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, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______ to _______
Commission File Number 001-15059
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, 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 25, 2000: 128,951,144 shares of
common stock.
1 of 15
NORDSTROM, INC. AND SUBSIDIARIES
--------------------------------
INDEX
-----
Page
Number
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)
Consolidated Statements of Earnings
Three and Six months ended
July 31, 2000 and 1999 3
Consolidated Balance Sheets
July 31, 2000 and 1999 and
January 31, 2000 4
Consolidated Statements of
Shareholders' Equity
Six months ended July 31,
2000 and 1999 5
Consolidated Statements of Cash Flows
Six months ended July 31, 2000
and 1999 6
Notes to Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 10
Item 3. Quantitative and Qualitative Disclosures About
Market Risk 12
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 13
Item 4. Submission of Matters to a Vote of
Security Holders 13
Item 6. Exhibits and Reports on Form 8-K 14
2 of 15
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,
---------------------- ----------------------
2000 1999 2000 1999
---------- ---------- ---------- ----------
Net sales $1,449,458 $1,443,395 $2,595,794 $2,482,500
Cost of sales and related
buying and occupancy (954,313) (943,348) (1,699,968) (1,631,544)
---------- ---------- ---------- ----------
Gross profit 495,145 500,047 895,826 850,956
Selling, general and
administrative expenses (428,841) (396,446) (793,699) (711,863)
---------- ---------- ---------- ----------
Operating income 66,304 103,601 102,127 139,093
Interest expense, net (14,296) (12,483) (27,592) (24,492)
Write-down of investment (10,540) - (10,540) -
Service charge income
and other, net 33,033 25,071 64,195 53,276
---------- ---------- ---------- ----------
Earnings before income taxes 74,501 116,189 128,190 167,877
Income taxes (29,100) (45,350) (50,000) (65,500)
---------- ---------- ---------- ----------
Net earnings $ 45,401 $ 70,839 $ 78,190 $ 102,377
========== ========== ========== ==========
Basic earnings per share $ .35 $ .51 $ .60 $ .73
========== ========== ========== ==========
Diluted earnings per share $ .35 $ .51 $ .60 $ .72
========== ========== ========== ==========
Cash dividends paid per share
of common stock outstanding $ .09 $ .08 $ .17 $ .16
========== ========== ========== ==========
<FN>
These statements should be read in conjunction with the Notes to
Consolidated Financial Statements contained herein.
3 of 15
NORDSTROM, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
(unaudited)
July 31, January 31, July 31,
2000 2000 1999
---------- ---------- ----------
ASSETS
Current Assets:
Cash and cash equivalents $ 22,693 $ 27,042 $ 69,492
Short-term investment 9,373 25,527 21,506
Accounts receivable, net 651,525 616,989 598,506
Merchandise inventories 944,815 797,845 828,264
Prepaid income taxes and other 109,262 97,245 87,436
---------- ---------- ----------
Total current assets 1,737,668 1,564,648 1,605,204
Land, buildings and equipment, net 1,528,147 1,429,492 1,426,021
Available-for-sale investment 12,944 35,251 32,259
Other assets 37,616 32,690 38,464
---------- ---------- ----------
TOTAL ASSETS $3,316,375 $3,062,081 $3,101,948
========== ========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Notes payable $ 213,020 $ 70,934 $ -
Accounts payable 559,780 390,688 378,043
Accrued salaries, wages
and related benefits 185,728 211,308 184,708
Income taxes and other accruals 158,462 135,388 139,481
Current portion of long-term debt 591 58,191 116,146
---------- ---------- ----------
Total current liabilities 1,117,581 866,509 818,378
Long-term debt 772,567 746,791 747,148
Deferred lease credits 216,749 194,995 202,513
Other liabilities 55,547 68,172 59,631
Shareholders' Equity:
Common stock, no par:
250,000,000 shares authorized;
129,145,901, 132,279,988 and
138,557,608 shares issued
and outstanding 251,336 247,559 245,890
Unearned stock compensation (7,662) (8,593) (9,129)
Retained earnings 910,257 929,616 1,018,663
Accumulated other comprehensive
income - 17,032 18,854
---------- ---------- ----------
Total shareholders' equity 1,153,931 1,185,614 1,274,278
---------- ---------- ----------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $3,316,375 $3,062,081 $3,101,948
========== ========== ==========
<FN>
These statements should be read in conjunction with the Notes to
Consolidated Financial Statements contained herein.
