UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
| x | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2012
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 001-15059
| A. | Full title of the plan and the address of the plan, if different from that of the issuer named below: |
Nordstrom 401(k) Plan & Profit Sharing
| B. | Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: |
Nordstrom, Inc.
1617 Sixth Avenue, Seattle, Washington 98101
Required Information
1. Not applicable
2. Not applicable
3. Not applicable
4. The Nordstrom 401(k) Plan & Profit Sharing is subject to the requirements of the Employee Retirement Income Security Act of 1974 (“ERISA”). Plan financial statements and schedules prepared in accordance with the financial reporting requirements of ERISA are filed as Exhibit 99.1.
The Consent of Independent Registered Public Accounting Firm is filed as Exhibit 23.1.
The Exhibit Index is located on page 4
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the administrators of the employee benefit plan have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
| Nordstrom 401(k) Plan & Profit Sharing | ||||
| Date: June 21, 2013 | /s/ Michael G. Koppel | |||
| Michael G. Koppel | ||||
| Executive Vice President and | ||||
| Chief Financial Officer | ||||
| of Nordstrom, Inc. | ||||
| Plan Administrator of Nordstrom | ||||
| 401(k) Plan & Profit Sharing | ||||
3
Nordstrom 401(k) Plan & Profit Sharing
FORM 11-K Exhibit Index
This exhibit list is provided pursuant to the requirement of the Securities Exchange Act section 240.0-3.
| Exhibit |
Method of Filing | |||
| 23.1 | Consent of Independent Registered Public Accounting Firm |
Filed herewith electronically | ||
| 99.1 | Nordstrom 401(k) Plan & Profit Sharing Financial Statements |
Filed herewith electronically | ||
| 99.2 | Nordstrom 401(k) Plan & Profit Sharing, amended and restated on August 27, 2008 |
Incorporated by reference from the Nordstrom, Inc. Quarterly Report on Form 10-Q for the quarter ended November 1, 2008, Exhibit 10.1 | ||
| 99.3 | Amendment 2009-1 to the Nordstrom 401(k) Plan & Profit Sharing |
Incorporated by reference from the Nordstrom, Inc. Form 8-K filed on March 3, 2009, Exhibit 10.5 | ||
| 99.4 | Amendment 2009-2 to the Nordstrom 401(k) Plan & Profit Sharing |
Incorporated by reference from the Nordstrom, Inc. Quarterly Report on Form 10-Q for the quarter ended May 1, 2010, Exhibit 10.2 | ||
| 99.5 | Amendment 2009-3 to the Nordstrom 401(k) Plan & Profit Sharing |
Incorporated by reference from the Nordstrom, Inc. Quarterly Report on Form 10-Q for the quarter ended May 1, 2010, Exhibit 10.3 | ||
| 99.6 | Amendment 2010-1 to the Nordstrom 401(k) Plan & Profit Sharing |
Incorporated by reference from the Nordstrom, Inc. Quarterly Report on Form 10-Q for the quarter ended May 1, 2010, Exhibit 10.4 | ||
| 99.7 | Amendment 2010-2 to the Nordstrom 401(k) Plan & Profit Sharing |
Incorporated by reference from the Nordstrom, Inc. Quarterly Report on Form 10-Q for the quarter ended May 1, 2010, Exhibit 10.5 | ||
| 99.8 | Amendment 2010-3 to the Nordstrom 401(k) Plan & Profit Sharing |
Incorporated by reference from the Nordstrom, Inc. Quarterly Report on Form 10-Q for the quarter ended April 30, 2011, Exhibit 10.1 | ||
| 99.9 | Amendment 2011-1 to the Nordstrom 401(k) Plan & Profit Sharing |
Incorporated by reference from the Nordstrom, Inc. Annual Report on Form 10-K for the year ended January 28, 2012, Exhibit 10.8 | ||
| 99.10 | Amendment to the Participant Loan Program of the Nordstrom 401(k) Plan & Profit Sharing |
Incorporated by reference from the Nordstrom, Inc. Annual Report on Form 10-K for the year ended January 28, 2012, Exhibit 10.9 | ||
| 99.11 | Amendment 2012-1 to the Nordstrom 401(k) Plan & Profit Sharing |
Incorporated by reference from the Nordstrom, Inc. Quarterly Report on Form 10-Q for the quarter ended April 28, 2012, Exhibit 10.3 | ||
| 99.12 | Amendment 2012-1A to the Nordstrom 401(k) Plan & Profit Sharing |
Filed herewith electronically | ||
| 99.13 | Amendment 2012-2 to the Nordstrom 401(k) Plan & Profit Sharing |
Filed herewith electronically | ||
4
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement Nos. 333-166961, 333-161803, 333-63403, 333-40064, 333-40066, 333-79791, 333-101110, 333-118756, 333-146049, 333-174336 and 333-173020 on From S-8 and 333-173179 and 333-177175 on Form S-3, each of Nordstrom, Inc. and subsidiaries, of our report dated June 21, 2013, relating to the financial statements and supplemental schedule of Nordstrom 401(k) Plan & Profit Sharing appearing in the Annual Report on Form 11-K of Nordstrom 401(k) Plan & Profit Sharing for the year ended December 31, 2012.
/s/ Deloitte & Touche LLP
Seattle, Washington
June 21, 2013
Exhibit 99.1
Nordstrom 401(k) Plan &
Profit Sharing
Employer ID No: 91-0515058
Plan Number: 001
Financial Statements as of December 31, 2012 and 2011
and for the Year Ended December 31, 2012,
Supplemental Schedule as of December 31, 2012, and
Report of Independent Registered Public Accounting Firm
NORDSTROM 401(k) PLAN & PROFIT SHARING
PLAN YEAR ENDED DECEMBER 31, 2012
TABLE OF CONTENTS
| Page | ||
| REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
1 | |
| FINANCIAL STATEMENTS: |
||
| Statements of Net Assets Available for Benefits as of December 31, 2012 and 2011 |
2 | |
| Statement of Changes in Net Assets Available for Benefits for the year ended December 31, 2012 |
3 | |
| Notes to Financial Statements |
4 | |
| SUPPLEMENTAL SCHEDULE: |
||
| Form 5500, Schedule H, Part IV, Line 4i, Schedule of Assets (Held at End of Year) as of December 31, 2012 |
14 | |
| 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. | ||
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Retirement Committee of
Nordstrom 401(k) Plan & Profit Sharing
Seattle, Washington
We have audited the accompanying statements of net assets available for benefits of Nordstrom 401(k) Plan & Profit Sharing (the “Plan”) as of December 31, 2012 and 2011, and the related statement of changes in net assets available for benefits for the year ended December 31, 2012. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2012 and 2011, and the changes in net assets available for benefits for the year ended December 31, 2012, in conformity with accounting principles generally accepted in the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) as of December 31, 2012 is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This schedule is the responsibility of the Plan’s management. Such schedule has been subjected to the auditing procedures applied in our audit of the basic 2012 financial statements and, in our opinion, is fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole.
/s/ Deloitte & Touche LLP
Seattle, Washington
June 21, 2013
- 1 -
NORDSTROM 401(k) PLAN & PROFIT SHARING
PLAN YEAR ENDED DECEMBER 31, 2012
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
(In thousands)
| December 31, 2012 | December 31, 2011 | |||||||
| Assets: |
||||||||
| Participant-directed investments – at fair value |
$2,057,313 | $1,800,517 | ||||||
| Employer contributions receivable |
81,828 | 80,570 | ||||||
| Notes receivable from participants |
79,606 | 76,396 | ||||||
| Accrued interest and dividends receivable |
2,418 | 1,080 | ||||||
| Other assets |
2,050 | 2,147 | ||||||
| Total assets |
2,223,215 | 1,960,710 | ||||||
| Liabilities: |
||||||||
| Trustee and administrative fees payable |
900 | 1,025 | ||||||
| Excess contributions payable to participants |
779 | 222 | ||||||
| Due to broker for securities purchased |
2,242 | 1,127 | ||||||
| Total liabilities |
3,921 | 2,374 | ||||||
| Net assets available for benefits at fair value |
2,219,294 | 1,958,336 | ||||||
| Adjustments from fair value to contract value for fully benefit-responsive stable value fund |
(6,139 | ) | (6,752) | |||||
| Net assets available for benefits |
$2,213,155 | $1,951,584 | ||||||
The accompanying Notes to Financial Statements are an integral part of these statements.
- 2 -
NORDSTROM 401(k) PLAN & PROFIT SHARING
PLAN YEAR ENDED DECEMBER 31, 2012
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
(In thousands)
| 2012 | ||||
| Additions: |
||||
| Contributions: |
||||
| Employer contributions |
$81,828 | |||
| Participant contributions |
89,209 | |||
| Total contributions |
171,037 | |||
| Investment income: |
||||
| Net appreciation in fair value of investments |
192,617 | |||
| Interest and dividends |
39,561 | |||
| Total investment income
|
|
232,178
|
| |
| Total additions |
403,215 | |||
| Deductions: |
||||
| Benefit payments to participants |
(138,112) | |||
| Trustee fees, administrative expenses and other |
(3,532) | |||
| Total deductions |
(141,644) | |||
| Net additions |
261,571 | |||
| Net assets available for benefits at beginning of year |
1,951,584 | |||
| Net assets available for benefits at end of year |
$2,213,155 | |||
The accompanying Notes to Financial Statements are an integral part of these statements.
