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, 2014
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 19, 2015 |
3
Nordstrom 401(k) Plan & Profit Sharing
Exhibit Index
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 June 12, 2014 | Incorporated by reference from the Nordstrom, Inc. Quarterly Report on Form 10-Q for the quarter ended May 2, 2015, Exhibit 10.2 | ||
99.3 | Amendment 2014-4 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 August 2, 2014, Exhibit 10.6 | ||
99.4 | Amendment 2014-5 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 November 1, 2014, Exhibit 10.2 | ||
99.5 | Amendment 2014-6 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 November 1, 2014, Exhibit 10.3 | ||
4
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the 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, 333-189301 and 333-198413 on Form S-8 and 333-198408 on Form S-3, each of Nordstrom, Inc. and subsidiaries, of our report dated June 19, 2015, 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, 2014.
/s/ Deloitte & Touche LLP
Seattle, Washington
June 19, 2015
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, 2014 and 2013
and for the Year Ended December 31, 2014,
Supplemental Schedule as of December 31, 2014 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, 2014
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 22
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, 2014 and 2013, and the related statement of changes in net assets available for benefits for the year then ended December 31, 2014. 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, 2014 and 2013, and the changes in net assets available for benefits for the year then ended December 31, 2014, in conformity with accounting principles generally accepted in the United States of America.
The supplemental schedule of assets (held at end of year) as of December 31, 2014 has been subjected to audit procedures performed in conjunction with the audit of the Plan's financial statements. The supplemental schedule is the responsibility of the Plan's management. Our audit procedures included determining whether the supplemental schedule reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedule. In forming our opinion on the supplemental schedule, we evaluated whether the supplemental schedule, including its form and content, is presented in compliance with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the schedule is fairly stated in all material respects in relation to the financial statements as a whole.
/s/ Deloitte & Touche LLP
Seattle, Washington
June 19, 2015
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NORDSTROM 401(k) PLAN & PROFIT SHARING
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
(Amounts in thousands)
December 31, | |||||||
2014 | 2013 | ||||||
Assets | |||||||
Participant-directed investments at fair value | $ | 2,656,333 | $ | 2,486,077 | |||
Employer contributions receivable | 81,652 | 76,181 | |||||
Notes receivable from participants | 90,846 | 86,014 | |||||
Accrued income and broker receivable | 2,016 | 2,647 | |||||
Other assets | 1,964 | 1,953 | |||||
Total assets | 2,832,811 | 2,652,872 | |||||
Liabilities | |||||||
Trustee and administrative fees payable | 1,127 | 1,165 | |||||
Excess contributions payable to participants | 1,232 | 1,312 | |||||
Due to broker for securities purchased | 161 | 5,905 | |||||
Total liabilities | 2,520 | 8,382 | |||||
Net assets reflecting all investments at fair value | 2,830,291 | 2,644,490 | |||||
Adjustment from fair value to contract value for fully benefit-responsive stable value fund | (3,688 | ) | (2,608 | ) | |||
Net assets available for benefits | $ | 2,826,603 | $ | 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
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
(Amounts in thousands)
Plan year ended | December 31, 2014 | ||
Additions | |||
Contributions | |||
Employer contributions | $ | 81,652 | |
Participant contributions | 109,309 | ||
Total contributions | 190,961 | ||
Investment income | |||
Net appreciation in fair value of investments | 165,196 | ||
Interest and dividends | 41,519 | ||
Total investment income | 206,715 | ||
Total additions | 397,676 | ||
Deductions | |||
Benefit payments to participants | (208,137 | ) | |
Trustee fees, administrative expenses and other | (4,818 | ) | |
Total deductions | (212,955 | ) | |
Increase in net assets | 184,721 | ||
Net assets available for benefits at beginning of year | 2,641,882 | ||
Net assets available for benefits at end of year | $ | 2,826,603 | |
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 following describes the provisions of the Plan in effect on December 31, 2014 (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 contains 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 (the "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, 2014 and 2013, 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.
Plan Year
The Plan operates on a calendar year ending on December 31st. References to 2014 and 2013 relate to the Plan years ended December 31, 2014 and December 31, 2013, 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 Nordstrom Retirement Committee (the "Plan Administrator"), a committee appointed by the Company's Board of Directors. Mercer Human Resource Services provided administrative services in 2014 and in 2013.
Plan Contributions
Contributions to the Plan are made through employee contributions, including catch-up contributions, Company matching contributions, Company profit sharing contributions and participant rollover contributions.
Employee 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 16% 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") limited participant contributions to a maximum of $17.5 in 2014 and 2013 and $23.0 for those age 50 and over in 2014 and 2013.
Company Matching Contributions— The Company intends to match employee contributions dollar for dollar up to 4% of the participant's eligible compensation, 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 ($260 and $255 for 2014 and 2013). 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 the completion of the following years of service:
Years of Service Completed | Percent of Eligible Compensation | |
Less than one | 0% | |
One & Two | 1% | |
Three & Four | 2% | |
Five or more | 3% | |
Participant Rollover Contributions— Participants who have received a withdrawal from another eligible retirement plan or traditional Individual Retirement Account ("IRA") may roll over all or part of that amount into the Plan. Participants may not rollover amounts from a Roth IRA into the Plan.
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, 2014 are listed in the supplemental Schedule of Assets (Held at End of Year). The available funds are regularly reviewed by the Plan Administrator 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 or loss experienced by the respective funds into which their account balances have been directed. This income or loss is included in net appreciation in fair value of investments on the Statement of Changes in Net Assets Available for Benefits.
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. The Plan defines "retirement" 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 Contributions— Employee contributions (i.e., salary deferral, catch-up and rollover contributions) are always 100% vested.
Company Matching Contributions— Company matching contributions for employees vest as follows:
Years of Service Completed | Vesting Percentage | |
Less than one | 0% | |
One | 33% | |
Two | 67% | |
Three or more | 100% | |
Company Profit Sharing Contributions— Participants are immediately 100% vested in Company profit sharing contributions.
Forfeitures
When a participant terminates, 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, 2014 and 2013, forfeited nonvested accounts totaled $1,072 and $950. Forfeitures of unvested Company matching or profit sharing contributions from terminated participant accounts are used to offset future Company matching contributions or to pay Plan administrative expenses, as determined by the Plan Administrator. In February 2015 and 2014, the Plan used forfeitures totaling $1,089 and $949 to offset the 2014 and 2013 employer contributions, respectively.