4 of 15
NORDSTROM, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(dollars in thousands)
(unaudited)
Accumulated Other
Common Stock Unearned Retained Comprehensive
Shares Amount Compensation Earnings Income Total
------------------------------------------------------------------------
Balance at
February 1, 2000 132,279,988 $247,559 $(8,593) $929,616 $17,032 $1,185,614
Net earnings - - - 78,190 - 78,190
Reclassification of
unrealized loss - - - - (17,032) (17,032)
-------
Comprehensive net earnings 61,158
Cash dividends
($.17 per share) - - - (22,287) (22,287)
Issuance of common stock 155,256 3,594 - - - 3,594
Stock-based compensation 7,057 183 931 - - 1,114
Purchase and retirement of
common stock (3,296,400) - - (75,262) - (75,262)
-----------------------------------------------------------------------
Balance at
July 31, 2000 129,145,901 $251,336 $(7,662) $910,257 $ - $1,153,931
=======================================================================
Balance at
February 1, 1999 142,114,167 $230,761 $(4,703) $1,074,487 - $1,300,545
Net earnings - - - 102,377 - 102,377
Unrealized gain on
investment, net of tax - - - - $18,854 18,854
-------
Comprehensive net earnings 121,231
Cash dividends
($.16 per share) - - - (22,616) - (22,616)
Issuance of common stock 293,747 8,535 - - - 8,535
Stock-based compensation 15,894 6,594 (4,426) - - 2,168
Purchase and retirement of
common stock (3,866,200) - - (135,585) - (135,585)
-----------------------------------------------------------------------
Balance at
July 31, 1999 138,557,608 $245,890 $(9,129) $1,018,663 $18,854 $1,274,278
=======================================================================
<FN>
These statements should be read in conjunction with the Notes to
Consolidated Financial Statements contained herein.
5 of 15
NORDSTROM, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
(unaudited)
Six Months
Ended July 31,
---------------------
2000 1999
-------- --------
OPERATING ACTIVITIES:
Net earnings $ 78,190 $102,377
Adjustments to reconcile net earnings to net
cash provided by operating activities:
Depreciation and amortization 96,493 94,006
Amortization of deferred lease
credits and other, net (5,197) (2,774)
Stock-based compensation expense 1,114 2,168
Write-down of investment 10,540 -
Change in:
Accounts receivable, net (34,536) (11,371)
Merchandise inventories (146,970) (77,995)
Prepaid income taxes and other (7,631) 2,418
Accounts payable 169,092 38,408
Accrued salaries, wages and related benefits (25,580) (11,658)
Income taxes and other accruals 16,657 11,097
Other liabilities 1,119 3,081
-------- --------
Net cash provided by operating activities 153,291 149,757
-------- --------
INVESTING ACTIVITIES:
Capital expenditures (180,386) (142,021)
Additions to deferred lease credits 26,557 58,538
Other, net (5,312) (4,780)
-------- --------
Net cash used for investing activities (159,141) (88,263)
-------- --------
FINANCING ACTIVITIES:
Increase (decrease) in notes payable 142,086 (78,783)
Proceeds from long-term borrowings 11,177 -
Principal payments on long-term debt (57,807) (4,984)
Proceeds from issuance of common stock 3,594 8,535
Cash dividends paid (22,287) (22,616)
Purchase and retirement of common stock (75,262) (135,585)
-------- --------
Net cash provided by (used for) financing activities 1,501 (233,433)
-------- --------
Net decrease in cash and cash equivalents (4,349) (171,939)
Cash and cash equivalents at beginning of period 27,042 241,431
-------- --------
Cash and cash equivalents at end of period $ 22,693 $ 69,492
======== ========
Noncash financing activities:
Assets acquired by incurring long-term debt $ 14,762 $ -
======== ========
<FN>
These statements should be read in conjunction with the Notes to
Consolidated Financial Statements contained herein.
