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 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 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 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 - - ------------------------------------ 4 of 8
Officer Name Age Title Since Family Relationship - - -------------------- --- ----------------- ------- ------------------- 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 Executive Officers of the Registrant (continued) - - ------------------------------------------------ Jammie Baugh has been Executive Vice President - Northwest General Manager since 1997. Prior thereto she served as Executive Vice President - General Manager Southern California since 1991. 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
Officer Name Age Title Since Family Relationship - - -------------------- --- ----------------- ------- ------------------- 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 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. - - -------------------- 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:
6 of 8Number of % of total store stores square footage --------- ---------------- Owned Stores 21 24% Leased Stores 39 24 Owned on leased land 29 48 Partly owned & partly leased 3 4 --------- ---------------- 92 100% ========= ================ 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 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