Document


        
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, 2019
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

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 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 3.

2

        

        
Nordstrom 401(k) Plan

Exhibit Index
Exhibit
   Method of Filing
23.1Filed herewith electronically
99.1Filed herewith electronically
99.2Incorporated by reference from the Registrant’s Form S-8 filed on June 10, 2020, Exhibit 4.1
3

        

        
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/ Anne L. Bramman
Anne L. Bramman
Chief Financial Officer
Nordstrom, Inc.
Date:July 24, 2020

4
Document
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement No. 333-239083 on Form S-8 of Nordstrom, Inc., of our report dated July 24, 2020, relating to the statements of net assets available for benefits of the Nordstrom 401(k) Plan as of December 31, 2019 and 2018, the related statement of changes in net assets available for benefits for the year ended December 31, 2019, and the related supplementary information as of December 31, 2019, appearing in this Annual Report on Form 11-K of the Nordstrom 401(k) Plan for the year ended December 31, 2019.

/s/ Moss Adams LLP
Seattle, Washington
July 24, 2020

Document
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, 2019 and 2018
and for the Year Ended December 31, 2019,
with Supplementary Information


Table of Contents
NORDSTROM 401(k) PLAN
PLAN YEAR ENDED DECEMBER 31, 2019
TABLE OF CONTENTS
  Page
FINANCIAL STATEMENTS
Notes to Financial Statements
SUPPLEMENTARY 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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DEFINITIONS
TermDefinition
BNY MellonBank of New York Mellon
BoardNordstrom, Inc.’s Board of Directors
CompanyNordstrom, Inc. and its participating subsidiaries
CCTCommon/collective trust
DOLDepartment of Labor
ERISAEmployee Retirement Income Security Act of 1974
GAAPGenerally accepted accounting principles
IRAIndividual Retirement Account
IRCInternal Revenue Code
IRSInternal Revenue Service
NAVNet asset value
PlanNordstrom 401(k) Plan
Plan AdministratorNordstrom Retirement Committee
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Table of Contents
Report of Independent Registered Public Accounting Firm

To the Retirement Committee, Plan Administrator and Participants of
Nordstrom 401(k) Plan

Opinion on the Financial Statements

We have audited the accompanying statements of net assets available for benefits of the Nordstrom 401(k) Plan (the “Plan”) as of December 31, 2019 and 2018, the related statement of changes in net assets available for benefits for the year ended December 31, 2019, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2019 and 2018, and the changes in net assets available for benefits for the year ended December 31, 2019, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting 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.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Opinion on the Supplementary Information

The supplementary information included in Schedule H, line 4(i) – schedule of assets (held at end of year) as of December 31, 2019, has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplementary information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplementary 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 supplementary information. In forming our opinion on the supplementary information in the accompanying schedule, we evaluated whether the supplementary information, including its form and content, is presented in conformity with DOL’s Rules and Regulations for Reporting and Disclosure under ERISA. In our opinion, the supplementary information in the accompanying schedule is fairly stated, in all material respects, in relation to the financial statements as a whole.

