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, 2015
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
B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
Nordstrom, Inc.
1617 Sixth Avenue, Seattle, Washington 98101
1
REQUIRED INFORMATION
1. Not applicable
2. Not applicable
3. Not applicable
4. The Nordstrom 401(k) Plan 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 | |
/s/ Michael G. Koppel | |
Michael G. Koppel | |
Executive Vice President and Chief Financial Officer | |
Nordstrom, Inc. | |
Date: | June 10, 2016 |
3
Nordstrom 401(k) Plan
Exhibit Index
Exhibit | Method of Filing | |||
23.1 | Consent of Independent Registered Public Accounting Firm | Filed herewith electronically | ||
99.1 | Nordstrom 401(k) Plan 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 333-166961, 333-161803, 333-63403, 333-40064, 333-40066, 333-79791, 333-101110, 333-118756, 333-146049, 333-174336, 333-173020, 333-189301, 333-198413, 333-207396, and 333-211825 on Form S-8 and 333-198408 on Form S-3 of Nordstrom, Inc., of our report dated June 10, 2016, with respect to the statements of net assets available for benefits of the Nordstrom 401(k) Plan as of December 31, 2015 and 2014, the related statement of changes in net assets available for benefits for the year ended December 31, 2015, and the related supplemental schedule as of December 31, 2015, appearing in this Annual Report (Form 11-K) of the Nordstrom 401(k) Plan.
/s/ Moss Adams LLP
Seattle, Washington
June 10, 2016
Exhibit 99.1
Nordstrom 401(k) Plan
Employer ID No: 91-0515058
Plan Number: 001
Report of Independent Registered Public Accounting Firm and
Financial Statements as of December 31, 2015 and 2014
and for the Year Ended December 31, 2015,
with Supplemental Information
NORDSTROM 401(k) PLAN
PLAN YEAR ENDED DECEMBER 31, 2015
TABLE OF CONTENTS
Page | ||
FINANCIAL STATEMENTS | ||
SUPPLEMENTAL INFORMATION | ||
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
We have audited the accompanying statements of net assets available for benefits of the Nordstrom 401(k) Plan (the "Plan") as of December 31, 2015 and 2014, and the related statement of changes in net assets available for benefits for the year ended December 31, 2015. 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 the 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, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2015 and 2014, and the changes in net assets available for benefits for the year ended December 31, 2015, in conformity with accounting principles generally accepted in the United States of America.
The supplemental information included in Schedule H, line 4(i) – Schedule of Assets (Held at End of Year) as of December 31, 2015 has been subjected to audit procedures performed in conjunction with the audit of the Plan's financial statements. The supplemental information is the responsibility of the Plan's management. Our audit procedures included determining whether the supplemental information 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 information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity 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 supplemental information included in Schedule H, line 4(i) – Schedule of Assets (Held at End of Year) is fairly stated, in all material respects, in relation to the financial statements as a whole.
/s/ Moss Adams LLP
Seattle, Washington
June 10, 2016
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NORDSTROM 401(k) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
(Amounts in thousands)
December 31, | |||||||
2015 | 2014 | ||||||
Assets | |||||||
Participant-directed investments at fair value (see Note 3: Fair Value Measurements) | $ | 2,549,074 | $ | 2,652,645 | |||
Employer contributions receivable | 59,879 | 81,652 | |||||
Notes receivable from participants | 92,938 | 90,846 | |||||
Accrued income and broker receivable | 3,206 | 2,016 | |||||
Other assets | 2,340 | 1,964 | |||||
Total assets | 2,707,437 | 2,829,123 | |||||
Liabilities | |||||||
Administrative expenses and other payables | 1,251 | 1,127 | |||||
Excess contributions payable to participants | 1,170 | 1,232 | |||||
Due to broker for securities purchased | 3,386 | 161 | |||||
Total liabilities | 5,807 | 2,520 | |||||
Net assets available for benefits | $ | 2,701,630 | $ | 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
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
(Amounts in thousands)
Plan year ended | December 31, 2015 | ||
Additions | |||
Contributions | |||
Employer contributions | $ | 59,879 | |
Participant contributions | 118,965 | ||
Total contributions | 178,844 | ||
Investment income (loss) | |||
Net depreciation in fair value of investments | (191,790 | ) | |
Interest and dividends | 71,105 | ||
Total investment income (loss) | (120,685 | ) | |
Total additions | 58,159 | ||
Deductions | |||
Benefit payments to participants | 181,776 | ||
Administrative expenses and other | 4,460 | ||
Total deductions | 186,236 | ||
Decrease in net assets | (128,077 | ) | |
Transfer from other qualified plan | 3,104 | ||
Net decrease in net assets after transfer | (124,973 | ) | |
Net assets available for benefits at beginning of year | 2,826,603 | ||
Net assets available for benefits at end of year | $ | 2,701,630 | |
The accompanying Notes to Financial Statements are an integral part of these financial statements.
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NORDSTROM 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
(Dollar and share amounts in thousands)
NOTE 1: DESCRIPTION OF THE PLAN
The Nordstrom 401(k) Plan (the "Plan"), as amended, was originally established on January 1, 1953 and is a defined contribution plan. The 2014 Restatement of the plan document, which incorporated plan amendments filed since 2008, modified the name of the Plan effective January 1, 2015 from the Nordstrom 401(k) Plan and Profit Sharing.
The following description of the Plan's provisions 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 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 the employee's 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 ("IRC"). 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 their 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, 2015 and 2014, to qualify for Company 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 2015 and 2014 relate to the Plan years ended December 31, 2015 and December 31, 2014, 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 (the "Board"). Mercer Human Resource Services provided administrative services in 2015 and in 2014.
Plan Contributions
Contributions to the Plan are made through employee contributions, including catch-up contributions, Company 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. However, that percentage can be reduced for highly compensated employees as required to satisfy applicable non-discrimination testing requirements. 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 $18 in 2015 and $17.5 in 2014. For those age 50 and over, the IRS limited participant contributions to a maximum of $24 in 2015 and $23 in 2014.
Company 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 Board. Catch-up contributions are not eligible for matching contributions. In March 2016, the Company funded matching contributions to the Plan of $59,879 related to 2015. Depending on Company performance and at the discretion of the Board, the Company may also make an additional profit-based matching contribution of up to 50 cents per dollar on the first 4% of eligible compensation contributed. There was no profit-based matching contribution for 2015.
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NORDSTROM 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
(Dollar and share amounts in thousands)
The Company's Board of Directors also has discretion to make a Company profit sharing contribution each year. This contribution amount is determined based on years of service, eligible compensation and an adjustment factor. In 2014, the Board approved replacing profit sharing contributions with the additional profit-based matching contribution described above.
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 roll over amounts from a Roth IRA into the Plan.
Investments
Participants are able to direct the investment of their accounts (including employee and Company contributions) among various funds. The funds as of December 31, 2015 include a variety of mutual funds, common/collective trust ("CCT") funds, Company common stock and separately managed target retirement date funds. 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 depreciation 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, disability or death are 100% vested in their Plan accounts, regardless of years of service. The Plan defines "retirement" as age 60 or older for the purposes of vesting. On termination of employment for reasons other than retirement, disability or death, the amounts credited to the accounts of participants are vested as follows:
Employee Contributions— Employee contributions (salary deferral, catch-up and rollover contributions) are always 100% vested.
Company Matching Contributions— Company matching contributions, including the profit-based matching contribution, 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 were immediately 100% vested in Company profit sharing contributions.
