UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
þ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2013
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 named 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
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 | |
(Name of Plan) | |
/s/ Michael G. Koppel | |
Michael G. Koppel | |
Executive Vice President and Chief Financial Officer | |
Nordstrom, Inc. | |
Date: | June 13, 2014 |
3
Nordstrom 401(k) Plan & Profit Sharing
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, amended and restated on August 27, 2008 | Incorporated by reference from the Nordstrom, Inc. Quarterly Report on Form 10-Q for the quarter ended November 1, 2008, Exhibit 10.1 | ||
99.3 | Amendment 2009-1 to the Nordstrom 401(k) Plan & Profit Sharing | Incorporated by reference from the Nordstrom, Inc. Form 8-K filed on March 3, 2009, Exhibit 10.5 | ||
99.4 | Amendment 2009-2 to the Nordstrom 401(k) Plan & Profit Sharing | Incorporated by reference from the Nordstrom, Inc. Quarterly Report on Form 10-Q for the quarter ended May 1, 2010, Exhibit 10.2 | ||
99.5 | Amendment 2009-3 to the Nordstrom 401(k) Plan & Profit Sharing | Incorporated by reference from the Nordstrom, Inc. Quarterly Report on Form 10-Q for the quarter ended May 1, 2010, Exhibit 10.3 | ||
99.6 | Amendment 2010-1 to the Nordstrom 401(k) Plan & Profit Sharing | Incorporated by reference from the Nordstrom, Inc. Quarterly Report on Form 10-Q for the quarter ended May 1, 2010, Exhibit 10.4 | ||
99.7 | Amendment 2010-2 to the Nordstrom 401(k) Plan & Profit Sharing | Incorporated by reference from the Nordstrom, Inc. Quarterly Report on Form 10-Q for the quarter ended May 1, 2010, Exhibit 10.5 | ||
99.8 | Amendment 2010-3 to the Nordstrom 401(k) Plan & Profit Sharing | Incorporated by reference from the Nordstrom, Inc. Quarterly Report on Form 10-Q for the quarter ended April 30, 2011, Exhibit 10.1 | ||
99.9 | Amendment 2011-1 to the Nordstrom 401(k) Plan & Profit Sharing | Incorporated by reference from the Nordstrom, Inc. Annual Report on Form 10-K for the year ended January 28, 2012, Exhibit 10.8 | ||
99.10 | Amendment to the Participant Loan Program of the Nordstrom 401(k) Plan & Profit Sharing | Incorporated by reference from the Nordstrom, Inc. Annual Report on Form 10-K for the year ended January 28, 2012, Exhibit 10.9 | ||
99.11 | Amendment 2012-1 to the Nordstrom 401(k) Plan & Profit Sharing | Incorporated by reference from the Nordstrom, Inc. Quarterly Report on Form 10-Q for the quarter ended April 28, 2012, Exhibit 10.3 | ||
99.12 | Amendment 2012-1A to the Nordstrom 401(k) Plan & Profit Sharing | Incorporated by reference from the Nordstrom, Inc. Annual Report on Form 11-K for the year ended December 31, 2012, Exhibit 99.12 | ||
99.13 | Amendment 2012-2 to the Nordstrom 401(k) Plan & Profit Sharing | Incorporated by reference from the Nordstrom, Inc. Annual Report on Form 11-K for the year ended December 31, 2012, Exhibit 99.13 | ||
99.14 | Amendment 2013-1 to the Nordstrom 401(k) Plan & Profit Sharing | Filed herewith electronically | ||
99.15 | Amendment 2014-1 to the Nordstrom 401(k) Plan & Profit Sharing | Incorporated by reference from the Nordstrom, Inc. Quarterly Report on Form 10-Q for the quarter ended May 3, 2014, Exhibit 10.1 | ||
4
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement Nos. 333-166961, 333-161803, 333-63403, 333-40064, 333-40066, 333-79791, 333-101110, 333-118756, 333-146049, 333-174336, 333-173020 and 333-189301 on From S-8 and 333-173179 and 333-177175 on Form S-3, each of Nordstrom, Inc. and subsidiaries, of our report dated June 13, 2014, relating to the financial statements and supplemental schedule of Nordstrom 401(k) Plan & Profit Sharing appearing in the Annual Report on Form 11-K of Nordstrom 401(k) Plan & Profit Sharing for the year ended December 31, 2013.
/s/ Deloitte & Touche LLP
Seattle, Washington
June 13, 2014
Exhibit 99.1
Nordstrom 401(k) Plan &
Profit Sharing
Profit Sharing
Employer ID No: 91-0515058
Plan Number: 001
Financial Statements as of December 31, 2013 and 2012
and for the Year Ended December 31, 2013,
Supplemental Schedule as of December 31, 2013 and
Report of Independent Registered Public Accounting Firm
Report of Independent Registered Public Accounting Firm
NORDSTROM 401(k) PLAN & PROFIT SHARING
PLAN YEAR ENDED DECEMBER 31, 2013
TABLE OF CONTENTS
Page | ||
FINANCIAL STATEMENTS | ||
SUPPLEMENTAL SCHEDULE | ||
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.
2 of 21
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Retirement Committee and Participants of
Nordstrom 401(k) Plan & Profit Sharing
Seattle, Washington
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, 2013 and 2012, and the related statement of changes in net assets available for benefits for the year ended December 31, 2013. 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, 2013 and 2012, and the changes in net assets available for benefits for the year ended December 31, 2013, 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, 2013 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. This 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 2013 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, Washington
June 13, 2014
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NORDSTROM 401(k) PLAN & PROFIT SHARING
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
(Amounts in thousands)
December 31, | |||||||
2013 | 2012 | ||||||
Assets: | |||||||
Participant-directed investments at fair value | $ | 2,486,077 | $ | 2,057,313 | |||
Employer contributions receivable | 76,181 | 81,828 | |||||
Notes receivable from participants | 86,014 | 79,606 | |||||
Accrued income and broker receivable | 2,647 | 2,418 | |||||
Other assets | 1,953 | 2,050 | |||||
Total assets | 2,652,872 | 2,223,215 | |||||
Liabilities: | |||||||
Trustee and administrative fees payable | 1,165 | 900 | |||||
Excess contributions payable to participants | 1,312 | 779 | |||||
Due to broker for securities purchased | 5,905 | 2,242 | |||||
Total liabilities | 8,382 | 3,921 | |||||
Net assets reflecting all investments at fair value | 2,644,490 | 2,219,294 | |||||
Adjustment from fair value to contract value for fully benefit-responsive stable value fund | (2,608 | ) | (6,139 | ) | |||
Net assets available for benefits | $ | 2,641,882 | $ | 2,213,155 | |||
The accompanying Notes to Financial Statements are an integral part of these financial statements.
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NORDSTROM 401(k) PLAN & PROFIT SHARING
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
(Amounts in thousands)
Plan year ended | December 31, 2013 | ||
Additions | |||
Contributions: | |||
Employer contributions | $ | 76,181 | |
Participant contributions | 95,153 | ||
Total contributions | 171,334 | ||
Investment income: | |||
Net appreciation in fair value of investments | 393,158 | ||
Interest and dividends | 35,479 | ||
Total investment income | 428,637 | ||
Total additions | 599,971 | ||
Deductions | |||
Benefit payments to participants | (166,573 | ) | |
Trustee fees, administrative expenses and other | (4,671 | ) | |
Total deductions | (171,244 | ) | |
Increase in net assets | 428,727 | ||
Net assets available for benefits at beginning of year | 2,213,155 | ||
Net assets available for benefits at end of year | $ | 2,641,882 | |
The accompanying Notes to Financial Statements are an integral part of these financial statements.
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NORDSTROM 401(k) PLAN & PROFIT SHARING
NOTES TO FINANCIAL STATEMENTS
(Dollar and share amounts in thousands)
NOTE 1: THE PLAN AND SIGNIFICANT ACCOUNTING POLICIES
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. The Plan operates on a calendar year basis.
The following describes the provisions of the Plan in effect on December 31, 2013 (except as noted), is for informational purposes only and does not bind the Plan. Participants should refer to the Plan documents for a more complete description of the Plan’s provisions.
General
The Plan covers substantially all eligible employees of Nordstrom, Inc. and its participating subsidiaries (the “Company”). For Company profit sharing and matching contributions, participation begins on the first of the month coinciding with or following the first anniversary of the employee’s original hire date. For elective salary deferrals (401(k) contributions), participation begins on their hire date. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).
