SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K /X/ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED) For the fiscal year ended January 31, 1994 OR / / TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) For the transition period from ________to________ Commission file number 0-6074 A. Full title of the plan: Nordstrom Employee Deferral Retirement Plan (A component of the Nordstrom Profit Sharing Retirement Plan) B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: Nordstrom, Inc. 1501 Fifth Ave., Seattle, WA 98101 1 Required Information a) Financial Statements Page No. Independent Auditors' Report 3 Statement of Net Assets Available for Benefits 4 Statement of Changes in Net Assets Available for Benefits 6 Notes to Financial Statements 8 Schedules: The following schedules are prepared in accordance with the financial reporting requirements of ERISA and have been filed manually under cover of Form SE. Reportable transactions Assets held for investment - Participant loans Assets held for investment - First Interstate Bank b) Exhibits (23.1) Independent Auditors' Consent is filed herein as an exhibit. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. Nordstrom Employee Deferral Retirement Plan Date: July 21, 1994 /s/ Joseph V. Demarte --------------- ------------------------------------------- Joseph V. Demarte Vice President, Personnel 2 INDEPENDENT AUDITORS' REPORT Administrative Committee Nordstrom Employee Deferral Retirement Plan Seattle, Washington We have audited, by fund and in total, the accompanying statements of net assets available for benefits of the Nordstrom Employee Deferral Retirement Plan (a component of the Nordstrom Profit Sharing Retirement Plan) (the Plan), comprising, respectively, the Money Market, Balanced, and Nordstrom Stock Funds, as of January 31, 1994 and 1993, and the related statements of changes in net assets available for benefits for the years then ended. 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 generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes 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, by fund and in total, in all material respects, the net assets available for benefits of the Plan as of January 31, 1994 and 1993, and the changes in net assets available for benefits for the years then ended in conformity with generally accepted accounting principles. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedules of (1) assets held for investment at January 31, 1994 and (2) reportable transactions for the year then ended are presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are 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. These schedules are the responsibility of the Plan's management. Such schedules have been subjected to the auditing procedures applied in our audit of the basic 1994 financial statements and, in our opinion, are fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole. Deloitte & Touche May 26, 1994 3 NORDSTROM EMPLOYEE DEFERRAL RETIREMENT PLAN - - ------------------------------------------------------------- (a component of the Nordstrom Profit Sharing Retirement Plan) See notes to financial statements. 4
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS JANUARY 31, 1994 - - -------------------------------------------------------------------------------------------------------- Money Balanced Nordstrom Participant Market Fund Fund Stock Fund loans Total ----------- ----------- ----------- ----------- ----------- ASSETS: Investments, at fair value: Nordstrom, Inc. common stock (824,350 shares) $ $ $28,852,250 $ $28,852,250 Cash and cash equivalents consisting primarily of First Interstate Bank, Employee Benefit Cash Management Portfolio 17,605,829 684,625 2,658 18,293,112 Trust funds: First Interstate Bank: Pooled Equity Funds 19,193,883 19,193,883 Pooled Fixed Income Funds 11,102,301 11,102,301 Participant loans 2,553,933 2,553,933 ----------- ----------- ----------- ----------- ----------- Total investments 17,605,829 30,980,809 28,854,908 2,553,933 79,995,479 Receivables: Employer contributions 1,013,442 1,883,568 1,413,592 4,310,602 Participant contributions 196,044 373,719 270,767 840,530 Accrued interest and dividends 