- 3 -
NORDSTROM 401(k) PLAN & PROFIT SHARING
PLAN YEAR ENDED DECEMBER 31, 2012
NOTES TO FINANCIAL STATEMENTS
(Dollar and share amounts in thousands)
| 1. | THE PLAN AND SIGNIFICANT ACCOUNTING POLICIES |
The Nordstrom 401(k) Plan & Profit Sharing (the “Plan”), as amended, was originally established on January 1, 1953. The Plan is an individual account profit sharing plan, which, since February 1, 1988, has included a 401(k) feature. The Plan operates on a calendar year basis.
The following describes the provisions of the Plan in effect on December 31, 2012 (except as noted), is for informational purposes only and does not bind the Plan. Participants should refer to the Plan documents for a more complete description of the Plan’s provisions.
General—The Plan covers substantially all eligible employees of Nordstrom, Inc. and its participating subsidiaries (the “Company”). For Company profit sharing and matching contributions, participation begins on the first of the month coinciding with or following the first anniversary of the employee’s original hire date. For elective salary deferrals (401(k) contributions), participation begins on their hire date.
The Plan also contains special eligibility provisions to ensure that all eligible employees enter the Plan by the latest participation date required under the applicable provisions of the Internal Revenue Code (“Code”). Eligible employees who neither make an affirmative salary deferral election nor affirmatively opt out of the Plan are automatically enrolled in the Plan beginning on the first of the month coinciding with or following the first anniversary of the employee’s original hire date with a salary deferral contribution equal to 2% of eligible compensation. Employees have the option to elect a zero percent salary deferral or to change their salary deferral percentage at any time in accordance with the Plan.
For the Plan years ended December 31, 2012 and 2011, to qualify for Company profit sharing and matching contributions, participants must work at least 1,000 hours during the payroll calendar year and be employed on the last day of the Plan year (the “last day” requirement is waived if the participant terminates employment due to retirement, disability or death).
Plan Contributions—Contributions to the Plan are made through employee 401(k) contributions, Company 401(k) matching contributions and Company profit sharing contributions.
Employee 401(k) Contributions—Eligible employees may elect to defer eligible compensation on a pre-tax basis, an after-tax (Roth) basis or a combination of both. The maximum elective salary deferral is 50% for non-highly compensated employees and 15% for highly compensated employees. Employees age 50 and over are allowed a catch-up contribution on a pre-tax basis, an after-tax (Roth) basis or a combination of both. For all employees, the Internal Revenue Service (“IRS”) limits participant contributions to a maximum of $17.0 and $16.5 ($22.5 and $22.0 for those age 50 and over) in 2012 and 2011.
Company 401(k) Matching Contributions—The Company intends to match employee 401(k) contributions dollar for dollar up to 4% of the participant’s eligible compensation, if approved and at the discretion of the Company’s Board of Directors. For Plan purposes, eligible compensation generally includes taxable salary and wages paid for employee service, including bonuses and commissions, and excludes reimbursements and expense allowances, employee awards, fringe and welfare benefits, moving expenses, severance and disability pay, contributions to a nonqualified deferred compensation program and amounts received as stock or under any stock-based compensation program, and is capped by limits set under the Code ($250 and $245 for the Plan years ended December 31, 2012 and 2011). Catch-up contributions are not eligible for matching.
- 4 -
NORDSTROM 401(k) PLAN & PROFIT SHARING
PLAN YEAR ENDED DECEMBER 31, 2012
NOTES TO FINANCIAL STATEMENTS
(Dollar and share amounts in thousands)
Company Profit Sharing Contributions—The Company’s Board of Directors determines the Company profit sharing contribution, if any, each year. Profit sharing contributions are invested in participant-directed investments or, if the participant does not make an investment election, defaulted into a Nordstrom Target Retirement Date Fund based on a participant’s date of birth and an assumed retirement age of 65. The Company’s contribution for each Plan year is allocated among qualified participants based on their eligible compensation (as discussed above) and years of service.
Investment Programs—Participants are able to direct the investment of their accounts (including Company matching and profit sharing contributions) among any of the available funds. The available funds as of December 31, 2012 are listed in the supplemental Schedule of Assets (Held at End of Year). The available funds are regularly reviewed by the Retirement Committee (see “Trustees and Administrator of the Plan” section on page 6) and are subject to change at any time.
Participation in Investment Activity—Individual accounts are credited daily with a pro-rata share of investment income (loss) experienced by the respective funds into which their account balances have been directed.
Vesting in the Plan—Employees who terminate employment due to retirement, death or total disability are 100% vested in their Plan accounts, regardless of years of service. For purposes of the Plan, “retirement” is defined as ending employment at age 60 or older. On termination of employment for reasons other than retirement, death or total disability the amounts credited to the accounts of participants are vested as follows:
Employee 401(k) Contributions—Employee contributions (i.e., salary deferral, catch-up and rollover contributions) are always 100% vested.
Company 401(k) Matching Contributions—Company matching contributions for employees vest as follows: 33% after completing one year of service and 67% after two years of service. After three years of service, all Company matching contributions are immediately 100% vested.
Company Profit Sharing Contributions—Participants are immediately 100% vested in Company profit sharing contributions.
Forfeitures—At December 31, 2012 and 2011, forfeited nonvested accounts totaled $549 and $589. Forfeitures of unvested Company matching or profit sharing contributions from terminated participant accounts are used to offset future Company matching contributions, future Company profit sharing contributions, or to pay Plan administrative expenses, as determined by the Retirement Committee. During the years ended December 31, 2012 and 2011, employer contributions were offset by forfeitures of $556 and $608.
Benefits—On termination of service, a participant (or participant’s beneficiary in the case of death) may elect to receive the value of the vested interest in his or her account as a lump-sum distribution or elect to remain in the Plan, if the vested account balance (including the rollover account) exceeds $1. These distributions are subject to required distributions under Section 401(a)(9) of the Code. When an active participant reaches age 59 1/2 and continues to work for the Company, the participant is eligible to receive a partial or full distribution of his or her retirement benefits.
- 5 -
NORDSTROM 401(k) PLAN & PROFIT SHARING
PLAN YEAR ENDED DECEMBER 31, 2012
NOTES TO FINANCIAL STATEMENTS
(Dollar and share amounts in thousands)
Payment of Benefits—Benefits are recorded when paid. Amounts allocated to former participants who have withdrawn from the Plan, but have not yet been paid as of December 31, 2012 and 2011 were $187 and $427.
Participant Loans—Participants may borrow from their fund accounts a minimum of $1 up to a maximum equal to the lesser of $50 or 50% of their vested account balance. Loan terms are a maximum of 60 months or, if for the purchase of a principal residence, up to 20 years. The loans are secured by the balance in the participant’s account and bear fixed interest at rates commensurate with prevailing rates but not less than 1% over the then current prime rate as published by the Wall Street Journal. Interest rates for participant loans outstanding at December 31, 2012 range from 4.25% to 10.5% and are determined at the time the loan is approved. Principal and interest is paid semi-monthly and weekly through payroll deductions. Participants may pay monthly upon separation or leave of absence. Payment obligations are suspended for participants during approved leaves of absence not longer than 12 months and during periods of qualified military service. A participant may have a maximum of two loans outstanding at any one time.
Trustees and Administrator of the Plan—The asset trustees of the Plan are Mercer Trust Company (all assets except the Nordstrom Target Retirement Date Funds) and The Bank of New York Mellon (Nordstrom Target Retirement Date Funds only).
The Plan is administered by the Company in conjunction with the Retirement Committee, a committee appointed by the Company’s Board of Directors composed of the following individuals as of December 31, 2012:
| — |
Mary D. Amundson | Vice President, Employee Benefits | ||
| — |
Michael G. Koppel | Executive Vice President and Chief Financial Officer | ||
| — |
Robert B. Sari | Executive Vice President, General Counsel and Corporate Secretary | ||
| — |
Delena M. Sunday | Executive Vice President, Human Resources and Diversity Affairs | ||
| — |
Brooke F. White | Vice President, Corporate Communications |
Mercer Human Resource Services provided administrative services for the year ended December 31, 2012.
Termination of the Plan—Although it has not expressed an intention to do so, the Company reserves the right to suspend, discontinue, or terminate the Plan at any time subject to the provisions set forth in the Employee Retirement Income Security Act of 1974 (“ERISA”). The Company may determine whether a suspension or discontinuance of contributions will or will not constitute termination of the Plan.
In the event the Plan is terminated, the respective accounts of the participants under the Plan shall become fully vested and nonforfeitable. After payment of expenses properly chargeable against the Plan, the trustees shall distribute all Plan assets to the participants in the proportions determined by their respective accounts.
Tax Status—The IRS has determined and informed the Company by a letter dated September 23, 2009, that the Plan is designed in conformity with the applicable requirements of the Code. The Company and Plan management believe that the Plan is currently designed and operated in compliance with the applicable requirements of the Code, and the Plan and related trust continue to be tax-exempt. Therefore, no provision for income taxes has been included in the Plan’s financial statements.