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 (“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 original hire date with a salary deferral contribution equal to 2% of eligible 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 years ended December 31, 2013 and 2012, to qualify for Company profit sharing and matching contributions, eligible 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.
Fiscal Year
We operate on a calendar fiscal year ending on December 31st. References to 2013 and 2012 relate to the fiscal years ended December 31, 2013 and December 31, 2012, respectively.
Trustees and Administrator of the Plan
The asset trustees of the Plan are Mercer Trust Company (all assets except the Nordstrom Target Retirement Date Funds) and The Bank of New York Mellon (Nordstrom Target Retirement Date 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. Mercer Human Resource Services provided administrative services for 2013.
Plan Contributions
Contributions to the Plan are made through employee 401(k) contributions, including catch-up contributions, Company 401(k) matching contributions, Company profit sharing contributions and participant rollover contributions from other eligible plans.
Employee 401(k) Contributions— Eligible employees may elect to defer eligible compensation on a pre-tax basis, an after-tax (Roth) basis or a combination of both. The maximum elective salary deferral is 50% for non-highly compensated employees and 15% for highly compensated employees. 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 $17.5 and $17.0 ($23.0 and $22.5 for those age 50 and over) in 2013 and 2012.
Company 401(k) Matching Contributions— The Company intends to match employee 401(k) contributions dollar for dollar up to 4% of the participant’s eligible compensation, if approved and at the discretion of the Company’s Board of Directors. For Plan purposes, eligible compensation generally includes taxable 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 Code ($255 and $250 for 2013 and 2012). Catch-up contributions are not eligible for matching contributions.
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NORDSTROM 401(k) PLAN & PROFIT SHARING
NOTES TO FINANCIAL STATEMENTS
(Dollar and share amounts in thousands)
Company Profit Sharing Contributions— The Company’s Board of Directors determines the Company profit sharing contribution, if any, each year. Profit sharing contributions are invested in participant-directed investments or, if the participant does not make an investment election, defaulted into a Nordstrom Target Retirement Date Fund based on a participant’s date of birth and an assumed retirement age of 65. The Company’s contribution for each Plan year is allocated among qualified participants based on their eligible compensation (as discussed above) and years of service.
Investments
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, 2013 are listed in the supplemental 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 funds into which their account balances have been directed.
Vesting in the Plan
Employees who terminate employment due to retirement, death or total 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, death or total disability, the amounts credited to the accounts of participants are vested as follows:
Employee 401(k) Contributions— Employee contributions (i.e., salary deferral, catch-up and rollover contributions) are always 100% vested.
Company 401(k) Matching Contributions— Company matching contributions for employees 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 immediately 100% vested.
Company Profit Sharing Contributions— Participants are immediately 100% vested in Company profit sharing contributions.
Forfeitures
When terminations of participation in the Plan occur, the nonvested portion of the participant's account, as defined by the Plan, represents a forfeiture, unless the participant resumes service with the Company within five years. At December 31, 2013 and 2012, forfeited nonvested accounts totaled $950 and $549. Forfeitures of unvested Company matching or profit sharing contributions from terminated participant accounts are used to offset future Company matching contributions, future Company profit sharing contributions, or to pay Plan administrative expenses, as determined by the Retirement Committee. During 2013 and 2012, employer contributions were offset by forfeitures of $949 and $556.
Benefits
On 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 elect to remain in the Plan, if the vested account balance (including the rollover account) exceeds $1. These distributions are subject to required distributions under Section 401(a)(9) of the Code. When an active participant reaches age 59½ 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. Amounts allocated to former participants who have withdrawn from the Plan, but have not yet been paid as of December 31, 2013 and 2012 were $188 and $187.
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NORDSTROM 401(k) PLAN & PROFIT SHARING
NOTES TO FINANCIAL STATEMENTS
(Dollar and share amounts in thousands)
Participant Loans
Participants may borrow from their fund accounts a minimum of $1 up to a maximum equal to the lesser of 50% of their vested account balance or $50 less the highest outstanding principal balance of any loans during the one-year period immediately preceding the loan request date. Loan terms are a maximum of five years or, if for the purchase of a principal residence, up to 20 years. 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, 2013 range from 4.25% to 10.5% and are determined at the time the loan is approved. Principal and interest is paid through payroll deductions, following the participant's semi-monthly or weekly payment cycle. Participants may pay monthly upon separation or leave of absence. Payment obligations may be suspended for participants during approved leaves of absence not longer than one year and during periods of qualified military service. A participant may have a maximum of two loans outstanding at any one time.
If a participant’s employment terminates for any reason and does not make a payment within 90 days of the due date, 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.
Termination of the Plan
Although it has not expressed an intention to do so, the Company reserves the right to suspend, discontinue, or terminate the Plan at any time subject to the provisions set forth in ERISA. 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 September 23, 2009, that the Plan is designed in conformity with the applicable requirements of the Code. The Company and Plan management believe that the Plan is currently designed and operated in compliance with the applicable requirements of the Code, 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. Accounting principles generally accepted in the United States of America (“GAAP”) require Plan management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. As the Plan is tax-exempt, the Plan administrator has concluded that as of December 31, 2013 and 2012, there are no uncertain tax positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The Plan administrator believes it is no longer subject to income tax examinations for years prior to 2010.
Basis of Accounting
The accompanying financial statements have been prepared in accordance with GAAP.
Use of Estimates
The preparation of financial statements in conformity with GAAP 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 and assumptions.
Risks and Uncertainties
The Plan holds various investment instruments, including, but not limited to, common stock, mutual funds and common/collective trust funds. Investment securities, in general, are exposed to various risks, such as interest rate risk, credit risk 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 such changes could materially affect the amounts reported in the financial statements.
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NORDSTROM 401(k) PLAN & PROFIT SHARING
NOTES TO FINANCIAL STATEMENTS
(Dollar and share amounts in thousands)
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. The other assets balance is composed of these amounts recorded at the cash surrender value of the life insurance policy. At December 31, 2013 and 2012, life insurance accounts totaled $1,953 and $2,050.
Investment Valuation and Income Recognition
The Plan’s investments are held by the trustees and are recorded at fair value, as follows:
• | Common stock is valued at quoted market prices as of the last trading day of the year. |
• | Shares of mutual funds held by the Plan at year end are valued at quoted market prices as of the last trading day of the year, which represent the net asset value of shares. |
• | Common/collective trust funds ("CCT") are valued based on the year-end unit value. Unit values are determined by the issuer by dividing the fair values of the total net assets at year end by the outstanding units. The fair values of the total net assets are determined by the nature of the underlying investments. Each underlying investment is valued at fair value according to its investment type. |
• | Investments in debt securities are valued using the market approach and observable inputs, such as observable trade prices, multiple broker/dealer quotes, related yield curves and other assumptions about the securities. |
• | The stable value fund is stated at fair value then adjusted to contract value as described in Note 4: Stable Value Fund. Fair value is the net asset value of underlying investments, and contract value is principal plus accrued interest. |
• | Self-directed brokerage accounts allow participants to invest all or a portion of their contributions into investments of their choice. The fair value is based on the underlying investments, which may include common stock, mutual funds, debt securities and CCTs. |
• | The Nordstrom Target Retirement Date Funds hold underlying investments which include common stock, mutual funds, debt securities and CCTs. The fair values of the Nordstrom Target Retirement Date Funds are valued based on the underlying investments. |
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on an accrual basis. Dividends are recorded when earned.
Net realized gains or losses on investment sales represent the difference between the sale proceeds and cost of the investments. Net unrealized appreciation or depreciation on investments held at the end of the Plan year represents the net change in fair value of investments during the year. The Statement of Changes in Net Assets Available for Benefits presents the net appreciation in fair value of investments, which consists of realized and unrealized gains and losses.
Administrative and Recordkeeping Expenses
Substantially all of the administrative and recordkeeping expenses incurred in connection with the Plan are paid by the Plan and allocated per capita to each participant. The fees allocated during a quarter are reflected on each participant’s quarterly statement.
