UNITED STATES          
                   SECURITIES AND EXCHANGE COMMISSION
                          Washington, DC 20549

                               FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES 
    EXCHANGE ACT OF 1934

For the quarterly period ended July 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.)

         1617 Sixth Avenue, Suite 500, Seattle, Washington  98101
     ________________________________________________________________
           (Address of principal executive offices)  (Zip code)

Registrant's telephone number, including area code: (206) 628-2111


     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
                              _____        _____

Common stock outstanding as of August 26, 1998:  145,958,930 shares of 
common stock.











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                     NORDSTROM, INC. AND SUBSIDIARIES
                     --------------------------------
                                 INDEX
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Page Number PART I. FINANCIAL INFORMATION Item 1. Financial Statements (unaudited) Consolidated Statements of Earnings Three and six months ended July 31, 1998 and 1997 3 Consolidated Balance Sheets July 31, 1998 and 1997 and January 31, 1998 4 Consolidated Statements of Cash Flows Six months ended July 31, 1998 and 1997 5 Notes to Consolidated Financial Statements 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8 PART II. OTHER INFORMATION Item 1. Legal Proceedings 10 Item 4. Submission of Matters to a Vote of Security Holders 11 Item 6. Exhibits and Reports on Form 8-K 12
2 of 12 NORDSTROM, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS (dollars in thousands except per share amounts) (unaudited)
Three Months Six Months Ended July 31, Ended July 31, --------------------- --------------------- 1998 1997 1998 1997 ---------- ---------- ---------- ---------- Net sales $1,447,284 $1,353,345 $2,487,499 $2,307,092 Costs and expenses: Cost of sales and related buying and occupancy 971,243 924,354 1,669,543 1,570,865 Selling, general and administrative 379,510 350,363 688,773 624,650 Interest, net 11,054 8,403 21,286 15,913 Service charge income and other, net (27,585) (26,461) (58,002) (54,371) ---------- ---------- ---------- ---------- Total costs and expenses 1,334,222 1,256,659 2,321,600 2,157,057 ---------- ---------- ---------- ---------- Earnings before income taxes 113,062 96,686 165,899 150,035 Income taxes 43,900 38,100 64,400 59,100 ---------- ---------- ---------- ---------- Net earnings $ 69,162 $ 58,586 $ 101,499 $ 90,935 ========== ========== ========== ========== Basic earnings per share $ .47 $ .38 $ .68 $ .58 ========== ========== ========== ========== Diluted earnings per share $ .47 $ .38 $ .68 $ .58 ========== ========== ========== ========== Cash dividends paid per share of common stock outstanding $ .07 $ .0625 $ .14 $ .125 ========== ========== ========== ========== These statements should be read in conjunction with the Notes to Consolidated Financial Statements contained herein and in the Nordstrom 1997 Annual Report to Shareholders.
3 of 12 NORDSTROM, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (dollars in thousands) (unaudited)
July 31, January 31, July 31, 1998 1998 1997 ---------- ---------- ---------- ASSETS Current Assets: Cash and cash equivalents $ 46,632 $ 24,794 $ 39,837 Accounts receivable, net 650,956 664,448 718,573 Merchandise inventories 858,980 826,045 845,577 Prepaid income taxes and other 84,965 79,710 69,800 ---------- ---------- ---------- Total current assets 1,641,533 1,594,997 1,673,787 Property, buildings and equipment, net 1,269,483 1,252,513 1,212,967 Other assets 28,980 17,653 17,924 ---------- ---------- ---------- TOTAL ASSETS $2,939,996 $2,865,163 $2,904,678 ========== ========== ========== LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities: Notes payable $ 123,377 $ 263,767 $ 136,260 Accounts payable 395,690 321,311 461,422 Accrued salaries, wages and taxes 210,130 205,273 199,611 Accrued expenses 47,329 37,884 39,399 Accrued income taxes 30,909 13,242 17,784 Current portion of long-term debt 1,169 101,129 151,342 ---------- ---------- ---------- Total current liabilities 808,604 942,606 1,005,818 Long-term debt 618,965 319,736 320,913 Deferred lease credits and other liabilities 131,587 127,763 125,829 Shareholders' Equity: Common stock, no par: 250,000,000 shares authorized; 147,303,964, 152,518,104 and 154,338,054 shares issued and outstanding 209,765 201,050 193,662 Retained earnings 1,171,075 1,274,008 1,258,456 ---------- ---------- ---------- Total shareholders' equity 1,380,840 1,475,058 1,452,118 ---------- ---------- ---------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $2,939,996 $2,865,163 $2,904,678 ========== ========== ========== These statements should be read in conjunction with the Notes to Consolidated Financial Statements contained herein and in the Nordstrom 1997 Annual Report to Shareholders.
