UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 10-K/A
(Mark One) | ||
þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended January 31, 2004
OR
o | 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.
Washington (State or other jurisdiction of incorporation or organization) |
91-0515058 (IRS employer Identification No.) |
|
1617 Sixth Avenue, Seattle, Washington (Address of principal executive offices) |
98101 (Zip code) |
Registrants telephone number, including area code: 206-628-2111
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange | ||
Title of each class | on which registered | |
Common Stock, without par value | New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: None
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 þ NO o
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 registrants 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. o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act 12b-2). YES þ NO o
As of August 2, 2003 the aggregate market value of the Registrants voting and non-voting stock held by non-affiliates of the Registrant was approximately $2.1 billion using the closing sales price on that day of $21.03.
On February 28, 2004, 138,420,456 shares of common stock were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
1. Portions of the Nordstrom, Inc. 2003 Amended Financial Report for fiscal year ended January 31, 2004 are incorporated into Parts I, II and IV
2. Portions of Proxy Statement for 2004 Annual Meeting of Shareholders scheduled to be held on May 25, 2004 are incorporated into Part III
Explanatory Note
This Amendment to the Annual Report on Form 10-K for Nordstrom, Inc. (the Company) for the fiscal year ended January 31, 2004, is being filed to correct two errors in our previously issued financial statements: the statements of cash flows presentation of property incentive cash inflows and the balance sheet classification of leased assets that were previously treated as sale-leaseback transactions. In addition, we have reclassified balances in our previously issued financial statements to conform to our current presentation. The principal reclassification items relate to the balance sheet and cash flow presentation of the following: our Auction Rate Securities, our presentation of outstanding checks drawn on our disbursement banks, and our third party credit card receivables. We also have a reclassification in our statements of earnings related to our loyalty program. See Note 25 in our Notes to Consolidated Financial Statements of our 2003 Amended Financial Statements, incorporated by reference herein from Exhibit 13.1 of this report, for a discussion of these corrections and reclassifications, and a reconciliation of amounts previously reported to those shown herein. We have also revised our discussion in Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations and have updated our lease accounting policy disclosure in Note 1. Information not affected by the corrections and reclassifications as described in Note 25 remains unchanged and reflects the disclosures made at the time of the original filing of the Form 10-K on March 30, 2004. Our previously reported net earnings, earnings per share and shareholders equity are not impacted by these corrections and reclassifications.
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TABLE OF CONTENTS
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PART I
Item 1. Business.
We incorporated in the State of Washington in 1946 as the successor to a retail shoe business that started in 1901. As of January 31, 2004, we operated 92 large specialty stores, selling a wide selection of apparel, shoes and accessories for women, men and children.
We also operated 49 stores under the name Nordstrom Rack and one clearance store under the name Last Chance. The Nordstrom Rack stores purchase merchandise directly from manufacturers, as well as serving, in part, as outlets for clearance merchandise from our large specialty stores.
We also operated one free-standing shoe store under the name Nordstrom and five U.S. specialty boutiques under the name Façonnable. As a result of the acquisition of Façonnable, S.A.S. of Nice, France in October 2000, we also operated 31 Façonnable boutiques located primarily in Europe. Façonnable is a wholesaler and retailer of high quality mens and womens apparel and accessories.
We generate catalog and Internet sales through Nordstrom Direct (formerly known as Nordstrom.com) and service charge income through Nordstrom Credit, Inc.
In March 2004, we opened one large specialty store in Charlotte, NC. In addition, we plan to open a large specialty store in Miami, FL in the fall of 2004. We are scheduled to open four large specialty stores in 2005, located in Dallas, TX; San Antonio, TX; Irvine, CA; and Atlanta, GA.
The west coast and the east coast of the United States are the markets in which we have the largest presence. An economic downturn or other significant event within one of these markets may have a material effect on our operating results.
We purchase merchandise from many suppliers, no one of which accounted for more than 2% of 2003 net purchases. We believe that we are not dependent on any one supplier, and consider our relations with our suppliers to be satisfactory.
We have approximately 102 registered trademarks. The loss or abandonment of the Federally registered names Nordstrom or Façonnable would materially impact our business. The loss or abandonment of the Federally registered trademarks Brass Plum, Baby N, Caslon, Classiques Entier, Frenchi, Halogen and Rubbish may impact our business, 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 our business.
Due to our 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, 2004, we regularly employed on a full or part-time basis an average of approximately 46,000 employees. Due to the seasonal nature of our business, employment increased to approximately 54,000 employees in July 2003 and 52,000 in December 2003.
We offer our customers a liberal return policy at our full-line stores. Nordstrom Rack stores accept returns up to 30 days from the date of purchase. In general, our return policy is somewhat more generous than industry standards. We properly accrue for estimated sales returns based on our historical knowledge of return trends. We strive to maintain our inventory at optimum levels that enable us to maximize sales while minimizing markdowns.
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Item 1. Business (continued).
Our business is highly competitive. Our stores compete with other national, regional and local retail establishments within our operating areas which carry similar lines of merchandise, including department stores, specialty stores, boutiques, and mail order and Internet businesses. Our specific competitors vary from market to market. We believe the principal methods of competing in our industry include customer service, value, quality of product, fashion, advertising, store location and depth of selection.
We file annual, quarterly and current reports, proxy statements and other documents with the Securities and Exchange Commission (SEC). You may read and copy any material we file with the SEC at the SECs Public Reference Room at 450 Fifth Street, NW, Washington, DC 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet website at http://www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.
Our Internet website is http://www.nordstrom.com. We make available free of charge on or through our Internet website our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.
We have adopted a Code of Business Conduct and Ethics (Code of Ethics) and Corporate Governance Guidelines, as required by the listing standards of the New York Stock Exchange and the rules of the SEC. We have posted on our website our Code of Ethics, Corporate Governance Guidelines, and our Committee Charters for Audit, Compensation, Corporate Governance and Nominating, Executive, and Finance committees. These items are also available in print to any shareholder upon request to:
Nordstrom, Inc. Investor Relations
P.O. Box 2737
Seattle, Washington, 98111
(206) 303-3200
invrelations@nordstrom.com
Certain other information required under Item 1 is contained within the following sections of our 2003 Amended Financial Report, which sections are incorporated by reference herein from Exhibit 13.1 of this report:
Managements Discussion and Analysis |
Note 1: Summary of Significant Accounting Policies in Notes to Consolidated Financial Statements |
Note 18: Segment Reporting in Notes to Consolidated Financial Statements |
Note 20: Nordstrom.com in Notes to Consolidated Financial Statements |
Retail Store Facilities |
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Executive Officers of the Registrant
Officer | Family | |||||||||||
Name | Age | Title | Since | Relationship | ||||||||
Laurie M. Black
|
45 | Executive Vice President | 1997 | None | ||||||||
Mark S. Brashear
|
42 | Executive Vice President | 2001 | None | ||||||||
James H. Bromley
|
40 | Executive Vice President | 2002 | None | ||||||||
Linda Toschi Finn
|
56 | Executive Vice President | 1998 | None | ||||||||
Kevin T. Knight
|
48 | Executive Vice President;
Chairman and Chief Executive Officer of Nordstrom fsb; and President of Nordstrom Credit, Inc. |
1998 | None | ||||||||
Michael G. Koppel
|
47 | Executive Vice President and
Chief Financial Officer |
1999 | None | ||||||||
Daniel F. Little
|
42 | Executive Vice President and
Chief Administrative Officer |
2003 | None | ||||||||
David L. Mackie
|
55 | Vice President and
Corporate Secretary |
1994 | None | ||||||||
Blake W. Nordstrom
|
43 | President | 1991 | Brother of Erik B. and Peter E. Nordstrom; son of Bruce A. Nordstrom, a Director and Officer of the Company; and nephew of D. Wayne Gittinger, a Director of the Company. | ||||||||
Bruce A. Nordstrom
|
70 | Chairman of the Board of
Directors |
1966 | Father of Blake W., Erik B. and 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
|
40 | Executive Vice President | 1995 | Brother of Blake W. and Peter E. Nordstrom; son of Bruce A. Nordstrom, a Director and Officer of the Company; and nephew of D. Wayne Gittinger, a Director of the Company. | ||||||||
Peter E. Nordstrom
|
42 | Executive Vice President | 1995 | Brother of Blake W. and Erik B. Nordstrom; son of Bruce A. Nordstrom, a Director and Officer of the Company; and nephew of D. Wayne Gittinger, a Director of the Company. |
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Executive Officers of the Registrant (continued)
Officer | Family | |||||||||||
Name | Age | Title | Since | Relationship | ||||||||
James R. ONeal
|
45 | Executive Vice President | 1997 | None | ||||||||
Delena M. Sunday
|
43 | Executive Vice President | 1998 | None |
Laurie M. Black was named Executive Vice President and President of Nordstrom Rack in December 2001. Prior thereto she served as Vice President and Corporate Merchandise Manager from May 2000 to December 2001, as Vice President and Northwest Divisional Merchandise Manager from April 1999 to April 2000, and as Vice President and Northwest/Southwest Divisional Merchandise Manager from February 1997 to March 1999. Ms. Black has been employed by the Company since July 1978.