NOTE 2: INVESTMENTS
The following table presents the value of individual investments that represent 5% or more of the Plan’s net assets available for benefits:
December 31, | |||||||
2013 | 2012 | ||||||
Nordstrom common stock | $ | 302,791 | $ | 277,434 | |||
Putnam Stable Value Fund | 201,490 | 204,760 | |||||
American Funds EuroPacific Growth Fund | 195,658 | 164,532 | |||||
Dodge & Cox Stock Fund | 174,794 | 122,608 | |||||
Rainier Small/Mid Cap Equity Fund | 134,229 | 100,095 | |||||
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NORDSTROM 401(k) PLAN & PROFIT SHARING
NOTES TO FINANCIAL STATEMENTS
(Dollar and share amounts in thousands)
During 2013, the Plan’s investments (including investments bought and sold, as well as held during the year) appreciated in value as follows:
Plan year ended | December 31, 2013 | ||
Mutual funds | $ | 169,389 | |
Nordstrom Target Retirement Date Funds | 168,416 | ||
Nordstrom common stock | 42,367 | ||
Common/collective trust funds | 10,660 | ||
Brokerage securities | 2,326 | ||
Net appreciation in fair value of investments | $ | 393,158 | |
NOTE 3: FAIR VALUE MEASUREMENT
The Plan discloses its assets that are measured at fair value in the Statement of Net Assets Available for Benefits by level within the fair value hierarchy as defined by applicable accounting standards:
Level 1: Quoted market prices in active markets for identical assets or liabilities
Level 2: Other observable market-based inputs or unobservable inputs that are corroborated by market data
Level 3: Unobservable inputs that cannot be corroborated by market data that reflect the reporting entity’s own
assumptions
Transfers of investments between different levels of the fair value hierarchy are recorded as of the end of the reporting period. The following tables set forth, by level within the fair value hierarchy, a summary of the Plan’s investments that were measured at fair value on a recurring basis as of December 31, 2013 and 2012.
December 31, 2013 | |||||||||||
Level 1 | Level 2 | Total | |||||||||
Equity securities: | |||||||||||
Nordstrom common stock | $ | 302,791 | $ | — | $ | 302,791 | |||||
Other domestic corporate stock | 177,328 | — | 177,328 | ||||||||
Debt securities: | |||||||||||
U.S. Government | — | 43,106 | 43,106 | ||||||||
Corporate debt | — | 46,098 | 46,098 | ||||||||
Other | — | 7,409 | 7,409 | ||||||||
Mutual funds: | |||||||||||
Domestic | 857,430 | — | 857,430 | ||||||||
International | 485,480 | — | 485,480 | ||||||||
Fixed income | 198,119 | — | 198,119 | ||||||||
Common/collective trusts ("CCTs"): | |||||||||||
Putnam Stable Value Fund | — | 225,170 | 225,170 | ||||||||
ING Large Cap Growth Fund | 85,480 | — | 85,480 | ||||||||
Treasury Inflation Protected Securities ("TIPS") | — | 26,423 | 26,423 | ||||||||
Other short-term investment funds | 4,426 | 7,401 | 11,827 | ||||||||
Brokerage securities | — | 15,471 | 15,471 | ||||||||
Other | 106 | 3,839 | 3,945 | ||||||||
Total | $ | 2,111,160 | $ | 374,917 | $ | 2,486,077 | |||||
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NORDSTROM 401(k) PLAN & PROFIT SHARING
NOTES TO FINANCIAL STATEMENTS
(Dollar and share amounts in thousands)
December 31, 2012 | |||||||||||
Level 1 | Level 2 | Total | |||||||||
Equity securities: | |||||||||||
Nordstrom common stock | $ | 277,434 | $ | — | $ | 277,434 | |||||
Other domestic corporate stock | 133,564 | — | 133,564 | ||||||||
Debt securities: | |||||||||||
U.S. Government | — | 37,675 | 37,675 | ||||||||
Corporate debt | — | 40,929 | 40,929 | ||||||||
Other | — | 5,538 | 5,538 | ||||||||
Mutual funds: | |||||||||||
Domestic | 712,058 | — | 712,058 | ||||||||
International | 382,810 | — | 382,810 | ||||||||
Fixed income | 196,567 | — | 196,567 | ||||||||
CCTs: | |||||||||||
Putnam Stable Value Fund | — | 225,386 | 225,386 | ||||||||
TIPS | — | 24,541 | 24,541 | ||||||||
Other short-term investment funds | 333 | 4,177 | 4,510 | ||||||||
Brokerage securities | — | 11,726 | 11,726 | ||||||||
Other | 137 | 4,438 | 4,575 | ||||||||
Total | $ | 1,702,903 | $ | 354,410 | $ | 2,057,313 | |||||
The Plan did not have any Level 3 measurements as of December 31, 2013 and 2012. During 2013 and 2012, there were no transfers in or out of Levels 1, 2 or 3.
NOTE 4: STABLE VALUE FUND
The Putnam Stable Value Fund (the “Fund”) 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 in the Fund at contract value. Contract value represents contributions made to the fund, plus earnings, less participant withdrawals and administrative expenses.
The Statements of Net Assets Available for Benefits present the Fund at fair value, as well as an additional line item showing an adjustment from fair value to contract value. Fair value of the underlying investments of the Fund is calculated by discounting the related cash flows based on current yields of similar instruments with comparable durations.
Certain events may limit the ability of the Fund to transact at contract value. Such events include but are not limited to: complete or partial plan termination or merger with another plan; failure of the Plan or its trust to qualify for exemption from federal income taxes or any required prohibited transaction exemption under ERISA; transfer of assets from the Fund directly into a competing investment option; or any communication given to Plan participants designed to influence a participant not to invest in the Fund or to transfer assets out of the Fund. Plan management believes that the occurrence of events that would cause the Fund to transact at less than contract value is not probable.
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NORDSTROM 401(k) PLAN & PROFIT SHARING
NOTES TO FINANCIAL STATEMENTS
(Dollar and share amounts in thousands)
NOTE 5: EXEMPT PARTY-IN-INTEREST TRANSACTIONS
Mercer Trust Company has been the trustee of all assets of the Plan since January 1, 2005, with the exception of the Nordstrom Target Retirement Date Funds. The Bank of New York Mellon has been the trustee of the Nordstrom Target Retirement Date Funds since inception of these funds on September 6, 2011. Accordingly, Mercer Trust Company and The Bank of New York Mellon are each a party-in-interest with respect to the Plan.
The Plan invested in investment funds held by Mercer Trust Company and its affiliates during 2013. 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 were $1,527 for 2013. Fees paid by the Plan to The Bank of New York Mellon were $408 for 2013.
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 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 2013.
As of December 31, 2013 and 2012, the Plan held 4,902 and 5,178 shares of Nordstrom common stock, with a cost basis of $136,977 and $134,695. The Plan recorded dividend income of $6,014 during 2013.
NOTE 6: EXCESS CONTRIBUTIONS PAYABLE TO PARTICIPANTS
The Plan is subject to certain non-discrimination rules under ERISA and the Code. For 2013 and 2012, the Plan failed certain of the non-discrimination tests under the Code due to lower contribution percentages by non-highly compensated eligible employees relative to the contribution percentages of highly compensated eligible employees. In order to meet the requirements of the non-discrimination rules, the Plan refunded a portion of the contributions made by highly compensated participants, in accordance with applicable provisions of the Code. The refund for 2013, paid in March 2014, totaled $1,312 and included approximately $226 of investment earnings. The refund for 2012, paid in March 2013, totaled $779 and included approximately $82 of investment earnings. The refunds are recorded as “Excess contributions payable to participants” in the Statements of Net Assets Available for Benefits. The refund for 2013 is included in “Benefit payments to participants” on the Statement of Changes in Net Assets Available for Benefits.