/s/ Moss Adams LLP
Seattle, Washington
July 24, 2020

We have served as the Plan’s auditor since 2016.
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Table of Contents
NORDSTROM 401(k) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
(Amounts in thousands)
December 31,
20192018
Assets
Participant-directed investments at fair value (see Note 3: Fair Value Measurements)$3,513,264  $2,955,132  
Company contributions receivable84,512  98,294  
Notes receivable from participants97,287  95,368  
Accrued income and broker receivable26,661  3,183  
Total assets3,721,724  3,151,977  
Liabilities
Administrative expenses and other payables1,735  971  
Excess contributions payable to participants2,988  2,074  
Due to broker for securities purchased14,128  673  
Total liabilities18,851  3,718  
Net assets available for benefits$3,702,873  $3,148,259  
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 endedDecember 31, 2019
Additions
Contributions
Company contributions$84,512  
Employee contributions143,438  
Total contributions227,950  
Investment income
Net appreciation in fair value of investments568,693  
Interest and dividends48,785  
Total investment income617,478  
Total additions845,428  
Deductions
Benefit payments to participants280,822  
Administrative expenses and other9,992  
Total deductions290,814  
Net increase in net assets554,614  
Net assets available for benefits at beginning of year3,148,259  
Net assets available for benefits at end of year$3,702,873  
The accompanying Notes to Financial Statements are an integral part of these financial statements.
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NORDSTROM 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
(Dollar and share amounts in thousands)
NOTE 1: DESCRIPTION OF THE PLAN
The Nordstrom 401(k) Plan, as amended, was originally established on January 1, 1953 and is a defined contribution plan. 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 employees of 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 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 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 salary deferral or to change their salary deferral percentage at any time in accordance with the Plan.
For the Plan years ended December 31, 2019 and 2018, 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 31. References to 2019 and 2018 relate to the Plan years ended December 31, 2019 and December 31, 2018.
Trustees and Administrator of the Plan
BNY Mellon is the asset trustee of the Plan and Alight Solutions provides recordkeeping services for the Plan.
The Plan is administered by the Company in conjunction with the Plan Administrator, a committee appointed by the Board.
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, after-tax basis (a Roth) 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, after-tax basis (a Roth) or a combination of both, beginning in the year they turn age 50. For all employees, the IRS limited participant contributions to a maximum of $19 in 2019 and $18.5 in 2018. For those age 50 and over, the IRS limited participant contributions to a maximum of $25 in 2019 and $24.5 in 2018.
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. 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. In March 2020, related to 2019, participants received 4% Company matching contributions of $70,414 and profit-based matching contributions of $15,459, which were made at the Board-approved amount of 22 cents per dollar on the first 4% of eligible compensation contributed.
Participant Rollover Contributions— Participants eligible for a withdrawal from another eligible retirement plan or traditional 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 can direct the investment of their accounts (including employee and Company contributions) among various funds, debt securities and Company common stock. The funds as of December 31, 2019 and 2018 include a variety of mutual funds, CCT funds, separately managed funds, and custom target retirement date funds. The available funds are regularly reviewed by the Plan Administrator and are subject to change at any time.
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NORDSTROM 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
(Dollar and share amounts in thousands)
Participation in Investment Activity
Individual accounts are credited daily with a pro-rata share of investment income or loss experienced by the respective funds into which their account balances have been directed. This income or loss is included in net appreciation or 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 ServiceVesting Percentage
Less than one0%
One33%
Two67%
Three or more100%
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, 2019 and 2018, forfeited unvested accounts were $1,363 and $1,418. 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 2020 and March 2019, the Plan used forfeitures of $1,361 and $1,262 to offset the 2019 and 2018 Company matching contributions.
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 (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 account.
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, from this Plan or any other qualified Plan of the employer or a related employer, 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, 2019 range from 4.25% to 10.5% with various maturities through January 2040. 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 by the required due date, the loan balances will be deemed distributed and become taxable income to the participant.
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The accompanying financial statements have been prepared in accordance with GAAP.
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NORDSTROM 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
(Dollar and share amounts in thousands)
Use of Estimates
The preparation of financial statements in conformity with GAAP in the U.S. 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 during the reporting period. Uncertainties regarding such estimates and assumptions are inherent in the preparation of financial statements and actual results may differ from these 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.
Investment Valuation and Income Recognition
The Plan’s investments are held by the trustee 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 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 and debt securities.
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, 2019 and 2018 were $261 and $667.
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 Event
In March 2020, the World Health Organization declared COVID-19 a global pandemic, and governmental authorities around the world have implemented measures to reduce the spread of COVID-19 including restrictions on business operations, public gatherings and travel, as well as stay-at-home orders, social distancing, and quarantines. COVID-19 is having a significant effect on overall economic conditions in nearly all regions around the world and has caused volatility in financial markets, which may continue to affect the market price of the Company’s Common Stock and other Plan assets. While this is expected to be temporary, the current circumstances are dynamic and the impacts of COVID-19 cannot be reasonably estimated at this time.