Mark S. Brashear was named Executive Vice President and President of Façonnable in December 2001. Prior thereto he served as Executive Vice President and Southwest General Manager from February 2001 to December 2001, as Division Vice President and Strategic Planning Manager of the Southwest Business Unit from April 1999 to February 2001, and as Strategic Planning Manager for California and the Southwest from February 1998 to April 1999. Mr. Brashear has been employed by the Company since September 1985.
James H. Bromley was named President of the Nordstrom Direct division in January 2004 and Executive Vice President of the Company in July 2002. He also served as President of Nordstrom Direct, Inc. from July 2002 through January 2004, and as Executive Vice President and Chief Financial Officer of Nordstrom.com, Inc. from April 2000 to July 2002. Prior to joining Nordstrom, Mr. Bromley served as Senior Vice President, Chief Financial Officer and Treasurer at Multiple Zones International, a supplier of computer products and services, from June 1999 to April 2000. From May 1998 to May 1999, he served as Managing Director at McDonald Investments.
Linda T. Finn was named Executive Vice President Marketing in September 2000. Prior thereto she served as Vice President and Marketing Director for the Full-line Store Group from October 1999 to September 2000 and as Vice President of Sales and Promotion from February 1998 to October 1999. Ms Finn has been employed by the Company since May 1975.
Kevin T. Knight was named Executive Vice President of the Company in September 2000. He also serves as Chairman and Chief Executive Officer of Nordstrom fsb, President of Nordstrom Credit, Inc., and, as of February 2000, President of Nordstrom Credit Group. Mr. Knight served as Vice President of the Company from April 1998 through September 2000, as President of Nordstrom fsb from June 1998 to June 1999, and as General Manager of the credit business from April 1998 through February 2000. Prior to joining the Company in April 1998, he served as Senior Vice President of Retailer Financial Services, a unit of General Electric Capital Corporation.
Michael G. Koppel was named Executive Vice President and Chief Financial Officer in May 2001. From August 1999 to May 2001, he served as Vice President, Corporate Controller and Principal Accounting Officer. Prior thereto Mr. Koppel served as Chief Operating Officer of CML Group, a specialty retail holding company, and as Chief Financial Officer of Lids Corporation, a mall based specialty retailer from 1997 through 1998, and 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.
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Executive Officers of the Registrant (continued)
Daniel F. Little was named Executive Vice President and Chief Administrative Officer in March 2003. From July 2002 until March 2003, he served as Vice President of Supply Chain Strategy. Prior thereto, Mr. Little spent nine years working in various assignments with Colgate-Palmolive, most recently as Manufacturing General Manager for Personal Care Products in Europe.
David L. Mackie was named Vice President Real Estate and Corporate Secretary in December 2002. Prior thereto, he served as Vice President Real Estate and Director of Legal Affairs from June 2001 to December 2002 and as Vice President Real Estate from April 1994 to May 2001. Mr. Mackie has been employed by the Company since September 1983.
Blake W. Nordstrom was named President of the Company in August 2000. Prior thereto, he served as Executive Vice President and President of Nordstrom Rack from February 2000 to August 2000, and as Co-President of the Company from June 1995 to February 2000. Mr. Nordstrom has been employed by the Company since June 1976.
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 Full-line Stores in August 2000. Prior thereto, he served as Executive Vice President and Northwest General Manager from February 2000 to August 2000, and as Co-President of the Company from June 1995 to February 2000. Mr. Nordstrom has been employed by the Company since July 1979.
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 from February 2000 to September 2000, and as Co-President of the Company from June 1995 to February 2000. Mr. Nordstrom has been employed by the Company since August 1978.
James R. ONeal was named Executive Vice President and President of Nordstrom Product Group in December 2001. Prior thereto, he served as Executive Vice President and General Manager of the East Coast from August 2000 until December 2001, and as Executive Vice President and Southwest General Manager from November 1997 to December 2001. Mr. ONeal has been employed by the Company since June 1980.
Delena M. Sunday was named Executive Vice President Human Resources and Diversity Affairs in November 2002. Prior thereto, she served as Executive Vice President of Diversity Affairs from September 2000 to November 2002, and as Vice President of Diversity Affairs from February 1998 to September 2000. Ms. Sunday has been employed by the Company since April 1980.
The officers are appointed annually by the Board of Directors following each years Annual Meeting of Shareholders. Officers serve at the discretion of the Board of Directors.
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Item 2. Properties.
The following table summarizes the number of retail stores owned or operated by us, and the percentage of total store area represented by each listed category at January 31, 2004:
Number of | % of total store | |||||||
stores | square footage | |||||||
Owned stores |
32 | 26.7 | % | |||||
Leased stores |
106 | 31.5 | ||||||
Owned on leased land |
39 | 40.2 | ||||||
Partly owned & partly leased |
2 | 1.6 | ||||||
179 | 100 | % | ||||||
We also operate 6 merchandise distribution centers located throughout the U.S., which are utilized by the Retail Stores segment, all of which are owned. The Catalog/Internet segment utilizes one fulfillment center, which is owned on leased land. Our administrative offices in Seattle, Washington are a combination of leased and owned space. We lease the 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 our 2003 Amended Financial Report, which sections are incorporated by reference herein from Exhibit 13.1 of this report:
Note 11: Land, Buildings and Equipment in Notes to Consolidated Financial Statements |
Note 13: Long-Term Debt in Notes to Consolidated Financial Statements |
Note 14: Leases 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 our 2003 Amended Financial Report, which section is incorporated by reference herein from Exhibit 13.1 of this report:
Note 23: Contingent Liabilities in Notes to Consolidated Financial Statements
Item 4. Submission of Matters to a Vote of Security Holders.
None
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PART II
Item 5. Market for Registrants Common Equity and Related Stockholder Matters.
Our 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 10, 2004 was 83,610.
Certain other information required under this item with respect to stock prices and dividends is included in the following sections of our 2003 Amended Financial Report, which sections are incorporated by reference herein from Exhibit 13.1 of this report:
Consolidated Statements of Shareholders Equity |
Note 15: Stock-based Compensation in Notes to Consolidated Financial Statement |
Note 24: Selected Quarterly Data (unaudited) in Notes to Consolidated Financial Statements |
Item 6. Selected Financial Data.
The information required under this item is included in the following sections of our 2003 Amended Financial Report, which sections are incorporated by reference herein from Exhibit 13.1 of this report. The items below have been amended to reflect the changes discussed in Note 25:
Managements Discussion and Analysis |
Note 2: Cumulative Effect of Accounting Change in Notes to Consolidated Financial Statements |
Note 19: Restructurings and Impairments in Notes to Consolidated Financial Statements |
Note 20: Nordstrom.com in Notes to Consolidated Financial Statements |
Eleven-Year Statistical Summary |
Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operation.
The information required under this item is included in the following section of our 2003 Amended Financial Report, which section is incorporated by reference herein from Exhibit 13.1 of this report:
Managements Discussion and Analysis
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Interest Rate Risk
We are exposed to market risk from changes in interest rates. In seeking to minimize risk, we manage exposure through our regular operating and financing activities. We do not use financial instruments for trading or other speculative purposes and are not party to any leveraged financial instruments.
