<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A-1
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended January 31, 1998
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______ to _______
Commission file number 0-6074
Nordstrom, Inc.
______________________________________________________
(Exact name of Registrant as specified in its charter)
Washington 91-0515058
_______________________________ __________________
(State or other jurisdiction of (IRS employer
incorporation or organization) Identification No.)
1501 Fifth Avenue, Seattle, Washington 98101
______________________________________________________
(Address of principal executive office) (Zip code)
Registrant's telephone number, including area code: 206-628-2111
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, without par value
____________________________________
(Title of class)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. YES /X/ NO / /
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. / /
1 of 8
<PAGE>
On March 20, 1998, 74,303,996 shares of common stock were outstanding, and
the aggregate market value of those shares (based upon the closing price as
reported by NASDAQ) held by non-affiliates was approximately $2.8 billion.
Documents Incorporated by Reference:
Portions of Nordstrom, Inc. 1997 Annual Report to Shareholders
(Parts I, II and IV)
Portions of Proxy Statement for 1998 Annual Meeting of Shareholders
(Part III)
2 of 8
<PAGE>
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,
1998, the Company operated 65 large specialty stores in Alaska, California,
Colorado, Connecticut, Illinois, Indiana, Maryland, Michigan, Minnesota, New
Jersey, New York, Ohio, Oregon, Pennsylvania, Texas, Utah, Virginia, and
Washington, selling a wide selection of apparel, shoes and accessories for
women, men and children.
The Company also operates 21 stores under the name "Nordstrom Rack" and
one clearance store which serve as outlets for clearance merchandise from the
Company's large specialty stores. The Racks also purchase merchandise
directly from manufacturers. The Racks are located in California, Illinois,
Maryland, New York, Oregon, Pennsylvania, Utah, Virginia, and Washington.
The Company also operates three specialty boutiques in New York and California
under the name "Faconnable", and two free-standing shoe stores located in
Hawaii. In addition, the Company operates a Direct Sales Division which
commenced operations in January 1994 with the mailing of its first catalog.
In February 1998, the Company opened a large specialty store in Atlanta,
Georgia. In March 1998, the Company opened a large specialty store in
Overland Park, Kansas and a new Rack store in Hillsboro, Oregon. In August
1998, the Company will open a new flagship store in downtown Seattle,
Washington, and in September 1998, a large specialty store in Scottsdale,
Arizona. In addition, the Company will open new Racks in Bloomington,
Minnesota, in May 1998, in San Jose, California, in July 1998 and in Littleton,
Colorado, in September 1998. In 1999, four new large specialty stores are
planned to open in Norfolk, Virginia, Providence, Rhode Island, Mission Viejo,
California, and Columbia, Maryland. The Company also plans to replace an
existing store in Spokane, Washington and complete the expansion and remodeling
of a store in San Diego, California in 1999.
The Company has a major presence in numerous markets across the country, and 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 3% of 1997 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. With the exception of the
Federally registered names "Nordstrom", "Classiques Entier", "Evergreen",
"Preview Collection" and "Preview International", the loss or abandonment of
any particular trademark would not have a significant impact on the operations
of the Company.
Due to the Company's anniversary sale in July and holidays in December, sales
are higher in the second and fourth quarters of the fiscal year than in the
first and third quarters. The Company regularly employs on a full or part-time
basis an average of approximately 41,000 employees. Due to the seasonal nature
of the Company's business, the number increased to approximately 49,000
employees in July, and again in December.
3 of 8
<PAGE>
Item 1. Business. (continued)
- - ------------------------------
The Company's business is highly competitive. Its stores compete with other
national, regional and local retail establishments within its operating areas
which carry similar lines of merchandise, including department stores,
specialty stores, boutiques, and mail order businesses. The Company believes
the principal methods of competing in its industry include customer service,
value, fashion, advertising, store location and depth of selection.
