The Savings and Profit Sharing Fund of Allstate Employees (the “Fund”) as of December 31, 2005 and 2004, 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 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 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 Fund 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 Fund’s 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 Fund as of December 31, 2005 and 2004, 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 of assets (held at end of year) as of December 31, 2005, 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 audit 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

June 16, 2006
Chicago, Illinois

1

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THE SAVINGS AND PROFIT SHARING FUND OF
ALLSTATE EMPLOYEES

STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2005
(Dollars in thousands)

		Supplementary Information
								ESOP
		Participant-			Allstate			Company
		Directed			Stock			Shares
		Funds			Fund			Unallocated			Total
ASSETS
Investments—At fair value:
The Allstate Corporation common stock		$	—		$	946,693		$	580,061		$	1,526,754
INVESCO Institutional (N.A.) Inc. Stable Value Fund		427,044									427,044
Interest in registered investment company, State Street Global Advisors (“SSgA”):
SSgA Short Term Investment Fund		—									—
SSgA Bond Market Index Fund Series A		172,306									172,306
SSgA Allstate Balanced Fund		569,217									569,217
SSgA S&P 500 Flagship Fund Series A		723,921									723,921
SSgA Daily EAFE Fund Series T		221,188									221,188
SSgA Russell 2000 Fund Series A		317,792									317,792
Collective short-term investment fund					2,333			7,229			9,562
Participant notes receivable		93,771									93,771
Total investments		2,525,239			949,026			587,290			4,061,555
Receivables:
Dividends and interest		1,585			5,547			3,458			10,590
Employer contributions								5,250			5,250
Employee contributions		26			3						29
Other					3,439						3,439
Interfund					47,021						47,021
Total receivables		1,611			56,010			8,708			66,329
Total assets		2,526,850			1,005,036			595,998			4,127,884
LIABILITIES
ESOP loan (Notes 1 and 3)								53,818			53,818
Payables:
Interest								1,063			1,063
Other		2,130			121						2,251
Interfund								47,021			47,021
Total liabilities		2,130			121			101,902			104,153
NET ASSETS AVAILABLE FOR BENEFITS		$	2,524,720		$	1,004,915		$	494,096		$	4,023,731

 

See notes to financial statements.

2

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THE SAVINGS AND PROFIT SHARING FUND OF
ALLSTATE EMPLOYEES

STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2004
(Dollars in thousands)

		Supplementary Information
								ESOP
		Participant-			Allstate			Company
		Directed			Stock			Shares
		Funds			Fund			Unallocated			Total
ASSETS
Investments—At fair value:
The Allstate Corporation common stock		$	—		$	921,827		$	661,311		$	1,583,138
Interest in registered investment company, State Street Global Advisors (“SSgA”):
SSgA Short Term Investment Fund		371,964									371,964
SSgA Bond Market Index Fund Series A		155,297									155,297
SSgA Allstate Balanced Fund		565,713									565,713
SSgA S&P 500 Flagship Fund Series A		680,461									680,461
SSgA Daily EAFE Fund Series T		157,700									157,700
SSgA Russell 2000 Fund Series A		326,206									326,206
Collective short-term investment fund					3,752			6,429			10,181
Participant notes receivable		88,098									88,098
Total investments		2,345,439			925,579			667,740			3,938,758
Receivables:
Dividends and interest		671			4,944			3,591			9,206
Employer contributions					5,250			7,900			13,150
Employee contributions		10,304			1,126						11,430
Interfund					106,457						106,457
Total receivables		10,975			117,777			11,491			140,243
Total assets		2,356,414			1,043,356			679,231			4,079,001
LIABILITIES
ESOP loan (Notes 1 and 3)								70,271			70,271
Payables:
Interest								1,388			1,388
Other		456			127						583
Interfund								106,457			106,457
Total liabilities		456			127			178,116			178,699
NET ASSETS AVAILABLE FOR BENEFITS		$	2,355,958		$	1,043,229		$	501,115		$	3,900,302

 

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
FOR THE YEAR ENDED DECEMBER 31, 2005
(Dollars in thousands)

		Supplementary Information
								ESOP
		Participant-			Allstate			Company
		Directed			Stock			Shares
		Funds			Fund			Unallocated			Total
ADDITIONS:
Net investment Income:
Net appreciation in fair value of investments		$	92,283		$	47,330		$	25,211		$	164,824
Interest		18,428			197			143			18,768
Dividends					24,329			13,732			38,061
Net investment income		110,711			71,856			39,086			221,653
Contributions:
Participants		158,246			24,724						182,970
Employer—ESOP loan debt service
Employer—cash matched on participant contributions					104			5,254			5,358
Total contributions		158,246			24,828			5,254			188,328
Allocation of company shares—shares matched on participant deposits at fair value					38,783			(38,783		)	—
Total additions		268,957			135,467			5,557			409,981
DEDUCTIONS
Benefits paid to participants		182,832			95,349						278,181
Interest expense								4,334			4,334
Administrative expense		2,944			1,093						4,037
Total deductions		185,776			96,442			4,334			286,552
NET INCREASE		83,181			39,025			1,223			123,429
INTERFUND TRANSFERS		85,581			(77,339		)	(8,242		)	—
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year		2,355,958			1,043,229			501,115			3,900,302
End of year		$	2,524,720		$	1,004,915		$	494,096		$	4,023,731

 

See notes to financial statements.

