-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, A2Kv/ZhhKDCgvy6hnIyMKsEQ4ItdZj3k7XWpnErzSd+MuJ9ehHxj0ubmWRPpcEHm qNcLJdPcudFG9gsfpV4faA== 0000950134-08-011237.txt : 20080613 0000950134-08-011237.hdr.sgml : 20080613 20080613163317 ACCESSION NUMBER: 0000950134-08-011237 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20071231 FILED AS OF DATE: 20080613 DATE AS OF CHANGE: 20080613 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORDSTROM INC CENTRAL INDEX KEY: 0000072333 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-FAMILY CLOTHING STORES [5651] IRS NUMBER: 910515058 STATE OF INCORPORATION: WA FISCAL YEAR END: 0208 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15059 FILM NUMBER: 08898565 BUSINESS ADDRESS: STREET 1: 1700 SEVENTH AVENUE STREET 2: SUITE 1300 CITY: SEATTLE STATE: WA ZIP: 98101-4407 BUSINESS PHONE: 2066282111 MAIL ADDRESS: STREET 1: PO BOX 1770 CITY: SEATTLE STATE: WA ZIP: 98111 FORMER COMPANY: FORMER CONFORMED NAME: NORDSTROM BEST INC DATE OF NAME CHANGE: 19730611 11-K 1 v41438e11vk.htm FORM 11-K e11vk
Table of Contents

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
     
þ   ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2007
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 001-15059
A. Full title of the plan and the address of the plan, if different from that of the issuer below:
Nordstrom 401(k) Plan & Profit Sharing
B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
Nordstrom, Inc.
1617 Sixth Avenue, Seattle, Washington 98101
 
 

 


TABLE OF CONTENTS

SIGNATURES
FORM 11-K EXHIBIT INDEX
EXHIBIT 23.1
EXHIBIT 99.1


Table of Contents

Required Information
1. Not applicable
2. Not applicable
3. Not applicable
4. The Nordstrom 401(k) Plan & Profit Sharing is subject to the requirements of the Employee Retirement Income Security Act of 1974 (“ERISA”). Plan financial statements and schedules prepared in accordance with the financial reporting requirements of ERISA are filed as Exhibit 99.1.
     The Consent of Independent Registered Public Accounting Firm is filed as Exhibit 23.1.
The Exhibit Index is located on page 4

2


Table of Contents

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the administrators of the employee benefit plan have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
         
  Nordstrom 401(k) Plan & Profit Sharing    
 
Date: June 13, 2008  /s/ Michael G. Koppel    
  Michael G. Koppel    
  Executive Vice President and
Chief Financial Officer
of Nordstrom, Inc.

Plan Administrator of Nordstrom
401(k) Plan & Profit Sharing 
 

3


Table of Contents

         
Nordstrom 401(k) Plan & Profit Sharing
FORM 11-K Exhibit Index
This exhibit list is provided pursuant to the requirement of the Securities Exchange Act section 240.0-3.
         
Exhibit       Method of Filing
23.1
  Consent of Independent Registered Public Accounting Firm   Filed herewith electronically
 
       
99.1
  Nordstrom 401(k) Plan & Profit Sharing Financial Statements   Filed herewith electronically
 
       
99.2
  Nordstrom 401(k) Plan & Profit Sharing, as amended and restated on January 1, 2004   Incorporated by reference from the Nordstrom, Inc. Annual Report on Form 11-K for the year ended December 31, 2003, Exhibit 99.2
 
       
99.3
  Amendment 2005-1 to the Nordstrom 401(k) Plan & Profit Sharing dated January 1, 2004   Incorporated by reference from the Nordstrom, Inc. Annual Report on Form 10-K for the year ended January 28, 2006, Exhibit 10.6
 
       
99.4
  Amendment 2005-2 to the Nordstrom 401(k) Plan & Profit Sharing dated January 1, 2004   Incorporated by reference from the Nordstrom, Inc. Annual Report on Form 10-K for the year ended January 28, 2006, Exhibit 10.7
 
       
99.5
  Amendment 2007-1 to the Nordstrom 401(k) Plan & Profit Sharing dated January 1, 2004   Incorporated by reference from the Nordstrom, Inc. Quarterly Report on Form 10-Q for the quarter ended May 3, 2008, Exhibit 10.3

4

EX-23.1 2 v41438exv23w1.htm EXHIBIT 23.1 exv23w1
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement Nos. 033-18321, 333-63403, 333-79791, 333-40064, 333-40066, 333-101110, and 333-118756, each of Nordstrom, Inc. and subsidiaries, of our report dated June 13, 2008, appearing in the Annual Report on Form 11-K of Nordstrom 401(k) Plan & Profit Sharing for the year ended December 31, 2007.
/s/ DELOITTE & TOUCHE LLP
Seattle, WA
June 13, 2008

EX-99.1 3 v41438exv99w1.htm EXHIBIT 99.1 exv99w1
Exhibit 99.1
Nordstrom 401(k) Plan &
Profit Sharing
Financial Statements as of and for the Years Ended
December 31, 2007 and 2006, and Supplemental Schedule as of
December 31, 2007, and
Report of Independent Registered Public Accounting Firm

 


 

NORDSTROM 401(k) PLAN & PROFIT SHARING
         
TABLE OF CONTENTS    
 
    Page
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
    1  
 
       
FINANCIAL STATEMENTS:
       
 
       
Statements of Net Assets Available for Benefits as of December 31, 2007 and 2006
    2  
 
       
Statements of Changes in Net Assets Available for Benefits for the Years Ended
       
December 31, 2007 and 2006
    3  
 
       
Notes to Financial Statements as of and for the Years Ended December 31, 2007 and 2006
    4  
 
       
SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 2007:
       
 
       
Form 5500, Schedule H, Part IV, Line 4i — Schedule of Assets (Held at End of Year)
    12  
 
       
All other 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.