4 of 12 NORDSTROM, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (dollars in thousands) (unaudited)
Six Months Ended July 31, ------------------ 1998 1997 -------- -------- OPERATING ACTIVITIES: Net earnings $101,499 $ 90,935 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 84,022 74,218 Change in: Accounts receivable, net 13,492 (3,984) Merchandise inventories (32,935) (125,658) Prepaid income taxes and other (5,255) (193) Accounts payable 74,379 150,992 Accrued salaries, wages and taxes 4,857 9,914 Accrued expenses 9,445 (1,744) Income tax liabilities 16,977 45 Deferred lease credits and other liabilities 4,514 (75) -------- -------- Net cash provided by operating activities 270,995 194,450 -------- -------- INVESTING ACTIVITIES: Additions to property, buildings and equipment, net (100,644) (134,367) Other (8,895) (42) -------- -------- Net cash used in investing activities (109,539) (134,409) -------- -------- FINANCING ACTIVITIES: Decrease in notes payable (140,390) (27,510) Proceeds from issuance of common stock 8,714 10,264 Proceeds from issuance of long-term debt, net 297,146 91,758 Principal payments on long-term debt (100,657) (727) Cash dividends paid (21,045) (19,531) Purchase and retirement of common stock (183,386) (102,742) -------- -------- Net cash used in financing activities (139,618) (48,488) -------- -------- Net increase in cash and cash equivalents 21,838 11,553 Cash and cash equivalents at beginning of period 24,794 28,284 -------- -------- Cash and cash equivalents at end of period $ 46,632 $ 39,837 ======== ======== These statements should be read in conjunction with the Notes to Consolidated Financial Statements contained herein and in the Nordstrom 1997 Annual Report to Shareholders.
5 of 12 NORDSTROM, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollars in thousands) (unaudited) Note 1 - Basis of Presentation The consolidated balance sheets of Nordstrom, Inc. and subsidiaries (the "Company") as of July 31, 1998 and 1997, and the related consolidated statements of earnings and cash flows for the periods then ended, have been prepared from the accounts without audit. The consolidated financial information is applicable to interim periods and is not necessarily indicative of the results to be expected for the year ending January 31, 1999. It is not considered necessary to include detailed footnote information as of July 31, 1998 and 1997. The financial information should be read in conjunction with the Notes to Consolidated Financial Statements contained in the Nordstrom 1997 Annual Report to Shareholders. In the opinion of management, the consolidated financial information includes all adjustments (consisting only of normal, recurring adjustments) necessary to present fairly the financial position of Nordstrom, Inc. and subsidiaries as of July 31, 1998 and 1997, and the results of their operations and cash flows for the periods then ended, in accordance with generally accepted accounting principles applied on a consistent basis. Certain reclassifications of prior year balances have been made for consistent presentation with the current year. Note 2 - Earnings Per Share The following table sets forth the weighted-average number of shares used in the computation of earnings per share:
Three Months Six Months Ended July 31, Ended July 31, ------------------------ ------------------------ 1998 1997 1998 1997 ---------- ----------- ----------- ----------- Basic shares 148,507,621 154,072,394 149,349,949 155,590,128 Dilutive effect of stock options 774,821 359,929 647,005 198,140 ----------- ----------- ----------- ----------- Diluted shares 149,282,442 154,432,323 149,996,954 155,788,268 Antidilutive options 0 298,540 403,376 1,300,580 Antidilutive options consist of stock options outstanding at July 31, 1998 and 1997, that had an exercise price greater than the average market price during the period. Such options are therefore excluded from the computation of diluted shares.
