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 May 3, 2003

[ ] 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
                                   _____        _____


Indicate by check mark whether the registrant is an accelerated filer
(as defined in Exchange Act 12b-2). YES  X     NO
                                       _____     _____


Common stock outstanding as of May 31, 2003: 135,832,136 shares of
common stock.












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                       NORDSTROM, INC. AND SUBSIDIARIES
                       --------------------------------
                                    INDEX
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Page Number PART I. FINANCIAL INFORMATION Item 1. Financial Statements (unaudited) Condensed Consolidated Statements of Earnings Quarter ended May 3, 2003 and April 30, 2002 3 Condensed Consolidated Balance Sheets May 3, 2003, January 31, 2003 and April 30, 2002 4 Condensed Consolidated Statements of Cash Flows Quarter ended May 3, 2003 and April 30, 2002 5 Notes to Condensed Consolidated Financial Statements 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 10 Item 3. Quantitative and Qualitative Disclosures About Market Risk 13 Item 4. Controls and Procedures 13 PART II. OTHER INFORMATION Item 1. Legal Proceedings 14 Item 6. Exhibits and Reports on Form 8-K 14 SIGNATURES 15 CERTIFICATIONS 16
2 of 17 NORDSTROM, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (dollars in thousands except per share amounts) (unaudited)
Quarter Ended ---------------------- May 3, April 30, 2003 2002 ---------- ---------- Net sales $1,343,539 $1,245,761 Cost of sales and related buying and occupancy (888,458) (823,088) ---------- ---------- Gross profit 455,081 422,673 Selling, general and administrative expenses (426,030) (386,084) ---------- ---------- Operating income 29,051 36,589 Interest expense, net (20,228) (20,049) Minority interest purchase and reintegration costs - (42,047) Service charge income and other, net 35,632 33,304 ---------- ---------- Earnings before income taxes and cumulative effect of accounting change 44,455 7,797 Income tax expense (17,300) (19,010) ---------- ---------- Earnings (loss) before cumulative effect of accounting change 27,155 (11,213) Cumulative effect of accounting change (net of tax of $8,541) - (13,359) ---------- ---------- Net earnings (loss) $ 27,155 $ (24,572) ========== ========== Basic and Diluted earnings (loss) per share $ .20 $ (.18) ========== ========== Cash dividends paid per share of common stock outstanding $ .10 $ .09 ========== ========== The accompanying Notes to the Condensed Consolidated Financial Statements are an integral part of these statements.
3 of 17 NORDSTROM, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (dollars in thousands)
May 3, January 31, April 30, 2003 2003 2002 ---------- ---------- ---------- (Unaudited) (Audited) (Unaudited) ASSETS Current Assets: Cash and cash equivalents $ 173,434 $ 219,344 $ 216,282 Accounts receivable, net 748,592 762,129 670,786 Merchandise inventories 1,078,232 953,112 994,136 Prepaid expenses 46,613 40,261 36,223 Other current assets 110,286 111,654 108,707 ---------- ---------- ---------- Total current assets 2,157,157 2,086,500 2,026,134 Land, buildings and equipment (net of accumulated depreciation of $1,942,989, $1,882,976, and $1,716,616) 1,762,039 1,761,544 1,791,676 Goodwill, net 56,609 56,609 32,431 Tradename, net 84,000 84,000 84,000 Other assets 115,036 121,726 101,062 ---------- ---------- ---------- TOTAL ASSETS $4,174,841 $4,110,379 $4,035,303 ========== ========== ========== LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities: Notes payable $ 726 $ 244 $ 679 Accounts payable 547,745 429,087 565,996 Accrued salaries, wages and related benefits 207,477 260,562 186,041 Income taxes and other accruals 152,006 188,986 182,566 Current portion of long-term debt 5,615 5,545 3,996 ---------- ---------- ---------- Total current liabilities 913,569 884,424 939,278 Long-term debt 1,341,262 1,341,826 1,346,939 Deferred lease credits 393,576 383,100 369,401 Other liabilities 135,055 128,972 97,623 Shareholders' Equity: Common stock, no par: 500,000,000 shares authorized; 135,809,649, 135,444,041 and 134,997,563 shares issued and outstanding 363,258 358,069 349,593 Unearned stock compensation (1,843) (2,010) (2,513) Retained earnings 1,027,713 1,014,105 938,520 Accumulated other comprehensive earnings (loss) 2,251 1,893 (3,538) ---------- ---------- ---------- Total shareholders' equity 1,391,379 1,372,057 1,282,062 ---------- ---------- ---------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $4,174,841 $4,110,379 $4,035,303 ========== ========== ========== The accompanying Notes to the Condensed Consolidated Financial Statements are an integral part of these statements.
4 of 17 NORDSTROM, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (dollars in thousands) (unaudited)
Quarter Ended ---------------------- May 3, April 30, 2003 2002 -------- -------- The accompanying Notes to the Condensed Consolidated Financial Statements are an integral part of these statements.
5 of 17 NORDSTROM, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (dollars in thousands) (unaudited) Note 1 - Summary of Significant Accounting Policies Basis of Presentation - --------------------- The accompanying condensed consolidated financial statements should be read in conjunction with the Notes to Consolidated Financial Statements contained in our 2002 Annual Report. The same accounting policies are followed for preparing quarterly and annual financial data. All adjustments necessary for the fair presentation of the results of operations, financial position and cash flows have been included and are of a normal, recurring nature. Due to the seasonal nature of the retail industry, quarterly results are not necessarily indicative of the results for the full fiscal year. Reclassification - ---------------- We reclassified certain prior year amounts to conform to the current year presentation. Change in Fiscal Year - --------------------- On February 1, 2003, our fiscal year-end changed from January 31 to the Saturday closest to January 31. Each fiscal year consists of four 13 week quarters, with an extra week added onto the fourth quarter every five to six years. A one-day transition period is included in our first quarter 2003 results. Stock Compensation - ------------------ We apply APB No. 25, "Accounting for Stock Issued to Employees," in measuring compensation costs under our stock-based compensation programs, which are described more fully in our 2002 Annual Report. If we had elected to recognize compensation cost based on the fair value of the options and shares at grant date, net earnings and earnings per share would have been as follows:
Three Months Ended ------------------------ May 3, April 30, 2003 2002 ----------- ----------- Net earnings (loss), as reported $27,155 $(24,572) Incremental stock-based compensation expense under fair value, net of tax (6,223) (5,600) ----------- ----------- Pro forma net earnings (loss) $20,932 $(30,172) =========== =========== Earnings (loss) per share: Basic and Diluted - as reported $0.20 $(0.18) Basic and Diluted - pro forma $0.15 $(0.22)
Recent Accounting Pronouncements - -------------------------------- In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities." SFAS No. 149 amends SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities" for certain decisions made by the FASB as part of the Derivatives Implementation Group process. SFAS No. 149 also amends SFAS No. 133 to incorporate clarifications of the definition of a derivative. SFAS No. 149 is effective for contracts entered into or modified after June 30, 2003, and should be applied prospectively. We do not believe the adoption of SFAS No. 149 will have a material impact on our earnings and financial position. 6 of 17 NORDSTROM, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (dollars in thousands) (unaudited) Note 2 - Goodwill and Other Intangible Assets The carrying amounts of our intangible assets are as follows:
Catalog/ Retail Stores Internet segment segment Total --------------------- -------- --------- Goodwill Tradename Goodwill -------- --------- -------- Balance as of February 1, 2003 and May 3, 2003 $ 40,893 $ 84,000 $ 15,716 $ 140,609
The purchase of the minority interest of Nordstrom.com in the first quarter of 2002, resulted in additional goodwill of $24,178, of which $8,462 was allocated to the Retail Stores reporting unit and $15,716 to the Catalog/Internet reporting unit. Goodwill of $32,431 and Tradename of $84,000 are assigned to the Faconnable reporting unit. We tested all of our intangible assets during the first quarter of 2003 and determined that these assets were not impaired. We expect to perform these impairment tests annually during our first quarter or when other circumstances indicate we need to do so. Note 3 - Earnings Per Share
Three Months Ended ------------------------ May 3, April 30, 2003 2002 ----------- ----------- Net earnings (loss) $27,155 $(24,572) Basic shares 135,578,266 134,702,331 Basic earnings (loss) per share $0.20 $(0.18) Dilutive effect of stock options and performance share units 219,525 - Diluted shares 135,797,791 134,702,331 Diluted earnings (loss) per share $0.20 $(0.18) Antidilutive stock options 13,798,089 12,711,744
Note 4 - Accounts Receivable The components of accounts receivable are as follows:
May 3, January 31, April 30, 2003 2003 2002 ----------- ----------- ----------- Private label trade receivables: Unrestricted $19,809 $15,599 $20,777 Restricted 574,592 613,647 592,908 Allowance for doubtful accounts (22,354) (22,385) (22,786) ----------- ----------- ----------- Private label trade receivables, net 572,047 606,861 590,899 VISA securitization master trust certificates 152,327 123,220 55,591 Other 24,218 32,048 24,296 ----------- ----------- ----------- Accounts receivable, net $748,592 $762,129 $670,786 =========== =========== ===========
