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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended January 31, 1996
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______ to _______
Commission file number 0-6074
Nordstrom, Inc.
______________________________________________________
(Exact name of Registrant as specified in its charter)
Washington 91-0515058
_______________________________ __________________
(State or other jurisdiction of (IRS employer
incorporation or organization) Identification No.)
1501 Fifth Avenue, Seattle, Washington 98101
______________________________________________________
(Address of principal executive office) (Zip code)
Registrant's telephone number, including area code: 206-628-2111
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, without par value
____________________________________
(Title of class)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. YES /X/ NO / /
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. /X/
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On March 19, 1996, 81,294,822 shares of common stock were outstanding, and
the aggregate market value of those shares (based upon the closing price as
reported by NASDAQ) held by non-affiliates was approximately $2.5 billion.
Documents Incorporated by Reference:
Portions of Nordstrom, Inc. 1995 Annual Report to Shareholders
(Parts I, II and IV)
Portions of Proxy Statement for 1996 Annual Meeting of Shareholders
(Part III)
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PART I
Item 1. Business.
- ------------------
Nordstrom, Inc. (the "Company") was incorporated in the State of Washington in
1946 as successor to a retail shoe business started in 1901. As of January 31,
1996, the Company operates 58 large specialty stores in Alaska, California,
Illinois, Indiana, Maryland, Minnesota, New Jersey, New York, Oregon, Utah,
Virginia, and Washington, selling a wide selection of apparel, shoes and
accessories for women, men and children.
The Company also operates eighteen stores under the name "Nordstrom Rack" and
one clearance store which serve as outlets for clearance merchandise from the
Company's large specialty stores. The Racks also purchase merchandise
directly from manufacturers. The Racks are located in California, Illinois,
Maryland, Oregon, Pennsylvania, Utah, Virginia, and Washington.
The Company also operates a men's specialty store in New York and leased shoe
departments in twelve department stores in Hawaii and Guam. In addition, the
Company operates a Direct Sales Division which commenced operations in January
1994 with the mailing of its first catalog.
In March 1996, the Company opened two new large specialty stores in King of
Prussia, Pennsylvania and Dallas, Texas, and will open a Rack in Northbrook,
Illinois in April, and two additional stores in Troy, Michigan and Denver,
Colorado, in August to complete the Company's planned new store opening
schedule for 1996. In 1997, three large specialty stores are planned to open
in Long Island, New York; West Hartford, Connecticut and Beachwood, Ohio, and
a Rack is planned to open in Bellevue, Washington.
The Company regularly employs on a full or part-time basis an average of
approximately 37,000 employees. Due to the seasonal nature of the Company's
business, the number increased to approximately 43,500 employees in July for
the Company's anniversary sale, and in December for the Christmas selling
season.
The Company's business is highly competitive. Its stores compete with other
national, regional and local retail establishments within its operating areas
which carry similar lines of merchandise, including department stores,
specialty stores, boutiques and mail order businesses. The Company
believes the principal methods of competing in its industry include customer
service, value, fashion, advertising, store location and depth of selection.
Certain other information required under Item 1 is contained within the
following sections of the Company's 1995 Annual Report to Shareholders, which
sections are incorporated by reference herein from Exhibit 13.1 of this
report:
Management Discussion and Analysis
Note 1 in Notes to Consolidated Financial Statements
Note 12 in Notes to Consolidated Financial Statements
Retail Store Facilities
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Executive Officers of the Registrant
- ------------------------------------
Officer
Name Age Title Since Family Relationship
- -------------------- --- ----------------- ------- -------------------
Jammie Baugh 42 Executive Vice 1990 None
President
Gail A. Cottle 44 Executive Vice 1985 None
President
Joseph V. Demarte 44 Vice President 1990 None
John A. Goesling 50 Executive Vice 1980 None
President and Treasurer
Jack F. Irving 51 Executive Vice 1980 None
President
Raymond A. Johnson 54 Co-Chairman of the 1976 None
Board of Directors
Blake W. Nordstrom 35 Co-President 1991 Brother of Erik B. and
Peter E. Nordstrom
Erik B. Nordstrom 32 Co-President 1995 Brother of Blake W. and
Peter E. Nordstrom
J. Daniel Nordstrom 33 Co-President 1995 Brother of William E.
Nordstrom
James A. Nordstrom 34 Co-President 1991 Cousin of J. Daniel and
William E. Nordstrom
Peter E. Nordstrom 33 Co-President 1995 Brother of Blake W. and
Erik B. Nordstrom
William E. Nordstrom 32 Co-President 1995 Brother of J. Daniel
Nordstrom
Cynthia C. Paur 45 Executive Vice 1983 None
President
John C. Walgamott 50 President of 1991 None
Nordstrom Credit, Inc.
and Nordstrom National
Credit Bank
John J. Whitacre 43 Co-Chairman of the 1989 None
Board of Directors
All of the above people that have not been officers for the past five years
have been full-time employees of the Company during that period. The officers
are re-elected annually by the Board of Directors following each year's Annual
Meeting. Each officer is elected for a term of one year and until a successor
is elected and qualifies.