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NORDSTROM 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
(Dollar and share amounts in thousands)
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, 2019 and 2018. There have been no changes in the methodologies used at December 31, 2019 and 2018.
December 31, 2019
Level 1Level 2Total
Fair value hierarchy:
Common stock$1,039,179  $—$1,039,179  
Debt securities46,708  142,990  189,698  
Mutual funds1,277,946  1,277,946  
Brokerage securities26,213  5,285  31,498  
Other1
(3,751) (3,751) 
Total assets in fair value hierarchy$2,386,295  $148,275  $2,534,570  
Investments measured at NAV practical expedient978,694  
Total participant-directed investments at fair value$3,513,264  
1 Other primarily includes pending receivable transactions for dividends and interest.
December 31, 2018
Level 1Level 2Total
Fair value hierarchy:
Common stock$942,414  $—$942,414  
Debt securities11,691  141,073  152,764  
Mutual funds1,005,811  1,005,811  
Brokerage securities22,463  2,660  25,123  
Other4,188  4,188  
Total assets in fair value hierarchy$1,986,567  $143,733  $2,130,300  
Investments measured at NAV practical expedient824,832  
Total participant-directed investments at fair value$2,955,132  
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, 2019 and 2018. During 2019, there were no transfers in or out of Levels 1, 2 or 3.