7 of 17 NORDSTROM, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (dollars in thousands) (unaudited) Note 4 - Accounts Receivable (Cont.) The restricted private label receivables back the $300 million Class A notes and the $200 million variable funding note issued by us in November 2001. Other accounts receivable consist primarily of vendor receivables and cosmetic rebates receivable. As all vendor receivables are fully earned at period end, no allowance for doubtful vendor receivables has been recorded. Note 5 - Debt In February 2003, we sold the interest rate swap that converted our $250 million, 5.63% fixed-rate debt to variable rate. We received cash of $2.3 million, which will be recognized as income evenly over the remaining life of the related debt. Note 6 - Segment Reporting The following tables set forth the information for our reportable segments and a reconciliation to the consolidated totals:
Quarter ended Retail Credit Catalog/ Corporate May 3, 2003 Stores Operations Internet and Other Eliminations Total - --------------------------------------------------------------------------------------------------- Revenues from external customers $1,277,398 - $66,141 - - $1,343,539 Service charge income - $33,932 - - - 33,932 Intersegment revenues 6,251 6,848 - - $(13,099) - Interest expense, net 94 5,373 (16) $14,777 - 20,228 Earnings before taxes 95,796 6,380 (2,459) (55,262) - 44,455 Net earnings (loss) 58,516 3,897 (1,502) (33,756) - 27,155 Quarter ended Retail Credit Catalog/ Corporate April 30, 2002 Stores Operations Internet and Other Eliminations Total - --------------------------------------------------------------------------------------------------- Revenues from external customers $1,182,709 - $63,052 - - $1,245,761 Service charge income - $31,421 - - - 31,421 Intersegment revenues 3,818 6,525 - - $(10,343) - Interest expense, net 184 6,439 185 $13,241 - 20,049 Earnings before taxes and cumulative effect of accounting change 96,628 6,618 (308) (95,141) - 7,797 Net earnings (loss) 45,662 4,042 (188) (74,088) - (24,572)
Note 7 - Nordstrom.com On May 31, 2002, we purchased the outstanding shares of Nordstrom.com, Inc. series C preferred stock for $70,000. The excess of the purchase price over the fair market value of the preferred stock and professional fees resulted in a one-time charge of $42,047, which was recorded in the first quarter of 2002. No tax benefit was recognized, as we do not believe it is probable that this benefit will be realized. The purchase of the minority interest of Nordstrom.com resulted in additional goodwill of $24,178. Note 8 - Subsequent Event In June 2003, we purchased $39,170 of our 8.95% senior notes for a total cash payment of $45,402. Approximately $6,000 of expense will be recognized in the second quarter of 2003 related to this purchase. 8 of 17 NORDSTROM, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (dollars in thousands) (unaudited) Note 9 - Litigation Cosmetics - --------- We were originally named as a defendant along with other department store and specialty retailers in nine separate but virtually identical class action lawsuits filed in various Superior Courts of the State of California in May, June and July 1998 that have now been consolidated in Marin County state court. In May 2000, plaintiffs filed an amended complaint naming a number of manufacturers of cosmetics and fragrances and two other retailers as additional defendants. Plaintiffs' amended complaint alleges that the retail price of the "prestige" cosmetics sold in department and specialty stores was collusively controlled by the retailer and manufacturer defendants in violation of the Cartwright Act and the California Unfair Competition Act. Plaintiffs seek treble damages and restitution in an unspecified amount, attorneys' fees and prejudgment interest, on behalf of a class of all California residents who purchased cosmetics and fragrances for personal use from any of the defendants during the period four years prior to the filing of the amended complaint. Defendants, including us, have answered the amended complaint denying the allegations. The defendants have produced documents and responded to plaintiffs' other discovery requests, including providing witnesses for depositions. Plaintiffs have not yet moved for class certification. Pursuant to an order of the court, plaintiffs and defendants participated in mediation sessions. The California state court has set a status conference for June 2003. Washington Public Trust Advocates - --------------------------------- By order dated August 9, 2002, the court granted our motion to dismiss us from Washington Public Trust Advocates, ex rel., et al. v. City of Spokane, et al., as previously described, and dismissed us from that lawsuit. Plaintiff attempted to obtain direct review by the Washington Supreme Court which declined to hear the case and referred it to the Washington Court of Appeals. On May 20, 2003, the Washington Court of Appeals affirmed our dismissal. Other - ----- We are subject to routine litigation incidental to our business. No material liability is expected. 9 of 17 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Dollars in Thousands The following discussion should be read in conjunction with the Management's Discussion and Analysis section of the 2002 Annual Report. RESULTS OF OPERATIONS: - ---------------------- Overview - -------- Earnings for the first quarter of 2003 increased to $27,155 or $0.20 per share from a net loss of $24,572 or $0.18 per share for the same period in 2002. The net loss in the first quarter of 2002 was attributable to two one-time charges related to the minority interest purchase of Nordstrom.com, Inc. and the adoption of a new accounting pronouncement. Excluding these one-time charges, earnings for the first quarter of 2003 decreased $3,290 or 10.8% when compared to the same period last year. This decrease was primarily the result of negative comparable store sales, higher markdowns taken to liquidate merchandise and higher expense related to new stores. Year-over-year net income before and after one-time charges are as follows:
Quarter Ended ------------------------------------------- May 3, 2003 April 30, 2002 -------------------- -------------------- Diluted Diluted Dollars EPS Dollars EPS --------- --------- --------- --------- Reported net income (loss) $27,155 $0.20 $(24,572) $(0.18) One-time charges, net of tax: Minority interest purchase - - 42,047 0.30 Cumulative effect of accounting change - - 13,359 0.10 --------- --------- --------- --------- Net income before one-time charges $27,155 $0.20 $30,834 $0.22 ========= ========= ========= =========
Sales - ----- Total sales for the quarter on a 4-5-4 comparable basis increased 3.5% primarily due to store openings. Since May 1, 2002, we have opened six full- line stores and two Nordstrom Rack stores. Same store sales on a 4-5-4 comparable basis decreased 1.4% due to a combination of factors, including a slowing economy, the war in Iraq and poor weather in the eastern and midwestern United States. Our strongest performing merchandise divisions for the quarter were cosmetics, accessories and the designer and casual contemporary segments of women's apparel, followed by shoes, men's apparel, women's active wear, intimate apparel, junior women's and women's bridge apparel. Our weakest divisions were women's better and special sizes. Gross Profit - ------------ Gross profit as a percentage of sales remained flat for the quarter ended May 3, 2003, compared to the same period last year. Higher markdowns taken to liquidate excess inventory, drive sales and deliver competitive pricing were partially offset by a lower provision for inventory shrinkage and lower buying expenses. Total inventory per square foot increased 1.9% due to lower than expected sales. We expect higher markdowns to continue through the end of the second quarter as we liquidate our remaining excess inventory. 10 of 17 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONT.) Selling, General and Administrative - ----------------------------------- Selling, general and administrative expenses as a percent of sales increased 70 basis points to 31.7% due to negative leverage from the lower than expected sales. Selling, general and administrative expense increased $40 million due to planned incremental spending related to new stores, employee benefits and sales promotion offset by lower technology expenses. Interest Expense - ---------------- Interest expense, net remained flat for the quarter ended May 3, 2003 when compared to the same period in 2002 due to a decline in the volume of long- term debt, offset by a slight increase in long-term rates. Also, less interest income was earned in the quarter as average short-term investments decreased. Service Charge Income and Other - ------------------------------- Service charge income and other, net increased for the quarter ended May 3, 2003 primarily due to gains recorded from our VISA securitization. Securitization gains continued as increased sales on our VISA cards generated higher revenues, while the cost of funds declined and bad debt write-offs stabilized. Nordstrom.com - -------------- On May 31, 2002, we purchased the outstanding shares of Nordstrom.com, Inc. series C preferred stock for $70,000. The excess of the purchase price over the fair market value of the preferred stock and professional fees resulted in a one-time charge of $42,047, which was recorded in the first quarter of 2002. No tax benefit was recognized, as we do not believe it is probable that this benefit will be realized. The purchase of the minority interest of Nordstrom.com resulted in additional goodwill of $24,178. Cumulative Effect of Accounting Change - -------------------------------------- During the first quarter of 2002, we completed the initial review required by SFAS No. 142 "Goodwill and Other Intangible Assets." As a result of our review, we recorded a cumulative effect of accounting change of $13,359, net of tax, or $0.10 per share on a diluted basis. Seasonality - ------------ Our business, like that of other retailers, is subject to seasonal fluctuations. Our anniversary sale in July and the holidays in December result in higher sales in the second and fourth quarters of the fiscal year. Accordingly, results for any quarter are not necessarily indicative of the results that may be achieved for a full fiscal year. GAAP Sales Reconciliation (Dollars in millions) - ----------------------------------------------- We converted to a 4-5-4 Retail Calendar at the beginning of 2003. This change in our fiscal calendar has resulted in three additional days of sales being included in our first quarter versus the same period in the prior year. Sales performance numbers included in this document have been calculated on a comparative 4-5-4 basis. We believe that adjusting for the three additional days provides a more comparable basis (4-5-4 vs 4-5-4) from which to evaluate sales performance in the first quarter. The following reconciliation bridges the reported GAAP sales to the 4-5-4 comparable sales. 11 of 17 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONT.)