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NORDSTROM 401(k) PLAN & PROFIT SHARING
NOTES TO FINANCIAL STATEMENTS
(Dollar and share amounts in thousands)
Benefit Payments
On termination of service, a participant (or participant's beneficiary in the case of death) may elect to rollover the value of the vested interest in his or her account to another qualified plan, to receive the value 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.
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, 2014 and 2013 were $892 and $188.
Participant Loans
Participants may borrow from their fund accounts a minimum of $1 and up to a maximum equal to the lesser of:
• | 50% of their vested account balance, less the balance of any other outstanding loans from the Plan as of the loan request date, 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. The interest rate for a loan is determined at the time it is approved. The rate will be prime, as reported by the Wall Street Journal on the last business day of the prior month, plus 1%. Interest rates for participant loans outstanding at December 31, 2014 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. A participant may have a maximum of two loans outstanding at any one time.
Participants may make monthly loan repayments during approved leaves of absence. Alternatively, payment obligations may be suspended during approved leaves of absence not longer than one year and during periods of qualified military service. Participants may continue to make loan repayments after termination of employment under procedures established by the Plan Administrator. If the participant 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.
Participant loans are included in notes receivable from participants on the Statements of Net Assets Available for Benefits and are measured at their unpaid principal balance plus any accrued unpaid interest. Delinquent participant loans are recorded as distributions based on the terms of the Plan document.
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 June 12, 2014, 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. Generally accepted accounting principles ("GAAP") requires 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, 2014 and 2013, 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. The IRS has notified the Company that the Plan is under examination for the 2013 Plan year. The Plan Administrator believes it is no longer subject to income tax examinations for years prior to 2011.
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NORDSTROM 401(k) PLAN & PROFIT SHARING
NOTES TO FINANCIAL STATEMENTS
(Dollar and share amounts in thousands)
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 ("CCT"). 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.
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, 2014 and 2013, life insurance accounts totaled $1,964 and $1,953.
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 ("NAV") of shares. NAV is calculated by dividing the value of the fund's underlying assets (excluding any related costs or liabilities) by the number of shares or units outstanding. |
• | CCTs 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 NAV 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.
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NORDSTROM 401(k) PLAN & PROFIT SHARING
NOTES TO FINANCIAL STATEMENTS
(Dollar and share amounts in thousands)
Subsequent Event
In May 2014, the Plan Administrator approved an amendment to the Plan. Effective January 1, 2015, the Plan's name of "Nordstrom 401(k) Plan & Profit Sharing" will be replaced with "Nordstrom 401(k) Plan."
NOTE 2: INVESTMENTS
The following tables present the value of individual investments that represent 5% or more of the Plan's net assets available for benefits:
December 31, 2014 | |||
Nordstrom common stock | $ | 373,622 | |
Putnam Stable Value Fund | 199,539 | ||
Dodge & Cox Stock Fund | 184,958 | ||
American Funds EuroPacific Growth Fund | 183,710 | ||
Vanguard Institutional Index Fund | 147,824 | ||
December 31, 2013 | |||
Nordstrom common stock | $ | 302,791 | |
Putnam Stable Value Fund | 201,490 | ||
American Funds EuroPacific Growth Fund | 195,658 | ||
Dodge & Cox Stock Fund | 174,794 | ||
Rainier Small/Mid Cap Equity Fund | 134,229 | ||
During 2014, 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, 2014 | ||
Nordstrom common stock | $ | 84,090 | |
Nordstrom Target Retirement Date Funds | 52,409 | ||
Mutual funds | 16,931 | ||
Common/collective trust funds | 11,518 | ||
Brokerage securities | 248 | ||
Net appreciation in fair value of investments | $ | 165,196 | |
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 summarize by level within the fair value hierarchy, the Plan's investments that were measured at fair value on a recurring basis:
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NORDSTROM 401(k) PLAN & PROFIT SHARING
NOTES TO FINANCIAL STATEMENTS
(Dollar and share amounts in thousands)
December 31, 2014 | |||||||||||
Level 1 | Level 2 | Total | |||||||||
Equity securities | |||||||||||
Nordstrom common stock | $ | 373,622 | $ | — | $ | 373,622 | |||||
Other corporate stock | 205,840 | — | 205,840 | ||||||||
Debt securities | |||||||||||
U.S. Government | — | 46,811 | 46,811 | ||||||||
Corporate debt | — | 56,087 | 56,087 | ||||||||
Other | — | 4,983 | 4,983 | ||||||||
Mutual funds | |||||||||||
Domestic | 787,708 | — | 787,708 | ||||||||
International | 479,030 | — | 479,030 | ||||||||
Fixed income | 202,878 | — | 202,878 | ||||||||
Common/collective trusts | |||||||||||
Putnam Stable Value Fund | — | 222,312 | 222,312 | ||||||||
Voya Large Cap Growth Trust (formerly ING) | 90,370 | — | 90,370 | ||||||||
Treasury Inflation Protected Securities ("TIPS") | — | 25,951 | 25,951 | ||||||||
William Blair Small-Mid Cap Growth Collective Investment Trust | 135,678 | — | 135,678 | ||||||||
Other short-term investment funds | — | 6,212 | 6,212 | ||||||||
Brokerage securities | — | 15,671 | 15,671 | ||||||||
Other | 53 | 3,127 | 3,180 | ||||||||
Total | $ | 2,275,179 | $ | 381,154 | $ | 2,656,333 | |||||
December 31, 2013 | |||||||||||
Level 1 | Level 2 | Total | |||||||||
Equity securities | |||||||||||
Nordstrom common stock | $ | 302,791 | $ | — | $ | 302,791 | |||||
Other 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 | |||||||||||
Putnam Stable Value Fund | — | 225,170 | 225,170 | ||||||||
Voya Large Cap Growth Trust (formerly ING) | 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)
Certain funds or investments are valued using the NAV of shares or units. The Plan's NAV funds are measured daily and may be redeemed daily with no restrictions related to the redemption notice period.
The Plan did not have any Level 3 measurements as of December 31, 2014 and 2013. During 2014 and 2013, 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.
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 2014. Transactions in these investments qualify as exempt party-in-interest transactions because an independent fiduciary (the Nordstrom Retirement Committee) causes the Plan to make these investment decisions. Fees paid by the Plan to Mercer Trust Company were $1,656 for 2014. Fees paid by the Plan to The Bank of New York Mellon were $367 for 2014.