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NORDSTROM 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
(Dollar and share amounts in thousands)
NOTE 4: PARTY-IN-INTEREST TRANSACTIONS
As of December 31, 2019 and 2018, Plan investments included units held in a collective trust managed by BNY Mellon, BNY Mellon common stock and interest-bearing cash managed by BNY Mellon. Transactions with this entity qualify as exempt party-in-interest transactions. Fees paid by the Plan to BNY Mellon were $899 for 2019 and fees payable to BNY Mellon were $166 as of December 31, 2019. Fees paid by the Plan to Alight Solutions were $2,378 for 2019.
As the Plan sponsor, the Company is a party-in-interest with respect to the Plan. As of December 31, 2019 and 2018, the Plan held 3,596 and 3,732 shares of Nordstrom common stock, with a cost basis of $159,830 and $170,479. The Plan recorded dividend income from Nordstrom common stock of $5,465 during 2019.
NOTE 5: FEDERAL INCOME TAX STATUS
The Plan as amended and restated as of January 1, 2019 is an individually designed plan. While the restated Plan document does not have a determination letter from the IRS, 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, 2019 and 2018, 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.
NOTE 6: PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. Under the Plan, the Company may also temporarily suspend contributions, which does not constitute or require 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 trustee 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 2019 and 2018, the Plan failed certain non-discrimination tests under the IRC due to lower deferral percentages by non-highly compensated eligible employees relative to the deferral 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 2019, paid in March 2020, totaled $2,988 and included approximately $492 of investment earnings. The net refund for 2018, paid in March 2019, totaled $2,074 and included approximately $126 of investment loss.
NOTE 8: RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
As of December 31, 2019, the Plan had pending investment purchases and sales of $9,983 and $22,795 that settled subsequent to year end. These transactions were classified in due to broker for securities purchased and accrued income and broker receivable on the Statement of Net Assets Available for Benefits, and are not included in Schedule H, Line 4(i) - Schedule of Assets. Net Assets available for benefits per the financial statements reflects and is equal to net assets available for benefits in the Form 5500.
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NORDSTROM 401(k) PLAN
SCHEDULE H, LINE 4(i) — SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2019
EIN: 91-0515058
Plan #: 001
(Dollars in thousands)
(a)(b) Identity of issue, 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
*EB Temporary Investment FundCCT - due 12/31/2049 - 1.147%**23,976
Schroder International Multi-Cap Equity Trust - Class 2CCT**224,556
Putnam Stable Value FundCCT**287,687
Loomis Core Plus Fixed Income FundCCT**379,769
SSGA TIPS IndexCCT**62,707
Abbvie, Inc. Common stock**4,216
Abiomed, Inc. Common stock**2,512
Advance Auto Parts, Inc. Common stock**2,710
Advanced Micro Devices, Inc. Common stock**3,779
Aegon N.V.Common stock**1,713
Alphabet, Inc. Class ACommon stock**7,581
Alphabet, Inc. Class CCommon stock**12,568
Altice USA, Inc. Common stock**3,587
Amazon.com, Inc.Common stock**17,767
Amedisys, Inc.Common stock**3,739
American Express Co.Common stock**5,428
American Tower Corp.Common stock**6,520
AMETEK, Inc.Common stock**4,235
Anaplan, Inc. Common stock**2,024
Apache Corp.Common stock**4,258
Apple, Inc.Common stock**16,037
Ares Management Corp.Common stock**2,212
Aspen Technology, Inc.Common stock**4,483
AstraZeneca PLCCommon stock**6,377
Avalara, Inc. Common stock**3,265
Avery Dennison Corp.Common stock**967
Axalta Coating Systems Ltd.Common stock**2,268
Baker Hughes Co.Common stock**6,305
Bank of America Corp.Common stock**12,116
Baxter International, Inc.Common stock**4,765
Berry Global Group, Inc. Common stock**1,106
Alnylam Pharmaceuticals, Inc. Common stock**1,866
Biomarin Pharmaceutical Common stock**1,251
BJ's Wholesale Club Holdings I Common stock**4,447
Booking Holdings, Inc.Common stock**7,085
Booz Allen Hamilton Holding Co.Common stock**4,032
Boston Scientific Corp.Common stock**5,236
Brighthouse Financial, Inc.Common stock**1,350
Bristol-Myers Squibb Co.Common stock**10,206
Broadcom, Inc. Common stock**5,249
Burlington Stores, Inc.Common stock**10,913
BWX Technologies, Inc.Common stock**9,081
Cable One, Inc.Common stock**3,912
* Party-in-interest
** Cost information is not required for participant-directed investments and therefore is not included.
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(a)(b) Identity of issue, 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
Capital One Financial Corp.Common stock**13,255
CBOE Global Markets, Inc.Common stock**2,783
CDW Corp.Common stock**3,072
Celanese Corp.Common stock**3,607
Charter Communications, Inc.Common stock**12,273
Church & Dwight Co., Inc.Common stock**1,832
Cigna Corp.Common stock**10,913
Cisco Systems, Inc.Common stock**3,189
Cognizant Technology SolutionsCommon stock**3,566
Comcast Corp.Common stock**17,116
Concho Resources, Inc.Common stock**3,056
Constellation Brands, Inc. Common stock**3,309
Copart, Inc.Common stock**2,766
Crown Holdings, Inc.Common stock**6,453
CSX Corp.Common stock**5,167
CVS Health Corp.Common stock**4,532
Dell Technologies, Inc.Common stock**3,618
Delta Air Lines, Inc.Common stock**2,535
Dexcom, Inc.Common stock**3,600
Dish Network Corp.Common stock**3,246
Domino's Pizza, Inc.Common stock**2,651
Eli Lilly & CompanyCommon stock**7,323
Encompass Health Corp.Common stock**6,871
Encore Capital Group, Inc.Common stock**2,286
Entegris, Inc. Common stock**1,375
Etsy, Inc. Common stock**2,096
Euronet Worldwide, Inc.Common stock**6,780
Facebook, Inc.Common stock**15,087
Fedex Corp.Common stock**11,991
Fidelity National Information Services, Inc. Common stock**4,220
FirstCash, Inc. Common stock**3,446
FirstService Corp.Common stock**2,677
Fiserv, Inc.Common stock**6,429
Fox Corp.Common stock**4,484
Generac Holdings, Inc. Common stock**2,164
Gilead Sciences, Inc.Common stock**3,879
Glaukos Corp.Common stock**2,329
GlaxoSmithKline PLCCommon stock**7,457
GoDaddy, Inc.Common stock**7,383
Grand Canyon Education, Inc.Common stock**5,920
Guidewire Software, Inc.Common stock**2,832
Halliburton Co.Common stock**3,878
Halozyme Therapeutics Inc.Common stock**2,489
Harley-Davidson, Inc.Common stock**1,123
Healthcare Services Group, Inc.Common stock**2,941
HEICO Corp. Common stock**3,049
Hess Corp.Common stock**3,247
Hewlett Packard Enterprise Co.Common stock**6,281
Hilton Worldwide Holdings, Inc.Common stock**4,419
Horizon Therapeutics PLCCommon stock**6,437
HP, Inc.Common stock**7,823
Humana, Inc. Common stock**6,055
Incyte Corp.Common stock**961
13 of 20