1Q03 1Q02 4-5-4 Gregorian Dollar Total Comp calendar calendar Increase Sales Sales -------- --------- -------- ----- ----- Number of Days Reported GAAP 92 89 Reported GAAP Sales $1,343.5 $1,245.8 $97.7 7.8% 2.7% Less Feb 1-2, 2002 sales ($31.0) Plus May 1-4, 2002 sales $65.6 Less Feb 1, 2003 sales ($18.2) ------- ------- Reported 4-5-4 sales $1,325.3 $1,280.4 $44.9 3.5% (1.4%) ------- ------- 4-5-4 Adjusted Days 91 91
LIQUIDITY AND CAPITAL RESOURCES: - -------------------------------- We finance our working capital needs and capital expenditures with cash provided by operations and borrowings. Cash Flow from Operations - ------------------------- Net cash provided by operating activities for the quarter ended May 3, 2003 decreased compared to the same period last year. This decrease was primarily a result of differences in the timing of income tax payments between years. Capital Expenditures - -------------------- For the quarter ended May 3, 2003, net cash used in investing activities decreased compared to the same period in 2002, primarily due to a decrease in net capital expenditures resulting from a planned reduction in new store openings. During the first quarter of fiscal 2003, we opened one full-line store in Houston, TX. Throughout the remainder of the year ending January 31, 2004, we expect to open three full-line stores in Richmond, VA, Austin, TX and Wellington Green, FL; relocate our Lynnwood, WA full-line store and open two Nordstrom Rack stores in Chicago, IL and Sunrise, FL. For the entire year, gross square footage is expected to increase 4%. Total square footage of our stores was 18,613,000 as of the end of first quarter 2003, a 6.5% increase over the same period last year. Financing - --------- For the quarter ended May 3, 2003, cash used by financing activities decreased primarily due to the scheduled retirement of $76,750 in medium-term notes in the prior year. CRITICAL ACCOUNTING POLICIES: - ----------------------------- The preparation of our financial statements requires that we make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and disclosure of contingent assets and liabilities. We regularly evaluate our estimates including those related to doubtful accounts, inventory valuation, intangible assets, income taxes, self-insurance liabilities, post-retirement benefits, contingent liabilities and litigation. We base our estimates on historical experience and other assumptions that we believe to be reasonable under the circumstances. Actual results may differ from these estimates. No changes have occurred since our disclosures in the 2002 Annual Report. 12 of 17 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONT.) Recent Accounting Pronouncements - -------------------------------- In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities." SFAS No. 149 amends SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities" for certain decisions made by the FASB as part of the Derivatives Implementation Group process. SFAS No. 149 also amends SFAS No. 133 to incorporate clarifications of the definition of a derivative. SFAS No. 149 is effective for contracts entered into or modified after June 30, 2003, and should be applied prospectively. We do not believe the adoption of SFAS No. 149 will have a material impact on our earnings and financial position. FORWARD-LOOKING INFORMATION CAUTIONARY STATEMENT: - ------------------------------------------------- The preceding disclosures included forward-looking statements regarding our performance, liquidity and adequacy of capital resources. These statements are based on our current assumptions and expectations and are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected. Forward-looking statements are qualified by the risks and challenges posed by increased competition, shifting consumer demand, changing consumer credit markets, changing capital markets, changing interest rates and general economic conditions, hiring and retaining effective team members, sourcing merchandise from domestic and international vendors, investing in new business strategies, achieving our growth objectives and the impact of economic and competitive market forces, including the impact of terrorist activity or the impact of war. As a result, while we believe there is a reasonable basis for the forward-looking statements, you should not place undue reliance on those statements. This discussion and analysis should be read in conjunction with the condensed consolidated financial statements. Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK In February 2003, we sold the interest rate swap that converted our $250 million, 5.63% fixed-rate debt to variable rate. We received cash of $2.3 million, which will be recognized as income evenly over the remaining life of the related debt. Item 4. CONTROLS AND PROCEDURES "Disclosure controls" are controls and other procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures are also designed to ensure that such information is accumulated and communicated to our management, including our President and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. "Internal controls" are procedures that are designed to provide reasonable assurance that our transactions are properly authorized, our assets are safeguarded against unauthorized or improper use and our transactions are properly recorded and reported, all to permit the preparation of our financial statements in conformity with generally accepted accounting principles. Within the 90-day period prior to the filing of this report, 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. Based upon that evaluation, the President and the Chief Financial Officer concluded that our disclosure controls and procedures are effective in the timely recording, processing, summarizing and reporting of material financial and non-financial information. We reviewed our internal controls for effectiveness periodically during the period covered by this report. No significant changes were made in our internal controls or in other factors that could significantly affect our internal controls subsequent to the date of their last evaluation. 13 of 17 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 9 in Notes to Condensed Consolidated Financial Statements Item 6. Exhibits and Reports on Form 8-K - ----------------------------------------- (a) Exhibits -------- 3.1 Bylaws of the Registrant, as amended and restated on May 20, 2003. 99.1 Certification of Chief Executive Officer regarding periodic report containing financial statements. 99.2 Certification of Chief Financial Officer regarding periodic report containing financial statements. (b) Reports on Form 8-K ------------------- We filed a Form 8-K on February 6, 2003, attaching a press release to announce our preliminary January 2003 sales results. We filed a Form 8-K on February 21, 2003 attaching a press release relating to our results of operations for the quarter and year ended January 31, 2003. We filed a Form 8-K on March 5, 2003 attaching a press release to announce our preliminary February 2003 sales results. We filed a Form 8-K on March 31, 2003 attaching a press release to announce the retirement of Joel Stinson, Chief Administrative Officer. We filed a Form 8-K on March 31, 2003 attaching a press release to announce our first quarter earnings were expected to be lower than the previously guided range. We filed a Form 8-K on April 10, 2003 attaching a press release to announce our preliminary March 2003 sales results. 14 of 17 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 Executive Vice President and Chief Financial Officer (Principal Accounting and Financial Officer) Date: June 9, 2003 ------------------ 15 of 17 Certification required by Section 302(a) of the Sarbanes-Oxley Act of 2002 I, Blake W. Nordstrom, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Nordstrom, Inc.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: June 9, 2003 /s/ Blake W. Nordstrom ------------------ ---------------------- Blake W. Nordstrom President 16 of 17 Certification required by Section 302(a) of the Sarbanes-Oxley Act of 2002 I, Michael G. Koppel, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Nordstrom, Inc.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: June 9, 2003 /s/ Michael G. Koppel ------------------ ---------------------- Michael G. Koppel Executive Vice President and Chief Financial Officer 17 of 17 NORDSTROM INC. AND SUBSIDIARIES Exhibit Index
Exhibit Method of Filing - ------- ---------------- 3.1 By-laws of the Registrant, as Filed herewith electronically amended and restated on May 20, 2003 99.1 Certification of Chief Executive Filed herewith electronically Officer regarding periodic report containing financial statements 99.2 Certification of Chief Financial Filed herewith electronically Officer regarding periodic report containing financial statements