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 2014. As of December 31, 2014 and 2013, the Plan held 4,709 and 4,902 shares of Nordstrom common stock, with a cost basis of $143,125 and $136,977. The Plan recorded dividend income of $6,342 during 2014.
12 of 22
NORDSTROM 401(k) PLAN & PROFIT SHARING
NOTES TO FINANCIAL STATEMENTS
(Dollar and share amounts in thousands)
NOTE 6: EXCESS CONTRIBUTIONS PAYABLE TO PARTICIPANTS
The Plan is subject to certain non-discrimination rules under ERISA and the Code. For 2014 and 2013, 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. Additionally, the Plan is required to return contributions received from participants during the Plan year in excess of the Code limits (see Note 1: The Plan and Significant Accounting Policies for additional information on IRS contribution limitations). These refunds are accrued as "Excess contributions payable to participants" in the Statements of Net Assets Available for Benefits and are recorded as "Benefit payments to participants" on the Statement of Changes in Net Assets Available for Benefits. The net refund for 2014, paid in March 2015, totaled $1,232 and included approximately $82 of investment earnings. The net refund for 2013, paid in March 2014, totaled $1,312 and included approximately $226 of investment earnings.
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, | |||||||
2014 | 2013 | ||||||
Net assets available for benefits per the financial statements | $ | 2,826,603 | $ | 2,641,882 | |||
Adjustment from contract value to fair value for fully benefit-responsive stable value fund | 3,688 | 2,608 | |||||
Trustee and administrative fees payable | 855 | 913 | |||||
Net assets available for benefits per Form 5500 | $ | 2,831,146 | $ | 2,645,403 | |||
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, 2014 | ||
Total investment income per the financial statements | $ | 206,715 | |
Change in the adjustment from contract value to fair value for fully benefit-responsive stable value fund | 1,080 | ||
Investment management and custodian fees | 2 | ||
Total investment income per Form 5500 | $ | 207,797 | |
13 of 22
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, 2014
(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 | $ | 373,622 | |||
Putnam Stable Value Fund | CCT | 199,539 | ||||
Voya Large Cap Growth | CCT | 90,370 | ||||
William Blair Small-Mid Cap Growth | CCT | 135,678 | ||||
American Funds Europacific Growth Fund | Mutual Fund | 183,710 | ||||
Dodge & Cox Stock Fund | Mutual Fund | 184,958 | ||||
Neuberger & Berman Genesis Fund | Mutual Fund | 113,536 | ||||
PIMCO Total Return Fund | Mutual Fund | 92,795 | ||||
Vanguard Institutional Index Fund | Mutual Fund | 147,824 | ||||
Brokerage Securities | Self-directed Brokerage Securities | 15,671 | ||||
SDB Money Market Fund | Self-directed Brokerage Money Market Fund | 3,127 | ||||
Pending Account | Noninterest-bearing cash | 53 | ||||
New England Life Insurance | Life insurance policies | 1,964 | ||||
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. | 90,846 | ||||
1 Party-in-interest
2 Cost information is not required for participant-directed investments and therefore is not included.
See accompanying Report of Independent Registered Public Accounting Firm.
14 of 22
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 | $ | 143,664 | |||
American Funds EuroPacific Growth Fund | Mutual Fund | 151,656 | ||||
Dodge & Cox Stock Fund | Mutual Fund | 131,747 | ||||
Neuberger Berman Genesis Fund/Institutional | Mutual Fund | 71,450 | ||||
PIMCO Asset Bkd Secs Portfolio | Mutual Fund | 2,739 | ||||
PIMCO Emerging Mkts Portfolio Instl | Mutual Fund | 3,494 | ||||
PIMCO High Yield Portfolio Instl | Mutual Fund | 2,372 | ||||
PIMCO Intl Port | Mutual Fund | 9,725 | ||||
PIMCO Invt Grade Corp Portfolio Instl | Mutual Fund | 17,014 | ||||
PIMCO Mtg Portfolio Instl | Mutual Fund | 29,121 | ||||
PIMCO Municipal Sector Portfolio | Mutual Fund | 1,266 | ||||
PIMCO Real Return Bd Port Instl | Mutual Fund | 14,596 | ||||
PIMCO Short Term Portfolio Instl | Mutual Fund | 2,380 | ||||
PIMCO U.S. Govt Sect Portfolio Instr | Mutual Fund | 18,282 | ||||
PIMCO Short Term Fltg NAV - Port II | Mutual Fund | 9,094 | ||||
Vanguard Institutional Index Fund | Mutual Fund | 138,193 | ||||
EB Temporary Investment Fund | CCT - due 12/31/2049 - variable | 6,212 | ||||
Putnam Stable Value Fund | CCT | 22,773 | ||||
SSGA TIPS Index | CCT | 25,951 | ||||
FHLMC POOL #G3-0315 | U.S. Government Securities - due 1/1/2027 - 6.0% | 312 | ||||
FHLMC POOL #G3-0320 | U.S. Government Securities - due 7/1/2025 - 6.0% | 508 | ||||
FHLMC POOL #G1-4667 | U.S. Government Securities - due 2/1/2027 - 4.0% | 624 | ||||
FHLMC POOL #H0-1774 | U.S. Government Securities - due 9/1/2037 - 6.5% | 50 | ||||
FHLMC POOL #G0-7600 | U.S. Government Securities - due 3/1/2042 - 4.5% | 956 | ||||
FHLMC POOL #J1-2899 | U.S. Government Securities - due 9/1/2025 - 4.0% | 583 | ||||
FHLMC POOL #C9-0981 | U.S. Government Securities - due 7/1/2026 - 6.5% | 485 | ||||
FHLMC POOL #C9-1013 | U.S. Government Securities - due 1/1/2027 - 6.5% | 294 | ||||
FHLMC POOL #1H-2592 | U.S. Government Securities - due 1/1/2036 - variable | 210 | ||||
FHLMC POOL #H0-9197 | U.S. Government Securities - due 10/1/2038 - 6.5% | 53 | ||||
FHLMC POOL #H0-9212 | U.S. Government Securities - due 5/1/2038 - 5.5% | 111 | ||||
FHLMC POOL #84-9254 | U.S. Government Securities - due 1/1/2042 - variable | 1,062 | ||||
FHLMC POOL #84-9327 | U.S. Government Securities - due 5/1/2044 - variable | 1,838 | ||||
FHLMC POOL #84-9505 | U.S. Government Securities - due 10/1/2044 - 2.88% | 502 | ||||
FHLMC POOL #Q0-3517 | U.S. Government Securities - due 9/1/2041 - 4.5% | 1,020 | ||||
FHLMC POOL #78-1274 | U.S. Government Securities - due 2/1/2034 - variable | 246 | ||||
FNMA POOL #0255779 | U.S. Government Securities - due 6/1/2025 - 6.0% | 476 | ||||
FNMA POOL #0256653 | U.S. Government Securities - due 3/1/2027 - 6.5% | 279 | ||||
FNMA POOL #0256851 | U.S. Government Securities - due 8/1/2037 - 7.0% | 111 | ||||
FNMA POOL #0257007 | U.S. Government Securities - due 12/1/2027 - 6.0% | 157 | ||||
FNMA POOL #0AL0406 | U.S. Government Securities - due 6/1/2038 - 6.0% | 90 | ||||
1 The Plan has thirteen 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, Nordstrom Target Retirement Date 2050 Fund and Nordstrom Target Retirement Date 2055 Fund.