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Item 2. Properties.
- --------------------
The following table summarizes at January 31, 1996 the number of stores owned
or operated by the Company and the percentage of total store area represented
by each listed category:
Number of % of total store
stores square footage
--------- ----------------
Owned Stores 20 26%
Leased Stores 29 20
Owned on leased land 26 49
Partly owned & partly leased 3 5
--------- ----------------
78 100%
========= ================
The Company also operates seven merchandise distribution centers, five of
which are owned and two of which are leased. The Company leases its principal
offices in Seattle, Washington, and owns an office building in the Denver,
Colorado metropolitan area which serves as the principal offices of Nordstrom
Credit, Inc. and Nordstrom National Credit Bank.
Certain other information required under this item is included in the
following sections of the Company's 1995 Annual Report to Shareholders, which
sections are incorporated by reference herein from Exhibit 13.1 of this
report:
Note 6 in Notes to Consolidated Financial Statements
Retail Store Facilities
Item 3. Legal Proceedings.
- ---------------------------
The Company is not involved in any material pending legal proceedings, other
than routine litigation in the ordinary course of business.
Item 4. Submission of Matters to a Vote of Security Holders.
- -------------------------------------------------------------
None
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PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters.
- ----------------------------------------------------------------------
The Company's Common Stock, without par value, is traded in the over-the-
counter market and is quoted daily by NASDAQ. The approximate number of
holders of Common Stock as of March 19, 1996 was 72,600.
Certain other information required under this Item with respect to stock
prices and dividends is included in the following sections of the Company's
1995 Annual Report to Shareholders, which sections are incorporated by
reference herein from Exhibit 13.1 of this report:
Financial Highlights
Stock Trading
Consolidated Statements of Shareholders' Equity
Note 8 in Notes to Consolidated Financial Statements
Note 13 in Notes to Consolidated Financial Statements
Item 6. Selected Financial Data.
- ---------------------------------
The information required under this item is included in the following section
of the Company's 1995 Annual Report to Shareholders, which section is
incorporated by reference herein from Exhibit 13.1 of this report:
Ten-Year Statistical Summary
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
- ------------------------------------------------------------------------
The information required under this item is included in the following section
of the Company's 1995 Annual Report to Shareholders, which section is
incorporated by reference herein from Exhibit 13.1 of this report:
Management Discussion and Analysis
Item 8. Financial Statements and Supplementary Data.
- -----------------------------------------------------
The information required under this item is included in the following sections
of the Company's 1995 Annual Report to Shareholders, which sections are
incorporated by reference herein from Exhibit 13.1 of this report:
Consolidated Statements of Earnings
Consolidated Balance Sheets
Consolidated Statements of Shareholders' Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Independent Auditors' Report
6 of 14
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
- ------------------------------------------------------------------------
None
PART III
Item 10. Directors and Executive Officers of the Registrant.
- ------------------------------------------------------------
The information required under this item with respect to the Company's
Directors and compliance with Section 16(a) of the Exchange Act is included in
the following sections of the Company's Proxy Statement for its 1996 Annual
Meeting of Shareholders, which sections are incorporated by reference herein
and will be filed within 120 days after the end of the Company's fiscal year:
Election of Directors
Compliance with Section 16(a) of the Exchange Act of 1934
The information required under this item with respect to the Company's
Executive Officers is incorporated by reference from Part I, Item 1 of this
report under "Executive Officers of the Registrant".
Item 11. Executive Compensation.
- --------------------------------
The information required under this item is included in the following sections
of the Company's Proxy Statement for its 1996 Annual Meeting of Shareholders,
which sections are incorporated by reference herein and will be filed within
120 days after the end of the Company's fiscal year:
Compensation of Executive Officers in the Year Ended
January 31, 1996
Compensation and Stock Option Committee Report on Fiscal Year
1995 Executive Compensation
Stock Price Performance
Compensation of Directors
Compensation Committee Interlocks and Insider Participation
Item 12. Security Ownership of Certain Beneficial Owners and Management.