Forfeitures
When a participant terminates, the unvested portion of the participant's account represents a forfeiture, unless the participant resumes service with the Company within five years. At December 31, 2015 and 2014, forfeited unvested accounts were $869 and $1,072. Forfeitures of unvested Company matching contributions from terminated participant accounts can be used to offset Company matching contributions or to pay Plan administrative expenses, as determined by the Plan Administrator. In March 2016 and February 2015, the Plan used forfeitures of $847 and $1,089 to offset the 2015 and 2014 employer contributions, respectively.
Benefit Payments
On termination of service, a participant (or participant's beneficiary in the case of death) may elect to roll over 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 exceeds $1. These distributions are subject to required distributions under Section 401(a)(9) of the IRC. 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 their retirement benefits.
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NORDSTROM 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
(Dollar and share amounts in thousands)
Participant Loans (Notes Receivable from Participants)
Participants may borrow a minimum of $1 from their account up to a maximum that is 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 the prime rate 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, 2015 range from 4.25% to 10.5% with various maturities through December 2035. Principal and interest is paid through payroll deductions, following the participant's semi-monthly or weekly payroll 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.
Other Assets
Other assets are primarily composed of amounts recorded at the cash surrender value of participants' life insurance policies. The option to purchase life insurance was terminated in May 1992, however, the Plan still holds previously purchased life insurance for participants. At December 31, 2015 and 2014, life insurance accounts totaled $1,818 and $1,964.
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The accompanying financial statements have been prepared in accordance with generally accepted accounting principles ("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, debt securities, mutual funds and CCTs. 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 participants' account balances and the amounts reported in the financial statements.
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NORDSTROM 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
(Dollar and share amounts in thousands)
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 Plan year. |
• | Shares of mutual funds are valued at quoted market prices as of the last trading day of the Plan year. |
• | CCTs are measured using the net asset value ("NAV") practical expedient of the CCT as reported by the CCT managers. The NAV practical expedient is based on the fair value of the underlying assets owned by the CCT, less its liabilities, and divided by the number of units outstanding. |
• | 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. |
• | Self-directed brokerage accounts allow participants to invest all or a portion of their account in 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, or the adjusted market price. 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 or depreciation in fair value of investments, which consists of realized and unrealized gains and losses.
Notes Receivable from Participants
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.
Benefit Payments
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, 2015 and 2014 were $530 and $892.
Administrative Expenses
Substantially all of the administrative expenses, including recordkeeping, trustee and other fees, incurred in connection with the Plan are paid by the Plan through an allocation to participant accounts.
Subsequent Events
The Plan monitors significant events occurring after the balance sheet date and prior to the issuance of the financial statements to determine the impacts, if any, of events on the financial statements to be issued. The Plan has evaluated subsequent events through the date which the financial statements are issued.
Effective January 1, 2016, Just Jeffrey, Inc. and JSK Enterprises, Inc. became participating employers of the Nordstrom 401(k) Plan. Prior to this date, these employers participated in the Perfect Fit 401(k) Plan ("Perfect Fit"). Participant account balances within the Perfect Fit plan were transferred into the Nordstrom 401(k) Plan on December 31, 2015 and included in transfer from other qualified plan on the Statement of Changes in Net Assets Available for Benefits.
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NORDSTROM 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
(Dollar and share amounts in thousands)
Recent Accounting Pronouncements
In May 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2015-07, Disclosures for Investments in Certain Entities that Calculate Net Asset Value per Share (or Its Equivalent). This ASU removes the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the NAV per share practical expedient. It also removes the requirement to make certain disclosures for all investments that are eligible to be measured at fair value using the NAV per share practical expedient. Those disclosures are limited to investments for which the entity has elected to measure the fair value using that practical expedient. The Plan elected to early adopt this ASU and has implemented the guidance on a retrospective basis to all periods presented, therefore prior periods were retrospectively adjusted.
In July 2015, the FASB issued ASU No. 2015-12, Plan Accounting. The new pronouncement is a three-part standard which (1) designates contract value as the only measurement amount for fully benefit-responsive investment contracts, (2) simplifies and increases the effectiveness of plan investment disclosure requirements, and (3) provides employee benefit plans with a measurement-date practical expedient. The Plan elected to early adopt this ASU and has implemented the guidance on a retrospective basis to all periods presented, therefore prior periods were retrospectively adjusted.
NOTE 3: FAIR VALUE MEASUREMENTS
The Plan discloses its assets that are measured at fair value in the Statements 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
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, 2015 and 2014. There have been no changes in the methodologies used at December 31, 2015 and 2014.
December 31, 2015 | |||||||||||
Level 1 | Level 2 | Total | |||||||||
Fair value hierarchy: | |||||||||||
Equity securities | $ | 478,148 | $ | — | $ | 478,148 | |||||
Debt securities | — | 111,138 | 111,138 | ||||||||
Mutual funds | 1,247,665 | — | 1,247,665 | ||||||||
Brokerage securities | 17,774 | 3,300 | 21,074 | ||||||||
Other | 730 | — | 730 | ||||||||
Total assets in fair value hierarchy | $ | 1,744,317 | $ | 114,438 | $ | 1,858,755 | |||||
Investments measured at NAV practical expedient | 690,319 | ||||||||||
Total participant-directed investments at fair value | $ | 2,549,074 | |||||||||
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NORDSTROM 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
(Dollar and share amounts in thousands)
December 31, 2014 | |||||||||||
Level 1 | Level 2 | Total | |||||||||
Fair value hierarchy: | |||||||||||
Equity securities | $ | 579,462 | $ | — | $ | 579,462 | |||||
Debt securities | — | 107,881 | 107,881 | ||||||||
Mutual funds | 1,469,616 | — | 1,469,616 | ||||||||
Brokerage securities | 15,671 | 3,127 | 18,798 | ||||||||
Other | 53 | — | 53 | ||||||||
Total assets in fair value hierarchy | $ | 2,064,802 | $ | 111,008 | $ | 2,175,810 | |||||
Investments measured at NAV practical expedient | 476,835 | ||||||||||
Total participant-directed investments at fair value | $ | 2,652,645 | |||||||||
The Plan's NAV funds are primarily composed of CCT's, which 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, 2015 and 2014. During 2015, there were no transfers in or out of Levels 1, 2 or 3.
Within the fair value hierarchy, brokerage securities were reclassified from a Level 2 to Level 1 due to a reassessment of the inputs available. The Plan also reclassified other investments into brokerage securities to conform to the current year presentation.
NOTE 4: 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. A related entity, Mercer HR Services, LLC, provides recordkeeping and other administrative services to the Plan. 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 its affiliate, and The Bank of New York Mellon are each a party-in-interest with respect to the Plan.
As of December 31, 2015, Plan investments included units held in a collective trust which is managed by The Bank of New York Mellon. Transactions with this entity qualify as exempt party-in-interest transactions. Fees paid by the Plan to The Bank of New York Mellon were $416 for 2015. Fees paid by the Plan to Mercer Trust Company were $1,530 for 2015.
As the Plan sponsor, the Company is a party-in-interest with respect to the Plan. As of December 31, 2015 and 2014, the Plan held 5,101 and 4,709 shares of Nordstrom common stock, with a cost basis of $185,222 and $143,125. The Plan recorded dividend income of $29,797 during 2015.
NOTE 5: FEDERAL INCOME TAX STATUS
The IRS has determined and informed the Company by a letter dated June 12, 2014, that the Plan is designed in accordance with applicable sections of the IRC. Although the Plan has been amended since the date of the latest determination letter, the Company and Plan management believe that the Plan is currently designed and operated in compliance with the applicable requirements of the IRC, and the Plan and related trust continue to be tax-exempt. Therefore, no provision for income taxes has been included in the Plan's financial statements.