(a)(b) Identity of issue, 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
Ingersoll-Rand PLCCommon stock**3,828
Inspire Medical Systems, Inc. Common stock**1,791
Insulet Corp.Common stock**6,470
Intercontintental Exchange, Inc. Common stock**2,851
Intuit, Inc.Common stock**7,945
iRhythm Technologies, Inc. Common stock**2,083
J2 Global, Inc.Common stock**4,106
Johnson Controls International PLCCommon stock**8,468
Jones Lang LaSalle, Inc.Common stock**3,534
JPMorgan Chase & Co.Common stock**6,092
Juniper Networks, Inc.Common stock**3,695
L3Harris Technologies, Inc.Common stock**3,007
Lam Research Corp.Common stock**5,492
Lamb Weston Holdings, Inc.Common stock**6,531
Ligand Pharmaceuticals, Inc.Common stock**3,067
Live Nation Entertainment, Inc.Common stock**5,892
LyondellBasell Industries NVCommon stock**542
Martin Marietta Materials, Inc.Common stock**7,200
Mattel, Inc.Common stock**1,608
Maxim Integrated Products, Inc.Common stock**1,599
Medtronic PLCCommon stock**1,645
Merck & Co., Inc.Common stock**8,067
MetLife, Inc.Common stock**7,977
Micro Focus International PLCCommon stock**1,643
Microchip Technology, Inc.Common stock**7,802
Microsoft Corp.Common stock**29,153
Molson Coors Beverage Co.Common stock**3,175
Mondelez International, Inc. Common stock**2,791
Motorola Solutions, Inc.Common stock**4,507
National Instruments Corp.Common stock**2,347
National Oilwell Varco, Inc.Common stock**2,029
News Corp.Common stock**604
Nice Ltd.Common stock**4,720
*Nordstrom, Inc.Common stock**147,195
Novanta, Inc.Common stock**2,012
Novartis AGCommon stock**8,105
NXP Semiconductors NV Common stock**4,373
Occidental Petroleum Corp.Common stock**11,419
Ollie's Bargain Outlet Holding Common stock**2,643
O'Reilly Automotive, Inc.Common stock**6,487
Parsley Energy, Inc.Common stock**1,532
Penumbra, Inc.Common stock**4,604
Perspecta, Inc. Common stock**2,031
Philip Morris International IN Common stock**4,926
Planet Fitness, Inc. Common stock**2,779
Portola Pharmaceuticals, Inc.Common stock**3,575
Proofpoint, Inc. Common stock**2,753
Pure Storage, Inc.Common stock**5,207
Qualys, Inc.Common stock**607
Qurate Retail, Inc.Common stock**1,656
Ritchie Bros Auctioneers, Inc.Common stock**3,189
Roche Holding AGCommon stock**8,266
Rogers Corp.Common stock**2,220
14 of 20



(a)(b) Identity of issue, 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
Roper Technologies, Inc. Common stock**2,688
Ross Stores, Inc. Common stock**2,911
S&P Global, Inc.Common stock**2,963
Sabre Corp.Common stock**4,327
Salesforce.com, Inc. Common stock**6,320
SanofiCommon stock**10,196
Schlumberger Ltd.Common stock**4,965
Signature Bank/New York NYCommon stock**2,662
SiteOne Landscape Supply, Inc.Common stock**2,702
Sprint Corp.Common stock**1,555
State Street Corp.Common stock**443
Steris PLC Common stock**3,946
Synopsys, Inc.Common stock**3,278
TE Connectivity Ltd.Common stock**6,421
Teledyne Technologies, Inc.Common stock**6,674
Teleflex, Inc.Common stock**5,493
*The Bank Of New York Mellon Corp.Common stock**7,449
The Boeing Co. Common stock**5,248
The Brink's Co.Common stock**3,906
The Charles Schwab Corp.Common stock**14,772
The Gap, Inc.Common stock**1,733
The Goldman Sachs Group, Inc.Common stock**8,209
The Progressive Corp.Common stock**2,388
TransUnionCommon stock**5,407
Trex Co., Inc.Common stock**7,662
Truist Financial Corp.Common stock**4,979
United Technologies Corp.Common stock**8,102
UnitedHealth Group, Inc.Common stock**7,350
Vail Resorts, Inc.Common stock**4,335
Varonis Systems, Inc. Common stock**2,138
Veracyte, Inc. Common stock**1,886
Vertex Pharmaceuticals, Inc.Common stock**4,356
VIRTU Financial, Inc.Common stock**2,566
Visa, Inc.Common stock**12,018
Wayfair, Inc. Common stock**1,958
Wells Fargo & Co.Common stock**14,225
WEX, Inc.Common stock**3,805
World Wrestling Entertainment Common stock**3,077
Zynga, Inc. Common stock**3,384
ABBVIE INC 144ACorporate Debt - due 11/21/2029 - 3.200%**687
ABBVIE INC 144ACorporate Debt - due 11/21/2039 - 4.050%**441
ABBVIE INC 144ACorporate Debt - due 11/21/2049 - 4.250%**212
AT&T, Inc.Corporate debt - due 11/15/2031 - Variable**132
AT&T, Inc.Corporate debt - due 2/15/2047- 5.650%**478
AT&T, Inc.Corporate debt - due 3/1/2047 - 5.450%**590
AT&T, Inc.Corporate debt - due 5/15/2046 - 4.750%**198
AT&T, Inc.Corporate debt - due 9/1/2040 - 5.350%**332
Bank of America Corp.Corporate debt - due 11/25/2027 - 4.183%**244
Bank of America Corp.Corporate debt - due 12/20/2023 - Variable**1,453
Bank of America Corp.Corporate debt - due 3/3/2026 - 4.450%**165
Bank of America Corp.Corporate debt - due 8/26/2024 - 4.200%**483
Barclays PLCCorporate Debt - due 5/12/2026 - 5.200%**246
Barclays PLCCorporate Debt - due 5/9/2028 - 4.836%**216
15 of 20