- 6 -
NORDSTROM 401(k) PLAN & PROFIT SHARING
PLAN YEAR ENDED DECEMBER 31, 2012
NOTES TO FINANCIAL STATEMENTS
(Dollar and share amounts in thousands)
Accounting principles generally accepted in the United States of America (“GAAP”) require Plan management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. As the Plan is tax-exempt, the Plan administrator has concluded that as of December 31, 2012 and 2011, there are no uncertain tax positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The Plan administrator believes it is no longer subject to income tax examinations for years prior to 2009.
Basis of Accounting—The accompanying financial statements have been prepared in accordance with GAAP.
Use of Estimates—The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and changes therein and disclosure of contingent assets and liabilities. Actual results could differ from those estimates and assumptions.
Risks and Uncertainties—The Plan holds various investment instruments, including common stock, mutual funds and a stable value fund. Investment securities, in general, are exposed to various risks, such as interest rate risk, credit risk and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and such changes could materially affect the amounts reported in the financial statements.
Other Assets—Prior to 1993, after five years in the Plan, participants were allowed to purchase life insurance with up to 25% of their annual contributions. This option was terminated in May 1992; however, the Plan still holds previously purchased life insurance for participants. The other assets balance is composed of these amounts recorded at the cash surrender value of the life insurance policy.
Investment Valuation and Income Recognition—The Plan’s investments are held by the trustees and are recorded at fair value, as follows:
| — | Common stock is valued at quoted market prices as of the last trading day of the year. |
| — | Nordstrom common stock is valued at the quoted market price as of the last trading day of the year. |
| — | Shares of mutual funds are valued at quoted market prices as of the last trading day of the year, which represent the net asset value of shares held by the Plan at year end. |
| — | Common/collective trust funds are valued based on the year-end unit value. Unit values are determined by the issuer by dividing the fair values of the total net assets at year end by the outstanding units. The fair values of the total net assets are determined by the nature of the underlying investments. Each underlying investment is valued at fair value according to its investment type. |
| — | Investments in debt securities are valued using the market approach and observable inputs, such as observable trade prices, multiple broker/dealer quotes, related yield curves and other assumptions about the securities. |
- 7 -
NORDSTROM 401(k) PLAN & PROFIT SHARING
PLAN YEAR ENDED DECEMBER 31, 2012
NOTES TO FINANCIAL STATEMENTS
(Dollar and share amounts in thousands)
| — | The stable value fund is stated at fair value then adjusted to contract value as described in Note 4. Fair value is the net asset value of its underlying investments, and contract value is principal plus accrued interest. |
| — | Self-directed brokerage accounts allow participants to invest all or a portion of their contributions into investments of their choice. The fair value is based on the underlying investments, which may include common stock, mutual funds, debt securities and common/collective trusts. |
| — | The Nordstrom Target Retirement Date Funds hold underlying investments which include common stock, mutual funds, debt securities and common/collective trusts. 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 on the ex-dividend date.
Net realized gains or losses on investment sales represent the difference between the sale proceeds and cost of the investments. Net unrealized appreciation or depreciation on investments held at the end of the Plan year represents the net change in fair value of investments during the year. The Statement of Changes in Net Assets Available for Benefits presents the net appreciation in fair value of investments, which consists of realized and unrealized gains and losses.
Administrative and Recordkeeping Expenses—Substantially all of the administrative and recordkeeping expenses incurred in connection with the Plan are paid by the Plan and allocated per capita to each participant. The amount is reflected on each participant’s quarterly statement.
Recent Accounting Pronouncements— In December 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU’) No. 2011-11, Disclosures about Offsetting Assets and Liabilities, which was subsequently modified in January 2013 by ASU No. 2013-01, Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities. This ASU has requirements that are disclosure-only in nature. It requires disclosures about offsetting and related arrangements for certain financial instruments and derivative instruments, including gross and net information and evaluation of the effect of netting arrangements on the statement of financial position. The Plan does not expect the provisions of this ASU, which are effective for the Plan beginning January 1, 2013, to have a material impact on the Plan’s financial statements.
- 8 -
NORDSTROM 401(k) PLAN & PROFIT SHARING
PLAN YEAR ENDED DECEMBER 31, 2012
NOTES TO FINANCIAL STATEMENTS
(Dollar and share amounts in thousands)
| 2. | INVESTMENTS |
The following table presents the value of investments that represent 5% or more of the Plan’s net assets available for benefits:
| December 31, 2012 | December 31, 2011 | |||||||
| Nordstrom common stock |
$277,434 | $264,913 | ||||||
| Putnam Stable Value Fund |
204,760 | 205,083 | ||||||
| American Funds EuroPacific Growth Fund |
164,532 | 141,004 | ||||||
| Dodge & Cox Stock Fund |
122,608 | 101,396 | ||||||
During 2012, the Plan’s investments (including investments bought and sold, as well as held during the year) appreciated in value as follows:
| Plan year | 2012 | |||
| Nordstrom Target Retirement Date Funds |
$96,702 | |||
| Mutual funds |
73,696 | |||
| Nordstrom common stock |
20,787 | |||
| Brokerage assets |
1,430 | |||
| Common/collective trusts |
2 | |||
| Net appreciation in fair value of investments |
$192,617 | |||
| 3. | FAIR VALUE MEASUREMENT |
The Plan discloses its assets that are measured at fair value in its statement of net assets available for benefits by level within the fair value hierarchy as defined by applicable accounting standards:
| Level 1: | Quoted market prices in active markets for identical assets or liabilities | |
| Level 2: | Other observable market-based inputs or unobservable inputs that are corroborated by market data | |
| Level 3: | Unobservable inputs that cannot be corroborated by market data that reflect the reporting entity’s own assumptions | |
- 9 -
NORDSTROM 401(k) PLAN & PROFIT SHARING
PLAN YEAR ENDED DECEMBER 31, 2012
NOTES TO FINANCIAL STATEMENTS
(Dollar and share amounts in thousands)
Transfers of investments between different levels of the fair value hierarchy are recorded as of the end of the reporting period. The following tables set forth, by level within the fair value hierarchy, a summary of the Plan’s investments that were measured at fair value on a recurring basis as of December 31, 2012 and 2011.
| December 31, 2012 | ||||||||||||
| Level 1 | Level 2 | Total | ||||||||||
| Equity securities: |
||||||||||||
| Nordstrom common stock |
$277,434 | — | $277,434 | |||||||||
| Other domestic corporate stock |
133,564 | — | 133,564 | |||||||||
| Debt securities: |
||||||||||||
| U.S. Government |
— | $37,675 | 37,675 | |||||||||
| Corporate debt |
— | 40,929 | 40,929 | |||||||||
| Other |
— | 5,538 | 5,538 | |||||||||
| Mutual funds: |
||||||||||||
| Domestic |
712,058 | — | 712,058 | |||||||||
| International |
382,810 | — | 382,810 | |||||||||
| Fixed income |
196,567 | — | 196,567 | |||||||||
| Common collective trusts (CCTs): |
||||||||||||
| Putnam Stable Value Fund |
— | 225,386 | 225,386 | |||||||||
| Treasury Inflation Protected Securities (TIPS) |
— | 24,541 | 24,541 | |||||||||
| Other short-term investment funds |
333 | 4,177 | 4,510 | |||||||||
| Brokerage securities |
— | 11,726 | 11,726 | |||||||||
| Other |
137 | 4,438 | 4,575 | |||||||||
| Total |
$1,702,903 | $354,410 | $2,057,313 | |||||||||
- 10 -
NORDSTROM 401(k) PLAN & PROFIT SHARING
PLAN YEAR ENDED DECEMBER 31, 2012
NOTES TO FINANCIAL STATEMENTS
(Dollar and share amounts in thousands)
| December 31, 2011 | ||||||||||||
| Level 1 | Level 2 | Total | ||||||||||
| Equity securities: |
||||||||||||
| Nordstrom common stock |
$264,913 | — | $264,913 | |||||||||
| Other domestic corporate stock |
107,216 | — | 107,216 | |||||||||
| Debt securities: |
||||||||||||
| U.S. Government |
— | $36,381 | 36,381 | |||||||||
| Corporate debt |
— | 33,399 | 33,399 | |||||||||
| Other |
— | 4,680 | 4,680 | |||||||||
| Mutual funds: |
||||||||||||
| Domestic |
605,239 | — | 605,239 | |||||||||
| International |
309,807 | — | 309,807 | |||||||||
| Fixed income |
92,974 | 77,893 | 170,867 | |||||||||
| Common collective trusts (CCTs): |
||||||||||||
| Putnam Stable Value Fund |
25,958 | 199,407 | 225,365 | |||||||||
| Treasury Inflation Protected Securities (TIPS) |
— | 23,400 | 23,400 | |||||||||
| Other short-term investment funds |
— | 5,291 | 5,291 | |||||||||
| Brokerage securities |
— | 10,497 | 10,497 | |||||||||
| Other |
299 | 3,163 | 3,462 | |||||||||
| Total |
$1,406,406 | $394,111 | $1,800,517 | |||||||||
The Plan did not have any Level 3 measurements as of December 31, 2012 and 2011. For the years ended December 31, 2012 and 2011, there were no transfers in or out of Levels 1, 2 or 3.
- 11 -
NORDSTROM 401(k) PLAN & PROFIT SHARING
PLAN YEAR ENDED DECEMBER 31, 2012
NOTES TO FINANCIAL STATEMENTS
(Dollar and share amounts in thousands)
| 4. | STABLE VALUE FUND |
The Putnam Stable Value Fund (the “Fund”) is a common collective trust fund. The Fund may invest in fixed interest insurance investment contracts, money market funds, corporate and government bonds, mortgage-backed securities, bond funds and other fixed income securities. Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment in the Fund at contract value. Contract value represents contributions made to the fund, plus earnings, less participant withdrawals and administrative expenses.