4

THE SAVINGS AND PROFIT SHARING FUND OF
ALLSTATE EMPLOYEES

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2004
(Dollars in thousands)

		Supplementary Information
								ESOP
		Participant-			Allstate			Company
		Directed			Stock			Shares
		Funds			Fund			Unallocated			Total
ADDITIONS
Net investment income:
Net appreciation in fair value of investments		$	180,248		$	164,096		$	111,241		$	455,585
Interest		9,052			59			51			9,162
Dividends					21,223			14,321			35,544
Net investment income		189,300			185,378			125,613			500,291
Contributions:
Participants		153,746			19,113						172,859
Employer—ESOP loan debt service								7,900			7,900
Employer—cash matched on participant contributions					5,323						5,323
Total contributions		153,746			24,436			7,900			186,082
Allocation of company shares—shares matched on participant deposits at fair value					106,457			(106,457		)	—
Total additions		343,046			316,271			27,056			686,373
DEDUCTIONS
Benefits paid to participants		152,450			72,298						224,748
Interest expense								5,737			5,737
Administrative expense		3,052			1,050						4,102
Total deductions		155,502			73,348			5,737			234,587
NET INCREASE		187,544			242,923			21,319			451,786
INTERFUND TRANSFERS		90,004			(90,004		)				—
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year		2,078,410			890,310			479,796			3,448,516
End of year		$	2,355,958		$	1,043,229		$	501,115		$	3,900,302

 

See notes to financial statements.

5

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THE SAVINGS AND PROFIT SHARING FUND OF
ALLSTATE EMPLOYEES

NOTES TO FINANCIAL STATEMENTS
AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004

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, with the exception of those employed by the Company’s international subsidiaries and Sterling Collision Centers, Inc. 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 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 Fund is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).

Administration—The Fund is administered by the 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 Compensation and Succession Committee of the Board of Directors of 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 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 amounts representing distributions from other qualified defined benefit or defined contribution plans. The Company contributes, at its discretion, from 50% to 150% of the first 5% of eligible compensation that a participant contributes on a pre-tax basis to the Fund. 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 Fund at any time. During the years ended December 31, 2005 and 2004, the Company’s matching contributions were 50% and 125%, 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 employer’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.

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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 current seven investment options listed below. Participants may change their investment elections at any time.

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.

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 a number of high-quality fixed income investments, including: (i) investment contracts issued by a diversified group of insurance companies, banks, and other institutions; and (ii) publicly and privately issued fixed, floating, and variable rate obligations of select entities. The fund became available August 2, 2005.

Bond Fund—The fund, managed by State Street Global Advisors (“SSgA”), a registered investment company, 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—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.

Money Market Fund—The fund that was managed by SSgA, invested in shares of a commingled trust that invests in short-term securities. This fund was terminated as an investment option on August 1, 2005, and assets were transferred into the Stable Value Fund.

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 participant’s account balance and bear interest at the prime rate. Principal and interest are paid by participants ratably through payroll deductions.

Employee Stock Ownership Plan—The Company has a leveraged ESOP. The ESOP loan (the “ESOP Loan”) bears interest at 7.9%.

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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 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 account balance. Partial withdrawals are also permitted under the Fund subject to restrictions.

2.                      SUMMARY OF ACCOUNTING POLICIES

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

Use of Estimates—The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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, except for investment contracts in the Stable Value Fund as described in Note 6 below. 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 is valued at market price. 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 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 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, 2005 and 2004, 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%. There are no principal payments required on the loan during the next five years.

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The following table presents additional information, at December 31, 2005 and 2004, for the Fund’s investment in The Allstate Corporation common stock held in the Allstate Stock Fund and the ESOP Company Shares Unallocated (dollars in thousands):

		2005						2004
					ESOP						ESOP
		Allstate			Company			Allstate			Company
		Stock			Shares			Stock			Shares
		Fund			Unallocated			Fund			Unallocated
Number of shares		17,508,659			10,727,967			17,823,406			12,786,370
Cost		$	316,809		$	76,438		$	249,443		$	91,104
Fair value		$	946,693		$	580,061		$	921,827		$	661,311

 

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 the provisions of ERISA.