                                                            Exhibit 3.1
                                 BYLAWS
                                   OF
                            NORDSTROM, INC.

               (Amended and Restated as of May 20, 2003)


                               ARTICLE I
                                Offices

     The principal office of the corporation in the state of Washington
shall be located in the city of Seattle.  The corporation may have such
other offices, either within or without the state of Washington, as the
Board of Directors may designate or as the business of the corporation
may require from time to time.

     The registered office of the corporation required by the Washington
Business Corporation Act to be maintained in the state of Washington may
be, but need not be, identical with the principal office in the state of
Washington and the address of the registered office may be changed from
time to time by the Board of Directors or by officers designated by the
Board of Directors.


                               ARTICLE II
                              Shareholders

     Section 1.  Annual Meetings.  The annual meeting of the
shareholders shall be held on the third Tuesday in the month of May each
year, at the hour of 11:00 a.m., unless the Board of Directors shall
have designated a different hour and day in the month of May to hold
said meeting. The meeting shall be for the purpose of electing directors
and the transaction of such other business as may come before the
meeting.  If the day fixed for the annual meeting shall be a legal
holiday in the state of Washington and if the Board of Directors has not
designated some other day in the month of May for such meeting, such
meeting shall be held at the same hour and place on the next succeeding
business day not a holiday.  The failure to hold an annual meeting at
the time stated in these Bylaws does not affect the validity of any
corporate action.  If the election of directors shall not be held on the
day designated herein or by the Board of Directors for any annual
meeting of the shareholders, or at any adjournment thereof, the Board of
Directors shall cause the election to be held at a special meeting of
the shareholders as soon thereafter as conveniently may be.

     Section 2.  Special Meetings.  Special meetings of the shareholders
may be called for any purpose or purposes, unless otherwise prescribed
by statute, at any time by the Chairman (or any Co-Chairman) of the
Board of Directors, by the President (or any Co-President) if there is
not then a Chairman (or Co-Chairman) of the Board of Directors or by the
Board of Directors and shall be called by the Chairman (or any Co-
Chairman) of the Board of Directors or the President (or any Co-
President) at the request of holders of not less than 15% of all
outstanding shares of the corporation entitled to vote on any issue
proposed to be considered at the meeting.  Only


business within the purpose or purposes described in the meeting notice
may be conducted at a special shareholder's meeting.

     Section 3.  Place of Meeting.  The Board of Directors may designate
any place, either within or without the state of Washington, as the
place of meeting for any annual meeting or for any special meeting of
the corporation.  If no such designation is made, the place of meeting
shall be the principal offices of the corporation in the state of
Washington.

     Section 4.  Notice of Meetings.  Written notice of annual or
special meetings of shareholders stating the place, day and hour of the
meeting and, in the case of a special meeting, the purpose or purposes
for which the meeting is called, shall be given by the Secretary, or
persons authorized to call the meeting, to each shareholder of record
entitled to vote at the meeting, not less than ten (10) nor more than
sixty (60) days prior to the date of the meeting, unless otherwise
prescribed by statute.

     Section 5.  Waiver of Notice.  Notice of the time, place and
purpose of any meeting may be waived in writing (either before or after
such meeting) and will be waived by any shareholder by attendance of the
shareholder in person or by proxy, unless the shareholder at the
beginning of the meeting objects to holding the meeting or transacting
business at the meeting.  Any shareholder waiving notice of a meeting
shall be bound by the proceedings of the meeting in all respects as if
due notice thereof had been given.

     Section 6.  Record Date.  For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of
shareholders, or any adjournment thereof, or shareholders entitled to
receive payment of any dividend, or to make a determination of
shareholders for any other proper purpose, the Board of Directors may
fix in advance a record date for any such determination of shareholders,
such date to be not more than seventy (70) days and, in the case of a
meeting of shareholders, not less than ten (10) days, prior to the date
on which the particular action requiring such determination of
shareholders is to be taken.  If no record date is fixed for the
determination of shareholders entitled to notice of or to vote at a
meeting of shareholders, or shareholders entitled to receive payment of
a dividend, the day before the date on which notice of the meeting is
mailed or the date on which the resolution of the Board of Directors
declaring such dividend is adopted, as the case may be, shall be the
record date for such determination of shareholders.  When a
determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this Section, the
determination shall apply to any adjournment thereof, unless the Board
of Directors fixes a new record date, which it must do if the meeting is
adjourned more than one hundred twenty (120) days after the date fixed
for the original meeting.

     Section 7. Voting Lists.  After fixing a record date for a
shareholders' meeting, the corporation shall prepare an alphabetical
list of the names of all shareholders on the record date who are
entitled to notice of the shareholders' meeting.  The list shall show
the address of and number of shares held by each shareholder.  A
shareholder, shareholder's agent, or a shareholder's attorney may
inspect the shareholder list, at the shareholder's expense, beginning
ten days prior to the shareholders' meeting and continuing through the
meeting, at the corporation's principal office or at a place identified
in the meeting notice in the city where the


meeting will be held during regular business hours.  The shareholder
list shall be kept open for inspection at the time and place of such
meeting or any adjournment.

     Section 8.  Quorum and Adjourned Meetings.  Unless the Articles of
Incorporation or applicable law provide otherwise, a majority of the
outstanding shares of the corporation entitled to vote, represented in
person or by proxy, shall constitute a quorum at a meeting of
shareholders. Once a share is represented at a meeting, other than to
object to holding the meeting or transacting business, it is deemed to
be present for the remainder of the  meeting and any adjournment thereof
unless a new record date is set or is required to be set for the
adjourned meeting.  A majority of the shares represented at a meeting,
even if less than a quorum, may adjourn the meeting from time to time
without further notice.  At a reconvened meeting at which a quorum shall
be present or represented, any business may be transacted which might
have been transacted at the original meeting.  Business may continue to
be conducted at a duly organized meeting and at any adjournment of such
meeting (unless a new record date is or must be set for the adjourned
meeting), notwithstanding the withdrawal of enough shares from either
meeting to leave less than a quorum.

     Section 9.  Proxies.  At all meetings of shareholders, a
shareholder may vote by proxy executed in writing by the shareholder or
by the shareholder's duly authorized attorney in fact.  Such proxy shall
be filed with the Secretary of the corporation before or at the time of
the meeting.  No proxy shall be valid after eleven (11) months from the
date of its execution, unless otherwise provided in the proxy.

     Section 10.  Voting of Shares.  Every shareholder of record shall
have the right at every shareholders' meeting to one vote for every
share standing in the shareholder's name on the books of the
corporation.  If a quorum exists, action on a matter, other than
election of directors, is approved by the shareholders if the votes cast
favoring the action exceed the votes cast opposing the action, unless
the Articles of Incorporation or applicable law require a greater number
of affirmative votes.  Notwithstanding the foregoing, shares of the
corporation may not be voted if they are owned, directly or indirectly,
by another corporation and the corporation owns, directly or indirectly,
a majority of shares of the other corporation entitled to vote for
directors of the other corporation.

     Section 11.  Acceptance of Votes.  If the name signed on a vote,
consent, waiver or proxy appointment does not correspond to the name of
a shareholder of the corporation, the corporation may accept the vote,
consent, waiver or proxy appointment and give effect to it as the act of
the shareholder if:  (i) the shareholder is an entity and the name
signed purports to be that of an officer, partner or agent of the
entity; (ii) the name signed purports to be that of an administrator,
executor, guardian or conservator representing the shareholder;
(iii) the name signed purports to be that of a receiver or trustee in
bankruptcy of the shareholder; (iv) the name signed purports to be that
of a pledgee, beneficial owner or attorney-in-fact of the shareholder;
or (v) two or more persons are the shareholder as co-tenants or
fiduciaries and the name signed purports to be the name of at least one
of the co-owners and the person signing appears to be acting on behalf
of all co-owners.


     Section 12.  Nomination of Directors.  Only persons who are
nominated in accordance with the following procedures shall be eligible
for election as directors of the corporation.  Nominations of persons
for election to the Board of Directors may be made at any annual meeting
of shareholders (a) by or at the direction of the Board of Directors (or
any duly authorized committee thereof) or (b) by any shareholder of the
corporation (i) who is a shareholder of record on the date of the giving
of the notice provided for in this Section 10 and on the record date for
the determination of shareholders entitled to vote at the annual meeting
and (ii) who timely complies with the notice procedures and form of
notice set forth in this Section 12.

     To be timely, a shareholder's notice must be given to the Secretary
of this corporation and must be delivered to or mailed and received at
the principal executive offices of the corporation not less than ninety
(90) days nor more than one hundred twenty (120) days prior to the
anniversary of the immediately preceding annual meeting of shareholders;
provided, however, that in the event that the annual meeting is called
for a date that is not within thirty (30) days before or after the
anniversary date, or no annual meeting was held in the immediately
preceding year, notice by the shareholder in order to be timely must be
so received no later than the close of business on the tenth (10th) days
following the day on which the notice of the annual meeting date was
mailed to shareholders.

