Exhibit 13.1 1 NORDSTROM, INC. AND SUBSIDIARIES Table of Contents 2 Financial Highlights 3 Message to our Shareholders 4 Management Discussion & Analysis 8 Consolidated Statements of Earnings 9 Consolidated Balance Sheets 10 Consolidated Statements of Shareholders' Equity 11 Consolidated Statements of Cash Flows 12 Notes to Consolidated Financial Statements 21 Report of Management 22 Independent Auditors' Report 23 Ten-Year Statistical Summary 25 Officers, Directors and Committees 29 Retail Store Facilities About the Company Nordstrom has grown from its origins as a small shoe store to become one of the nation's leading fashion specialty retailers, offering a wide variety of fine quality apparel, shoes and accessories for women, men and children. Now in its 94th year, Nordstrom operates 55 large specialty stores in Washington, Oregon, California, Utah, Alaska, Virginia, Maryland, New Jersey, Illinois and Minnesota, plus one smaller specialty store, 19 clearance and off-price stores, a men's wear boutique in New York City, and leased shoe departments in 12 department stores in Hawaii and Guam. Currently led by the third generation of the Nordstrom family, the Company remains committed to its founding principles of quality, value, selection and service. NORDSTROM, INC. AND SUBSIDIARIES 2 Financial Highlights Dollars in thousands except per share amounts Fiscal Year 1994 1993 % Change ------------------------------------------------------------------------------ Net sales $3,894,478 $3,589,938 +8.5 Earnings before income taxes 335,558 230,918 +45.3 Net earnings 202,958 140,418 +44.5 Net earnings per share 2.47 1.71 +44.4 Cash dividends paid per share .385 .34 +13.2 Stock Trading Fiscal Year 1994 Fiscal Year 1993 -------------------------------------------------------------------------- High Low High Low 1st Quarter 44 1/2 34 43 1/2 27 3/4 2nd Quarter 45 3/4 38 3/4 32 1/4 25 1/4 3rd Quarter 49 3/4 37 35 3/4 26 1/4 4th Quarter 49 1/2 39 1/2 36 1/2 31 Nordstrom, Inc. common stock is traded over-the-counter and quoted daily in leading financial publications. NASDAQ Symbol -- Nobe. Graph - Net Sales The vertical bar graph compares net sales for the past ten years. Beginning with the most recent fiscal year on the left, net sales (dollars are in millions) were as follows: 1994-$3,894; 1993-$3,590; 1992-$3,422; 1991-$3,180; 1990-$2,894; 1989-$2,671; 1988-$2,328; 1987-$1,920; 1986-$1,630; and 1985- $1,302. Graph - Net Earnings The vertical bar graph compares net earnings for the past ten years. Beginning with the most recent fiscal year on the left, net earnings (dollars in millions) were as follows: 1994-$203.0; 1993-$140.4; 1992-$136.6; 1991- $135.8; 1990-$115.8; 1989-$114.9; 1988-$123.3; 1987-$92.7; 1986-$72.9; and 1985-$50.1. 3 NORDSTROM, INC. AND SUBSIDIARIES Message to our Shareholders Reviewing the 1994 year should be encouraging to people who are interested in the Nordstrom company. The raw numbers tend to speak for themselves. Sales rose to $3,894,478,000, representing an 8.5% increase, while profits set a notable all-time high by rising to $202,958,000, a 44.5% increase. Part of the vitality that we experienced in 1994 was due to the opening of successful new stores at Annapolis Mall in Annapolis, MD; Santa Anita Fashion Park in Arcadia, CA; and Old Orchard Center in Skokie, IL. In addition, we significantly expanded two of our older units at Washington Square in Portland, OR and Bellevue Square in Bellevue, WA. Most of the credit for the results should go to the people who make up our staff and management. They are the ones who have been implementing our Inventory Management System that helped us achieve a much more efficient and responsive stock of merchandise. We also had an aggressive expense control effort that was supported by everyone. Finally, almost all of our merchandise divisions lowered their markdowns which allowed us to improve our gross margins. Our buyers operated with somewhat leaner inventories by effectively targeting our customer base. We note that the women's apparel segment of the retailing industry has not been doing well, but we are happy to report that our women's apparel departments had significant increases in both sales and profit margins. We expect 1994 to be a good base from which to grow in 1995. The cost controls and the merchandise disciplines that we enjoyed this past year should be improved upon. While consumer demand is not rising in a major way, we think we can capture a larger share of the market. New stores will once again be the catalyst for our increased sales and the growth of our culture. Here is the schedule for stores opening in 1995: * March 3: Woodfield Shopping Center, Schaumburg, IL (215,000 sq. ft.) * March 17: The Westchester, White Plains, NY (219,000 sq. ft.) * August 18: The Mall at Short Hills, Millburn, NJ (188,000 sq. ft.) * September 8: Circle Centre, Indianapolis, IN (216,000 sq. ft.) * August 25: Auburn Super Mall Rack, Auburn, WA (51,000 sq. ft.) We feel we are uniquely positioned to grow and prosper. The retail industry is, as always, changing and it would appear that we have the financial resources, outstanding human resources, desire and opportunities to become the leading retailer of our type of merchandise in the country. John A. McMillan Bruce A. Nordstrom James F. Nordstrom John N. Nordstrom NORDSTROM, INC. AND SUBSIDIARIES 4 Management Discussion and Analysis The following discussion and analysis gives a more detailed review of the past three years, as well as additional information on future commitments and trends. This discussion and analysis should be read in conjunction with the basic consolidated financial statements and the Ten-Year Statistical Summary. Sales Sales have increased to record levels in each of the past three years. Fiscal Year 1994 1993 1992 -------------------------------------------------------------------------- Additional sales in comparable stores (open at least fourteen months) 4.4% 2.7% 1.4% Sales in new stores 4.1% 2.2% 6.2% ---- ---- ---- Total percentage increase 8.5% 4.9% 7.6% ==== ==== ==== During the past three years, the rate of growth of comparable store sales has increased as the overall economic climate has improved. This trend has been most noticeable in California where many of the Company's stores are located. New stores are generally not as productive as the Company's