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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, 1999
/ / 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.)
1617 Sixth 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. / /
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On March 17, 1999, 142,080,328 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 $3.3 billion.
Documents Incorporated by Reference:
Portions of Nordstrom, Inc. 1998 Annual Report to Shareholders
(Parts I, II and IV)
Portions of Proxy Statement for 1999 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, 1999, the Company operated 67 large specialty stores in Alaska,
California, Colorado, Connecticut, Georgia, Illinois, Indiana, Kansas,
Maryland, Michigan, Minnesota, New Jersey, New York, Ohio, Oregon,
Pennsylvania, Texas, Utah, Virginia, and Washington, selling a wide selection
of apparel, shoes and accessories for women, men and children.
The Company also operated 24 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, Colorado,
Illinois, Maryland, Minnesota, New York, Oregon, Pennsylvania, Utah, Virginia,
and Washington.
The Company also operated three specialty boutiques in New York and California
under the name "Faconnable", and two free-standing shoe stores located in
Hawaii. In addition, the Company operated a Direct Sales Division which
commenced operations in January 1994 with the mailing of its first catalog,
and an internet shopping site, www.nordstrom.com, which was launched in
October, 1998.
In February 1999, the Company opened a new Rack store in Sacramento,
California, and in March 1999, a large specialty store in Norfolk, Virginia.
In August 1999, the Company plans to open a large specialty store in
Providence, Rhode Island and replace an existing store in Spokane, Washington.
In September 1999, the Company is scheduled to open large specialty stores in
Mission Viejo, California and in Columbia, Maryland. In addition, the Company
intends to open a new Rack store in Brea, California, in September 1999, and
replace a Rack store in Lynnwood, Washington, in November 1999.
The west coast of the United States, and the east coast, from southern New York
to Virginia, are the markets in which the Company has the largest presence. An
economic downturn or other significant event within one of those markets may
have a material effect on the Company's operating results.
The Company purchases merchandise from many suppliers, no one of which
accounted for more than 3% of 1998 net purchases. The Company believes that it
is not dependent on any one supplier, and considers its relations with its
suppliers to be satisfactory.
3 of 19
Item 1. Business (continued)
- -----------------------------
The Company has approximately 85 trademarks. With the exception of the
Federally registered names "Nordstrom", "Classiques Entier", "Evergreen",
"Preview Collection" and "Preview International", the loss or abandonment of
any particular trademark would not have a significant impact on the operations
of the Company.
Due to the Company's anniversary sale in July and holidays in December, sales
are higher in the second and fourth quarters of the fiscal year than in the
first and third quarters. The Company regularly employs on a full or part-time
basis an average of approximately 42,000 employees. Due to the seasonal nature
of the Company's business, the number increased to approximately 50,000
employees in July, and approximately 46,000 employees in December.
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, mail order and internet 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 1998 Annual Report to Shareholders, which
sections are incorporated by reference herein from Exhibit 13.1 of this
report:
Management's Discussion and Analysis
Note 1 in Notes to Consolidated Financial Statements
Note 14 in Notes to Consolidated Financial Statements
Retail Store Facilities
Executive Officers of the Registrant
- ------------------------------------
Officer
Name Age Title Since Family Relationship
- -------------------- --- ------------------ ------- -------------------
Jammie Baugh 45 Executive Vice 1990 None
President
Gail A. Cottle 47 Executive Vice 1985 None
President
Darren R. Jackson 34 Vice President and 1998 None
Treasurer
4 of 19
Executive Officers of the Registrant (continued)
- ------------------------------------------------
Officer
Name Age Title Since Family Relationship
- -------------------- --- ------------------ ------- -------------------
Kevin T. Knight 43 President of 1998 None
Nordstrom National
Credit Bank and
Nordstrom Credit, Inc.