 


 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Retirement Committee
Nordstrom 401(k) Plan & Profit Sharing
Seattle, WA
We have audited the accompanying statements of net assets available for benefits of Nordstrom 401(k) Plan & Profit Sharing (the “Plan”) as of December 31, 2007 and 2006, 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 Plan’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 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 Plan’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 Plan as of December 31, 2007 and 2006, 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, 2007, 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 supplemental schedule is the responsibility of the Plan’s management. Such schedule has been subjected to the auditing procedures applied in our audit of the basic 2007 financial statements and, in our opinion, is fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole.
/s/ DELOITTE & TOUCHE LLP
Seattle, WA
June 13, 2008

- 1 -


 

NORDSTROM 401(k) PLAN & PROFIT SHARING
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2007 AND 2006

(dollars in thousands)
                 
    2007     2006  
ASSETS:
               
Participant-directed investments — at fair value
  $ 1,770,992     $ 1,701,767  
Employer contributions receivable
    50,649       59,890  
Accrued interest and dividends receivable
    1,439       462  
Other assets
    2,169       2,169  
 
           
 
Total assets
    1,825,249       1,764,288  
 
           
 
               
LIABILITIES:
               
Trustee and administrative fees payable
    1,579       579  
Excess contributions payable to participants
    567       868  
 
           
 
Total liabilities
    2,146       1,447  
 
           
 
NET ASSETS AVAILABLE FOR BENEFITS AT FAIR VALUE
    1,823,103       1,762,841  
 
               
Adjustments from fair value to contract value for fully benefit-responsive investment contracts
    (2,428 )     134  
 
           
 
NET ASSETS AVAILABLE FOR BENEFITS
  $ 1,820,675     $ 1,762,975  
 
           
The accompanying Notes to the Financial Statements are an integral part of these statements.

- 2 -


 

NORDSTROM 401(k) PLAN & PROFIT SHARING
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 2007 and 2006

(dollars in thousands)
                 
    2007     2006  
ADDITIONS:
               
 
               
Contributions:
               
Employer contributions
  $ 50,649     $ 59,890  
Participant contributions
    73,216       67,762  
 
           
Total contributions
    123,865       127,652  
 
           
Investment income:
               
Net (depreciation) appreciation in fair value of investments
    (4,939 )     158,921  
Interest and dividends
    82,157       62,888  
 
           
Total investment income
    77,218       221,809  
 
           
Total additions
    201,083       349,461  
 
           
 
               
DEDUCTIONS:
               
Benefit payments to participants
    (138,662 )     (112,800 )
Trustee fees, administrative expenses, and other
    (4,721 )     (2,837 )
 
           
Total deductions
    (143,383 )     (115,637 )
 
           
 
               
NET ADDITIONS
    57,700       233,824  
 
               
NET ASSETS AVAILABLE FOR BENEFITS:
               
Beginning of year
    1,762,975       1,529,151  
 
           
End of year
  $ 1,820,675     $ 1,762,975  
 
           
The accompanying Notes to the Financial Statements are an integral part of these statements.

- 3 -


 

NORDSTROM 401(k) PLAN & PROFIT SHARING
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2007 AND 2006

(dollars in thousands)
1.   THE PLAN AND SIGNIFICANT ACCOUNTING POLICIES
 
    GeneralThe Nordstrom 401(k) Plan & Profit Sharing (the “Plan”), as amended, was originally established on January 1, 1953. The Plan is an individual account profit sharing plan, which, since February 1, 1988, has included a 401(k) feature. Participants should refer to the Plan documents for a more complete description of the Plan’s provisions. The following description is for informational purposes only and does not bind the Plan.
 
    All employees in an eligible employment classification of Nordstrom, Inc. and participating subsidiaries (the “Company”) are eligible to participate in the Plan. For purposes of eligibility for Company profit sharing and matching contributions, participation begins on the first day of the calendar month coinciding with or following the one-year anniversary from the employee’s original hire date. For purposes of eligibility to make elective salary deferrals (401(k) contributions), for employees hired on and after March 1, 2007, participation begins on their employment commencement date. The Plan also contains special eligibility provisions to ensure that all eligible employees enter the Plan by the latest participation date required under the applicable provisions of the Internal Revenue Code.
 
    Eligible employees who neither make an affirmative salary deferral election nor affirmatively opt out of the Plan are automatically enrolled in the Plan beginning on the first of the month coinciding with or following the first anniversary of the employee’s employment commencement date with a salary deferral contribution equal to 2% of compensation. Employees have the option to elect a zero percent salary deferral or to change their salary deferral percentage at any time in accordance with the Plan.
 
    For the Plan year ended December 31, 2007, to qualify for Company profit sharing and matching contributions, participants must work at least 1,000 hours during the payroll calendar year and be employed on the last day of the Plan Year (the “last day” requirement is waived if the participant terminates employment due to retirement, disability or death).
 