average store, due to the established customer base and traffic patterns which develop over time. As a result, sales growth from new stores has grown at a lower rate than average square footage over the past several years. While management believes that some portion of the increase in merchandise sales is due to inflation, it is difficult to measure because of changes in merchandise styles and selections. The change in the retail prices of apparel, shoes and accessories as measured by the Bureau of Labor Statistics on an overall basis was 1% for 1992, 1% for 1993 and -1% for 1994. These statistics indicate that inflation has been very low over the past several years, and management believes that they are the best available measure of the effect of inflation on the Company's selling prices. Graph - Percentage of 1994 Sales by Merchandise Category The pie chart depicts each merchandise category and its percent of total sales. Clockwise: Shoes - 20%; Men's Apparel and Furnishings - 16%; Children's Apparel and Accessories - 4%; Other - 2%; Women's Apparel - 38% and Women's Accessories - 20%. The caption below the graph reads, "Sales by major merchandise category have changed only slightly over the past several years." 5 NORDSTROM, INC. AND SUBSIDIARIES Management Discussion and Analysis Costs and Expenses As a result of increased sales, the total amount of costs and expenses has increased in each year. As a percentage of sales, total costs and expenses were 93.5% in 1992, 93.6% in 1993 and 91.4% in 1994. Unless otherwise indicated, the changes discussed below are stated as a percentage of sales as shown on page 8. Cost of sales and related buying and occupancy costs fluctuate as a percentage of sales primarily because of changes in the cost of sales component. With the changes in merchandise styles and selections from season to season, cost of sales, and therefore the merchandise gross margin, can fluctuate up and down. In 1993, the merchandise gross margin decreased because of the softness in demand for women's apparel. During 1994, the merchandise margin improved dramatically because of higher than anticipated sales increases and implementation of a new inventory management system. Nearly all categories of merchandise had higher margins, but women's apparel showed the greatest improvement following the low level in 1993. Buying costs increased during the period, as the Company spent more to develop its own merchandise brands and to develop and implement a new inventory management system. Selling, general and administrative expenses increased by .2% of sales in 1992 as sales growth slowed. Salaries, wages, workers' compensation claims and medical plan benefits increased in comparable stores at a faster rate than sales. In 1992, management implemented programs to control these expenses, and as a result, the rate of growth of these expenses slowed in 1993. At the same time the growth in comparable store sales increased. Selling, general and administrative expenses decreased by .2% of sales in 1993 primarily because of a reduction in bad debts. Bad debts continued to decline in 1994. Medical plan benefits also decreased in 1994 as a result of changes to the plan implemented by the Company. These decreases were offset by higher sales promotion costs for the Company's direct sales division and a higher contribution to the Company's profit sharing plan. In 1992 and 1993, interest expense decreased because of lower short-term interest rates and reductions in debt outstanding. During 1994, interest expense decreased as more interest was capitalized on projects under construction. Other income in the fourth quarter of 1992 was reduced by a charge of $6.6 million ($.05 per share after income taxes) for plaintiffs' legal fees in connection with the settlement of a class action lawsuit. The Company had previously established a reserve for potential wage claims alleged in that same lawsuit. The Company paid substantially all the claims by the end of 1993 and the resulting adjustment of the reserve amount increased other income in the fourth quarter of 1993 by $4.5 million ($.03 per share after income taxes). Also, in the fourth quarter of 1993, other income was reduced by $5 million ($.04 per share after income taxes) for expenses and property losses resulting from an earthquake in Southern California. The Company does not carry earthquake insurance because of its high cost. NORDSTROM, INC. AND SUBSIDIARIES 6 Management Discussion and Analysis Income Taxes The provision for income taxes increased in 1992 as a percentage of earnings before income taxes because of a reduction in deferred tax credits. In 1993, the provision increased because of the increase in the Federal income tax rate. Liquidity and Capital Resources During 1992 and 1993, cash provided by operating activities exceeded cash used in investing activities as shown on page 11. The Company used this excess cash flow to reduce total debt outstanding. This situation reversed in 1994 as the Company increased its spending on new store construction and customer accounts receivable increased. The Company's operating working capital (net working capital less short-term investments plus notes payable and the current portion of long-term debt) has fluctuated as shown below: Fiscal year 1994 1993 1992 ----------------------------------------------------------------------------- Operating working capital (in thousands) $843,924 $745,040 $765,893 Percentage change from prior year 13.3% (2.7%) 1.0% -------- -------- -------- Net sales/average operating working capital 4.6 4.8 4.5 ======== ======== ======== The Company believes that operating working capital is a more appropriate measure of the Company's on-going working capital requirements than net working capital because it eliminates the effect of changes in the levels of short-term investments and borrowings. These levels can vary each year depending on financing activities. Operating working capital increased at a slower rate than sales in 1992, and decreased in 1993, because of reduced customer accounts receivable. Credit sales on the Company's credit card decreased, reflecting more cautious use of credit by consumers in general and increased competition from third-party cards. In 1994, customer accounts receivable increased because the Company commenced its own Visa credit card program. The increase in customer accounts receivable, along with higher merchandise inventories, caused operating working capital to increase. 