EXHIBIT 13.1 PORTIONS OF THE 1995 ANNUAL REPORT TO SHAREHOLDERS FINANCIAL HIGHLIGHTS Dollars in thousands except per share amounts Fiscal Year 1995 Fiscal Year 1994 % Change -------------------------------------------------- Net sales $4,113,517 $3,894,478 +5.6 Earnings before income taxes 272,312 335,558 -18.8 Net earnings 165,112 202,958 -18.6 Net earnings per share 2.02 2.47 -18.2 Cash dividends paid per share .500 .385 +29.9 STOCK TRADING Fiscal Year 1995 Fiscal Year 1994 ----------------------------------------------- High Low High Low First Quarter 45 1/4 36 1/4 44 1/2 34 Second Quarter 44 3/4 35 45 3/4 38 3/4 Third Quarter 43 36 5/8 49 3/4 37 Fourth Quarter 43 3/8 37 49 1/2 39 1/2 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: 1995-$4,114; 1994-$3,894; 1993-$3,590; 1992-$3,422; 1991-$3,180; 1990-$2,894; 1989-$2,671; 1988-$2,328; 1987-$1,920; and 1986- $1,630. 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: 1995-$165.1; 1994-$203.0; 1993-$140.4; 1992-$136.6 1991-$135.8; 1990-$115.8; 1989-$114.9; 1988-$123.3; 1987-$92.7; and 1986- $72.9. Nordstrom, Inc. and Subsidiaries Page 3 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. The percentage change by year is as follows: Fiscal Year 1995 1994 1993 - ------------------------------------------------------------------------------- Sales in comparable stores (open at least fourteen months) (0.7%) 4.4% 2.7% Sales in new stores 6.3% 4.1% 2.2% ----- ---- ---- Total percentage increase 5.6% 8.5% 4.9% ===== ==== ==== After steadily increasing rates of sales gains in comparable stores in 1994 and 1993, sales in comparable stores declined in 1995. This was due to slowing consumer demand for apparel and sales decreases at several stores in the Company's Chicago and New Jersey markets resulting from new store openings in those markets. Sales in new stores includes sales from the Company's own direct mail catalogs as well as sales from stores open less than fifteen months. The direct mail catalog division, which started in 1994, contributed a .8% increase in sales for that year and a 1.8% increase for 1995. The Company has also continued to expand its store base over the past several years with new store openings. These new stores are generally not as productive as the Company's average store because customer base and traffic patterns are developed over time. As a result, sales growth from these new stores does not match the increase in average square footage over the past several years. There has been little, if any, inflation in overall merchandise prices during the past several years. 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 1993, -1% for 1994, and 1% for 1995. Management believes that these statistics are the best available measure of the effect of inflation on the Company's selling prices. Graph - Percentage of 1995 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 - 17%; Children's Apparel and Accessories - 4%; Other - 2%; Women's Apparel - 37%; 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." Page 12 Nordstrom, Inc. and Subsidiaries MANAGEMENT AND 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 93.6% in 1993, 91.4% in 1994, and 93.4% in 1995. Unless otherwise indicated, the changes discussed below are stated as a percentage of sales as shown on page 16. 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 softness in demand for women's apparel. During 1994, the merchandise margin improved dramatically because of higher than anticipated sales increases and implementation of part of the Company's 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. In 1995, the merchandise gross margin decreased because of excess inventory levels as sales did not meet expectations. Buying costs increased each year as the Company spent more to develop its own merchandise brands and to develop and implement a new inventory management system. Occupancy costs increased in 1995 as a result of new store openings and remodeling of older stores. Selling, general and administrative expenses decreased 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 costs incurred in the startup of the Company's direct mail catalog division and a higher contribution to the Company's profit sharing plan. In 1995, selling, general and administrative expenses increased for several reasons. Expenses in comparable stores continued to increase while sales declined. In addition, bad debts increased primarily as a result of the growth of the Company's Visa credit card program, and the direct mail catalog division continued to incur high operating costs. In 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. Interest expense increased in 1995 because of higher borrowings to finance the Company's customer accounts receivable balances. Other income in 1993 was impacted by two separate events. The Company paid substantially all the claims in settlement of a class-action lawsuit by the end of 1993, and the resulting adjustment of a previously established 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 in