6 of 15
NORDSTROM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands)
(unaudited)
Note 1 - Summary of Significant Accounting Policies
Basis of Presentation
- ---------------------
The consolidated balance sheets of Nordstrom, Inc. and subsidiaries (the
"Company") as of July 31, 2000 and 1999, and the related consolidated
statements of earnings, cash flows and shareholders' equity for the periods
then ended, have been prepared from the accounts without audit.
The consolidated financial information applicable to interim periods
is not necessarily indicative of the results for the fiscal year.
The financial information should be read in conjunction with the Notes to
Consolidated Financial Statements contained in the Nordstrom, Inc. Annual
Report on Form 10-K for the fiscal year ended January 31, 2000.
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, 2000 and 1999, and the
results of their operations and cash flows for the periods then ended,
in accordance with accounting principles generally accepted in the United
States of America applied on a consistent basis.
Certain reclassifications of prior year balances have been made for
consistent presentation with the current year.
Recent Accounting Pronouncements
- --------------------------------
Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for
Derivative Instruments and Hedging Activities", as amended by SFAS No. 137 and
No. 138, requires an entity to recognize all derivatives as either assets or
liabilities in the balance sheet and measure those instruments at fair value.
Adoption of this standard, on February 1, 2001, is not expected to have a
material impact on the Company's financial statements.
Note 2 - Earnings Per Share
Three Months Six Months
Ended July 31, Ended July 31,
-------------------------- -----------------------
2000 1999 2000 1999
----------- ----------- ----------- ------------
Basic shares 129,669,930 139,341,609 130,409,067 140,572,417
Dilutive effect of
stock options and
restricted stock 430,217 749,318 451,566 941,536
----------- ----------- ----------- -----------
Diluted shares 130,100,147 140,090,927 130,860,633 141,513,953
=========== =========== =========== ===========
Antidilutive options 5,710,292 1,081,444 5,710,292 1,066,047
=========== =========== =========== ===========
7 of 15
NORDSTROM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands)
(unaudited)
Note 3 - Investment
In September 1998, the Company purchased non-voting convertible preferred
stock in a private company. In June 1999, the investee completed an initial
public offering of common stock. Upon completion of the offering, the
Company's investment was converted to common stock, which has been
categorized as available-for-sale. In January 2000, the investee merged with
a private company in which the Company had previously purchased preferred
stock. The Company's available-for-sale investment has been adjusted to
reflect the consummation of the merger.
The Company has invested $32.8 million in common shares of the investee, which
has a market value of approximately $22.3 million. A portion of the
investment is reported as short-term because the Company intends to sell it
during fiscal 2000.
The investee is attempting to obtain additional capital to allow it to fund
its operations beyond the current year. Due to the financial condition of the
investee and general market conditions affecting companies in this market
segment, the Company has determined that the decline in the fair market value
of its investment is other than temporary, and has recognized a loss of $10.5
million for the quarter ended July 31, 2000. The Company is expected to take
an additional impairment charge in the third quarter related to this
investment.
Note 4 - Guarantee of Debt
In February 2000, the Company entered into an agreement whereby it became the
guarantor of a $93 million credit facility provided by a group of banks to a
limited partnership in which the Company owns a 49% interest. The proceeds of
the credit facility are being used to construct an office building in which
the Company has agreed to be the primary occupant. The credit facility
provides for interest at either the LIBOR Rate plus 0.75% or the higher of the
Federal Funds Rate plus 0.5% and the Prime Rate, requires a fee of 0.125% on
the unused amount, and matures in August 2002.