NOTE 7: 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 (“EBSA”) as of:
December 31, | |||||||
2013 | 2012 | ||||||
Net assets available for benefits per the financial statements | $ | 2,641,882 | $ | 2,213,155 | |||
Adjustment from contract value to fair value for fully benefit-responsive stable value fund | 2,608 | 6,139 | |||||
Trustee and administrative fees payable | 913 | 649 | |||||
Net assets available for benefits per Form 5500 | $ | 2,645,403 | $ | 2,219,943 | |||
The following is a reconciliation of total net investment income per the financial statements to the amounts reflected in the Form 5500 as filed by the Company with the EBSA:
Plan year ended | December 31, 2013 | ||
Total net investment income per the financial statements | $ | 428,637 | |
Change in the adjustment from contract value to fair value for fully benefit-responsive stable value fund | (3,531 | ) | |
Investment management and custodian fees | (15 | ) | |
Total net investment income per Form 5500 | $ | 425,091 | |
12 of 21
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, 2013
(Dollars in thousands)
Identity of issuer, borrower, lessor, or similar party | Description of investment including maturity date, rate of interest, collateral, par, or maturity value | Fair Value2 | ||||
Nordstrom, Inc.1 | Common Stock | $ | 302,791 | |||
ING Large Cap Growth Fund | CCT | 83,315 | ||||
Putnam Stable Value Fund | CCT | 201,490 | ||||
American Funds EuroPacific Growth Fund | Mutual Fund | 195,658 | ||||
Dodge & Cox Stock Fund | Mutual Fund | 174,794 | ||||
Neuberger & Berman Genesis Fund | Mutual Fund | 129,048 | ||||
PIMCO Total Return Fund | Mutual Fund | 94,583 | ||||
Rainier Small/Mid Cap Equity Fund | Mutual Fund | 134,229 | ||||
Vanguard Institutional Index Fund | Mutual Fund | 118,897 | ||||
Brokerage Securities | Self-directed Brokerage Securities | 15,471 | ||||
SDB Money Market Fund | Self-directed Brokerage Money Market Fund | 3,839 | ||||
Pending Account | Noninterest-bearing cash | 106 | ||||
New England Life Insurance | Life insurance policies | 1,953 | ||||
Participant Loans1 | Loan interest rates range from 4.25% to 10.5%. Loan repayment is made through regular payroll deductions for a period of up to 5 years 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. | 86,014 | ||||
1 Party-in-interest
2 Cost information is not required for participant-directed investments and therefore is not included.
13 of 21
Identity of issuer, borrower, lessor, or similar party | Description of investment including maturity date, rate of interest, collateral, par, or maturity value | Fair Value2 | ||||
Investments held within the Nordstrom Target Retirement Date Funds1: | ||||||
Aberdeen International Equity Fund | Mutual Fund | $ | 142,125 | |||
American Funds EuroPacific Growth Fund | Mutual Fund | 147,697 | ||||
Commitment to purchase a mutual fund | Mutual Fund | 3,500 | ||||
Dodge & Cox Stock Fund | Mutual Fund | 113,293 | ||||
Neuberger Berman Genesis Fund/Institutional | Mutual Fund | 68,014 | ||||
PIMCO Asset Bkd Secs Portfolio | Mutual Fund | 2,441 | ||||
PIMCO Emerging Mkts Portfolio Instl | Mutual Fund | 3,200 | ||||
PIMCO High Yield Portfolio Inst | Mutual Fund | 2,132 | ||||
PIMCO Intl Port | Mutual Fund | 8,449 | ||||
PIMCO Invt Grade Corp Portfolio Ins | Mutual Fund | 15,380 | ||||
PIMCO Mtg Portfolio Inst | Mutual Fund | 27,989 | ||||
PIMCO Municipal Sector Portfolio | Mutual Fund | 1,047 | ||||
PIMCO Real Return Bd Port Inst | Mutual Fund | 13,280 | ||||
PIMCO Short Term Portfolio Inst | Mutual Fund | 2,189 | ||||
PIMCO U.S. Govt Sect Portfolio Instr | Mutual Fund | 15,849 | ||||
PIMCO Short Term Fltg NAV - Port II | Mutual Fund | 8,078 | ||||
Vanguard Institutional Index Fund | Mutual Fund | 119,155 | ||||
EB Temporary Investment Fund | CCT - due 12/31/2049 - variable | 13,992 | ||||
Putnam Stable Value Fund | CCT | 23,680 | ||||
SSGA TIPS Index | CCT | 26,423 | ||||
FHLMC POOL #G3-0315 | U.S. Government Securities - due 1/1/2027 - 6.0% | 407 | ||||
FHLMC POOL #G3-0320 | U.S. Government Securities - due 7/1/2025 - 6.0% | 635 | ||||
FHLMC POOL #H0-1774 | U.S. Government Securities - due 9/1/2037 - 6.5% | 100 | ||||
FHLMC POOL #G0-2993 | U.S. Government Securities - due 4/1/2037 - 6.0% | 171 | ||||
FHLMC POOL #G0-6066 | U.S. Government Securities - due 5/1/2040 - 6.0% | 338 | ||||
FHLMC POOL #C9-0981 | U.S. Government Securities - due 7/1/2026 - 6.5% | 614 | ||||
FHLMC POOL #C9-1013 | U.S. Government Securities - due 1/1/2027 - 6.5% | 387 | ||||
FHLMC POOL #1H-2592 | U.S. Government Securities - due 1/1/2036 - variable | 244 | ||||
FHLMC POOL #H0-9197 | U.S. Government Securities - due 10/1/2038 - 6.5% | 77 | ||||
FHLMC POOL #H0-9212 | U.S. Government Securities - due 5/1/2038 - 5.5% | 150 | ||||
FHLMC POOL #78-1274 | U.S. Government Securities - due 2/1/2034 - variable | 280 | ||||
FHLMC POOL #G1-4667 | U.S. Government Securities - due 2/1/2027 - 4.0% | 808 | ||||
FHLMC POOL #G0-5979 | U.S. Government Securities - due 10/1/2038 - 5.5% | 241 | ||||
FHLMC POOL #G0-7491 | U.S. Government Securities - due 3/1/2042 - 4.5% | 1,418 | ||||
FHLMC POOL #J1-2899 | U.S. Government Securities - due 9/1/2025 - 4.0% | 706 | ||||
FHLMC POOL #Q0-3517 | U.S. Government Securities - due 9/1/2041 - 4.5% | 1,183 | ||||
FHLMC MULTICLASS MTG 4240 FA | U.S. Government Securities - due 8/15/2043 - variable | 1,217 | ||||
FHLMC MULTICLASS CTF 4283 EW | U.S. Government Securities - due 12/15/2043 - variable | 503 | ||||
FNMA POOL #0255779 | U.S. Government Securities - due 6/1/2025 - 6.0% | 587 | ||||
FNMA POOL #0256653 | U.S. Government Securities - due 3/1/2027 - 6.5% | 324 | ||||
1The Plan has twelve Nordstrom Target Retirement Date Funds, including: Nordstrom Target Retirement Date Income Fund, Nordstrom Target Retirement Date 2000 Fund, Nordstrom Target Retirement Date 2005 Fund, Nordstrom Target Retirement Date 2010 Fund, Nordstrom Target Retirement Date 2015 Fund, Nordstrom Target Retirement Date 2020 Fund, Nordstrom Target Retirement Date 2025 Fund, Nordstrom Target Retirement Date 2030 Fund, Nordstrom Target Retirement Date 2035 Fund, Nordstrom Target Retirement Date 2040 Fund, Nordstrom Target Retirement Date 2045 Fund and Nordstrom Target Retirement Date 2050 Fund.
