UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2004 OR [ ] 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 1 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 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 29, 2005 /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 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 Filed herewith electronically Public Accounting Firm 99.1 Nordstrom 401(k) Plan & Profit Filed herewith electronically Sharing Financial Statements 99.2 Nordstrom 401(k) Plan & Profit Incorporated by reference from the Sharing, as amended and Plan's Form 11-K for the year restated on January 1, 2004 ended December 31, 2003, Exhibit 99.2 4
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, 333-40066, 333-79791, 333-101110, and 333-118756 on Form S-8, each of Nordstrom, Inc. and subsidiaries, of our report dated June 27, 2005, appearing in this Annual Report on Form 11-K of Nordstrom 401(k) Plan & Profit Sharing for the year ended December 31, 2004. Seattle, Washington June 29, 2005
Exhibit 99.1 Nordstrom 401(k) Plan & Profit Sharing Financial Statements as of December 31, 2004 and 2003, and for the Year Ended December 31, 2004, and Supplemental Schedule as of December 31, 2004, and Report of Independent Registered Public Accounting Firm NORDSTROM 401(K) PLAN & PROFIT SHARING - ----------------------------------------------------------------------------- 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.
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, 2004 and 2003 2 Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2004 3 Notes to Financial Statements 4 - 8 SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 2004: Schedule of Assets Held for Investment Purposes 9 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Administrative Committee Nordstrom 401(k) Plan & Profit Sharing Seattle, Washington We have audited the accompanying statements of net assets available for benefits of the Nordstrom 401(k) Plan & Profit-Sharing (the "Plan") as of December 31, 2004 and 2003, and the related statement of changes in net assets available for benefits for the year ended December 31, 2004. 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, 2004 and 2003, and the changes in net assets available for benefits for the year ended December 31, 2004, 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 for investment purposes as of December 31, 2004, 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 supplemental schedule has been subjected to the auditing procedures applied in our audit of the basic 2004 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. June 27, 2005 - 1 - NORDSTROM 401(k) PLAN & PROFIT SHARING STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 2004 AND 2003 (dollar amounts in thousands) The accompanying Notes to the Financial Statements are an integral part of these statements. -2-
2004 2003 ---------- ---------- ASSETS: Participant-directed investments - at fair value $1,269,831 $1,108,466 Employer contributions receivable 54,576 52,069 Accrued interest and dividends receivable 281 255 Other assets 1,194 1,951 ---------- ---------- Total assets 1,325,882 1,162,741 LIABILITIES - Trustee and administrative fees payable 602 444 ---------- ---------- NET ASSETS AVAILABLE FOR BENEFITS $1,325,280 $1,162,297 =========== ========== NORDSTROM 401(k) PLAN & PROFIT SHARING STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEAR ENDED DECEMBER 31, 2004 (dollar amounts in thousands) The accompanying Notes to the Financial Statements are an integral part of these statements. -3-