The statements of net assets available for benefits present the Fund at fair value, as well as an additional line item showing an adjustment from fair value to contract value. Fair value of the underlying investments of the Fund is calculated by discounting the related cash flows based on current yields of similar instruments with comparable durations.
The average yield at fair value and weighted-average crediting rate for the Fund are as follows:
| December 31, 2012 | December 31, 2011 | |||||||
| Average yield at fair value |
1.75% | 2.69% | ||||||
| Weighted-average crediting rate |
2.02% | 3.23% | ||||||
Certain events may limit the ability of the Fund to transact at contract value. Such events include but are not limited to: complete or partial plan termination or merger with another plan; failure of the Plan or its trust to qualify for exemption from federal income taxes or any required prohibited transaction exemption under ERISA; transfer of assets from the Fund directly into a competing investment option; or any communication given to Plan participants designed to influence a participant not to invest in the Fund or to transfer assets out of the Fund. Plan management believes that the occurrence of events that would cause the Fund to transact at less than contract value is not probable.
| 5. | EXEMPT PARTY-IN-INTEREST TRANSACTIONS |
Mercer Trust Company (previously Putnam Fiduciary Trust Company) has been trustee of all assets of the Plan since January 1, 2005, with the exception of the Nordstrom Target Retirement Date Funds and the Nordstrom Select Funds (no longer available as an investment option in the Plan). The Bank of New York Mellon (previously Mellon Bank, N.A.) has been the trustee of the Nordstrom Target Retirement Date Funds since the inception of these Funds on September 6, 2011, and was the trustee of the Nordstrom Select Funds since April 1, 2005 prior to the Plan’s transfer to the Nordstrom Target Retirement Date Funds. Accordingly, Mercer Trust Company and The Bank of New York Mellon are each a party-in-interest with respect to the Plan.
The Plan invested in investment funds held by Mercer Trust Company and its affiliates during 2012. Transactions in these investments qualify as exempt party-in-interest transactions because an independent fiduciary (the Plan’s Retirement Committee) causes the Plan to make these investment decisions. Fees paid by the Plan to Mercer Trust Company were $1,751 for 2012. Fees paid by the Plan to The Bank of New York Mellon were $243 for 2012.
- 12 -
NORDSTROM 401(k) PLAN & PROFIT SHARING
PLAN YEAR ENDED DECEMBER 31, 2012
NOTES TO FINANCIAL STATEMENTS
(Dollar and share amounts in thousands)
As the Plan sponsor, the Company is a party-in-interest with respect to the Plan. The Company’s employer contributions to the Plan qualify as exempt party-in-interest transactions because a fiduciary does not cause the Plan to participate in the transactions. In addition, there were no reimbursements of direct expenses paid by the Plan to the Company for Plan operations and administration in 2012.
As of December 31, 2012 and 2011, the Plan held 5,178 and 5,319 shares of common stock of the Company, with a cost basis of $134,695 and $125,781. The Plan recorded dividend income of $5,677 during the year ended December 31, 2012.
| 6. | EXCESS CONTRIBUTIONS PAYABLE TO PARTICIPANTS |
The Plan is subject to certain non-discrimination rules under ERISA and the Code. For the Plan years ended December 31, 2012 and 2011, the Plan failed certain of the non-discrimination tests under the Code due to lower contribution percentages by non-highly compensated eligible employees relative to the contribution percentages of highly compensated eligible employees. In order to meet the requirements of the non-discrimination rules, the Plan refunded a portion of the contributions made by highly compensated participants, in accordance with applicable provisions of the Code. The refund for 2012, paid in March 2013, totaled $779 and included approximately $82 of investment earnings. The refund for 2011, paid in March 2012, totaled $222 and included approximately $2 of investment earnings. The refunds are recorded as “Excess contributions payable to participants” in the Statements of Net Assets Available for Benefits and included in “Benefit payments to participants” on the Statement of Changes in Net Assets Available for Benefits.
| 7. | RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500 |
The following is a reconciliation of net assets available for benefits per the financial statements to the amounts reflected in the Form 5500 as filed by the Company with the Employee Benefits Security Administration (“EBSA”) as of:
| December 31, 2012 | December 31, 2011 | |||||||
| Net assets available for benefits per the financial statements |
$2,213,155 | $1,951,584 | ||||||
| Trustee and administrative fees payable |
649 | 764 | ||||||
| Adjustments from contract value to fair value for fully |
6,139 | 6,752 | ||||||
| Net assets available for benefits per Form 5500 |
$2,219,943 | $1,959,100 | ||||||
The following is a reconciliation of total net investment income per the financial statements to the amounts reflected in the Form 5500 as filed by the Company with the EBSA:
| Plan year | 2012 | |||
| Total net investment income per the financial statements |
$232,178 | |||
| Investment management and custodian fees |
180 | |||
| Change in the adjustment from contract value to fair |
(613) | |||
| Total net investment income per Form 5500 |
$231,745 | |||
- 13 -
NORDSTROM 401(k) PLAN & PROFIT SHARING
PLAN YEAR ENDED DECEMBER 31, 2012
FORM 5500, SCHEDULE H, PART IV, LINE 4i, SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2012
(Dollars in thousands)
| Identity of issue, borrower, lessor, or similar party |
Description of investment including maturity date, rate of interest, collateral, par, or maturity value |
** | Fair Value | |||||||
| * |
Nordstrom, Inc. |
Common Stock |
$277,434 | |||||||
| Putnam Stable Value Fund |
Common Collective Trust |
204,760 | ||||||||
| Allianzgi RCM Large Cap Growth Fund |
Mutual Fund |
64,076 | ||||||||
| American Funds EuroPacific Growth Fund |
Mutual Fund |
164,532 | ||||||||
| Dodge & Cox Stock Fund |
Mutual Fund |
122,608 | ||||||||
| Neuberger & Berman Genesis Fund |
Mutual Fund |
92,180 | ||||||||
| PIMCO Total Return Fund |
Mutual Fund |
109,066 | ||||||||
| Rainier Small/Mid Cap Equity Fund |
Mutual Fund |
100,095 | ||||||||
| Vanguard Institutional Index Fund |
Mutual Fund |
85,827 | ||||||||
| Brokerage Securities |
Self-directed Brokerage Securities |
11,726 | ||||||||
| SDB Money Market Fund |
Self-directed Brokerage Money Market Fund |
4,438 | ||||||||
| Pending Account |
Noninterest-bearing cash |
137 | ||||||||
| New England Life Insurance |
Life insurance policies |
2,050 | ||||||||
| * |
Participant Loans |
Loan interest rates range from 4.25% to 10.5%. Loan repayment is made through regular payroll deductions for a period of up to 60 months for general loans and over a longer period for loans used to finance the purchase of a principal residence. If a participant’s employment terminates for any reason and the loan balances are not paid in full within 90 days of termination, the loan balances will be deemed distributed and become taxable income to the participant. Participants may continue to make loan repayments after termination of employment under procedures established by the Plan administrator. | 79,606 | |||||||