15 of 22
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 #0AL0852 | U.S. Government Securities - due 6/1/2038 - 6.0% | $ | 161 | |||
FNMA POOL #0AL1845 | U.S. Government Securities - due 6/1/2039 - variable | 256 | ||||
FNMA POOL #0AL1900 | U.S. Government Securities - due 8/1/2026 - 4.5% | 619 | ||||
FNMA POOL #0AL2689 | U.S. Government Securities - due 2/1/2027 - 4.0% | 511 | ||||
FNMA POOL #0AL4577 | U.S. Government Securities - due 1/1/2034 - 4.5% | 858 | ||||
FNMA POOL #0AL5145 | U.S. Government Securities - due 10/1/2033 - 4.0% | 1,243 | ||||
FNMA POOL #0AL5749 | U.S. Government Securities - due 7/1/2042 - 4.5% | 825 | ||||
FNMA POOL #0AL5957 | U.S. Government Securities - due 11/1/2029 - 4.0% | 1,131 | ||||
FNMA POOL #0AL6209 | U.S. Government Securities - due 7/1/2021 - 4.887% | 275 | ||||
FNMA POOL #0AS0923 | U.S. Government Securities - due 11/1/2043 - 4.5% | 560 | ||||
FNMA POOL #0AW4697 | U.S. Government Securities - due 5/1/2044 - 2.948% | 640 | ||||
FNMA GTD REMIC P/T 13-26 FE | U.S. Government Securities - due 4/25/2043 - variable | 1,288 | ||||
FNMA GTD REMIC P/T 13-128 CF | U.S. Government Securities - due 12/25/2043 - variable | 1,631 | ||||
FNMA GTD REMIC P/T 14-M13 ASQ2 | U.S. Government Securities - due 11/25/2017 - 1.648% | 277 | ||||
FNMA GTD REMIC P/T 12-46 BA | U.S. Government Securities - due 5/25/2042 - 6.0% | 1,279 | ||||
FHLMC MULTICLASS MTG 4240 FA | U.S. Government Securities - due 8/15/2043 - variable | 1,140 | ||||
FHLMC MULTICLASS CTF 4283 EW | U.S. Government Securities - due 12/15/2043 - variable | 499 | ||||
FHLMC MULTICLASS MTG 4319 MA | U.S. Government Securities - due 3/15/2044 - variable | 786 | ||||
FNMA GTD REMIC P/T 01-79 BA | U.S. Government Securities - due 3/25/2045 - 7.0% | 65 | ||||
FNMA GTD REMIC P/T 01-T10 A1 | U.S. Government Securities - due 12/25/2041 - 7.0% | 388 | ||||
FNMA GTD REMIC P/T 04-W2 5A | U.S. Government Securities - due 3/25/2044 - 7.5% | 607 | ||||
FHLMC MULTICLASS MTG 2957 VZ | U.S. Government Securities - due 2/15/2035 - 5.0% | 1,142 | ||||
FNMA GTD REMIC P/T 07-50 DZ | U.S. Government Securities - due 6/25/2037 - 5.5% | 1,278 | ||||
FNMA GTD REMIC P/T 07-W10 2A | U.S. Government Securities - due 8/25/2047 - variable | 480 | ||||
FNMA POOL #0735503 | U.S. Government Securities - due 4/1/2035 - 6.0% | 266 | ||||
FNMA POOL #0735608 | U.S. Government Securities - due 3/1/2035 - variable | 515 | ||||
FNMA POOL #0745329 | U.S. Government Securities - due 7/1/2035 - 6.0% | 412 | ||||
FNMA POOL #0884704 | U.S. Government Securities - due 6/1/2036 - variable | 158 | ||||
FNMA POOL #0888154 | U.S. Government Securities - due 11/1/2036 - variable | 388 | ||||
FNMA POOL #0888367 | U.S. Government Securities - due 3/1/2037 - 7.0% | 956 | ||||
FNMA POOL #0888787 | U.S. Government Securities - due 10/1/2037 - 6.5% | 96 | ||||
FNMA POOL #0889095 | U.S. Government Securities - due 1/1/2038 - 6.5% | 135 | ||||
FNMA POOL #0889634 | U.S. Government Securities - due 2/1/2023 - 6.0% | 534 | ||||
FNMA POOL #0889984 | U.S. Government Securities - due 10/1/2038 - 6.5% | 379 | ||||
FNMA POOL #0976853 | U.S. Government Securities - due 11/1/2029 - 5.5% | 468 | ||||
FNMA POOL #0995487 | U.S. Government Securities - due 8/1/2037 - 6.0% | 501 | ||||
FNMA POOL #0AB1763 | U.S. Government Securities - due 11/1/2030 - 4.0% | 239 | ||||
FNMA POOL #0AB8086 | U.S. Government Securities - due 10/1/2037 - 6.0% | 147 | ||||
FNMA POOL #0MA0232 | U.S. Government Securities - due 11/1/2029 - 4.5% | 1,212 | ||||
FNMA POOL #0AD0121 | U.S. Government Securities - due 9/1/2029 - 4.5% | 865 | ||||
FNMA POOL #0AD0130 | U.S. Government Securities - due 8/1/2039 - 6.5% | 96 | ||||
FNMA POOL #0AD0198 | U.S. Government Securities - due 9/1/2038 - 5.5% | 229 | ||||
FNMA POOL #0AD0217 | U.S. Government Securities - due 8/1/2037 - 6.0% | 473 | ||||
FNMA POOL #0AD0218 | U.S. Government Securities - due 9/1/2036 - 6.0% | 476 | ||||
FNMA POOL #0AD0964 | U.S. Government Securities - due 11/1/2039 - 5.5% | 1,043 | ||||
FNMA POOL #0AE0288 | U.S. Government Securities - due 10/1/2037 - 6.0% | 78 | ||||
SBA GTD PARTN CTFS 2006-20E 1 | U.S. Government Securities - due 5/1/2026 - 5.87% | 417 | ||||
SBA GTD PARTN CTFS 2007-20B 1 | U.S. Government Securities - due 2/1/2027 - 5.49% | 457 | ||||
16 of 22
Identity of issuer, borrower, lessor, or similar party | Description of investment including maturity date, rate of interest, collateral, par, or maturity value | Fair Value2 | ||||
SBA GTD PARTN CTFS 2007-20D 1 | U.S. Government Securities - due 4/1/2027 - 5.32% | $ | 261 | |||