Robert J. Middlemas 42 Executive Vice 1993 None
President
Blake W. Nordstrom 38 Co-President 1991 Brother of Erik B. and
Peter E. Nordstrom
Erik B. Nordstrom 35 Co-President 1995 Brother of Blake W. and
Peter E. Nordstrom
J. Daniel Nordstrom 36 Co-President 1995 Brother of William E.
Nordstrom and cousin
of James A. Nordstrom
James A. Nordstrom 37 Co-President 1991 Cousin of J. Daniel and
William E. Nordstrom
Peter E. Nordstrom 36 Co-President 1995 Brother of Blake W. and
Erik B. Nordstrom
William E. Nordstrom 35 Co-President 1995 Brother of J. Daniel
Nordstrom and cousin
of James A. Nordstrom
James R. O'Neal 40 Executive Vice 1997 None
President
Michael A. Stein 49 Executive Vice 1998 None
President
Susan A. Wilson 53 Executive Vice 1997 None
Tabor President
John J. Whitacre 46 Chairman of the 1989 None
Board of Directors
Martha S. Wikstrom 42 Executive Vice 1991 None
President
5 of 19
Executive Officers of the Registrant (continued)
- ------------------------------------------------
Jammie Baugh has been Executive Vice President - Northwest General Manager
since 1997. Prior thereto, she served as Executive Vice President - General
Manager Southern California since 1991, and General Manager Southern California
since 1990.
Gail A. Cottle has been Executive Vice President - Nordstrom Product
Group General Manager since 1996, when men's clothing, footwear and cosmetics
were added to this group. The Faconnable business unit was added to this group
in 1999. Prior to 1996, she was Executive Vice President of women's apparel,
kid's apparel, and accessories product development since 1992.
Darren R. Jackson has been Vice President and Treasurer since January 31, 1999.
Prior thereto, he served as Vice President - Strategic Planning since August
1998, and as Planning Manager from February through August 1998. Prior to
joining Nordstrom, he was the Chief Financial Officer for Carson Pirie Scott
& Co. since 1994.
Kevin T. Knight has been President of Nordstrom National Credit Bank, President
of Nordstrom Credit, Inc., and General Manager of the credit business unit
since April 1998. Prior to joining Nordstrom, he was Senior Vice President
of Retailer Financial Services, a unit of General Electric Capital Corporation,
since 1995. Prior thereto, he held various positions with General Electric
since 1977.
Robert J. Middlemas has been Executive Vice President - Central States General
Manager since 1997. Prior thereto, he served as Vice President - Central
States General Manager since 1993.
Blake W. Nordstrom has been Co-President since 1995 and is currently
responsible for credit, operations, and Rack business unit. Prior thereto, he
served as Vice President - General Manager Washington/Alaska since 1991.
Erik B. Nordstrom has been Co-President since 1995 and is currently responsible
for Nordstrom Product Group. Prior thereto, he served as Store/Regional
Manager - Minnesota since 1992.
J. Daniel Nordstrom has been Co-President since 1995 and is currently
responsible for direct sales division. Prior thereto, he served as General
Manager direct sales division since 1993.
James A. Nordstrom has been Co-President since 1995 and is currently
responsible for the full-line store business units. Prior thereto, he served
as Vice President - General Manager Northern California Region since 1991.
Peter E. Nordstrom has been Co-President since 1995 and is currently
responsible for Nordstrom brand development, human resources, and diversity
affairs. Prior thereto, he served as Regional Manager Orange County since
1991.
6 of 19
Executive Officers of the Registrant (continued)
- ------------------------------------------------
William E. Nordstrom has been Co-President since 1995 and is currently
responsible for cross-business unit strategies and center integration,
organizational communication, and new projects. He served as Corporate
Merchandise Manager Accessories in 1995. Prior thereto, he served as Corporate
Merchandise Manager Nordstrom Rack from 1992 to 1995.
James R. O'Neal has been Executive Vice President - Southwest General Manager
since 1997 and served as Vice President - Northern California in 1997. Prior
thereto, he served as General Manager Northern California from 1995 to 1997,
and served as City Regional Manager from 1993 to 1995.
Michael A. Stein was hired as Executive Vice President and Chief Financial
Officer of the Company on October 15, 1998. He is responsible for the
Company's treasury, corporate finance, business information technology
services, real estate and store planning, investor relations, controllership,
tax, legal, and internal audit functions. Prior to joining Nordstrom, he served
as Executive Vice President and Chief Financial Officer of Marriott
International, Inc. since October 1993; as Senior Vice President, Finance and
Corporate Controller of Marriott Corporation since 1991; and as Vice President,
Finance and Chief Accounting Officer since 1989. Prior to joining Marriott,
he spent 18 years with Arthur Andersen LLP (formerly Arthur Andersen & Co.)
where, since 1982, he was a partner.