| * | Party-in-interest |
**Cost information is not required for participant-directed investments and therefore is not included.
- 14 -
| Identity of issue, borrower, lessor, or similar party |
Description of investment including maturity date, rate of interest, collateral, par, or maturity value |
** | Fair Value | |||||||
| Investments held within the Nordstrom Target Retirement Date Funds1: | ||||||||||
| Aberdeen International Equity Fund |
Mutual Fund | 105,350 | ||||||||
| American Funds EuroPacific Growth Fund |
Mutual Fund | 112,929 | ||||||||
| Dodge & Cox Stock Fund |
Mutual Fund | 91,185 | ||||||||
| Neuberger Berman Genesis Fund/Institutional |
Mutual Fund | 53,626 | ||||||||
| PIMCO Asset Bkd Secs Portfolio |
Mutual Fund | 1,972 | ||||||||
| PIMCO Emerging Mkts Portfolio Instl |
Mutual Fund | 2,865 | ||||||||
| PIMCO High Yield Portfolio Inst |
Mutual Fund | 1,754 | ||||||||
| PIMCO Intl Port |
Mutual Fund | 7,265 | ||||||||
| PIMCO Invt Grade Corp Portfolio Ins |
Mutual Fund | 13,930 | ||||||||
| PIMCO Mtg Portfolio Inst |
Mutual Fund | 28,093 | ||||||||
| PIMCO Municipal Sector Portfolio |
Mutual Fund | 948 | ||||||||
| PIMCO Real Return Bd Port Inst |
Mutual Fund | 12,606 | ||||||||
| PIMCO Short Term Portfolio Inst |
Mutual Fund | 1,824 | ||||||||
| PIMCO U.S. Govt Sect Portfolio Instr |
Mutual Fund | 13,476 | ||||||||
| PIMCO Short Term Fltg NAV - Port II |
Mutual Fund | 2,767 | ||||||||
| Vanguard Institutional Index Fund |
Mutual Fund | 102,460 | ||||||||
| EB Temporary Investment Fund |
Common Collective Trust - due 12/31/2049 – variable | 4,510 | ||||||||
| Putnam Stable Value Fund |
Common Collective Trust | 20,625 | ||||||||
| SSGA TIPS Index |
Common Collective Trust | 24,542 | ||||||||
| FHLMC POOL #G3-0315 |
U.S. Government Securities - due 1/1/2027 – 6.0% | 597 | ||||||||
| FHLMC POOL #G3-0320 |
U.S. Government Securities - due 7/1/2025 – 6.0% | 854 | ||||||||
| FHLMC POOL #H0-1774 |
U.S. Government Securities - due 9/1/2037 – 6.5% | 305 | ||||||||
| FHLMC POOL #G0-2993 |
U.S. Government Securities - due 4/1/2037 – 6.0% | 339 | ||||||||
| FHLMC POOL #G0-6066 |
U.S. Government Securities - due 5/1/2040 – 6.0% | 630 | ||||||||
| FHLMC POOL #C9-0981 |
U.S. Government Securities - due 7/1/2026 – 6.5% | 890 | ||||||||
| FHLMC POOL #C9-1013 |
U.S. Government Securities - due 1/1/2027 – 6.5% | 549 | ||||||||
| FHLMC POOL #1H-2592 |
U.S. Government Securities - due 1/1/2036 – variable | 284 | ||||||||
| FHLMC POOL #H0-9197 |
U.S. Government Securities - due 10/1/2038 – 6.5% | 151 | ||||||||
| FHLMC POOL #H0-9212 |
U.S. Government Securities - due 5/1/2038 – 5.5% | 267 | ||||||||
| FHLMC POOL #78-1274 |
U.S. Government Securities - due 2/1/2034 – variable | 348 | ||||||||
| FNMA POOL #0255779 |
U.S. Government Securities - due 6/1/2025 – 6.0% | 843 | ||||||||
| FNMA POOL #0256653 |
U.S. Government Securities - due 3/1/2027 – 6.5% | 443 | ||||||||
| FNMA POOL #0256851 |
U.S. Government Securities - due 8/1/2037 – 7.0% | 316 | ||||||||
| FNMA POOL #0257007 |
U.S. Government Securities - due 12/1/2027 – 6.0% | 320 | ||||||||
| FNMA POOL #0AL0406 |
U.S. Government Securities - due 6/1/2038 – 6.0% | 240 | ||||||||
| FNMA POOL #0AL0852 |
U.S. Government Securities - due 6/1/2038 – 6.0% | 478 | ||||||||
| FNMA POOL #0AL2689 |
U.S. Government Securities - due 2/1/2027 – 4.0% | 1,008 | ||||||||
| FNMA GTD REMIC P/T 01-79 BA |
U.S. Government Securities - due 3/25/2045 – 7.0% | 85 | ||||||||
| FNMA GTD REMIC P/T 01-T10 A1 |
U.S. Government Securities - due 12/25/2041 – 7.0% | 514 | ||||||||
| FNMA GTD REMIC P/T 04-W2 5A |
U.S. Government Securities - due 3/25/2044 – 7.5% | 1,058 | ||||||||
| 1 | The Plan has twelve Nordstrom Target Retirement Date Funds, including: Nordstrom Target Retirement Date Income Fund, Nordstrom Target Retirement Date 2000 Fund, Nordstrom Target Retirement Date 2005 Fund, Nordstrom Target Retirement Date 2010 Fund, Nordstrom Target Retirement Date 2015 Fund, Nordstrom Target Retirement Date 2020 Fund, Nordstrom Target Retirement Date 2025 Fund, Nordstrom Target Retirement Date 2030 Fund, Nordstrom Target Retirement Date 2035 Fund, Nordstrom Target Retirement Date 2040 Fund, Nordstrom Target Retirement Date 2045 Fund and Nordstrom Target Retirement Date 2050 Fund. |
- 15 -
| Identity of issue, borrower, lessor, or similar party |
Description of investment including maturity date, rate of interest, collateral, par, or maturity value |
** | Fair Value | |||||||
| FNMA GTD REMIC P/T 07-W10 2A | U.S. Government Securities - due 8/25/2047 – variable | 801 | ||||||||
| FNMA POOL #0725457 | U.S. Government Securities - due 4/1/2014 – 4.606% | 681 | ||||||||
| FNMA POOL #0735503 | U.S. Government Securities - due 4/1/2035 – 6.0% | 509 | ||||||||
| FNMA POOL #0735608 | U.S. Government Securities - due 3/1/2035 – variable | 824 | ||||||||
| FNMA POOL #0745329 | U.S. Government Securities - due 7/1/2035 – 6.0% | 736 | ||||||||
| FNMA POOL #0884704 | U.S. Government Securities - due 6/1/2036 – variable | 253 | ||||||||
| FNMA POOL #0888154 | U.S. Government Securities - due 11/1/2036 – variable | 717 | ||||||||
| FNMA POOL #0888367 | U.S. Government Securities - due 3/1/2037 – 7.0% | 2,001 | ||||||||
| FNMA POOL #0888787 | U.S. Government Securities - due 10/1/2037 – 6.5% | 295 | ||||||||
| FNMA POOL #0889095 | U.S. Government Securities - due 1/1/2038 – 6.5% | 494 | ||||||||
| FNMA POOL #0889634 | U.S. Government Securities - due 2/1/2023 – 6.0% | 1,103 | ||||||||
| FNMA POOL #0889984 | U.S. Government Securities - due 10/1/2038 – 6.5% | 982 | ||||||||
| FNMA POOL #0945680 | U.S. Government Securities - due 9/1/2037 – 6.0% | 588 | ||||||||
| FNMA POOL #0995487 | U.S. Government Securities - due 8/1/2037 – 6.0% | 939 | ||||||||
| FNMA POOL #0AB8086 | U.S. Government Securities - due 10/1/2037 – 6.0% | 664 | ||||||||
| FNMA POOL #0AD0130 | U.S. Government Securities - due 8/1/2039 – 6.5% | 243 | ||||||||
| FNMA POOL #0AD0217 | U.S. Government Securities - due 8/1/2037 – 6.0% | 895 | ||||||||
| FNMA POOL #0AD0218 | U.S. Government Securities - due 9/1/2036 – 6.0% | 839 | ||||||||
| FNMA POOL #0AE0288 | U.S. Government Securities - due 10/1/2037 – 6.0% | 214 | ||||||||
| SBA GTD PARTN CTFS 2006-20E 1 | U.S. Government Securities - due 5/1/2026 – 5.87% | 687 | ||||||||
| SBA GTD PARTN CTFS 2007-20B 1 | U.S. Government Securities - due 2/1/2027 – 5.49% | 693 | ||||||||
| SBA GTD PARTN CTFS 2007-20D 1 | U.S. Government Securities - due 4/1/2027 – 5.32% | 389 | ||||||||
| U.S. Treasury Note | U.S. Government Securities - due 10/15/2013 – 0.5% | 2,005 | ||||||||
| U.S. Treasury Note | U.S. Government Securities - due 1/31/2013 – 0.625% | 2,526 | ||||||||
| U.S. Treasury Note | U.S. Government Securities - due 2/28/2013 – 0.625% | 751 | ||||||||
| U.S. Treasury Note | U.S. Government Securities - due 7/31/2013 – 0.375% | 926 | ||||||||
| U.S. Treasury Note | U.S. Government Securities - due 10/31/2013 – 0.25% | 2,502 | ||||||||
| U.S. Treasury Note | U.S. Government Securities - due 1/31/2014 – 0.25% | 2,902 | ||||||||
| Ally Financial, Inc. | Corporate Debt - due 2/11/2014 – 4.5% | 1,183 | ||||||||
| American International Group, Inc. | Corporate Debt - due 8/15/2018 – 8.25% | 920 | ||||||||
| BAC Capital Trust XI | Corporate Debt - due 5/23/2036 – 6.625% | 1,020 | ||||||||
| Bank of America Corp. | Corporate Debt - due 6/1/2019 – 7.625% | 166 | ||||||||
| Bank of America NA | Corporate Debt - due 3/15/2017 – 5.3% | 984 | ||||||||
| Bank One Capital III | Corporate Debt - due 9/1/2030 – 8.75% | 619 | ||||||||
| Boston Properties LP | Corporate Debt - due 2/1/2023 – 3.85% | 289 | ||||||||
| Boston Properties LP | Corporate Debt - due 6/1/2015 – 5.0% | 492 | ||||||||
| Boston Properties LP | Corporate Debt - due 10/15/2019 – 5.875% | 358 | ||||||||