ADDITIONS: Employer contributions $ 54,576 Participant contributions 61,414 Investment income: Net realized and unrealized investment gains 113,063 Investment income 30,421 ---------- Total investment income 143,484 ---------- Total additions 259,474 DEDUCTIONS: Benefit payments to participants (93,963) Trustee fees, administrative expenses, and other (2,528) ---------- Total deductions (96,491) ---------- NET ADDITIONS 162,983 NET ASSETS AVAILABLE FOR BENEFITS: Beginning of year 1,162,297 ---------- End of year $1,325,280 ========== NORDSTROM 401(k) PLAN & PROFIT SHARING NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2004 AND 2003 (dollar amounts in thousands) 1. The Plan and Significant Accounting Policies General-The 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), participation begins on the first of the month coinciding with or following three full months of employment. The Plan also contains special eligibility provisions to ensure that all employees enter the Plan by the latest participation date required under the applicable provisions of the Internal Revenue Code. Eligible employees who do not elect a different salary deferral contribution are automatically enrolled in the Plan beginning with their first eligible paycheck 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 in accordance with the Plan. For the Plan year ended December 31, 2004, 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). Effective January 1, 2004, the Plan was amended as follows: to establish uniform eligibility criteria for Company profit sharing and matching contributions; the automatic enrollment for elective salary deferrals takes effect on the first of the month after the first anniversary of the employee's employment commencement date; to increase the maximum elective salary deferral percentage for non-highly compensated employees to 50% from 15% of eligible Plan compensation; and to change the timing and availability rules for in-service distributions and hardship withdrawals. Along with these design changes, the Plan's name was formally changed to the Nordstrom 401(k) Plan & Profit Sharing. The Plan was previously known as the Nordstrom Profit Sharing and 401(k) Retirement Plan. -4- Plan Contributions- Profit 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 defaulted into the General Balanced Fund. The Company's contribution for each Plan year is allocated based on a weighting of years of service and eligible compensation among the actively employed 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 ($205,000 for the Plan Year ended December 31, 2004); participants should refer to the Plan document for specific details. Employee 401(k) Contributions-Non-Highly Compensated Employees (NHCEs) may elect to defer 1% to 50% of eligible compensation on a pretax basis. The maximum elective salary deferral percentage for Highly Compensated Employees (HCEs) is 15%. Employees age 50 and over are allowed a catch-up contribution on a pre-tax basis. Company Matching Contributions-The Company's matching contribution consists of a match of 100% of eligible participants' elective contributions up to 4% of the participants' eligible compensation. Investment Programs-Participants are able to direct their accounts (including Company matching contributions) within any of the available funds, which are listed in the accompanying Schedule of Assets Held for Investment Purposes. 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. Vesting in the Plan-Employees who terminate employment due to retirement, death, or disability are 100% vested in their Plan accounts, regardless of years of service. 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 100% vested in Company profit sharing contributions attributable to years of service 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 Plan 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 occurs on or after January 1, 2000 vest as follows: 33% after completing one year of service, 67% after two years of years of service, and 100% after three years of service. -5- Forfeitures-Forfeitures 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, 2004 and 2003, employer contributions were offset by forfeitures of $2,357, and $3,779, respectively. Benefits-On termination of service, a participant (or participant's beneficiary in the case of death) will receive the value of the vested interest in his or her account as a lump-sum distribution. 