     To be in the proper form, a shareholder's notice must be in written
form and must set forth (a) as to each person whom the shareholder
proposes to nominate for election as a director (i) the name, age,
business address and residence address of the person, (ii) the principal
occupation or employment of the person, (iii) the class or series and
number of shares of capital stock of the corporation which are owned
beneficially or of record by the person and (iv) any other information
relating to the person that would be required to be disclosed in a proxy
statement or other filings required to be made in connection with
solicitations proxies for election of director pursuant to Section 14 of
the Securities Exchange Act of 1934, as amended (the "Act") and the
rules and regulations promulgated thereunder and (b) as to the
shareholder giving the notice (i) the name and record address of the
shareholder, (ii) the class or series and number of shares of capital
stock of the corporation which are owned beneficially or by record by
the shareholder, (iii) a description of all arrangements or
understandings between the shareholder and each proposed nominee and any
other person or persons (including their names) pursuant to which the
nomination(s) are to be made by the shareholder, (iv) a representation
that the shareholder intends to appear in person or by proxy at the
meeting to nominate the person named in its notice, and (v) any other
information relating to the shareholder that would be required to be
disclosed in a proxy statement or other filings required to be made in
connection with solicitations of proxies for election of directors
pursuant to Section 14 of the Exchange Act and the rules and regulations
promulgated thereunder.  The notice must be accompanied by a written
consent of each proposed nominee to be named as a nominee and to serve
as a director if elected.

     No person shall be eligible for election as a director of the
corporation unless nominated in accordance with the procedures set forth
in this Section 12.  If the chairman of the annual meeting determines
that a nomination was not made in accordance with the foregoing
procedures, the chairman shall declare to the meeting that the
nomination was defective and the defective nomination shall be
disregarded.


     Section 13.   Business at Annual Meetings.  No business may be
transacted at an annual meeting of shareholders, other than business
that is either (a) specified in the notice of meeting (or any supplement
thereto) given by or at the direction of the Board of Directors (or any
duly authorized committee thereof), (b) otherwise properly brought
before the annual meeting by or at the direction of the Board of
Directors (or any duly authorized committee thereof), or (c) otherwise
properly brought before the annual meeting by any shareholder of the
corporation (i) who is a shareholder of record on the date of the giving
of the notice provided for in this Section 13 and on the record date for
the determination of shareholders of record on the date for the
determination of shareholders entitled to vote at the annual meeting and
(ii) who timely complies with the notice procedures and form of notice
set forth in this Section 13.

     To be timely, a shareholder's notice must be given to the Secretary
of the corporation and must be delivered to or mailed and received at
the principal executive offices of the corporation not less than ninety
(90) days nor more than one hundred twenty (120) days prior to the
anniversary date of the immediately preceding annual meeting of
shareholders; provided, however, that in the event that the annual
meeting is called for a date that is not within thirty (30) days before
or after the anniversary date, notice by the shareholder in order to be
timely must be so received no later than the close of business on the
tenth (10th) day following the day on which the notice of the annual
meeting date was mailed to shareholders.

     To be in proper form, a shareholder's notice must be in written
form and must set forth as to each matter the shareholder proposes to
bring before the annual meeting (i) a brief description of the business
desired to be brought before the annual meeting and the reasons for
documenting the business at the annual meeting, (ii) the name and record
address of the shareholder, (iii) the number of shares of capital stock
of the corporation which are owned beneficially or of record by the
shareholder, (iv) a description of all arrangements or understandings
between the shareholder and any other person or persons (including their
names) in connection with the proposal of the business and (v) a
representation that the shareholder intends to appear in person or by
proxy at the annual meeting to bring such business before the meeting.

     No business shall be conducted at the annual meeting of
shareholders except business brought before the annual meeting in
accordance with the procedures set forth in this Section 13; provided,
however, that, once the business has been properly brought before the
annual meeting in accordance with such procedures, nothing in this
Section 13 shall be deemed to preclude discussion by any shareholder of
any such business.  If the chairman of the annual meeting determines
that business was not properly brought before the annual meeting in
accordance with the foregoing procedures, the chairman shall declare to
the meeting that the business was not properly brought before the
meeting and the business shall not be transacted.


                               ARTICLE III
                           Board of Directors

     Section 1.  General Powers.  All corporate powers shall be
exercised by or under the authority of, and the business and affairs of
the corporation shall be managed under the direction


of, its Board of Directors, except as may be otherwise provided in these
Bylaws, the Amended and Restated Articles of Incorporation or the
Washington Business Corporation Act.

     Section 2.  Number, Tenure and Qualifications.  The number of
directors of the corporation shall be ten (10).  Each director shall
hold office until the next annual meeting of shareholders and until his
successors shall have been elected and qualified.  Directors need not be
residents of the state of Washington or shareholders of the corporation.

     Section 3.  Regular Meeting.  A regular meeting of the Board of
Directors shall be held without other notice than this Bylaw immediately
after and at the same place as, the annual meeting of shareholders.
Regular meetings of the Board of Directors shall be held at such place
and on such day and hour as shall from time to time be fixed by the
Chairman (or any Co-Chairman) of the Board of Directors, the President
(or any Co-President) or the Board of Directors.  No other notice of
regular meeting of the Board of Directors shall be necessary.

     Section 4.  Special Meetings.  Special meetings of the Board of
Directors may be called by or at the request of the Chairman (or any Co-
Chairman) of the Board of Directors, the President (or any Co-President)
or any two directors.  The person or persons authorized to call special
meetings of the Board of Directors may fix any place, either within or
without the state of Washington, as the place for holding any special
meeting of the Board of Directors called by them.

     Section 5.  Notice.  Notice of any special meeting shall be given
at least two days previously thereto by either oral or written notice.
Any director may waive notice of any meeting. The attendance of a
director at a meeting shall constitute a waiver of notice of such
meeting, except where a director attends a meeting for the express
purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened.  Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the
Board of Directors need be specified in the notice or waiver of notice
of such meeting.

     Section 6.  Quorum.  A majority of the number of directors fixed by
Section 2 of this Article III shall constitute a quorum for the
transaction of business at any meeting of the Board of Directors, but if
less than such majority is present at a meeting, a majority of the
directors present may adjourn the meeting from time to time without
further notice.

     Section 7.  Manner of Acting.  The act of the majority of the
directors present at a meeting at which a quorum is present shall be the
act of the Board of Directors.

     Section 8.  Vacancies.    Any vacancy occurring in the Board of
Directors may be filled by the affirmative vote of a majority of the
remaining directors though less than a quorum of the Board of Directors.
 A director elected to fill a vacancy shall be elected for the unexpired
term of his predecessor in office.  A vacancy on the Board of Directors
created by reason of an increase in the number of directors may be
filled by election by the Board of Directors for a term of the office
continuing only until the next election of directors by the
shareholders.


     Section 9.  Compensation.  By resolution of the Board of Directors,
each director may be paid his expenses, if any, of attendance at each
meeting of the Board of Directors and at each meeting of a committee of
the Board of Directors and may be paid a stated salary as director, a
fixed sum for attendance at each such meeting, or both.  No such payment
shall preclude any director from serving the corporation in any other
capacity and receiving compensation therefor.

     Section 10.  Presumption of Assent.  A director of the corporation
who is present at a meeting of the Board of Directors at which action on
any corporate matter is taken shall be presumed to have assented to the
action taken unless his dissent shall be entered in the minutes of the
meeting, or unless he shall file his written dissent to such action with
the person acting as the secretary of the meeting before the adjournment
thereof, or shall forward such dissent by registered mail to the
Secretary of the corporation immediately after the adjournment of the
meeting.  Such right to dissent shall not apply to a director who voted
in favor of such action.

     Section 11.  Committees.  The Board of Directors, by resolution
adopted by the greater of a majority of the Board of Directors then in
office and the number of directors required to take action in accordance
these Bylaws, may create standing or temporary committees, including an
Executive Committee, and appoint members form its own number and invest
such committees with such powers as it may see fit, subject to such
conditions as may be prescribed by the Board of Directors, the Articles
of Incorporation, these Bylaws and applicable law.  Each committee must
have two or more members, who shall serve at the pleasure of the Board
of Directors.

          Section 11.1.  Authority of Committees.  Except for the
executive committee which, when the Board of Directors is not in
session, shall have and may exercise all of the authority of the Board
of Directors except to the extent, if any, that such authority shall be
limited by the resolutions appointing the executive committee, each
committee shall have and may exercise all of the authority of the Board
of Directors to the extent provided in the resolution of the Board of
Directors creating the committee and any subsequent resolutions adopted
in like manner, except that no such committee shall have the authority
to:  (1) authorize or approve a distribution except according to a
general formula or method prescribed by the Board of Directors, (2)
approve or propose to shareholders sections or proposal required by the
Washington Business Corporation Act to be approved by shareholders, (3)
fill vacancies on the Board or any committee thereof, (4) amend the
Articles of Incorporation pursuant to RCW 23B.10.020, (5) adopt, amend
or repeal Bylaws, (6) approve a plan of merger not requiring shareholder
approval, or (7) authorize or approve the issuance or sale or contact
for sale of shares, or determine the designation and relative rights,
preferences and limitations of a class or series of shares except that
the Board may authorize a committee or a senior executive officer of the
corporation to do so within limits specifically prescribed by the Board.