- ------------------------------------------------------------------------
The information required under this item is included in the following section
of the Company's Proxy Statement for its 1996 Annual Meeting of Shareholders,
which section is incorporated by reference herein and will be filed within
120 days after the end of the Company's fiscal year:
Principal Shareholders
7 of 14
Item 13. Certain Relationships and Related Transactions.
- --------------------------------------------------------
The information required under this item is included in the following sections
of the Company's Proxy Statement for its 1996 Annual Meeting of Shareholders,
which sections are incorporated by reference herein and will be filed within
120 days after the end of the Company's fiscal year:
Election of Directors
Compensation Committee Interlocks and Insider Participation
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
- --------------------------------------------------------------------------
(a)1. Financial Statements
--------------------
The following consolidated financial information and statements of
Nordstrom, Inc. and its subsidiaries and the Independent Auditors' Report are
incorporated by reference herein from Exhibit 13.1 of this report:
Consolidated Statements of Earnings
Consolidated Balance Sheets
Consolidated Statements of Shareholders' Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Independent Auditors' Report
(a)2. Financial Statement Schedules
-----------------------------
Page
----
Independent Auditors' Consent and Report on Schedule 13
II - Valuation and Qualifying Accounts 14
Other schedules for which provision is made in Regulation S-X are not
required, are inapplicable, or the information is included in the
Company's 1995 Annual Report to Shareholders as incorporated by
reference herein from Exhibit 13.1 of this report.
8 of 14
(a)3. Exhibits
--------
(3.1) Articles of Incorporation of the Registrant are hereby
incorporated by reference from the Registrant's Form 10-K for the
year ended January 31, 1990, Exhibit A.
(3.2) By-laws of the Registrant, as amended, are filed herein as an
Exhibit.
(4.1) The Indenture between Nordstrom Credit, Inc. (a wholly-owned
subsidiary of the Registrant) and First Interstate Bank of
Denver, N.A., as successor trustee, dated November 15, 1984, the
First Supplement thereto dated January 15, 1988, the Second
Supplement thereto dated June 1, 1989 and the Third Supplement
thereto dated October 19, 1990 are hereby incorporated by
reference from Registration No. 33-3765, Exhibit 4.2; Registration
No. 33-19743, Exhibit 4.2; Registration No. 33-29193, Exhibit 4.3;
and the Nordstrom Credit, Inc. Annual Report on Form 10-K (SEC
File No. 0-12994) for the year ended January 31, 1991, Exhibit
4.2, respectively.
Securities authorized under each of any other long-term debt
instruments of the Company or its subsidiaries do not exceed 10%
of the consolidated total assets of the Company and its
subsidiaries. The Company will furnish a copy of any such long-
term debt instrument or agreement to the Commission upon request.
(4.2) Trustee Resignation of First Interstate Bank of Washington, N.A.
dated March 13, 1995 is hereby incorporated by reference from the
Registrant's Form 10-K for the year ended January 31, 1995,
Exhibit 4.2.
(4.3) Trustee Acceptance of First Interstate Bank of Denver, N.A. dated
March 13, 1995 is hereby incorporated by reference from the
Registrant's Form 10-K for the year ended January 31, 1995,
Exhibit 4.3.
(10.1) Operating Agreement dated August 30, 1991 between Nordstrom
Credit, Inc. and Nordstrom National Credit Bank is hereby
incorporated by reference from the Nordstrom Credit, Inc.
Quarterly Report on Form 10-Q (SEC File No. 0-12994) for the
quarter ended July 31, 1991, Exhibit 10.1, as amended.
(10.2) Merchant Agreement dated August 30, 1991 between Registrant and
Nordstrom National Credit Bank is hereby incorporated by reference
from the Registrant's Quarterly Report on Form 10-Q for the
quarter ended July 31, 1991, Exhibit 10.1.
(10.3) The 1987 Nordstrom Stock Option Plan is hereby incorporated by
reference from the Registrant's Proxy Statement for the 1987
Annual Meeting of Shareholders.
(10.4) The Nordstrom Supplemental Retirement Plan is hereby incorporated
by reference from the Registrant's Form 10-K for the year ended
January 31, 1993, Exhibit 10.3.