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. The Plan Administrator has concluded that as of December 31, 2015 and 2014, 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 is in process of conducting an examination of the 2013 Plan year. The Plan Administrator believes it is no longer subject to income tax examinations for years prior to 2012.
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NORDSTROM 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
(Dollar and share amounts in thousands)
NOTE 6: PLAN TERMINATION
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.
NOTE 7: EXCESS CONTRIBUTIONS PAYABLE TO PARTICIPANTS
The Plan is subject to certain non-discrimination rules under ERISA and the IRC. For 2015 and 2014, the Plan failed certain of the non-discrimination tests under the IRC 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 IRC. Additionally, the Plan is required to return contributions received from participants during the Plan year in excess of the IRC limits (see Note 1: Description of the Plan for additional information on IRS contribution limitations). These refunds are accrued within excess contributions payable to participants in the Statements of Net Assets Available for Benefits and reduce participant contributions on the Statement of Changes in Net Assets Available for Benefits. The net refund for 2015, paid in March 2016, totaled $1,170 and included approximately $43 of investment loss. The net refund for 2014, paid in March 2015, totaled $1,232 and included approximately $82 of investment earnings.
NOTE 8: 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:
December 31, | |||||||
2015 | 2014 | ||||||
Net assets available for benefits per the financial statements | $ | 2,701,630 | $ | 2,826,603 | |||
Adjustment from contract value to fair value for fully benefit-responsive stable value fund | — | 3,688 | |||||
Administrative expenses and other payables | 972 | 855 | |||||
Net assets available for benefits per Form 5500 | $ | 2,702,602 | $ | 2,831,146 | |||
The following is a reconciliation of the total increase (decrease) in net assets available for benefits per the financial statements to the net income (loss) reflected in the Form 5500:
Plan year ended | December 31, 2015 | ||
Total decrease in net assets per the financial statements | $ | (128,077 | ) |
Change in the adjustment from contract value to fair value for fully benefit-responsive stable value fund | (3,688 | ) | |
Administrative expenses and other | 116 | ||
Total net loss per Form 5500 | $ | (131,649 | ) |
The Form 5500 has certain other items within income and expense that are classified differently from the amounts shown in the accompanying financial statements. These classification differences have no impact on net income (loss).
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NORDSTROM 401(k) PLAN
SCHEDULE H, LINE 4(i) — SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2015
EIN: 91-0515058
Plan #: 001
(Dollars in thousands)
(a) | (b) Identity of issuer, borrower, lessor, or similar party | (c) Description of investment including maturity date, rate of interest, collateral, par, or maturity value | (d) Cost | (e) Current Value | |||||||
* | Nordstrom, Inc. | Common Stock | ** | $ | 253,428 | ||||||
Putnam Stable Value Fund | CCT | ** | 199,403 | ||||||||
Voya Large Cap Growth | CCT | ** | 94,634 | ||||||||
William Blair Small-Mid Cap Growth | CCT | ** | 138,756 | ||||||||
Loomis Sayles Core Plus Fixed Income Trust | CCT | ** | 87,792 | ||||||||
American Funds Europacific Growth Fund | Mutual Fund | ** | 180,041 | ||||||||
Dodge & Cox Stock Fund | Mutual Fund | ** | 169,912 | ||||||||
Neuberger & Berman Genesis Fund | Mutual Fund | ** | 106,281 | ||||||||
Vanguard Institutional Index Fund | Mutual Fund | ** | 151,338 | ||||||||
Brokerage Securities | Self-directed Brokerage Securities | ** | 17,774 | ||||||||
SDB Money Market Fund | Self-directed Brokerage Money Market Fund | ** | 3,300 | ||||||||
Pending Account | Noninterest-Bearing Cash | ** | 730 | ||||||||
New England Life Insurance | Life Insurance Policies | ** | 1,818 | ||||||||
* | EB Temporary Investment Fund | CCT - due 12/31/2049 - Variable | ** | 522 | |||||||
* | Participant Loans | Loan interest rates range from 4.25% to 10.5% with various maturities through December 2035. | — | 92,938 | |||||||
* Party-in-interest
** Cost information is not required for participant-directed investments and therefore is not included.
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(a) | (b) Identity of issuer, borrower, lessor, or similar party | (c) Description of investment including maturity date, rate of interest, collateral, par, or maturity value | (d) Cost | (e) Current Value | ||||||
Investments held within the Nordstrom Target Retirement Date Funds1: | ||||||||||
Dodge & Cox Stock Fund | Mutual Fund | ** | $ | 130,546 | ||||||
Vanguard Institutional Index Fund | Mutual Fund | ** | 141,113 | |||||||
Neuberger Berman Genesis Fund/Institutional | Mutual Fund | ** | 75,054 | |||||||
American Funds EuroPacific Growth Fund | Mutual Fund | ** | 159,312 | |||||||
Aberdeen International Equity Fund | Mutual Fund | ** | 134,068 | |||||||
SSGA TIPS Index | CCT | ** | 25,906 | |||||||
Putnam Stable Value Fund | CCT | ** | 23,386 | |||||||
Loomis Core Plus Fixed Income Trust | CCT | ** | 113,300 | |||||||
* | EB Temporary Investment Fund | CCT - due 12/31/2049 - Variable | ** | 7,142 | ||||||
FHLMC POOL #G3-0315 | U.S. Government Securities - due 1/1/2027 - 6.0% | ** | 242 | |||||||
FHLMC POOL #G3-0320 | U.S. Government Securities - due 7/1/2025 - 6.0% | ** | 395 | |||||||
FHLMC POOL #G0-7600 | U.S. Government Securities - due 3/1/2042 - 4.5% | ** | 746 | |||||||
FHLMC POOL #G1-4667 | U.S. Government Securities - due 2/1/2027 - 4.0% | ** | 468 | |||||||
FHLMC POOL #H0-1774 | U.S. Government Securities - due 9/1/2037 - 6.5% | ** | 41 | |||||||
FHLMC POOL #C9-0981 | U.S. Government Securities - due 7/1/2026 - 6.5% | ** | 405 | |||||||
FHLMC POOL #C9-1013 | U.S. Government Securities - due 1/1/2027 - 6.5% | ** | 251 | |||||||
FHLMC POOL #1B-5071 | U.S. Government Securities - due 5/1/2042 - Variable | ** | 934 | |||||||
FHLMC POOL #J1-2899 | U.S. Government Securities - due 9/1/2025 - 4.0% | ** | 463 | |||||||
FHLMC POOL #1H-2592 | U.S. Government Securities - due 1/1/2036 - Variable | ** | 181 | |||||||
FHLMC POOL #H0-9197 | U.S. Government Securities - due 10/1/2038 - 6.5% | ** | 36 | |||||||
FHLMC POOL #H0-9212 | U.S. Government Securities - due 5/1/2038 - 5.5% | ** | 68 | |||||||
FHLMC POOL #84-9849 | U.S. Government Securities - due 10/1/2045 - Variable | ** | 304 | |||||||
FHLMC POOL #84-9254 | U.S. Government Securities - due 1/1/2042 - Variable | ** | 778 | |||||||
FHLMC POOL #84-9327 | U.S. Government Securities - due 5/1/2044 - Variable | ** | 1,338 | |||||||
FHLMC POOL #84-9505 | U.S. Government Securities - due 10/1/2044 - Variable | ** | 412 | |||||||
FHLMC POOL #84-9544 | U.S. Government Securities - due 12/1/2044 - Variable | ** | 684 | |||||||
FHLMC POOL #Q0-3517 | U.S. Government Securities - due 9/1/2041 - 4.5% | ** | 767 | |||||||
FHLMC POOL #G6-0153 | U.S. Government Securities - due 10/1/2044 - 4.5% | ** | 543 | |||||||
FHLMC POOL #78-1274 | U.S. Government Securities - due 2/1/2034 - Variable | ** | 216 | |||||||
FNMA POOL #0256851 | U.S. Government Securities - due 8/1/2037 - 7.0% | ** | 79 | |||||||
FNMA POOL #0AL2689 | U.S. Government Securities - due 2/1/2027 - 4.0% | ** | 389 | |||||||
FNMA POOL #0AL1845 | U.S. Government Securities - due 6/1/2039 - Variable | ** | 175 | |||||||
FNMA POOL #0AL1900 | U.S. Government Securities - due 8/1/2026 - 4.5% | ** | 471 | |||||||
FNMA POOL #0AL4577 | U.S. Government Securities - due 1/1/2034 - 4.5% | ** | 693 | |||||||
FNMA POOL #0AL5145 | U.S. Government Securities - due 10/1/2033 - 4.0% | ** | 976 | |||||||
FNMA POOL #0AL6209 | U.S. Government Securities - due 7/1/2021 - 5.049% | ** | 131 | |||||||
FNMA POOL #0AL6245 | U.S. Government Securities - due 1/1/2045 - Variable | ** | 852 | |||||||
FNMA POOL #0AL5749 | U.S. Government Securities - due 7/1/2042 - 4.5% | ** | 666 | |||||||
FNMA POOL #0AL5957 | U.S. Government Securities - due 5/1/2027 - 4.0% | ** | 847 | |||||||
FNMA POOL #0AL6132 | U.S. Government Securities - due 3/1/2029 - 4.5% | ** | 623 | |||||||
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.