    In June 2007, the Plan was amended as follows:
    to change the eligibility requirements for Eligible Employees hired on or after March 1, 2007;
 
    to clarify existing administrative practices for forfeitures and forfeiture suspense account;
 
    to permit “in kind” distributions of non-publicly traded securities and to conform the Plan to existing administrative practices;
 
    to change existing administrative practice with respect to forfeiture of unclaimed benefits;
 
    to exclude certain Nordstrom family members from eligibility to receive Employer Profit Sharing Contributions;
 
    to clarify existing Committee eligibility rules and procedures in place for the removal of Committee members;

- 4 -


 

NORDSTROM 401(k) PLAN & PROFIT SHARING
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2007 AND 2006

(dollars in thousands)
 
    to reflect that beginning September 1, 2007, each Participant may make designated Roth contributions to the Plan and that the Plan will accept a rollover contribution to a Participant’s designated Roth contributions account;
 
    to clarify that no portion of the designated Roth contributions account shall be eligible for hardship withdrawal; and
 
    to address distribution of designated Roth contributions and rollovers of accounts holding designated Roth contributions, effective September 1, 2007.
    Plan ContributionsProfit Sharing Contributions—The Company’s Board of Directors establishes the Company profit sharing contribution, if any, each year. The Board of Directors has complete discretion in determining the amount of the profit sharing contribution. Profit sharing contributions are invested in participant-directed investments or, if the participant does not make an investment election, defaulted into the Nordstrom Select Moderate Fund. The Company’s contribution for each Plan year is allocated based on a weighting of years of service and eligible compensation among the participants who qualify for a profit sharing contribution. For Plan purposes, eligible compensation generally includes salary and wages paid for employee service, including bonuses and commissions and excludes reimbursements and expense allowances, employee awards, fringe and welfare benefits, moving expenses, severance and disability pay, contributions to a nonqualified deferred compensation program and amounts received as stock or under any stock-based compensation program, and is capped by limits set under the Internal Revenue Code ($225 for the Plan Year ended December 31, 2007).
 
    Employee 401(k) Contributions—Eligible employees may elect to defer eligible compensation on a pretax basis, an after-tax Roth basis, or a combination of both. The maximum elective salary deferral percentage for Non-Highly Compensated Employees (NHCEs) is 50% and for Highly Compensated Employees (HCEs) is 15%. Employees age 50 and over are allowed a catch-up contribution on a pre-tax basis, an after-tax Roth basis, or a combination of both. For all employees, the Internal Revenue Service (IRS) limits participant contributions to a maximum of $15.5 ($20.5 for those age 50 or older) in 2007.
 
    Company Matching Contributions—The Company’s matching contribution consists of a match of 100% of eligible participants’ elective contributions (excluding catch-up contributions) up to 4% of the participants’ eligible compensation.
 
    Investment Programs—Participants are able to direct the investment of their accounts (including Company matching and profit sharing contributions) among any of the available funds. The available funds as of December 31, 2007 are listed in the accompanying Schedule of Assets (Held at end of year). The available funds are regularly reviewed by the Retirement Committee and are subject to change at any time.
 
    Participation in Investment Activity—Individual accounts are credited daily with a pro rata share of investment income (loss) experienced by the respective Plan funds into which their account balances have been directed.

- 5 -


 

NORDSTROM 401(k) PLAN & PROFIT SHARING
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2007 AND 2006

(dollars in thousands)
    Vesting in the PlanEmployees who terminate employment due to retirement, death, or disability are 100% vested in their Plan accounts, regardless of years of service. For purposes of the Plan, “retirement” is defined as ending employment at age 60 or older. On termination of employment for reasons other than retirement, disability, or death, the amounts credited to the accounts of participants are vested as follows:
 
    Company Profit Sharing Contributions—Participants are immediately 100% vested in Company profit sharing contributions attributable to plan years beginning on and after January 1, 2000. For contributions received prior to January 1, 2000, participants are vested 20% after completing three years of service and will be credited with an additional 20% vesting for each additional year of service (1,000 hours of service in a payroll calendar year) until 100% vested at seven years.
 
    Employee Contributions—Employee contributions (i.e., salary deferral, catch-up and rollover contributions) are always 100% vested.
 
    Company Matching Contributions—Company matching contributions for employees hired prior to January 1, 2000, are 100% vested. Company matching contributions for employees whose first hour of service with the Company occurred on or after January 1, 2000 vest as follows: 33% after completing one year of service and 67% after two years of service. After three years of service, all Company matching contributions are 100% vested.
 
    ForfeituresForfeitures of unvested Company matching or profit sharing contributions from terminated participant accounts are used to offset future Company matching contributions and, to the extent any forfeitures remain, to offset future Company profit sharing contributions. During the years ended December 31, 2007 and 2006, employer contributions were offset by forfeitures of $1,722 and $1,316, respectively.
 
    BenefitsOn termination of service, a participant (or participant’s beneficiary in the case of death) may elect to receive the value of the vested interest in his or her account as a lump-sum distribution or, if the vested account balance excluding the rollover account exceeds $1, elect to remain in the plan. When an active participant reaches age 59 1/2 and continues to work for the Company, the participant is eligible to receive a partial or full distribution of his or her retirement benefits.
 
    Payment of Benefits—Benefits are recorded when paid.
 
    Participant Loans—Participants may borrow from their fund accounts a minimum of $1 up to a maximum equal to the lesser of $50 or 50% of their vested account balance. Loan terms are a maximum of 60 months or up to 20 years for the purchase of the principal residence of a participant. The loans are secured by the balance in the participant’s account and bear fixed interest at rates commensurate with prevailing rates but not less than 1% over the then current prime rate as published by the Wall Street Journal. Interest rates for participant loans outstanding at December 31, 2007 range from 5% to 10.5% and are determined at the time the loan is approved. Principal and interest are paid semi-monthly through payroll deductions. Participants may pay monthly upon termination or leave of absence. Payment obligations are suspended for participants during approved leaves of absence not longer than 12 months and during periods of qualified military service. No more than two loans may be outstanding at any one time.

- 6 -


 

NORDSTROM 401(k) PLAN & PROFIT SHARING
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2007 AND 2006

(dollars in thousands)
 
    Trustees and Administrator of the Plan—The asset trustees of the Plan are Mercer Trust Company (all assets except the Nordstrom Select Funds) and The Bank of New York Mellon (Mellon) (Nordstrom Select Funds only).
 