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(a)3. Exhibits (continued)
--------------------
(10.5) The 1993 Non-Employee Director Stock Incentive Plan is hereby
incorporated by reference from the Registrant's Form 10-K for the
year ended January 31, 1994, Exhibit 10.4.
(10.6) Investment Agreement dated October 8, 1984 between the Registrant
and Nordstrom Credit, Inc. is hereby incorporated by reference
from the Nordstrom Credit, Inc. Form 10, Exhibit 10.1.
(10.7) Operating Agreement for VISA Accounts and Receivables dated May 1,
1994 between Nordstrom Credit, Inc. and Nordstrom National Credit
Bank is hereby incorporated by reference from Registration No.
33-55905, Exhibit 10.1.
(13.1) The Company's 1995 Annual Report to Shareholders is filed herein
as an Exhibit.
(21.1) List of the Registrant's Subsidiaries is filed herein as an
Exhibit.
(23.1) Independent Auditors' Consent and Report on Schedule is on page 13
of this report.
(27.1) Financial Data Schedule is filed herein as an Exhibit.
All other exhibits are omitted because they are not applicable, not
required, or because the required information is included in the
Company's 1995 Annual Report to Shareholders.
(b) Reports on Form 8-K
-------------------
No reports on Form 8-K were filed during the last quarter of the period
for which this report is filed.
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
NORDSTROM, INC.
(Registrant)
/s/ John A. Goesling
Date March 29, 1996 by __________________________________________
____________________ John A. Goesling
Executive Vice President and Treasurer
(Principal Accounting and Financial Officer)
10 of 14
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated.
Principal Accounting and
Financial Officer:
/s/ John A. Goesling
_______________________________
John A. Goesling
Executive Vice President
and Treasurer
Co-Presidents:
/s/ Blake W. Nordstrom /s/ James A. Nordstrom
_______________________________ ________________________________
Blake W. Nordstrom James A. Nordstrom
Co-President Co-President
/s/ Erik B. Nordstrom /s/ Peter E. Nordstrom
_______________________________ ________________________________
Erik B. Nordstrom Peter E. Nordstrom
Co-President Co-President
/s/ J. Daniel Nordstrom /s/ William E. Nordstrom
_______________________________ ________________________________
J. Daniel Nordstrom William E. Nordstrom
Co-President Co-President
Directors:
/s/ Philip M. Condit /s/ Bruce A. Nordstrom
_______________________________ ________________________________
Philip M. Condit Bruce A. Nordstrom
Director Director
/s/ D. Wayne Gittinger /s/ John N. Nordstrom
_______________________________ ________________________________
D. Wayne Gittinger John N. Nordstrom
Director Director
/s/ John F. Harrigan /s/ Alfred E. Osborne Jr.
_______________________________ ________________________________
John F. Harrigan Alfred E. Osborne Jr.
Director Director
/s/ Raymond A. Johnson /s/ William D. Ruckelshaus
_______________________________ ________________________________
Raymond A. Johnson William D. Ruckelshaus
Co-Chairman and Director Director
/s/ Charles A. Lynch /s/ Elizabeth Crownhart Vaughan
_______________________________ _________________________________
Charles A. Lynch Elizabeth Crownhart Vaughan
Director Director
11 of 14
Directors: (continued)
/s/ Ann D. McLaughlin /s/ John J. Whitacre
_______________________________ ________________________________
Ann D. McLaughlin John J. Whitacre
Director Co-Chairman and Director
/s/ John A. McMillan
_______________________________
John A. McMillan
Director
Principal Executive Officers:
/s/ Raymond A. Johnson /s/ John J. Whitacre
_______________________________ ________________________________
Raymond A. Johnson John J. Whitacre
Co-Chairman and Director Co-Chairman and Director
Date March 29, 1996
___________________________
12 of 14
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT AND REPORT ON SCHEDULE
Shareholders and Board of Directors
Nordstrom, Inc.
We consent to the incorporation by reference in Registration Statements Nos.
33-18321 and 2-81695 of Nordstrom, Inc. on Form S-8 of our reports dated
March 8, 1996 appearing in and incorporated by reference in this Annual
Report on Form 10-K of Nordstrom, Inc. and subsidiaries for the year ended
January 31, 1996.