47,640 1,394 360 49,394 Interfund and other (17,358) 47,244 (46) 29,840 ----------- ----------- ----------- ----------- ----------- Total assets 18,845,597 33,286,734 30,539,581 2,553,933 85,225,845 LIABILITIES: Trustee and administrative fees payable 15,857 25,342 24,676 65,875 Other 16,707 6,338 23,045 ----------- ----------- ----------- ----------- Total liabilities 32,564 25,342 31,014 88,920 ----------- ----------- ----------- ----------- ----------- NET ASSETS AVAILABLE FOR BENEFITS $18,813,033 $33,261,392 $30,508,567 $2,553,933 $85,136,925 =========== =========== =========== =========== =========== NORDSTROM EMPLOYEE DEFERRAL RETIREMENT PLAN - - ------------------------------------------------------------- (a component of the Nordstrom Profit Sharing Retirement Plan) See notes to financial statements. 5
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS JANUARY 31, 1993 - - -------------------------------------------------------------------------------------------------------- Money Balanced Nordstrom Market Fund Fund Stock Fund Total ----------- ----------- ----------- ----------- ASSETS: Investments, at fair value: Nordstrom, Inc. common stock (660,971 shares) $ $ $25,943,112 $25,943,112 Cash and cash equivalents consisting primarily of First Interstate Bank, Employee Benefit Cash Management Portfolio 14,713,811 536,704 182 15,250,697 Trust funds: First Interstate Bank: Pooled Equity Funds 12,751,565 12,751,565 Pooled Fixed Income Funds 7,701,397 7,701,397 ----------- ----------- ----------- ----------- Total investments 14,713,811 20,989,666 25,943,294 61,646,771 Receivables: Employer contributions 915,095 1,319,286 1,335,752 3,570,133 Participant contributions 187,346 277,675 267,828 732,849 Accrued interest and dividends 41,256 1,147 403 42,806 Interfund and other (4,007) 3,866 233,960 233,819 ----------- ----------- ----------- ----------- Total assets 15,853,501 22,591,640 27,781,237 66,226,378 LIABILITIES: Termination benefits payable 175,118 209,765 199,771 584,654 Trustee and administrative fees payable 13,527 18,495 23,349 55,371 ----------- ----------- ----------- ----------- Total liabilities 188,645 228,260 223,120 640,025 ----------- ----------- ----------- ----------- NET ASSETS AVAILABLE FOR BENEFITS $15,664,856 $22,363,380 $27,558,117 $65,586,353 =========== =========== =========== =========== NORDSTROM EMPLOYEE DEFERRAL RETIREMENT PLAN - - ------------------------------------------------------------- (a component of the Nordstrom Profit Sharing Retirement Plan) See notes to financial statements. 6
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEAR ENDED JANUARY 31, 1994 - - ------------------------------------------------------------------------------------------------------- Money Balanced Nordstrom Participant Market Fund Fund Stock Fund Loans Total ----------- ----------- ----------- ----------- ----------- ADDITIONS: Participant contributions $ 5,140,929 $ 9,011,927 $ 7,424,407 $ $21,577,263 Employer contributions 1,013,442 1,883,568 1,413,592 4,310,602 Investment income: Interest 530,670 16,265 6,015 28,391 581,341 Net realized and unrealized investment gain(loss) 1,951,467 (2,344,744) (393,277) Dividends 257,646 257,646 ----------- ----------- ----------- ----------- ----------- Investment income 530,670 1,967,732 (2,081,083) 28,391 445,710 Participant-directed transfers (942,710) 1,405,355 (462,645) Other (1,301) 30,760 (15,780) 13,679 Loan payments 46,489 76,640 64,529 (187,658) ----------- ----------- ----------- ----------- ----------- Total additions 5,787,519 14,375,982 6,343,020 (159,267) 26,347,254 DEDUCTIONS: Payments to participants 2,578,778 3,391,105 3,307,648 (2,713,200) 6,564,331 Trustee fees, administrative expenses, and other 60,564 86,865 84,922 232,351 ----------- ----------- ----------- ----------- ----------- Total deductions 2,639,342 3,477,970 3,392,570 (2,713,200) 6,796,682 ----------- ----------- ----------- ----------- ----------- NET ADDITIONS 3,148,177 10,898,012 2,950,450 2,553,933 19,550,572 NET ASSETS AVAILABLE FOR BENEFITS: Beginning of year 15,664,856 22,363,380 27,558,117 65,586,353 ----------- ----------- ----------- ----------- ----------- End of year $18,813,033 $33,261,392 $30,508,567 $2,553,933 $85,136,925 =========== =========== =========== =========== =========== NORDSTROM EMPLOYEE DEFERRAL RETIREMENT PLAN - - ------------------------------------------------------------- (a component of the Nordstrom Profit Sharing Retirement Plan) See notes to financial statements. 