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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, 2001
[ ] 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 19, 2001, 133,801,918 shares of common stock were outstanding, and the
aggregate market value of those shares (based upon the closing price as reported
by NYSE) held by non-affiliates was approximately $1.5 billion.
Documents Incorporated by Reference:
Portions of Nordstrom, Inc. 2000 Annual Report to Shareholders
(Parts I, II and IV)
Portions of Proxy Statement for 2001 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,
2001, the Company operated 77 large specialty stores in Alaska, Arizona,
California, Colorado, Connecticut, Florida, 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 37 stores under the name "Nordstrom Rack" and one
clearance store. The Nordstrom Rack stores purchase merchandise directly from
manufacturers, as well as serving, in part, as outlets for clearance merchandise
from the Company's large specialty stores. The Nordstrom Rack stores are located
in Arizona, California, Colorado, Georgia, Hawaii, Illinois, Maryland, Michigan,
Minnesota, New York, Oregon, Pennsylvania, Texas, Utah, Virginia and Washington.
The Company also operated 2 free-standing shoe stores located in Hawaii and 3
Specialty Boutiques in New York and California under the name "Faconnable". As a
result of the acquisition of Faconnable, S.A. of Nice, France in October 2000,
the Company also operates 20 Faconnable boutiques located primarily in Europe.
Faconnable is a wholesaler and retailer of high quality men's and women's
apparel and accessories.
On November 1, 1999, the Company established a subsidiary to operate its
Internet commerce and catalog businesses, Nordstrom.com, LLC. The Company
contributed certain assets and liabilities associated with its Internet commerce
and catalog businesses, and $10 million in cash. Venture funds associated with
Benchmark Capital and Madrona Investment Group, collectively, contributed $16
million in cash to the new entity. At January 31, 2001, the Company owns
approximately 81.4% of Nordstrom.com, LLC, with Benchmark Capital and Madrona
Investment Group collectively holding the remaining interest through their
ownership interests in Nordstrom.com, LLC's managing member, Nordstrom.com, Inc.
The holders of the minority interest of Nordstrom.com LLC, have the right to
sell their shares of Nordstrom.com LLC, to the Company for $80 million in the
event that certain events do not occur. This right will terminate without any
further action by either party if the Company provides at least $100 million in
additional funding to Nordstrom.com, Inc. prior to July 1, 2002 or if
Nordstrom.com, Inc. completes an initial public offering of its common stock
prior to September 1, 2002.
In March 2001, the Company opened a large specialty store in Hurst, Texas and a
new Nordstrom Rack store in Los Angeles, California. A new Nordstrom Rack store
is scheduled to open in Broomfield, Colorado in April 2001. In addition, the
Company plans to open Full-Line stores in Columbus, Ohio; Tampa, Florida and
Chandler, Arizona, as well as Nordstrom Rack stores in Roseville, San Francisco
and Oxnard, California; Grand Rapids, Michigan; Dulles, Virginia and Henderson,
Nevada during fiscal 2001.
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Item 1. Business (continued)
- -----------------------------
The west coast and the east coast of the United States are the markets in which
the Company has the largest presence. An economic downturn or other significant
event within one of these 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 2% of 2000 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 70 trademarks. The loss or abandonment of the
Federally registered names "Nordstrom" or "Faconnable" would materially impact
the business of the Company. The loss or abandonment of the Federally registered
trademarks "Brass Plum", "Caslon", "Classiques Entier", "Halogen" and "Talora"
may impact the business of the Company, but not in a material manner. With the
exception of the above mentioned Federally registered trademarks, the loss or
abandonment of any particular trademark would have little, if any, impact on the
business 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 fiscal year ended January 31, 2001, the
Company regularly employed on a full or part-time basis an average of
approximately 43,000 employees. Due to the seasonal nature of the Company's
business, employment increased to approximately 49,000 employees in July, 2000
and December, 2000.