14 of 21
Identity of issuer, borrower, lessor, or similar party | Description of investment including maturity date, rate of interest, collateral, par, or maturity value | Fair Value2 | |||
FNMA POOL #0256851 | U.S. Government Securities - due 8/1/2037 - 7.0% | 166 | |||
FNMA POOL #0257007 | U.S. Government Securities - due 12/1/2027 - 6.0% | 204 | |||
FNMA POOL #0AL0406 | U.S. Government Securities - due 6/1/2038 - 6.0% | 128 | |||
FNMA POOL #0AL0852 | U.S. Government Securities - due 6/1/2038 - 6.0% | 241 | |||
FNMA POOL #0AL2689 | U.S. Government Securities - due 2/1/2027 - 4.0% | 639 | |||
FNMA GTD REMIC P/T 01-79 BA | U.S. Government Securities - due 3/25/2045 - 7.0% | 73 | |||
FNMA GTD REMIC P/T 01-T10 A1 | U.S. Government Securities - due 12/25/2041 - 7.0% | 431 | |||
FNMA GTD REMIC P/T 04-W2 5A | U.S. Government Securities - due 3/25/2044 - 7.5% | 796 | |||
FNMA GTD REMIC P/T 07-W10 2A | U.S. Government Securities - due 8/25/2047 - variable | 597 | |||
FNMA POOL #0725457 | U.S. Government Securities - due 4/1/2014 - 4.6% | 348 | |||
FNMA POOL #0735503 | U.S. Government Securities - due 4/1/2035 - 6.0% | 337 | |||
FNMA POOL #0735608 | U.S. Government Securities - due 3/1/2035 - variable | 609 | |||
FNMA POOL #0745329 | U.S. Government Securities - due 7/1/2035 - 6.0% | 510 | |||
FNMA POOL #0884704 | U.S. Government Securities - due 6/1/2036 - variable | 197 | |||
FNMA POOL #0888154 | U.S. Government Securities - due 11/1/2036 - variable | 573 | |||
FNMA POOL #0888367 | U.S. Government Securities - due 3/1/2037 - 7.0% | 1,227 | |||
FNMA POOL #0888787 | U.S. Government Securities - due 10/1/2037 - 6.5% | 149 | |||
FNMA POOL #0889095 | U.S. Government Securities - due 1/1/2038 - 6.5% | 251 | |||
FNMA POOL #0889634 | U.S. Government Securities - due 2/1/2023 - 6.0% | 721 | |||
FNMA POOL #0889984 | U.S. Government Securities - due 10/1/2038 - 6.5% | 538 | |||
FNMA POOL #0945680 | U.S. Government Securities - due 9/1/2037 - 6.0% | 319 | |||
FNMA POOL #0995487 | U.S. Government Securities - due 8/1/2037 - 6.0% | 633 | |||
FNMA POOL #0AB8086 | U.S. Government Securities - due 10/1/2037 - 6.0% | 229 | |||
FNMA POOL #0AD0130 | U.S. Government Securities - due 8/1/2039 - 6.5% | 137 | |||
FNMA POOL #0AD0217 | U.S. Government Securities - due 8/1/2037 - 6.0% | 603 | |||
FNMA POOL #0AD0218 | U.S. Government Securities - due 9/1/2036 - 6.0% | 590 | |||
FNMA POOL #0AE0288 | U.S. Government Securities - due 10/1/2037 - 6.0% | 98 | |||
FNMA POOL #0AL1845 | U.S. Government Securities - due 6/1/2039 - variable | 384 | |||
FNMA POOL #0AL1900 | U.S. Government Securities - due 8/1/2026 - 4.5% | 779 | |||
FNMA POOL #0AL3671 | U.S. Government Securities - due 5/1/2041 - 6.0% | 1,424 | |||
FNMA POOL #0AL4577 | U.S. Government Securities - due 1/1/2034 - 4.5% | 1,013 | |||
FNMA GTD REMIC P/T 13-26 FE | U.S. Government Securities - due 4/25/2043 - variable | 1,439 | |||
FNMA GTD REMIC P/T 13-128 CF | U.S. Government Securities - due 12/25/2043 - variable | 1,739 | |||
FNMA GTD REMIC P/T 12-46 BA | U.S. Government Securities - due 5/25/2042 - 6.0% | 1,815 | |||
FNMA POOL #0888637 | U.S. Government Securities - due 9/1/2037 - 6.0% | 34 | |||
FNMA POOL #0976853 | U.S. Government Securities - due 11/1/2029 - 5.5% | 568 | |||
FNMA POOL #0AB1763 | U.S. Government Securities - due 11/1/2030 - 4.0% | 273 | |||
FNMA POOL #0MA0232 | U.S. Government Securities - due 11/1/2029 - 4.5% | 1,517 | |||
FNMA POOL #0AD0121 | U.S. Government Securities - due 9/1/2029 - 4.5% | 1,039 | |||
FNMA POOL #0AD0198 | U.S. Government Securities - due 9/1/2038 - 5.5% | 295 | |||
FNMA POOL #0AD0964 | U.S. Government Securities - due 11/1/2039 - 5.5% | 1,303 | |||
FNMA GTD REMIC P/T 07-50 DZ | U.S. Government Securities - due 6/25/2037 - 5.5% | 1,546 | |||
SBA GTD PARTN CTFS 2006-20E 1 | U.S. Government Securities - due 5/1/2026 - 5.87% | 517 | |||
SBA GTD PARTN CTFS 2007-20B 1 | U.S. Government Securities - due 2/1/2027 - 5.49% | 533 | |||
SBA GTD PARTN CTFS 2007-20D 1 | U.S. Government Securities - due 4/1/2027 - 5.32% | 305 | |||
U.S. TREASURY NOTE | U.S. Government Securities - due 2/28/2014 - 0.25% | 250 | |||
U.S. TREASURY NOTE | U.S. Government Securities - due 4/15/2015 - 0.375% | 3,157 | |||
U.S. TREASURY NOTE | U.S. Government Securities - due 10/31/2014 - 0.25% | 751 | |||
15 of 21
Identity of issuer, borrower, lessor, or similar party | Description of investment including maturity date, rate of interest, collateral, par, or maturity value | Fair Value2 | |||
U.S. TREASURY NOTE | U.S. Government Securities - due 8/15/2016 - 0.625% | 690 | |||
Ally Financial, Inc. | Corporate Debt - due 2/11/2014 - 4.5% | 1,154 | |||
AT&T, Inc. | Corporate Debt - due 2/15/2039 - 6.55% | 511 | |||
BAC Capital Trust XI | Corporate Debt - due 5/23/2036 - 6.625% | 978 | |||
Bank of America Corp. | Corporate Debt - due 6/1/2019 - 7.625% | 595 | |||
Bank Of America NA | Corporate Debt - due 3/15/2017 - 5.3% | 413 | |||
Bank One Capital III | Corporate Debt - due 9/1/2030 - 8.75% | 577 | |||
BNSF Railway Co. | Corporate Debt - due 4/1/2024 - 5.996% | 253 | |||
Boston Scientific Corp. | Corporate Debt - due 6/15/2016 - 6.4% | 697 | |||
Boston Scientific Corp. | Corporate Debt - due 1/15/2020 - 6.0% | 316 | |||
Burlington Northern Santa Fe | Corporate Debt - due 1/15/2021 - 8.251% | 741 | |||
Burlington Northern Santa Fe | Corporate Debt - due 9/1/2023 - 3.85% | 443 | |||
Capital One Financial Corp. | Corporate Debt - due 6/15/2023 - 3.5% | 990 | |||
Cemex SAB de CV | Corporate Debt - due 12/10/2019 - 6.5% | 491 | |||
Chase Issuance Trust A8 A8 | Corporate Debt - due 10/16/2017 - 0.54% | 969 | |||
CIGNA Corp. | Corporate Debt - due 5/15/2027 - 7.875% | 294 | |||
CIGNA Corp. | Corporate Debt - due 11/15/2036 - 6.15% | 366 | |||
CIGNA Corp. | Corporate Debt - due 5/1/2019 - 8.5% | 256 | |||
CIGNA Corp. | Corporate Debt - due 6/15/2020 - 5.125% | 83 | |||
CIGNA Corp. | Corporate Debt - due 2/15/2022 - 4.0% | 153 | |||
Citigroup, Inc. | Corporate Debt - due 5/15/2018 - variable | 521 | |||
Citigroup, Inc. | Corporate Debt - due 7/30/2022 - 4.05% | 198 | |||
Comcast Corp. | Corporate Debt - due 5/15/2018 - 5.7% | 144 | |||
Comcast Corp. | Corporate Debt - due 2/15/2018 - 5.875% | 860 | |||
Cox Communications, Inc. | Corporate Debt - due 12/1/2016 - 5.875% | 1,002 | |||
Cox Communications, Inc. 144A | Corporate Debt - due 12/15/2022 - 3.25% | 430 | |||
Cox Communications, Inc. 144A | Corporate Debt - due 6/30/2023 - 2.95% | 328 | |||
CSX Transportation, Inc. | Corporate Debt - due 1/15/2023 - 6.251% | 284 | |||
Dillard's, Inc. | Corporate Debt - due 5/15/2027 - 7.75% | 451 | |||
Dillard's, Inc. | Corporate Debt - due 1/15/2018 - 6.625% | 277 | |||
The Dow Chemical Co. | Corporate Debt - due 5/15/2019 - 8.55% | 1,023 | |||
The Dow Chemical Co. | Corporate Debt - due 5/15/2039 - 9.4% | 373 | |||
Eaton Corp. | Corporate Debt - due 11/2/2017 - 1.5% | 74 | |||
Eaton Corp. | Corporate Debt - due 11/2/2022 - 2.75% | 186 | |||
Enel Finance International 144A | Corporate Debt - due 9/15/2037 - 6.8% | 311 | |||