7 NORDSTROM, INC. AND SUBSIDIARIES Management Discussion and Analysis Graph - Investing and Operating Cash Flows The vertical bar graph compares cash provided by operating activities and cash used in investing activities for each year, for the past ten years. Dollars are in millions. Investing Operating Year activities activities ---- ---------- ---------- 1994 $230.4 $215.3 1993 $132.7 $262.1 1992 $ 71.9 $235.6 1991 $147.2 $154.0 1990 $200.7 $148.1 1989 $168.7 $122.2 1988 $153.4 $ 46.0 1987 $128.3 $ 87.7 1986 $ 69.8 $115.0 1985 $120.9 $ (3.5) Liquidity and Capital Resources The Company has spent $436 million during the last three years to add new stores and facilities and to improve existing stores and facilities. Over 1.4 million square feet of selling space has been added during this time period, representing an increase of 16%. Most of the new stores have been constructed by the Company on land that it owns or leases under long-term agreements, thus providing a strong basis for future operations. The Company plans to spend over $750 million on capital projects during the next three years, with over $100 million allocated to the refurbishment of existing stores. Although the Company has made commitments for stores to be opening in 1995 and beyond, it is possible that some stores may not be opened as scheduled because of environmental and land use regulations and the difficulties encountered by shopping center developers in securing financing. The anticipated growth of the Company's operations will require some external capital in the next three years. Most of these external capital requirements will be funded with additional long- and short-term debt issued by the Company's captive finance subsidiary. The Company's capital base has expanded over the last three years. At the end of 1994, the Company's capital totaled $1,805 million. Because the Company has experienced strong positive cash flows, total debt outstanding has decreased over the past three years both in total and as a percentage of total capital. The percentage of debt to total capital is lower than it has been in over 10 years. Management believes that the expansion of the Company's operations over the next several years will not significantly increase its debt to capital percentage. Management also believes that the Company's current financial strength provides the resources necessary to maintain its existing stores and the flexibility to take advantage of new store opportunities. Graph - Square Footage by Market Area at end of 1994 The pie chart shows the percent of total square feet in each region and also gives the number of square feet for that region. Clockwise: Northern California, 19.2%, 1,922,000; Washington, 13.8%, 1,374,000; Capital, 12.3%, 1,229,000; Oregon, 8.2%, 823,000; Northeast, 7.2%, 722,000; Midwest, 7.4%, 743,000; Utah, 3.6%, 357,000; Place Two and Clearance, .4%, 44,000; Alaska, 1.0%, 97,000 and Southern California, 26.9%, 2,687,000. NORDSTROM, INC. AND SUBSIDIARIES 8 Consolidated Statements of Earnings Dollars in thousands except per share amounts % of % of % of Year ended January 31, 1995 Sales 1994 Sales 1993 Sales ---------------------------------------------------------------------------------------------------- Net sales $3,894,478 100.0 $3,589,938 100.0 $3,421,979 100.0 ---------- ----- ---------- ----- ---------- ----- Costs and expenses: Cost of sales and related buying and occupancy 2,599,553 66.7 2,469,304 68.8 2,339,107 68.3 Selling, general and administrative 1,023,347 26.3 940,579 26.2 902,083 26.4 Interest, net 30,664 .8 37,646 1.1 44,810 1.3 Service charge income and other, net (94,644) (2.4) (88,509) (2.5) (86,140) (2.5) ---------- ----- ---------- ----- ---------- ----- Total costs and expenses 3,558,920 91.4 3,359,020 93.6 3,199,860 93.5 ---------- ----- ---------- ----- ---------- ----- Earnings before income taxes 335,558 8.6 230,918 6.4 222,119 6.5 Income taxes 132,600 3.4 90,500 2.5 85,500 2.5 ---------- ----- ---------- ----- ---------- ----- Net earnings $ 202,958 5.2 $ 140,418 3.9 $ 136,619 4.0 ========== ===== ========== ===== ========== ===== Net earnings per share $ 2.47 $ 1.71 $ 1.67 ========== ========== ========== Cash dividends paid per share $ .385 $ .34 $ .32 ========== ========== ========== <FN> The accompanying Notes to Consolidated Financial Statements are an integral part of these statements. 9 NORDSTROM, INC. AND SUBSIDIARIES Consolidated Balance Sheets Dollars in thousands January 31, 1995 1994 ----------------------------------------------------------------------------------------------------- Assets Current assets: Cash and cash equivalents $ 32,497 $ 91,222 Accounts receivable, net 675,891 586,441 Merchandise inventories 627,930 585,602 Prepaid income taxes and other 61,395 51,649 ---------- ---------- Total current assets 1,397,713 1,314,914 Property, buildings and equipment, net 984,195 845,596 Other assets 14,875 16,971 ---------- ---------- Total assets $2,396,783 $2,177,481 ========== ========== Liabilities and Shareholders' Equity Current liabilities: Notes payable $ 87,388 $ 40,337 Accounts payable 273,084 264,055 Accrued salaries, wages and taxes 190,501 156,947 Accrued expenses 40,990 35,994 Accrued income taxes 22,524 27,988 Current portion of long-term debt 75,967 102,164 ---------- ---------- Total current liabilities 690,454 627,485 Long-term debt 297,943 336,410 Deferred income taxes and other 64,586 47,082 Shareholders' equity 1,343,800 1,166,504 ---------- ---------- Total liabilities and shareholders' equity $2,396,783 $2,177,481 ========== ========== <FN> The accompanying Notes to Consolidated Financial Statements are an integral part of these statements. NORDSTROM, INC. AND SUBSIDIARIES 10 Consolidated Statements of Shareholders' Equity Dollars in thousands except per share amounts Year ended January 31, 1995 1994 1993 ------------------------------------------------------------------------------------------------------ Common Stock Authorized 250,000,000 shares; issued and outstanding 82,244,098, 82,059,128 and 81,974,797 shares Balance at beginning of year $ 157,374 $ 155,439 $ 153,055 Issuance of common stock 5,960 1,935 2,384 ---------- ---------- ---------- Balance at end of year 163,334 157,374 155,439 ---------- ---------- ---------- Retained Earnings Balance at beginning of year 1,009,130 896,592 786,176 Net earnings 202,958 140,418 136,619 Cash dividends paid ($.385, $.34, and $.32 per share) (31,622) (27,880) (26,203) ---------- ---------- ---------- Balance at end of year 1,180,466 1,009,130 896,592 ---------- ---------- ---------- Total shareholders' equity $1,343,800 $1,166,504 $1,052,031 ========== ========== ========== <FN> The accompanying Notes to Consolidated Financial Statements are an integral part of these statements. 