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 2000 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 15 in Notes to Consolidated Financial Statements
Retail Store Facilities
Executive Officers of the Registrant
- ------------------------------------
Officer
Name Age Title Since Family Relationship
- -------------------- --- -------------- ------- -------------------
Jammie Baugh 48 Executive Vice 1990 None
President
Mark S. Brashear 39 Executive Vice 2001 None
President
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Executive Officers of the Registrant (continued)
- ------------------------------------------------
Robert E. Campbell 45 Vice President and 1999 None
Treasurer
Gail A. Cottle 49 Executive Vice 1985 None
President
Dale Cameron (Crichton) 52 Executive Vice 1985 None
President
Linda Toschi Finn 53 Executive Vice 1998 None
President
Kevin T. Knight 45 Executive Vice 1998 None
President, Chairman
And Chief Executive
Officer of Nordstrom fsb,
And President of Nordstrom
Credit, Inc.
Michael G. Koppel 44 Vice President 1999 None
Corporate Controller
And Acting Chief Financial
Officer
Llynn (Len) A. Kuntz 40 Executive Vice 1998 None
President
Robert J. Middlemas 44 Executive Vice 1993 None
President
Blake W. Nordstrom 40 President 1991 Brother of Erik B. and Peter E.
Nordstrom; son of Bruce A.
Nordstrom, a Director of the
Company; and nephew of D. Wayne
Gittinger, a Director of the
Company.
Bruce A. Nordstrom 67 Chairman of the 1966 Father of Blake W., Erik B. and
Board of Directors Peter E. Nordstrom; cousin
of John N. Nordstrom, a Director
of the Company and Brother-in-law
of D. Wayne Gittinger, a Director
of the Company.
Erik B. Nordstrom 37 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.
Peter E. Nordstrom 39 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.
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Executive Officers of the Registrant (continued)
- ------------------------------------------------
James R. O'Neal 42 Executive Vice 1997 None
President
R. Michael Richardson 44 Vice President 2001 None
and Chief Information
Officer
K.C. (Karen) Shaffer 47 Executive Vice 2001 None
President
Joel T. Stinson 51 Executive Vice 1996 None
President and
Chief Administrative
Officer
Delena M. Sunday 40 Executive Vice 1998 None
President
Susan A. Wilson 55 Executive Vice 1997 None
Tabor President
Michael A. Tam 44 Executive Vice 2001 None
President
Geevy S.K. Thomas 36 Executive Vice 1998 None
President
Jammie Baugh was named Executive Vice President of Human Resources in February
2000. Prior thereto, she served as Executive Vice President and Northwest
General Manager since May 1997, Executive Vice President and General Manager
Southern California since 1991, and Vice President and General Manager Southern
California since 1990.
Mark S. Brashear was named Executive Vice President and Southwest General
Manager of the Full-Line Store Group in February 2001. In April 1999, he was
promoted to Division Vice President and Strategic Planning Manager of the
Southwest Business Unit. Mr. Brashear has been responsible for strategic
planning since February 1998, when he was named Strategic Planning Manager for
California and the Southwest. Prior thereto, Mr. Brashear held various store
management positions with the Company.
Robert E. Campbell was named Vice President of Strategy and Planning and
Treasurer in May 1999. Prior thereto, he was involved with corporate strategy
and planning and was responsible for the Company's investor relations function
since March 1998, and served as Manager of Financial Analysis 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.
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Executive Officers of the Registrant (continued)
- ------------------------------------------------
Gail A. Cottle, Executive Vice President, was named President of Nordstrom
Product Group in February 2000. Prior thereto, she served as Executive Vice
President - Nordstrom Product Group General Manager since 1996. From 1992 to
1996, she was Executive Vice President of women's apparel, children's apparel,
and accessories product development. The Faconnable business unit was added to
the Nordstrom Product Group in 1999 and worldwide operations began reporting to
the Nordstrom Product Group, upon the acquisition of Faconnable, in October
2000.