(a)(b) Identity of issue, 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
Barclays PLCCorporate Debt - due 9/11/2024 - 4.375%**315
Bayer U.S. Finance II LLC 144ACorporate Debt - due 12/15/2025 - 4.250%**297
Bayer U.S. Finance II LLC 144ACorporate Debt - due 12/15/2028 - 4.375%**628
BNP Paribas S.A.Corporate Debt - due 10/15/2024 - 4.250%**885
BNP Paribas S.A. 144ACorporate Debt - due 3/13/2027 - 4.625%**820
BNP Paribas S.A. 144ACorporate Debt - due 9/28/2025 - 4.375%**781
BNSF Railway Co. Corporate Debt - due 4/1/2024 - 5.996%**129
Boston Properties LPCorporate Debt - due 1/15/2025 - 3.200%**182
Boston Properties LPCorporate Debt - due 12/1/2028 - 4.500%**403
Boston Properties LPCorporate Debt - due 2/1/2023 - 3.850%**419
Boston Properties LPCorporate Debt - due 2/1/2026 - 3.650%**238
Boston Properties LPCorporate Debt - due 5/15/2021 - 4.125%**128
Burlington Northern Santa Fe LLCCorporate Debt - due 1/15/2021 - 8.251%**114
Burlington Northern Santa Fe LLCCorporate Debt - due 9/1/2023 - 3.850%**212
Capital One Financial Corp.Corporate Debt - due 10/29/2025 - 4.200%**513
Capital One Financial Corp.Corporate Debt - due 2/5/2025 - 3.200%**440
CEMEX Finance LLC 144ACorporate Debt - due 4/1/2024 - 6.000%**692
CEMEX SAB de CV 144ACorporate Debt - due 1/11/2025 - 5.700%**617
CEMEX SAB de CV 144ACorporate Debt - due 5/5/2025 - 6.125%**208
Charter Communications Operating LLCCorporate Debt - due 10/23/2045 - 6.484%**1,860
Charter Communications Operating LLCCorporate Debt - due 4/1/2048 - 5.750%**730
Charter Communications Operating LLCCorporate Debt - due 5/1/2047 - 5.375%**365
Cigna Corp.Corporate Debt - due 11/15/2025 - 4.125%**190
Cigna Corp.Corporate Debt - due 7/15/2023 - 3.750%**1,075
Cigna Corp. 144ACorporate Debt - due 2/15/2022 - 4.000%**155
Cigna Corp. 144ACorporate Debt - due 5/15/2027 - 7.875%**247
Cigna Holding Co.Corporate Debt - due 6/15/2020 - 5.125%**76
Citigroup, Inc.Corporate Debt - due 5/15/2023 - 3.500%**104
Citigroup, Inc.Corporate Debt - due 8/5/2024 - 4.000%**776
Cox Communications, Inc. 144ACorporate Debt - due 2/1/2025 - 3.850%**885
Cox Communications, Inc. 144ACorporate Debt - due 8/15/2027 - 3.500%**313
CRH America, Inc. 144ACorporate Debt - due 5/18/2025 - 3.875%**347
CSX Transportation, Inc.Corporate Debt - due 1/15/2023 - 6.251%**166
CVS Health Corp.Corporate debt - due 3/25/2025 - 4.100%**188
CVS Health Corp.Corporate debt - due 3/25/2028 - 4.300%**453
CVS Health Corp.Corporate debt - due 3/25/2038 - 4.780%**227
Dell International LLC 144ACorporate Debt - due 6/15/2023 - 5.450%**325
Dillard's, Inc.Corporate Debt - due 5/15/2027 - 7.750%**486
Dominion Energy, Inc.Corporate Debt - due 10/1/2054 - Variable**755
Dominion Energy, Inc.Corporate Debt - due 4/1/2021 - Variable**179
Dominion Energy, Inc.Corporate Debt - due 7/1/2020 - Variable**200
Elanco Animal Health, Inc. Corporate Debt - due 8/27/2021 - Variable **103
Elanco Animal Health, Inc. Corporate Debt - due 8/28/2023 - Variable **106
Elanco Animal Health, Inc. Corporate Debt - due 8/28/2028 - Variable **218
Enel Finance International 144ACorporate Debt - due 10/7/2039 - 6.000%**630
Enel Finance International 144ACorporate Debt - due 9/14/2025 - 4.625%**491
Enel Finance International 144ACorporate Debt - due 9/15/2037 - 6.800%**766
ERP Operating LPCorporate Debt - due 4/15/2023 - 3.000%**772
Federal Express Corp. 1998 PassCorporate Debt - due 7/15/2023 - 6.720%**44
Ford Motor Credit Co. LLCCorporate Debt - due 1/15/2020 - 8.125%**200
Ford Motor Credit Co. LLCCorporate Debt - due 1/7/2022 - 5.596%**343
Ford Motor Credit Co. LLCCorporate Debt - due 10/12/2021 - 3.813%**586
Ford Motor Credit Co. LLCCorporate Debt - due 2/1/2021 - 5.750%**206
16 of 20