Certain other information required under Item 1 is contained within the
following sections of the Company's 1997 Annual Report to Shareholders, which
sections are incorporated by reference herein from Exhibit 13.1 of this
report:
Management Discussion and Analysis
Note 1 in Notes to Consolidated Financial Statements
Note 13 in Notes to Consolidated Financial Statements
Retail Store Facilities
Executive Officers of the Registrant
- - ------------------------------------
<TABLE>
<CAPTION>
Officer
Name Age Title Since Family Relationship
- - -------------------- --- ----------------- ------- -------------------
<S> <C> <C> <C> <C>
Jammie Baugh 44 Executive Vice 1990 None
President
Gail A. Cottle 46 Executive Vice 1985 None
President
John A. Goesling 52 Executive Vice 1980 None
President and Treasurer
Jack F. Irving 53 Executive Vice 1980 None
President
Robert J. Middlemas 41 Executive Vice 1993 None
President
Blake W. Nordstrom 37 Co-President 1991 Brother of Erik B. and
Peter E. Nordstrom
Erik B. Nordstrom 34 Co-President 1995 Brother of Blake W. and
Peter E. Nordstrom
J. Daniel Nordstrom 35 Co-President 1995 Brother of William E.
Nordstrom and cousin
of James A. Nordstrom
James A. Nordstrom 36 Co-President 1991 Cousin of J. Daniel and
William E. Nordstrom
Peter E. Nordstrom 35 Co-President 1995 Brother of Blake W. and
Erik B. Nordstrom
</TABLE>
4 of 8
<PAGE>
Executive Officers of the Registrant (continued)
- - ------------------------------------------------
<TABLE>
<CAPTION>
Officer
Name Age Title Since Family Relationship
- - -------------------- --- ----------------- ------- -------------------
<S> <C> <C> <C> <C>
William E. Nordstrom 34 Co-President 1995 Brother of J. Daniel
Nordstrom and cousin
of James A. Nordstrom
James R. O'Neal 39 Executive Vice 1997 None
President
John J. Whitacre 45 Chairman of the 1989 None
Board of Directors
Martha S. Wikstrom 41 Executive Vice 1991 None
President
</TABLE>
Jammie Baugh has been Executive Vice President - Northwest General Manager
since 1997. Prior thereto she served as Executive Vice President - General
Manager Southern California since 1991.
Gail A. Cottle has been Executive Vice President - Product Development since
1992.
John A. Goesling has been Executive Vice President - Finance and Treasurer
since 1991.
Jack F. Irving has been Executive Vice President - Faconnable since 1995.
Prior thereto he served as Executive Vice President - Men's Wear since 1991.
Robert J. Middlemas has been Executive Vice President - Midwest General Manager
since 1997. Prior thereto he served as Vice President - General Manager
Midwest since 1993.
Blake W. Nordstrom has been Co-President since 1995 and is currently
responsible for Shoes, Rack Division and Operations. Prior thereto, he
served as Vice President - General Manager Washington/Alaska since 1991.
Erik B. Nordstrom has been Co-President since 1995 and is currently responsible
for Midwest Group, Women's Fashions (Encore, Petites, Point of View, Town
Square, Personal Touch) and Product Development. Prior thereto, he served as
Store/Regional Manager - Minnesota since 1992.
J. Daniel Nordstrom has been Co-President since 1995 and is currently
responsible for East Coast Group, Direct Sales, Men's Wear, Information
Services, Inventory Management System and Credit. Prior thereto, he served as
General Manager Direct Sales since 1993.
James A. Nordstrom has been Co-President since 1995 and is currently
responsible for Northwest Group, Women's Designer Apparel (Collectors, Couture,
Gallery, Individualist, Savvy, Studio 121), Faconnable, Real Estate and Store
Planning. Prior thereto, he served as Vice President - General Manager
Northern California Region since 1991.