6 of 12 NORDSTROM, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollars in thousands) (unaudited) Note 3 - New Accounting Rules In March 1998, the Accounting Standards Executive Committee of the AICPA issued Statement of Position 98-1 ("SOP 98-1"), "Accounting for the Costs of Computer Software Developed or Obtained for Internal Use", which requires that certain software costs be capitalized and amortized over the period of use. The Company adopted SOP 98-1 during the first quarter of 1998. As a result, earnings after taxes for the quarter and six-month period increased by $3.0 million ($.02 per share) and $4.7 million ($.03 per share), respectively. As of February 1, 1998, the Company has adopted Statement of Financial Accounting Standards ("SFAS") No. 130, "Reporting Comprehensive Income," which establishes standards for the reporting and display of comprehensive income and its components. Adoption of this standard had no material effect on the Company's consolidated financial position, results of operations or cash flows. The Financial Accounting Standards Board ("FASB") has issued SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information," which establishes reporting and disclosure standards for an enterprise's operating segments and SFAS No. 132, "Employers' Disclosures about Pensions and Other Postretirement Benefits," which revises employers' disclosures about pension and other postretirement benefit plans. Both statements are effective for the Company's fiscal year ending January 31, 1999. Adoption of these standards will not impact the Company's consolidated financial position, results of operations or cash flows, and any effect will be limited to the form and content of its disclosures. In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities." SFAS No. 133 requires an entity to recognize all derivatives as either assets or liabilities in the statement of financial position and measure those instruments at fair value. The Company plans to adopt SFAS No. 133 on February 1, 2000, as required. Adoption of this standard is not expected to have a material impact on the Company's consolidated financial statements. Note 4 - Credit Card and Financing Subsidiaries The summarized unaudited combined results of operations of Nordstrom Credit, Inc. and Nordstrom National Credit Bank are as follows:
Three Months Six Months Ended July 31, Ended July 31, ---------------- ---------------- 1998 1997 1998 1997 ------- ------- ------- ------- Total revenue $31,042 $30,615 $63,504 $62,421 Earnings before income taxes 11,923 8,030 25,721 19,673 Net earnings 7,560 5,030 16,342 12,403
7 of 12 NORDSTROM, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollars in thousands) (unaudited) Note 5 - Shareholders' Equity The following table sets forth the number of shares of common stock issued and repurchased during the quarter and the six-month period:
Three Months Six Months Ended July 31, Ended July 31, ----------------------- ---------------------- 1998 1997 1998 1997 ---------- ----------- ---------- ---------- Issued 132,484 447,516 358,460 518,100 Purchased and Retired (1,550,000) (401,336) (5,572,600) (5,450,000) On May 19, 1998, the Company's Board of Directors approved a two-for-one stock split effective June 30, 1998 to shareholders of record on June 8, 1998. All share and per share amounts have been adjusted to give retroactive effect to the stock split.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion should be read in conjunction with the Management Discussion and Analysis section of the Nordstrom 1997 Annual Report to Shareholders. Results of Operations: - ---------------------- During the second quarter of 1998, sales increased 6.9% when compared with the same quarter in 1997. For the six-month period, sales increased 7.8% compared to the same period in 1997. New unit sales accounted for all of the sales increase for both the quarter and six-month period, as comparable store sales declined by .2% for the quarter and .1% for the six-month period. The comparable store sales results for the quarter reflect the impact of the Company's strong Anniversary Sale in the prior year compared to the current year. The Company remains cautious with respect to sales projections for the remainder of the year. Cost of sales and related buying and occupancy costs decreased as a percentage of sales for the quarter and the six-month period as compared to the corresponding periods in 1997, due primarily to higher merchandise margins resulting from favorable pricing strategies and a mixture of higher margin merchandise. Buying costs decreased as a percentage of sales for the quarter and six-month period due to efficiencies gained through restructuring of certain buying responsibilities. Occupancy costs increased as a percentage of sales for the quarter due to depreciation related to new stores and remodeling projects. 