14 of 21
(a) | (b) Identity of issuer, borrower, lessor, or similar party | (c) Description of investment including maturity date, rate of interest, collateral, par, or maturity value | (d) Cost | (e) Current Value | ||||||
FNMA POOL #0AL6120 | U.S. Government Securities - due 11/1/2044 - Variable | ** | $ | 2,157 | ||||||
FNMA POOL #0AL7205 | U.S. Government Securities - due 12/1/2029 - 3.5% | ** | 917 | |||||||
FNMA POOL #0AO4105 | U.S. Government Securities - due 6/1/2042 - Variable | ** | 1,749 | |||||||
FNMA POOL #0AO8469 | U.S. Government Securities - due 5/1/2042 - Variable | ** | 571 | |||||||
FNMA POOL #0AP7562 | U.S. Government Securities - due 9/1/2042 - Variable | ** | 989 | |||||||
FNMA POOL #0AW4697 | U.S. Government Securities - due 5/1/2044 - Variable | ** | 561 | |||||||
FNMA POOL #0AX3721 | U.S. Government Securities - due 7/1/2027 - 3.5% | ** | 838 | |||||||
FNMA GTD REMIC P/T 13-26 FE | U.S. Government Securities - due 4/25/2043 - Variable | ** | 1,115 | |||||||
FNMA GTD REMIC P/T 13-128 CF | U.S. Government Securities - due 12/25/2043 - Variable | ** | 1,510 | |||||||
FNMA GTD REMIC P/T 14-M13 ASQ2 | U.S. Government Securities - due 11/25/2017 - 1.648% | ** | 246 | |||||||
FNMA GTD REMIC P/T 12-46 BA | U.S. Government Securities - due 5/25/2042 - 6.0% | ** | 923 | |||||||
FHLMC MULTICLASS CTF 4283 EW | U.S. Government Securities - due 12/15/2043 - Variable | ** | 491 | |||||||
FHLMC MULTICLASS MTG 4319 MA | U.S. Government Securities - due 3/15/2044 - Variable | ** | 773 | |||||||
FNMA GTD REMIC P/T 01-79 BA | U.S. Government Securities - due 3/25/2045 - 7.0% | ** | 56 | |||||||
FNMA GTD REMIC P/T 01-T10 A1 | U.S. Government Securities - due 12/25/2041 - 7.0% | ** | 349 | |||||||
FNMA GTD REMIC P/T 04-W2 5A | U.S. Government Securities - due 3/25/2044 - 7.5% | ** | 483 | |||||||
FHLMC MULTICLASS MTG 2957 VZ | U.S. Government Securities - due 2/15/2035 - 5.0% | ** | 1,190 | |||||||
FNMA GTD REMIC P/T 07-50 DZ | U.S. Government Securities - due 6/25/2037 - 5.5% | ** | 969 | |||||||
FNMA GTD REMIC P/T 07-W10 2A | U.S. Government Securities - due 8/25/2047 - Variable | ** | 373 | |||||||
FNMA POOL #0735503 | U.S. Government Securities - due 4/1/2035 - 6.0% | ** | 209 | |||||||
FNMA POOL #0735608 | U.S. Government Securities - due 3/1/2035 - Variable | ** | 464 | |||||||
FNMA POOL #0745329 | U.S. Government Securities - due 7/1/2035 - 6.0% | ** | 326 | |||||||
FNMA POOL #0884704 | U.S. Government Securities - due 6/1/2036 - Variable | ** | 132 | |||||||
FNMA POOL #0888367 | U.S. Government Securities - due 3/1/2037 - 7.0% | ** | 703 | |||||||
FNMA POOL #0888154 | U.S. Government Securities - due 11/1/2036 - Variable | ** | 343 | |||||||
FNMA POOL #0889634 | U.S. Government Securities - due 2/1/2023 - 6.0% | ** | 390 | |||||||
FNMA POOL #0889984 | U.S. Government Securities - due 10/1/2038 - 6.5% | ** | 280 | |||||||
FNMA POOL #0976853 | U.S. Government Securities - due 11/1/2029 - 5.5% | ** | 373 | |||||||
FNMA POOL #0995487 | U.S. Government Securities - due 8/1/2037 - 6.0% | ** | 395 | |||||||
FNMA POOL #0AB1763 | U.S. Government Securities - due 11/1/2030 - 4.0% | ** | 192 | |||||||
FNMA POOL #0AB8086 | U.S. Government Securities - due 10/1/2037 - 6.0% | ** | 100 | |||||||
FNMA POOL #0MA0232 | U.S. Government Securities - due 11/1/2029 - 4.5% | ** | 907 | |||||||
FNMA POOL #0AD0121 | U.S. Government Securities - due 9/1/2029 - 4.5% | ** | 666 | |||||||
FNMA POOL #0AD0130 | U.S. Government Securities - due 8/1/2039 - 6.5% | ** | 72 | |||||||
FNMA POOL #0AD0217 | U.S. Government Securities - due 8/1/2037 - 6.0% | ** | 370 | |||||||
FNMA POOL #0AD0218 | U.S. Government Securities - due 9/1/2036 - 6.0% | ** | 385 | |||||||
FNMA POOL #0AD0198 | U.S. Government Securities - due 9/1/2038 - 5.5% | ** | 175 | |||||||
FNMA POOL #0AD0964 | U.S. Government Securities - due 11/1/2039 - 5.5% | ** | 795 | |||||||
SBA GTD PARTN CTFS 2006-20E 1 | U.S. Government Securities - due 5/1/2026 - 5.87% | ** | 311 | |||||||
SBA GTD PARTN CTFS 2007-20B 1 | U.S. Government Securities - due 2/1/2027 - 5.49% | ** | 369 | |||||||
SBA GTD PARTN CTFS 2007-20D 1 | U.S. Government Securities - due 4/1/2027 - 5.32% | ** | 205 | |||||||
U.S. TREASURY NOTE | U.S. Government Securities - due 2/15/2016 - 0.375% | ** | 3,000 | |||||||
U.S. TREASURY NOTE | U.S. Government Securities - due 11/15/2016 - 0.625% | ** | 1,148 | |||||||
U.S. TREASURY NOTE | U.S. Government Securities - due 5/31/2016 - 0.375% | ** | 970 | |||||||
American Express Credit AC 3 A | Corporate Debt - due 4/15/2020 - 1.49% | ** | 1,100 | |||||||
BHP Billiton Finance USA 144A | Corporate Debt - due 10/19/2075 - Variable | ** | 555 | |||||||
BNSF Railway Co. | Corporate Debt - due 4/1/2024 - 5.996% | ** | 203 | |||||||
Bank of America N.A. | Corporate Debt - due 3/15/2017 - 5.3% | ** | 390 | |||||||
15 of 21
(a) | (b) Identity of issuer, borrower, lessor, or similar party | (c) Description of investment including maturity date, rate of interest, collateral, par, or maturity value | (d) Cost | (e) Current Value | ||||||
Burlington Northern Santa Fe LLC | Corporate Debt - due 9/1/2023 - 3.85% | ** | $ | 467 | ||||||
Burlington Northern Santa Fe LLC | Corporate Debt - due 4/1/2024 - 3.75% | ** | 512 | |||||||