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, 2004 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 periods of qualified military service. No more than two loans may be outstanding at any one time. Trustees and Administrator of the Plan-The asset trustees of the Plan are Putnam Fiduciary Trust Company (all assets except the General Balanced Fund) and Wells Fargo Bank, N.A. (General Balanced Fund only). Putnam Fiduciary Trust Company provided administrative services to the Plan for the year ended December 31, 2004. Termination of the Plan-The Company reserves the right to suspend, discontinue, or terminate the Plan at any time. The Company may determine whether a suspension or discontinuance 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. -6-
The Plan is administered by the Company in conjunction with the Retirement Committee, a seven-member committee appointed by the Board of Directors comprising the following individuals: Mary D. Amundson Division Vice President of Employee Benefits Jammie Baugh Executive Vice President, Human Resources, Full-Line Stores D. Wayne Gittinger Partner, Lane Powell PC (a law firm) Michael G. Koppel Executive Vice President and Chief Financial Officer Llynn (Len) A. Kuntz Executive Vice President, Washington/Alaska Regional Manager Bruce A. Nordstrom Chairman of the Board of Directors Delena M. Sunday Executive Vice President, Human Resources and Diversity Affairs Tax Status-The Internal Revenue Service (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. In a prior year, the Company identified some minor administrative issues with respect to the Plan and has worked to correct such issues through one of the IRS's voluntary correction programs. The IRS accepted the Company's proposed correction in August of 2004. The IRS approved corrections were completed in January of 2005 and the issue is now resolved. Basis of Accounting-The accompanying financial statements have been prepared on the accrual basis of accounting. Other Assets-This amount represents the cash surrender value of the New England Life Insurance policy. 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. 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. Benefits Payable-Benefits payable to participants who have withdrawn from participation in the Plan as of December 31, 2004 and 2003, were $566 and $321, respectively. 2. INVESTMENTS The Plan's investments are held by the trustees and are recorded at fair value based on quoted market prices at December 31, 2004 and 2003, except for the Putnam Stable Value Fund, which is fully benefit responsive and is recorded at contract value, which approximates fair value. The following table presents the value of investments that represent 5% or more of the Plan's net assets recorded at December 31: * Fund balance does not exceed 5% of Plan net assets. -7-
2004 2003 Investments at fair value: General Balanced Fund $418,901 $412,497 Nordstrom, Inc. common stock 135,777 101,641 EuroPacific Growth Fund 112,167 87,154 George Putnam Fund of Boston 110,676 97,538 Putnam Fund for Growth and Income 84,635 72,633 Putnam Vista Fund * 66,375 Bank of New York Small Cap Growth 77,644 * Investment at contract value: Putnam Stable Value Fund 90,390 81,270 During 2004, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value as follows: The Putnam Stable Value Fund is a fully benefit responsive, guaranteed investment contract fund. The contract is included in the financial statements at contract value, which approximates fair value, as reported to the Plan by Putnam Fiduciary Trust Company. There are no reserves against contract value for credit risk of the contract issuer or otherwise. The average yield was approximately 4.5 percent for 2004 and 4.4 percent for 2003. The weighted average crediting interest rate was approximately 4.5 percent at December 31, 2004 and 4.6 percent at December 31, 2003. 