Susan A. Wilson Tabor has been Executive Vice President - Rack General Manager
since 1998. Prior thereto, she served as Vice President - Rack General Manager
from 1997 to 1998, and served as Rack General Manager from 1993 to 1997.
John J. Whitacre has been Chairman and Chief Executive Officer since 1996, and
served as Co-Chairman from 1995 to 1996. Prior thereto, he served as
Co-President - Shoes, Men's Wear, Operations, Finance, Product Development,
Restaurant, Credit, Inventory Management Systems and Direct Sales since 1991.
Martha S. Wikstrom has been Executive Vice President - East Coast General
Manager since 1997. Prior thereto, she served as Vice President - General
Manager Capital since 1991.
The officers are re-elected annually by the Board of Directors following each
year's Annual Meeting of Shareholders. Officers serve at the discretion of the
Board of Directors.
Item 2. Properties.
- --------------------
The following table summarizes the number of stores owned or operated by the
Company and the percentage of total store area represented by each listed
category at January 31, 1999:
Number of % of total store
stores square footage
--------- ----------------
Owned stores 21 25%
Leased stores 45 29
Owned on leased land 29 44
Partly owned & partly leased 2 2
--------- ----------------
97 100%
========= ================
7 of 19
Item 2. Properties. (continued)
- --------------------------------
The Company also operates seven merchandise distribution centers, five
which are owned, one which is leased, and one which is owned on leased
land. The Company owns its principal offices in Seattle, Washington, and
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 1998 Annual Report to Shareholders, which
sections are incorporated by reference herein from Exhibit 13.1 of this
report:
Note 7 in Notes to Consolidated Financial Statements
Note 11 in Notes to Consolidated Financial Statements
Retail Store Facilities
Item 3. Legal Proceedings.
- ---------------------------
The information required under this item is included in the following section
of the Company's 1998 Annual Report to Shareholders, which section is
incorporated by reference herein from Exhibit 13.1 of this report:
Note 15 in Notes to Consolidated Financial Statements
Item 4. Submission of Matters to a Vote of Security Holders.
- -------------------------------------------------------------
None
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters.
- ----------------------------------------------------------------------
The Company's Common Stock, without par value, is traded on the NASDAQ
National Market under the symbol "NOBE." The approximate number of
holders of Common Stock as of March 17, 1999 was 82,500.
8 of 19
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters. (continued)
- ----------------------------------------------------------------------
Certain other information required under this item with respect to stock
prices and dividends is included in the following sections of the Company's
1998 Annual Report to Shareholders, which sections are incorporated by
reference herein from Exhibit 13.1 of this report:
Financial Highlights
Stock Prices
Consolidated Statements of Shareholders' Equity
Note 16 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 1998 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 1998 Annual Report to Shareholders, which section is
incorporated by reference herein from Exhibit 13.1 of this report:
Management's Discussion and Analysis
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
- ---------------------------------------------------------------------
The Company is subject to the risk of fluctuating interest rates in the normal
course of business, primarily as a result of its short-term borrowing and
investment activities which generally bear interest at variable rates. Because
the short-term borrowings and investments have maturities of three months or
less, the Company believes that the risk of material loss is low.
9 of 19
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
(continued)
- ---------------------------------------------------------------------
The table below presents pricipal amounts, at book value, by year of maturity,
and related weighted average interest rates.
Total at Fair Value
January 31, January 31,
In thousands 1999 2000 2001 2002 2003 Thereafter 1999 1999 1998
- --------------------------------------------------------------------------------------------------------------------
INTEREST RATE RISK
ASSETS
Short-term
investments $231,829 $231,829 $231,829 $ 15,690
Average interest
rate 5.0% 5.0%
LIABILITIES
Notes payable &
commercial paper 78,783 78,783 78,783 263,767
Average interest
rate 5.2% 5.2%
Long-term debt - Fixed $ 62,963 $57,776 $11,000 $76,750 - $650,000 858,489 893,872 419,027
Average interest
rate 6.9% 7.6% 8.7% 7.3% - 6.4% 6.6%
Certain other information required under this item is included in the following
section of the Company's 1998 Annual Report to Shareholders, which section is
incorporated by reference herein from Exhibit 13.1 of this report:
Note 1 in Notes to Consolidated Financial Statements
Item 8. Financial Statements and Supplementary Data.