Note 5 - Segment Reporting
The following tables set forth information for the Company's reportable
segments and a reconciliation to the consolidated totals:
Three months ended Retail Credit Catalog/ Corporate
July 31, 2000 Stores Operations Internet and Other Eliminations Total
- ---------------------------------------------------------------------------------------------------
Net sales and revenues to
external customers $1,382,950 - $ 66,508 - - $1,449,458
Service charge income - $ 31,642 - - 31,642
Intersegment revenues 7,654 7,419 - $(15,073) -
Net earnings 85,230 3,923 (6,897) $ (36,855) - 45,401
8 of 15
NORDSTROM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands)
(unaudited)
Note 5 - Segment Reporting (cont.)
Three months ended Retail Credit Catalog/ Corporate
July 31, 1999 Stores Operations Internet and Other Eliminations Total
- ---------------------------------------------------------------------------------------------------
Net sales and revenues to
external customers $1,395,577 - $ 47,818 - - $1,443,395
Service charge income - $ 27,106 - - 27,106
Intersegment revenues 3,521 7,535 - $(11,056) -
Net earnings 102,897 4,493 (3,458) $ (33,093) - 70,839
Six months ended Retail Credit Catalog/ Corporate
July 31, 2000 Stores Operations Internet and Other Eliminations Total
- ---------------------------------------------------------------------------------------------------
Net sales and revenues to
external customers $2,467,889 - $127,905 - - $2,595,794
Service charge income - $ 62,594 - - - 62,594
Intersegment revenues 13,974 12,651 - - $(26,625) -
Net earnings 141,949 7,440 (11,738) $ (59,461) - 78,190
Six months ended Retail Credit Catalog/ Corporate
July 31, 1999 Stores Operations Internet and Other Eliminations Total
- ---------------------------------------------------------------------------------------------------
Net sales and revenues to
external customers $2,393,478 - $ 89,022 - - $2,482,500
Service charge income - $ 55,484 - - - 55,484
Intersegment revenues 7,377 12,512 - - $(19,889) -
Net earnings 156,255 12,167 (10,490) $ (55,555) - 102,377
Note 6 - Contingent Liabilities
Because the cosmetics lawsuit, described in the Nordstrom, Inc. Annual Report
on Form 10-K for the fiscal year ended January 31, 2000, is still in its
preliminary stages, the Company is not in a position at this time to quantify
the amount or range of any possible losses related to that claim. The Company
intends to vigorously defend itself in that case. While no assurance can be
given as to the ultimate outcome of the lawsuit, based on preliminary
investigations, management currently believes that resolving the matter will
not have a material adverse effect on the Company's financial position.
With regard to the Nine West lawsuit, as described in the Nordstrom, Inc.
Annual Report on Form 10-K for the fiscal year ended January 31, 2000, the
court has preliminarily approved a settlement and has authorized the
plaintiffs to send notices of the settlement to class members. A hearing on
final approval of the settlement is scheduled for December, 2000. The
settlement does not admit any violation of the law or admit liability by any
defendant. The settlement does not require any payment from the Company.
The Company is also subject to other ordinary routine litigation incidental to
its business and with respect to which no material liability is expected.
9 of 15
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
THE FOLLOWING "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS" INCLUDES "FORWARD-LOOKING STATEMENTS" WITHIN THE
MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. THIS ACT
PROVIDES A "SAFE HARBOR" FOR FORWARD-LOOKING STATEMENTS TO ENCOURAGE COMPANIES
TO PROVIDE PROSPECTIVE INFORMATION ABOUT THEMSELVES SO LONG AS THEY IDENTIFY
THESE STATEMENTS AS FORWARD-LOOKING AND PROVIDE MEANINGFUL CAUTIONARY
STATEMENTS IDENTIFYING IMPORTANT FACTORS THAT COULD CAUSE ACTUAL RESULTS TO
DIFFER FROM THE PROJECTED RESULTS.