Enel Finance International 144A | Corporate Debt - due 10/7/2039 - 6.0% | 216 | |||
Enel Spa 144A | Corporate Debt - due 9/24/2073 - variable | 217 | |||
ERP Operating LP | Corporate Debt - due 4/15/2023 - 3.0% | 434 | |||
Export-Import BK Korea | Corporate Debt - due 1/11/2017 - 4.0% | 477 | |||
Federal Express Corp. 1998 Pass | Corporate Debt - due 7/15/2023 - 6.72% | 125 | |||
Ford Motor Credit Co., LLC | Corporate Debt - due 1/15/2020 - 8.125% | 250 | |||
Ford Motor Credit Co., LLC | Corporate Debt - due 2/1/2021 - 5.75% | 1,512 | |||
Ford Motor Credit Co., LLC | Corporate Debt - due 8/2/2021 - 5.88% | 227 | |||
General Electric Capital Corp. | Corporate Debt - due 1/8/2020 - 5.5% | 630 | |||
General Electric Capital Corp. | Corporate Debt - due 9/16/2020 - 4.375% | 434 | |||
General Electric Capital Corp. | Corporate Debt - due 10/17/2021 - 4.65% | 191 | |||
HCA, Inc. | Corporate Debt - due 3/15/2014 - 5.75% | 126 | |||
HCA, Inc. | Corporate Debt - due 1/15/2015 - 6.375% | 368 | |||
16 of 21
Identity of issuer, borrower, lessor, or similar party | Description of investment including maturity date, rate of interest, collateral, par, or maturity value | Fair Value2 | |||
HCA, Inc. | Corporate Debt - due 2/15/2016 - 6.5% | 1,012 | |||
Health Net, Inc. | Corporate Debt - due 6/1/2017 - 6.375% | 431 | |||
Hewlett-Packard Co. | Corporate Debt - due 12/9/2016 - 3.3% | 445 | |||
HSBC Holdings PLC | Corporate Debt - due 5/2/2036 - 6.5% | 533 | |||
HSBC Holdings PLC | Corporate Debt - due 9/15/2037 - 6.5% | 532 | |||
HSBC Holdings PLC | Corporate Debt - due 4/5/2021 - 5.1% | 167 | |||
Lafarge S.A. | Corporate Debt - due 7/15/2016 - 6.5% | 608 | |||
Lafarge S.A. 144A | Corporate Debt - due 7/9/2015 - variable | 451 | |||
Legg Mason, Inc. 144A | Corporate Debt - due 5/21/2019 - variable | 465 | |||
Liberty Interactive LLC | Corporate Debt - due 2/1/2030 - 8.3% | 55 | |||
Macy's Retail Holdings, Inc. | Corporate Debt - due 9/15/2028 - 6.7% | 1,186 | |||
Macy's Retail Holdings, Inc. | Corporate Debt - due 7/15/2024 - 6.65% | 289 | |||
Myriad International Holdings 144A | Corporate Debt - due 7/18/2020 - 6.0% | 428 | |||
News America, Inc. | Corporate Debt - due 12/15/2035 - 6.4% | 85 | |||
News America, Inc. | Corporate Debt - due 3/1/2037 - 6.15% | 110 | |||
News America, Inc. | Corporate Debt - due 11/15/2037 - 6.65% | 321 | |||
Nordstrom, Inc. | Corporate Debt - due 3/15/2028 - 6.95% | 211 | |||
Petrobras Global Finance B.V. | Corporate Debt - due 5/20/2023 - 4.375% | 200 | |||
Petrobras International Finance Company | Corporate Debt - due 1/27/2021 - 5.375% | 1,290 | |||
Provident Cos., Inc. | Corporate Debt - due 3/15/2028 - 7.3% | 345 | |||
Reed Elsevier Capital, Inc. | Corporate Debt - due 1/15/2019 - 8.625% | 157 | |||
Reed Elsevier Capital, Inc. | Corporate Debt - due 10/15/2022 - 3.125% | 523 | |||
The Royal Bank of Scotland PLC | Corporate Debt - due 1/11/2021 - 6.125% | 255 | |||
The Royal Bank of Scotland Group PLC | Corporate Debt - due 12/15/2022 - 6.125% | 1,022 | |||
SLM Corp. | Corporate Debt - due 6/15/2018 - 8.45% | 175 | |||
SLM Corp. | Corporate Debt - due 1/25/2016 - 6.25% | 162 | |||
SLM Corp. | Corporate Debt - due 1/25/2017 - 6.0% | 433 | |||
SLM Corp. | Corporate Debt - due 9/10/2015 - 3.875% | 233 | |||
SLM Private Education C A2 144A | Corporate Debt - due 10/15/2046 - 3.31% | 646 | |||
Sprint Nextel Corp. | Corporate Debt - due 12/1/2016 - 6.0% | 464 | |||
Telecom Italia Capital S.A. | Corporate Debt - due 6/18/2019 - 7.175% | 365 | |||
Telecom Italia Capital S.A. | Corporate Debt - due 7/18/2036 - 7.2% | 120 | |||
Telecom Italia Capital S.A. | Corporate Debt - due 6/4/2018 - 6.999% | 665 | |||
Time Warner Cable, Inc. | Corporate Debt - due 5/1/2037 - 6.55% | 440 | |||
Time Warner Cable, Inc. | Corporate Debt - due 2/14/2019 - 8.75% | 358 | |||
Time Warner Cable, Inc. | Corporate Debt - due 4/1/2019 - 8.25% | 849 | |||
Time Warner Cable, Inc. | Corporate Debt - due 9/1/2021 - 4.0% | 209 | |||
Time Warner, Inc. | Corporate Debt - due 5/1/2032 - 7.7% | 1,541 | |||
Union Pacific Corp. | Corporate Debt - due 7/15/2022 - 4.163% | 309 | |||
Union Pacific Railroad Co. 1998 | Corporate Debt - due 2/23/2019 - 6.7% | 75 | |||
Union Pacific Railroad Co. 2006 | Corporate Debt - due 7/2/2030 - 5.866% | 1,381 | |||
Verizon Communications, Inc. | Corporate Debt - due 9/15/2023 - 5.15% | 1,262 | |||
Verizon Communications, Inc. | Corporate Debt - due 9/15/2043 - 6.55% | 877 | |||
Vulcan Materials Co. | Corporate Debt - due 12/1/2016 - 6.5% | 224 | |||
Vulcan Materials Co. | Corporate Debt - due 6/15/2021 - 7.5% | 513 | |||
Xerox Corp. | Corporate Debt - due 2/1/2017 - 6.75% | 1,051 | |||
Xerox Corp. | Corporate Debt - due 12/15/2019 - 5.625% | 221 | |||
Xerox Corp. | Corporate Debt - due 5/15/2021 - 4.5% | 463 | |||
17 of 21
Identity of issuer, borrower, lessor, or similar party | Description of investment including maturity date, rate of interest, collateral, par, or maturity value | Fair Value2 | |||
Boston Properties LP | Municipal Debt - due 10/15/2019 - 5.875% | 345 | |||
Boston Properties LP | Municipal Debt - due 5/15/2021 - 4.125% | 128 | |||
Boston Properties LP | Municipal Debt - due 9/1/2023 - 3.125% | 251 | |||
Boston Properties LP | Municipal Debt - due 2/1/2023 - 3.85% | 269 | |||
California State | Municipal Debt - due 4/1/2034 - 7.5% | 1,711 | |||
California State | Municipal Debt - due 10/1/2039 - 7.3% | 566 | |||
California State | Municipal Debt - due 3/1/2040 - 7.625% | 262 | |||
Illinois State | Municipal Debt - due 3/1/2017 - 5.365% | 1,388 | |||
Illinois State | Municipal Debt - due 3/1/2018 - 5.665% | 381 | |||
Kingdom of Spain 144A | Municipal Debt - due 3/6/2018 - 4.0% | 508 | |||
Los Angeles CA Unif Sch Dist | Municipal Debt - due 7/1/2034 - 6.758% | 677 | |||
New Jersey St Turnpike Auth | Municipal Debt - due 1/1/2041 - 7.102% | 924 | |||
Citigroup Capital XIII | Preferred Stock - 7.875% | 1,055 | |||
Actavis PLC | Common Stock | 1,953 | |||
Affiliated Managers Group, Inc. | Common Stock | 965 | |||
Air Lease Corp. | Common Stock | 624 | |||
Akorn, Inc. | Common Stock | 434 | |||
Allergan, Inc./U.S. | Common Stock | 1,893 | |||
Allete, Inc. | Common Stock | 269 | |||
Alliance Data Systems Corp. | Common Stock | 557 | |||
AMC Networks, Inc. | Common Stock | 684 | |||
American Water Works Co., Inc. | Common Stock | 803 | |||
Ameriprise Financial, Inc. | Common Stock | 1,528 | |||
Ametek, Inc. | Common Stock | 1,263 | |||
Amgen, Inc. | Common Stock | 1,821 | |||
Amphenol Corp. | Common Stock | 703 | |||
Anadarko Petroleum Corp. | Common Stock | 1,056 | |||
A.O. Smith Corp. | Common Stock | 798 | |||
Apogee Enterprises, Inc. | Common Stock | 445 | |||
Apple, Inc. | Common Stock | 5,545 | |||
Arctic Cat, Inc. | Common Stock | 128 | |||
Avago Technologies, Ltd. | Common Stock | 610 | |||
B/E Aerospace, Inc. | Common Stock | 2,558 | |||
BankUnited, Inc. | Common Stock | 333 | |||
Best Buy Co., Inc. | Common Stock | 1,483 | |||
Biomarin Pharmaceutical, Inc. | Common Stock | 319 | |||
BlackRock, Inc. | Common Stock | 1,831 | |||