Dale Cameron (Crichton) was named Executive Vice President and Corporate
Merchandise Manager, Cosmetics, in February 1998. Prior thereto, she served as
Vice President, and Corporate Merchandise Manager, Cosmetics and Gifts since
March 1985.
Linda T. Finn was named Executive Vice President of Marketing in September 2000.
She was promoted to Vice President and Marketing Director for the Full-Line
Store Group in October 1999. Ms. Finn has been responsible for the development
of the Company's marketing strategies since May 1998 when she was named Vice
President of Sales Promotion. Prior thereto, she held various management
positions with the Company in the areas of corporate advertising and sales
promotions.
Kevin T. Knight has been an Executive Vice President of Nordstrom, Inc. since
September 2000, and also serves as Chairman and Chief Executive Officer of
Nordstrom fsb, President of Nordstrom Credit, Inc., and, as of February 2000,
was named President of Nordstrom Credit Group. Prior thereto, he served as
President of Nordstrom fsb (formerly 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, Corporate Controller and
Principal Accounting Officer in August 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.
Llynn (Len) A. Kuntz was named Executive Vice President and Northwest General
Manager of the Full-Line Store Group in February 2001. Prior thereto, he served
as Vice President and Director of the Full-Line Store Strategy Group since May
1999, as Vice President, and East Coast Regional Manager since February
1998, and as General Manager of the Northeast Region since 1995.
Robert J. Middlemas has been Executive Vice President and Central States General
Manager since November 1997. Prior thereto, he served as Vice President and
Central States General Manager since 1993.
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Executive Officers of the Registrant (continued)
- ------------------------------------------------
Blake W. Nordstrom was named President of the Company in August 2000. From
February 2000 until his appointment as President, he served as Executive Vice
President and President of Nordstrom Rack Group. Prior thereto, he served as
Co-President responsible for credit, community relations, operations, shoes and
Nordstrom Rack business units since June 1995 and as Vice President and General
Manager Washington/Alaska since 1991.
Bruce A. Nordstrom was named Chairman of the Board of Directors in August 2000.
He has served as a Director of the Company since 1966, and served as Co-Chairman
of the Board of Directors from 1971 until 1995. Mr. Nordstrom is the grandson of
the Company founder and, with his cousins John N. Nordstrom and James F.
Nordstrom and his former brother-in-law John A. McMillan, he assumed leadership
of the company from the second generation in 1968.
Erik B. Nordstrom was named Executive Vice President of Full-Line Stores in
August 2000. Prior thereto, he served as Executive Vice President and Northwest
General Manager since February 2000, as Co-President responsible for Nordstrom
Product Group since June 1995 and as Store/Regional Manager - Minnesota since
1992.
Peter E. Nordstrom was named Executive Vice President and President of Full-Line
Stores in September 2000. Prior thereto, he served as Executive Vice President
and Director of Full-Line Store Merchandise Strategy for children's apparel,
cosmetics, junior apparel, lingerie, hosiery, men's apparel and women's
activewear since February 2000, as Co-President responsible for sales promotion,
human resources, and diversity affairs since June 1995, and as Regional Manager
of the Orange County area since 1991.
James R. O'Neal was named Executive Vice President and General Manager of the
East Coast in August 2000. Prior thereto, he served as Executive Vice President
and Southwest General Manager since November 1997, as Vice President -- Northern
California since February 1997, as General Manager Northern California from 1995
to 1997, and as City Regional Manager from 1993 to 1995.
R. Michael Richardson was named Vice President and Chief Information Officer in
February 2001, and is responsible for leading the Company's corporate
information technology (IT) initiatives. Prior thereto, he served as Division
Vice President of Enterprise Development and Architecture since October 1998,
and as IT Development Manager of the Nordstrom Product Group since October 1997.
Mr. Richardson has also served as IT Development Manager for various corporate
departments since 1992.