Interest rate exposure is managed through our mix of fixed and variable rate borrowings. Short-term borrowing and investing activities generally bear interest at variable rates, but because they have maturities of three months or less, we believe that the risk of material loss is low, and that the carrying amount approximated fair value.
During 2003, we have effectively converted our $250 million 5.63% fixed rate debt to a variable rate through the use of an interest rate swap. Under the agreement, we received a fixed rate of 5.63% and paid a variable rate based on LIBOR plus a margin of 2.3% set at six-month intervals (3.945% at January 31, 2004). The swap will expire in 2009.
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Item 7A. Quantitative and Qualitative Disclosures About Market Risk (continued)
In 2002 and 2003, we received $4.9 million and $2.3 million for the sale of two interest rate swaps. The first swap converted our $300 million, 8.95% fixed-rate debt to variable rate, while the second swap converted our $250 million, 5.63% fixed-rate debt to variable rate. The cash proceeds from each of the swaps will be recognized as interest income evenly over the remaining life of the related debt.
The table below presents information about our financial instruments that are sensitive to changes in interest rates, which consist of debt obligations and interest rate swaps for the year ended January 31, 2004. For debt obligations, the table presents principal amounts, at book value, by maturity date, and related weighted average interest rates. For interest rate swaps, the table presents notional amounts and weighted average interest rates by expected (contractual) maturity dates. Notional amounts are the predetermined dollar principal on which the exchanged interest payments are based.
Fair value | ||||||||||||||||||||||||||||||||
Total at | of liabilities | |||||||||||||||||||||||||||||||
Dollars in | January 31, | January 31, | ||||||||||||||||||||||||||||||
thousands | 2004 | 2005 | 2006 | 2007 | 2008 | Thereafter | 2004 | 2004 | ||||||||||||||||||||||||
Long-term debt |
||||||||||||||||||||||||||||||||
Fixed |
$ | 6,833 | $ | 299,245 | $ | 304,668 | $ | 4,678 | $ | 254,720 | $ | 372,190 | $ | 1,242,334 | $ | 1,335,801 | ||||||||||||||||
Avg. int. rate |
6.2 | % | 8.2 | % | 4.9 | % | 9.7 | % | 5.7 | % | 7.2 | % | 6.6 | % | ||||||||||||||||||
Interest rate swap |
||||||||||||||||||||||||||||||||
Fixed to variable |
| | | | | $ | 250,000 | $ | 250,000 | $ | (8,091 | ) | ||||||||||||||||||||
Avg. pay rate |
| | | | | 3.945 | % | 3.945 | % | |||||||||||||||||||||||
Avg. receive rate |
| | | | | 5.63 | % | 5.63 | % |
Foreign Currency Exchange Risk
The majority of our revenue, expense and capital expenditures are transacted in U.S. dollars. However, we periodically enter into foreign currency purchase orders for apparel and shoes denominated in Euros. We use forward contracts to hedge against fluctuations in foreign currency prices. The fair value of our outstanding forward contracts at January 31, 2004 was not material. The use of derivatives is limited to only those financial instruments that have been authorized by our Chief Financial Officer and Treasurer.
In addition, the functional currency of Façonnable, S.A.S. of Nice, France is the Euro. Assets and liabilities of Façonnable 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 an average exchange rate during the period. Foreign currency gains and losses from the translation of Façonnables balance sheet and income statement are included in other comprehensive earnings. Foreign currency gains or losses from certain intercompany loans are recorded in service charge income and other, net.
We considered the potential impact of a hypothetical 10% adverse change in foreign exchange rates and we believe that such a change would not have a material impact on our cash flows of financial instruments that are sensitive to foreign currency exchange risk. The model measured the change in cash flows arising from the 10% adverse change in foreign exchange rates, and covered long-term debt denominated in Euros.
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Item 7A. Quantitative and Qualitative Disclosures About Market Risk (continued)
Certain other information required under this item is included in the following sections of our 2003 Amended Financial Report, which sections are incorporated by reference herein from Exhibit 13.1 of this report:
Note 1: Summary of Significant Accounting Policies in Notes to Consolidated
Financial Statements |
Note 12: Notes Payable in Notes to Consolidated Financial Statements |
Note 13: Long-Term Debt in Notes to Consolidated Financial Statements |
Note 14: Leases in Notes to Consolidated Financial Statements |
Note 22: Vulnerability Due to Certain Concentrations 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 our 2003 Amended Financial Report, 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 |
Report of Independent Registered Public Accounting Firm |
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None
Item 9A. Controls and Procedures.
As of the end of the period covered by this Annual Report on Form 10-K/A, we performed an evaluation under the supervision and with the participation of management, including our President and Chief Financial Officer, of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Securities and Exchange Act of 1934 (the Exchange Act)). Based upon that evaluation, our President and our Chief Financial Officer concluded that, as of the end of the period covered by this Annual Report, our disclosure controls and procedures are effective in the timely recording, processing, summarizing and reporting of material financial and non-financial information.
There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) of the Exchange Act) during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
In coming to the conclusion that our internal control over financial reporting was effective as of January 31, 2004, our management considered, among other things, the control deficiencies related to the cash flow statement classification of property incentives and the balance sheet classification of leased assets that were previously treated as sale-leaseback transactions, which resulted in this restatement of our previously issued financial statements, as disclosed in Note 25 of our 2003 Amended Financial Statements. After reviewing and analyzing the Securities and Exchange Commissions Staff Accounting Bulletin (SAB) No. 99, Materiality, Accounting Principles Board Opinion No. 20, Accounting
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Changes, and Public Company Accounting Oversight Board Auditing Standard No. 2 An Audit of Internal Control over Financial Reporting Performed in Conjunction with an Audit of Financial Statements and taking into consideration that the restatement adjustments did not impact our net sales, net earnings, diluted earnings per share, total cash flows or shareholders equity, our management concluded that the control deficiencies that resulted in this restatement of the previously issued financial statements was not a material weakness. Following our identification of these control deficiencies, we have corrected our process for preparing our statements of cash flows by performing a more thorough review of the classifications of our cash flows to comply with SFAS No. 95 Statement of Cash Flows and SFAS No. 102 Statement of Cash Flows Exemption of Certain Enterprises and Classification of Cash Flows from Certain Securities Acquired for Resale An Amendment of FASB Statement No. 95. We have also corrected our process for evaluating sale-leasebacks by incorporating a more thorough review of SFAS No. 98 Accounting for Leases and SFAS No. 66 Accounting for Sales of Real Estate to any potential sale-leasebacks. In addition, we will continue to monitor GAAP developments and changes in our business to reduce the risk of classification errors in our statements of cash flows and balance sheets.
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PART III
Item 10. Directors and Executive Officers of the Registrant.
The information required under this item with respect to our Directors and compliance with Section 16(a) of the Exchange Act is included in the following sections of our Proxy Statement for our 2004 Annual Meeting of Shareholders, which sections are incorporated by reference herein and will be filed within 120 days after the end of our fiscal year:
Board Committees |
Code of Business Conduct and Ethics |
Election of Directors |
Section 16(a) Beneficial Ownership Reporting Compliance |
The information required under this item with respect to our 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 our Proxy Statement for our 2004 Annual Meeting of Shareholders, which sections are incorporated by reference herein and will be filed within 120 days after the end of our fiscal year:
Compensation of Executive Officers in the Year Ended January 31, 2004 |
Compensation Committee Report on the Fiscal Year Ended January 31, 2004 |
Stock Price Performance |
Compensation of Directors |
Item 12. Security Ownership of Certain Beneficial Owners and Management.
The information required under this item is included in the following section of our Proxy Statement for our 2004 Annual Meeting of Shareholders, which sections are incorporated by reference herein and will be filed within 120 days after the end of our fiscal year:
Security Ownership of Certain Beneficial Owners and Management
Equity Compensation Plans
Item 13. Certain Relationships and Related Transactions.
The information required under this item is included in the following sections of our Proxy Statement for our 2004 Annual Meeting of Shareholders, which sections are incorporated by reference herein and will be filed within 120 days after the end of our fiscal year:
Election of Directors |
Certain Relationships and Related Transactions |
Page 14 of 32
Item 14. Principal Accountant Fees and Services.