BorgWarner, Inc. | Common Stock | 886 | |||
Boulder Brands, Inc. | Common Stock | 246 | |||
Brown & Brown, Inc. | Common Stock | 552 | |||
Brunswick Corp. | Common Stock | 591 | |||
Cadence Design Systems, Inc. | Common Stock | 403 | |||
Catamaran Corp. | Common Stock | 667 | |||
Cavium, Inc. | Common Stock | 272 | |||
CBS Corp. | Common Stock | 1,463 | |||
Celgene Corp. | Common Stock | 2,205 | |||
The Cheesecake Factory, Inc. | Common Stock | 411 | |||
Chipotle Mexican Grill, Inc. | Common Stock | 1,245 | |||
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Identity of issuer, borrower, lessor, or similar party | Description of investment including maturity date, rate of interest, collateral, par, or maturity value | Fair Value2 | |||
Church & Dwight Co., Inc. | Common Stock | 675 | |||
Ciena Corp. | Common Stock | 275 | |||
Coca-Cola Enterprises, Inc. | Common Stock | 1,522 | |||
Cognizant Technology Solutions | Common Stock | 2,078 | |||
Columbia Banking System, Inc. | Common Stock | 853 | |||
Comcast Corp. | Common Stock | 2,639 | |||
Commvault Systems, Inc. | Common Stock | 400 | |||
Concur Technologies, Inc. | Common Stock | 626 | |||
The Cooper Cos., Inc. | Common Stock | 795 | |||
Costco Wholesale Corp. | Common Stock | 1,513 | |||
Cubesmart | Common Stock | 196 | |||
CVS Caremark Corp. | Common Stock | 2,388 | |||
Danaher Corp. | Common Stock | 1,924 | |||
Delphi Automotive PLC | Common Stock | 1,603 | |||
Dillard's, Inc. | Common Stock | 648 | |||
Discovery Communications, Inc. | Common Stock | 1,937 | |||
Dunkin' Brands Group, Inc. | Common Stock | 523 | |||
Eagle Materials, Inc. | Common Stock | 924 | |||
EMC Corp./Massachusetts | Common Stock | 2,376 | |||
Entravision Communications Corp. | Common Stock | 255 | |||
Envestnet, Inc. | Common Stock | 208 | |||
EOG Resources, Inc. | Common Stock | 1,846 | |||
The Estee Lauder Cos., Inc | Common Stock | 1,626 | |||
Euronet Worldwide, Inc. | Common Stock | 378 | |||
Evercore Partners, Inc. | Common Stock | 826 | |||
F5 Networks, Inc. | Common Stock | 548 | |||
Facebook, Inc. | Common Stock | 2,296 | |||
The Finish Line, Inc. | Common Stock | 14 | |||
First Republic Bank/California | Common Stock | 244 | |||
Fleetcor Technologies, Inc. | Common Stock | 403 | |||
Flowserve Corp. | Common Stock | 1,779 | |||
FMC Technologies, Inc. | Common Stock | 315 | |||
Fortinet, Inc. | Common Stock | 261 | |||
Fortune Brands Home & Security, Inc. | Common Stock | 1,399 | |||
The Gap, Inc. | Common Stock | 1,248 | |||
Gartner, Inc. | Common Stock | 703 | |||
Genesee & Wyoming, Inc. | Common Stock | 868 | |||
Gilead Sciences, Inc. | Common Stock | 3,279 | |||
Glacier Bancorp, Inc. | Common Stock | 543 | |||
GNC Holdings, Inc. | Common Stock | 354 | |||
Google, Inc. | Common Stock | 5,472 | |||
Green Mountain Coffee Roasters, Inc. | Common Stock | 378 | |||
The Hain Celestial Group, Inc. | Common Stock | 506 | |||
Halliburton Co. | Common Stock | 1,301 | |||
Harman International Industries | Common Stock | 1,007 | |||
The Hershey Co. | Common Stock | 1,310 | |||
Hexcel Corp. | Common Stock | 945 | |||
Home Bancshares, Inc. | Common Stock | 251 | |||
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Identity of issuer, borrower, lessor, or similar party | Description of investment including maturity date, rate of interest, collateral, par, or maturity value | Fair Value2 | |||
The Home Depot, Inc. | Common Stock | 2,749 | |||
ISIS Pharmaceuticals, Inc. | Common Stock | 477 | |||
Illumina, Inc. | Common Stock | 501 | |||
Incyte Corp., Ltd. | Common Stock | 277 | |||
Ingersoll-Rand PLC | Common Stock | 1,294 | |||
International Paper Co. | Common Stock | 1,516 | |||
Intuit, Inc. | Common Stock | 2,215 | |||
Invesco, Ltd. | Common Stock | 579 | |||
ITT Corp. | Common Stock | 505 | |||
Jones Lang Lasalle, Inc. | Common Stock | 1,173 | |||
Kansas City Southern | Common Stock | 400 | |||
Kennametal, Inc. | Common Stock | 370 | |||
Kirby Corp. | Common Stock | 482 | |||
Korn/Ferry International | Common Stock | 595 | |||
LaSalle Hotel Properties | Common Stock | 642 | |||
La-Z-Boy, Inc. | Common Stock | 487 | |||
Lennar Corp. | Common Stock | 482 | |||
Liberty Media Corp. | Common Stock | 1,028 | |||
Lions Gate Entertainment Corp. | Common Stock | 428 | |||
Littelfuse, Inc. | Common Stock | 529 | |||
Live Nation Entertainment, Inc. | Common Stock | 483 | |||
LyondellBasell Industries NV | Common Stock | 1,507 | |||
Macy's, Inc. | Common Stock | 1,431 | |||
Martin Marietta Materials, Inc. | Common Stock | 320 | |||
Mastec, Inc. | Common Stock | 615 | |||
Mastercard Inc. | Common Stock | 2,420 | |||
Matador Resources Co. | Common Stock | 528 | |||
McKesson Corp. | Common Stock | 2,174 | |||
Mead Johnson Nutrition Co. | Common Stock | 1,130 | |||
Medivation, Inc. | Common Stock | 264 | |||
Methanex Corp. | Common Stock | 553 | |||
Microchip Technology, Inc. | Common Stock | 565 | |||
Mid-America Apartment Communities, Inc. | Common Stock | 685 | |||
Mohawk Industries, Inc. | Common Stock | 1,419 | |||
Monsanto Co. | Common Stock | 2,066 | |||
Mylan Inc. | Common Stock | 1,126 | |||
NCR Corp. | Common Stock | 531 | |||
NetApp, Inc. | Common Stock | 1,185 | |||
Nike, Inc. | Common Stock | 2,195 | |||
NPS Pharmaceuticals, Inc. | Common Stock | 386 | |||
Nu Skin Enterprises, Inc. | Common Stock | 593 | |||
NXP Semiconductors NV | Common Stock | 1,062 | |||
Oasis Petroleum, Inc. | Common Stock | 1,353 | |||
Oceaneering International, Inc. | Common Stock | 599 | |||
Ocwen Financial Corp. | Common Stock | 1,055 | |||
Oracle Corp. | Common Stock | 2,444 | |||
Packaging Corp of America | Common Stock | 668 | |||
Pall Corp. | Common Stock | 881 | |||
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Identity of issuer, borrower, lessor, or similar party | Description of investment including maturity date, rate of interest, collateral, par, or maturity value | Fair Value2 | |||
PepsiCo, Inc. | Common Stock | 2,471 | |||
Perrigo Co. PLC | Common Stock | 1,245 | |||
Pinnacle Financial Partners, Inc. | Common Stock | 494 | |||
Potlatch Corp. | Common Stock | 482 | |||
Priceline.com, Inc. | Common Stock | 1,085 | |||
Protective Life Corp. | Common Stock | 333 | |||
Prudential Financial, Inc. | Common Stock | 1,408 | |||
PVH Corp. | Common Stock | 507 | |||
Quanta Services, Inc. | Common Stock | 1,015 | |||
Ralph Lauren Corp. | Common Stock | 198 | |||
Raymond James Financial, Inc. | Common Stock | 706 | |||
Resmed, Inc. | Common Stock | 402 | |||
Roper Industries, Inc. | Common Stock | 1,589 | |||
Saia, Inc. | Common Stock | 436 | |||
Salix Pharmaceuticals, Ltd. | Common Stock | 417 | |||
Seattle Genetics, Inc. | Common Stock | 302 | |||
ServiceNow, Inc. | Common Stock | 208 | |||
Signature Bank/New York, NY | Common Stock | 662 | |||
SM Energy Co. | Common Stock | 1,164 | |||
SodaStream International, Ltd. | Common Stock | 146 | |||
Southwest Airlines Co. | Common Stock | 505 | |||
Starbucks Corp. | Common Stock | 2,431 | |||
Steven Madden, Ltd. | Common Stock | 99 | |||
Strategic Hotels & Resorts, Inc. | Common Stock | 560 | |||