3. RELATED PARTY TRANSACTIONS Putnam Fiduciary Trust Company and Wells Fargo Bank, N.A. are trustees of the Plan and manage certain Plan investments. As such, transactions in these investments qualify as party-in-interest transactions. Fees paid by the Plan to Putnam Fiduciary Trust Company and Wells Fargo Bank, N.A. amounted to $732 and $253, respectively, for 2004. As a 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, miscellaneous reimbursement of direct expenses paid by the Plan to the Company for Plan operations and administration amounted to $72. 4. 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:
Investments: Common stock $ 36,741 Mutual fund/Proprietary plan fund 71,373 Common/collective trust 4,371 Brokerage assets 578 --------- $ 113,063 ========= -8-
2004 2003 Net assets available for benefits per the financial statements $1,325,280 $1,162,297 Trustee and administrative fee payable 602 444 Certain deemed distributions of participant loans (595) (547) ---------- ---------- Net assets available for benefits per Form 5500 $1,325,287 $1,162,194 ========== ========== *Party-in-interest -16-
Nordstrom 401(k) Plan & Profit Sharing SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 2004 (dollar amounts in thousands) Identity of issue, Description of investment Current borrower, lessor including maturity date, Value or similar party rate of interest, collateral, par, or maturity value - ----------------------------------------------------------------------------------- * Nordstrom, Inc Nordstrom, Inc. common stock Common stock $135,778 American Funds American Funds Europacific Mutual fund 112,167 Growth * Putnam Fiduciary Trust George Putnam Fund of Boston Mutual fund 110,676 Company * Putnam Fiduciary Trust Putnam Stable Value Fund Common/ 90,390 Company collective trust * Putnam Fiduciary Trust Putnam Fund for Growth and Mutual fund 84,635 Company Income Bank of New York Hamilton Small Cap Growth Mutual fund 77,644 Fund Neuberger & Berman Neuberger & Berman Genesis Mutual fund 56,470 Trust Vanguard Institutional Index Fund Mutual fund 47,992 PIMCO PIMCO Large Cap RCM Fund Mutual fund 34,472 PIMCO PIMCO Total Return Fund Mutual fund 33,931 Self directed brokerage Harris Direct Account Brokerage assets 8,650 * Putnam Fiduciary Trust Putnam Money Market Fund Money market fund 1,614 Company * Putnam Fiduciary Trust Pending cash 93 Company account General Balanced Fund * Wells Fargo Bank Short-term Investment Fund Money market 22,975 fund Dodge & Cox Dodge & Cox Income Fund Mutual fund 62,672 PIMCO PIMCO Total Return Fund Mutual fund 83,460 Capital Guardian Capital Guardian Mutual fund 62,908 International Equity DC Master Fund -9- Capital Guardian Capital Guardian Mutual fund 41,961 US Large Cap Dodge & Cox Dodge & Cox Stock Fund Mutual fund 42,020 Frank Russell Frank Russell Tr Co Mutual fund 42,250 Equity II Fund AC Moore Arts & Crafts AC Moore Arts & Crafts Common stock 251 Abbott Labs Abbott Labs Common stock 1,237 Accredo Health, Inc. Accredo Health, Inc. Common stock 215 Actel Corp. Actel Corp. Common stock 37 Acuity Brands, Inc. Acuity Brands, Inc. Common stock 29 Adaptec, Inc. Adaptec, Inc. Common stock 47 Aeroflex, Inc. Aeroflex, Inc. Common stock 88 Aetna, Inc. Aetna, Inc. Common stock 618 Aflac, Inc. Aflac, Inc. Common stock 637 Agco Corp. Agco Corp. Common stock 285 Airgas, Inc. Airgas, Inc. Common stock 183 Alkermes, Inc. Alkermes, Inc. Common stock 52 Allegheny Technologies Allegheny Technologies Common stock 39 American Final Group, American Final Group, Inc. Common stock 207 Inc. American Greetings Corp. American Greetings Corp. Common stock 210 American Healthways, American Healthways, Inc. Common stock 169 Inc. Amgen, Inc. Amgen, Inc. Common stock 