The information required under this item is included in the following section of our Proxy Statement for our 2004 Annual Meeting of Shareholders, which section is incorporated by reference herein and will be filed within 120 days after the end of our fiscal year:
Ratification of the Appointment of Independent Registered Public Accounting Firm
PART IV
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a)1. Financial Statements |
The following consolidated financial information and statements and the Report of Independent Registered Public Accounting Firm 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 |
Report of Independent Registered Public Accounting Firm |
(a)2. Financial Statement Schedules |
Page | ||||
Report of Independent Registered Public Accounting Firm |
23 | |||
Consent of Independent Registered Public Accounting Firm |
24 | |||
Schedule II
- Valuation and Qualifying Accounts |
25 |
Other schedules for which provision is made in Regulation S-X are not required, are inapplicable, or the information is included in our 2003 Amended Financial Report 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 on May 21, 2002 are hereby incorporated by reference from the Registrants Form 10-Q for the quarter ended July 31, 2002, Exhibit 3.1. | |||
(3.2) | Bylaws of the Registrant, as amended and restated on November 18, 2003, hereby incorporated by reference from the Registrants Form 10-Q for the quarter ended November 1, 2003, Exhibit 3.2. | |||
(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. |
Page 15 of 32
(a)3. Exhibits (continued) |
(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. | |||
(10.1) | Merchant Agreement dated August 30, 1991 between Registrant and Nordstrom National Credit Bank is hereby incorporated by reference from the Registrants Quarterly Report on Form 10-Q for the quarter ended July 31, 1991, Exhibit 10.1. | |||
(10.2) | Nordstrom Supplemental Executive Retirement Plan (2003 Restatement) is hereby incorporated by reference from the Registrants Form 10-Q for the quarter ended November 1, 2003, Exhibit 10.1. | |||
(10.3) | The 1993 Non-Employee Director Stock Incentive Plan is hereby incorporated by reference from the Registrants 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 Registrants Quarterly Report on Form 10-Q for the quarter ended October 31, 1996, Exhibit 10.1. | |||
(10.6) | First Amendment to the Master Pooling and Servicing Agreement dated August 14, 1996, between Nordstrom fsb and Wells Fargo Bank West, N.A., as trustee, dated March 1, 2000 is hereby incorporated by reference from the Registrants Quarterly Report on Form 10-Q for the quarter ended July 31, 2000, Exhibit 10.4. | |||
(10.7) | 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 Registrants Quarterly Report on Form 10-Q for the quarter ended October 31, 1996, Exhibit 10.2. | |||
(10.8) | 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. | |||
(10.9) | 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. | |||
(10.10) | Third 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 October 1, 2001 is hereby incorporated by reference from the Nordstrom Credit, Inc. Form 10-K for the year ended January 31, 2002, Exhibit 10.11. |
Page 16 of 32
(a)3. Exhibits (continued) |
(10.11) | 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 Registrants Quarterly Report on Form 10-Q for the quarter ended October 31, 1996, Exhibit 10.3. | |||
(10.12) | First Amendment to the Transfer and Administration Agreement dated August 14, 1996 between Enterprise Funding Corporation, Nordstrom National Credit Bank, The Financial Institutions From Time to Time Parties Thereto, and Nationsbank, N.A., dated August 19, 1997 is hereby incorporated by reference from the Registrants Form 10-Q for the quarter ended April 30, 1999, Exhibit 10.1. | |||
(10.13) | Second Amendment to the Transfer and Administration Agreement dated August 14, 1996 between Enterprise Funding Corporation, Nordstrom National Credit Bank, The Financial Institutions From Time to Time Parties Thereto, and Nationsbank, N.A., dated July 23, 1998 is hereby incorporated by reference from the Registrants Form 10-Q for the quarter ended April 30, 1999, Exhibit 10.2. | |||
(10.14) | Third Amendment to the Transfer and Administration Agreement dated August 14, 1996 between Enterprise Funding Corporation, Nordstrom National Credit Bank, The Financial Institutions From Time to Time Parties Thereto, and Nationsbank, N.A., dated August 11, 1999 is hereby incorporated by reference from the Registrants Quarterly Report on Form 10-Q for the quarter ended July 31, 2000, Exhibit 10.1. | |||
(10.15) | Fourth Amendment to the Transfer and Administration Agreement dated August 14, 1996 between Enterprise Funding Corporation, Nordstrom fsb, The Financial Institutions From Time to Time Parties Thereto, and Nationsbank, N.A., dated March 1, 2000 is hereby incorporated by reference from the Registrants Quarterly Report on Form 10-Q for the quarter ended July 31, 2000, Exhibit 10.2. | |||
(10.16) | Fifth Amendment to the Transfer and Administration Agreement dated August 14, 1996 between Enterprise Funding Corporation, Nordstrom fsb, The Financial Institutions From Time to Time Parties Thereto, and Nationsbank, N.A., dated July 20, 2000 is hereby incorporated by reference from the Registrants Quarterly Report on Form 10-Q for the quarter ended July 31, 2000, Exhibit 10.3. | |||
(10.17) | The Nordstrom, Inc. 1997 Stock Option Plan, amended and restated as of February 16, 2000 is hereby incorporated by reference from the Registrants Form 10-Q for the quarter ended August 2, 2003, Exhibit 10.1. | |||
(10.18) | The Nordstrom, Inc. Profit Sharing and Employee Deferral Retirement Plan is hereby incorporated by reference from the Registrants Report on Form S-8, Registration No. 333-79791 filed on June 2, 1999. | |||
(10.19) | 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 Registrants Form 10-Q for the quarter ended October 31, 1999, Exhibit 10.1. | |||
(10.20) | Commercial Paper Dealer Agreement dated October 2, 1997 between Registrant and Bancamerica Securities, Inc. is hereby incorporated by reference from the Registrants Quarterly Report on Form 10-Q for the quarter ended October 31, 1997, Exhibit 10.1. |
Page 17 of 32
(a)3. Exhibits (continued) |
(10.21) | Commercial Paper Agreement dated October 2, 1997 between Registrant and Credit Suisse First Boston Corporation is hereby incorporated by reference from the Registrants Quarterly Report on Form 10-Q for the quarter ended October 31, 1997, Exhibit 10.2. | |||
(10.22) | 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 Registrants Quarterly Report on Form 10-Q for the quarter ended October 31, 1997, Exhibit 10.3. | |||
(10.23) | Joint Venture Agreement between Nordstrom, Inc. and Nordstrom.com, Inc. dated as of August 24, 1999 is hereby incorporated by reference from the Registrants Form 10-K for the year ended January 31, 2000, Exhibit 10.21. | |||
(10.24) | 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 Registrants Form 10-K for the year ended January 31, 2000, Exhibit 10.22. | |||
(10.25) | 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 10.24 above), is hereby incorporated by reference from the Registrants Form 10-K for the year ended January 31, 2000, Exhibit 10.23. | |||
(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 Façonnable, S.A.S., is hereby incorporated by reference to Exhibit 2.1 to the Registrants 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 September 27, 2000 by and among Nordstrom, Inc., Nordstrom European Capital Group, and the Selling Shareholders of Façonnable, S.A.S., dated October 20, 2000 is hereby incorporated by reference to Exhibit 2.2 to the Registrants 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 Registrants Quarterly Report on Form 10-Q for the quarter ended October 31, 2000, Exhibit 10.3. | |||
(10.29) | Amended and Restated Revolving Credit Facility between Registrant and a group of commercial banks, dated November 20, 2001 is hereby incorporated by reference from the Registrants Form 10-K for the year ended January 31, 2002, Exhibit 10.30. | |||