8 of 12 Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONT.) Selling, general and administrative expenses increased as a percentage of sales during the quarter and for the six-month period as compared to the corresponding periods in 1997 due to several factors. Expenses increased due to higher sales promotion costs for the Company's direct sales catalog division and spending on system development projects and computer equipment. Additionally, the Company incurred higher expenses to support the implementation of the Company's value based management program. These increases were partially offset by decreased credit expenses and employee benefit costs. Interest expense increased as a percentage of sales for the quarter and the six-month period as compared to the corresponding periods in 1997 due primarily to higher levels of long-term debt outstanding. The Company expects that interest expense will continue to increase as a result of its share repurchase activity. Financial Condition: - -------------------- The Company's working capital at July 31, 1998 increased when compared to July 31, 1997 due primarily to a decrease in the current portion of long-term debt and accounts payable. During the first quarter of 1998, the Company issued $300 million of 6.95% Senior Debentures due 2028. Proceeds from the issue were used to repay short- term debt and repurchase the Company's common stock. In February 1998, the Company completed its repurchase of $100 million of its outstanding common stock as approved by the Board of Directors at its February 1997 meeting. During the six-month period ended July 31, 1998, the Company purchased $166.1 million of a $400 million stock repurchase program authorized in February 1998. On August 14, 1998, the Company opened a Rack at Westgate Mall in San Jose, California. On August 21, 1998, the Company opened its new full-line flagship store in downtown Seattle, Washington, which replaced an existing store, and completed a store expansion in San Diego, California. Construction is progressing as planned on new stores scheduled to open later this year and in 1999. The Company recognizes that its operations may be negatively affected by Year 2000 software issues, either from its own computer systems or its interactions with outside vendors. The Company is addressing the Year 2000 impact by establishing processes for evaluating and managing the risks associated with this issue. The Company is currently replacing or upgrading its computer systems to make them Year 2000 compliant, and expects to have remediation completed by the end of 1998 for all significant computer systems, with testing to occur in early 1999. Microchips embedded in systems such as elevators are also being replaced or upgraded. 9 of 12 Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONT.) The total cost of this effort is estimated to be $19 million, of which approximately $11 million has been incurred through July 31, 1998. While the Company believes all necessary work will be completed in a timely fashion, there can be no guarantee that all systems will be compliant by the year 2000 within the estimated cost or that the systems of other companies and government agencies on which the Company relies will be converted timely. The Company is communicating with outside vendors to determine their state of readiness with regard to the Year 2000 issue and, based on the assessments to date, the Company has no indication that any third party could cause a material impact to the Company. However, the risk remains that outside vendors or other third parties may not have accurately assessed their state of readiness, and therefore may have a material adverse effect on the Company's results of operations. The Company has a contingency plan in place which will allow primary operations of the Company to continue if significant systems are not Year 2000 compliant by December 31, 1999. PART II - OTHER INFORMATION Item 1. Legal Proceedings - -------------------------- Fatemah Azizian v. Macy's California, Inc.; Federated Department Stores; Bullocks, Inc.; Nordstrom, Inc.; May Department Stores Co.; Nieman-Marcus, Inc.; Saks & Co.; Gottschalks, Inc.; Bloomingdales, Inc.; and Does 1 through 200, inclusive Superior Court of the State of California, County of Marin, Case No. 174049 (filed May 29, 1998); Regina Callan v. Macy's California, Inc.; Federated Department Stores Co.; Nieman-Marcus, Inc.; Saks & Co.; Gottschalks, Inc.; Bloomingdales, Inc.; and Does 1 through 200, inclusive Superior Court of the State of California, City and County of San Francisco, Case No. 995468 (filed June 1, 1998); Lee R. Bright v. Macy's California, Inc.; Federated Department Stores; Bullocks, Inc.; Nordstrom, Inc.; May Department Stores Co.; Nieman-Marcus, Inc.; Saks & Co.; Gottschalks, Inc.; Bloomingdales, Inc.; and Does 1 through 200, inclusive Superior Court of the State of California, City and County of San Francisco, Case No. 995556 (filed June 4, 1998); Sandra Radliff v. Macy's California, Inc.; Federated Department Stores; Bullocks, Inc.; Nordstrom, Inc.; May Department Stores Co.; Nieman-Marcus, Inc.; Saks & Co.; Gottschalks, Inc.; Bloomingdales, Inc.; and Does 1 through 200, inclusive Superior Court of the State of California, County of Alameda, Case No. 798925-2 (filed June 2, 1998); Elizabeth Fey v. Macy's California, Inc.; Federated Department Stores; Bullocks, Inc.; Nordstrom, Inc.; May Department Stores Co.; Nieman-Marcus, Inc.; Saks & Co.; Gottschalks, Inc.; Bloomingdales, Inc.; and Does 1 through 200, inclusive Superior Court of the State of California, County of