436 Amsurg Corp. Amsurg Corporation Common stock 248 Amylin Pharmaceuticals Amylin Pharmaceuticals Common stock 51 Apache Corp. Apache Corp. Common stock 406 Apple Computer, Inc. Apple Computer, Inc. Common stock 457 Aquantive, Inc. Aquantive, Inc. Common stock 52 Atwood Oceanics, Inc. Atwood Oceanics, Inc. Common stock 89 Avista Corp. Avista Corp. Common stock 158 Avnet, Inc. Avnet, Inc. Common stock 75 Avon Products, Inc. Avon Products, Inc. Common stock 414 Belden CDT, Inc. Belden CDT, Inc. Common stock 75 Bell Microproducts, Inc. Bell Microproducts, Inc. Common stock 159 Beverly Enterprises Beverly Enterprises Common stock 218 Biogen Idec, Inc. Biogen Idec, Inc. Common stock 864 Biosys Group, Inc. Biosys Group, Inc. Common stock 260 BJ's Restaurants, Inc. BJ's Restaurants, Inc. Common stock 18 Boston Private Boston Private Financial Common stock 56 Financial Holding Holding Bowater, Inc. Bowater, Inc. Common stock 101 Briggs & Stratton Corp. Briggs & Stratton Corp. Common stock 108 -10- Broadcom Corporation Broadcom Corporation Common stock 613 Brookline Bancorp, Inc. Brookline Bancorp, Inc. Common stock 210 Buffalo Wild Wings, Inc. Buffalo Wild Wings, Inc. Common stock 59 Cadence Design Systems Cadence Design Systems Common stock 108 Cambrex Corp. Cambrex Corp. Common stock 251 Casey's General Stores, Casey's General Stores, Inc. Common stock 79 Inc. Charles River Labs Charles River Labs Common stock 189 Cheesecake Factory, Inc. Cheesecake Factory, Inc. Common stock 63 Chesapeake Energy Corp. Chesapeake Energy Corp. Common stock 138 Citigroup, Inc. Citigroup, Inc. Common stock 1,044 Coach, Inc. Coach, Inc. Common stock 496 Cogent, Inc. Cogent, Inc. Common stock 10 Coherent, Inc. Coherent, Inc. Common stock 110 Columbia Sportswear, Columbia Sportswear, Inc. Common stock 197 Inc. Commercial Cap Bancorp Commercial Cap Bancorp Common stock 109 Commercial Fed. Corp. Commercial Fed. Corp. Common stock 166 Community Banks, Inc. Community Banks, Inc. Common stock 25 Conceptus, Inc. Conceptus, Inc. Common stock 68 Convergy's Corp. Convergy's Corp. Common stock 277 Costar Groups, Inc. Costar Group, Inc. Common stock 162 CSX Corp. CSX Corp. Common stock 228 Cubist Pharmaceuticals Cubist Pharmaceuticals Common stock 19 Cumulist Media, Inc. Cumulist Media, Inc. Common stock 37 Danaher Corp. Danaher Corp. Common stock 617 Dell, Inc. Dell, Inc. Common stock 819 Dicks Sporting Goods, Dicks Sporting Goods, Inc. Common stock 207 Inc. Digirard Corp. Digirard Corp. Common stock 36 Digital River, Inc. Digital River, Inc. Common stock 33 Dime Community Bancorp, Dime Community Bancorp, Inc. Common stock 23 Inc. Dot Hill Systems Corp. Dot Hill Systems Corp. Common stock 109 East West Bancorp, Inc. East West Bancorp, Inc. Common stock 80 Ebay, Inc. Ebay, Inc. Common stock 430 Education Management Education Management Corp. Common stock 141 Corp. Emulex Corp. Emulex Corp. Common stock 168 Engelhard Corp. Engelhard Corp. Common stock 104 Entegris, Inc. Entegris, Inc. Common stock 67 Excel Technology, Inc. Excel Technology, Inc. Common stock 23 Exxon Mobile Exxon Mobile Corporation Common stock 1,039 Corporation -11- Fairchild Semiconductor Fairchild Semiconductor Common stock 78 Fedex Corporation Fedex Corporation Common stock 650 Filenet Corp. Filenet Corp. Common stock 131 Flushing Financial Flushing Financial Corp. Common stock 56 Corp. Formfactor, Inc. Formfactor, Inc. Common stock 141 Forrester Research, Forrester Research, Inc. Common stock 54 Inc. Franklin Resources, Franklin Resources, Inc. Common stock 697 Inc. Fred's, Inc. Fred's, Inc. Common stock 143 Fuller HB Company Fuller HB Company Common stock 51 F5 Networks, Inc. F5 Networks, Inc. Common stock 136 General Electric Co. General Electric Co. Common stock 1,697 Genitope Corp. Genitope Corp. Common stock 35 Gilhead Sciences, Inc. Gilhead Sciences, Inc. Common stock 808 Gillette Company Gillette Company Common stock 814 Golden