STATEMENTS MADE IN THIS FILING THAT ARE NOT HISTORICAL FACTS ARE FORWARD
LOOKING INFORMATION THAT INVOLVE RISKS AND UNCERTAINTIES. FORWARD-LOOKING
STATEMENTS TYPICALLY ARE IDENTIFIED BY THE USE OF SUCH TERMS AS "MAY," "WILL,"
"EXPECT," "BELIEVE," "ANTICIPATE," "ESTIMATE," "PLAN" AND SIMILAR WORDS,
ALTHOUGH SOME FORWARD-LOOKING STATEMENTS ARE EXPRESSED DIFFERENTLY. YOU
SHOULD BE AWARE THAT OUR ACTUAL RESULTS COULD DIFFER MATERIALLY FROM
THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS DUE TO A NUMBER OF
FACTORS, WHICH INCLUDE, BUT ARE NOT LIMITED TO, THE FOLLOWING: THE
COMPANY'S ABILITY TO PREDICT FASHION TRENDS, CONSUMER APPAREL BUYING
PATTERNS, THE COMPANY'S ABILITY TO CONTROL COSTS AND EXPENSES,
THE COMPANY'S ABILITY TO OVERCOME TECHNOLOGICAL PROBLEMS, TRENDS IN PERSONAL
BANKRUPTCIES AND BAD DEBT WRITE-OFFS, EMPLOYEE RELATIONS, ADVERSE
WEATHER CONDITIONS AND OTHER HAZARDS OF NATURE SUCH AS EARTHQUAKES AND FLOODS,
THE COMPANY'S ABILITY TO CONTINUE ITS STORE, BRAND AND LINE EXPANSION PLANS,
AND THE IMPACT OF COMPETITIVE MARKET FORCES. YOU SHOULD NOT PLACE UNDUE
RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH APPLY ONLY AS OF
THE DATE OF THIS REPORT.
THE FOLLOWING DISCUSSION SHOULD BE READ IN CONJUNCTION WITH THE MANAGEMENT'S
DISCUSSION AND ANALYSIS SECTION OF THE NORDSTROM, INC. ANNUAL REPORT ON FORM
10-K FOR THE FISCAL YEAR ENDED JANUARY 31, 2000.
Results of Operations:
- ----------------------
During the second quarter of 2000, sales increased 0.4% compared to the
corresponding quarter in 1999. For the six-month period, sales increased 4.6%
compared to the corresponding period in 1999. Comparable store sales (sales
in stores open at least one full fiscal year at the beginning of the fiscal
year) decreased 4.5% for the quarter and 0.3% for the six-month period,
primarily due to calendar variations, the most significant of which was a
shift in the timing of the 2000 Anniversary Sale which resulted in five fewer
days included in the second quarter of 2000 than were in the 1999 second
quarter.
Gross profit (net sales less cost of sales and related buying and occupancy
expenses) as a percentage of net sales decreased to 34.2% in the second
quarter of 2000, as compared to 34.6% in the same period in 1999 due primarily
to a lack of sales leverage and to higher buying costs. For the six-month
period, gross profit as a percentage of net sales improved to 34.5%, as
compared to 34.3% in the same period in 1999, due primarily to an increase in
markups at the full-line stores.
For the second quarter of 2000, selling, general and administrative expenses
as a percentage of net sales increased to 29.6%, compared to 27.4% for the
second quarter of 1999. For the six-month period, selling, general and
administrative expenses as a percentage of net sales were 30.6%, compared to
28.7% for the corresponding period in 1999. The increase for the quarter and
10 of 15
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (CONT.)
six-month period was due to several factors. Selling costs increased due
primarily to high levels of staffing relative to sales volumes and higher wage
and overtime rates in certain regions. Promotional expenses increased
primarily due to the Company's National Brand Campaign and increased catalog
production costs due to new catalogs for Nordstrom.com. Information services
costs also increased due to the Company's process redesign initiatives for the
retail stores and higher web design expenses for certain Nordstrom.com
projects. Additionally, credit expenses increased due to numerous credit card
marketing programs.
Interest expense, net increased by 14.5% during the quarter, to $14.3
million. For the six-month period, interest expense, net increased 12.7% to
$27.6 million. The increase for the quarter and the six-month period was due
to higher average borrowing levels, as compared to the prior year, which were
mainly used to finance the Company's capital spending and share repurchase
activity.
A loss of $10.5 million has been recognized for the quarter ended July 31,
2000 to write down the value of an investment in common shares of a public
company. The Company's investment of $32.8 million had a market value of $22.3
million as of July 31, 2000. This investee is attempting to obtain additional
capital to allow it to fund its operations beyond the current fiscal year.