- -----------------------------------------------------
The information required under this item is included in the following sections
of the Company's 1998 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
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
- ------------------------------------------------------------------------
None
10 of 19
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 1999 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 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 1999 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, 1999
Compensation and Stock Option Committee Report on the 1998 Fiscal
Year 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 1999 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:
Security Ownership of Certain Beneficial Owners and Management
11 of 19
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 1999 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
Certain Relationships and Related Transactions
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 18
Schedule II - Valuation and Qualifying Accounts 19
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 1998 Annual Report to Shareholders as incorporated by
reference herein from Exhibit 13.1 of this report.
(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, 1989, Exhibit A.
12 of 19
(a)3. Exhibits (continued)
--------------------
(3.2) By-laws of the Registrant, as amended, are hereby incorporated by
reference from the Registrant's Form 10-K for the year ended
January 31, 1998, Exhibit 3.2.
(4.1) Indenture between Registrant and Norwest Bank Colorado, N.A.,
as trustee, dated March 11, 1998 is hereby incorporated by
reference from Registration No. 333-47035, Exhibit 4.1.
(4.2) Senior indenture between Registrant and Norwest Bank Colorado,
N.A., as trustee, dated January 13, 1999 is hereby incorporated
by reference from Registration No. 333-69281, Exhibit 4.3.
(4.3) Form of Subordinated Indenture between Registrant and Norwest Bank
Colorado, N.A., as trustee, dated January 13, 1999 is hereby
incorporated by reference from Registration No. 333-69281, Exhibit
4.4.
(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 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.
(10.4) 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.
(10.5) 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.
(10.6) Master Pooling and Servicing Agreement dated August 14, 1996
between Nordstrom National Credit Bank and Norwest Bank Colorado,
N.A., as trustee, is hereby incorporated by reference from the
Registrant's Quarterly Report on Form 10-Q for the quarter ended
October 31, 1996, Exhibit 10.1.
13 of 19
(a)3. Exhibits (continued)
--------------------
(10.7) Series 1996-A Supplement to Master Pooling and Servicing Agreement
dated August 14, 1996 between Nordstrom National Credit Bank,
Nordstrom Credit, Inc. and Norwest Bank Colorado, N.A., as
trustee, is hereby incorporated by reference from the Registrant's
Quarterly Report on Form 10-Q for the quarter ended October 31,
1996, Exhibit 10.2.
(10.8) Transfer and Administration Agreement dated August 14, 1996
between Nordstrom National Credit Bank, Enterprise Funding
Corporation and Nationsbank, N.A. is hereby incorporated by
reference from the Registrant's Quarterly Report on Form 10-Q
for the quarter ended October 31, 1996, Exhibit 10.3.
(10.9) Receivables Purchase Agreement dated August 14, 1996 between
Registrant and Nordstrom Credit, Inc. is hereby incorporated
by reference from the Registrant's Form 10-K for the year ended
January 31, 1997, Exhibit 10.12.
(10.10) The Nordstrom, Inc. 1997 Stock Option Plan is hereby incorporated
by reference from the Registrant's Report on Form S-8, Registration
No. 333-63403 filed on September 15, 1998.
(10.11) Credit Agreement dated July 24, 1997 between Registrant and a group
of commercial banks is hereby incorporated by reference from the
Registrant's Quarterly Report on Form 10-Q for the quarter ended
July 31, 1997, Exhibit 10.1.
(10.12) Credit Agreement dated July 24, 1997 between Nordstrom Credit, Inc.
and a group of commercial banks is hereby incorporated by reference
from the Nordstrom Credit, Inc. Quarterly Report on Form 10-Q for
the quarter ended July 31, 1997, Exhibit 10.1.
(10.13) Commercial Paper Dealer Agreement dated October 2, 1997 between
Registrant and Bancamerica Securities, Inc. is hereby incorporated
by reference from the Registrant's Quarterly Report on Form 10-Q
for the quarter ended October 31, 1997, Exhibit 10.1.
(10.14) Commercial Paper Agreement dated October 2, 1997 between Registrant
and Credit Suisse First Boston Corporation is hereby incorporated
by reference from the Registrant's Quarterly Report on Form 10-Q for
the quarter ended October 31, 1997, Exhibit 10.2.
(10.15) Issuing and Paying Agency Agreement dated October 2, 1997 between
Registrant and First Trust of New York, N.A. is hereby incorporated
by reference from the Registrant's Quarterly Report on Form 10-Q
for the quarter ended October 31, 1997, Exhibit 10.3.