K.C. (Karen) Shaffer was named Executive Vice President and General Merchandise
Manager of the Nordstrom Rack Group in February 2001. She has also served as
Division Vice President and Northwest Regional Manager of the Nordstrom Rack
Division since April 1999 and as Regional Manager, Northwest, Nordstrom Rack
Division since June 1998. Prior thereto, Ms. Shaffer held various management
Positions with the Company at the department, store and regional levels.
Joel T. Stinson was named Executive Vice President and Chief Administrative
Officer in September 2000, and is responsible for overseeing the areas of
information technology, operations and logistics, legal, store planning and real
estate. Prior thereto, he served as Vice President of Operations since May 1995
and as Corporate Operations Manager since 1993.
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Executive Officers of the Registrant (continued)
- ------------------------------------------------
Delena M. Sunday was named Executive Vice President of Diversity Affairs in
September 2000. Ms. Sunday has been responsible for the Company's diversity
initiatives since 1996 when she was named Director of Diversity Affairs and then
promoted to Vice President of Diversity Affairs in February 1998. Prior thereto,
Ms. Sunday held various management positions with the Company at the department,
store and regional levels.
Susan A. Wilson Tabor was named Executive Vice President and President of the
Nordstrom Rack Division in September 2000. Prior thereto, she served as
Executive Vice President and Nordstrom Rack General Manager since February 1998,
as Vice President and Nordstrom Rack General Manager from February 1997 to
February 1998, and served as Nordstrom Rack General Manager from 1993 to
February 1997.
Michael A. Tam was named Executive Vice President in February 2001. Mr. Tam
joined the Company in April 1999 as Division Vice President and
Director of Brands for the Nordstrom Product Group. Prior to joining
the Company, he was Vice President of Retail Marketing for Starbucks Corp.
from October 1996 to March 1999, and Senior Vice President, Chief Marketing
Officer for McDonald's Corp. Japan from December 1994 to October 1996.
Geevy S.K. Thomas was named Executive Vice President and General Merchandise
Manager of Full-Line Stores in February 2001, and is responsible for merchandise
strategy for women's apparel, shoes, and accessories. He also served as
Executive Vice President of Full-Line Stores and Director of Merchandising
Strategy since February 2000, as Vice President and Director of Merchandising
Strategy since May 1999, Vice President and Regional Manager of Orange County
and Los Angeles since February 1998, and as General Manager of Los Angeles since
February 1997. Prior thereto, Mr. Thomas has also held various general, regional
and store management positions with the Company.
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, 2001:
Number of % of total store
stores square footage
--------- ----------------
Owned stores 24 23%
Leased stores 82 34
Owned on leased land 32 41
Partly owned & partly leased 2 2
---- -----
140 100%
==== =====
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Item 2. Properties (continued)
- -------------------------------
The Company also operates nine merchandise distribution centers, six of which
are owned, two of which are leased, and one of 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 that serves as the principal
offices of Nordstrom fsb and Nordstrom Credit, Inc.
Certain other information required under this item is included in the following
sections of the Company's 2000 Annual Report to Shareholders, which sections are
incorporated by reference herein from Exhibit 13.1 of this report:
Note 9 in Notes to Consolidated Financial Statements
Note 12 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 2000 Annual Report to Shareholders, which section is incorporated
by reference herein from Exhibit 13.1 of this report:
Note 16 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 New York Stock
Exchange under the symbol "JWN." The approximate number of holders of Common
Stock as of March 19, 2001 were 60,000.
Certain other information required under this item with respect to stock prices
and dividends is included in the following sections of the Company's 2000 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 17 in Notes to Consolidated Financial Statements
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Item 6. Selected Financial Data.
- ---------------------------------
The information required under this item is included in the following Sections
of the Company's 2000 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 2000 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, and that the
carrying amount approximates fair value.
The majority of the Company's revenue, expense and capital expenditures are
transacted in United States dollars. However, the Company periodically enters
into foreign currency purchase orders for apparel and shoes denoted in Italian
Lira. The Company uses forward contracts to hedge against fluctuations in
foreign currency prices. The amounts of these contracts are immaterial. The use
of derivatives is limited to only those financial instruments that have been
authorized by the Company's Acting Chief Financial Officer and approved by the
Finance Committee.