5.                      TAX STATUS

The Internal Revenue Service has determined and informed the Company by a letter, dated November 18, 2003, that the Fund and related trust were designed in accordance with applicable sections of the Code. The plan administrator and internal counsel at the Company believe that the Fund 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 Fund’s financial statements.

6.                      INVESTMENTS

The Fund’s investments which exceeded 5% of net assets available for benefits as of December 31, 2005 and 2004, are as follows (dollars in thousands):

*                    Partially nonparticipant-directed

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Statement of Financial Accounting Standards No. 107, Disclosures about Fair Value of Financial Instruments, defines the fair value of a financial instrument as the amounts at which the instruments could be exchanged in a current transaction between willing parties. The carrying value of all the financial instruments of the Fund are at fair market value, except for the investment contracts included in the Stable Value Fund.

The Stable Value Fund is benefit responsive and is thus subject to contract-value reporting. Funds may be withdrawn pro rata from all the investment contracts at contract value determined by the respective issuing companies to pay benefits and to make participant-directed transfers to other funds pursuant to the terms of the Fund after the amounts in the Stable Value Fund’s Short-Term Investment Fund reserve are depleted.

The fair value and contract value (dollars in thousands) of the investment contracts within the Stable Value Fund were $423,661 and $427,044, respectively, at December 31, 2005. For synthetic Guaranteed Investment Contracts, fair value is equal to the market value of the underlying security plus any accrued income. The crediting interest rates on investment contracts held within the Stable Value Fund ranged from 3.98% to 5.30% at December 31, 2005.

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 bonds. All contracts have a minimum crediting rate of 0%. The crediting interest rates are reset monthly. The average yield from August 2, 2005 through December 31, 2005 was 4.66%.

During 2005 and 2004, 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 (dollars in thousands):

 

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.

******

10

 

 

SUPPLEMENTAL SCHEDULE

 

 

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THE SAVINGS AND PROFIT SHARING FUND OF
ALLSTATE EMPLOYEES

FORM 5500—SCHEDULE H, PART IV, LINE 4i—
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2005

				(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		28,236,626 shares		$393,246,946		$1,526,754,368
		INVESCO Allstate Stable Value Fund
		IXIS Financial #1928-1		68,756,552 shares of IGT MxMgr A+ Int G/C Common Collective Trust		73,040,470		73,759,004
		IXIS Financial Wrapper						687,618
		JP Morgan Chase #AALLSTATE-S		46,139,329 shares of IGT INVESCO Short Term Bond Common Collective Trust		52,338,877		52,885,775
		JP Morgan Chase Wrapper						381,736
		Monumental #MDA-00714TR		43,614,586 shares of IGT INVESCO Short Term Bond Common Collective Trust		49,531,433		49,991,867
		Monumental Wrapper						347,746
		Pacific Life Insurance #g-26930.01.0001		72,660,852 shares of IGT INVESCO AAA ABS Common Collective Trust		86,479,217		87,485,992
		Pacific Life Insurance Wrapper						409,353
		State Street Bank #105027		68,756,189 shares of IGT MxMgr A+ Int G/C Common Collective Trust		73,040,085		73,758,614
		State Street Bank Wrapper						688,249
		UBS AG #5211		58,017,272 shares of IGT MxMgr A+ Core Common Collective Trust		62,641,570		63,289,243
		UBS AG Wrapper						696,345
		Monumental #MDA-00715TR		144,696 shares in the Short Term Investment Fund		144,696		144,696
		US Treasury Note cusip 912828CE8		Coupon rate 3.125%, maturity date 4/15/2009, par value 4,000,000		3,909,844		3,874,910
		US Treasury Note cusip 912828DT4		Coupon rate 3.75%, maturity date 5/15/2008, par value 5,000,000		4,937,695		4,953,249
		Monumental Wrapper						172,171
*		The Northern Trust Collective Short Term Investment Fund #22-19589		13,517,515 shares		13,517,515		13,517,515
		Interest in registered investment company, State Street Global Advisors (SSgA):
		SSgA Passive Bond Market Index Securities Lending Fund Series A		10,443,412 shares		156,128,731		172,305,850
		SSgA Allstate Balanced Fund		34,771,960 shares		396,399,531		569,216,982
		SSgA S&P 500 Flagship Fund Series A		3,118,751 shares		587,945,182		723,921,451
		SSgA EAFE Securities Lending Fund Series T		13,185,560 shares		173,490,760		221,187,765
		SSgA Russell 2000 Index Securities Lending Fund Series A		14,656,950 shares		255,492,514		317,791,998
*		The Northern Trust Collective Short Term Investment Fund		9,561,121 shares		9,561,121		9,561,121
*		Participant loans		rates of interest from 4% to 9.5% maturing 2005 through 2020		93,771,182		93,771,182
		Total				$2,485,617,369		$4,061,554,800

 

*              Permitted party-in-interest.

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