U.S. TREASURY NOTE | U.S. Government Securities - due 11/30/2015 - 0.25% | 3,000 | ||||
U.S. TREASURY NOTE | U.S. Government Securities - due 2/28/2019 - 1.5% | 741 | ||||
U.S. TREASURY NOTE | U.S. Government Securities - due 4/15/2015 - 0.375% | 2,352 | ||||
U.S. TREASURY NOTE | U.S. Government Securities - due 7/31/2017 - 0.5% | 20 | ||||
U.S. TREASURY NOTE | U.S. Government Securities - due 8/15/2016 - 0.625% | 391 | ||||
U.S. TREASURY NOTE | U.S. Government Securities - due 10/15/2016 - 0.625% | 1,600 | ||||
21st Century Fox America, Inc. | Corporate Debt - due 12/15/2035 - 6.4% | 98 | ||||
21st Century Fox America, Inc. | Corporate Debt - due 3/1/2037 - 6.15% | 125 | ||||
21st Century Fox America, Inc. | Corporate Debt - due 11/15/2037 - 6.65% | 367 | ||||
American Express Credit AC 3 A | Corporate Debt - due 4/15/2020 - 0.26% | 1,101 | ||||
American Express Credit AC 4 A | Corporate Debt - due 6/15/2020 - 1.43% | 560 | ||||
Anthem, Inc. | Corporate Debt - due 2/15/2019 - 7.0% | 766 | ||||
AT&T Corp. | Corporate Debt - due 11/15/2031 - variable | 258 | ||||
AT&T, Inc. | Corporate Debt - due 2/15/2039 - 6.55% | 554 | ||||
BAC Capital Trust XI | Corporate Debt - due 5/23/2036 - 6.625% | 1,109 | ||||
Bank of America Corp. | Corporate Debt - due 6/1/2019 - 7.625% | 302 | ||||
Bank of America Corp. | Corporate Debt - due 7/1/2020 - 5.625% | 199 | ||||
Bank of America Corp. | Corporate Debt - due 8/26/2024 - 4.2% | 204 | ||||
Bank of America N.A. | Corporate Debt - due 3/15/2017 - 5.3% | 403 | ||||
Bank One Capital III | Corporate Debt - due 9/1/2030 - 8.75% | 650 | ||||
Barclays PLC | Corporate Debt - due 9/11/2024 - 4.375% | 530 | ||||
Becton Dickinson and Co. | Corporate Debt - due 12/15/2024 - 3.734% | 154 | ||||
BNP Paribas S.A. | Corporate Debt - due 10/15/2024 - 4.25% | 833 | ||||
BNSF Railway Co. | Corporate Debt - due 4/1/2024 - 5.996% | 229 | ||||
Boston Properties LP | Corporate Debt - due 10/15/2019 - 5.875% | 343 | ||||
Boston Properties LP | Corporate Debt - due 5/15/2021 - 4.125% | 133 | ||||
Boston Properties LP | Corporate Debt - due 2/1/2023 - 3.85% | 285 | ||||
Boston Properties LP | Corporate Debt - due 9/1/2023 - 3.125% | 269 | ||||
Boston Scientific Corp. | Corporate Debt - due 6/15/2016 - 6.4% | 669 | ||||
Boston Scientific Corp. | Corporate Debt - due 1/15/2020 - 6.0% | 310 | ||||
Burlington Northern Santa Fe LLC | Corporate Debt - due 4/1/2024 - 3.75% | 520 | ||||
Burlington Northern Santa Fe LLC | Corporate Debt - due 1/15/2021 - 8.251% | 653 | ||||
Burlington Northern Santa Fe LLC | Corporate Debt - due 9/1/2023 - 3.85% | 474 | ||||
Capital One Financial Corp. | Corporate Debt - due 6/15/2023 - 3.5% | 556 | ||||
CEMEX Finance LLC 144A | Corporate Debt - due 4/1/2024 - 6.0% | 414 | ||||
CEMEX SAB de CV 144A | Corporate Debt - due 12/10/2019 - 6.5% | 486 | ||||
Chase Issuance Trust A5 A | Corporate Debt - due 5/15/2017 - 0.47% | 285 | ||||
Chase Issuance Trust A7 A | Corporate Debt - due 11/15/2019 - 1.45% | 798 | ||||
Chase Issuance Trust A8 A8 | Corporate Debt - due 10/15/2018 - 1.01% | 320 | ||||
Chase Issuance Trust A8 A8 | Corporate Debt - due 10/16/2017 - 0.54% | 1,384 | ||||
CIGNA Corp. | Corporate Debt - due 5/15/2027 - 7.875% | 322 | ||||
CIGNA Corp. | Corporate Debt - due 11/15/2036 - 6.15% | 405 | ||||
CIGNA Corp. | Corporate Debt - due 5/1/2019 - 8.5% | 247 | ||||
CIGNA Corp. | Corporate Debt - due 6/15/2020 - 5.125% | 83 | ||||
CIGNA Corp. | Corporate Debt - due 2/15/2022 - 4.0% | 158 | ||||
Citigroup, Inc. | Corporate Debt - due 5/15/2018 - variable | 517 | ||||
Citigroup, Inc. | Corporate Debt - due 5/15/2023 - 3.5% | 97 | ||||
17 of 22
Identity of issuer, borrower, lessor, or similar party | Description of investment including maturity date, rate of interest, collateral, par, or maturity value | Fair Value2 | ||||
Comcast Corp. | Corporate Debt - due 5/15/2018 - 5.7% | $ | 141 | |||
Comcast Corp. | Corporate Debt - due 2/15/2018 - 5.875% | 394 | ||||
Cox Communications, Inc. 144A | Corporate Debt - due 12/1/2016 - 5.875% | 730 | ||||
Cox Communications, Inc. 144A | Corporate Debt - due 12/15/2022 - 3.25% | 589 | ||||
Cox Communications, Inc. 144A | Corporate Debt - due 6/30/2023 - 2.95% | 360 | ||||
Cox Communications, Inc. 144A | Corporate Debt - due 2/1/2025 - 3.85% | 555 | ||||
CSX Transportation, Inc. | Corporate Debt - due 1/15/2023 - 6.251% | 275 | ||||
Dillard's, Inc. | Corporate Debt - due 5/15/2027 - 7.75% | 475 | ||||
Dillard's, Inc. | Corporate Debt - due 1/15/2018 - 6.625% | 274 | ||||