California because of its high cost. In 1995, other income increased primarily due to an increase in service charge income because of higher levels of customer accounts receivable outstanding during the year. Nordstrom, Inc. and Subsidiaries Page 13 MANAGEMENT DISCUSSION AND ANALYSIS Liquidity and Capital Resources During 1993, cash provided by operating activities exceeded cash used in investing activities as shown on page 19. The Company used this excess cash flow to reduce total debt outstanding. The Company incurred additional indebtedness in both 1994 and 1995 as the Company increased its spending on new store construction and its investment in customer accounts receivable. The Company believes that operating working capital (net working capital less short-term investments plus notes payable and the current portion of long-term debt) 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. The Company's operating working capital has fluctuated as shown below: Fiscal Year 1995 1994 1993 - --------------------------------------------------------------------------------- Operating working capital (in thousands) $1,068,923 $843,924 $745,040 Percentage change from prior year 26.7% 13.3% (2.7%) Net sales/average operating working capital 3.9 4.6 4.8 In 1993, operating working capital decreased 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. In 1995, the Company increased its investment in customer accounts receivable through continued promotion of its Visa card program and reducing the minimum payment on its proprietary credit card. This also caused operating working capital to increase. The Company does not expect customer accounts receivable to continue growing at the same rate in 1996; however, with the growth in the Company's Visa credit card program, the Company expects future operating working capital requirements to increase over historical levels. 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. Cash used Cash provided in investing by operating Year activities activities - ---- ------------ ------------- 1995 $254.0 $121.9 1994 $246.9 $231.8 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 Page 14 Nordstrom, Inc. and Subsidiaries MANAGEMENT DISCUSSION AND ANALYSIS Liquidity and Capital Resources (continued) The Company has spent $642 million during the last three years to add new stores and facilities and to improve existing stores and facilities. Over 1.5 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 1996 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. Management 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. With the decrease in the Company's debt to capital ratio that occurred over the previous five years, the Board of Directors approved a $100 million common stock repurchase program in May of 1995. Through the end of 1995, the Company spent $50 million to repurchase outstanding shares of its common stock. Depending upon the price of the Company's shares and operating results, management expects to complete this program in 1996. 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. Management believes that the expansion of the Company's operations over the next several years will not significantly increase its debt to capital percentage. Graph - Square Footage by Market Area at end of 1995 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: Washington, 12.9%, 1,383,000; Other, 1.3%, 145,000; Midwest, 11.0%, 1,174,000; Oregon, 7.7%, 823,000; Utah, 3.3%, 357,000; Southern California, 25.1%, 2,687,000; Northern California, 16.6%, 1,772,000; Capital, 11.6%, 1,243,000; and Northeast, 10.5%, 1,129,000. Nordstrom, Inc. and Subsidiaries Page 15 CONSOLIDATED STATEMENTS OF EARNINGS Dollars in thousands except per share amounts % of % of % of Year ended January 31, 1996 sales 1995 sales 1994 sales - ----------------------------------------------------------------------------------------- Net Sales $4,113,517 100.0 $3,894,478 100.0 $3,589,938 100.0 ---------------------------------------------------------- Costs and Expenses: Cost of sales and related buying and occupancy 2,806,250 68.2 2,599,553 66.7 2,469,304 68.8 Selling, general and administrative 1,120,790 27.2 1,023,347 26.3 940,579 26.2 Interest, net 39,295 1.0 30,664 .8 37,646 1.1 Service charge income and other, net (125,130) (3.0) (94,644) (2.4) (88,509) (2.5) ---------------------------------------------------------- Total Costs and Expenses 3,841,205 93.4 3,558,920 91.4 3,359,020 93.6 ---------------------------------------------------------- Earnings before income taxes 272,312 6.6 335,558 8.6 230,918 6.4 Income taxes 107,200 2.6 132,600 3.4 90,500 2.5 ---------------------------------------------------------- Net Earnings $ 165,112 4.0 $ 202,958 5.2 $ 140,418 3.9 ========================================================== Net Earnings per share $2.02 $2.47 $1.71 ========================================================== Cash dividends paid per share $.50 $.385 $.34 ========================================================== <FN> The accompanying Notes to Consolidated