          Section 11.2.  Removal.  The Board of Directors may remove any
member of any committee elected or appointed by it but only by the
affirmative vote of the greater of a majority of the directors then in
office and the number of directors required to take action in accordance
with these Bylaws.

          Section 11.3.  Minutes of Meetings.  All committees shall keep
regular minutes of their meetings and shall cause them to be recorded in
books kept for that purpose.


                               ARTICLE IV
                   Special Measures Applying to Both
                   Shareholder and Director Meetings

     Section 1.  Actions by Written Consent.  Any corporate action
required or permitted by the Articles of Incorporation, Bylaws, or the
laws under which the corporation is formed, to be voted upon or approved
at a duly called meeting of the directors, committee of directors, or
shareholders may be accomplished without a meeting if one or more
unanimous written consents of the respective directors or shareholders,
setting forth the actions so taken, shall be signed, either before or
after the action taken, by all the directors, committee members or
shareholders, as the case may be.  Action taken by unanimous written
consent of the directors or a committee of the Board of Directors is
effective when the last director or committee member signs the consent,
unless the consent specifies a later effective date.  Action taken by
unanimous written consent of the shareholders is effective when all
consents have been delivered to the corporation, unless the consent
specifies a later effective date.

     Section 2.  Meetings by Conference Telephone.  Members of the Board
of Directors, members of a committee of directors, or shareholders may
participate in their respective meetings by means of a conference
telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other at the same
time; participation in a meeting by such means shall constitute presence
in person at such meeting.

     Section 3.  Written or Oral Notice.  Oral notice may be
communicated in person, or by telephone, wire or wireless equipment,
which does not transmit a facsimile of the notice.  Oral notice is
effective when communicated.  Written notice may be transmitted by mail,
private carrier, or personal delivery; telegraph or teletype; or
telephone, wire or wireless equipment which transmits a facsimile of the
notice.  Written notice to a shareholder is effective when mailed, if
mailed with first class postage prepaid and correctly addressed to the
shareholder's address shown in the corporation's current record of
shareholders.  In all other instances, written notice is effective on
the earliest of the following:  (a) when dispatched to the person's
address, telephone number, or other number appearing on the records of
the corporation by telegraph, teletype or facsimile equipment; (b) when
received; (c) five days after deposit in the United States mail, as
evidenced by the postmark, if mailed with first class postage, prepaid
and correctly addressed; or (d) on the date shown on the return receipt,
if sent by registered or certified mail, return receipt requested and
the receipt is signed by or on behalf of the addressee.  In addition,
notice may be given in any manner not inconsistent with the foregoing
provisions and applicable law.


                                ARTICLE V
                                Officers

     Section 1.  Number.  The offices and officers of the corporation
shall be as designated from time to time by the Board of Directors.
Such offices may include a Chairman or two or


more Co-Chairmen of the Board of Directors, a President or two or more
Co-Presidents, one or more Vice Presidents, a Secretary and a Treasurer.
 Such other officers and assistant officers as may be deemed necessary
may be elected or appointed by the Board of Directors.  Any two or more
offices may be held by the same persons.

     Section 2.  Election and Term of Office.  The officers of the
corporation shall be elected annually by the Board of Directors at the
first meeting of the Board of Directors held after each annual meeting
of shareholders.  If the election of officers shall not be held at such
meeting, such election shall be held as soon thereafter as conveniently
may be.  Each officer shall hold office until a successor shall have
been duly elected and qualified, or until the officer's death or
resignation, or the officer has been removed in the manner hereinafter
provided.

     Section 3.  Removal.  Any officer or agent may be removed by the
Board of Directors whenever in its judgment, the best interests of the
corporation will be served thereby, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed.
Election or appointment of an officer or agent shall not of itself
create contract rights.

     Section 4.  Vacancies.  A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by
the Board of Directors for the unexpired portion of the term.

     Section 5.  Chairman of the Board of Directors.  The Chairman or
Co-Chairmen of the Board of Directors, subject to the authority of the
Board of Directors, shall preside at meetings of shareholders and
directors and, together with the President and Co-Presidents, shall have
general supervision and control over the business and affairs of the
corporation.  The Chairman or a Co-Chairman of the Board of Directors
may sign any and all documents, deeds, mortgages, bonds, contracts,
leases, or other instruments in the ordinary course of business with or
without the signature of a second corporate officer, may sign
certificates for shares of the corporation with the Secretary or
Assistant Secretary of the corporation and may sign any documents which
the Board of Directors has authorized to be executed, except in cases
where the signing and execution thereof shall be expressly delegated by
the Board of Directors or by these Bylaws to some other officer or agent
of the corporation, or shall be required by law to be otherwise signed
or executed; and in general may perform all duties which are normally
incident to the office of Chairman of the Board of Directors or
President and such other duties, authority and responsibilities as may
be prescribed by the Board of Directors from time to time.

     Section 6.  President.  The President or Co-Presidents, together
with the Chairman or Co-Chairmen of the Board of Directors, shall have
general supervision and control over the business and affairs of the
corporation subject to the authority of the Chairman or Co-Chairmen of
the Board of Directors and the Board of Directors.  The President or a
Co-President may sign any and all documents, mortgages, bonds,
contracts, leases, or other instruments in the ordinary course of
business with or without the signature of a second corporate officer,
may sign certificates for shares of the corporation with the Secretary
or Assistant Secretary of the corporation and may sign any documents
which the Board of Directors has authorized to be executed, except in
cases where the signing and execution thereof shall be expressly
delegated by the Board of Directors or by these Bylaws to some other
officer or agent of the corporation, or


shall be required by law to be otherwise signed or executed; and in
 general shall perform all duties incident to the office of President
and such other duties, authority and responsibilities as may be
prescribed by the Chairman or Co-Chairmen of the Board of Directors or
the Board of Directors from time to time.

     Section 7.  The Vice President.  In the absence of the President
and all Co-Presidents, or in the event of their death, inability or
refusal to act, the Executive Vice President, if one is  designated and
otherwise the Vice Presidents in the order designated at the time of
their election or in the absence of any designation, then in the order
of their election, shall perform the duties of the President and when so
acting, shall have all the powers of and be subject to all the
restrictions upon the President.  Any Vice President may sign, with the
Secretary or an Assistant Secretary, certificates for shares of the
corporation; and shall perform such other duties as from time to time
may be assigned to the Vice President by the Chairman or Co-Chairmen of
the Board of Directors, President or any Co-President, or by the Board
of Directors.

     Section 8.  The Secretary.  The Secretary shall:  (a) keep the
minutes of the proceedings of the shareholders and of the Board of
Directors in one or more books provided for that purpose; (b) see that
all notices are duly given in accordance with the provisions of these
Bylaws or as required by law; (c) be custodian of the corporate records
and of the seal of the corporation and see that the seal of the
corporation is affixed to all documents and the execution of which on
behalf of the corporation under its seal is duly authorized; (d) keep a
register of the post office address of each shareholder which shall be
furnished to the Secretary by such shareholders; (e) sign with the
Chairman or Co-Chairmen of the Board of Directors, President or a Co-
President, or with a Vice President, certificates for shares of the
corporation, or contracts, deeds or mortgages the issuance or execution
of which shall have been authorized by resolution of the Board of
Directors; (f) have general charge of the stock transfer books of the
corporation subject to the authority delegated to a transfer agent or
registrar if appointed; and (g) in general perform all duties incident
to the office of Secretary and such other duties as from time to time
may be assigned to the Secretary by the Chairman or Co-Chairmen of the
Board of Directors, President or any Co-President, or by the Board of
Directors.

     Section 9.  The Treasurer.  The Treasurer shall:  (a) have charge
and custody of and be responsible for all funds and securities of the
corporation; (b) receive and give receipts for monies due and payable to
the corporation from any source whatsoever and deposit all such monies
in the name of the corporation in such banks, trust companies or other
depositories as shall be selected in accordance with the provisions of
Article VII of these Bylaws; and (c) in general perform all of the
duties incident to the office of Treasurer and such other duties as from
time to time may be assigned to the Treasurer by the Chairman or Co-
Chairmen of the Board of Directors, President or any Co-President, or by
the Board of Directors.  If required by the Board of Directors, the
Treasurer shall give a bond for the faithful discharge of his duties in
such sum and with such surety or sureties as the Board of Directors
shall determine.