(10.30) | Receivables Purchase Agreement dated October 1, 2001 between Nordstrom Credit, Inc. and Nordstrom Private Label Receivables, LLC is hereby incorporated by reference from the Nordstrom Credit, Inc. Form 10-K for the year ended January 31, 2002, Exhibit 10.21. |
Page 18 of 32
(a)3. Exhibits (continued) |
(10.31) | Transfer and Servicing Agreement dated October 1, 2001 between Nordstrom Private Label Receivables, LLC, Nordstrom fsb, Wells Fargo Bank Minnesota, N.A., and Nordstrom Private Label Credit Card Master Note Trust is hereby incorporated by reference from the Nordstrom Credit, Inc. Form 10-K for the year ended January 31, 2002, Exhibit 10.22. | |||
(10.32) | Master Indenture dated October 1, 2001 between Nordstrom Private Label Credit Card Master Note Trust and Wells Fargo Bank Minnesota, N.A., as trustee, is hereby incorporated by reference from the Nordstrom Credit, Inc. Form 10-K for the year ended January 31, 2002, Exhibit 10.23. | |||
(10.33) | Series 2001-1 Indenture Supplement dated October 1, 2001 between Nordstrom Private Label Credit Card Master Note Trust and Wells Fargo Bank Minnesota, N.A., as trustee, is hereby incorporated by reference from the Nordstrom Credit, Inc. Form 10-K for the year ended January 31, 2002, Exhibit 10.24. | |||
(10.34) | Series 2001-2 Indenture Supplement dated December 4, 2001 between Nordstrom Private Label Credit Card Master Note Trust and Wells Fargo Bank Minnesota, N.A., as trustee, is hereby incorporated by reference from the Nordstrom Credit, Inc. Form 10-K for the year ended January 31, 2002, Exhibit 10.25. | |||
(10.35) | Amended and Restated Trust Agreement dated October 1, 2001 between Nordstrom Private Label Receivables, LLC, and Wilmington Trust Company, as trustee, is hereby incorporated by reference from the Nordstrom Credit, Inc. Form 10-K for the year ended January 31, 2002, Exhibit 10.26. | |||
(10.36) | Note Purchase Agreement dated December 4, 2001 between Nordstrom Private Label Receivables, LLC, Nordstrom fsb, Falcon Asset Securitization Corporation, and Bank One, NA, as agent, is hereby incorporated by reference from the Nordstrom Credit, Inc. Form 10-K for the year ended January 31, 2003, Exhibit 10.25. | |||
(10.37) | First Amendment to the Note Purchase Agreement dated December 4, 2001 between Nordstrom Private Label Receivables, LLC, Nordstrom fsb, Falcon Asset Securitization Corporation, and Bank One, NA, as agent, dated December 2, 2002 is hereby incorporated by reference from the Nordstrom Credit, Inc. Form 10-K for the year ended January 31, 2003, Exhibit 10.26. | |||
(10.38) | Second Amendment to the Note Purchase Agreement dated December 4, 2001 between Nordstrom Private Label Receivables, LLC, Nordstrom fsb, Falcon Asset Securitization Corporation, and Bank One, NA, as agent, dated December 2, 2003 is hereby incorporated by reference from the Nordstrom Credit, Inc. Form 10-K for the year ended January 31, 2004, Exhibit 10.25. | |||
(10.39) | Receivables Purchase Agreement dated April 1, 2002 between Nordstrom fsb and Nordstrom Credit Card Receivables LLC is hereby incorporated by reference from the Registrants Form 10-K for the year ended January 31, 2003, Exhibit 10.39. | |||
(10.40) | Administration Agreement dated April 1, 2002 between Nordstrom Credit Card Master Note Trust and Nordstrom fsb is hereby incorporated by reference from the Registrants Form 10-K for the year ended January 31, 2003, Exhibit 10.40. |
Page 19 of 32
(a)3. Exhibits (continued) |
(10.41) | Amended and Restated Trust Agreement dated April 1, 2002 between Nordstrom Credit Card Receivables LLC and Wilmington Trust Company is hereby incorporated by reference from the Registrants Form 10-K for the year ended January 31, 2003, Exhibit 10.41. | |||
(10.42) | Master Indenture dated April 1, 2002 between Nordstrom Credit Card Master Note Trust and Wells Fargo Bank Minnesota, National Association is hereby incorporated by reference from the Registrants Form 10-K for the year ended January 31, 2003, Exhibit 10.42. | |||
(10.43) | Series 2002-1 Indenture Supplement dated April 1, 2002 between Nordstrom Credit Card Master Note Trust and Wells Fargo Bank Minnesota, National Association is hereby incorporated by reference from the Registrants Form 10-K for the year ended January 31, 2003, Exhibit 10.43. | |||
(10.44) | Transfer and Servicing Agreement dated April 1, 2002 between Nordstrom Credit Card Receivables, LLC, Nordstrom fsb, Wells Fargo Bank Minnesota, National Association and Nordstrom Credit Card Master Note Trust is hereby incorporated by reference from the Registrants Form 10-K for the year ended January 31, 2003, Exhibit 10.44. | |||
(10.45) | Performance Undertaking dated September 28, 2001 between Registrant and Bank One, N.A., is hereby incorporated by reference from the Registrants Form 10-K for the year ended January 31, 2002, Exhibit 10.37. | |||
(10.46) | Performance Undertaking dated December 4, 2001 between Registrant and Bank One, N.A., is hereby incorporated by reference from the Registrants Form 10-K for the year ended January 31, 2002, Exhibit 10.38. | |||
(10.47) | Stock Purchase Agreement dated May 13, 2002 between the Registrant and the investors listed on Schedule A thereto, is hereby incorporated by reference from the Registrants Form 8-K filed on May 17, 2002, Exhibit 10.1. | |||
(10.48) | Promissory Note dated April 18, 2002 between 1700 Seventh, L.P. and New York Life Insurance Company, is hereby incorporated by reference from the Registrants Form 10-Q for the quarter ended April 30, 2002, Exhibit 10.2. | |||
(10.49) | Promissory Note dated April 18, 2002 between 1700 Seventh, L.P. and Life Investors Insurance Company of America, is hereby incorporated by reference from the Registrants Form 10-Q for the quarter ended April 30, 2002, Exhibit 10.3. | |||
(10.50) | Guaranty Agreement dated April 18, 2002 between Registrant, New York Life Insurance Company and Life Investors Insurance Company of America, is hereby incorporated by reference from the Registrants Form 10-Q for the quarter ended April 30, 2002, Exhibit 10.4. | |||
(10.51) | The 2002 Nonemployee Director Stock Incentive Plan, is hereby incorporated by reference from the Registrants Form 10-Q for the quarter ended July 31, 2002, Exhibit 10.1. | |||
(10.52) | Purchase and Sale Agreement dated December 16, 2002 between Nordstrom Credit, Inc. and Nudo-Weiner Associates, LLC is hereby incorporated by reference from Nordstrom Credit, Inc. Form 10-K for the year ended January 31, 2003, Exhibit 10.30. |
Page 20 of 32
(a)3. | Exhibits (continued) |
(10.53) | First Amendment to the Purchase and Sale Agreement dated December 16, 2002 between Nordstrom Credit, Inc. and Nudo-Weiner Associates, LLC, dated December 19, 2002 is hereby incorporated by reference from Nordstrom Credit, Inc. Form 10-K for the year ended January 31, 2003, Exhibit 10.31. | |||
(10.54) | Nordstrom Executive Deferred Compensation Plan (2003 Restatement) is hereby incorporated by reference from the Registrants Form 10-Q for the quarter ended August 2, 2003, Exhibit 10.2. | |||
(10.55) | Nordstrom Directors Deferred Compensation Plan (2002 Restatement) is hereby incorporated by reference from the Registrants Form 10-K for the year ended January 31, 2004, Exhibit 10.55. | |||
(10.56) | Nordstrom, Inc. Separation Program for Key Management Employees, restated effective June 1, 2001 is hereby incorporated by reference from the Registrants Form 10-K for the year ended January 31, 2004, Exhibit 10.56. | |||
(13.1) | The Companys 2003 Amended Financial Report is filed herein as an Exhibit. | |||
(21.1) | List of the Registrants Subsidiaries is hereby incorporated by reference from the Registrants Form 10-K for the year ended January 31, 2004, Exhibit 21.1. | |||
(23.1) | Report of Independent Registered Public Accounting Firm is on page 23 of this report. | |||
(23.2) | Consent of Independent Registered Public Accounting Firm is on page 24 of this report. | |||
(31.1) | Certification of President required by Section 302(a) of the Sarbanes-Oxley Act of 2002 is filed herein as an Exhibit. | |||