Burlington Northern Santa Fe LLC | Corporate Debt - due 1/15/2021 - 8.251% | ** | 550 | |||||||
CSX Transportation, Inc. | Corporate Debt - due 1/15/2023 - 6.251% | ** | 244 | |||||||
CEMEX SAB de CV 144A | Corporate Debt - due 1/11/2025 - 5.7% | ** | 335 | |||||||
Chase Issuance Trust A8 A8 | Corporate Debt - due 10/15/2018 - 1.01% | ** | 320 | |||||||
Chase Issuance Trust A7 A7 | Corporate Debt - due 11/15/2019 - 1.38% | ** | 997 | |||||||
Chase Issuance Trust A2 A2 | Corporate Debt - due 2/18/2020 - 1.59% | ** | 535 | |||||||
Comcast Corp. | Corporate Debt - due 5/15/2018 - 5.7% | ** | 137 | |||||||
Corp Nacional del Cobre D 144A | Corporate Debt - due 9/16/2025 - 4.5% | ** | 212 | |||||||
Federal Express Corp. 1998 Pass | Corporate Debt - due 7/15/2023 - 6.72% | ** | 107 | |||||||
Ford Credit Auto Owner Tr A A3 | Corporate Debt - due 7/15/2017 - 0.55% | ** | 48 | |||||||
GE Capital International 144A | Corporate Debt - due 11/15/2020 - 2.342% | ** | 537 | |||||||
General Electric Co. | Corporate Debt - due 9/16/2020 - 4.375% | ** | 125 | |||||||
General Electric Co. | Corporate Debt - due 10/17/2021 - 4.65% | ** | 87 | |||||||
HSBC Holdings PLC | Corporate Debt - due 5/2/2036 - 6.5% | ** | 537 | |||||||
HSBC Holdings PLC | Corporate Debt - due 9/15/2037 - 6.5% | ** | 660 | |||||||
HSBC Holdings PLC | Corporate Debt - due 4/5/2021 - 5.1% | ** | 167 | |||||||
Petroleos Mexicanos | Corporate Debt - due 1/23/2045 - 6.375% | ** | 635 | |||||||
Petroleos Mexicanos 144A | Corporate Debt - due 1/15/2025 - 4.25% | ** | 219 | |||||||
Petroleos Mexicanos 144A | Corporate Debt - due 1/23/2046 - 5.625% | ** | 268 | |||||||
Union Pacific Railroad Co. 1998 | Corporate Debt - due 2/23/2019 - 6.7% | ** | 38 | |||||||
Union Pacific Railroad Co. 2006 | Corporate Debt - due 7/2/2030 - 5.866% | ** | 1,234 | |||||||
Verizon Communications, Inc. | Corporate Debt - due 1/15/2036 - 4.272% | ** | 1,226 | |||||||
Wells Fargo & Co. | Corporate Debt - due 7/22/2027 - 4.3% | ** | 613 | |||||||
Time Warner, Inc. | Corporate Debt - due 5/1/2032 - 7.7% | ** | 1,498 | |||||||
AT&T Corp. | Corporate Debt - due 11/15/2031 - Variable | ** | 234 | |||||||
AT&T, Inc. | Corporate Debt - due 2/15/2039 - 6.55% | ** | 506 | |||||||
AT&T, Inc. | Corporate Debt - due 5/15/2025 - 3.4% | ** | 168 | |||||||
AT&T, Inc. | Corporate Debt - due 5/15/2046 - 4.75% | ** | 160 | |||||||
AT&T, Inc. | Corporate Debt - due 9/1/2040 - 5.35% | ** | 272 | |||||||
Actavis Funding SCS | Corporate Debt - due 3/12/2020 - 3.0% | ** | 475 | |||||||
Actavis Funding SCS | Corporate Debt - due 3/15/2022 - 3.45% | ** | 350 | |||||||
Actavis Funding SCS | Corporate Debt - due 3/15/2025 - 3.8% | ** | 348 | |||||||
BAC Capital Trust XI | Corporate Debt - due 5/23/2036 - 6.625% | ** | 1,037 | |||||||
Bank One Capital III | Corporate Debt - due 9/1/2030 - 8.75% | ** | 644 | |||||||
BNP Paribas S.A. | Corporate Debt - due 10/15/2024 - 4.25% | ** | 817 | |||||||
BNP Paribas S.A. 144A | Corporate Debt - due 9/28/2025 - 4.375% | ** | 343 | |||||||
Bank of America Corp. | Corporate Debt - due 6/1/2019 - 7.625% | ** | 290 | |||||||
Bank of America Corp. | Corporate Debt - due 7/1/2020 - 5.625% | ** | 361 | |||||||
Bank of America Corp. | Corporate Debt - due 8/26/2024 - 4.2% | ** | 198 | |||||||
Barclays PLC | Corporate Debt - due 9/11/2024 - 4.375% | ** | 538 | |||||||
Becton Dickinson and Co. | Corporate Debt - due 12/15/2024 - 3.734% | ** | 151 | |||||||
Boston Properties LP | Corporate Debt - due 10/15/2019 - 5.875% | ** | 333 | |||||||
Boston Properties LP | Corporate Debt - due 5/15/2021 - 4.125% | ** | 131 | |||||||
Boston Properties LP | Corporate Debt - due 2/1/2023 - 3.85% | ** | 408 | |||||||
Boston Properties LP | Corporate Debt - due 9/1/2023 - 3.125% | ** | 268 | |||||||
Boston Scientific Corp. | Corporate Debt - due 1/15/2020 - 6.0% | ** | 305 | |||||||
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(a) | (b) Identity of issuer, borrower, lessor, or similar party | (c) Description of investment including maturity date, rate of interest, collateral, par, or maturity value | (d) Cost | (e) Current Value | ||||||
CEMEX Finance LLC 144A | Corporate Debt - due 4/1/2024 - 6.0% | ** | $ | 750 | ||||||
CIGNA Corp. | Corporate Debt - due 5/15/2027 - 7.875% | ** | 310 | |||||||
CIGNA Corp. | Corporate Debt - due 11/15/2036 - 6.15% | ** | 370 | |||||||
CIGNA Corp. | Corporate Debt - due 6/15/2020 - 5.125% | ** | 82 | |||||||
CIGNA Corp. | Corporate Debt - due 2/15/2022 - 4.0% | ** | 155 | |||||||
CRH America Inc. 144A | Corporate Debt - due 6/30/2023 - 3.875% | ** | 571 | |||||||
Capital One Financial Corp. | Corporate Debt - due 6/15/2023 - 3.5% | ** | 696 | |||||||
Capital One Financial Corp. | Corporate Debt - due 2/5/2025 - 3.2% | ** | 604 | |||||||
Capital One Financial Corp. | Corporate Debt - due 10/29/2025 - 4.2% | ** | 173 | |||||||
CEMEX SAB de CV 144A | Corporate Debt - due 12/10/2019 - 6.5% | ** | 458 | |||||||
CEMEX SAB de CV 144A | Corporate Debt - due 5/5/2025 - 6.125% | ** | 171 | |||||||
CCO Safari II LLC 144A | Corporate Debt - due 7/23/2025 - 4.908% | ** | 300 | |||||||
CCO Safari II LLC 144A | Corporate Debt - due 10/23/2045 - 6.484% | ** | 225 | |||||||