| Boston Scientific Corp. | Corporate Debt - due 6/15/2016 – 6.4% | 718 | ||||||||
| Boston Scientific Corp. | Corporate Debt - due 1/15/2020 – 6.0% | 146 | ||||||||
| Burlington Northern Santa Fe | Corporate Debt - due 1/15/2021 – 8.251% | 865 | ||||||||
| Capital One Financial Corp. | Corporate Debt - due 9/15/2017 – 6.75% | 855 | ||||||||
| Chase Issuance Trust A8 A8 | Corporate Debt - due 10/16/2017 – 0.54% | 869 | ||||||||
| CIGNA Corp. | Corporate Debt - due 5/15/2027 – 7.875% | 213 | ||||||||
| CIGNA Corp. | Corporate Debt - due 11/15/2036 – 6.15% | 396 | ||||||||
| CIGNA Corp. | Corporate Debt - due 5/1/2019 – 8.5% | 263 | ||||||||
| CIGNA Corp. | Corporate Debt - due 6/15/2020 – 5.125% | 86 | ||||||||
| CIGNA Corp. | Corporate Debt - due 2/15/2022 – 4.0% | 164 | ||||||||
| Citigroup, Inc. | Corporate Debt - due 11/21/2017 – 6.125% | 595 | ||||||||
| Citigroup, Inc. | Corporate Debt - due 5/15/2018 – variable | 806 | ||||||||
| Comcast Corp. | Corporate Debt - due 2/15/2018 – 5.875% | 693 | ||||||||
| Comcast Corp. | Corporate Debt - due 5/15/2018 – 5.7% | 150 | ||||||||
- 16 -
| Identity of issue, borrower, lessor, or similar party |
Description of investment including maturity date, rate of interest, collateral, par, or maturity value |
** | Fair Value | |||||||
| Cox Communications, Inc. | Corporate Debt - due 12/1/2016 – 5.875% | 1,051 | ||||||||
| Cox Communications, Inc. 144A | Corporate Debt - due 12/15/2022 – 3.25% | 129 | ||||||||
| CSX Transportation, Inc. | Corporate Debt - due 1/15/2023 – 6.251% | 314 | ||||||||
| Dillard’s, Inc. | Corporate Debt - due 5/15/2027 – 7.75% | 443 | ||||||||
| Dillard’s, Inc. | Corporate Debt - due 1/15/2018 – 6.625% | 271 | ||||||||
| The Dow Chemical Co. | Corporate Debt - due 5/15/2019 – 8.55% | 901 | ||||||||
| The Dow Chemical Co. | Corporate Debt - due 5/15/2039 – 9.4% | 412 | ||||||||
| Enel Finance International 144A | Corporate Debt - due 10/7/2039 – 6.0% | 218 | ||||||||
| Export-Import BK Korea | Corporate Debt - due 1/11/2017 – 4.0% | 488 | ||||||||
| Federal Express Corp. 1998 Pass | Corporate Debt - due 1/15/2022 – 6.72% | 138 | ||||||||
| Ford Motor Credit Co., LLC | Corporate Debt - due 2/1/2021 – 5.75% | 1,554 | ||||||||
| General Electric Capital Corp. | Corporate Debt - due 1/8/2020 – 5.5% | 888 | ||||||||
| General Electric Capital Corp. | Corporate Debt - due 9/16/2020 – 4.375% | 446 | ||||||||
| HCA, Inc. | Corporate Debt - due 2/15/2013 – 6.25% | 578 | ||||||||
| HCA, Inc. | Corporate Debt - due 7/15/2013 – 6.75% | 615 | ||||||||
| HCA, Inc. | Corporate Debt - due 3/15/2014 – 5.75% | 131 | ||||||||
| HCA, Inc. | Corporate Debt - due 2/15/2016 – 6.5% | 517 | ||||||||
| Health Net, Inc. | Corporate Debt - due 6/1/2017 – 6.375% | 425 | ||||||||
| Hewlett-Packard Co. | Corporate Debt - due 12/9/2016 – 3.3% | 433 | ||||||||
| HSBC Holdings PLC | Corporate Debt - due 5/2/2036 – 6.5% | 437 | ||||||||
| HSBC Holdings PLC | Corporate Debt - due 9/15/2037 – 6.5% | 562 | ||||||||
| HSBC Holdings PLC | Corporate Debt - due 4/5/2021 – 5.1% | 177 | ||||||||
| JPMorgan Chase & Co. | Corporate Debt - due 8/15/2021 – 4.35% | 252 | ||||||||
| Kaupthing Bank HF | Corporate Debt - due 5/19/2016 – 7.125% | 12 | ||||||||
| Lafarge S.A. | Corporate Debt - due 7/15/2016 – 6.5% | 615 | ||||||||
| Lafarge S.A. 144A | Corporate Debt - due 7/9/2015 – variable | 459 | ||||||||
| Legg Mason, Inc. 144A | Corporate Debt - due 5/21/2019 – step | 458 | ||||||||
| Liberty Interactive LLC | Corporate Debt - due 2/1/2030 – 8.25% | 57 | ||||||||
| Macy’s Retail Holdings, Inc. | Corporate Debt - due 9/15/2028 – 6.7% | 1,250 | ||||||||
| Macy’s Retail Holdings, Inc. | Corporate Debt - due 7/15/2024 – 6.65% | 310 | ||||||||
| News America, Inc. | Corporate Debt - due 12/15/2035 – 6.4% | 93 | ||||||||
| News America, Inc. | Corporate Debt - due 11/15/2037 – 6.65% | 355 | ||||||||
| Nordstrom, Inc. | Corporate Debt - due 3/15/2028 – 6.95% | 230 | ||||||||
| Petrobras International Finance Company |
Corporate Debt - due 1/27/2021 – 5.375% | 422 | ||||||||
| Provident Cos, Inc. | Corporate Debt - due 3/15/2028 – 7.25% | 353 | ||||||||
| Reed Elsevier Capital, Inc. | Corporate Debt - due 1/15/2019 – 8.625% | 741 | ||||||||
| The Royal Bank of Scotland PLC | Corporate Debt - due 1/11/2021 – 6.125% | 876 | ||||||||
| The Royal Bank of Scotland Group PLC |
Corporate Debt - due 12/15/2022 – 6.125% | 422 | ||||||||
| SLM Corp. | Corporate Debt - due 6/15/2018 – 8.45% | 468 | ||||||||
| SLM Corp. | Corporate Debt - due 1/25/2017 – 6.0% | 433 | ||||||||
| SLM Private Education C A2 144A | Corporate Debt - due 10/15/2046 – 3.31% | 663 | ||||||||
| Sprint Nextel Corp. | Corporate Debt - due 12/1/2016 – 6.0% | 598 | ||||||||
| Telecom Italia Capital S.A. | Corporate Debt - due 6/18/2019 – 7.175% | 377 | ||||||||
| Telecom Italia Capital S.A. | Corporate Debt - due 9/30/2014 – 4.95% | 339 | ||||||||
| Telecom Italia Capital S.A. | Corporate Debt - due 6/4/2018 – 6.999% | 343 | ||||||||
| Time Warner Cable, Inc. | Corporate Debt - due 2/14/2019 – 8.75% | 405 | ||||||||
| Time Warner Cable, Inc. | Corporate Debt - due 4/1/2019 – 8.25% | 765 | ||||||||
| Time Warner Cable, Inc. | Corporate Debt - due 9/1/2021 – 4.0% | 110 | ||||||||
| Time Warner, Inc. | Corporate Debt - due 5/1/2032 – 7.7% | 1,258 | ||||||||
| Turlock Corp. 144A | Corporate Debt - due 11/2/2017 – 1.5% | 75 | ||||||||
- 17 -
| Identity of issue, borrower, lessor, or similar party |
Description of investment including maturity date, rate of interest, collateral, par, or maturity value |
** | Fair Value | |||||||
| Turlock Corp. 144A | Corporate Debt - due 11/2/2022 – 2.75% | 199 | ||||||||
| Union Pacific Railroad Co. 1998 | Corporate Debt - due 2/23/2019 – 6.7% | 88 | ||||||||
| Union Pacific Railroad Co. 2006 | Corporate Debt - due 7/2/2030 – 5.866% | 1,474 | ||||||||
| Vulcan Materials Co. | Corporate Debt - due 12/1/2016 – 6.5% | 221 | ||||||||
| Vulcan Materials Co. | Corporate Debt - due 6/15/2021 – 7.5% | 513 | ||||||||
| Wachovia Bank NA | Corporate Debt - due 11/15/2017 – 6.0% | 420 | ||||||||
| Xerox Corp. | Corporate Debt - due 12/15/2019 – 5.625% | 223 | ||||||||
| Xerox Corp. | Corporate Debt - due 2/1/2017 – 6.75% | 1,076 | ||||||||
| California State | Municipal Debt - due 4/1/2034 – 7.5% | 1,865 | ||||||||
| California State | Municipal Debt - due 10/1/2039 – 7.3% | 1,109 | ||||||||
| Illinois State | Municipal Debt - due 3/1/2017 – 5.365% | 1,431 | ||||||||
| Illinois State | Municipal Debt - due 3/1/2018 – 5.665% | 86 | ||||||||
| Los Angeles Calif Uni Sch Dist | Municipal Debt - due 7/1/2034 – 6.758% | 434 | ||||||||
| New Jersey St Tpk Auth Tpk Rev | Municipal Debt - due 1/1/2041 – 7.102% | 613 | ||||||||
| Citigroup Capital XIII | Preferred Stock - 7.875% | 661 | ||||||||
| 3D Systems Corp. | Common Stock | 412 | ||||||||
| Accenture PLC | Common Stock | 1,523 | ||||||||
| ACI Worldwide, Inc. | Common Stock | 255 | ||||||||
| Affiliated Managers Group, Inc. | Common Stock | 496 | ||||||||
| Airgas, Inc. | Common Stock | 384 | ||||||||
| Akamai Technologies, Inc. | Common Stock | 491 | ||||||||
| Alexion Pharmaceuticals, Inc. | Common Stock | 233 | ||||||||
| Allegiant Travel Co. | Common Stock | 268 | ||||||||
| Allergan, Inc./U.S. | Common Stock | 1,648 | ||||||||
| Allete, Inc. | Common Stock | 106 | ||||||||
| AMC Networks, Inc. | Common Stock | 401 | ||||||||
| American Campus Communities, Inc. | Common Stock | 256 | ||||||||
| American Water Works Co., Inc. | Common Stock | 547 | ||||||||
| A.O. Smith Corp. | Common Stock | 462 | ||||||||
| Apple Computer, Inc. | Common Stock | 6,380 | ||||||||
| Ariad Pharmaceuticals, Inc. | Common Stock | 254 | ||||||||
| Avago Technologies, Ltd. | Common Stock | 507 | ||||||||
| B/E Aerospace, Inc. | Common Stock | 732 | ||||||||
| Banner Corp. | Common Stock | 187 | ||||||||