(31.2) | Certification of Chief Financial Officer required by Section 302(a) of the Sarbanes-Oxley Act of 2002 is filed herein as an Exhibit. | |||
(32.1) | Certification of President regarding annual report containing financial statements as required by Section 906 of the Sarbanes-Oxley Act of 2002, is furnished herein as an Exhibit. | |||
(32.2) | Certification of Chief Financial Officer regarding annual report containing financial statements as required by Section 906 of the Sarbanes-Oxley Act of 2002, is furnished herein as an Exhibit. |
All other exhibits are omitted because they are not applicable, not required, or because the required information is included in our 2003 Amended Financial Report to Shareholders. |
(b) | Reports on Form 8-K |
We filed a Form 8-K on November 6, 2003 attaching a press release to announce our preliminary October 2003 sales results. | ||||
We filed a Form 8-K on November 20, 2003 attaching a press release to announce our results of operations for the quarter ended November 1, 2003. | ||||
We filed a Form 8-K on December 4, 2003 attaching a press release to announce our preliminary November 2003 sales results. | ||||
We filed a Form 8-K on January 8, 2004 attaching a press release to announce our preliminary December 2003 sales results. |
Page 21 of 32
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 |
||||||||
Executive Vice President and |
||||||||
Chief Financial Officer |
||||||||
(Principal Financial Officer) |
Date: April 8, 2005
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 Officer: | Principal Executive Officer: | |||||||
/s/ Michael G. Koppel | /s/ Blake W. Nordstrom | |||||||
Michael G. Koppel | Blake W. Nordstrom | |||||||
Executive Vice President | President | |||||||
and Chief Financial Officer | ||||||||
Principal Accounting Officer: | ||||||||
/s/ Peter F. Collins | ||||||||
Peter F. Collins | ||||||||
Divisional Vice President | ||||||||
Corporate Controller | ||||||||
Directors: | ||||||||
/s/ Phyllis J. Campbell | /s/ D. Wayne Gittinger | |||||||
Phyllis J. Campbell | D. Wayne Gittinger | |||||||
Director | Director | |||||||
/s/ Enrique Hernandez, Jr. | /s/ Jeanne P. Jackson | |||||||
Enrique Hernandez, Jr. | Jeanne P. Jackson | |||||||
Director | Director | |||||||
/s/ Bruce A. Nordstrom | /s/ John N. Nordstrom | |||||||
Bruce A. Nordstrom | John N. Nordstrom | |||||||
Chairman of the Board of Directors | Director | |||||||
and Director | ||||||||
/s/ Alfred E. Osborne, Jr. | /s/ William D. Ruckelshaus | |||||||
Alfred E. Osborne, Jr. | William D. Ruckelshaus | |||||||
Director | Director | |||||||
/s/ Alison A. Winter | ||||||||
Alison A. Winter | ||||||||
Director |
Date: April 8, 2005
Page 22 of 32
Exhibit 23.1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of Nordstrom, Inc.
We have audited the consolidated financial statements of Nordstrom, Inc. and subsidiaries (the Company) as of January 31, 2004 and 2003 and for each of the three years in the period ended January 31, 2004, and have issued our report thereon dated March 26, 2004 (April 7, 2005, as to the effects of the restatement discussed in Note 25), relating to the consolidated financial statements of Nordstrom, Inc. and subsidiaries (the Company), (which report expresses an unqualified opinion and includes explanatory paragraphs regarding (i) the change in accounting for goodwill and other intangible assets upon adoption of Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets, for the year ended January 31, 2003, as discussed in Note 2 to the consolidated financial statements and (ii) the effects of the restatement and reclassifications described in Note 25), 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, 2004.
Our audits also included the consolidated financial statement schedule listed in Item 15(a)2. This consolidated financial statement schedule is the responsibility of the Companys 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 financial statements taken as a whole, presents fairly in all material respects, the information set forth therein.
/s/ Deloitte & Touche LLP
Seattle, Washington
March 26, 2004 (April 7, 2005, as to the effects of the restatement and reclassifications discussed in Note 25)
Page 23 of 32
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of Nordstrom, Inc.
We consent to the incorporation by reference in Registration Statement Nos. 033-18321, 333-63403, 333-40064, 333-40066, 333-79791, 333-101110, and 333-118756 on Form S-8 and in Registration Statement Nos. 333-59840 and 333-69281 on Form S-3 of our reports dated March 26, 2004 (April 7, 2005, as to the effects of the restatement described in Note 25), relating to the consolidated financial statements of Nordstrom, Inc. and subsidiaries (the Company), (which report expresses an unqualified opinion and includes explanatory paragraphs regarding (i) the change in accounting for goodwill and other intangible assets upon adoption of Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets, for the year ended January 31, 2003, as discussed in Note 2 to the consolidated financial statements and (ii) the effects of restatement and reclassifications described in Note 25 to the consolidated financial statements) and the consolidated financial statement schedule, appearing in and incorporated by reference in this Annual Report on Form 10-K/A of Nordstrom, Inc. and subsidiaries for the year ended January 31, 2004.
/s/ Deloitte & Touche LLP
Seattle, Washington
April 7, 2005
Page 24 of 32
NORDSTROM, INC. AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
(Dollars in thousands)
Column A | Column B | Column C | Column D | Column E | ||||||||||||
Additions | ||||||||||||||||
Balance at | Charged to | Balance | ||||||||||||||
beginning | costs and | at end of | ||||||||||||||
Description | of period | expenses | Deductions | period | ||||||||||||
Allowance for doubtful accounts: |
||||||||||||||||
Year ended: |
||||||||||||||||
January 31, 2004 |
$ | 22,385 | $ | 27,975 | $ | 30,040 | (A) | $ | 20,320 | |||||||
January 31, 2003 |
$ | 23,022 | $ | 29,080 | $ | 29,717 | (A) | $ | 22,385 | |||||||
January 31, 2002 |
$ | 16,531 | $ | 34,750 | $ | 28,259 | (A) | $ | 23,022 | |||||||
Allowance for sales return, net: |
||||||||||||||||
Year ended: |
||||||||||||||||
January 31, 2004 |
$ | 33,284 | $ | 620,124 | $ | 613,567 | (B) | $ | 39,841 | |||||||
January 31, 2003 |
$ | 31,721 | $ | 520,831 | $ | 519,268 | (B) | $ | 33,284 | |||||||
January 31, 2002 |
$ | 33,702 | $ | 497,662 | $ | 499,643 | (B) | $ | 31,721 |
(A) | Deductions consist of write-offs of uncollectible accounts, net of recoveries | |
(B) | Deductions consist of actual returns net of related costs and commissions |
Page 25 of 32
NORDSTROM INC. AND SUBSIDIARIES
Exhibit Index
Exhibit | Method of Filing | |||
3.1
|
Articles of Incorporation as amended and restated
on May 21, 2002
|
Incorporated by reference from the
Registrants Quarterly Report on Form
10-Q for the quarter ended July 31,
2002, Exhibit 3.1 |
||
3.2
|
Bylaws, as amended and restated on November 18,
2003
|
Incorporated by reference from the
Registrants Quarterly Report on Form
10-Q for the quarter ended November
1, 2003, Exhibit 3.2 |
||
4.1
|
Indenture between Registrant and Norwest Bank
Colorado, N.A.,as trustee, dated March 11, 1998
|
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
|
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
|
Incorporated by reference from
Registration No. 333-69281, Exhibit
4.4 |
||
10.1
|
Merchant Agreement dated August 30, 1991 between
Registrant and Nordstrom National Credit Bank
|
Incorporated by reference from the
Registrants Quarterly Report on Form
10-Q for the quarter ended July 31,
1991, Exhibit 10.1 |
||
10.2
|
Nordstrom Supplemental Executive Retirement
Plan (2003 Restatement) |
Incorporated by reference from the
Registrants Form 10-Q for the
quarter November 1, 2003,
Exhibit 10.1 |
||
10.3
|
1993 Non-Employee Director Stock Incentive Plan
|
Incorporated by reference from the
Registrants 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.