Citigroup, Inc. | Corporate Debt - due 5/15/2018 - Variable | ** | 508 | |||||||
Citigroup, Inc. | Corporate Debt - due 5/15/2023 - 3.5% | ** | 98 | |||||||
Cox Communications, Inc. 144A | Corporate Debt - due 12/15/2022 - 3.25% | ** | 545 | |||||||
Cox Communications, Inc. 144A | Corporate Debt - due 6/30/2023 - 2.95% | ** | 330 | |||||||
Cox Communications, Inc. 144A | Corporate Debt - due 2/1/2025 - 3.85% | ** | 985 | |||||||
Dillard's, Inc. | Corporate Debt - due 5/15/2027 - 7.75% | ** | 494 | |||||||
Dillard's, Inc. | Corporate Debt - due 1/15/2018 - 6.625% | ** | 270 | |||||||
Dominion Resources, Inc. | Corporate Debt - due 10/1/2054 - Variable | ** | 490 | |||||||
The Dow Chemical Co. | Corporate Debt - due 11/1/2029 - 7.375% | ** | 216 | |||||||
The Dow Chemical Co. | Corporate Debt - due 5/15/2019 - 8.55% | ** | 933 | |||||||
The Dow Chemical Co. | Corporate Debt - due 5/15/2039 - 9.4% | ** | 359 | |||||||
ERP Operating LP | Corporate Debt - due 4/15/2023 - 3.0% | ** | 785 | |||||||
Enel Finance International 1144A | Corporate Debt - due 9/15/2037 - 6.8% | ** | 519 | |||||||
Enel Finance International 1144A | Corporate Debt - due 10/7/2039 - 6.0% | ** | 252 | |||||||
Export-Import Bank of Korea | Corporate Debt - due 1/11/2017 - 4.0% | ** | 204 | |||||||
Ford Credit Auto Owner 1 A 144A | Corporate Debt - due 7/15/2026 - 2.12% | ** | 573 | |||||||
Ford Motor Credit Co. LLC | Corporate Debt - due 1/15/2020 - 8.125% | ** | 236 | |||||||
Ford Motor Credit Co. LLC | Corporate Debt - due 2/1/2021 - 5.75% | ** | 359 | |||||||
Ford Motor Credit Co. LLC | Corporate Debt - due 8/2/2021 - 5.875% | ** | 558 | |||||||
Ford Motor Credit Co. LLC | Corporate Debt - due 8/6/2023 - 4.375% | ** | 308 | |||||||
Health Net, Inc. | Corporate Debt - due 6/1/2017 - 6.375% | ** | 416 | |||||||
Hewlett Packard Enterprise 144A | Corporate Debt - due 10/15/2020 - 3.6% | ** | 1,178 | |||||||
Imperial Tobacco Finance 144A | Corporate Debt - due 7/21/2022 - 3.75% | ** | 602 | |||||||
Imperial Tobacco Finance 144A | Corporate Debt - due 7/21/2025 - 4.25% | ** | 913 | |||||||
Kinder Morgan Energy Partners | Corporate Debt - due 9/1/2039 - 6.5% | ** | 206 | |||||||
Kinder Morgan Energy Partners | Corporate Debt - due 8/15/2042 - 5.0% | ** | 719 | |||||||
Kinder Morgan Energy Partners | Corporate Debt - due 9/1/2023 - 3.5% | ** | 518 | |||||||
Kinder Morgan Energy Partners | Corporate Debt - due 2/1/2024 - 4.15% | ** | 173 | |||||||
Kinder Morgan Energy Partners | Corporate Debt - due 9/1/2044 - 5.4% | ** | 283 | |||||||
Kinder Morgan, Inc. | Corporate Debt - due 6/1/2025 - 4.3% | ** | 173 | |||||||
Lafarge S.A. | Corporate Debt - due 7/15/2016 - 6.5% | ** | 564 | |||||||
Lloyds Banking Group PLC | Corporate Debt - due 11/4/2024 - 4.5% | ** | 584 | |||||||
Macy's Retail Holdings, Inc. | Corporate Debt - due 12/15/2034 - 4.5% | ** | 125 | |||||||
Macy's Retail Holdings, Inc. | Corporate Debt - due 9/15/2028 - 6.7% | ** | 1,184 | |||||||
Macy's Retail Holdings, Inc. | Corporate Debt - due 7/15/2024 - 6.65% | ** | 282 | |||||||
17 of 21
(a) | (b) Identity of issuer, borrower, lessor, or similar party | (c) Description of investment including maturity date, rate of interest, collateral, par, or maturity value | (d) Cost | (e) Current Value | ||||||
Myriad International Holdings 144A | Corporate Debt - due 7/18/2020 - 6.0% | ** | $ | 585 | ||||||
Myriad International Holdings 144A | Corporate Debt - due 7/21/2025 - 5.5% | ** | 577 | |||||||
* | Nordstrom, Inc. | Corporate Debt - due 3/15/2028 - 6.95% | ** | 326 | ||||||
Petroleos Mexicanos | Corporate Debt - due 6/15/2035 - 6.625% | ** | 179 | |||||||
Petroleos Mexicanos | Corporate Debt - due 1/18/2024 - 4.875% | ** | 233 | |||||||
Petrobras Global Finance B.V. | Corporate Debt - due 1/27/2021 - 5.375% | ** | 224 | |||||||
Petrobras Global Finance B.V. | Corporate Debt - due 5/20/2023 - 4.375% | ** | 149 | |||||||
Petrobras Global Finance B.V. | Corporate Debt - due 3/17/2024 - 6.25% | ** | 269 | |||||||
Provident Cos., Inc. | Corporate Debt - due 3/15/2028 - 7.25% | ** | 349 | |||||||
RELX Capital, Inc. | Corporate Debt - due 1/15/2019 - 8.625% | ** | 146 | |||||||
RELX Capital, Inc. | Corporate Debt - due 10/15/2022 - 3.125% | ** | 550 | |||||||
Rio Oil Finance Trust 144A | Corporate Debt - due 7/6/2024 - Variable | ** | 1,258 | |||||||
Rio Oil Finance Trust 144A | Corporate Debt - due 1/6/2027 - Variable | ** | 772 | |||||||
Royal Bank of Scotland Group PLC | Corporate Debt - due 12/19/2023 - 6.0% | ** | 323 | |||||||
Royal Bank of Scotland Group PLC | Corporate Debt - due 12/15/2022 - 6.125% | ** | 1,089 | |||||||
Navient Corp. | Corporate Debt - due 6/15/2018 - 8.45% | ** | 447 | |||||||
Navient Corp. | Corporate Debt - due 1/25/2016 - 6.25% | ** | 150 | |||||||
Navient Corp. | Corporate Debt - due 1/25/2017 - 6.0% | ** | 513 | |||||||
Sprint Communications, Inc. | Corporate Debt - due 12/1/2016 - 6.0% | ** | 823 | |||||||
Telecom Italia Capital S.A. | Corporate Debt - due 6/18/2019 - 7.175% | ** | 551 | |||||||
Teck Resources LTD | Corporate Debt - due 2/1/2043 - 5.4% | ** | 179 | |||||||
Telecom Italia Capital S.A. | Corporate Debt - due 7/18/2036 - 7.2% | ** | 126 | |||||||
Telecom Italia Capital S.A. | Corporate Debt - due 6/4/2018 - 6.999% | ** | 648 | |||||||