West Financial Golden West Financial Corp. Common stock 651 Corp. Goldman Sachs Group, Goldman Sachs Group, Inc. Common stock 325 Inc. Goodrich Corporation Goodrich Corporation Common stock 189 Greater Bay Bancorp Greater Bay Bancorp Common stock 107 Grey Wolf, Inc. Grey Wolf, Inc. Common stock 62 Harsco Corp. Harsco Corp. Common stock 209 Health Management Health Management Common stock 223 Association, Inc. Association, Inc. Hilton Hotels Corp. Hilton Hotels Corp. Common stock 94 Hot Topic, Inc. Hot Topic, Inc. Common stock 184 Idacorp, Inc. Idacorp, Inc. Common stock 110 Insight Enterprises, Insight Enterprises, Inc. Common stock 225 Inc. International Speedway International Speedway Common stock 110 Ipass, Inc. Ipass, Inc. Common stock 121 Ivax Corp. Ivax Corp. Common stock 421 Jamdat Mobile, Inc. Jamdat Mobile, Inc. Common stock 25 Johnson & Johnson Johnson & Johnson Common stock 850 Juniper Networks, Inc. Juniper Networks, Inc. Common stock 587 Kemet Corp. Kemet Corp. Common stock 34 KFX, Inc. KFX, Inc. Common stock 77 Kirby Corp. Kirby Corp. Common stock 107 K2 Inc. K2 Inc. Common stock 216 Lifepoint Hospitals, Lifepoint Hospitals, Inc. Common stock 132 Inc. LTX Corp. LTX Corp. Common stock 68 M-Systems Flash Disk M-Systems Flash Disk Common stock 28 -12- Macromedia, Inc. Macromedica, Inc. Common stock 53 Manhattan Associates, Manhattan Associates, Inc. Common stock 60 Inc. Manor Care, Inc. Mantor Care, Inc. Common stock 163 Martek Biosciences Mantek Biosciences Corp. Common stock 133 Corp. Maverick Tube Corp. Maverick Tube Corp. Common stock 30 Medtronic, Inc. Medtronic, Inc. Common stock 839 Men's Warehouse, Inc. Men's Warehouse, Inc. Common stock 248 Merrill Lynch & Co. Merrill Lynch & Co. Common stock 695 Metlife, Inc. Metlife, Inc. Common stock 425 Microsoft Corp. Microsoft Corp. Common stock 705 MKS Instruments, Inc. MKS Instruments, Inc. Common stock 41 Motorola, Inc. Motorola, Inc. Common stock 686 MCS Individual MCS Individual Direct, Inc. Common stock 83 Direct, Inc. Mueller Industry, Inc. Mueller Industry, Inc. Common stock 233 National Financial National Financial Partners Common stock 171 Partners NCR Corporation NCR Corporation Common stock 509 Neurocrine Biosciences Neurocrine Biosciences Common stock 108 News Corp. News Corp. Common stock 873 Ninke, Inc. Ninke, Inc. Common stock 880 NPS Pharmaceuticals, NPS Pharmaceuticals, Inc. Common stock 51 Inc. Nuvasive, Inc. Nuvasive, Inc. Common stock 19 Oceaneering Oceaneering International Common stock 82 International Inc. Inc. Olin Corp. Olin Corp. Common stock 57 Omnicare, Inc. Omnicare, Inc. Common stock 412 Oracle Corporation Oracle Corporation Common stock 993 Overnite Corp. Overnite Corp. Common stock 56 Pacific Sunwear Pacific Sunwear California Common stock 53 California Packeteer, Inc. Packeteer, Inc. Common stock 146 Pactiv Corp. Pactiv Corp. Common stock 106 Paxar Corp. Paxar Corp. Common stock 127 Peets Coffee & Tea, Peets Coffee & Tea, Inc. Common stock 103 Inc. Penney JC Inc. Penney JC Inc. Common stock 625 Pepsico, Inc. Pepsico, Inc. Common stock 829 Performance Food Group Performance Food Group Common stock 194 Perot Systems Corp. Perot Systems Corp. Common stock 111 PFF Bancorp PFF Bancorp Common stock 37 Phase Forward, Inc. Phase Forward, Inc. Common stock 26 Phillips Van Heusen Phillips Van Heusen Corp. Common stock 23 Corp. -13- Photon Dynamics, Inc. Photon Dynamics, Inc. Common stock 61 Plexus Corp. Plexus Corp. Common stock 116 Princeton Review, Inc. Princeton Review, Inc. Common stock 21 Proassurance Proassurance Corporation Common stock 153 Corporation Proctor & Gamble Proctor & Gamble Company Common stock 1,001 Company PSS World Medical, PSS World Medical, Inc. Common stock 64 Inc. Puget Energy, Inc. Puget Energy, Inc. Common stock 378 Pulitzer, Inc. Pulitzer, Inc. Common stock 65 Qualcomm, Inc. Qualcomm, Inc. Common stock 339 Radio One, Inc. Radio One, Inc. Common stock 