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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, 2000
/ / 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.
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(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
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(Address of principal executive offices) (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 20, 2000, 130,827,260 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 $1.8 billion.
Documents Incorporated by Reference:
Portions of Nordstrom, Inc. 1999 Annual Report to Shareholders
(Parts I, II and IV)
Portions of Proxy Statement for 2000 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,
2000, the Company operated 71 large specialty stores in Alaska, Arizona,
California, Colorado, Connecticut, Georgia, Illinois, Indiana, Kansas, Maryland,
Michigan, Minnesota, New Jersey, New York, Ohio, Oregon, Pennsylvania, Rhode
Island, Texas, Utah, Virginia and Washington, selling a wide selection of
apparel, shoes and accessories for women, men and children.
The Company also operated 27 stores under the name "Nordstrom Rack" and one
clearance store. The Racks purchase merchandise directly from manufacturers, as
well as serving, in part, as outlets for clearance merchandise from the
Company's large specialty stores. The Racks are located in Arizona, 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.
On November 1, 1999, the Company established a new subsidiary, NORDSTROM.com, to
promote the rapid expansion of both its Internet commerce and catalog
businesses. The Company contributed assets and certain liabilities associated
with its Internet commerce and catalog businesses and $10 million in cash to the
subsidiary. Affiliates of Benchmark Capital and Madrona Investment Group,
collectively, contributed $16 million in cash to the new entity. The Company
owns approximately 81.4% of NORDSTROM.com, with Benchmark Capital and Madrona
Investment Group holding the remaining interest.
The first major endeavor in November 1999 by NORDSTROM.com was the launching of
the Internet site NORDSTROMSHOES.com, which offers on-line access to millions of
pairs of shoes. The launch was supported by a multimedia national advertising
campaign.
In March 2000, the Company opened a large specialty store in Buford, Georgia and
a new Rack store in Atlanta, Georgia. In May 2000, a new Rack store in Plano,
Texas is scheduled to open. In addition, the Company plans to open full-line
stores in Broomfield, CO; Frisco, TX; Roseville, CA; Chicago, IL; and Boca
Raton, FL, as well as Rack stores in Glendale, CA; Troy, MI; Honolulu, HI;
Spokane, WA; Los Angeles, CA; Hurst, TX; and Scottsdale, AZ, during 2000. The
Company's plans for 2000 also include the remodel of its Edison, NJ and Chicago,
IL full-line stores.
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Item 1. Business (continued)
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 1999 net purchases. The Company believes that it is not
dependent on any one supplier, and considers its relations with its suppliers to
be satisfactory.
The Company has approximately 100 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. During the year ended January 31, 2000, the Company
regularly employed on a full or part-time basis an average of approximately
40,000 employees. Due to the seasonal nature of the Company's business,
employment increased to approximately 47,000 employees in July, and
approximately 45,000 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, and 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 1999 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 46 Executive Vice 1990 None
President
Robert E. Campbell 44 Vice President and 1999 None
Treasurer
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Executive Officers of the Registrant (continued)
- ------------------------------------------------
Gail A. Cottle 48 Executive Vice 1985 None
President
Darren R. Jackson 35 Vice President 1998 None
Kevin T. Knight 44 Vice President, 1998 None
Chairman and Chief
Executive Officer of
Nordstrom Federal
Savings Bank, and
President of Nordstrom
Credit, Inc.
Michael G. Koppel 43 Vice President 1999 None
F. Richard Lennon 59 Vice President 2000 None
Robert J. Middlemas 43 Executive Vice 1993 None
President
Blake W. Nordstrom 39 Executive Vice 1991 Brother of Erik B. and Peter E.
President Nordstrom; son of Bruce A.
Nordstrom, a Director of the
Company; and nephew of D. Wayne
Gittinger, a Director of the
Company.
Erik B. Nordstrom 36 Executive Vice 1995 Brother of Blake W. and Peter E.
President Nordstrom; son of Bruce A.
Nordstrom, a Director of the
Company; and nephew of D. Wayne
Gittinger, a Director of the
Company.
J. Daniel Nordstrom 37 President of 1995 Brother of William E. Nordstrom; and
Nordstrom.com, LLC nephew of John N. Nordstrom, a
Director of the Company
Peter E. Nordstrom 37 Executive Vice 1995 Brother of Blake W. and Erik B.