San Mateo, Case No. 405060 (filed June 2, 1998); Judith Pogran v. Macy's California, Inc.; Federated Department Stores; Bullocks, Inc.; Nordstrom, Inc.; May Department Stores Co.; Nieman-Marcus, Inc.; Saks & Co.; Gottschalks, Inc.; Bloomingdales, Inc.; and Does 1 through 200, inclusive Superior Court of the State of California, County of Alameda, Case No. 798936-8 (filed June 2, 1998); Soroya Farrah v. Macy's California, Inc.; Federated Department Stores; Bullocks, Inc.; Nordstrom, Inc.; May Department Stores Co.; Nieman-Marcus, Inc.; Saks & Co.; Gottschalks, Inc.; Bloomingdales, Inc.; and Does 1 through 200, inclusive Superior Court of the State of California, City and County of San Francisco, Case No. 995512 (filed June 2, 1998); Diane Johnson v. Macy's California, 10 of 12 Item 1. Legal Proceedings (CONT.) - ---------------------------------- Inc.; Federated Department Stores; Bullocks, Inc.; Nordstrom, Inc.; May Department Stores Co.; Nieman-Marcus, Inc.; Saks & Co.; Gottschalks, Inc.; Bloomingdales, Inc.; and Does 1 through 200, inclusive Superior Court of the State of California, County of Alameda, Case No. 799525-9 (filed June 1, 1998); and Kazuko Y. Morgan v. Macy's California, Inc.; Federated Department Stores; Bullocks, Inc.; Nordstrom, Inc.; May Department Stores Co.; Nieman- Marcus, Inc.; Saks & Co.; Gottschalks, Inc.; Bloomingdales, Inc.; and Does 1 through 200, inclusive Superior Court of the State of California, County of Alameda, Case No. C 800174-2 (filed July 2, 1998). The nine actions listed are substantially identical lawsuits seeking class certification that were filed on behalf of customers of cosmetics for personal use and not for resale who are resident in the State of California, alleging that the Company and other department stores collusively controlled the sales price of cosmetics by charging identical prices, agreeing not to discount cosmetics and petitioning cosmetic manufacturers to stop selling to stores that discount cosmetics. In these actions, plaintiffs seek damages (trebled) according to proof at trial, attorneys' fees and pre-judgment interest on their price-fixing claims and restitution on their unfair competition claims. Defendants Federated (and affiliates), Nordstrom, May, Nieman-Marcus, Saks and Gottschalks entered into a Joint Defense Agreement in August, 1998 which provides for the sharing of defense materials. A Joint Petition for Coordination was filed by all parties on or about August 13, 1998. Pending resolution of the Petition, no further action has been taken. Item 4. Submission of Matters to a Vote of Security Holders - ------------------------------------------------------------ The Company held its Annual Shareholders Meeting on May 19, 1998 at which time the shareholders voted on the following proposals. Share amounts have not been adjusted to give effect for a subsequent two-for-one stock split. (1) Election of eleven directors for a one-year term.
Name of Candidate For Withheld ---------------------- ---------- -------- D. Wayne Gittinger 64,577,229 900,462 Enrique Hernandez, Jr. 65,188,643 289,048 Ann D. McLaughlin 65,127,690 350,001 John A. McMillan 65,197,016 280,675 Bruce A. Nordstrom 65,203,026 274,665 John N. Nordstrom 65,203,416 274,275 Alfred E. Osborne, Jr. 65,202,088 275,603 William D. Ruckelshaus 65,187,999 289,692 Elizabeth C. Vaughan 65,122,453 355,238 Bruce G. Willison 65,203,446 274,245 John J. Whitacre 65,200,852 276,839 There were no abstentions and no broker non-votes.
11 of 12 Item 4. Submission of Matters to a Vote of Security Holders (CONT.) - -------------------------------------------------------------------- (2) Approval of amendments to the 1997 Nordstrom Stock Option Plan. The vote was 61,964,219 for, 3,241,436 against and 272,036 abstentions. There were no broker non-votes. (3) Ratification of the appointment of Deloitte & Touche LLP as independent auditors for fiscal year 1998. The vote was 65,082,801 for, 227,624 against and 167,266 abstentions. There were no broker non-votes. Item 6. Exhibits and Reports on Form 8-K - ----------------------------------------- (a) Exhibits -------- (27.1) Financial Data Schedule is filed herein as an Exhibit. (b) Reports on Form 8-K ------------------- No reports on Form 8-K were filed during the quarter for which this report is filed. SIGNATURES Pursuant to the requirements 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/ John A. Goesling ------------------------------------------ John A. Goesling Vice President and Treasurer (Principal Financial and Accounting Officer) Date: September 9, 1998 - ------------------------ 12 of 12 NORDSTROM, INC. AND SUBSIDIARIES
Exhibit Index Exhibit Method of Filing - ------- ---------------- 27.1 Financial Data Schedule Filed herewith electronically
 

5 1000 6-MOS JAN-31-1999 JUL-31-1998 46,632 0 680,701 29,745 858,980 1,641,533 1,269,483 0 2,939,996 808,604 618,965 0 0 209,765 1,171,075 2,939,996 2,487,499 2,487,499 1,669,543 2,300,314 0 0 21,286 165,899 64,400 101,499 0 0 0 101,499 0.68 0.68 On May 19, 1998, the Company's Board of Directors approved a two for one stock split effective June 30, 1998 to shareholders of record on June 8, 1998. Prior Financial Data Schedules have not been restated for the stock split.