132 Radio Shack Corp. Radio Shack Corp. Common stock 115 Raymond James Raymond James Financial, Inc. Common stock 223 Financial, Inc. Regis Corp. Regis Corp. Common stock 328 Renal Care Group, Inc. Renal Care Group, Inc. Common stock 162 Respironics, Inc. Respironics, Inc. Common stock 185 RF Micro Devices, Inc. RF Micro Devices, Inc. Common stock 72 RPM International, Inc. RPM International, Inc. Common stock 278 RSA Security, Inc. RSA Security, Inc. Common stock 114 Russell Corp. Russell Corp. Common stock 246 SAFECO Corp. SAFECO Corp. Common stock 112 Sapient Corp. Sapient Corp. Common stock 28 Scholastic Corp. Scholastic Corp. Common stock 196 School Specialty, Inc. School Specialty, Inc. Common stock 62 SCP Pool Corp. SCP Pool Corp. Common stock 115 SCS Transn, Inc. SCS Transn, Inc. Common stock 90 Semtech Corp. Semtech Corp. Common stock 204 Shaw Group, Inc. Shaw Group, Inc. Common stock 511 Skyworks Solutions, Skyworks Solutions, Inc. Common stock 69 Inc. Smith International, Smith International, Inc. Common stock 392 Inc. Spherion Corp. Spherion Corp. Common stock 45 Starbucks Corp. Starbucks Corp. Common stock 698 Steward & Stevenson Steward and Stevenson Common stock 172 Services Services Strayer Ed Inc. Strayer ED Inc. Common stock 55 Superior Energy Superior Energy Services, Common stock 223 Services, Inc. Inc. Swift Transportation, Swift Transportation, Inc. Common stock 222 Inc. Symantec Corp. Symantec Corp. Common stock 663 Symbol Technologies, Symbol Technologies, Inc. Common stock 183 Inc. Target Corp. Target Corp. Common stock 426 -14- Tercica, Inc. Tercica, Inc. Common stock 37 Terex Corp. Terex Corp. Common stock 133 The Sports Authority The Sports Authority Common stock 269 Timken Company Timken Company Common stock 260 Todco Todco Common stock 37 Trimble Nav Ltd Trimble Nav Ltd. Common stock 36 Tyco International Ltd. Tyco International Ltd. Common stock 842 UCBH Holdings, Inc. UCBH Holdings, Inc. Common stock 211 United National Foods, United National Foods, Inc. Common stock 46 Inc. United Parcel Service United Parcel Service Common stock 932 United Rental, Inc. United Rental, Inc. Common stock 309 United Technologies, United Technologies, Inc. Common stock 444 Corp United Health Group, United Health Group, Inc. Common stock 748 Inc. Univision Univision Communications Common stock 218 Communications UTI Worldwide, Inc. UTI Worldwide, Inc. Common stock 120 Vectren Corp. Vectren Corp. Common stock 111 Vishay Intertechnology Vishay Intertechnology Common stock 119 Vistacare, Inc. Vistacare, Inc. Common stock 125 Wachovia Corp. Wachovia Corp. Common stock 416 Waddell & Reed Waddell & Reed Financial Common stock 108 Financial Walgreen Co Walgreen Co Common stock 845 Werner Enterprises Inc. Werner Enterprises, Inc. Common stock 45 West Marine, Inc. West Marine, Inc. Common stock 27 Wild Oats Markets, Inc. Wild Oats Markets, Inc. Common stock 119 Willis Group Holdings Willis Group Holdings Common stock 461 Wilmington Tr Corp. Wilmington Tr Corp. Common stock 43 Wilson Greatbatch Tech Wilson Greatbatch Tech Common stock 83 Wolverine World Wide, Wolverine World Wide, Inc. Common stock 31 Inc. WPS Res Corp. WPS Res Corp. Common stock 122 Wright Medical Group, Wright Medical Group, Inc. Common stock 80 Inc. Wrigley WM Jr Company Wrigley WM Jr Company Common stock 443 XTO Energy, Inc. XTO Energy, Inc. Common stock 439 Yahoo, Inc. Yahoo, Inc. Common stock 1,243 Zions Bancorp Zions Bancorp Common stock 435 Zoll Medical Corp. Zoll Medical Corp. Common stock 86 Zoran Corp. Zoran Corp. Common stock 90 Carnival Corp. Carnival Corp. Common stock 818 Core Laboratories Core Laboratories Common stock 61 -15- Marvel Technology Group Marvel Technology Group Common stock 699 Noble Corporation Noble Corporation Common stock 453 Novartis AG - ADR Novartis AG - ADR Common stock 622 Schlumberger Ltd. ADR Schlumberger Ltd. ADR Common stock 636 * Participant loans 56,418