President Nordstrom; son of Bruce A.
Nordstrom, a Director of the
Company; and nephew of D. Wayne
Gittinger, a Director of the
Company.
William E. Nordstrom 36 Executive Vice 1995 Brother of J. Daniel Nordstrom; and
President nephew of John N. Nordstrom, a
Director of the Company
James R. O'Neal 41 Executive Vice 1997 None
President
Michael A. Stein 50 Executive Vice 1998 None
President and Chief
Financial Officer
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Executive Officers of the Registrant (continued)
Susan A. Wilson 54 Executive Vice 1997 None
Tabor President
John J. Whitacre 47 Chairman of the 1989 None
Board of Directors
and Chief Executive
Officer
Martha S. Wikstrom 43 Executive Vice 1991 None
President
Jammie Baugh was named Executive Vice President of Human Resources on February
16, 2000. Prior thereto, she served as Executive Vice President - Northwest
General Manager since 1997, Executive Vice President - General Manager Southern
California since 1991, and General Manager Southern California since 1990.
Robert E. Campbell has been Vice President and Treasurer, Strategy and Planning
since May 1999. Prior thereto, he was responsible for the Company's investor
relations function since March 1998, and as Manager of Financial Accounting
since February 1997. Prior to joining Nordstrom Inc., Mr. Campbell served in
a number of financial positions with restaurant and retail companies based on
the West Coast.
Gail A. Cottle, Executive Vice President, was named President of Nordstrom
Product Group on February 16, 2000. Prior thereto, she served as Executive Vice
President - Nordstrom Product Group General Manager since 1996, at which time
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, children's apparel, and accessories product
development since 1992.
Darren R. Jackson has been Vice President, Chief Financial Officer for Full-
line Stores since May 1999. Prior thereto, he served as Vice President and
Treasurer since January 31, 1999, as Vice President - Strategic Planning since
August 1998, and as Planning Manager from February through August 1998. Prior to
joining Nordstrom Inc., he was the Chief Financial Officer for Carson Pirie
Scott & Co. since 1994.
Kevin T. Knight, Vice President of Nordstrom, Inc., Chairman and Chief Executive
Officer of Nordstrom Federal Savings Bank, President of Nordstrom Credit, Inc.,
and, as of February 16, 2000, was named President of Nordstrom Credit Group.
Prior thereto, he served as 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.
Michael G. Koppel was hired as Vice President and Corporate Controller on August
12, 1999. Prior to joining Nordstrom, he served as Chief Operating Officer of
CML Group, a specialty retail holding company. From 1997 through 1998, he was
Chief Financial Officer of Lids Corporation, a mall based specialty retailer.
From 1984 through 1997, he held a number of financial positions with the May
Department Stores, most recently as Vice President- Controller of its Filenes
division.
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Executive Officers of the Registrant (continued)
F. Richard Lennon was hired as Vice President and Chief Information Officer on
February 16, 2000. Prior to joining Nordstrom, Inc., he served as Vice President
and Chief Technology Officer for Brown-Forman Corporation, since 1988. His
responsiblities included a broad range of systems development, technology
planning, and telecommunications support.
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 was named Executive Vice President and President of Nordstrom
Rack Group on February 16, 2000. Prior thereto, he served as Co-President
responsible for credit, community relations, and Rack business unit since 1995
and as Vice President - General Manager Washington/Alaska since 1991.
Erik B. Nordstrom was named Executive Vice President - Northwest General Manager
on February 16, 2000. Prior thereto, he served as Co-President responsible for
Nordstrom Product Group since 1995 and as Store/Regional Manager - Minnesota
since 1992.
J. Daniel Nordstrom has been President of Nordstrom.com LLC since November 1999.
Prior thereto, he served as Co-President responsible for the direct sales
division since 1995 and as General Manager direct sales division since 1993.
Peter E. Nordstrom was named Executive Vice President - Director of Full-line
Store Merchandise Strategy for children's apparel, cosmetics, junior apparel,
lingerie, men's apparel and women's sportswear on February 16, 2000. Prior
thereto, he served as Co-President responsible for sales promotion, human
resources, and diversity affairs since 1995, and as Regional Manager - Orange
County since 1991.
William E. Nordstrom was named Executive Vice President - East Coast General
Manager on February 16, 2000. Prior thereto, he served as Co-President since
1995, as Corporate Merchandise Manager Accessories in 1995 and 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 has been Executive Vice President and Chief Financial Officer
of the Company since October 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 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.