Telecom Italia Capital S.A. | Corporate Debt - due 6/4/2038 - 7.721% | ** | 287 | |||||||
Telecom Italia SPA 144A | Corporate Debt - due 5/30/2024 - 5.303% | ** | 272 | |||||||
Time Warner Cable, Inc. | Corporate Debt - due 7/1/2038 - 7.3% | ** | 352 | |||||||
Time Warner Cable, Inc. | Corporate Debt - due 2/14/2019 - 8.75% | ** | 348 | |||||||
Time Warner Cable, Inc. | Corporate Debt - due 4/1/2019 - 8.25% | ** | 833 | |||||||
Time Warner Cable, Inc. | Corporate Debt - due 2/1/2020 - 5.0% | ** | 159 | |||||||
Time Warner Cable, Inc. | Corporate Debt - due 9/1/2021 - 4.0% | ** | 227 | |||||||
TransCanada Trust | Corporate Debt - due 5/20/2075 - Variable | ** | 532 | |||||||
21st Century Fox America, Inc. | Corporate Debt - due 12/15/2035 - 6.4% | ** | 86 | |||||||
21st Century Fox America, Inc. | Corporate Debt - due 3/1/2037 - 6.15% | ** | 111 | |||||||
21st Century Fox America, Inc. | Corporate Debt - due 11/15/2037 - 6.65% | ** | 319 | |||||||
Verizon Communications, Inc. | Corporate Debt - due 9/15/2043 - 6.55% | ** | 148 | |||||||
Verizon Communications, Inc. | Corporate Debt - due 3/15/2024 - 4.15% | ** | 385 | |||||||
Vulcan Materials Co. | Corporate Debt - due 6/15/2021 - 7.5% | ** | 728 | |||||||
Anthem, Inc. | Corporate Debt - due 2/15/2019 - 7.0% | ** | 730 | |||||||
Xerox Corp. | Corporate Debt - due 5/15/2021 - 4.5% | ** | 454 | |||||||
Zoetis, Inc. | Corporate Debt - due 11/13/2020 - 3.45% | ** | 175 | |||||||
Zoetis, Inc. | Corporate Debt - due 11/13/2025 - 4.5% | ** | 355 | |||||||
California State | Municipal Debt - due 4/1/2034 - 7.5% | ** | 474 | |||||||
California State | Municipal Debt - due 10/1/2039 - 7.3% | ** | 630 | |||||||
California State | Municipal Debt - due 3/1/2040 - 7.625% | ** | 291 | |||||||
Illinois State | Municipal Debt - due 6/1/2033 - 5.1% | ** | 284 | |||||||
Illinois State | Municipal Debt - due 3/1/2017 - 5.365% | ** | 1,322 | |||||||
Illinois State | Municipal Debt - due 3/1/2018 - 5.665% | ** | 371 | |||||||
Los Angeles CA Unif Sch Dist | Municipal Debt - due 7/1/2034 - 6.758% | ** | 560 | |||||||
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(a) | (b) Identity of issuer, borrower, lessor, or similar party | (c) Description of investment including maturity date, rate of interest, collateral, par, or maturity value | (d) Cost | (e) Current Value | ||||||
New Jersey St Turnpike Auth | Municipal Debt - due 1/1/2041 - 7.102% | ** | $ | 825 | ||||||
Citigroup Capital XIII | Preferred Stock - 6.986% | ** | 1,068 | |||||||
Allergan PLC | Common Stock | ** | 2,022 | |||||||
Ingersoll-Rand PLC | Common Stock | ** | 1,912 | |||||||
NXP Semiconductor N.V. | Common Stock | ** | 1,331 | |||||||
Avago Technologies LTD | Common Stock | ** | 2,405 | |||||||
AMC Networks, Inc. | Common Stock | ** | 939 | |||||||
Adobe Systems, Inc. | Common Stock | ** | 3,058 | |||||||
Alphabet, Inc. | Common Stock | ** | 7,413 | |||||||
Amazon.com, Inc. | Common Stock | ** | 6,318 | |||||||
Ametek, Inc. | Common Stock | ** | 1,652 | |||||||
Amgen, Inc. | Common Stock | ** | 2,899 | |||||||
Apple, Inc. | Common Stock | ** | 9,099 | |||||||
Biogen, Inc. | Common Stock | ** | 2,097 | |||||||
BlackRock, Inc. | Common Stock | ** | 2,005 | |||||||
Bristol-Myers Squibb Co. | Common Stock | ** | 3,088 | |||||||
CVS Health Corp. | Common Stock | ** | 3,033 | |||||||
Celgene Corp. | Common Stock | ** | 2,120 | |||||||
Chipotle Mexican Grill, Inc. | Common Stock | ** | 1,008 | |||||||
Church & Dwight Co, Inc. | Common Stock | ** | 1,665 | |||||||
Coca-Cola Enterprises, Inc. | Common Stock | ** | 2,111 | |||||||
Cognizant Technology Solutions | Common Stock | ** | 2,232 | |||||||
Comcast Corp. | Common Stock | ** | 3,332 | |||||||
Costco Wholesale Corp. | Common Stock | ** | 2,297 | |||||||
Crown Holdings, Inc. | Common Stock | ** | 1,699 | |||||||
Danaher Corp. | Common Stock | ** | 2,783 | |||||||
Delta Air Lines, Inc. | Common Stock | ** | 2,754 | |||||||
Dish Network Corp. | Common Stock | ** | 1,792 | |||||||
Dollar General Corp. | Common Stock | ** | 2,278 | |||||||
Eastman Chemical Co. | Common Stock | ** | 1,815 | |||||||
Edwards Lifesciences Corp. | Common Stock | ** | 2,050 | |||||||
Electronic Arts, Inc. | Common Stock | ** | 1,643 | |||||||
Facebook, Inc. | Common Stock | ** | 2,667 | |||||||
Gilead Sciences, Inc. | Common Stock | ** | 1,908 | |||||||
Halliburton Co. | Common Stock | ** | 1,410 | |||||||
The Home Depot, Inc. | Common Stock | ** | 5,547 | |||||||
Intercontinental Exchange, Inc. | Common Stock | ** | 2,333 | |||||||
Jarden Corp. | Common Stock | ** | 3,114 | |||||||
McDonald's Corp. | Common Stock | ** | 3,892 | |||||||
McKesson Corp. | Common Stock | ** | 2,278 | |||||||
Merck & Co., Inc. | Common Stock | ** | 1,985 | |||||||
Microsoft Corp. | Common Stock | ** | 4,091 | |||||||
Monster Beverage Corp. | Common Stock | ** | 1,743 | |||||||
Moody's Corp. | Common Stock | ** | 1,793 | |||||||
Nike, Inc. | Common Stock | ** | 3,646 | |||||||
Northrop Grumman Corp. | Common Stock | ** | 1,728 | |||||||
Packaging Corporation of America | Common Stock | ** | 1,311 | |||||||
PepsiCo, Inc. | Common Stock | ** | 4,137 | |||||||