|
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
|
Incorporated by reference from the
Registrants Quarterly Report on Form
10-Q for the quarter ended October
31, 1996, Exhibit 10.1 |
Page 26 of 32
Exhibit | Method of Filing | |||
10.6
|
First Amendment to the Master Pooling and Servicing
Agreement dated August 14, 1996, between
Nordstrom fsb and Wells Fargo Bank West, N.A.,
as trustee, dated March 1, 2000
|
Incorporated by reference from the
Registrants Form 10-Q for the
quarter ended July 31, 2000, Exhibit
10.4 |
||
10.7
|
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
|
Incorporated by reference from the
Registrants Quarterly Report on Form
10-Q for the quarter ended October
31, 1996, Exhibit 10.2 |
||
10.8
|
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
|
Incorporated by reference from the
Nordstrom Credit, Inc. Form 10-K for
the year ended January 31, 1998,
Exhibit 10.13 |
||
10.9
|
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
|
Incorporated by reference from the
Nordstrom Credit, Inc. Form 10-Q for
the quarter ended April 30, 1999,
Exhibit 10.1 |
||
10.10
|
Third 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 October 1, 2001
|
Incorporated by reference from the
Nordstrom Credit, Inc. Form 10-K for
the year ended January 31, 2002,
Exhibit 10.11 |
||
10.11
|
Transfer and Administration Agreement dated
August 14, 1996 between Nordstrom National
Credit Bank, Enterprise Funding Corporation and
Nationsbank, N.A.
|
Incorporated by reference from the
Registrants Quarterly Report on Form
10-Q for the quarter ended October
31, 1996, Exhibit 10.3 |
||
10.12
|
First Amendment to the Transfer and Administration
Agreement dated August 14, 1996 between
Enterprise Funding Corporation, Nordstrom
National Credit Bank, The Financial Institutions
From Time to Time Parties Thereto, and
Nationsbank, N.A., dated August 19, 1997
|
Incorporated by reference from the
Registrants Form 10-Q for the quarter
ended April 30, 1999, Exhibit 10.1 |
||
10.13
|
Second Amendment to the Transfer and
Administration Agreement dated August 14, 1996
between Enterprise Funding Corporation, Nordstrom
National Credit Bank, The Financial Institutions
From Time to Time Parties Thereto, and Nationsbank,
N.A., dated July 23, 1998
|
Incorporated by reference from the
Registrants Form 10-Q for the quarter
ended April 30, 1999, Exhibit 10.2 |
Page 27 of 32
Exhibit | Method of Filing | |||
10.14
|
Third Amendment to the Transfer and Administration
Agreement dated August 14, 1996 between
Enterprise Funding Corporation, Nordstrom
National Credit Bank, The Financial Institutions
From Time to Time Parties Thereto, and
Nationsbank N.A., dated August 11, 1999
|
Incorporated by reference from the
Registrants Form 10-Q for the
quarter ended July 31, 2000, Exhibit
10.1 |
||
10.15
|
Fourth Amendment to the Transfer and Administration
Agreement dated August 14, 1996 between
Enterprise Funding Corporation, Nordstrom fsb,
The Financial Institutions From Time to Time Parties
Thereto, and Nationsbank, N.A., dated March 1,
2000
|
Incorporated by reference from the
Registrants Form 10-Q for the
quarter ended July 31, 2000, Exhibits 10.2 |
||
10.16
|
Fifth Amendment to the Transfer and Administration
Agreement dated August 14, 1996 between
Enterprise Funding Corporation, Nordstrom fsb,
The Financial Institutions From Time to Time
Parties Thereto, and Nationsbank, N.A., dated
July 20, 2000
|
Incorporated by reference from the
Registrants Form 10-Q for the
quarter ended July 31, 2000, Exhibit
10.3 |
||
10.17
|
1997 Nordstrom Stock Option Plan, amended and
restated on February 16, 2000
|
Incorporated by reference from the
Registrants Form 10-Q for the quarter
Ended August 2, 2003, Exhibit 10.1 |
||
10.18
|
The Nordstrom, Inc. Profit Sharing and Employee
Deferral Retirement Plan
|
Incorporated by reference from the
Registrants Report on Form S-8,
Registration No. 333-79791 filed on
June 2, 1999 |
||
10.19
|
Amended and Restated Revolving Credit Facility
between Registrant and a group of commercial
banks, dated October 15, 1999
|
Incorporated by reference from the
Registrants Form 10-Q for the
quarter ended October 31, 1999,
Exhibit 10.1 |
||
10.20
|
Commercial Paper Dealer Agreement dated October
2, 1997 between Registrant and Bancamerica
Securities, Inc.
|
Incorporated by reference from the
Registrants Quarterly Report on Form
10-Q for the quarter ended October
31, 1997, Exhibit 10.1 |
||
10.21
|
Commercial Paper Agreement dated October 2, 1997
between Registrant and Credit Suisse First Boston
Corporation
|
Incorporated by reference from the
Registrants Quarterly Report on Form
10-Q for the quarter ended October
31, 1997, Exhibit 10.2 |
||
10.22
|
Issuing and Paying Agency Agreement dated
October 2, 1997 between Registrant and First
Trust of New York, N.A.
|
Incorporated by reference from the
Registrants Quarterly Report on Form
10-Q for the quarter ended October
31, 1997, Exhibit 10.3 |
Page 28 of 32
Exhibit | Method of Filing | |||
10.23
|
Joint Venture Agreement between Nordstrom, Inc.
and Nordstrom.com, Inc. dated as of
August 24, 1999
|
Incorporated by reference from the
Registrants Form 10-K for the year
ended January 31, 2000, Exhibit 10.21 |
||
10.24
|
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
|
Incorporated by reference from the
Registrants Form 10-K for the year
ended January 31, 2000, Exhibit 10.22 |
||
10.25
|
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 10.24 above)
|
Incorporated by reference from the
Registrants Form 10-K for the year
ended January 31, 2000, Exhibit 10.23 |
||
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 Façonnable,
S.A.S.
|
Incorporated by reference from the
Registrants Form S-3, Registration
No. 333-50028 filed on November 15,
2000, Exhibit 2.1 |
||
10.27
|
Amendment to the 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
Façonnable, S.A.S., dated October 20, 2000
|
Incorporated by reference from the
Registrants Form S-3, Registration
No. 333-50028 filed on November 15,
2000, Exhibit 2.2 |
||
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.