In addition, the functional currency of Faconnable, S.A. of Nice, France is the
French Franc. Assets and liabilities of Faconnable are translated into U.S.
dollars at the exchange rate prevailing at the end of the period. Income and
expenses are translated into U.S. dollars at the exchange rate prevailing on the
respective dates of the transactions. The effects of changes in foreign currency
exchange rates are included in other comprehensive earnings.
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Item 7A. Quantitative and Qualitative Disclosures About Market Risk (continued)
- --------------------------------------------------------------------------------
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 2001 2002 2003 2004 2005 Thereafter 2001 2001 2000
- ---------------------------------------------------------------------------------------------------------------------------------
INTEREST RATE RISK
LIABILITIES
Long-term debt - Fixed $12,586 $131,150 $1,157 $1,224 $400,208 $565,971 $1,112,296 $1,031,282 $715,498
Average interest
rate 8.5% 6.9% 7.0% 7.1% 8.4% 6.4% 7.2%
Certain other information required under this item is included in the following
sections of the Company's 2000 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 7 in Notes to Consolidated Financial Statements
Note 17 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 2000 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 2001 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 2001 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, 2001
Compensation and Stock Option Committee Report on the 2000 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 2001 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 2001 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 21
Schedule II - Valuation and Qualifying Accounts 22
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 2000 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 August 31,
2000, are filed herein as an exhibit.
(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) 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.
(10.2) 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.
(10.3) 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.
(10.4) 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.
(10.5) 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.
(10.6) 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.
(10.7) 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.
(10.8) 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.
(10.9) 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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16
(a)3. Exhibits (continued)
--------------------
(10.10) 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.
(10.11) 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.
(10.12) 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.
(10.13) 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.
(10.14) 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.
(10.15) 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.
(10.16) 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.
(10.17) 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.
(10.18) 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.
(10.19) Joint Venture Agreement between Nordstrom, Inc. and Nordstorm.com,
Inc. dated as of August 24, 1999 is hereby incorporated by reference
from the Registrant's Form 10-K for the year ended January 31, 2000,
Exhibit 10.21.
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17
(a)3. Exhibits (continued)
--------------------
(10.20) 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 hereby incorporated by reference from the Registrant's
Form 10-K for the year ended January 31, 2000, Exhibit 10.22.
(10.21) 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 hereby incorporated
by reference from the Registrant's Form 10-K for the year ended
January 31, 2000, Exhibit 10.23.
(10.22) Third Amendment to the Transfer and Administration Agreement dated
August 11, 1999 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 Quarterly Report on Form 10-Q for
the quarter ended July 31, 2000, Exhibit 10.1.
(10.23) Fourth Amendment to the Transfer and Administration Agreement dated
March 1, 2000 between Enterprise Funding Corporation, Nordstrom fsb,
The Financial Institutions From Time to Time Parties Thereto, and
Nationsbank, N.A. is hereby incorporated by reference from the
Registrant's Quarterly Report on Form 10-Q for the quarter ended
July 31, 2000, Exhibit 10.2.
(10.24) Fifth Amendment to the Transfer and Administration Agreement dated
July 20, 2000 between Enterprise Funding Corporation, Nordstrom fsb,
The Financial Institutions From Time to Time Parties Thereto, and
Nationsbank, N.A. is hereby incorporated by reference from the
Registrant's Quarterly Report on Form 10-Q for the quarter ended
July 31, 2000, Exhibit 10.3.
(10.25) First Amendment to the Master Pooling and Servicing Agreement dated
March 1, 2000, between Nordstrom fsb and Wells Fargo Bank West,
N.A., as trustee, is hereby incorporated by reference from the
Registrant's Quarterly Report on Form 10-Q for the quarter ended
July 31, 2000, Exhibit 10.4.