14 of 19
(a)3. Exhibits (continued)
--------------------
(10.16) Amendment to the Series 1996-A Supplement to Master Pooling and
Servicing Agreement dated August 14, 1996 between Nordstrom
National Credit Bank, Nordstrom Credit, Inc. and Norwest Bank
Colorado, N.A., as trustee, dated December 10, 1997 is hereby
incorporated by reference from the Nordstrom Credit, Inc. Form
10-K for the year ended January 31, 1998, Exhibit 10.13.
(10.17) Second Amendment to the Series 1996-A Supplement to Master Pooling
and Servicing Agreement dated August 14, 1996 between Nordstrom
National Credit Bank, Nordstrom Credit, Inc. and Norwest Bank
Colorado, N.A., as trustee, dated July 23, 1998 is hereby
incorporated by reference from the Nordstrom Credit, Inc. Form 10-K
for the year ended January 31, 1999, Exhibit 10.12.
(10.18) First Amendment to the Credit Agreement dated July 24, 1997
between Registrant and a group of commercial banks, dated
September 16, 1998 is filed herein as an Exhibit.
(13.1) The Company's 1998 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 18
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 1998 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.
15 of 19
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/ Michael A. Stein
----------------------------------------------------
Michael A. Stein
Executive Vice President and Chief Financial Officer
(Principal Accounting and Financial Officer)
Date: March 22, 1999
--------------
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 Principal Executive Officer:
Financial Officer:
/s/ Michael A. Stein /s/ John J. Whitacre
------------------------------- --------------------------------
Michael A. Stein John J. Whitacre
Executive Vice President Chairman and Director
and Chief Financial Officer
Directors:
/s/ D. Wayne Gittinger /s/ Alfred E. Osborne, Jr.
------------------------------- ----------------------------------
D. Wayne Gittinger Alfred E. Osborne, Jr.
Director Director
/s/ Enrique Hernandez, Jr. /s/ William D. Ruckelshaus
------------------------------- ----------------------------------
Enrique Hernandez, Jr. William D. Ruckelshaus
Director Director
16 of 19
Directors (continued):
/s/ Ann D. McLaughlin /s/ Elizabeth Crownhart Vaughan
------------------------------- ----------------------------------
Ann D. McLaughlin Elizabeth Crownhart Vaughan
Director Director
/s/ John A. McMillan /s/ John J. Whitacre
------------------------------- ----------------------------------
John A. McMillan John J. Whitacre
Director Chairman of the Board of Directors
/s/ Bruce A. Nordstrom /s/ Bruce G. Willison
------------------------------- -----------------------------------
Bruce A. Nordstrom Bruce G. Willison
Director Director
/s/ John N. Nordstrom
-------------------------------
John N. Nordstrom
Director
Date: March 22, 1999
--------------
17 of 19
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, 33-28882, and 333-63403 on Form S-8 and in Registration Statement
333-69281 on Form S-3 of Nordstrom, Inc. of our reports dated March 12, 1999
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, 1999.
We have audited the consolidated financial statements of Nordstrom, Inc. and
subsidiaries as of January 31, 1999 and 1998, and for each of the three years
in the period ended January 31, 1999, and have issued our report thereon dated
March 12, 1999; such financial statements and report are included in your 1998
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 22, 1999
Seattle, Washington
18 of 19
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, 1997 $29,393 $51,352 $53,952 $26,793
January 31, 1998 $26,793 $40,440 $36,849 $30,384
January 31, 1999 $30,384 $23,827 $29,668 $24,543
19 of 19
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, 1989,
Exhibit A.
3.2 By-laws, as amended Incorporated by reference
from the Registrant's Form
10-K for the year ended
January 31, 1998, Exhibit
3.2.
4.1 Indenture between Registrant and Incorporated by reference
Norwest Bank Colorado, N.A., as from Registration No. 333-
trustee, dated March 11, 1998 47035, Exhibit 4.1.
4.2 Senior indenture between Registrant Incorporated by reference
and Norwest Bank Colorado, N.A., from Registration No. 333-
as trustee, dated January 13, 1999 69281, Exhibit 4.3.