| Bed Bath & Beyond, Inc. | Common Stock | 1,162 | ||||||||
| Bio-Reference Labs, Inc. | Common Stock | 198 | ||||||||
| Bonanza Creek Energy, Inc. | Common Stock | 242 | ||||||||
| Borgwarner, Inc. | Common Stock | 1,110 | ||||||||
| Cameron International Corp. | Common Stock | 1,130 | ||||||||
| Carpenter Technology Corp. | Common Stock | 698 | ||||||||
| Carrizo Oil & Gas, Inc. | Common Stock | 639 | ||||||||
| Catamaran Corp. | Common Stock | 390 | ||||||||
| Caterpillar, Inc. | Common Stock | 1,273 | ||||||||
| Cavium, Inc. | Common Stock | 358 | ||||||||
| CBRE Group, Inc. | Common Stock | 526 | ||||||||
| CBS Corp. | Common Stock | 1,303 | ||||||||
| Celgene Corp. | Common Stock | 1,049 | ||||||||
| Chicago Bridge & Iron Co. N.V. | Common Stock | 705 | ||||||||
| Church & Dwight Co., Inc. | Common Stock | 321 | ||||||||
| CIT Group, Inc. | Common Stock | 383 | ||||||||
- 18 -
| Identity of issue, borrower, lessor, or similar party |
Description of investment including maturity date, rate of interest, collateral, par, or maturity value |
** | Fair Value | |||||||
| Citrix Systems, Inc. | Common Stock | 442 | ||||||||
| Coach, Inc. | Common Stock | 801 | ||||||||
| Coca-Cola Enterprises, Inc. | Common Stock | 1,034 | ||||||||
| Commvault Systems, Inc. | Common Stock | 247 | ||||||||
| The Cooper Cos., Inc. | Common Stock | 503 | ||||||||
| Cubesmart | Common Stock | 163 | ||||||||
| Cubist Pharmaceuticals, Inc. | Common Stock | 390 | ||||||||
| Danaher Corp. | Common Stock | 1,175 | ||||||||
| Davita Healthcare Partners, Inc. | Common Stock | 1,198 | ||||||||
| Delek US Holdings, Inc. | Common Stock | 267 | ||||||||
| Dick’s Sporting Goods, Inc. | Common Stock | 354 | ||||||||
| Dillard’s, Inc. | Common Stock | 351 | ||||||||
| Dollar Tree, Inc. | Common Stock | 1,159 | ||||||||
| DSW, Inc. | Common Stock | 336 | ||||||||
| Dunkin’ Brands Group, Inc. | Common Stock | 322 | ||||||||
| Eaton Corp. PLC | Common Stock | 1,293 | ||||||||
| Edwards Lifesciences Corp. | Common Stock | 1,518 | ||||||||
| Elizabeth Arden, Inc. | Common Stock | 242 | ||||||||
| EMC Corp./Massachusetts | Common Stock | 1,647 | ||||||||
| Energy XXI (Bermuda), Ltd. | Common Stock | 816 | ||||||||
| Ensco PLC | Common Stock | 229 | ||||||||
| The Estee Lauder Cos., Inc | Common Stock | 1,305 | ||||||||
| Esterline Technologies Corp. | Common Stock | 211 | ||||||||
| Euronet Worldwide, Inc. | Common Stock | 405 | ||||||||
| Evercore Partners, Inc. | Common Stock | 421 | ||||||||
| Express Scripts Holding Co. | Common Stock | 988 | ||||||||
| Exxon Mobil Corp. | Common Stock | 1,156 | ||||||||
| F5 Networks, Inc. | Common Stock | 1,598 | ||||||||
| Fabrinet | Common Stock | 204 | ||||||||
| Facebook, Inc. | Common Stock | 1,652 | ||||||||
| First Republic Bank/California | Common Stock | 122 | ||||||||
| Fleetcor Technologies, Inc. | Common Stock | 618 | ||||||||
| Flowers Foods, Inc. | Common Stock | 247 | ||||||||
| Fluor Corp. | Common Stock | 418 | ||||||||
| Foot Locker, Inc. | Common Stock | 398 | ||||||||
| Fortinet, Inc. | Common Stock | 461 | ||||||||
| Fortune Brands Home & Security | Common Stock | 690 | ||||||||
| Franklin Resources, Inc. | Common Stock | 1,138 | ||||||||
| The Fresh Market, Inc. | Common Stock | 317 | ||||||||
| Fusion-Io, Inc. | Common Stock | 281 | ||||||||
| Genesee & Wyoming, Inc. | Common Stock | 418 | ||||||||
| Glacier Bancorp, Inc. | Common Stock | 72 | ||||||||
| GNC Holdings, Inc. | Common Stock | 466 | ||||||||
| Google, Inc. | Common Stock | 3,178 | ||||||||
| Greenhill & Co., Inc. | Common Stock | 323 | ||||||||
| Group 1 Automotive, Inc. | Common Stock | 289 | ||||||||
| HCA Holdings, Inc. | Common Stock | 1,057 | ||||||||
| Healthcare Services Group, Inc. | Common Stock | 250 | ||||||||
| Herbalife, Ltd. | Common Stock | 165 | ||||||||
| The Hershey Co. | Common Stock | 1,419 | ||||||||
- 19 -
| Identity of issue, borrower, lessor, or similar party |
Description of investment including maturity date, rate of interest, collateral, par, or maturity value |
** | Fair Value | |||||||
| Hittite Microwave Corp. | Common Stock | 154 | ||||||||
| Hologic, Inc. | Common Stock | 606 | ||||||||
| Home Bancshares, Inc. | Common Stock | 267 | ||||||||
| Ixia | Common Stock | 277 | ||||||||
| Illumina, Inc. | Common Stock | 700 | ||||||||
| Incyte Corp., Ltd. | Common Stock | 220 | ||||||||
| Intel Corp. | Common Stock | 1,254 | ||||||||
| Invesco, Ltd. | Common Stock | 678 | ||||||||
| IPG Photonics Corp. | Common Stock | 156 | ||||||||
| ITC Holdings Corp. | Common Stock | 247 | ||||||||
| Jazz Pharmaceuticals PLC | Common Stock | 303 | ||||||||
| Jones Lang Lasalle, Inc. | Common Stock | 855 | ||||||||
| JPMorgan Chase & Co. | Common Stock | 1,256 | ||||||||
| LaSalle Hotel Properties | Common Stock | 607 | ||||||||
| La-Z-Boy, Inc. | Common Stock | 225 | ||||||||
| LKQ Corp. | Common Stock | 504 | ||||||||
| LSI Corp. | Common Stock | 675 | ||||||||
| LyondellBasell Industries N.V. | Common Stock | 1,206 | ||||||||
| Macy’s, Inc. | Common Stock | 517 | ||||||||
| McDonald’s Corp. | Common Stock | 1,280 | ||||||||
| Mead Johnson Nutrition Co. | Common Stock | 1,140 | ||||||||
| Merck & Co., Inc. | Common Stock | 1,350 | ||||||||
| Michael Kors Holdings, Ltd. | Common Stock | 341 | ||||||||
| Microchip Technology, Inc. | Common Stock | 959 | ||||||||
| Micros Systems, Inc. | Common Stock | 342 | ||||||||
| Microsoft Corp. | Common Stock | 2,815 | ||||||||
| Middleby Corp. | Common Stock | 149 | ||||||||
| Mohawk Industries, Inc. | Common Stock | 39 | ||||||||
| Monsanto Co. | Common Stock | 1,723 | ||||||||
| Monster Beverage Corp. | Common Stock | 1,145 | ||||||||
| National Oilwell Varco, Inc. | Common Stock | 1,289 | ||||||||
| Nice Systems, Ltd. | Common Stock | 291 | ||||||||
| Nike, Inc. | Common Stock | 1,170 | ||||||||
| NiSource, Inc. | Common Stock | 409 | ||||||||
| Nu Skin Enterprises, Inc. | Common Stock | 373 | ||||||||
| Oceaneering International, Inc. | Common Stock | 278 | ||||||||
| Ocwen Financial Corp. | Common Stock | 539 | ||||||||
| Oracle Corp. | Common Stock | 1,492 | ||||||||
| Orthofix International N.V. | Common Stock | 305 | ||||||||
| PDC Energy, Inc. | Common Stock | 417 | ||||||||
| PerkinElmer, Inc. | Common Stock | 153 | ||||||||
| Perrigo Co. | Common Stock | 446 | ||||||||
| Pfizer, Inc. | Common Stock | 2,408 | ||||||||
| Pinnacle Financial Partners | Common Stock | 255 | ||||||||
| Pioneer Natural Resources Co. | Common Stock | 866 | ||||||||
| Potlatch Corp. | Common Stock | 431 | ||||||||
| PPG Industries, Inc. | Common Stock | 904 | ||||||||
| Precision Castparts Corp. | Common Stock | 1,264 | ||||||||
| Prestige Brands Holdings, Inc. | Common Stock | 144 | ||||||||
| Priceline.com, Inc. | Common Stock | 1,121 | ||||||||
- 20 -
| Identity of issue, borrower, lessor, or similar party |
Description of investment including maturity date, rate of interest, collateral, par, or maturity value |
** | Fair Value | |||||||
| PulteGroup, Inc. |
Common Stock | 382 | ||||||||
| Quanta Services, Inc. |
Common Stock | 432 | ||||||||
| Raymond James Financial, Inc. |
Common Stock | 732 | ||||||||
| Red Hat, Inc. |
Common Stock | 323 | ||||||||
| Riverbed Technology, Inc. |
Common Stock | 333 | ||||||||
| Rockwell Automation, Inc. |
Common Stock | 1,954 | ||||||||
| Safeway, Inc. |
Common Stock | 545 | ||||||||
| Salesforce.com, Inc. |
Common Stock | 1,520 | ||||||||
| Salix Pharmaceuticals, Ltd. |
Common Stock | 262 | ||||||||
| SBA Communications Corp. |
Common Stock | 668 | ||||||||
| Schlumberger, Ltd. |
Common Stock | 1,231 | ||||||||
| Seattle Genetics, Inc. |
Common Stock | 293 | ||||||||
| Select Comfort Corp. |
Common Stock | 782 | ||||||||
| Sensient Technologies Corp. |
Common Stock | 225 | ||||||||
| Signature Bank/New York, NY |