5 of 8
<PAGE>
Executive Officers of the Registrant (continued)
- - ------------------------------------------------
Peter E. Nordstrom has been Co-President since 1995 and is currently
responsible for California Group, Brass Plum, Kid's Wear, Women's Specialty
(Hosiery, Lingerie, Women's Active), Human Resources, Diversity Affairs and
Sales Promotion. Prior thereto, he served as Regional Manager Orange County
since 1991.
William E. Nordstrom has been Co-President since 1995 and is currently
responsible for Accessories (Fashion Jewelry, Fine Jewelry, Gifts, Handbags),
Cosmetics, Airplanes, Restaurant, Expense/Budget, Finance and Investor
Relations. He served as Corporate Merchandise Manager Accessories in 1995.
Prior thereto, he served as Corporate Merchandise Manager Nordstrom Rack from
1992 to 1995.
James R. O'Neal has been Executive Vice President - California 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.
John J. Whitacre has been Chairman and Chief Executive Officer since 1996, and
served as Co-Chairman from 1995 to 1996. Prior thereto, he served as
Co-President - Shoes, Men's Wear, Operations, Finance, Product Development,
Restaurant, Credit, Inventory Management Systems and Direct Sales since 1991.
Martha S. Wikstrom has been Executive Vice President - East Coast General
Manager since 1997. Prior thereto, she served as Vice President - General
Manager Capital since 1991.
All of the above people that have not been officers for the past five years
have been full-time employees of the Company during that period. The officers
are re-elected annually by the Board of Directors following each year's Annual
Meeting of Shareholders. Officers serve at the discretion of the Board of
Directors.
Item 2. Properties.
- - --------------------
<TABLE>
The following table summarizes at January 31, 1998 the number of stores owned
or operated by the Company and the percentage of total store area represented
by each listed category:
<CAPTION>
Number of % of total store
stores square footage
--------- ----------------
<S> <C> <C>
Owned Stores 21 24%
Leased Stores 39 24
Owned on leased land 29 48
Partly owned & partly leased 3 4
--------- ----------------
92 100%
========= ================
</TABLE>
6 of 8
<PAGE>
Item 2. Properties. (continued)
- - --------------------------------
The Company also operates seven merchandise distribution centers, five
which are owned, one which is leased, and one which is owned on leased
land. The Company leases its principal offices in Seattle, Washington, and
owns an office building in the Denver, Colorado metropolitan area which serves
as the principal offices of Nordstrom Credit, Inc. and Nordstrom National
Credit Bank.
Certain other information required under this item is included in the
following sections of the Company's 1997 Annual Report to Shareholders, which
sections are incorporated by reference herein from Exhibit 13.1 of this
report:
Note 7 in Notes to Consolidated Financial Statements
Note 10 in Notes to Consolidated Financial Statements
Retail Store Facilities
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)
Date May 29, 1998 by /s/ John A. Goesling
------------ ------------------------------------------
John A. Goesling
Executive Vice President and Treasurer
(Principal Accounting and Financial Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated.
Principal Accounting and Principal Executive Officer:
Financial Officer:
/s/ John A. Goesling /s/ John J. Whitacre
- - ------------------------------- --------------------------------
John A. Goesling John J. Whitacre
Executive Vice President Chairman and Director
and Treasurer
7 of 8
<PAGE>
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
/s/ Charles A. Lynch /s/ William D. Ruckelshaus
- - ------------------------------- ----------------------------------
Charles A. Lynch William D. Ruckelshaus
Director Director
/s/ Ann D. McLaughlin /s/ Elizabeth Crownhart Vaughan
- - ------------------------------- ----------------------------------
Ann D. McLaughlin Elizabeth Crownhart Vaughan
Director Director
/s/ John A. McMillan /s/ John J. Whitacre
- - ------------------------------- ----------------------------------
John A. McMillan John J. Whitacre
Director Chairman of the Board of Directors
/s/ Bruce A. Nordstrom
- - -------------------------------
Bruce A. Nordstrom
Director
Date May 29, 1998
----------------------
8 of 8