11 NORDSTROM, INC. AND SUBSIDIARIES Consolidated Statements of Cash Flows Dollars in thousands Year ended January 31, 1995 1994 1993 ----------------------------------------------------------------------------------------------------------- Operating Activities Net earnings $202,958 $140,418 $136,619 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 110,789 103,466 102,763 Change in: Accounts receivable, net (89,450) 16,757 5,029 Merchandise inventories (42,328) (48,863) (30,107) Prepaid income taxes and other (9,746) (878) (2,643) Accounts payable 9,029 43,879 3,744 Accrued salaries, wages and taxes 33,554 (1,081) 12,236 Accrued expenses 4,996 4,853 (600) Income tax liabilities (4,518) 3,540 8,586 -------- -------- -------- Net cash provided by operating activities 215,284 262,091 235,627 -------- -------- -------- Investing Activities Additions to property, buildings and equipment, net (232,050) (124,401) (69,982) Other, net 1,660 (8,306) (1,870) -------- -------- -------- Net cash used in investing activities (230,390) (132,707) (71,852) -------- -------- -------- Financing Activities Increase (decrease) in notes payable 47,051 2,018 (96,416) Proceeds from issuance of long-term debt, net 49,656 - - Principal payments on long-term debt (114,664) (43,371) (29,055) Proceeds from issuance of common stock 5,960 1,935 2,384 Cash dividends paid (31,622) (27,880) (26,203) -------- -------- -------- Net cash used in financing activities (43,619) (67,298) (149,290) -------- -------- -------- Net (decrease) increase in cash and cash equivalents (58,725) 62,086 14,485 Cash and cash equivalents at beginning of year 91,222 29,136 14,651 -------- -------- -------- Cash and cash equivalents at end of year $ 32,497 $ 91,222 $ 29,136 ======== ======== ======== <FN> The accompanying Notes to Consolidated Financial Statements are an integral part of these statements. NORDSTROM, INC. AND SUBSIDIARIES 12 Notes to Consolidated Financial Statements Dollars in thousands except per share amounts NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation: The Consolidated Financial Statements include the accounts of Nordstrom, Inc. and its subsidiaries. All significant intercompany transactions and accounts are eliminated in consolidation. Merchandise Inventories: Merchandise inventories are stated at the lower of cost (first-in, first-out basis) or market, using the retail method. Property, Buildings and Equipment: Straight-line and accelerated methods are applied in the calculation of depreciation and amortization. Lives used for calculating depreciation and amortization rates for the principal asset classifications are as follows: buildings, 10 to 50 years; store fixtures and equipment, three to 15 years; leasehold improvements, life of lease or applicable shorter period. Store Preopening Costs: Store opening and preopening costs are charged to expense when incurred. Capitalization of Interest: The interest carrying costs of facilities being constructed are capitalized during their construction period based on the Company's weighted average borrowing rate. Earnings per Share: Earnings per share are computed on the basis of the weighted average number of common shares outstanding during the year. Average shares outstanding were 82,144,079, 82,003,407 and 81,892,829 in 1994, 1993 and 1992. Cash Equivalents: The Company considers all short-term investments with a maturity at date of purchase of three months or less to be cash equivalents. The carrying amount approximates fair value because of the short maturity of these instruments. Customer Accounts Receivable: In accordance with trade practices, installments maturing in more than one year or deferred payment accounts receivable are included in current assets. Cash Management: The Company's cash management system provides for the reimbursement of all major bank disbursement accounts on a daily basis. Accounts payable at January 31, 1995 and 1994 include $29,223 and $15,817 of checks drawn in excess of cash balances not yet presented for payment. 13 NORDSTROM, INC. AND SUBSIDIARIES Derivatives: The Company limits its use of derivative financial instruments to the management of well-defined foreign currency and interest rate risks. The effect of these activities is not material to the Company's financial condition or results of operations. The Company has no off-balance sheet credit risk, and the fair value of derivative financial instruments at January 31, 1995 and 1994 is not material. NOTE 2: EMPLOYEE BENEFITS The Company provides a profit sharing plan for employees. The plan is fully funded by the Company and is non-contributory except for employee contributions made under Section 401(k) of the Internal Revenue Code. Under this provision, the Company provides matching contributions up to a stipulated percentage of employee contributions. The Company contribution is established each year by the Board of Directors and totaled $44,000, $35,500 and $34,000 for 1994, 1993 and 1992. NOTE 3: INTEREST EXPENSE The components of interest expense are as follows: Year ended January 31, 1995 1994 1993 ------------------------------------------------------------------------ Nordstrom, Inc. Short-term debt $ 69 $ 46 $ 799 Long-term debt 10,780 12,830 14,084 Nordstrom Credit, Inc. Short-term debt 5,085 2,361 4,474 Long-term debt 23,161 25,543 28,906 ------- ------- ------- Total interest incurred 39,095 40,780 48,263 Less: Interest income (2,416) (1,624) (1,161) Capitalized interest (6,015) (1,510) (2,292) ------- ------- ------- Interest, net $30,664 $37,646 $44,810 ======= ======= ======= NORDSTROM, INC. AND SUBSIDIARIES 14 NOTE 4: INCOME TAXES Income taxes consist of the following: Year ended January 31, 1995 1994 1993 ------------------------------------------------------------------------- Current income