    The Plan is administered by the Company in conjunction with the Retirement Committee, a committee appointed by the Company’s Board of Directors composed of the following individuals as of December 31, 2007:
             
 
    Mary D. Amundson   Vice President, Employee Benefits
 
    Michael G. Koppel   Executive Vice President and Chief Financial Officer
 
    Erik Nordstrom   Executive Vice President and President of Stores
 
    Delena M. Sunday   Executive Vice President, Human Resources and Diversity Affairs
 
    Brooke White   Vice President, Corporate Communications
    Mercer Human Resource Services provided administrative services and Mercer Trust Company served as asset trustee to the Plan (for all assets except the Nordstrom Select Funds) for the years ended December 31, 2007 and 2006.
 
    Termination of the Plan—Although it has not expressed an interest to do so, the Company reserves the right to suspend, discontinue, or terminate the Plan at any time. The Company may determine whether a suspension or discontinuance of contributions will or will not constitute termination of the Plan.
 
    In the event the Plan is terminated, the respective accounts of the participants under the Plan shall become fully vested and nonforfeitable. After payment of expenses properly chargeable against the Plan, the trustees shall distribute all Plan assets to the participants in the proportions determined by their respective accounts.
 
    Tax Status—The IRS has determined and informed the Company by a letter dated October 4, 2004, that the Plan is designed in conformity with the applicable requirements of the Internal Revenue Code (“IRC”). The Company and Plan management believe that the Plan is currently designed and operated in compliance with the applicable requirements of the IRC and the Plan and related trust continue to be tax-exempt. Therefore, no provision for income taxes has been included in the Plan’s financial statements.
 
    Basis of Accounting—The accompanying financial statements have been prepared on 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 reported amounts of assets, liabilities, and changes therein and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.

- 7 -


 

NORDSTROM 401(k) PLAN & PROFIT SHARING
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2007 AND 2006

(dollars in thousands)
 
    Risks and Uncertainties—The Plan utilizes various investment instruments, including common stock, mutual funds and investment contracts. 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.
 
    Other Assets—Prior to 1993, after five years in the Plan, participants were allowed to purchase life insurance with up to 25% of their annual contributions. This option was terminated in May 1992; however, the Plan still holds previously purchased life insurance for participants. Such amount is recorded at the cash surrender value of the New England Life Insurance policy.
 
    Investment Income—Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Net unrealized and realized investment gains and losses are calculated based upon the fair value at the beginning of the year of investments held at that date and the cost of investments purchased during the year.
 
    Administrative Expenses—Administrative expenses of the Plan are paid by the Plan (or the Plan’s Sponsor) as provided in the Plan document.
 
    Benefits Payable—Benefits payable to participants who have withdrawn from participation in the Plan as of December 31, 2007 and 2006, were $200 and $29, respectively.
 
2.   INVESTMENTS
 
    The Plan’s investments are held by the trustees and are recorded at fair value. Shares of mutual funds are valued at quoted market prices, which represent the net asset value of shares held by the Plan at year end. Common stock is valued at quoted market prices. Common collective trust funds are stated at fair value as determined by the issuer of the common/collective trust funds based on the fair market value of the underlying investments. Common collective trust funds with underlying investments in investment contracts are valued at fair market value of the underlying investments and then adjusted by the issuer to contract value.
 
    The Putnam Stable Value Fund is a stable value fund that is a common collective trust fund. The fund may invest in fixed interest insurance investment contracts, money market funds, corporate and government bonds, mortgage-backed securities, bond funds, and other fixed income securities. Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment at contract value. Contract value represents contributions made to the fund, plus earnings, less participant withdrawals.

- 8 -


 

NORDSTROM 401(k) PLAN & PROFIT SHARING
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2007 AND 2006

(dollars in thousands)
 
2.   INVESTMENTS (CONTINUED)
 
    The weighted average market yield and weighted average crediting rate for the Putnam Stable Value fund at December 31 are as follows:
                 
    2007   2006
Weighted average market yield
    3.44 %     4.69 %
Weighted average crediting rate
    5.31 %     5.07 %
The following table presents the value of investments that represent 5% or more of the Plan’s net assets available for benefits as of December 31:
                 
    2007   2006
Nordstrom Select Moderate Fund
  $ 609,519     $ 458,129  
Nordstrom Company Stock Fund
    205,438       283,958  
American Funds Europacific Growth
    218,660       184,837  
George Putnam Fund
    *       133,174  
Dodge & Cox Stock Fund
    129,501       126,747  
Putnam Stable Value Fund
    119,642       105,614  
Rainier Small Cap Equity Institutional
    113,074       **  
 
*
  Fund was not part of the Plan’s investment portfolio
 
**
  Fund balance did not exceed 5% of Plan net assets
    During 2007 and 2006, the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated (depreciated) in value as follows:
                 
    2007     2006  
Common stock
  $ (70,472 )   $ 69,651  
Mutual funds/Proprietary plan fund
    64,777       88,165  
Common/collective trust
    3       6  
Brokerage assets
    753       1,099  
 
           
 
  $ (4,939 )   $ 158,921  
 
           
    In accordance with Financial Accounting Standards Board Staff Position, FSP AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans (the “FSP”), the statements of net assets available for benefits present an investment contract at fair value, as well as an additional line item showing an adjustment of the fully benefit-responsive contract from fair value to contract value. The statement of changes in net assets available for benefit is presented on a contract value basis and is not affected by the FSP. Fair value of the contract is calculated by discounting the related cash flows based on current yields of similar instruments with comparable durations.