7 NORDSTROM EMPLOYEE DEFERRAL RETIREMENT PLAN - - ------------------------------------------------------------- (a component of the Nordstrom Profit Sharing Retirement Plan) NOTES TO FINANCIAL STATEMENTS YEARS ENDED JANUARY 31, 1994 AND 1993 - - ----------------------------------------------------------------------- NOTE 1: THE PLAN General: The Nordstrom Employee Deferral Retirement Plan (the Plan) is the 401(k) savings element of the Nordstrom Profit Sharing Retirement Plan (Profit Sharing Plan). The 401(k) savings element came into effect on February 1, 1988, through an amendment to the Profit Sharing Plan. In August 1990, with an effective date of February 1, 1989, a separate plan agreement was created for the 401(k) savings plan. All employees of Nordstrom, Inc. and subsidiaries (the Company) are eligible to participate in the Plan on the anniversary date of the Plan following the completion of one full year of continuous service. Eligible participants must work at least 1,000 hours during the payroll calendar year and be employed on January 31 to remain eligible. At January 31, 1994, there were approximately 15,100 employees covered by the Plan. Employer contributions and allocation: The Company's contribution consists of a match of 25% of the participants' voluntary contributions up to 6% of the participants' annual compensation. Investment programs: Participants enrolled in the Plan are able to direct their investment (including Company matching contributions) between any or all of three funds - a money market fund, a balanced fund and a Nordstrom stock fund. The money market fund consists of investments in secure, high yield, short-term money market instruments. The balanced fund consists of investments in diversified common stock, government and corporate bond funds, and cash. The Nordstrom stock fund consists primarily of shares of common stock of Nordstrom, Inc., the Plan sponsor. Participation in investment activity: Participants' individual accounts are credited with a pro rata share of investment income experienced by the respective fund(s) into which they have directed their contributions. Vesting in the Plan: Participants receive the Company contributions if they have worked at least 1,000 hours and are employed through January 31 of the Plan year, at which time the Company contribution is 100% vested. All participants' contributions are fully vested. Method of payment: Distributions of Plan benefits are made to the participant or beneficiary in single lump-sum payments, subject to the withdrawal restrictions as set forth in the Plan agreement. 8 Participant loans: Plan participants may obtain loans against their account balances, repayable over periods not to exceed 20 years, provided that certain conditions are met and that approval is obtained from the Plan trustee. Benefits payable: In 1993 the Plan changed its method of accounting for benefits payable to comply with the 1993 AICPA Audit and Accounting Guide, Audit of Employee Benefit Plans. The new guidance requires that benefits payable to persons who have withdrawn from participation in a defined contribution plan be disclosed in the footnotes to the financial statements rather than be recorded as a liability of the Plan. As of January 31, 1994, net assets available for benefits included benefits of $1,238,881 due to participants who have withdrawn from participation in the Plan. Trustee and administrator of the Plan: The trustee of the Plan is First Interstate Bank of Washington, N.A. The Plan is administered by a five-member committee comprised of the following individuals: Bruce A. Nordstrom - Co-Chairman of the Board of Directors of the Company and Chairman of the Committee John N. Nordstrom - Co-Chairman of the Board of Directors of the Company Raymond A. Johnson - Co-President of the Company D. Wayne Gittinger - Director of the Company Joseph V. Demarte - Vice President and Director