(10.26) Share Purchase and Contribution Agreement dated as of September 27,
2000 by and among Nordstrom, Inc., Nordstrom European Capital Group,
and the Selling Shareholders of Faconnable, S.A., is hereby
incorporated by reference to Exhibit 2.1 to the Registrant's
Registration Statement on Form S-3, Registration No. 333-50028 filed
on November 15, 2000.
(10.27) Amendment to the Share Purchase and Contribution Agreement dated as
of October 20, 2000 by and among Nordstrom, Inc., Nordstrom European
Capital Group, and the Selling Shareholders of Faconnable, S.A., is
hereby incorporated by reference to Exhibit 2.2 to the Registrant's
Registration Statement on Form S-3, Registration No. 333-50028 filed
on November 15, 2000.
(10.28) The Put Agreement dated November 1, 1999 between Nordstrom, Inc. and
the holders of the Series C Preferred Stock of Nordstrom.com, Inc.
is hereby incorporated by reference from the Registrant's Quarterly
Report on Form 10-Q for the quarter ended October 31, 2000, Exhibit
10.3.
(13.1) The Company's 2000 Annual Report to Shareholders is filed herein as
an Exhibit.
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18
(a)3. Exhibits (continued)
--------------------
(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 21
of this report.
All other exhibits are omitted because they are not applicable, not
required, or because the required information is included in the Company's
2000 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.
The Company filed a Form 8-K on September 7, 2000 to announce senior
management changes. The Company also filed a Form 8-K on October 11,
2000 to announce non-recurring charges and third quarter earnings
expectations.
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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 G. Koppel
----------------------------------------------------
Michael G. Koppel
Vice President and Corporate Controller
Date: April 11, 2001
--------------
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 Financial and Principal Executive Officer:
Accounting Officer:
/s/ Michael G. Koppel /s/ Bruce A. Nordstrom
------------------------------- ---------------------------------
Michael G. Koppel Bruce A. Nordstrom
Vice President, Chairman of the Board
Corporate Controller of Directors and Director
and Acting Chief
Financial Officer
Directors:
/s/ D. Wayne Gittinger /s/ John N. Nordstrom
------------------------------- ----------------------------------
D. Wayne Gittinger John N. Nordstrom
Director Director
/s/ Enrique Hernandez, Jr. /s/ Alfred E. Osborne, Jr.
------------------------------- ----------------------------------
Enrique Hernandez, Jr. Alfred E. Osborne, Jr.
Director Director
19 of 22
20
Directors (continued):
/s/ Ann McLaughlin Korologos /s/ William D. Ruckelshaus
------------------------------- ----------------------------------
Ann McLaughlin Korologos William D. Ruckelshaus
Director Director
/s/ John A. McMillan /s/ Bruce G. Willison
------------------------------- ----------------------------------
John A. McMillan Bruce G. Willison
Director Director
Date: April 11, 2001
--------------
20 of 22
21
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 Statement Nos.
33-18321, 333-63403, 333-40064, 333-40066 and 333-79791 on Form S-8 and in
Registration Statement Nos. 333-69281 and 333-50028 on Form S-3 of Nordstrom,
Inc. of our reports dated March 21, 2001 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, 2001.
We have audited the consolidated financial statements of Nordstrom, Inc. and
subsidiaries as of January 31, 2001 and 2000, and for each of the three years in
the period ended January 31, 2001, and have issued our report thereon dated
March 21, 2001; such financial statements and report are included in your 2000
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.
/s/Deloitte & Touche LLP
Seattle, Washington
April 11, 2001
21 of 22
22
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, 1999 $30,384 $23,827 $29,668 $24,543
January 31, 2000 $24,543 $11,707 $20,412 $15,838
January 31, 2001 $15,838 $20,369 $19,676 $16,531
22 of 22
23
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 Filed herewith electronically
restated on August 31, 2000
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 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.
10.2 Nordstrom Supplemental Retirement Plan Incorporated by reference from the
Registrant's Form 10-K for
the year ended January 31,
1993, Exhibit 10.3.
10.3 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.