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Executive Officers of the Registrant (continued)
John J. Whitacre has been Chairman of the Board of Directors 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, Executive Vice President, was named President of Full-line
Store Group on February 16, 2000. Prior thereto, she served as Executive Vice
President - Full-line Stores since May 1999,as Executive Vice President - East
Coast General Manager since 1997 and as Vice President - General Manager Capital
since 1991.
The officers are appointed 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, 2000:
Number of % of total store
stores square footage
--------- ----------------
Owned stores 21 23%
Leased stores 51 32
Owned on leased land 30 43
Partly owned & partly leased 2 2
--------- ----------------
104 100%
========= ================
The Company also operates nine merchandise distribution centers, six which are
owned, two which are 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 Group.
Certain other information required under this item is included in the following
sections of the Company's 1999 Annual Report to Shareholders, which sections are
incorporated by reference herein from Exhibit 13.1 of this report:
Note 8 in Notes to Consolidated Financial Statements
Note 11 in Notes to Consolidated Financial Statements
Retail Store Facilities
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Item 3. Legal Proceedings.
The information required under this item is included in the following section of
the Company's 1999 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 NYSE National
Market under the symbol "JWN." The approximate number of holders of Common Stock
as of March 20, 2000 was 87,000.
Certain other information required under this item with respect to stock prices
and dividends is included in the following sections of the Company's 1999 Annual
Report to Shareholders, which sections are incorporated by reference herein from
Exhibit 13.1 of this report:
Financial Highlights
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 Sections
of the Company's 1999 Annual Report to Shareholders, which sections are
incorporated by reference herein from Exhibit 13.1 of this report:
Note 1 in Notes to Consolidated Financial Statements
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 1999 Annual Report to Shareholders, which section is incorporated
by reference herein from Exhibit 13.1 of this report:
Management's Discussion and Analysis
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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, other than the investment in
marketable equity securities, have maturities of three months or less, the
Company believes that the risk of material loss is low, and that the carrying
amount approximates fair value. The Company's investment in marketable equity
securities is classified as available-for-sale and is recorded on the balance
sheet at fair value based upon the quoted market price with unrealized gains or
loss reported as a separate component of accumulated other comprehensive income.
The table below presents principal amounts, at book value, by year of maturity,
and related weighted average interest rates. The fair value of long-term debt
(including current maturities), is calculated using quoted market prices of the
same or similar issues with the same remaining term to maturity.
Total at Fair Value
January 31, January 31,
In thousands 2000 2001 2002 2003 2004 Thereafter 2000 2000 1999
- ------------------------------------------------------------------------------------------------------------------------------
INTEREST RATE RISK
LIABILITIES
Long-term debt - Fixed $ 57,776 $ 11,000 $ 76,750 -- -- $ 650,000 $ 795,526 $ 715,498 $ 893,872
Average interest
rate 7.6% 8.7% 7.3% -- -- 6.4% 6.6%
Certain other information required under this item is included in the following
sections of the Company's 1999 Annual Report to Shareholders, which sections are
incorporated by reference herein from Exhibit 13.1 of this report:
Note 1 in Notes to Consolidated Financial Statements
Note 6 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 1999 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
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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 2000 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 2000 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, 2000
Compensation and Stock Option Committee Report on the 1999 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 2000 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
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 2000 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
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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 1999 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, as amended and
restated, are hereby incorporated by reference from the Registrant's
Form 10-Q for the quarter ended April 30, 1999, Exhibit 3.1.
(3.2) By-laws of the Registrant, as amended and restated on May 18, 1999,
are hereby incorporated by reference from the Registrant's Form 10-Q
for the quarter ended April 30, 1999, 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.
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(a)3. Exhibits (continued)
(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.
(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) First 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.
(10.9) Second Amendment to the Series 1996-A Supplement to Master Pooling
and Servicing Agreement dated August 14, 1996, between Nordstrom
Credit, Inc., Nordstrom National Credit Bank and Norwest Bank
Colorado, N.A., as trustee, dated February 25, 1999, is hereby
incorporated by reference from the Nordstrom Credit, Inc. Form 10-Q
for the quarter ended April 30, 1999, Exhibit 10.1.
(10.10) 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.