However, the Company is expected to take an additional impairment charge in
the third quarter related to this investment due to the financial condition of
the investee and general market conditions affecting companies in this market
segment.
Service charge income and other, net increased by 31.8% during the quarter,
to $33.0 million. For the six-month period, service charge income and other,
net increased 20.5% to $64.2 million. The increase for the quarter and the
six-month period was due to higher accounts receivable securitization income,
and higher service charge and late fee income associated with increases in the
number of credit accounts and credit sales.
Net earnings for the quarter ended July 31, 2000 decreased 35.9% to
$45.4 million from $70.8 million in the same period in 1999. Net earnings for
the six months ended July 31, 2000 decreased 23.6% to $78.2 million from
$102.4 million in the same period in 1999. The decrease for the quarter and
the six-month period was primarily due to flat sales impacted by timing of
event and calendar variations and higher selling, general and administrative
expenses, partially offset by higher service charge income. Net earnings were
also impacted by a $10.5 million pretax charge related to the write-down of an
investment.
For the second quarter ended July 31, 2000, diluted earnings per share were
$0.35, a decrease of 31.4% from the $0.51 achieved in the same period in 1999.
For the six-month period ended July 31, 2000, diluted earnings per share were
$0.60, a decrease of 16.7% from the $0.72 achieved in the same period in 1999.
The decrease in diluted earnings per share for the quarter and six-month
period was due primarily to flat sales, higher selling, general and
administrative expenses and the write-down of an investment ($0.05 per share
after tax), partially offset by a decrease in the number of shares
outstanding.
11 of 15
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (CONT.)
Liquidity and Capital Resources:
- --------------------------------
The Company finances its working capital needs, capital expenditures and
share repurchase activity with cash provided by operations and outside
borrowings. The Company's cash and cash equivalents decreased $4.3 million
during the six-month period ended July 31, 2000, as cash used for investing
activities was slightly more than the cash provided by operations. The
increase in accounts payable was primarily due to a change in the Company's
policy to pay its vendors based on receipt of goods rather than the invoice
date.
During the quarter, the Company opened four new Rack stores in Plano, Texas;
Hurst, Texas; Glendale, California and Troy, Michigan. Additionally, in
August 2000, the Company opened three full-line stores in Frisco, Texas;
Broomfield, Colorado and Roseville, California, and one Rack store in
Honolulu, Hawaii. The Company plans to open another two full-line stores and
four Rack stores during the remainder of fiscal year 2000.
Although the Company has made commitments for stores opening in 2000 and
beyond, it is possible that in one or more instances store site negotiations
may be terminated and the store may not be built or delays may occur.
Furthermore, environmental and land use regulations and the difficulties
encountered by shopping center developers in securing financing could make
future development of stores more difficult, time-consuming and expensive.
In November 1999, the Board of Directors authorized an additional repurchase
of $150 million of the Company's common stock. During the six months ended
July 31, 2000, the Company repurchased 3.3 million shares of its common
stock for an aggregate of approximately $75 million. At July 31, 2000, the
Company had remaining share repurchase authorization of approximately $93
million.
Seasonality
- ------------
The Company's business, like that of other retailers, is subject to seasonal
fluctuations. 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. Accordingly, results for any
quarter are not necessarily indicative of the results that may be achieved
for a full fiscal year.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is subject to the risk of fluctuating interest rates in the normal
course of business, primarily as a result of its short-term borrowing and
investment activities which generally bear interest at variable rates.