(a)(b) Identity of issue, 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
Ford Motor Credit Co. LLCCorporate Debt - due 8/2/2021 - 5.875%**733
Ford Motor Credit Co. LLCCorporate Debt - due 8/6/2023 - 4.375%**468
HCA, Inc.Corporate Debt - due 6/15/2029 - 4.125%**239
HCA, Inc.Corporate Debt - due 6/15/2039 - 5.125%**276
HCA, Inc.Corporate Debt - due 6/15/2049 - 5.250%**140
HSBC Holdings PLCCorporate Debt - due 1/5/2022 - 2.650%**430
HSBC Holdings PLCCorporate Debt - due 3/8/2026 - 4.300%**218
HSBC Holdings PLCCorporate Debt - due 4/5/2021 - 5.100%**156
HSBC Holdings PLCCorporate Debt - due 5/2/2036 - 6.500%**1,196
HSBC Holdings PLCCorporate Debt - due 9/15/2037 - 6.500%**553
Imperial Brands Finance PLC 144ACorporate Debt - due 7/21/2025 - 4.250%**1,557
Imperial Brands Finance PLC 144ACorporate Debt - due 7/26/2029 - 3.875%**328
JPMorgan Chase & Co.Corporate Debt - due 10/1/2027 - 4.250%**194
JPMorgan Chase & Co.Corporate Debt - due 12/15/2026 - 4.125%**493
JPMorgan Chase & Co.Corprorate Debt - Due 7/23/2024 - Variable **870
Kinder Morgan Energy PartnersCorporate Debt - due 8/15/2042 - 5.000%**845
Kinder Morgan Energy PartnersCorporate Debt - due 9/1/2039 - 6.500%**316
Kinder Morgan Energy PartnersCorporate Debt - due 9/1/2044 - 5.400%**778
Lloyds Banking Group PLCCorporate Debt - due 11/4/2024 - 4.500%**615
Lloyds Banking Group PLCCorporate Debt - due 3/24/2026 - 4.650%**571
Macy's Retail Holdings, Inc.Corporate Debt - due 3/15/2037 - 6.375%**165
Macy's Retail Holdings, Inc.Corporate Debt - due 9/15/2028 - 6.700%**286
*Nordstrom, Inc.Corprorate Debt - due 3/15/2028 - 6.950%**321
Occidental Petroleum Corp.Corporate Debt - due 8/15/2024 - 2.900%**788
Occidental Petroleum Corp.Corporate Debt - due 8/15/2026 - 3.200%**101
Petrobras Global Finance 144ACorporate Debt - due 1/15/2030 - 5.093%**349
Petrobras Global Finance B.V.Corporate Debt - due 3/17/2044 - 7.250%**243
Petrobras Global Finance B.V.Corporate Debt - due 3/19/2049 - 6.900%**205
Petroleos MexicanosCorporate Debt - due 1/23/2030 - 6.840%**272
Petroleos MexicanosCorporate Debt - due 1/23/2045 - 6.375%**1,012
Petroleos MexicanosCorporate Debt - due 3/13/2027 - 6.500%**849
Petroleos MexicanosCorporate Debt - due 6/15/2035 - 6.625%**435
Petroleos MexicanosCorporate Debt - due 8/4/2026 - 6.875%**192
Petroleos MexicanosCorporate Debt - due 9/21/2047 - 6.750%**401
PROSUS NV 144ACorporate Debt - due 7/21/2025 - 5.500%**944
PROSUS NV 144ACorporate Debt - due 7/6/2027 - 4.850%**708
PROSUS NV 144ACorporate Debt - due 7/18/2020 - 6.000%**559
RELX Capital, Inc.Corporate Debt - due 10/15/2022 - 3.125%**583
RELX Capital, Inc.Corporate Debt - due 3/18/2029 - 4.000%**272
Rio Oil Finance Trust Series 144ACorporate Debt - due 1/6/2027 - 9.750%**857
Rio Oil Finance Trust Series 144ACorporate Debt - due 4/6/2028 - 8.200%**433
Rio Oil Finance Trust Series 144ACorporate Debt - due 7/6/2024 - 9.250%**937
Royal Bank of Scotland Group PLCCorporate Debt - due 12/15/2022 - 6.125%**1,259
Royal Bank of Scotland Group PLCCorporate Debt - due 12/19/2023 - 6.000%**945
SLM Student Loan Trust 2 9 A7ACorporate Debt - due 1/25/2041 - Variable**743
SLM Student Loan Trust 20 3 A6Corporate Debt - due 4/25/2040 - Variable**4,199
SLM Student Loan Trust 20 8 A6Corporate Debt - due 1/25/2041 - Variable**4,423
Telecom Italia Capital S.A.Corporate Debt - due 6/4/2038 - 7.721%**677
Telecom Italia Capital S.A.Corporate Debt - due 7/18/2036 - 7.200%**148
Telecom Italia SPA 144ACorporate Debt - due 5/30/2024 - 5.303%**726
The Dow Chemical Co.Corporate Debt - due 11/1/2029 - 7.375%**232
The Dow Chemical Co.Corporate Debt - due 11/30/2048 - 5.550%**250
The Dow Chemical Co.Corporate Debt - due 5/15/2039 - 9.400%**573
17 of 20