of Personnel of the Company Termination of the Plan: The Company reserves the right to suspend, discontinue, or terminate the Plan at any time. A suspension or discontinuance 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 account balances. Tax status: The Plan obtained its latest determination letter in April 1989, in which the Internal Revenue Service stated that the Plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code. The Plan has been amended since receiving this determination letter. However, the Plan administrators believe that the Plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code. Therefore, the Plan administrators believe that the Plan was qualified and the related trust was tax-exempt as of January 31, 1994, and no provision for income taxes is required. 9 Basis of accounting: The accompanying financial statements have been prepared on the accrual basis of accounting. Cash equivalents: The Plan considers all short-term investments with a maturity at date of purchase of three months or less to be cash equivalents. Investment income: Net realized and unrealized investment gain (loss) is calculated based upon the beginning of the year fair value of investments and the cost of investments purchased during the year. NOTE 2: INVESTMENTS The investments of the Plan are stated at fair value. The following table presents the fair values of investments that represent 5% or more of the Plan's net assets at the end of the year: 1994 1993 ----------- ----------- Money Market Fund: First Interstate Bank, Employee Benefit Cash Management Portfolio $18,293,112 $15,250,697 Balanced Fund: First Interstate Bank, Pooled Equity Funds 19,193,883 12,751,565 First Interstate Bank, Pooled Fixed Income Funds 11,102,301 7,701,397 Nordstrom Stock Fund: Nordstrom, Inc. common stock 28,852,250 25,943,112 10
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEAR ENDED JANUARY 31, 1993 - - ---------------------------------------------------------------------------------------------------- Money Balanced Nordstrom Market Fund Fund Stock Fund Total ----------- ----------- ----------- ----------- ADDITIONS: Participant contributions $ 4,714,362 $ 6,267,460 $ 6,858,882 $17,840,704 Employer contributions 915,095 1,319,286 1,335,752 3,570,133 Investment income: Interest 496,210 14,825 6,135 517,170 Net realized and unrealized investment gain 1,835,034 2,626,734 4,461,768 Dividends 183,656 183,656 ----------- ----------- ----------- ----------- Investment income 496,210 1,849,859 2,816,525 5,162,594 Participant-directed transfers (1,014,904) 1,073,508 (58,604) Other (18,871) 14,772 8,452 4,353 ----------- ----------- ----------- ----------- Total additions 5,091,892 10,524,885 10,961,007 26,577,784 DEDUCTIONS: Payments to participants 1,805,153 1,820,176 2,119,748 5,745,077 Trustee fees, administrative expenses, and other 47,851 63,426 79,900 191,177 ----------- ----------- ----------- ----------- Total deductions 1,853,004 1,883,602 2,199,648 5,936,254 ----------- ----------- ----------- ----------- NET ADDITIONS 3,238,888 8,641,283 8,761,359 20,641,530 NET ASSETS AVAILABLE FOR BENEFITS: Beginning of year 12,425,968 13,722,097 18,796,758 44,944,823 ----------- ----------- ----------- ----------- End of year $15,664,856 $22,363,380 $27,558,117 $65,586,353 =========== =========== =========== =========== NORDSTROM EMPLOYEE DEFERRAL RETIREMENT PLAN - - ------------------------------------------------------------- (a component of the Nordstrom Profit Sharing Retirement Plan) Exhibit Index
Exhibit Method of Filing - - --------------------------------------- ---------------- 23.1 Independent Auditors' Consent Filed herewith electronically
Exhibit 23.1 INDEPENDENT AUDITORS' CONSENT - - ------------------------------------------------------------------------ We consent to the incorporation by reference in Registration Statement No. 33-28882 of Nordstrom, Inc. on Form S-8 of Nordstrom, Inc. of our report dated May 26, 1994, appearing in the Annual Report of the Nordstrom Employee Deferral Retirement Plan (a component of the Nordstrom Profit Sharing Retirement Plan) on Form 11-K for the year ended January 31, 1994. DELOITTE & TOUCHE Seattle, Washington July 21, 1994