Financial Statements are an integral part of these statements. Page 16 Nordstrom, Inc. and Subsidiaries CONSOLIDATED BALANCE SHEETS Dollars in thousands January 31, 1996 1995 - -------------------------------------------------------------------------------- Assets Current Assets: Cash and cash equivalents $ 24,517 $ 32,497 Accounts receivable, net 893,927 675,891 Merchandise inventories 626,303 627,930 Prepaid income taxes and other 68,029 61,395 ----------------------------------- Total Current Assets 1,612,776 1,397,713 Property, buildings and equipment, net 1,103,298 984,195 Other assets 16,545 14,875 ----------------------------------- Total Assets $2,732,619 $2,396,783 =================================== Liabilities and Shareholders' Equity Current Liabilities: Notes payable $ 232,501 $ 87,388 Accounts payable 277,584 273,084 Accrued salaries, wages, and taxes 185,540 190,501 Accrued expenses 47,834 40,990 Accrued income taxes 14,644 22,524 Current portion of long-term debt 74,210 75,967 ----------------------------------- Total Current Liabilities 832,313 690,454 Long-term debt 365,733 297,943 Deferred lease credits and other deferred items 111,601 64,586 Shareholders' Equity 1,422,972 1,343,800 ----------------------------------- Total Liabilities and Shareholders' Equity $2,732,619 $2,396,783 =================================== <FN> The accompanying Notes to Consolidated Financial Statements are an integral part of these statements. Nordstrom, Inc. and Subsidiaries Page 17 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY Dollars in thousands except per share amounts Year ended January 31, 1996 1995 1994 - ---------------------------------------------------------------------------------- Common Stock Authorized 250,000,000 shares; issued and outstanding 81,113,144, 82,244,098 and 82,059,128 shares Balance at beginning of year $ 163,334 $ 157,374 $ 155,439 Issuance of common stock 5,106 5,960 1,935 -------------------------------------- Balance at end of year 168,440 163,334 157,374 -------------------------------------- Retained Earnings Balance at beginning of year 1,180,466 1,009,130 896,592 Net earnings 165,112 202,958 140,418 Cash dividends paid ($.50, $.385, and $.34 per share) (41,001) (31,622) (27,880) Purchase and retirement of common stock (50,045) - - --------------------------------------- Balance at end of year 1,254,532 1,180,466 1,009,130 --------------------------------------- Total Shareholders' Equity $1,422,972 $1,343,800 $1,166,504 ====================================== <FN> The accompany Notes to Consolidated Financial Statements are an integral part of these statements. Page 18 Nordstrom, Inc. and Subsidiaries CONSOLIDATED STATEMENTS OF CASH FLOWS Dollars in thousands Year ended January 31, 1996 1995 1994 - ----------------------------------------------------------------------------------------- Operating Activities Net earnings $165,112 $202,958 $140,418 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 134,347 110,789 103,466 Change in: Accounts receivable, net (218,036) (89,450) 16,757 Merchandise inventories 1,627 (42,328) (48,863) Prepaid income taxes and other (6,634) (9,746) (878) Accounts payable 4,500 9,029 43,879 Accrued salaries, wages, and taxes (4,961) 33,554 (1,081) Accrued expenses 6,844 4,996 4,853 Income tax liabilities (12,621) (4,518) 3,540 Deferred lease credits 51,756 16,558 2 ---------------------------------------- Net cash provided by operating activities 121,934 231,842 262,093 ---------------------------------------- Investing Activities Additions to property, buildings and equipment, net (252,876) (248,608) (124,403) Other, net (1,103) 1,660 (8,306) ---------------------------------------- Net cash used in investing activities (253,979) (246,948) (132,709) ---------------------------------------- Financing Activities Increase in notes payable 145,113 47,051 2,018 Proceeds from issuance of long-term debt, net 140,859 49,656 - Principal payments on long-term debt (75,967) (114,664) (43,371) Proceeds from issuance of common stock 5,106 5,960 1,935 Cash dividends paid (41,001) (31,622) (27,880) Purchase and retirement of common stock (50,045) - - ---------------------------------------- Net cash provided by (used in) financing activities 124,065 (43,619) (67,298) ---------------------------------------- Net (decrease) increase in cash and cash equivalents (7,980) (58,725) 62,086 Cash and cash equivalents at beginning of year 32,497 91,222 29,136 ---------------------------------------- Cash and cash equivalents at end of year $ 24,517 $ 32,497 $ 91,222 ======================================== <FN> The accompanying Notes to Consolidated Financial Statements are an integral part of these statements. Nordstrom, Inc. and Subsidiaries Page 19 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Dollars in thousands except per share amounts NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Company: Nordstrom, Inc. is a fashion specialty retailer offering a wide selection of high quality apparel, shoes