Dominion Resources, Inc. | Corporate Debt - due 10/1/2054 - variable | 522 | ||||
The Dow Chemical Co. | Corporate Debt - due 11/1/2029 - 7.375% | 233 | ||||
The Dow Chemical Co. | Corporate Debt - due 5/15/2019 - 8.559% | 985 | ||||
The Dow Chemical Co. | Corporate Debt - due 5/15/2039 - 9.4% | 406 | ||||
Eaton Corp. | Corporate Debt - due 11/2/2017 - 1.5% | 75 | ||||
Eaton Corp. | Corporate Debt - due 11/2/2022 - 2.75% | 196 | ||||
Enel Finance International 144A | Corporate Debt - due 9/15/2037 - 6.8% | 384 | ||||
Enel Finance International 144A | Corporate Debt - due 10/7/2039 - 6.0% | 264 | ||||
Enel Spa 144A | Corporate Debt - due 9/24/2073 - variable | 232 | ||||
ERP Operating LP | Corporate Debt - due 4/15/2023 - 3.0% | 780 | ||||
Export-Import Bank of Korea | Corporate Debt - due 1/11/2017 - 4.0% | 210 | ||||
Federal Express Corp. 1998 Pass | Corporate Debt - due 7/15/2023 - 6.72% | 117 | ||||
Ford Motor Credit Co. LLC | Corporate Debt - due 1/15/2020 - 8.125% | 248 | ||||
Ford Motor Credit Co. LLC | Corporate Debt - due 2/1/2021 - 5.75% | 372 | ||||
Ford Motor Credit Co. LLC | Corporate Debt - due 8/2/2021 - 5.875% | 232 | ||||
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% | 438 | ||||
General Electric Capital Corp. | Corporate Debt - due 10/17/2021 - 4.65% | 310 | ||||
HCA, Inc. | Corporate Debt - due 1/15/2015 - 6.375% | 350 | ||||
HCA, Inc. | Corporate Debt - due 2/15/2016 - 6.5% | 965 | ||||
Health Net, Inc. | Corporate Debt - due 6/1/2017 - 6.375% | 432 | ||||
Hewlett-Packard Co. | Corporate Debt - due 12/9/2016 - 3.3% | 439 | ||||
HSBC Holdings plc | Corporate Debt - due 5/2/2036 - 6.5% | 578 | ||||
HSBC Holdings plc | Corporate Debt - due 9/15/2037 - 6.5% | 707 | ||||
HSBC Holdings plc | Corporate Debt - due 4/5/2021 - 5.1% | 170 | ||||
Kinder Morgan, Inc. | Corporate Debt - due 6/1/2025 - 4.3% | 200 | ||||
Lafarge S.A. | Corporate Debt - due 7/15/2016 - 6.5% | 586 | ||||
Lafarge S.A. 144A | Corporate Debt - due 7/9/2015 - variable | 435 | ||||
Liberty Interactive LLC | Corporate Debt - due 2/1/2030 - 8.25% | 56 | ||||
Lloyds Banking Group plc | Corporate Debt - due 11/4/2024 - 4.5% | 303 | ||||
Macy's Retail Holdings, Inc. | Corporate Debt - due 9/15/2028 - 6.7% | 1,317 | ||||
Macy's Retail Holdings, Inc. | Corporate Debt - due 7/15/2024 - 6.65% | 310 | ||||
Myriad International Holdings 144A | Corporate Debt - due 7/18/2020 - 6.0% | 601 | ||||
Navient Corp. | Corporate Debt - due 6/15/2018 - 8.45% | 167 | ||||
Navient Corp. | Corporate Debt - due 1/25/2016 - 6.25% | 156 | ||||
Navient Corp. | Corporate Debt - due 1/25/2017 - 6.0% | 524 | ||||
Navient Corp. | Corporate Debt - due 9/10/2015 - 3.875% | 227 | ||||
Nordstrom, Inc. | Corporate Debt - due 3/15/2028 - 6.95% | 352 | ||||
Petrobras Global Finance B.V. | Corporate Debt - due 1/27/2021 - 5.375% | 440 | ||||
18 of 22
Identity of issuer, borrower, lessor, or similar party | Description of investment including maturity date, rate of interest, collateral, par, or maturity value | Fair Value2 | ||||
Petrobras Global Finance B.V. | Corporate Debt - due 5/20/2023 - 4.375% | $ | 194 | |||
Petrobras Global Finance B.V. | Corporate Debt - due 3/17/2024 - 6.25% | 357 | ||||
Petroleos Mexicanos | Corporate Debt - due 1/23/2045 - 6.375% | 595 | ||||
Petroleos Mexicanos | Corporate Debt - due 1/18/2024 - 4.875% | 260 | ||||
Petroleos Mexicanos 144A | Corporate Debt - due 1/15/2025 - 4.25% | 248 | ||||
Provident Cos., Inc. | Corporate Debt - due 3/15/2028 - 7.25% | 381 | ||||
Reed Elsevier Capital, Inc. | Corporate Debt - due 1/15/2019 - 8.625% | 153 | ||||
Reed Elsevier Capital, Inc. | Corporate Debt - due 10/15/2022 - 3.125% | 560 | ||||
Rio Oil Finance Trust 144A | Corporate Debt - due 7/6/2024 - 6.25% | 1,052 | ||||
Rio Oil Finance Trust 144A | Corporate Debt - due 1/6/2027 - 6.75% | 1,003 | ||||
Royal Bank Of Scotland Group plc | Corporate Debt - due 12/19/2023 - 6.0% | 325 | ||||
Royal Bank Of Scotland Group plc | Corporate Debt - due 12/15/2022 - 6.125% | 1,088 | ||||
SLM Private Education C A2 144A | Corporate Debt - due 10/15/2046 - 3.31% | 829 | ||||
Sprint Communications, Inc. | Corporate Debt - due 12/1/2016 - 6.0% | 445 | ||||
Telecom Italia Capital S.A. | Corporate Debt - due 6/18/2019 - 7.175% | 573 | ||||
Telecom Italia Capital S.A. | Corporate Debt - due 7/18/2036 - 7.2% | 134 | ||||
Telecom Italia Capital S.A. | Corporate Debt - due 6/4/2018 - 6.999% | 666 | ||||
Telecom Italia Capital S.A. | Corporate Debt - due 6/4/2038 - 7.721% | 307 | ||||
Time Warner Cable, Inc. | Corporate Debt - due 2/14/2019 - 8.75% | 371 | ||||