taxes: Federal $118,558 $77,231 $71,181 State and local 23,986 16,149 14,931 -------- ------- ------- Total current income taxes 142,544 93,380 86,112 -------- ------- ------- Deferred income taxes: Current (10,113) (648) (3,588) Non-current 169 (2,232) 2,976 -------- ------- ------- Total deferred income taxes (9,944) (2,880) (612) -------- ------- ------- Total income taxes $132,600 $90,500 $85,500 ======== ======= ======= A reconciliation of the statutory Federal income tax rate with the effective tax rate is as follows: Year ended January 31, 1995 1994 1993 ------------------------------------------------------------------------ Statutory rate 35.00% 35.00% 34.00% State and local income taxes, net of Federal income taxes 4.39 4.41 4.38 Other, net .11 (0.21) 0.11 ------- ------- ------- Effective tax rate 39.50% 39.20% 38.49% ======= ======= ======= Deferred income taxes result from temporary differences in the timing of recognition of revenue and expenses for tax and financial statement reporting as follows: Year ended January 31, 1995 1994 1993 ------------------------------------------------------------------------ Excess tax basis depreciation $ 521 $ 740 $2,342 Accrued expenses (4,416) (2,850) (3,039) Other (6,049) (770) 85 ------- ------- ------- Total deferred income taxes ($9,944) ($2,880) ($ 612) ======= ======= ======= These items comprise substantially all of the deferred tax asset and liability balances. 15 NORDSTROM, INC. AND SUBSIDIARIES NOTE 5: ACCOUNTS RECEIVABLE The components of accounts receivable are as follows: January 31, 1995 1994 ------------------------------------------------------------------------ Customers $678,673 $588,296 Other 20,176 21,290 Allowance for doubtful accounts (22,958) (23,145) -------- -------- Accounts receivable, net $675,891 $586,441 ======== ======== Credit risk with respect to accounts receivable is concentrated in the geographic regions in which the Company operates stores. At January 31, 1995 and 1994, approximately 50% of the Company's receivables were concentrated in California. Concentration of the remaining receivables is considered to be limited due to their geographical dispersion. Bad debt expense totaled $20,219, $25,713 and $29,469 for 1994, 1993 and 1992. NOTE 6: PROPERTY, BUILDINGS AND EQUIPMENT Property, buildings and equipment consist of the following (at cost): January 31, 1995 1994 ------------------------------------------------------------------------ Land and land improvements $ 42,355 $ 41,810 Buildings 423,342 404,910 Leasehold improvements 520,729 471,293 Store fixtures and equipment 595,288 510,789 ---------- ---------- 1,581,714 1,428,802 Less accumulated depreciation and amortization (746,712) (654,026) ---------- ---------- 835,002 774,776 Construction in progress 149,193 70,820 ---------- ---------- Property, buildings and equipment, net $ 984,195 $ 845,596 ========== ========== At January 31, 1995 the Company had contractual commitments of approximately $125,366 for construction of new stores. NORDSTROM, INC. AND SUBSIDIARIES 16 NOTE 7: NOTES PAYABLE A summary of notes payable is as follows: Year ended January 31, 1995 1994 1993 ------------------------------------------------------------------------ Average daily short-term borrowings $106,092 $ 76,779 $141,979 Maximum amount outstanding 209,605 117,023 186,038 Weighted average interest rate: During the year 4.9% 3.1% 3.7% At year-end 6.0% 3.1% 3.1% The carrying amount of notes payable approximates fair value because of the short maturity of these instruments. At January 31, 1995, Nordstrom Credit, Inc. had unsecured lines of credit with commercial banks totaling $225,000 which are available as liquidity support for short-term debt, and expire in June 1995 and January 1998. Nordstrom Credit, Inc. pays commitment fees for the lines in lieu of compensating balance requirements. NOTE 8: LONG-TERM DEBT A summary of long-term debt is as follows: January 31, 1995 1994 ------------------------------------------------------------------------ Senior notes, 8.875%-9%, due 1995-1998 $100,000 $150,000 Medium-term notes, Nordstrom Credit, Inc., 7.83%-9.6%, due 1995-2001 209,000 210,000 Sinking fund debentures, Nordstrom Credit, Inc., 9.375%, due 2016, payable in annual installments of $3,750 beginning in 1997 43,100 55,600 Other 21,810 22,974 -------- -------- Total long-term debt 373,910 438,574 Less current portion (75,967) (102,164) -------- -------- Total due beyond one year $297,943 $336,410 ======== ======== 17 NORDSTROM, INC. AND SUBSIDIARIES The senior note agreements contain restrictive covenants which, among other things, restrict dividends to shareholders to a formula amount. At January 31, 1995, approximately $664,290 of retained earnings was not restricted. Aggregate principal payments on long-term debt are as follows: 1995-$75,967; 1996-$74,210; 1997-$55,053; 1998-$105,183 and 1999-$5,076. The fair value of long-term debt, estimated using quoted market prices of the same or similar issues with the same remaining maturity, was approximately $381,000 and $478,000 at January 31, 1995 and 1994. NOTE 9: LEASES The Company leases land, buildings and equipment under non-cancelable lease agreements with expiration dates ranging from 1995 to 2080. Certain of the leases include renewal provisions at the Company's option. Most of the leases provide for additional rentals based upon specific percentages of sales and require the Company to pay for certain other costs. Future minimum lease payments as of January 31, 1995 are as follows: 1995- $27,972; 1996-$27,116; 1997-$26,358; 1998-$25,298; 1999-$24,324; and thereafter -$201,418. The following is a schedule of rent expense: Year ended January 31, 1995 1994 1993 ------------------------------------------------------------------------ Minimum rent: Store locations $16,467 $14,899 $14,719 Offices, warehouses and equipment 18,336 19,390 17,660 Contingent rent: Store location percentage rent 14,078 13,964 13,398 Common area costs, taxes and other 8,860 8,692 8,105 ------- ------- ------- Total rent expense $57,741 $56,945 $53,882 ======= ======= ======= NOTE 10: STOCK OPTION PLAN The Company provides a stock option plan for certain key employees. Options are issued at market value on the date of grant and become exercisable over a five-year period. The number of shares reserved for future stock option grants is 