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(a)3. Exhibits (continued)
(10.11) First Amendment to the Transfer and Administration Agreement dated
August 19, 1997 between Enterprise Funding Corporation, Nordstrom
National Credit Bank, The Financial Institutions From Time to Time
Parties Thereto, and Nationsbank, N.A. is hereby incorporated by
reference from the Registrant's Form 10-Q for the quarter ended
April 30, 1999, Exhibit 10.1.
(10.12) Second Amendment to the Transfer and Administration Agreement dated
July 23, 1998 between Enterprise Funding Corporation, Nordstrom
National Credit Bank, The Financial Institutions From Time to Time
Parties Thereto, and Nationsbank, N.A. is hereby incorporated by
reference from the Registrant's Form 10-Q for the quarter ended
April 30, 1999, Exhibit 10.2.
(10.13) 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.
(10.14) 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.
(10.15) Amendment to the Nordstrom, Inc. 1997 Stock Option Plan is hereby
incorporated by reference from the Registrant's Form 10-Q for the
quarter ended April 30, 1999, Exhibit 10.4.
(10.16) The Nordstrom, Inc. Profit Sharing and Employee Deferral
Retirement Plan is hereby incorporated by reference from the
Registrant's Report on Form S-8, Registration No. 333-79791 filed
on June 2, 1999.
(10.17) Amended and Restated Revolving Credit Facility between Registrant
and a group of commercial banks, dated October 15, 1999 is hereby
incorporated by reference from the Registrant's Form 10-Q for the
quarter ended October 31, 1999, Exhibit 10.1.
(10.18) 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.
(10.19) 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.
(10.20) 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.
(10.21) Joint Venture Agreement between Nordstrom, Inc. and Nordstorm.com,
Inc. dated as of August 24, 1999 is filed herein as an Exhibit.
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(a)3. Exhibits (continued)
(10.22) Credit Agreement dated as of February 29, 2000, between 1700 Seventh
L.P., several lenders from time to time party thereto, with Bank of
America, N.A. as Administrative Agent and as Project Administrative
Agent, is filed herein as an Exhibit.
(10.23) Guaranty Agreement dated as of February 29, 2000, between
Registrant, Bank of America, N.A., and the Lenders party to the
Credit Agreement (described in 10.22 above), is filed herein as an
Exhibit.
(13.1) The Company's 1999 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
1999 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.
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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 Financial Officer)
Date: April 6, 2000
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 Officer: Principal Executive Officer:
/s/ Michael G. Koppel /s/ John J. Whitacre
------------------------------- ----------------------------------
Michael G. Koppel John J. Whitacre
Vice President and Chairman of the Board
Corporate Controller of Directors and Director
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
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17
Directors (continued):
/s/ Ann D. McLaughlin /s/ Elizabeth Crownhart Vaughan
------------------------------- ----------------------------------
Ann D. McLaughlin Elizabeth Crownhart Vaughan
Director Director
/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: April 6, 2000
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18
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, 333-63403, and 333-79791 on Form S-8 and in Registration Statement
333-69281 on Form S-3 of Nordstrom, Inc. of our reports dated March 10, 2000
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, 2000.
We have audited the consolidated financial statements of Nordstrom, Inc. and
subsidiaries as of January 31, 2000 and 1999, and for each of the three years in
the period ended January 31, 2000, and have issued our report thereon dated
March 10, 2000; such financial statements and report are included in your 1999
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
Seattle, Washington
April 6, 2000
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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, 1998 $26,793 $40,440 $36,849 $30,384
January 31, 1999 $30,384 $23,827 $29,668 $24,543
January 31, 2000 $24,543 $11,707 $20,412 $15,838
19 of 19
20
NORDSTROM INC. AND SUBSIDIARIES
Exhibit Index
Exhibit Method of Filing
- ------- ----------------
3.1 Articles of Incorporation Incorporated by reference from the
as amended and restated Registrant's Form 10-Q for the quarter
ended April 30, 1999, Exhibit 3.1.
3.2 By-laws, as amended and Incorporated by reference from the
restated on May 18, 1999 Registrant's Form 10-Q for the quarter
ended April 30, 1999, Exhibit 3.2.