Because the short-term borrowings and investments, other than the investment
in marketable equity securities, have maturities of three months or less, the
Company believes that the risk of material loss is low, and that the carrying
amount approximates fair value. The Company's investment in marketable equity
securities is classified as available-for-sale and is recorded on the balance
sheet at fair value based upon the quoted market price with unrealized gains
or losses reported as a separate component of accumulated other comprehensive
income. Realized gains and losses and declines in value judged to be
12 of 15
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK (CONT.)
other than temporary are included in net earnings. At July 31, 2000, the
Company had outstanding borrowings of $213 million under short-term notes
payable, which bear interest from 6.52% to 6.60%, and mature from August 1,
2000 to August 7, 2000.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
- -------------------------
The information required under this item is included in the following section
of Part I, Item 1 of this report:
Note 6 in Notes to Consolidated Financial Statements
Item 4. Submission of Matters to a Vote of Security Holders
- -----------------------------------------------------------
The Company held its Annual Shareholders Meeting on May 16, 2000, at which
time the shareholders voted on the following proposals:
(1) Election of ten directors for a one-year term each.
Name of Candidate For Withheld
--------------------- ----------- -----------
D. Wayne Gittinger 115,792,379 2,039,390
Enrique Hernandez, Jr. 114,129,829 3,701,940
Ann D. McLaughin 106,429,344 11,402,425
John A. McMillan 116,799,290 1,032,479
Bruce A. Nordstrom 116,794,204 1,037,565
John N. Nordstrom 116,798,053 1,033,716
Alfred E. Osborne, Jr. 106,458,438 11,373,331
William D. Ruckelshaus 116,256,072 1,575,697
John J. Whitacre 106,458,800 11,372,969
Bruce G. Willison 106,770,518 11,061,251
There were no abstentions and no broker non-votes.
(2) Approval of the Employee Stock Purchase Plan
The vote was 98,432,403 for, 3,133,930 against, and there were 266,338
abstentions. There were no broker non-votes.
(3) Approval of an Amendment to the 1997 Employee Stock Option Plan, to
increase the number of shares of common stock authorized under the 1997
Employee Stock Option Plan to 18 million.
The vote was 81,233,827 for, 20,289,215 against, and there were 318,704
abstentions. There were no broker non-votes.
(4) Ratification of appointment of Deloitte and Touche LLP as auditors
The vote was 117,008,319 for, 627,881 against, and there were 195,568
abstentions. There were no broker non-votes.
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Item 4. Submission of Matters to a Vote of Security Holders (CONT.)
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(5) Shareholder proposal regarding a report on Vendor Standards compliance
mechanisms and progress in achieving compliance for its vendors.
The vote was 8,847,694 for, 88,928,101 against, and there were 4,056,907
abstentions. There were no broker non-votes.
Item 6. Exhibits and Reports on Form 8-K
- -----------------------------------------
(a) Exhibits
--------
(3.1) Bylaws (as amended and restated on May 16, 2000) of the
Registrant are filed herein as an Exhibit.
(10.1) 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 filed
herein as an Exhibit.
(10.2) 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 filed
herein as an Exhibit.
(10.3) 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 filed
herein as an Exhibit.
(10.4) 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 filed herein as an Exhibit.
(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.
On September 7, 2000, the Company filed an 8-K reporting senior
management changes that occurred on August 31, 2000, including the
appointment of Blake Nordstrom as president of the Company and Bruce
Nordstrom as chairman of the board of directors. Additionally, it was
reported that John Whitacre, out-going chairman and chief executive
officer, and Mike Stein, executive vice president and chief financial
officer, had resigned effective August 31, 2000.
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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/ Michael G. Koppel
----------------------------------------------------
Michael G. Koppel
Vice President and Corporate Controller
(Principal Accounting Officer)
Date: September 13, 2000
------------------
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NORDSTROM, INC. AND SUBSIDIARIES
Exhibit Index
Exhibit Method of Filing
- ------- ----------------
3.1 Bylaws (as amended and restated Filed herewith electronically
on May 16, 2000) of the
Registrant
10.1 Third Amendment to the Transfer Filed herewith electronically
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.
10.2 Fourth Amendment to the Transfer Filed herewith electronically
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.
10.3 Fifth Amendment to the Transfer Filed herewith electronically
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.
10.4 First Amendment to the Master Filed herewith electronically
Pooling and Servicing Agreement
dated March 1, 2000, between
Nordstrom fsb and Wells Fargo
Bank West, N.A., as trustee,
27.1 Financial Data Schedule Filed herewith electronically