869,334. NORDSTROM, INC. AND SUBSIDIARIES 18 A summary of stock option activity follows: Range of prices Shares per share ------------------------------------------------------------------------ Outstanding, February 1, 1994 1,732,464 $ 7.44-$43.25 Granted 345,770 43.88- 48.25 Exercised (182,662) 7.44- 43.25 Cancelled (17,322) 22.00- 43.88 --------- ------------- Outstanding, January 31, 1995 1,878,250 $12.88-$48.25 ========= ============= Exercisable, January 31, 1995 964,023 $12.88-$43.25 ========= ============= NOTE 11: SUPPLEMENTARY CASH FLOW INFORMATION Supplementary cash flow information includes the following: Year ended January 31, 1995 1994 1993 ------------------------------------------------------------------------ Cash paid during the year for: Interest (net of capitalized interest) $ 34,520 $41,122 $47,994 Income taxes 146,590 86,485 79,740 NOTE 12: CREDIT CARD AND FINANCING SUBSIDIARIES Nordstrom National Credit Bank (the Bank), a wholly owned subsidiary, issues a credit card for use in Company stores, and in 1994 introduced a VISA card. Nordstrom Credit, Inc., a wholly owned subsidiary, finances all receivables generated through the use of these credit cards. Servicing of the receivables is performed by the Bank. At January 31, 1995, net VISA receivables totaled $85,211. 19 NORDSTROM, INC. AND SUBSIDIARIES Condensed combined financial information of the subsidiaries is as follows: Year ended January 31, 1995 1994 1993 ------------------------------------------------------------------------ Service charge income $ 92,591 $91,026 $92,553 Other income 12,525 5,086 4,121 -------- ------- ------- Total revenue $105,116 $96,112 $96,674 ======== ======= ======= Net earnings $ 23,019 $22,209 $19,699 ======== ======= ======= January 31, 1995 1994 ------------------------------------------------------------------------ Assets: Cash and cash equivalents $ 24,286 $ 21,972 Accounts receivable, net 655,427 564,605 Other assets 7,650 8,527 -------- -------- Total assets $687,363 $595,104 ======== ======== Liabilities and investment of Nordstrom, Inc.: Notes Payable: Nordstrom, Inc. $148,000 $112,500 Other 87,388 40,337 Accounts payable and accrued liabilities 21,091 20,902 Long-term debt 252,100 265,600 Investment of Nordstrom, Inc. 178,784 155,765 -------- -------- Total liabilities and investment of Nordstrom, Inc. $687,363 $595,104 ======== ======== 20 NORDSTROM, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements NOTE 13: SELECTED QUARTERLY DATA (UNAUDITED) Year ended January 31, 1995 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter Total -------------------------------------------------------------------------------------------------------- Net sales $762,062 $1,079,501 $861,968 $1,190,947 $3,894,478 Gross profit 251,927 355,841 292,656 394,501 1,294,925 Earnings before income taxes 52,773 104,223 63,079 115,483 335,558 Net earnings 31,973 63,023 38,079 69,883 202,958 Earnings per share .39 .77 .46 .85 2.47 Dividends per share .085 .10 .10 .10 .385 Year ended January 31, 1994 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter Total -------------------------------------------------------------------------------------------------------- Net sales $695,559 $1,017,582 $769,373 $1,107,424 $3,589,938 Gross profit 212,971 306,565 245,057 356,041 1,120,634 Earnings before income taxes 18,395 70,151 42,056 100,316 230,918 Net earnings 11,295 42,651 25,456 61,016 140,418 Earnings per share .14 .52 .31 .74 1.71 Dividends per share .085 .085 .085 .085 .34 21 NORDSTROM, INC. AND SUBSIDIARIES Management and Independent Auditors' Reports REPORT OF MANAGEMENT The accompanying consolidated financial statements, including the notes thereto, and the other financial information presented in this Annual Report have been prepared by management. The financial statements have been prepared in accordance with generally accepted accounting principles and include amounts that are based upon our best estimates and judgments. Management is responsible for the consolidated financial statements, as well as the other financial information in this Annual Report. The Company maintains an effective system of internal accounting control. We believe that this system provides reasonable assurance that transactions are executed in accordance with management authorization, and that they are appropriately recorded, in order to permit preparation of financial statements in conformity with generally accepted accounting principles and to adequately safeguard, verify and maintain accountability of assets. The concept of reasonable assurance is based on the recognition that the cost of a system of internal control should not exceed the benefits derived. The consolidated financial statements and related notes have been audited by Deloitte & Touche LLP, independent certified public accountants. The accompanying auditors' report expresses an independent professional opinion on the fairness of presentation of management's financial statements. The Audit Committee of the Board of Directors is composed of the outside directors, and is responsible for recommending the independent certified public accounting firm to be retained for the coming year, subject to shareholder approval. The Audit Committee meets periodically with the independent auditors, as well as with management and internal auditors, to review accounting, auditing, internal accounting controls and financial reporting matters. The independent auditors and the internal auditors also meet privately with the Audit Committee. John A. Goesling Executive Vice President and Chief Financial Officer NORDSTROM, INC. AND SUBSIDIARIES 22 INDEPENDENT AUDITORS' REPORT We have audited the accompanying consolidated balance sheets of Nordstrom, Inc. and subsidiaries as of January 31, 1995 and 1994, and the related consolidated statements of earnings, shareholders' equity and cash flows for each of the three years in the period ended January 31, 1995. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Nordstrom, Inc. and subsidiaries as of January 31, 1995 and 1994, and the results of their operations and their cash flows for each of the three years in the period ended January 31, 1995, in conformity with generally accepted accounting principles. Deloitte & Touche LLP Seattle, Washington; March 10, 1995 23 NORDSTROM, INC. AND SUBSIDIARIES Ten-Year Statistical Summary Dollars in thousands except square footage and per share amounts Year ended January 31, 1995 1994 1993 1992 1991 ------------------------------------------------------------------------------------------------------------ Financial Position Customer accounts receivable, net $ 655,715 $ 565,151 $ 584,379 $ 585,490 $558,573 Merchandise inventories 627,930 585,602 536,739 506,632 448,344 Current assets 1,397,713 1,314,914 1,219,844 1,177,638 1,090,379 Current liabilities 690,454 627,485 511,196 553,903 551,835 Working capital 707,259 687,429 708,648 623,735 538,544 Working capital ratio 2.02 2.10 2.39 2.13 1.98 Property, buildings and equipment, net 984,195 845,596 824,142 856,404 806,191 Long-term debt 373,910 438,574 481,945 511,000 489,172 Debt/capital ratio 25.56 29.11 33.09 40.74 43.59 Shareholders' equity 1,343,800 1,166,504 1,052,031 939,231 826,410 Shares outstanding 82,244,098 82,059,128 81,974,797 81,844,227 81,737,910 Book value per share 16.34 14.22 12.83 11.48 10.11 Total assets 2,396,783 2,177,481 2,053,170 2,041,875 1,902,589 Operations Net sales 3,894,478 3,589,938 3,421,979 3,179,820 2,893,904 Costs and expenses: Cost of sales and related buying and occupancy 2,599,553 2,469,304 2,339,107 2,169,437 2,000,250 Selling, general and administrative 1,023,347 940,579 902,083 831,505 747,770 Interest, net 30,664 37,646 44,810 49,106 52,228 Service charge income and other, net (94,644) (88,509) (86,140) (87,443) (84,660) Total costs and expenses 3,558,920 3,359,020 3,199,860 2,962,605 2,715,588 Earnings before income taxes 335,558 230,918 222,119 217,215 178,316 Income taxes 132,600 90,500 85,500 81,400 62,500 Net earnings 202,958 140,418 136,619 135,815 115,816 Earnings per share 2.47 1.71 1.67 1.66 1.42 Dividends per share .385 .34 .32 .31 .30 Net earnings as a percent of net sales 5.21% 3.91% 3.99% 4.27% 4.00% Return on average shareholders' equity 16.17% 12.66% 13.72% 15.38% 14.85% Sales per square foot for Company- operated stores 395 383 381 388 391 Stores and Facilities Company-operated stores 76 74 72 68 63 Total square footage 9,998,000 9,282,000 9,224,000 8,590,000 7,655,000 24 NORDSTROM INC. AND SUBSIDIARIES Ten-Year Statistical Summary (continued) Dollars in thousands except square footage and per share amounts ----------------------------------------------------------------------------------------------------------- Year ended January 31, 1990 1989 1988 1987 1986 ----------------------------------------------------------------------------------------------------------- Financial Position Customer accounts receivable, net $ 519,656 $ 465,929 $ 391,387 $ 344,045 $ 296,030 Merchandise inventories 419,976 403,795 312,696 257,334 226,017 Current assets 1,011,148 913,986 730,182 645,326 546,756 Current liabilities 489,888 448,165 394,699 324,697 339,503 Working capital 521,260 465,821 335,483 320,629 207,253 Working capital ratio 2.06 2.04 1.85 1.99 1.61 Property, buildings and equipment, net 691,937 594,038 502,661 424,228 397,380 Long-term debt 468,412 389,216 260,343 271,054 276,419 Debt/capital ratio 43.78 43.12 39.57 41.57 56.41 Shareholders' equity 733,250 639,941 533,209 451,196 314,119 Shares outstanding 81,584,710 81,465,027 81,371,106 80,981,722 74,504,392 Book value per share 8.99 7.86 6.55 5.57 4.22 Total assets 1,707,420 1,511,703 1,234,267 1,071,124 945,880 Operations Net sales 2,671,114 2,327,946 1,920,231 1,629,918 1,301,857 Costs and expenses: Cost of sales and related buying and occupancy 1,829,383 1,563,832 1,300,720 1,095,584 893,874 Selling, general and administrative 669,159 582,973 477,488 408,664 326,758 Interest, net 49,121 39,977 32,952 34,910 30,482 Service charge income and other, net (55,958) (57,268) (53,662) (49,479) (36,636) Total costs and expenses 2,491,705 2,129,514 1,757,498 1,489,679 1,214,478 Earnings before income taxes 179,409 198,432 162,733 140,239 87,379 Income taxes 64,500 75,100 70,000 67,300 37,300 Net earnings 114,909 123,332 92,733 72,939 50,079 Earnings per share 1.41 1.51 1.13 .91 .65 Dividends per share .28 .22 .18 .13 .11 Net earnings as a percent of net sales 4.30% 5.30% 4.83% 4.48% 3.85% Return on average shareholders' equity 16.74% 21.03% 18.84% 19.06% 17.10% Sales per square foot for Company- operated stores 398 380 349 322 293 Stores and Facilities Company-operated stores 59 58 56 53 52 Total square footage 6,898,000 6,374,000 5,527,000 5,098,000 4,727,000 25 NORDSTROM INC. AND SUBSIDIARIES Officers, Directors and Committees Officers Jammie Baugh 41 Executive Vice President Southern California General Manager Gail A. Cottle 43 Executive Vice President Product Development Dale C. Crichton 46 Vice President Cosmetics and Gift Gallery Merchandise Manager Joseph V. Demarte 43 Vice President Personnel Annette S. Dresser 34 Vice President Individualist and Petite Focus Merchandise Manager Charles L. Dudley 44 Vice President Human Resources John A. Goesling 49 Executive Vice President Finance and Treasurer Tamela J. Hickel 34 Vice President Oregon General Manager Darrel J. Hume 47 Vice President Men's Sportswear Merchandise Manager Jack F. Irving 50 Executive Vice President Men's Wear Merchandise Manager Raymond A. Johnson 53 Co-President Cody K. Kondo 39 Vice President Northeast General Manager David P. Lindsey 45 Vice President Store Planning David L. Mackie 46 Vice President Real Estate Robert J. Middlemas 38 Vice President Midwest General Manager Blake W. Nordstrom 34 Vice President Washington and Alaska General Manager James A. Nordstrom 33 Vice President Northern California General Manager NORDSTROM, INC. AND SUBSIDIARIES 26 Robert T. Nunn 55 Executive Vice President Shoe Merchandise Manager Cynthia C. Paur 44 Executive Vice President Better Apparel Merchandise Manger Karen E. Purpur 51 Secretary John J. Whitacre 42 Co-President Martha S. Wikstrom 38 Vice President Capital General Manager 27 NORDSTROM, INC. AND SUBSIDIARIES Directors Philip M. Condit 53 Director President, The Boeing Company, Seattle, WA D. Wayne Gittinger 62 Director Partner, Lane Powell Spears Lubersky, Seattle, WA John F. Harrigan 69 Director Retired Chairman, Union Bank, Los Angeles, CA Charles A. Lynch 67 Director Chairman, Market Value Partners Company, Menlo Park, CA Ann D. McLaughlin 53 Director President, Federal City Council, Washington, D.C. and Vice Chairman, The Aspen Institute, Aspen, CO John A. McMillan 63 Co-Chairman