4.3 Form of Subordinated Indenture Incorporated by reference
between Registrant and Norwest from Registration No. 333-
Bank Colorado, N.A., as trustee, 69281, Exhibit 4.4.
dated January 13, 1999
10.1 Operating Agreement dated August 30, Incorporated by reference
1991 between Nordstrom Credit, Inc from the Nordstrom Credit,
and 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, Incorporated by reference
1991 between Registrant and from the Registrant's
Nordstrom National Credit Bank Quarterly Report on Form
10-Q for the quarter ended
July 31, 1991, Exhibit 10.1.
10.3 Nordstrom Supplemental Retirement Plan Incorporated by reference
from the Registrant's Form
10-K for the year ended
January 31, 1993, Exhibit
10.3.
10.4 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.
10.5 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.
10.6 Master Pooling and Servicing Incorporated by reference
Agreement dated August 14, 1996 from the Registrant's
between Nordstrom National Credit Quarterly Report on Form
Bank and Norwest Bank Colorado, 10-Q for the quarter ended
N.A., as trustee October 31, 1996, Exhibit
10.1.
10.7 Series 1996-A Supplement to Master Incorporated by reference
Pooling and Servicing Agreement from the Registrant's
dated August 14, 1996 between Quarterly Report on Form
Nordstrom National Credit Bank, 10-Q for the quarter ended
Nordstrom Credit, Inc. and Norwest October 31, 1996, Exhibit
Bank Colorado, N.A., as trustee 10.2.
10.8 Transfer and Administration Agreement Incorporated by reference
dated August 14, 1996 between from the Registrant's
Nordstrom National Credit Bank, Quarterly Report on Form
Enterprise Funding Corporation and 10-Q for the quarter ended
Nationsbank, N.A. October 31, 1996, Exhibit
10.3.
10.9 Receivables Purchase Agreement Incorporated by reference
dated August 14, 1996 between from the Registrant's Form
Registrant and Nordstrom Credit, 10-K for the year ended
Inc. January 31, 1997, Exhibit
10.12.
10.10 1997 Nordstrom Stock Option Plan Incorporated by reference
from the Registrant's Report
on Form S-8, Registration No.
333-63403 filed on September
15, 1998.
10.11 Credit Agreement dated July 24, 1997 Incorporated by reference
between Registrant and a group from the Registrant's
of commercial banks Quarterly Report on Form 10-
Q for the quarter ended July
31, 1997, Exhibit 10.1.
10.12 Credit Agreement dated July 24, 1997 Incorporated by reference
between Nordstrom Credit, Inc. from the Nordstrom Credit,
and a group of commercial banks Inc. Quarterly Report on
Form 10-Q for the quarter
ended July 31, 1997, Exhibit
10.1.
10.13 Commercial Paper Dealer Agreement Incorporated by reference
dated October 2, 1997 between from the Registrant's
Registrant and Bancamerica Quarterly Report on Form
Securities, Inc. 10-Q for the quarter ended
October 31, 1997, Exhibit
10.1.
10.14 Commercial Paper Agreement dated Incorporated by reference
October 2, 1997 between Registrant from the Registrant's
and Credit Suisse First Boston Quarterly Report on Form
Corporation 10-Q for the quarter ended
October 31, 1997, Exhibit
10.2.
10.15 Issuing and Paying Agency Agreement Incorporated by reference
dated October 2, 1997 between from the Registrant's
Registrant and First Trust of New Quarterly Report on Form
York, N.A. 10-Q for the quarter ended
October 31, 1997, Exhibit
10.3.
10.16 Amendment to the Series 1996-A Incorporated by reference
Supplement to Master Pooling and from the Nordstrom Credit, Inc.
Servicing Agreement dated August Form 10-K for the year ended
14, 1996 between Nordstrom National January 31, 1998, Exhibit
Credit Bank, Nordstrom Credit, Inc. 10.13.
and Norwest Bank Colorado, N.A., as
trustee, dated December 10, 1997
10.17 Second Amendment to the Series 1996-A Incorporated by reference
Supplement to Master Pooling and from the Nordstrom Credit, Inc.
Servicing Agreement dated August Form 10-K for the year ended
14, 1996 between Nordstrom National January 31, 1999, Exhibit
Credit Bank, Nordstrom Credit, Inc. 10.12.
and Norwest Bank Colorado, N.A., as
trustee, dated July 23, 1998
10.18 First Amendment to the Credit Agreement Filed herewith electronically
dated July 24, 1997 between Registrant
and a group of commercial banks, dated
September 16, 1998
13.1 1998 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