and accessories for women, men and children, principally through 58 large specialty stores and 19 clearance stores. All of the Company's stores are located in the United States, with approximately 40% of its retail square footage located in the state of California. The Company purchases a significant percentage of its merchandise from foreign countries, principally from the Far East. Any event causing a disruption in imports from the Far East could have a material adverse impact on the Company's operations. In connection with the purchase of foreign merchandise, the Company has outstanding letters of credit totaling $61,822 at January 31, 1996. Basis of Presentation: The Consolidated Financial Statements include the accounts of Nordstrom, Inc. and its subsidiaries. All significant intercompany transactions and accounts are eliminated in consolidation. The presentation of financial statements in conformity with Generally Accepted Accounting Principles requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses in the accompanying financial statements. Actual results could differ from those estimates. 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 40 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 81,919,625, 82,144,079, and 82,003,407 in 1995, 1994 and 1993. 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, 1996 and 1995 include $16,760 and $29,223 of checks drawn in excess of cash balances not yet presented for payment. Deferred Lease Credits: Deferred lease credits are amortized on a straight-line basis over the life of the applicable lease. 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, 1996 and 1995 is not material. Reclassifications: Certain reclassifications of prior year balances have been made for consistent presentation. 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 $40,000, $44,000 and $35,500 in 1995, 1994, and 1993. Page 20 Nordstrom, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 3: INTEREST EXPENSE The components of interest expense are as follows: Year ended January 31, 1996 1995 1994 - ---------------------------------------------------------------------------- Nordstrom, Inc. Short-term debt $ 69 $ 69 $ 46 Long-term debt 8,635 10,780 12,830 Nordstrom Credit, Inc. Short-term debt 10,184 5,085 2,361 Long -term debt 27,788 23,161 25,543 ----------------------------------- Total interest incurred 46,676 39,095 40,780 Less: Interest income (2,204) (2,416) (1,624) Capitalized interest (5,177) (6,015) (1,510) ----------------------------------- Interest, net $39,295 $30,664 $37,646 =================================== NOTE 4: INCOME TAXES Income taxes consist of the following: Year ended January 31, 1996 1995 1994 - ---------------------------------------------------------------------------- Current income taxes: Federal $ 94,855 $118,558 $77,231 State and local 19,649 23,986 16,149 ------------------------------------ Total current income taxes 114,504 142,544 93,380 ------------------------------------ Deferred income taxes: Current (3,339) (10,113) (648) Non-current (3,965) 169 (2,232) ------------------------------------ Total deferred income taxes (7,304) (9,944) (2,880) ------------------------------------ Total income taxes $107,200 $132,600 $90,500 ==================================== A reconciliation of the statutory Federal income tax rate with the effective tax rate is as follows: Year ended January 31, 1996 1995 1994 - ---------------------------------------------------------------------------- Statutory rate 35.00% 35.00% 35.00% State and local income taxes, net of Federal income taxes 4.39 4.39 4.41 Other, net (0.03) 0.11 (0.21) --------------------------------- Effective tax rate 39.36% 39.50% 39.20% ================================== (Note 4 continued) 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, 1996 1995 1994 - ---------------------------------------------------------------------------- Tax basis depreciation ($2,620) $ 521 $ 740 Accrued expenses (4,833) (4,416) (2,850) Other 149 (6,049) (770) ----------------------------------- Total deferred income taxes ($7,304) ($9,944) ($2,880) =================================== These items comprise substantially all of the deferred tax asset and liability balances. NOTE 5: ACCOUNTS RECEIVABLE The components of accounts receivable are as follows: January 31, 1996 1995 - ---------------------------------------------------------------------------- Customers $903,496 $678,673 Other 19,824 20,176 Allowance for doubtful accounts (29,393) (22,958) ---------------------- Accounts receivable, net $893,927 $675,891 ====================== Credit risk with respect to accounts receivable is concentrated in the geographic regions in which the Company operates stores. At January 31, 1996 and 1995, 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 $39,589, $20,219 and $25,713 in 1995, 1994, and 1993. Nordstrom, Inc. and Subsidiaries Page 21 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 6: PROPERTY, BUILDINGS AND EQUIPMENT Property, buildings and equipment