We have audited the consolidated financial statements of Nordstrom, Inc. and
subsidiaries as of January 31, 1996 and 1995, and for each of the three years
in the period ended January 31, 1996, and have issued our report thereon dated
March 8, 1996; such financial statements and report are included in your 1995
Annual Report to Shareholders and are incorporated herein by reference. Our
audits also included the consolidated financial statement schedule of
Nordstrom, Inc. and subsidiaries, listed in Item 14(a)2. This financial
statement schedule is the responsibility of the Company's management. Our
responsibility is to express an opinion based on our audits. In our opinion,
such consolidated financial statement schedule, when considered in relation
to the basic consolidated financial statements taken as a whole, presents
fairly in all material respects the information set forth therein.
Deloitte & Touche LLP
March 29, 1996
Seattle, Washington
13 of 14
NORDSTROM, INC. AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
(Dollars in thousands)
Column A Column B Column C Column D Column E
---------- ---------- ---------- ---------- ---------
Additions Deductions
---------- ----------
Account
Balance at Charged to write-offs Balance
beginning costs and net of at end of
Description of period expenses recoveries period
- ----------- ---------- ---------- ---------- ---------
Allowance for doubtful accounts:
Year ended:
January 31, 1994 $23,969 $25,713 $26,537 $23,145
January 31, 1995 $23,145 $20,219 $20,406 $22,958
January 31, 1996 $22,958 $39,589 $33,154 $29,393
14 of 14
NORDSTROM INC. AND SUBSIDIARIES
Exhibit Index
Exhibit Method of Filing
- ------- ----------------
3.1 Articles of Incorporation Incorporated by reference
from the Registrant's Form
10-K for the year ended
January 31, 1990,
Exhibit A.
3.2 By-laws, as amended Filed herewith electronically
4.1 Indenture between Nordstrom Credit, Incorporated by reference
Inc. and First Interstate Bank of from Registration
Denver, N.A., as successor trustee, No. 33-3765, Exhibit 4.2;
dated November 15, 1984, the First Registration No. 33-19743,
Supplement thereto dated January 15, Exhibit 4.2; Registration
1988, the Second Supplement thereto No. 33-29193, Exhibit 4.3;
dated June 1, 1989 and the Third and the Nordstrom Credit,
Supplement thereto dated October 19, Inc. Annual Report on Form
1990 10-K (SEC File No. 0-12994)
for the year ended January
31, 1991, Exhibit 4.2,
respectively.
4.2 Trustee Resignation of First Interstate Incorporated by reference
Bank of Washington, N.A. dated March 13, from the Registrant's Form
1995 10-K for the year ended
January 31, 1995,
Exhibit 4.2.
4.3 Trustee Acceptance of First Interstate Incorporated by reference
Bank of Denver, N.A. dated March 13, from the Registrant's Form
1995 10-K for the year ended
January 31, 1995,
Exhibit 4.3.
10.1 Operating Agreement dated August 30, 1991 Incorporated by reference
between Nordstrom Credit, Inc. and from the Nordstrom Credit,
Nordstrom National Credit Bank Inc. Quarterly Report on
Form 10-Q (SEC File No.
0-12994) for the quarter
ended July 31, 1991,
Exhibit 10.1, as amended.
10.2 Merchant Agreement dated August 30, 1991 Incorporated by reference
between Registrant and Nordstrom from the Registrant's
National Credit Bank Quarterly Report on Form
10-Q for the quarter ended
July 31, 1991, Exhibit
10.1.
10.3 1987 Nordstrom Stock Option Plan Incorporated by reference
from the Registrant's Proxy
Statement for the 1987
Annual Meeting of
Shareholders.
Exhibit Index (continued)
10.4 Nordstrom Supplemental Retirement Plan Incorporated by reference
from the Registrant's Form
10-K for the year ended
January 31, 1993, Exhibit
10.3.
10.5 1993 Non-Employee Director Stock Incorporated by reference
Incentive Plan from the Registrant's Form
10-K for the year ended
January 31, 1994, Exhibit
10.4.
10.6 Investment Agreement dated October 8, Incorporated by reference
1984 between the Registrant and from the Nordstrom Credit,
Nordstrom Credit, Inc. Inc. Form 10, Exhibit 10.1.
10.7 Operating Agreement for VISA Accounts Incorporated by reference
and Receivables dated May 1, 1994 from Registration No. 33-
between Nordstrom Credit, Inc. and 55905, Exhibit 10.1.
Nordstrom National Credit Bank
13.1 1995 Annual Report to Shareholders Filed herewith electronically
21.1 Subsidiaries of the Registrant Filed herewith electronically
23.1 Independent Auditors' Consent
and Report on Schedule Filed herewith electronically
27.1 Financial Data Schedule Filed herewith electronically