Time Warner Cable, Inc. | Corporate Debt - due 4/1/2019 - 8.25% | 887 | ||||
Time Warner Cable, Inc. | Corporate Debt - due 2/1/2020 - 5.0% | 165 | ||||
Time Warner Cable, Inc. | Corporate Debt - due 9/1/2021 - 4.0% | 239 | ||||
Time Warner, Inc. | Corporate Debt - due 5/1/2032 - 7.7% | 1,695 | ||||
Union Pacific Corp. | Corporate Debt - due 7/15/2022 - 4.163% | 330 | ||||
Union Pacific Railroad Co. 1998 | Corporate Debt - due 2/23/2019 - 6.7% | 57 | ||||
Union Pacific Railroad Co. 2006 | Corporate Debt - due 7/2/2030 - 5.866% | 1,362 | ||||
Verizon Communications, Inc. | Corporate Debt - due 9/15/2023 - 5.15% | 1,297 | ||||
Verizon Communications, Inc. | Corporate Debt - due 9/15/2043 - 6.55% | 160 | ||||
Verizon Communications, Inc. | Corporate Debt - due 3/15/2024 - 4.15% | 388 | ||||
Vulcan Materials Co. | Corporate Debt - due 12/1/2016 - 6.5% | 29 | ||||
Vulcan Materials Co. | Corporate Debt - due 6/15/2021 - 7.5% | 524 | ||||
Xerox Corp. | Corporate Debt - due 2/1/2017 - 6.75% | 1,020 | ||||
Xerox Corp. | Corporate Debt - due 5/15/2021 - 4.5% | 481 | ||||
California State | Municipal Debt - due 4/1/2034 - 7.5% | 803 | ||||
California State | Municipal Debt - due 10/1/2039 - 7.3% | 663 | ||||
California State | Municipal Debt - due 3/1/2040 - 7.625% | 307 | ||||
Illinois State | Municipal Debt - due 3/1/2017 - 5.365% | 1,365 | ||||
Illinois State | Municipal Debt - due 3/1/2018 - 5.665% | 383 | ||||
Los Angeles CA Unif Sch Dist | Municipal Debt - due 7/1/2034 - 6.758% | 592 | ||||
New Jersey St Turnpike Auth | Municipal Debt - due 1/1/2041 - 7.102% | 870 | ||||
Citigroup Capital XIII | Preferred Stock - 7.875% | 1,092 | ||||
2U Inc. | Common Stock | 578 | ||||
AbbVie, Inc. | Common Stock | 2,930 | ||||
Abiomed, Inc. | Common Stock | 786 | ||||
ABM Industries, Inc. | Common Stock | 703 | ||||
Actavis plc | Common Stock | 2,337 | ||||
Affiliated Managers Group, Inc. | Common Stock | 1,423 | ||||
Akamai Technologies, Inc. | Common Stock | 1,150 | ||||
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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 | ||||
Akorn, Inc. | Common Stock | $ | 851 | |||
Alexion Pharmaceuticals, Inc. | Common Stock | 1,786 | ||||
Align Technology, Inc. | Common Stock | 987 | ||||
Allergan, Inc. | Common Stock | 2,634 | ||||
Amazon.com, Inc. | Common Stock | 3,200 | ||||
Ameriprise Financial, Inc. | Common Stock | 2,108 | ||||
Ametek, Inc. | Common Stock | 1,590 | ||||
Amgen, Inc. | Common Stock | 1,661 | ||||
Anadarko Petroleum Corp. | Common Stock | 2,003 | ||||
Ansys, Inc. | Common Stock | 840 | ||||
Apple, Inc. | Common Stock | 8,055 | ||||
B/E Aerospace, Inc. | Common Stock | 600 | ||||
Biomarin Pharmaceutical, Inc. | Common Stock | 1,373 | ||||
Bio-Techne Corp. | Common Stock | 940 | ||||
BlackRock, Inc. | Common Stock | 2,346 | ||||
Booz Allen Hamilton Holding Co. | Common Stock | 859 | ||||
Bristol-Myers Squib Co. | Common Stock | 1,738 | ||||
Brookdale Senior Living, Inc. | Common Stock | 934 | ||||
Cameron International Corp. | Common Stock | 1,332 | ||||
Carrizo Oil & Gas, Inc. | Common Stock | 438 | ||||
Catamaran Corp. | Common Stock | 797 | ||||
CBOE Holdings, Inc. | Common Stock | 1,306 | ||||
Celanese Corp. | Common Stock | 962 | ||||
Celgene Corp. | Common Stock | 1,940 | ||||
Check Point Software Technologies Ltd. | Common Stock | 1,395 | ||||
Chipotle Mexican Grill, Inc. | Common Stock | 1,673 | ||||
Choice Hotels International, Inc. | Common Stock | 822 | ||||
Cognizant Technology Solutions | Common Stock | 2,338 | ||||
Comcast Corp. | Common Stock | 3,356 | ||||
Concho Resources, Inc. | Common Stock | 417 | ||||
Corporate Executive Board Corp. | Common Stock | 838 | ||||
CoStar Group, Inc. | Common Stock | 1,124 | ||||
Costco Wholesale Corp. | Common Stock | 2,761 | ||||
Crown Holdings, Inc. | Common Stock | 1,051 | ||||
CVS Health Corp. | Common Stock | 2,588 | ||||
Cyberonics, Inc. | Common Stock | 602 | ||||
Danaher Corp. | Common Stock | 1,808 | ||||
Delta Air Lines, Inc. | Common Stock | 2,017 | ||||
Dish Network Corp. | Common Stock | 1,433 | ||||
Drew Industries, Inc. | Common Stock | 682 | ||||
Eastman Chemical Co. | Common Stock | 1,469 | ||||
Electronic Arts, Inc. | Common Stock | 1,819 | ||||
Encore Capital Group, Inc. | Common Stock | 683 | ||||
EOG Resources, Inc. | Common Stock | 1,234 | ||||
Exact Sciences Corp. | Common Stock | 918 | ||||
ExamWorks Group, Inc. | Common Stock | 617 | ||||
Facebook, Inc. | Common Stock | 2,435 | ||||
Factset Research Systems, Inc. | Common Stock | 920 | ||||
