Document
    

    

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
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
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






Table of Contents

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.


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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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Table of Contents

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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Table of Contents

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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Table of Contents


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.

13 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

 
 
 
 
 
 
 
 
 
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


16 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

 
 
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


18 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

 
 
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


19 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

 
 
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
 
**