- 9 -


 

NORDSTROM 401(k) PLAN & PROFIT SHARING
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2007 AND 2006

(dollars in thousands)
 
3.   RELATED PARTY TRANSACTIONS
 
    Mellon Bank, N.A. was trustee of the Nordstrom Select Funds from April 1, 2005 to June 30, 2007. Effective July 1, 2007, Mellon Bank, N.A. changed its name to The Bank of New York Mellon and continues to be the trustee of the Nordstrom Select Funds. Mercer Trust Company has been trustee of all assets of the Plan other than the Nordstrom Select Funds since January 1, 2005. Accordingly, Mellon Bank, N.A., The Bank of New York Mellon and Mercer Trust Company, are each a party-in-interest with respect to the Plan. The Plan invested in investment funds managed by Mercer Trust Company and its affiliates during 2007 and 2006. Transactions in these investments qualify as exempt party-in-interest transactions because an independent fiduciary (the Plan’s Retirement Committee) causes the Plan to make these investment decisions. Fees paid by the Plan to Mercer Trust Company amounted to $1,513 for 2007 and $762 for 2006. Fees paid by the Plan to The Bank of New York Mellon and Mellon Bank, N.A amounted to $208 for 2007 and $167 for 2006.
 
    As the Plan sponsor, the Company is a party-in-interest with respect to the Plan. The Company’s employer contributions to the plan qualify as party-in-interest transactions. These transactions are exempt party-in-interest transactions because a fiduciary does not cause the Plan to participate in the transactions. In addition, there were no reimbursements of direct expenses paid by the Plan to the Company for Plan operations and administration in 2007 or 2006.
 
4.   EXCESS CONTRIBUTIONS PAYABLE TO PARTICIPANTS
 
    The Plan is subject to certain compliance requirements of non-discrimination rules under ERISA and IRS guidelines. For the Plan years ended December 31, 2007 and 2006, the Plan failed certain of these non-discrimination tests due to lower contribution percentages by non-highly compensated eligible employees. In order to meet the compliance requirements, the Plan refunded a portion of the contributions made by highly compensated participants. The refund for 2007, paid in March 2008, totaled $567 and included approximately $33 of investment earnings. The refund amount for 2006 was $868, paid in March 2007, including approximately $127 of investment earnings. The refunds are recorded as “Excess contributions payable to participants” in the December 31, 2007 and 2006 Statements of Net Assets Available for Benefits and included in “Benefit payments to participants” on the Statements of Changes in Net Assets Available for Benefits for the years ended December 31, 2007 and 2006.

- 10 -


 

NORDSTROM 401(k) PLAN & PROFIT SHARING
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2007 AND 2006

(dollars in thousands)
 
5.   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 reflected in the Form 5500 as filed by the Company with the Employee Benefits Security Administration as of December 31:
                 
    2007     2006  
Net assets available for benefits per the financial statements
  $ 1,820,675     $ 1,762,975  
Trustee and administrative fees payable
    1,579       579  
 
           
 
Net assets available for benefits per Form 5500
  $ 1,822,254     $ 1,763,554  
 
           

- 11 -


 

NORDSTROM 401(k) PLAN & PROFIT SHARING
FORM 5500, SCHEDULE H, PART IV, LINE 4i, SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2007

(dollars in thousands)

 
                     
Identity of issuer, borrower,   Description of investment including maturity date,       Fair
lessor or similar party   rate of interest, collateral, par, or maturity value       Value
*
  Party-in-interest                
 
                   
 
  American Funds   American Europacific Growth Fund   Mutual Fund     218,660  
*
  Nordstrom, Inc.   Nordstrom Stock Fund   Common Stock     205,438  
 
  Dodge & Cox   Dodge & Cox Stock Fund   Mutual Fund     129,501  
*
  Putnam Investments   Putnam Stable Value Fund   Common Collective Trust     117,214  
 
  Rainier Investment Management   Rainier Small/Mid Cap Equity Fund   Mutual Fund     113,074  
 
  Neuberger & Berman   Small Cap NBF Genesis Fund   Mutual Fund     90,602  
 
  Vanguard   Vanguard Institutional Index Fund   Mutual Fund     70,574  
 
  Allianz Global Investors   Allianz RCM Large Cap Growth Fund   Mutual Fund     61,861  
 
  PIMCO   Pimco Total Return Fund   Mutual Fund     50,277  
 
  Self-directed brokerage   Brokerage Securities   Self-Directed Brkg Acct     12,009  
*
  Putnam Investments   SDB Money Market Fund   Money Market     1,889  
*
  Putnam Investments       Pending cash account     111  
*
  Participant Loans   Loan interest rates range from 5.0% to 10.5%.         65,419  
 
      Loan repayment is made through regular payroll deductions for a period of up to 60 months for general loans and over a longer period for loans used to finance the purchase of a principal residence. If a participant’s employment terminates for any reason and the loan balances are not paid in full within 90 days of termination, the loan balances will be deemed distributed and become taxable income to the participant. Participants may continue to make loan repayments after termination of employment under procedures established by the Plan administrator.            

- 12 -


 

Nordstrom Select Funds
(Including Nordstrom Select Conservative, Nordstrom Select Moderate, and Nordstrom Select Growth Funds)
                 