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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 | ||||
First Cash Financial Services | Common Stock | $ | 519 | |||
FirstService Corp. | Common Stock | 766 | ||||
Fortune Brands Home & Security, Inc. | Common Stock | 784 | ||||
Forum Energy Technologies, Inc. | Common Stock | 346 | ||||
Frank's International N.V. | Common Stock | 484 | ||||
Freescale Semiconductor Ltd. | Common Stock | 1,362 | ||||
FXCM, Inc | Common Stock | 948 | ||||
Gartner, Inc. | Common Stock | 992 | ||||
Gilead Sciences, Inc. | Common Stock | 2,422 | ||||
Google, Inc. | Common Stock | 4,959 | ||||
Graco, Inc. | Common Stock | 536 | ||||
Guidewire Software, Inc. | Common Stock | 1,515 | ||||
Gulfport Energy Corp. | Common Stock | 359 | ||||
Healthcare Services Group, Inc. | Common Stock | 717 | ||||
HealthSouth Corp. | Common Stock | 1,264 | ||||
Helmerich & Payne, Inc. | Common Stock | 306 | ||||
Hexcel Corp. | Common Stock | 846 | ||||
Hilton Worldwide Holdings, Inc. | Common Stock | 1,728 | ||||
The Home Depot, Inc. | Common Stock | 4,314 | ||||
ICF International, Inc. | Common Stock | 1,165 | ||||
IDEXX Laboratories, Inc. | Common Stock | 1,028 | ||||
Ingersoll-Rand PLC | Common Stock | 1,651 | ||||
Intercontinental Exchange, Inc. | Common Stock | 1,010 | ||||
International Flavors & Fragrance | Common Stock | 1,063 | ||||
Intuit, Inc. | Common Stock | 2,430 | ||||
J2 Global, Inc. | Common Stock | 2,131 | ||||
Jarden Corp. | Common Stock | 1,081 | ||||
Jones Lang LaSalle, Inc. | Common Stock | 1,735 | ||||
KLX, Inc. | Common Stock | 213 | ||||
Lazard Ltd. | Common Stock | 655 | ||||
Ligand Pharmaceuticals, Inc. | Common Stock | 733 | ||||
LPL Financial Holdings, Inc. | Common Stock | 672 | ||||
Macy's, Inc. | Common Stock | 1,387 | ||||
ManpowerGroup, Inc. | Common Stock | 546 | ||||
MasterCard, Inc. | Common Stock | 2,633 | ||||
McKesson Corp. | Common Stock | 2,949 | ||||
Mead Johnson Nutrition Co. | Common Stock | 1,014 | ||||
Medivation, Inc. | Common Stock | 790 | ||||
Mednax, Inc. | Common Stock | 1,279 | ||||
Mettler-Toledo International, Inc. | Common Stock | 1,218 | ||||
Microsoft Corp. | Common Stock | 4,804 | ||||
The Middleby Corp. | Common Stock | 837 | ||||
Monster Beverage Corp. | Common Stock | 1,499 | ||||
Neustar, Inc. | Common Stock | 492 | ||||
Nike, Inc. | Common Stock | 1,985 | ||||
Nu Skin Enterprises, Inc. | Common Stock | 855 | ||||
Oceaneering International, Inc. | Common Stock | 397 | ||||
Old Dominion Freight Line, Inc. | Common Stock | 877 | ||||
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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 | ||||
Oracle Corp. | Common Stock | $ | 3,550 | |||
PACCAR, Inc. | Common Stock | 983 | ||||
Packaging Corporation of America | Common Stock | 1,489 | ||||
Pandora Media, Inc. | Common Stock | 612 | ||||
PepsiCo, Inc. | Common Stock | 3,782 | ||||
Polaris Industries, Inc. | Common Stock | 1,097 | ||||
PRA Group, Inc. | Common Stock | 1,206 | ||||
Prudential Financial, Inc. | Common Stock | 1,746 | ||||
Quintiles Transnational Holdings | Common Stock | 1,065 | ||||
Red Hat, Inc. | Common Stock | 885 | ||||
Robert Half International, Inc. | Common Stock | 1,639 | ||||
Roper Industries, Inc. | Common Stock | 1,800 | ||||
Sally Beauty Holdings, Inc. | Common Stock | 814 | ||||
SBA Communications Corp. | Common Stock | 1,354 | ||||
Signature Bank | Common Stock | 964 | ||||
Sirona Dental Systems, Inc. | Common Stock | 1,340 | ||||
Six Flags Entertainment Corp. | Common Stock | 1,597 | ||||
St. Jude Medical, Inc. | Common Stock | 1,506 | ||||
Starbucks Corp. | Common Stock | 1,889 | ||||
Stericycle, Inc. | Common Stock | 1,802 | ||||
Team Health Holdings, Inc. | Common Stock | 809 | ||||
Textron, Inc. | Common Stock | 1,328 | ||||
The Toro Co. | Common Stock | 658 | ||||
Towers Watson & Co. | Common Stock | 957 | ||||
Tractor Supply Co. | Common Stock | 783 | ||||
Transdigm Group, Inc. | Common Stock | 706 | ||||
Trimas Corp. | Common Stock | 710 | ||||
Tyco International plc | Common Stock | 1,677 | ||||
Ulta Salon Cosmetics & Fragrance | Common Stock | 1,881 | ||||
Union Pacific Corp. | Common Stock | 2,865 | ||||
Vantiv, Inc. | Common Stock | 1,147 | ||||
Visa, Inc. | Common Stock | 2,484 | ||||
VMware, Inc. | Common Stock | 1,437 | ||||
The Walt Disney Co. | Common Stock | 3,015 | ||||
Wesco International, Inc. | Common Stock | 620 | ||||
Williams-Sonoma, Inc. | Common Stock | 1,379 | ||||
WNS (Holdings) Limited | Common Stock | 689 | ||||
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