Susser Holdings Corp. | Common Stock | 455 | |||
Tenneco, Inc. | Common Stock | 877 | |||
Tesoro Corp. | Common Stock | 323 | |||
TIBCO Software, Inc. | Common Stock | 829 | |||
The Travelers Cos., Inc. | Common Stock | 1,365 | |||
Ulta Salon Cosmetics & Fragrances, Inc. | Common Stock | 1,117 | |||
Ultimate Software Group, Inc. | Common Stock | 588 | |||
Under Armour, Inc. | Common Stock | 333 | |||
Union Pacific Corp. | Common Stock | 2,433 | |||
United Rentals, Inc. | Common Stock | 1,289 | |||
Urban Outfitters, Inc. | Common Stock | 201 | |||
Vantiv, Inc. | Common Stock | 566 | |||
Visa, Inc. | Common Stock | 2,265 | |||
Wabco Holdings, Inc. | Common Stock | 377 | |||
Wabtec Corp. | Common Stock | 627 | |||
The Walt Disney Co. | Common Stock | 1,765 | |||
Waste Connections, Inc. | Common Stock | 877 | |||
Web.com Group, Inc. | Common Stock | 310 | |||
Whole Foods Market, Inc. | Common Stock | 1,355 | |||
Winnebago Industries, Inc. | Common Stock | 318 | |||
WisdomTree Investments, Inc. | Common Stock | 163 | |||
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Exhibit 99.14
AMENDMENT 2013-1
NORDSTROM 401(k) PLAN & PROFIT SHARING
(2008 Restatement)
The Nordstrom 401(k) Plan & Profit Sharing (the “Plan”) is hereby amended pursuant to Plan Section 13.1-3 to conform the Plan’s hardship withdrawal provisions with the Plan’s administrative practice of permitting hardship distributions for certain Plan participants affected by the 2012 Hurricane Sandy disaster, consistent with IRS Announcement 2012-44.
1. | Section 9.7 Hardship Withdrawals is amended by deleting the last sentence of the first paragraph of that Section and replacing it with the following sentence: |
“Excepting Participants who receive a hardship distribution under Section 9.7-2(g), a Participant receiving a hardship distribution after December 31, 2001 will be ineligible to make Salary Deferral Contributions (including Catch-up Contributions) for the period of six (6) consecutive months following the hardship withdrawal.”
2. | Section 9.7-2 Hardship is amended in its entirety as follows: |
“9.7-2 Hardship. The term “hardship” as used herein shall mean an immediate and heavy financial need resulting from any one or more of (a) through (g) below:
(a)uninsured expenses for (or necessary to obtain) medical or dental care that would be deductible under Code section 213(d) (determined without regard to whether the expenses exceed 7.5% of the Participant’s adjusted gross income) incurred or to be incurred by the Participant or the Participant’s spouse or dependents (where a Participant’s dependents include Participant’s noncustodial children who are treated as dependents pursuant to Code section 213(d)(5), provided however that expenses with respect to any such noncustodial children exclude nonprescription drugs or medicine, other than insulin);
(b)costs directly related to the purchase (excluding mortgage payments) of a principal residence for the Participant;
(c)payment of tuition, related educational fees, and room and board expenses for up to the next twelve (12) months of post-secondary education for the Participant or the Participant’s spouse, children or dependents;
(d)payments necessary to prevent the eviction of Participant from his or her principal residence or to prevent foreclosure on the mortgage of Participant’s principal residence;
(e)payments for burial or funeral expenses for the Participant’s deceased parent, spouse, children or dependents;
(f) uninsured expenses for the repair of damage to the Participant’s principal residence that would qualify for the casualty deduction under Code section 165 (determined without regard to whether the loss exceeds 10% of the Participant’s adjusted gross income); or
(g) expenses resulting from the 2012 Hurricane Sandy disaster, if (1) the distribution is requested by an Employee or former Employee whose principal residence or place of employment on October 26, 2012 was located in one of the counties or Tribal Nations identified as federally declared disaster areas because of the devastation caused by Hurricane Sandy, or whose lineal ascendant or descendant, dependent or spouse had a principal residence or place of employment in one of those counties or Tribal Nations on that date; and (2) the hardship withdrawal occurs on or after October 26, 2012 and no later than February 1, 2013.
Exhibit 99.14
In addition, a hardship withdrawal may include an amount necessary to satisfy any tax obligation which becomes payable on account of a distribution for any hardship described in (a) through (g), above. For purposes of this 9.7-2, the term “dependents” shall have the meaning prescribed under Code section 152, without regard to subsections (b)(1), (b)(2) and (d)(1)(B).”
3. | Section 9.7-3 Representation that Distribution is Necessary to Satisfy Financial Need is amended by deleting subsection (b) thereof and replacing it with the following new subsection (b): |
“(b) Excepting hardship withdrawals made under Section 9.7-2(g), the Administrator shall require the Participant to provide written certification of the facts and circumstances establishing that Participant has met one of the hardship categories and may consider other relevant evidence. Such written certification shall require the Participant to represent that the financial need cannot reasonably be relieved: (1) through reimbursement or compensation by insurance or otherwise; (2) by liquidation of the Participant’s assets; (3) by cessation of Elective Deferrals under the Plan; (4) by other currently available distributions and nontaxable loans under the Plan and under any other plan maintained by the Employer or by any other employer; or (5) by borrowing from commercial sources on reasonable commercial terms in an amount sufficient to satisfy the need. A Participant’s need cannot reasonably be relieved by taking one of the above actions (1) through (5) if the effect would be to increase the amount of the need.”
4. | Section 9.7-7 Ordering Rule is amended in its entirety as follows: |
“9.7-7 Ordering Rule. Excepting hardship withdrawals made under Section 9.7-2(g), hardship withdrawals are not available unless and until the Participant has first exhausted all other sources of funds to satisfy the hardship, including but not limited to Participant loans available from this Plan. Hardship withdrawals of Elective Deferral Contributions are not available unless and until the Participant has first exhausted hardship withdrawals of any Rollover Account. In addition, hardship withdrawals of Employer Profit Sharing Contributions are not available unless and until the Participant has first exhausted hardship withdrawals of Elective Deferral Contributions.”
* * * * *
IN WITNESS WHEREOF, pursuant to proper authority, this Amendment 2013-1 has been executed on behalf of the Company this ________ day of ________________, 2013.
NORDSTROM, INC.
By: ___________________________________
Name: Delena Sunday
Title: Executive Vice President
Human Resources and Diversity Affairs