Common Stock | 153 | ||||||||
| Signet Jewelers, Ltd. |
Common Stock | 346 | ||||||||
| Sirona Dental Systems, Inc. |
Common Stock | 399 | ||||||||
| SodaStream International, Ltd. |
Common Stock | 548 | ||||||||
| Starbucks Corp. |
Common Stock | 1,105 | ||||||||
| Stericycle, Inc. |
Common Stock | 522 | ||||||||
| Strategic Hotels & Resorts, Inc. |
Common Stock | 220 | ||||||||
| Texas Capital Bancshares, Inc. |
Common Stock | 767 | ||||||||
| Texas Instruments, Inc. |
Common Stock | 1,226 | ||||||||
| Time Warner, Inc. |
Common Stock | 1,626 | ||||||||
| Titan International, Inc. |
Common Stock | 663 | ||||||||
| Tractor Supply Co. |
Common Stock | 1,389 | ||||||||
| Trimble Navigation, Ltd. |
Common Stock | 752 | ||||||||
| TripAdvisor, Inc. |
Common Stock | 355 | ||||||||
| Triumph Group, Inc. |
Common Stock | 807 | ||||||||
| Tupperware Brands Corp. |
Common Stock | 279 | ||||||||
| UMB Financial Corp. |
Common Stock | 372 | ||||||||
| Under Armour, Inc. |
Common Stock | 433 | ||||||||
| Union Pacific Corp. |
Common Stock | 1,745 | ||||||||
| United Rentals, Inc. |
Common Stock | 1,285 | ||||||||
| United Technologies Corp. |
Common Stock | 1,774 | ||||||||
| UnitedHealth Group, Inc. |
Common Stock | 834 | ||||||||
| US Bancorp |
Common Stock | 1,122 | ||||||||
| Valmont Industries, Inc. |
Common Stock | 508 | ||||||||
| Valspar Corp. |
Common Stock | 572 | ||||||||
| Vantiv, Inc. |
Common Stock | 309 | ||||||||
| Visa, Inc. |
Common Stock | 2,153 | ||||||||
| Wabtec Corp./Delaware |
Common Stock | 457 | ||||||||
| Watson Pharmaceuticals, Inc. |
Common Stock | 491 | ||||||||
| Wells Fargo & Co. |
Common Stock | 1,427 | ||||||||
| Whitewave Foods Co. |
Common Stock | 250 | ||||||||
- 21 -
Exhibit 99.12
AMENDMENT 2012-1A
NORDSTROM 401(k) PLAN & PROFIT SHARING
(2008 Restatement)
The Nordstrom 401(k) Plan & Profit Sharing (the “Plan”) is hereby amended pursuant to Plan Section 13.1-3 to clarify that eligibility to make Elective Deferral Contributions or designated Roth contributions terminates on the Employee’s Severance from Employment Date.
1. Section 5.2 Elective Deferral Contributions is amended by replacing Section 5.2-4 Changes to Deferral Election with the following:
“5.2-4 Changes to Deferral Election. During employment, a Participant may modify, suspend or resume Elective Deferral Contributions by any telephonic, electronic or written means established by the Administrator. Any such change shall be effective as of the first day of the next payroll cycle following processing of the change notification received by the Administrator; provided, however, that if the Administrator is not able to administratively process the change by such payroll date, the change shall be effective as soon as the administrative processing is complete. Exclusively with respect to the portion of Compensation related to bonuses under Section 2.6-3(c), a Participant’s Elective Deferral Contributions election will be automatically revoked on the Participant’s Severance from Employment Date. Accordingly, the Participant’s Elective Deferral Contributions election will be applied to the portion of Participant’s Compensation attributable to bonuses paid on or before the Severance from Employment Date, but a Participant is not eligible to make Elective Deferral Contributions from the portion of Participant’s Compensation attributable to bonuses paid after the Severance from Employment Date. The terminated Participant’s Elective Deferral Contributions election will apply to Compensation other than bonuses as provided under Section 2.6-3(b). A rehired Participant must reinitiate a new Elective Deferral Contribution election in the manner specified by the Administrator.”
IN WITNESS WHEREOF, pursuant to proper authority, this Amendment 2012-1A has been executed on behalf of the Company this day of January, 2013.
| NORDSTROM, INC. |
||||||
| By: |
|
|||||
| Title: | Delena Sunday | |||||
| Executive Vice President | ||||||
| Human Resources and Diversity Affairs |
Exhibit 99.13
AMENDMENT 2012-2
NORDSTROM 401(k) PLAN & PROFIT SHARING
(2008 Restatement)
The Nordstrom 401(k) Plan & Profit Sharing (the “Plan”) is hereby amended by the Nordstrom Board of Directors (“Board”) pursuant to Plan Section 13.1-2 to require the offering of a Nordstrom Company Stock Fund as an investment option under the Plan. The Board views this Amendment as a clarification and ratification of existing policy, rather than a change in policy with regard to the Nordstrom Company Stock Fund.
| 1. | Section 13.1-5 Retirement Committee is replaced with the following to state that a Nordstrom Company Stock Fund shall be offered as an investment option under the Plan: |
“13.1-5 Retirement Committee. Subject to the liability limitation under (g), the Retirement Committee established by the Board shall have the powers and duties set forth in the following (a)-(f):
(a) Asset Fiduciaries. To make sure that Plan assets are held, safeguarded, invested and distributed by persons or entities that agree to act as the designated ‘fiduciary’ within the meaning of § 3(21) and other fiduciary provisions of ERISA for purposes of the applicable custodial, trusteeship, investment management or other Plan asset functions.
(b) Investment Funds. To designate investment funds for the investment of Participants’ accounts (the “Funds”), as determined appropriate by the Retirement Committee in consultation with qualified advisors, provided that the Funds shall at all times include the Nordstrom Common Stock Fund. The Nordstrom Common Stock Fund shall be invested primarily in the Company’s common stock. The Nordstrom Common Stock Fund may also be invested in such cash or cash equivalent investments and other types of investments, as the Retirement Committee determines is appropriate to provide liquidity for cash benefit payments and transfers, the payments of administrative expenses, and other expected cash requirements. The Retirement Committee in its discretion may increase or decrease the number of Funds, and may direct the Trustee to add or terminate specific Funds or modify existing Funds, other than the Nordstrom Common Stock Fund. Different Funds may be made available to different groups of Participants, determined on an Employer–by–Employer basis, in the discretion of the Retirement Committee.
(c) Investment Policy. To establish the investment policy and guidelines for investment of Plan assets.
(d) Monitor Plan Asset Fiduciaries. To establish the policies and procedures for periodic reporting by and review of performance by asset fiduciaries, and to implement any changes which such Committee, in its discretion, deems appropriate regarding such policies, procedures or fiduciaries.
(e) Monitor Plan Administration. To establish the policies and procedures for periodic reporting by and review of performance by the Administrator and service providers involved in Plan administration, and to implement any changes which such Committee, in its discretion, deems appropriate regarding Plan administration.
(f) Claims Review. To review and decide, as a committee or by its authorized subcommittee, all appeals of denied claims under Article XVI.
(g) Liability Limitation. The Retirement Committee has no administrative or asset responsibility or control beyond the limited oversight functions set forth above, and, subject only to applicable law, no member of such committee shall be liable for errors, omissions or breaches by any fiduciary or service provider having the actual power and authority to act.”
IN WITNESS WHEREOF, pursuant to proper authority, this Amendment 2012-2 has been executed on behalf of the Company this day of , 2012.
| NORDSTROM, INC. | ||||
| By: |
| |||
| Title: | Executive Vice President | |||
| Human Resources and Diversity Affairs | ||||