4.1 Indenture between Registrant and Incorporated by reference from Registration
Norwest Bank Colorado, N.A., as No. 333-47035, Exhibit 4.1.
trustee, dated March 11, 1998
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 from the
1991 between Nordstrom Credit, Inc. Nordstrom Credit, Inc. Quarterly Report
and Nordstrom National Credit Bank 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 from the
1991 between Registrant and Registrant's Quarterly Report on Form
Nordstrom National Credit Bank 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 from the
Incentive Plan 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 from the
Agreement dated August 14, 1996 Registrant's Quarterly Report on
between Nordstrom National Credit Form 10-Q for the quarter ended
Bank and Norwest Bank Colorado, October 31, 1996, Exhibit 10.1.
N.A., as trustee
21
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 First 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
10.9 Second Amendment to the Series 1996-A Incorporated by reference
Supplement to Master Pooling and from the Nordstrom Credit,
Servicing Agreement dated August Inc. Form 10-Q for the quarter
14, 1996, between Nordstrom Credit, ended April 30, 1999, Exhibit 10.1.
Inc., Nordstrom National Credit Bank
and Norwest Bank Colorado, N.A., as
trustee, dated February 25, 1999
10.10 Transfer and Administration Agreement Incorporated by reference from the
dated August 14, 1996 between Registrant's Quarterly Report on
Nordstrom National Credit Bank, Form 10-Q for the quarter ended
Enterprise Funding Corporation and October 31, 1996, Exhibit 10.3.
Nationsbank, N.A.
10.11 First Amendment to the Transfer and Incorporated by reference from the
Administration Agreement dated Registrant's Form 10-Q for the
August 19, 1997 between Enterprise quarter ended April 30, 1999,
Funding Corporation, Nordstrom Exhibit 10.1.
National Credit Bank, The Financial
Institutions From Time to Time
Parties Thereto, and Nationsbank, N.A.
10.12 Second Amendment to the Transfer and Incorporated by reference from the
Administration Agreement dated July Registrant's Form 10-Q for the
23, 1998 between Enterprise Funding quarter ended April 30, 1999,
Corporation, Nordstrom National Exhibit 10.2.
Credit Bank, The Financial
Institutions From Time to Time
Parties Thereto, and Nationsbank, N.A.
10.13 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.
10.14 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.
22
10.15 Amendment to the Nordstrom, Inc. Incorporated by reference from the
1997 Stock Option Plan Registrant's Form 10-Q for the quarter
ended April 30, 1999, Exhibit 10.4.
10.16 The Nordstrom, Inc. Profit Sharing Incorporated by reference from the
and Employee Deferral Retirement Registrant's Report on Form S-8,
Plan is hereby Registration No. 333-79791 filed
on June 2, 1999.
10.17 Amended and Restated Revolving Incorporated by reference from the
Credit Facility between Registrant Registrant's Form 10-Q for the
and a group of commercial banks, quarter ended October 31, 1999,
dated October 15, 1999 Exhibit 10.1.
10.18 Commercial Paper Dealer Agreement Incorporated by reference from the
dated October 2, 1997 between Registrant's Quarterly Report on
Registrant and Bancamerica Form 10-Q for the quarter ended
Securities, Inc. October 31, 1997, Exhibit 10.1.
10.19 Commercial Paper Agreement dated Incorporated by reference from the
October 2, 1997 between Registrant Registrant's Quarterly Report on
and Credit Suisse First Boston Form 10-Q for the quarter ended
Corporation October 31, 1997, Exhibit 10.2.
10.20 Issuing and Paying Agency Agreement Incorporated by reference from the
dated October 2, 1997 between Registrant's Quarterly Report on
Registrant and First Trust of New Form 10-Q for the quarter ended
York, N.A. October 31, 1997, Exhibit 10.3.
10.21 Joint Venture Agreement between Filed herewith electronically
Nordstrom, Inc. and Nordstorm.com,
Inc. dated as of August 24, 1999
10.22 Credit Agreement dated as of Filed herewith electronically
February 29, 2000, between 1700
Seventh L.P., several lenders from
time to time party thereto, with Bank
of America, N.A. as Administrative
Agent and, as Project Administrative
Agent,
10.23 Guaranty Agreement dated as of Filed herewith electronically
February 29, 2000, between Registrant,
Bank of America, N.A., and the Lenders
party to the Credit Agreement
(described in 10.22 above),
13.1 1999 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 as page 18 of this report
27.1 Financial Data Schedule Filed herewith electronically