of the Board of Directors Bruce A. Nordstrom 61 Co-Chairman of the Board of Directors James F. Nordstrom 55 Co-Chairman of the Board of Directors John N. Nordstrom 57 Co-Chairman of the Board of Directors Alfred E. Osborne, Jr. 50 Director Director, Entrepreneurial Studies Center and Associate Professor of Business Economics, The John E. Anderson Graduate School of Management, University of California, Los Angeles, CA William D. Ruckelshaus 62 Director Chairman of the Board and Chief Executive Officer, Browning-Ferris Industries, Inc., Houston, TX Malcolm T. Stamper 69 Director Publisher, Chairman and Chief Executive Officer, Storytellers, Ink., Seattle, WA Elizabeth Crownhart Vaughan 66 Director President, Salar Enterprises, Portland, OR NORDSTROM, INC. AND SUBSIDIARIES 28 Committees EXECUTIVE John A. McMillan Bruce A. Nordstrom, Co-Chair James F. Nordstrom John N. Nordstrom, Co-Chair AUDIT Philip M. Condit John F. Harrigan Charles A. Lynch Ann D. McLaughlin Alfred E. Osborne, Jr. William D. Ruckelshaus, Chair Elizabeth Crownhart Vaughan COMPENSATION AND STOCK OPTION D. Wayne Gittinger John F. Harrigan Ann D. McLaughlin Alfred E. Osborne, Jr. William D. Ruckelshaus Elizabeth Crownhart Vaughan, Chair CONTRIBUTIONS Anne E. Gittinger, Secretary-ex officio Bruce A. Nordstrom James F. Nordstrom, Chair John N. Nordstrom William D. Ruckelshaus Malcolm T. Stamper FINANCE Philip M. Condit John A. Goesling-ex officio John F. Harrigan, Chair Charles A. Lynch Alfred E. Osborne, Jr. Malcolm T. Stamper ORGANIZATION AND NOMINATING D. Wayne Gittinger Charles A. Lynch Malcolm T. Stamper, Chair Elizabeth Crownhart Vaughan PROFIT SHARING AND BENEFITS Joseph V. Demarte-ex officio D. Wayne Gittinger Raymond A. Johnson-ex officio Bruce A. Nordstrom, Chair John N. Nordstrom NORDSTROM, INC. AND SUBSIDIARIES 29 Retail Store Facilities The following table sets forth certain information with respect to each of the stores operated by the Company. The Company also operates leased shoe departments in 12 department stores in Hawaii and Guam. In addition, the Company operates seven distribution centers and leases other space for administrative functions. Present Year Present Year opened total store opened or total store Location or acquired area/sq. ft. Location acquired area/sq. ft. ------------------------------------------------ ------------------------------------------------- WASHINGTON GROUP NORTHERN CALIFORNIA GROUP Downtown Seattle(1) 1963 245,000 Hillsdale Shopping Center 1982 149,000 Northgate Mall 1965 122,000 Broadway Plaza 1984 193,000 Tacoma Mall 1966 134,000 Stanford Shopping Center 1984 187,000 Bellevue Square 1967 285,000 The Village at Corte Madera 1985 116,000 Southcenter Mall 1968 170,000 Oakridge Mall 1985 150,000 Yakima 1972 44,000 Valley Fair 1987 165,000 Spokane 1974 121,000 280 Metro Center Rack 1987 31,000 Alderwood Mall 1979 127,000 Stonestown Galleria 1988 174,000 Pavilion Rack 1985 39,000 Downtown San Francisco 1988 350,000 Alderwood Rack 1985 25,000 Arden Fair 1989 190,000 Downtown Seattle Rack 1987 42,000 Stoneridge Mall 1990 173,000 Bellis Fair Rack 1990 20,000 Marina Square Rack 1990 44,000 OREGON GROUP UTAH GROUP Lloyd Center 1963 150,000 Crossroads Plaza 1980 140,000 Downtown Portland 1966 174,000 Fashion Place Mall 1981 110,000 Washington Square 1974 189,000 Ogden City Mall 1982 76,000 Vancouver Mall 1977 71,000 Sugarhouse Center Rack 1991 31,000 Salem Centre 1980 71,000 Clackamas Town Center 1981 121,000 CAPITAL GROUP Clackamas Rack 1983 28,000 Tysons Corner Center 1988 239,000 Downtown Portland Rack 1986 19,000 The Fashion Centre at Pentagon City 1989 241,000 31 NORDSTROM, INC. AND SUBSIDIARIES SOUTHERN CALIFORNIA GROUP Potomac Mills Rack 1990 46,000 South Coast Plaza 1978 235,000 Montgomery Mall 1991 225,000 Brea Mall 1979 195,000 City Place Rack 1992 37,000 Los Cerritos Center 1981 122,000 Towson Town Center 1992 205,000 Fashion Valley Mall 1981 156,000 Towson Rack 1992 31,000 Glendale Galleria 1983 147,000 Franklin Mills Rack 1993 43,000 Santa Ana Rack 1983 22,000 Annapolis Mall 1994 162,000 Topanga Plaza 1984 154,000 University Towne Centre 1984 130,000 NORTHEAST GROUP Woodland Hills Rack 1984 48,000 Garden State Plaza 1990 272,000 The Galleria at South Bay 1985 161,000 Menlo Park Mall 1991 266,000 Westside Pavilion 1985 150,000 Freehold Raceway Mall 1992 174,000 Horton Plaza 1985 151,000 Faconnable 1993 10,000 Mission Valley Rack 1985 27,000 Montclair Plaza 1986 133,000 MIDWEST GROUP North County Fair 1986 156,000 Oakbrook Center 1991 249,000 MainPlace Mall 1987 169,000 Mall of America 1992 240,000 Chino Town Square Rack 1987 30,000 Old Orchard 1994 209,000 Paseo Nuevo 1990 186,000 Woodfield Rack 1994 45,000 The Galleria at Tyler 1991 164,000 Santa Anita 1994 151,000 PLACE TWO AND CLEARANCE STORES ALASKA GROUP Washington and Arizona(2) 44,000 Anchorage 1975 97,000 <FN> (1) Excludes approximately 23,000 square feet of corporate and administrative offices. (2) Includes one Place Two store and one clearance store. Shareholder Information Independent Auditors Deloitte & Touche LLP Counsel Lane Powell Spears Lubersky Transfer Agent and Registrar First Interstate Bank of California Telephone (800) 522-6645 General Offices 1501 Fifth Avenue, Seattle, WA 98101-1603 Telephone (206) 628-2111 Annual Meeting May 16, 1995 at 11:00 a.m. Pacific Time Sheraton Seattle Hotel and Towers Seattle, Washington Form 10-K The Company's Annual Report to the Securities and Exchange Commission on Form 10-K for the year ended January 31, 1995 will be provided to shareholders upon written request to: Investors Relations, Nordstrom, Inc., P.O. Box 2737, Seattle, WA 98111 or by calling (206) 233-6301. Shareholder Information Line In order to provide our shareholders with information about the Company in a more timely manner, as well as to reduce paper use, we will be establishing a shareholder information line. We will no longer be mailing quarterly shareholder reports. Effective April 14, 1995, shareholders will be able to obtain the latest financial releases and updates as soon as they are available, by dialing 1-800-667-3920. NORDSTROM, INC. AND SUBSIDIARIES Appendix Graph Page ------------------------------------------------ ---- Net Sales 2 Net Earnings 2 Percentage of 1994 Sales by Merchandise Category 4 Investing and Operating Cash Flows 7 Square Footage by Market Area at end of 1994 7