|
Incorporated by reference from the
Registrants Form 10-Q for the
quarter ended October 31, 2000,
Exhibit 10.3 |
||
10.29
|
Amended and Restated Revolving Credit Facility
between Registrant and a group of commercial
banks, dated November 20, 2001
|
Incorporated by reference from the
Registrants Form 10-K for the year
ended January 31, 2002, Exhibit 10.30 |
||
10.30
|
Receivables Purchase Agreement dated October 1,
2001 between Nordstrom, Credit, Inc. and
Nordstrom Private Label Receivables, LLC
|
Incorporated by reference from
Nordstrom Credit, Inc. Form 10-K for
the year ended January 31, 2002,
Exhibit 10.21 |
||
10.31
|
Transfer and Servicing Agreement dated October 1,
2001 between Nordstrom Private Label Receivables,
LLC, Nordstrom fsb, Wells Fargo Bank
Minnesota, N.A., and Nordstrom Private Label
Credit Card Master Note Trust
|
Incorporated by reference from
Nordstrom Credit, Inc. Form 10-K for
the year ended January 31, 2002,
Exhibit 10.22 |
||
10.32
|
Master Indenture dated October 1, 2001 between
Nordstrom Private Label Credit Card Master Note
Trust and Wells Fargo Bank Minnesota, N.A.,
as trustee
|
Incorporated by reference from
Nordstrom Credit, Inc. Form 10-K for
the year ended January 31, 2002,
Exhibit 10.23 |
Page 29 of 32
Exhibit | Method of Filing | |||
10.33
|
Series 2001-1 Indenture Supplement dated October 1,
2001 between Nordstrom Private Label Credit Card
Master Note Trust and Wells Fargo Bank Minnesota,
N.A., as trustee
|
Incorporated by reference from
Nordstrom Credit, Inc. Form 10-K for
the year ended January 31, 2002,
Exhibit 10.24 |
||
10.34
|
Series 2001-2 Indenture Supplement dated
December 4, 2001 between Nordstrom Private Label
Credit Card Master Note Trust and Wells Fargo
Bank Minnesota, N.A., as trustee
|
Incorporated by reference from
Nordstrom Credit, Inc. Form 10-K for
the year ended January 31, 2002,
Exhibit 10.25 |
||
10.35
|
Amended and Restated Trust Agreement dated
October 1, 2001 between Nordstrom Private Label
Receivables, LLC, and Wilmington Trust Company,
as trustee
|
Incorporated by reference from
Nordstrom Credit, Inc. Form 10-K for
the year ended January 31, 2002,
Exhibit 10.26 |
||
10.36
|
Note Purchase Agreement dated December 4, 2001
between Nordstrom Private Label Receivables, LLC,
Nordstrom fsb, Falcon Asset Securitization
Corporation, and Bank One, NA, as agent
|
Incorporated by reference from
Nordstrom Credit, Inc. Form 10-K for
the year ended January 31, 2003,
Exhibit 10.25 |
||
10.37
|
First Amendment to the Note Purchase Agreement
dated December 4, 2001 between Nordstrom
Private label Receivables, LLC, Nordstrom fsb,
Falcon Asset Securitization Corporation, and
Bank One, NA, as agent, dated December 2, 2002
|
Incorporated by reference from
Nordstrom Credit, Inc. Form 10-K for
the year ended January 31, 2003,
Exhibit 10.26 |
||
10.38
|
Second Amendment to the Note Purchase Agreement
dated December 4, 2001 between Nordstrom
Private label Receivables, LLC, Nordstrom fsb,
Falcon Asset Securitization Corporation, and
Bank One, NA, as agent, dated December 2, 2003
|
Incorporated by reference from
Nordstrom Credit, Inc. Form 10-K for
the year ended January 31, 2004,
Exhibit 10.25 |
||
10.39
|
Receivables Purchase Agreement dated April 1, 2002
between Nordstrom fsb and Nordstrom Credit Card
Receivables LLC
|
Incorporated by reference from
Registrants Form 10-K for the year
ended January 31, 2003, Exhibit 10.39 |
||
10.40
|
Administration Agreement dated April 1, 2002
between Nordstrom Credit Card Master Note Trust
and Nordstrom fsb
|
Incorporated by reference from
Registrants Form 10-K for the year
ended January 31, 2003, Exhibit 10.40 |
||
10.41
|
Amended and Restated Trust Agreement dated April 1,
2002 between Nordstrom Credit Card Receivables
LLC and Wilmington Trust Company
|
Incorporated by reference from
Registrants Form 10-K for the year
ended January 31, 2003, Exhibit 10.41 |
||
10.42
|
Master Indenture dated April 1, 2002 between
Nordstrom Credit Card Master Note Trust and
Wells Fargo Bank Minnesota, National Association
|
Incorporated by reference from
Registrants Form 10-K for the year
ended January 31, 2003, Exhibit 10.42 |
||
10.43
|
Series 2002-1 Indenture Supplement dated April 1,
2002 between Nordstrom Credit Card Master Note
Trust and Wells Fargo Bank Minnesota, National
Association
|
Incorporated by reference from
Registrants Form 10-K for the year
ended January 31, 2003, Exhibit 10.43 |
Page 30 of 32
Exhibit | Method of Filing | |||
10.44
|
Transfer and Servicing Agreement dated April 1, 2002
between Nordstrom Credit Card Receivables, LLC,
Nordstrom fsb, Wells Fargo Bank Minnesota,
National Association and Nordstrom Credit Card
Master Note Trust
|
Incorporated by reference from
Registrants Form 10-K for the year
ended January 31, 2003, Exhibit 10.44 |
||
10.45
|
Performance Undertaking dated September 28, 2001
between Registrant and Bank One, N.A.
|
Incorporated by reference from the
Registrants Form 10-K for the year
ended January 31, 2002, Exhibit 10.37 |
||
10.46
|
Performance Undertaking dated December 4, 2001
between Registrant and Bank One, N.A.
|
Incorporated by reference from the
Registrants Form 10-K for the year
ended January 31, 2002, Exhibit 10.38 |
||
10.47
|
Stock Purchase Agreement dated May 13, 2002
between the Registrant and the investors listed on
Schedule A thereto
|
Incorporated by reference from the
Registrants Form 8-K filed on May
17, 2002, Exhibit 10.1 |
||
10.48
|
Promissory Note dated April 18, 2002 between 1700
Seventh, L.P. and New York Life Insurance
Company
|
Incorporated by reference from the
Registrants Form 10-Q for the
quarter ended April 30, 2002, Exhibit
10.2 |
||
10.49
|
Promissory Note dated April 18, 2002 between 1700
Seventh, L.P. and Life Investors Insurance Company
of America
|
Incorporated by reference from the
Registrants Form 10-Q for the
quarter ended April 30, 2002, Exhibit
10.3 |
||
10.50
|
Guaranty Agreement dated April 18, 2002 between
Registrant, New York Life Insurance Company and
Life Investors Insurance Company of America
|
Incorporated by reference from the
Registrants Form 10-Q for the
quarter ended April 30, 2002, Exhibit
10.4 |
||
10.51
|
The 2002 Nonemployee Director Stock Incentive Plan
|
Incorporated by reference from the
Registrants Form 10-Q for the
quarter ended July 31, 2002, Exhibit
10.1 |
||
10.52
|
Purchase and Sale Agreement dated December 16,
2002 between Nordstrom Credit, Inc. and Nudo-
Weiner Associates, LLC
|
Incorporated by reference from
Nordstrom Credit, Inc. Form 10-K for
the year ended January 31, 2003,
Exhibit 10.30 |
||
10.53
|
First Amendment to the Purchase and Sale Agreement
dated December 16, 2002 between Nordstrom
Credit, Inc. and Nudo-Weiner Associates, LLC,
dated December 19, 2002
|
Incorporated by reference from
Nordstrom Credit, Inc. Form 10-K for
the year ended January 31, 2003,
Exhibit 10.31 |
||
10.54
|
Nordstrom Executive Deferred Compensation Plan
(2003 Restatement) |
Incorporated by reference from the
Registrants Form 10-Q for the
quarter August 2, 2003,
Exhibit 10.2 |
Page 31 of 32
Exhibit | Method of Filing | |||
10.55
|
Nordstrom Directors Deferred Compensation Plan
(2002 Restatement) |
Incorporated
by reference from the Registrants Form 10-K for the year ended
January 31, 2004, Exhibit 10.55 |
||
10.56
|
Nordstrom, Inc. Separation Program for Key
Management Employees, restated effective June 1,
2001
|
Incorporated
by reference from the Registrants Form 10-K for the year ended
January 31, 2004, Exhibit 10.56 |
||
13.1
|
2003 Amended Financial Report
|
Filed herewith electronically |
||
21.1
|
Subsidiaries of the Registrant
|
Incorporated
by reference from the Registrants Form 10-K for the year ended
January 31, 2004, Exhibit 21.1 |
||
23.1
|
Report of Independent Registered Public Accounting
Firm
|
Filed as page 23 of this report |
||
23.2
|
Consent of Independent Registered Public Accounting
Firm
|
Filed as page 24 of this report |
||
31.1
|
Certification of President required by Section 302(a)
of the Sarbanes-Oxley Act of 2002
|
Filed herewith electronically |
||
31.2
|
Certification of Chief Financial Officer required by
Section 302(a) of the Sarbanes-Oxley Act of 2002
|
Filed herewith electronically |
||
32.1
|
Certification of President regarding annual report
containing financial statements as required by
Section 906 of the Sarbanes-Oxley Act of 2002
|
Furnished herewith electronically |
||
32.2
|
Certification of Chief Financial Officer regarding
annual report containing financial statements
as required by Section 906 of the Sarbanes-Oxley
Act of 2002
|
Furnished herewith electronically |
Page 32 of 32