Identity of issuer, borrower,   Description of investment including maturity date,       Fair
lessor or similar party   rate of interest, collateral, par, or maturity value       Value
PIMCO
  Pimco Total Return Fund   Mutual Fund     127,603  
Dodge & Cox
  Dodge & Cox Income Fund   Mutual Fund     121,374  
Dodge & Cox
  Dodge & Cox Stock Fund   Mutual Fund     61,985  
Frank Russell
  Frank Russell Equity II Fund   Mutual Fund     29,051  
Neuberger & Berman
  Neuberger Berman Genesis Institutional Fund   Mutual Fund     17,552  
Capital Guardian
  Capital Guardian International Fund   Common Collective Trust     103,523  
Capital Guardian
  Cap Guardian US Equity Fund   Common Collective Trust     86,662  
The Boston Company
  Pooled Employee Daily Liquidity Fund   Common Collective Trust     1,099  
3M Co.
  3M Co.   Common Stock     675  
Abbott Labs
  Abbott Labs   Common Stock     1,044  
Activision, Inc.
  Activision, Inc.   Common Stock     196  
Adobe Systems Inc.
  Adobe Systems Inc.   Common Stock     1,472  
Air Products and Chemicals, Inc.
  Air Products and Chemicals, Inc.   Common Stock     994  
Airgas, Inc.
  Airgas, Inc.   Common Stock     112  
Allegheny Energy, Inc.
  Allegheny Energy, Inc.   Common Stock     223  
Allergan, Inc.
  Allergan, Inc.   Common Stock     797  
Allscripts Healthcare Solutions, Inc.
  Allscripts Healthcare Solutions, Inc.   Common Stock     104  
American Express Co.
  American Express Co.   Common Stock     619  
Ameriprise Financial, Inc.
  Ameriprise Financial, Inc.   Common Stock     66  
Anixter International, Inc.
  Anixter International, Inc.   Common Stock     199  
Annaly Capital Management, Inc.
  Annaly Capital Management, Inc.   Common Stock     175  
Apollo Group, Inc
  Apollo Group, Inc   Common Stock     747  
Apple Inc., formerly Apple Computer, Inc.
  Apple Inc., formerly Apple Computer, Inc.   Common Stock     2,872  
Arch Capital Group Ltd.
  Arch Capital Group Ltd.   Common Stock     53  
Arena Resources, Inc.
  Arena Resources, Inc.   Common Stock     113  
ASML Holding N.V.
  ASML Holding N.V.   Common Stock     54  
Aspen Technology, Inc.
  Aspen Technology, Inc.   Common Stock     66  
Assurant, Inc.
  Assurant, Inc.   Common Stock     234  
Astec Industries, Inc.
  Astec Industries, Inc.   Common Stock     63  
AT&T, Inc.
  AT&T, Inc.   Common Stock     1,995  
ATP Oil & Gas Corporation
  ATP Oil & Gas Corporation   Common Stock     124  
Autodesk, Inc.
  Autodesk, Inc.   Common Stock     139  
Avon Products, Inc.
  Avon Products, Inc.   Common Stock     882  
Baldor Electric Co.
  Baldor Electric Co.   Common Stock     224  
Bare Escentuals, Inc.
  Bare Escentuals, Inc.   Common Stock     53  
Barr Pharmaceuticals, Inc.
  Barr Pharmaceuticals, Inc.   Common Stock     133  
BE Aerospace, Inc.
  BE Aerospace, Inc.   Common Stock     180  
Best Buy Co., Inc.
  Best Buy Co., Inc.   Common Stock     515  
Boeing Co.
  Boeing Co.   Common Stock     938  

- 13 -


 

                 
Identity of issuer, borrower,   Description of investment including maturity date,       Fair
lessor or similar party   rate of interest, collateral, par, or maturity value       Value
Bright Horizons Family Solutions, Inc.
  Bright Horizons Family Solutions, Inc.   Common Stock     50  
Cascade Bancorp
  Cascade Bancorp   Common Stock     36  
CB Richard Ellis Group, Inc.
  CB Richard Ellis Group, Inc.   Common Stock     68  
Celgene Corporation
  Celgene Corporation   Common Stock     638  
CF Industries Holdings, Inc
  CF Industries Holdings, Inc   Common Stock     165  
Chattem, Inc.
  Chattem, Inc.   Common Stock     98  
Church & Dwight Co., Inc.
  Church & Dwight Co., Inc.   Common Stock     115  
Ciena Corporation
  Ciena Corporation   Common Stock     73  
Cisco Systems, Inc.
  Cisco Systems, Inc.   Common Stock     1,551  
Citigroup, Inc.
  Citigroup, Inc.   Common Stock     536  
Citrix Systems, Inc.
  Citrix Systems, Inc.   Common Stock     120  
Cleveland-Cliffs Inc.
  Cleveland-Cliffs Inc.   Common Stock     181  
Coach, Inc.
  Coach, Inc.   Common Stock     33  
The Coca-Cola Co.
  The Coca-Cola Co.   Common Stock     816  
Cognizant Technology Solutions Corp.
  Cognizant Technology Solutions Corp.   Common Stock     638  
Cohen & Steers, Inc.
  Cohen & Steers, Inc.   Common Stock     45  
Colgate-Palmolive Co.
  Colgate-Palmolive Co.   Common Stock     1,115  
CommScope, Inc.
  CommScope, Inc.   Common Stock     111  
CGG Veritas
  CGG Veritas   Common Stock     64  
ConAgra Foods, Inc.
  ConAgra Foods, Inc.   Common Stock     101  
CVS Caremark Corp.
  CVS Caremark Corp.   Common Stock     1,435  
Deere & Company
  Deere & Company   Common Stock     1,476  
Digital Realty Trust, Inc.
  Digital Realty Trust, Inc.   Common Stock     175  
Diodes, Inc.
  Diodes, Inc.   Common Stock     122  
The Walt Disney Company
  The Walt Disney Company   Common Stock     1,017  
East West Bancorp, Inc.
  East West Bancorp, Inc.   Common Stock     51  
El Paso Electric Co.
  El Paso Electric Co.   Common Stock     69  
EMC Corp.
  EMC Corp.   Common Stock     810  
EMCORE Corp.
  EMCORE Corp.   Common Stock     95  
Endo Pharmaceuticals Holdings, Inc.
  Endo Pharmaceuticals Holdings, Inc.   Common Stock     259  
EOG Resources, Inc.
  EOG Resources, Inc.   Common Stock     660  
Exxon Mobil Corp.
  Exxon Mobil Corp.   Common Stock     1,640  
F5 Network, Inc.
  F5 Network, Inc.   Common Stock     106  
Fiserv, Inc.
  Fiserv, Inc.   Common Stock     104  
FLIR Systems, Inc.
  FLIR Systems, Inc.   Common Stock     69  
Fluor Corp.
  Fluor Corp.   Common Stock     1,027  
Focus Media Holding Limited
  Focus Media Holding Limited   Common Stock     213  
Fomento Economico Mexicano SA de CV
  Fomento Economico Mexicano SA de CV   Common Stock     116  
FormFactor, Inc.
  FormFactor, Inc.   Common Stock     87  
Foster Wheeler Limited
  Foster Wheeler Limited   Common Stock     248  
Franklin Resources, Inc.
  Franklin Resources, Inc.   Common Stock     629  
FTI Consulting, Inc.
  FTI Consulting, Inc.   Common Stock     176  