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(a) | (b) Identity of issuer, borrower, lessor, or similar party | (c) Description of investment including maturity date, rate of interest, collateral, par, or maturity value | (d) Cost | (e) Current Value | ||||||
Red Hat, Inc. | Common Stock | ** | $ | 1,674 | ||||||
Roper Industries, Inc. | Common Stock | ** | 1,918 | |||||||
Ross Stores, Inc. | Common Stock | ** | 1,781 | |||||||
Salesforce.com, Inc. | Common Stock | ** | 750 | |||||||
Shire PLC (ADR) | Common Stock | ** | 1,744 | |||||||
Stanley Black & Decker, Inc. | Common Stock | ** | 1,480 | |||||||
Starbucks Corp. | Common Stock | ** | 1,445 | |||||||
TD Ameritrade Holding Corp. | Common Stock | ** | 1,815 | |||||||
Textron, Inc. | Common Stock | ** | 1,353 | |||||||
UnitedHealth Group, Inc. | Common Stock | ** | 2,777 | |||||||
Visa, Inc. | Common Stock | ** | 4,732 | |||||||
Lazard LTD | Common Stock | ** | 1,121 | |||||||
OM Asset Management PLC | Common Stock | ** | 642 | |||||||
Abiomed, Inc. | Common Stock | ** | 920 | |||||||
Affiliated Managers Group, Inc. | Common Stock | ** | 1,570 | |||||||
Align Technology, Inc. | Common Stock | ** | 1,412 | |||||||
Ansys, Inc. | Common Stock | ** | 1,463 | |||||||
Ball Corp. | Common Stock | ** | 701 | |||||||
Booz Allen Hamilton Holding Co. | Common Stock | ** | 1,448 | |||||||
Brunswick Corp. | Common Stock | ** | 751 | |||||||
CBOE Holdings, Inc. | Common Stock | ** | 1,618 | |||||||
CEB, Inc. | Common Stock | ** | 1,112 | |||||||
Cambrex Corp. | Common Stock | ** | 1,156 | |||||||
Carrizo Oil & Gas, Inc. | Common Stock | ** | 460 | |||||||
Celanese Corp. | Common Stock | ** | 1,390 | |||||||
Centene Corp. | Common Stock | ** | 829 | |||||||
Choice Hotels International, Inc. | Common Stock | ** | 1,164 | |||||||
Colliers International Group Inc. | Common Stock | ** | 902 | |||||||
CoStar Group, Inc. | Common Stock | ** | 1,533 | |||||||
Cvent, Inc. | Common Stock | ** | 1,019 | |||||||
Diamondback Energy, Inc. | Common Stock | ** | 797 | |||||||
Drew Industries, Inc. | Common Stock | ** | 987 | |||||||
Encore Capital Group, Inc. | Common Stock | ** | 758 | |||||||
Exact Sciences Corp. | Common Stock | ** | 665 | |||||||
ExamWorks Group, Inc. | Common Stock | ** | 523 | |||||||
Factset Research Systems, Inc. | Common Stock | ** | 1,006 | |||||||
First Cash Financial Services | Common Stock | ** | 714 | |||||||
FirstService Corp. | Common Stock | ** | 1,528 | |||||||
Gartner, Inc. | Common Stock | ** | 1,374 | |||||||
Guidewire Software, Inc. | Common Stock | ** | 2,182 | |||||||
Healthcare Services Group, Inc. | Common Stock | ** | 981 | |||||||
HealthSouth Corp. | Common Stock | ** | 1,387 | |||||||
Hexcel Corp. | Common Stock | ** | 1,082 | |||||||
Huron Consulting Group, Inc. | Common Stock | ** | 830 | |||||||
IDEXX Laboratories, Inc. | Common Stock | ** | 987 | |||||||
International Flavors & Fragrance | Common Stock | ** | 1,516 | |||||||
Jones Lang LaSalle, Inc. | Common Stock | ** | 1,167 | |||||||
J2 Global, Inc. | Common Stock | ** | 1,818 | |||||||
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(a) | (b) Identity of issuer, borrower, lessor, or similar party | (c) Description of investment including maturity date, rate of interest, collateral, par, or maturity value | (d) Cost | (e) Current Value | ||||||
Ligand Pharmaceuticals, Inc. | Common Stock | ** | $ | 1,691 | ||||||
ManpowerGroup, Inc. | Common Stock | ** | 1,048 | |||||||
Maximus, Inc. | Common Stock | ** | 1,209 | |||||||
Medivation, Inc. | Common Stock | ** | 931 | |||||||
Mednax, Inc. | Common Stock | ** | 1,679 | |||||||
Mettler-Toledo International Inc. | Common Stock | ** | 1,715 | |||||||
The Middleby Corp. | Common Stock | ** | 1,106 | |||||||
Neustar, Inc. | Common Stock | ** | 1,250 | |||||||
Nu Skin Enterprises, Inc. | Common Stock | ** | 948 | |||||||
Old Dominion Freight Line, Inc. | Common Stock | ** | 1,527 | |||||||
Pandora Media, Inc. | Common Stock | ** | 519 | |||||||
Polaris Industries, Inc. | Common Stock | ** | 988 | |||||||
Quintiles Transnational Holdings | Common Stock | ** | 1,347 | |||||||
SBA Communications Corp. | Common Stock | ** | 1,433 | |||||||
Sally Beauty Holdings, Inc. | Common Stock | ** | 1,002 | |||||||
Servicemaster Global Holdings | Common Stock | ** | 989 | |||||||
Signature Bank | Common Stock | ** | 1,276 | |||||||
Sirona Dental Systems, Inc. | Common Stock | ** | 1,362 | |||||||
Six Flags Entertainment Corp. | Common Stock | ** | 1,896 | |||||||
Stericycle, Inc. | Common Stock | ** | 801 | |||||||
The Toro Co. | Common Stock | ** | 914 | |||||||
Towers Watson & Co. | Common Stock | ** | 391 | |||||||
Tractor Supply Co. | Common Stock | ** | 1,029 | |||||||
Transdigm Group, Inc. | Common Stock | ** | 996 | |||||||
2U, Inc. | Common Stock | ** | 847 | |||||||
Tyler Technologies, Inc. | Common Stock | ** | 1,295 | |||||||
Ulta Salon Cosmetics & Fragrance | Common Stock | ** | 1,456 | |||||||
Vantiv, Inc. | Common Stock | ** | 1,426 | |||||||
Virtu Financial, Inc. | Common Stock | ** | 620 | |||||||
WD-40 Co. | Common Stock | ** | 1,086 | |||||||
WNS (Holdings) Limited | Common Stock | ** | 787 | |||||||
Williams-Sonoma, Inc. | Common Stock | ** | 673 | |||||||
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