     Section 10.  Assistant Secretaries and Assistant Treasurers.  The
Assistant Secretaries, when authorized by the Board of Directors, may
sign with the Chairman or Co-Chairmen of the Board of Directors,
President or a Co-President, or with a Vice President, certificates for
shares of the corporation or contracts, deeds or mortgages, the issuance
or execution of which shall have


been authorized by a resolution of the Board of Directors.  The
Assistant Treasurers shall respectively, if required by the Board of
Directors, give bonds for the faithful discharge of their duties in such
sums and with such sureties as the Board of Directors shall determine.
The Assistant Secretaries and Assistant Treasurers, in general, shall
perform such duties as shall be assigned to them by the Secretary or the
Treasurer, respectively, or by the Chairman or Co-Chairmen of the Board
of Directors, President or any Co-President, or by the Board of
Directors.


                               ARTICLE VI
                  Contracts, Loans, Checks and Deposits

     Section 1.  Contracts.  The Board of Directors may authorize any
officer or officers, agent or agents, to enter into any contract or
execute and deliver any instrument in the name of and on behalf of the
corporation and such authority may be general or confined to specific
instances.

     Section 2.  Loans.  No loans shall be contracted on behalf of the
corporation and no evidences of indebtedness shall be issued in its name
unless authorized by the Board of Directors.  Such authority may be
general or confined to specific instances.

     Section 3.  Checks. Drafts. etc.  All checks, drafts or other
orders for the payment of money, notes or other evidences of
indebtedness issued in the name of the corporation, shall be signed by
such officers, agent or agents of the corporation and in such manner as
shall from time to time be determined by the Board of Directors.

     Section 4.  Deposits.  All funds of the corporation not otherwise
employed shall be deposited from time to time to the credit of the
corporation in such banks, trust companies or other depositories as the
Board of Directors may select.


                              ARTICLE VII
                Certificates for Shares and Their Transfer

     Section 1.  Certificates for Shares.  Certificates representing
shares of the corporation shall be in such form as shall be determined
by the Board of Directors.  Such certificates shall be signed by the
Chairman (or any Co-Chairman) of the Board of Directors, the President
(or any Co-President) or a Vice President and by the Secretary or an
Assistant Secretary and sealed with the corporate seal or a facsimile
thereof.  The signatures of such officers upon a certificate may be
facsimiles if the certificate is countersigned by a transfer agent, or
registered by a registrar, other than the corporation itself or one of
its employees.  If any officer who signed a certificate, either manually
or in facsimile, no longer holds such office when the certificate is
issued, the certificate is nevertheless valid.  All certificates for
shares shall be consecutively numbered or otherwise identified.  The
name and address of the person to whom the shares represented thereby
are issued, with the number of shares and date of issue, shall be
entered on the stock transfer books of the corporation.  All
certificates surrendered to the corporation for transfer shall be
canceled and no new certificate shall be issued until the former
certificate for a like number of shares shall have been surrendered and
canceled, except that in case of a lost, destroyed or


mutilated certificate a new one may be issued therefor upon such terms
and indemnity to the corporation as the Board of Directors may
prescribe.

     Section 2.  Transfer of Shares.  Transfer of shares of the
corporation shall be made only on the stock transfer books of the
corporation by the holder of record thereof or by his legal
representative, who shall furnish proper evidence of authority to
transfer or by his attorney thereunto authorized by power of attorney
duly executed and filed with the Secretary of the corporation, or with
its transfer agent, if any,  and on surrender for cancellation of the
certificate for such shares.  The person in whose name shares stand on
the books of the corporation shall be deemed by the corporation to be
the owner thereof for all purposes.


                              ARTICLE VIII
                              Fiscal Year

     The fiscal year of the corporation shall begin in January or
February and end in January or February each year, based upon the 4-5-4
calendar as defined by the National Retail Federation ("NRF").


                               ARTICLE IX
                                Dividends

     The Board of Directors may, from time to time, declare and the
corporation may pay dividends on its outstanding shares in the manner
and upon the terms and conditions provided by law and its articles of
incorporation.


                               ARTICLE X
                             Corporate Seal

         The Board of Directors shall provide a corporate seal which
shall be circular in form and shall have inscribed thereon the name of
the corporation and the state of incorporation and the words, "Corporate
Seal."


                               ARTICLE XI
           Indemnification of Directors, Officers and Others

     Section 1.  Right to Indemnification.  Each person (including a
person's personal representative) who was or is made a party or is
threatened to be made a party to or is otherwise involved (including,
without limitation, as a witness) in any threatened, pending, or
completed action, suit or proceeding, whether civil, criminal,
administrative, investigative or by or in the right of the corporation,
or otherwise (hereinafter a "proceeding") by reason of the fact that he
or she (or a person of whom he or she is a personal representative) is
or was a director or officer of the corporation or an officer of a
division of the corporation, or is or was acting at the request of


the corporation as a director, officer, partner, trustee, employee,
agent or in any other relationship or capacity whatsoever, of any other
foreign or domestic corporation, partnership, joint venture, employee
benefit plan or trust or other trust, enterprise or other private or
governmental entity, agency, board, commission, body or other unit
whatsoever (hereinafter an "indemnitee"), whether the basis of such
proceeding is alleged action or inaction in an official capacity as a
director, officer, partner, trustee, employee, agent or in any other
relationship or capacity whatsoever, shall be indemnified and held
harmless by the corporation to the fullest extent not prohibited by the
Washington Business Corporation Act, as the same exists or may hereafter
be amended (but, in the case of any such amendment, only to the extent
that such amendment does not prohibit the corporation from providing
broader indemnification rights than prior to the amendment), against all
expenses, liabilities and losses (including but not limited to
attorneys' fees, judgments, claims, fines, ERISA and other excise and
other taxes and penalties and other adverse effects and amounts paid in
settlement), reasonably incurred or suffered by the indemnitee;
provided, however, that no such indemnity shall indemnify any person
from or on account of acts or omissions of such person finally adjudged
to be intentional misconduct or a knowing violation of law, or from or
on account of conduct of a director finally adjudged to be in violation
of RCW 23B.08.310, or from or on account of any transaction with respect
to which it was finally adjudged that such person personally received a
benefit in money, property, or services to which the person was not
legally entitled; and further provided, however, that except as provided
in Section 2 of this Article with respect to suits relating to rights to
indemnification, the corporation shall indemnify any indemnitee in
connection with a proceeding (or part thereof) initiated by the
indemnitee only if such proceeding (or part thereof) was authorized by
the Board of Directors of the corporation.

     The right to indemnification granted in this Article is a contract
right and includes the right to payment by, and the right to receive
reimbursement from, the corporation of all expenses as they are incurred
in connection with any proceeding in advance of its final disposition
(hereinafter an "advance of expenses"); provided, however, that an
advance of expenses received by an indemnitee in his or her capacity as
a director or officer of the corporation, as an officer of a division of
the corporation, or, acting at the request of the corporation, as
director or officer of any other foreign or domestic corporation,
partnership, joint venture, employee benefit plan or trust or other
trust, enterprise or other private or governmental entity, agency,
board, commission, body or other unit whatsoever (and not in any other
capacity in which service was or is rendered by such indemnitee unless
such service was authorized by the Board of Directors) shall be made
only upon (i) receipt by the corporation of a written undertaking
(hereinafter an "undertaking") by or on behalf of such indemnitee, to
repay advances of expenses if and to the extent it shall ultimately be
determined by order of a court having jurisdiction (which determination
shall become final upon expiration of all rights to appeal), hereinafter
a "final adjudication", that the indemnitee is not entitled to be
indemnified for such expenses under this Article, (ii) receipt by the
corporation of written affirmation by the indemnitee of his or her good
faith belief that he or she has met the standard of conduct applicable
(if any) under the Washington Business Corporation Act necessary for
indemnification by the corporation under this Article, and (iii) a
determination of the Board of Directors, in its good faith belief, that
the indemnitee has met the standard of conduct applicable (if any) under
the Washington Business Corporation Act necessary for indemnification by
the corporation under this Article.