- 14 -


 

                 
Identity of issuer, borrower,   Description of investment including maturity date,       Fair
lessor or similar party   rate of interest, collateral, par, or maturity value       Value
GameStop Corp.
  GameStop Corp.   Common Stock     165  
General Cable Corp.
  General Cable Corp.   Common Stock     311  
The GEO Group, Inc.
  The GEO Group, Inc.   Common Stock     87  
GFI Group, Inc.
  GFI Group, Inc.   Common Stock     50  
Gildan Activewear Inc.
  Gildan Activewear Inc.   Common Stock     113  
Gilead Sciences, Inc.
  Gilead Sciences, Inc.   Common Stock     709  
The Goldman Sachs Group, Inc.
  The Goldman Sachs Group, Inc.   Common Stock     925  
Google, Inc.
  Google, Inc.   Common Stock     2,327  
Genentech, Inc.
  Genentech, Inc.   Common Stock     704  
Harris Corp.
  Harris Corp.   Common Stock     125  
Haynes International, Inc.
  Haynes International, Inc.   Common Stock     94  
Herman Miller, Inc.
  Herman Miller, Inc.   Common Stock     84  
Hewlett Packard Co.
  Hewlett Packard Co.   Common Stock     2,675  
Hologic, Inc.
  Hologic, Inc.   Common Stock     311  
Hornbeck Offshore Services, Inc.
  Hornbeck Offshore Services, Inc.   Common Stock     166  
Humana Inc.
  Humana Inc.   Common Stock     900  
Huron Consulting Group Inc.
  Huron Consulting Group Inc.   Common Stock     177  
Iconix Brand Group, Inc.
  Iconix Brand Group, Inc.   Common Stock     87  
Immucor, Inc.
  Immucor, Inc.   Common Stock     193  
Integra Lifesciences Holdings Corp.
  Integra Lifesciences Holdings Corp.   Common Stock     38  
Intel Corp.
  Intel Corp.   Common Stock     1,720  
IntercontinentalExchange, Inc.
  IntercontinentalExchange, Inc.   Common Stock     1,338  
Intersil Corp.
  Intersil Corp.   Common Stock     169  
Intuitive Surgical, Inc.
  Intuitive Surgical, Inc.   Common Stock     154  
Inverness Medical Innovations, Inc.
  Inverness Medical Innovations, Inc.   Common Stock     124  
Invesco Ltd.
  Invesco Ltd.   Common Stock     104  
Investools Inc.
  Investools Inc.   Common Stock     64  
ION Geophysical Corp.
  ION Geophysical Corp.   Common Stock     36  
ITC Holdings Corp.
  ITC Holdings Corp.   Common Stock     254  
Jack in the Box Inc.
  Jack in the Box Inc.   Common Stock     127  
J. C. Penney Company, Inc.
  J. C. Penney Company, Inc.   Common Stock     432  
Jones Lang LaSalle Inc.
  Jones Lang LaSalle Inc.   Common Stock     249  
Knot, Inc.
  Knot, Inc.   Common Stock     65  
LaSalle Hotel Properties
  LaSalle Hotel Properties   Common Stock     81  
Lazard Ltd.
  Lazard Ltd.   Common Stock     238  
Manitowoc Company, Inc.
  Manitowoc Company, Inc.   Common Stock     205  
McDermott International, Inc.
  McDermott International, Inc.   Common Stock     524  
McDonald’s Corp.
  McDonald’s Corp.   Common Stock     1,037  
Merck & Co., Inc.
  Merck & Co., Inc.   Common Stock     2,272  
Micros Systems, Inc.
  Micros Systems, Inc.   Common Stock     98  
Microsoft Corp.
  Microsoft Corp.   Common Stock     2,492  
Middleby Corp.
  Middleby Corp.   Common Stock     71  

- 15 -


 