10.4 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.
10.5 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
24
10.6 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.
10.7 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
10.8 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
10.9 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.
10.10 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.
10.11 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.
10.12 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.
10.13 1997 Nordstrom Stock Option Plan Incorporated by reference from the
Registrant's Form 10-Q for the quarter
Ended April 30, 1999, Exhibit 10.4.
10.14 The Nordstrom, Inc. Profit Sharing Incorporated by reference from the
and Employee Deferral Retirement Registrant's Report on Form S-8,
Plan Registration No. 333-79791 filed
on June 2, 1999.
25
10.15 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.
10.16 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.
10.17 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.
10.18 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.
10.19 Joint Venture Agreement between Incorporated by reference from the
Nordstrom, Inc. and Nordstorm.com, Registrant's Form 10-K for the
Inc. dated as of August 24, 1999 year ended January 31, 2000,
Exhibit 10.21.
10.20 Credit Agreement dated as of Incorporated by reference from the
February 29, 2000, between 1700 Registrant's Form 10-K for the
Seventh L.P., several lenders from year ended January 31, 2000,
time to time party thereto, with Bank Exhibit 10.22.
of America, N.A. as Administrative Agent
and as Project Administrative Agent
10.21 Guaranty Agreement dated as of Incorporated by reference from the
February 29, 2000, between Registrant, Registrant's Form 10-K for the
Bank of America, N.A., and the Lenders year ended January 31, 2000,
party to the Credit Agreement(described Exhibit 10.23.
in 10.20 above),
10.22 Third Amendment to the Transfer Incorporated by reference from the
and Administration Agreement dated Registrant's Form 10-Q for the
August 11, 1999 between Enterprise quarter ended July 31, 2000,
Funding Corporation, Nordstrom National Exhibit 10.1.
Credit Bank, The Financial Institutions
From Time to Time Parties Thereto, and
Nationsbank, N.A.
10.23 Fourth Amendment to the Transfer and Incorporated by reference from the
Administration Agreement dated Registrant's Form 10-Q for the
March 1, 2000 between Enterprise quarter ended July 31, 2000,
Funding Corporation, Nordstrom fsb, Exhibit 10.2.
The Financial Institutions From Time
to Time Parties Thereto, and Nationsbank, N.A.
10.24 Fifth Amendment to the Transfer and Incorporated by reference from the
Administration Agreement dated Registrant's Form 10-Q for the
July 20, 2000 between Enterprise quarter ended July 31, 2000,
Funding Corporation, Nordstrom fsb, Exhibit 10.3.
The Financial Institutions From Time
to Time Parties Thereto, and Nationsbank, N.A.
26
10.25 First Amendment to the Master Pooling Incorporated by reference from the
and Servicing Agreement dated Registrant's Form 10-Q for the
March 1, 2000, between Nordstrom fsb quarter ended July 31, 2000,
and Wells Fargo Bank West, N.A., Exhibit 10.4.
as trustee.
10.26 Share Purchase and Contribution Incorporated by reference from the
Agreement dated as of September Registrant's Form S-3,
27, 2000 by and among Nordstrom, Inc., Registration No. 333-50028
Nordstrom European Capital Group, filed on November 15, 2000,
and the Selling Shareholders of Exhibit 2.1.
Faconnable, S.A.
10.27 Amendment to the Share Purchase and Incorporated by reference from the
Contribution Agreement dated as of Registrant's Form S-3,
October 20, 2000 by and among Registration No. 333-50028
Nordstrom, Inc., Nordstrom European filed on November 15, 2000,
Capital Group, and the Selling Exhibit 2.2
Shareholders of Faconnable, S.A.
10.28 The Put Agreement dated November Incorporated by reference from the
1, 1999 between Nordstrom, Inc. Registrant's Form 10-Q for the
and the holders of the Series C quarter ended October 31, 2000,
Preferred Stock of Nordstrom.com, Inc. Exhibit 10.3.
13.1 2000 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 21 of this report