     Section 2.  Right of Indemnitee to Bring Suit.  If any claim for
indemnification under Section 1 of this Article is not paid in full by
the corporation within sixty days after a written claim has been
received by the corporation, except in the case of a claim for an
advance of expenses, in which case the applicable period shall be twenty
days, the indemnitee may at any time thereafter bring suit against the
corporation to recover the unpaid amount of the claim.  If the
indemnitee is successful in whole or in part in any such suit, or in any
suit in which the corporation seeks to recover an advance of expenses,
the corporation shall also pay to the indemnitee all the indemnitee's
expenses in connection with such suit.  The indemnitee shall be presumed
to be entitled to indemnification under this Article upon the
corporation's receipt of indemnitee's written claim (and in any suits
relating to rights to indemnification where the required undertaking and
affirmation have been received by the corporation) and thereafter the
corporation shall have the burden of proof to overcome that presumption.
 Neither the failure of the corporation (including its Board of
Directors, independent legal counsel, or shareholders) to have made a
determination prior to other commencement of such suit that the
indemnitee is entitled to indemnification, nor an actual determination
by the corporation (including its Board of Directors, independent legal
counsel or shareholders) that the indemnitee is not entitled to
indemnification, shall be a defense to the suit or create a presumption
that the indemnitee is not so entitled.  It shall be a defense to a
claim for an amount of indemnification under this Article (other than a
claim for advances of expenses prior to final disposition of a
proceeding where the required undertaking and affirmation have been
received by the corporation) that the claimant has not met the standards
of conduct applicable (if any) under the Washington Business Corporation
Act to entitle the claimant to the amount claimed, but the corporation
shall have the burden of proving such defense.  If requested by the
indemnitee, determination of the right to indemnity and amount of
indemnity shall be made by final adjudication (as defined above) and
such final adjudication shall supersede any determination made in
accordance with RCW 23B.08.550.

     Section 3.  Non-Exclusivity of Rights.  The rights to
indemnification (including, but not limited to, payment, reimbursement
and advances of expenses) granted in this Article shall not be exclusive
of any other powers or obligations of the corporation or of any other
rights which any person may have or hereafter acquire under any statute,
the common law, the corporation's Articles of Incorporation or Bylaws,
agreement, vote of shareholders or disinterested directors, or
otherwise.  Notwithstanding any amendment to or repeal of this Article,
any indemnitee shall be entitled to indemnification in accordance with
the provisions hereof with respect to any acts or omissions of such
indemnitee occurring prior to such amendment or repeal.

     Section 4.  Insurance, Contracts and Funding.  The corporation may
purchase and maintain insurance, at its expense, to protect itself and
any person (including a person's personal representative) who is or was
a director, officer, employee or agent of the corporation or who is or
was a director, officer, partner, trustee, employee, agent, or in any
other relationship or capacity whatsoever, of any other foreign or
domestic corporation, partnership, joint venture, employee benefit plan
or trust or other trust, enterprise or other private or governmental
entity, agency, board, commission, body or other unit whatsoever,
against any expense, liability or loss, whether or not the power to
indemnify such person against such expense, liability or loss is now or
hereafter granted to the corporation under the Washington Business
Corporation Act.  The corporation may enter into contracts granting
indemnity, to any such person whether or not in furtherance of the
provisions of this Article and may create trust funds, grant security
interests


and use other means (including, without limitation, letters of credit)
to secure and ensure the payment of indemnification amounts.

     Section 5.  Indemnification of Employees and Agents.  The
corporation may, by action of the Board of Directors, provide
indemnification and pay expenses in advance of the final disposition of
a proceeding to employees and agent of the corporation with the same
scope and effect as the provisions of this Article with respect to the
indemnification and advancement of expenses of directors and officers of
the corporation or pursuant to rights granted under, or provided by, the
Washington Business Corporation Act or otherwise.

     Section 6.  Separability of Provisions.  If any provision or
provisions of this Article shall be held to be invalid, illegal or
unenforceable for any reason whatsoever (i) the validity, legality and
enforceability of the remaining provisions of this Article (including
without limitation, all portions of any sections of this Article
containing any such provision held to be invalid, illegal or
unenforceable, that are not themselves invalid, illegal or
unenforceable) shall not in any way be affected or impaired thereby, and
(ii) to the fullest extent possible, the provisions of this Article
(including, without limitation, all portions of any paragraph of this
Article containing any such provision held to be invalid, illegal or
unenforceable, that are not themselves invalid, illegal or
unenforceable) shall be construed so as to give effect to the intent
manifested by the provision held invalid, illegal or unenforceable.

     Section 7.  Partial Indemnification.  If an indemnitee is entitled
to indemnification by the corporation for some or a portion of expenses,
liabilities or losses, but not for the total amount thereof, the
corporation shall nevertheless indemnify the indemnitee for the portion
of such expenses, liabilities and losses to which the indemnitee is
entitled.

     Section 8.  Successors and Assigns.  All obligations of the
corporation to indemnify any indemnitee:  (i) shall be binding upon all
successors and assigns of the corporation (including any transferee of
all or substantially all of its assets and any successor by merger or
otherwise by operation of law), (ii) shall be binding on and inure to
the benefit of the spouse, heirs, personal representatives and estate of
the indemnitee, and (iii) shall continue as to any indemnitee who has
ceased to be a director, officer, partner, trustee, employee or agent
(or other relationship or capacity).


                              ARTICLE XII
                            Books and Records

     Section 1.  Books of Accounts, Minutes and Share Register.  The
corporation shall keep as permanent records minutes of all meetings of
its shareholders and Board of Directors, a record of all actions taken
by the shareholders or Board of Directors without a meeting and a record
of all actions taken by a committee of the Board of Directors exercising
the authority of the Board of Directors on behalf of the corporation.
The corporation shall maintain appropriate accounting records.  The
corporation or its agent shall maintain a record of its shareholders, in
a form that permits preparation of a list of the names and addresses of
all shareholders, in alphabetical order showing the number and class of
shares held by each.  The corporation shall keep a copy of the


following records at its principal office:  the Articles or Restated
Articles of Incorporation and all amendments currently in effect; the
Bylaws or Restated Bylaws and all amendments currently in effect; the
minutes of all shareholders' meetings and records of all actions taken
by shareholders without a meeting, for the past three years; its
financial statements for the past three years, including balance sheets
showing in reasonable detail the financial condition of the corporation
as of the close of each fiscal year and an income statement showing the
results of its operations during each fiscal year prepared on the basis
of generally accepted accounting principles or, if not, prepared on a
basis explained therein; all written communications to shareholders
generally within the past three years; a list of the names and business
addresses of its current directors and officers; and its most recent
annual report delivered to the Secretary of State of the State of
Washington.

     Section 2.  Copies of Resolutions.  Any person dealing with the
corporation may rely upon a copy of any of the records of the
proceedings, resolutions, or votes of the Board of Directors or
shareholders, when certified by the Chairman (or any Co-Chairman) of the
Board of Directors, President (or any Co-President) or Secretary.


                              ARTICLE XIII
                          Amendment of Bylaws

     These Bylaws may be amended, altered, or repealed by the
affirmative vote of a majority of the full Board of Directors at any
regular or special meeting of the Board of Directors.









                                                           Exhibit 99.1


                             NORDSTROM, INC.

                            1617 SIXTH AVENUE

                       SEATTLE, WASHINGTON 98101

                    CERTIFICATION OF CHIEF EXECUTIVE
              OFFICER REGARDING PERIODIC REPORT CONTAINING
                          FINANCIAL STATEMENTS

I, Blake W. Nordstrom, the President of Nordstrom, Inc. (the "Company")
in compliance with 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, hereby certify that the
Company's Quarterly Report on Form 10-Q for the period ended May 3,
2003 (the "Report") filed with the Securities and Exchange Commission:

          - fully complies with the requirements of Section 13(a) of
            the Securities Exchange Act of 1934; and

          - the information contained in the Report fairly presents, in
            all material respects, the financial condition and results
            of operations of the Company.

                                          /s/ Blake W. Nordstrom
                                          -----------------------------
                                          Blake W. Nordstrom
                                          President
                                          June 9, 2003

A signed original of this written statement required by Section 906 has
been provided to Nordstrom, Inc. and will be retained by Nordstrom,
Inc. and furnished to the Securities and Exchange Commission or its
staff upon request.




                                                           Exhibit 99.2

                             NORDSTROM, INC.

                           1617 SIXTH AVENUE

                       SEATTLE, WASHINGTON 98101

                    CERTIFICATION OF CHIEF FINANCIAL
              OFFICER REGARDING PERIODIC REPORT CONTAINING
FINANCIAL STATEMENTS

I, Michael G. Koppel, the Executive Vice President and Chief Financial
Officer of Nordstrom, Inc. (the "Company") in compliance with 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, hereby certify that the Company's Quarterly Report on Form
10-Q for the period ended May 3, 2003 (the "Report") filed with the
Securities and Exchange Commission:

         -  fully complies with the requirements of Section 13(a) of
            the Securities Exchange Act of 1934; and
         -  the information contained in the Report fairly presents, in
            all material respects, the financial condition and results
            of operations of the Company.


                                          /s/ Michael G. Koppel
                                          -----------------------------
                                          Michael G. Koppel
                                          Executive Vice President and
                                          Chief Financial Officer
                                          June 9, 2003

A signed original of this written statement required by Section 906 has
been provided to Nordstrom, Inc. and will be retained by Nordstrom,
Inc. and furnished to the Securities and Exchange Commission or its
staff upon request.