                 
Identity of issuer, borrower,   Description of investment including maturity date,       Fair
lessor or similar party   rate of interest, collateral, par, or maturity value       Value
Millennium Pharmaceuticals, Inc.
  Millennium Pharmaceuticals, Inc.   Common Stock     70  
Mirant Corp.
  Mirant Corp.   Common Stock  
Monsanto Co.
  Monsanto Co.   Common Stock     392  
MSC Industrial Direct Co., Inc.
  MSC Industrial Direct Co., Inc.   Common Stock     166  
Myriad Genetics, Inc.
  Myriad Genetics, Inc.   Common Stock     116  
National Semiconductor Corp.
  National Semiconductor Corp.   Common Stock     101  
News Corp.
  News Corp.   Common Stock     680  
NII Holdings, Inc.
  NII Holdings, Inc.   Common Stock     99  
Noble Corp.
  Noble Corp.   Common Stock     444  
Northern Trust Corp.
  Northern Trust Corp.   Common Stock     1,164  
NRG Energy, Inc.
  NRG Energy, Inc.   Common Stock     125  
Nuance Communications, Inc.
  Nuance Communications, Inc.   Common Stock     135  
Omnicell, Inc.
  Omnicell, Inc.   Common Stock     62  
ON Semiconductor Corp.
  ON Semiconductor Corp.   Common Stock     82  
Orthofix International N.V.
  Orthofix International N.V.   Common Stock     72  
OYO Geospace Corp.
  OYO Geospace Corp.   Common Stock     64  
Packaging Corporation of America
  Packaging Corporation of America   Common Stock     238  
Pediatrix Medical Group, Inc.
  Pediatrix Medical Group, Inc.   Common Stock     100  
Pepsico, Inc.
  Pepsico, Inc.   Common Stock     1,260  
Petrohawk Energy Corp.
  Petrohawk Energy Corp.   Common Stock     259  
Phillips-Van Heusen Corp.
  Phillips-Van Heusen Corp.   Common Stock     103  
Pioneer Natural Resources Co.
  Pioneer Natural Resources Co.   Common Stock     71  
Precision Castparts Corp.
  Precision Castparts Corp.   Common Stock     1,616  
Proctor & Gamble Co.
  Proctor & Gamble Co.   Common Stock     940  
Psychiatric Solutions, Inc.
  Psychiatric Solutions, Inc.   Common Stock     65  
Qiagen N.V.
  Qiagen N.V.   Common Stock     172  
Range Resources Corp.
  Range Resources Corp.   Common Stock     105  
Raymond James Financial, Inc.
  Raymond James Financial, Inc.   Common Stock     48  
Research In Motion Limited
  Research In Motion Limited   Common Stock     669  
Respironics Inc.
  Respironics Inc.   Common Stock     79  
Riverbed Technology, Inc.
  Riverbed Technology, Inc.   Common Stock     98  
Saks Inc.
  Saks Inc.   Common Stock     180  
Schering-Plough Corp.
  Schering-Plough Corp.   Common Stock     884  
Schlumberger Limited
  Schlumberger Limited   Common Stock     2,381  
The Charles Schwab Corp.
  The Charles Schwab Corp.   Common Stock     703  
Seabridge Gold Inc.
  Seabridge Gold Inc.   Common Stock     76  
Shire plc
  Shire plc   Common Stock     890  
Signature Bank
  Signature Bank   Common Stock     84  
Silicon Laboratories Inc.
  Silicon Laboratories Inc.   Common Stock     69  
SiRF Technology Holdings, Inc.
  SiRF Technology Holdings, Inc.   Common Stock     99  
SonoSite, Inc.
  SonoSite, Inc.   Common Stock     62  
Sotheby’s
  Sotheby’s   Common Stock     319  

- 16 -


 

                 
Identity of issuer, borrower,   Description of investment including maturity date,       Fair
lessor or similar party   rate of interest, collateral, par, or maturity value       Value
St. Jude Medical, Inc.
  St. Jude Medical, Inc.   Common Stock     996  
Starwood Hotels & Resorts Worldwide, Inc.
  Starwood Hotels & Resorts Worldwide, Inc.   Common Stock     691  
Stifel Financial Corp.
  Stifel Financial Corp.   Common Stock     87  
Sunoco, Inc.
  Sunoco, Inc.   Common Stock     694  
Sunstone Hotel Investors, Inc.
  Sunstone Hotel Investors, Inc.   Common Stock     126  
TeleTech Holdings, Inc.
  TeleTech Holdings, Inc.   Common Stock     111  
Terex Corp.
  Terex Corp.   Common Stock     118  
Tesco Corp.
  Tesco Corp.   Common Stock     66  
Texas Instruments, Inc.
  Texas Instruments, Inc.   Common Stock     1,099  
Texas Roadhouse, Inc.
  Texas Roadhouse, Inc.   Common Stock     78  
Textron Inc.
  Textron Inc.   Common Stock     1,365  
Thermo Fisher Scientific Inc.
  Thermo Fisher Scientific Inc.   Common Stock     1,022  
Thomas & Betts Corp.
  Thomas & Betts Corp.   Common Stock     216  
THQ Inc.
  THQ Inc.   Common Stock     101  
Time Warner Telecom Inc.
  Time Warner Telecom Inc.   Common Stock     107  
Transocean, Inc.
  Transocean, Inc.   Common Stock     1,453  
Trimble Navigation Ltd.
  Trimble Navigation Ltd.   Common Stock     105  
United Therapeutics Corp.
  United Therapeutics Corp.   Common Stock     73  
Universal Electronics Inc.
  Universal Electronics Inc.   Common Stock     52  
Urban Outfitters, Inc.
  Urban Outfitters, Inc.   Common Stock     119  
VCA Antech, Inc.
  VCA Antech, Inc.   Common Stock     61  
Verigy Limited
  Verigy Limited   Common Stock     61  
ViaSat, Inc.
  ViaSat, Inc.   Common Stock     86  
VMware, Inc.
  VMware, Inc.   Common Stock     322  
Volcom, Inc.
  Volcom, Inc.   Common Stock     40  
Wabtec Corp.
  Wabtec Corp.   Common Stock     160  
Weatherford International Ltd.
  Weatherford International Ltd.   Common Stock     1,166  
Whiting Petroleum Corp.
  Whiting Petroleum Corp.   Common Stock     88  
Wisconsin Energy Corp.
  Wisconsin Energy Corp.   Common Stock     139  
WMS Industries Inc.
  WMS Industries Inc.   Common Stock     188  
Woodward Governor Co.
  Woodward Governor Co.   Common Stock     71  
XTO Energy Inc.
  XTO Energy Inc.   Common Stock     1,271  
Zoltek Companies, Inc.
  Zoltek Companies, Inc.   Common Stock     118  

- 17 -

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