(a)(b) Identity of issue, 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
Time Warner Cable LLCCorporate Debt - due 2/1/2020 - 5.000%**150
Time Warner Cable LLCCorporate Debt - due 2/15/2021 - 4.125%**279
Time Warner Cable LLCCorporate Debt - due 7/1/2038 - 7.300%**424
Time Warner Cable LLCCorporate Debt - due 9/1/2021 - 4.000%**230
TransCanada TrustCorporate Debt - due 3/15/2077 - Variable**924
TransCanada TrustCorporate Debt - due 5/20/2075 - Variable**599
TransCanada TrustCorporate Debt - due 8/15/2076 - Variable**188
TransCanada TrustCorporate Debt - due 9/15/2079 - Variable**446
Ultrapar International S.A. 144ACorporate Debt - due 10/6/2026 - 5.250%**376
Ultrapar International S.A. 144ACorporate Debt - due 6/6/2029 - 5.250%**501
Unicredit Spa 144ACorporate Debt - due 4/2/2034 - Variable **978
Union Pacific Railroad Co. 2006Corporate Debt - due 7/2/2030 - 5.866%**675
UNUM Group Corporate Debt - due 3/15/2028 - 7.250%**280
Verizon Communications, Inc.Corporate Debt - due 1/15/2036 - 4.272%**538
Walt Disney CO/THECorporate Debt - due 11/15/2037 - 6.650%**669
Wells Fargo Bank NA