consist of the following (at cost): January 31, 1996 1995 - ---------------------------------------------------------------------------- Land and land improvements $ 42,814 $ 42,355 Buildings 448,596 423,342 Leasehold improvements 642,295 550,412 Store fixtures and equipment 672,887 565,605 ------------------------ $1,806,592 $1,581,714 Less accumulated depreciation and amortization (838,812) (746,712) ------------------------ 967,780 835,002 Construction in progress 135,518 149,193 ------------------------ Property, buildings and equipment, net $1,103,298 $ 984,195 ======================== At January 31, 1996 the Company has contractual commitments of approximately $52,745 for construction of new stores. At January 31, 1996, the net book value of property located in California is approximately $320,265. The Company does not carry earthquake insurance in California because of its high cost. NOTE 7: NOTES PAYABLE A summary of notes payable is as follows: Year ended January 31, 1996 1995 1994 - ---------------------------------------------------------------------------- Average daily short-term borrowings $173,343 $106,092 $ 76,779 Maximum amount outstanding 303,072 209,605 117,023 Weighted average interest rate: During the year 5.9% 4.9% 3.1% At year-end 5.5% 6.0% 3.1% At January 31, 1996, Nordstrom Credit, Inc. has an unsecured line of credit with a group of commercial banks totaling $300,000 which is available as liquidity support for short-term debt, and expires in June 2000. Nordstrom Credit, Inc. pays commitment fees for the line in lieu of compensating balance requirements. The carrying amount of notes payable approximates fair value because of the short maturity of these instruments. NOTE 8: LONG-TERM DEBT A summary of long-term debt is as follows: January 31, 1996 1995 - ---------------------------------------------------------------------------- Senior notes, 8.875%, due 1998 $ 50,000 $100,000 Medium-term notes, Nordstrom Credit, Inc., 7.83%-9.6%, due 1996-2001 226,000 209,000 Notes payable, Nordstrom Credit, Inc., 6.7%, due 2005 100,000 - Sinking fund debentures, Nordstrom Credit, Inc., 9.375%, due 2016, payable in annual installments of $3,750 beginning in 1997 43,100 43,100 Other 20,843 21,810 ---------------------- Total long-term debt 439,943 373,910 Less current portion (74,210) (75,967) ---------------------- Total due beyond one year $365,733 $297,943 ====================== The senior note agreements contain restrictive covenants which, among other things, restrict dividends to shareholders to a formula amount. At January 31, 1996, approximately $722,580 of retained earnings is not restricted. Aggregate principal payments on long-term debt are as follows: 1996-$74,210; 1997-$55,053; 1998-$105,183; 1999-$5,076; and 2000-$47,023. The fair value of long-term debt, estimated using quoted market prices of the same or similar issues with the same remaining maturity, is approximately $478,000 and $381,000 at January 31, 1996 and 1995. In February 1996, the Company prepaid $43,100 of Nordstrom Credit, Inc. sinking fund debentures at a premium of $1,965. Page 22 Nordstrom, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 9: LEASES The Company leases land, buildings and equipment under noncancelable lease agreements with expiration dates ranging from 1996 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, 1996 are as follows: 1996-$27,857; 1997-$26,997; 1998-$27,210; 1999-$26,713; 2000-$25,271; and thereafter-$212,787. The following is a schedule of rent expense: Year ended January 31, 1996 1995 1994 - ---------------------------------------------------------------------------- Minimum rent: Store locations $15,864 $16,022 $14,899 Office, warehouses and equipment 17,309 18,336 19,390 Contingent rent: Store location percentage rent 13,741 14,078 13,964 Common area costs, taxes and other 9,831 9,032 8,692 ----------------------------------- Total rent expense $56,745 $57,468 $56,945 =================================== NOTE 10: STOCK OPTIONS 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 four-year period. The number of shares reserved for future stock option grants is 489,750. The Company currently follows the provisions of Accounting Principles Board (APB) Opinion No. 25, under which no recognition of expense is required in accounting for its stock options. In October 1995, the Financial Accounting Standards Board issued Statement No. 123, which allows the Company to elect to continue to follow the recognition and measurement provisions of APB Opinion No. 25, provided that it makes certain additional footnote disclosures. The Company intends to make this election; therefore, adoption of Statement No. 123 in 1996 will require additional footnote disclosures, but will not result in additional expense recognition. (Note 10 continued) A summary of stock option activity follows: Range of prices Shares per share - ------------------------------------------------------------------------- Outstanding, February 1, 1993 1,444,357 $ 7-43 Granted 450,950 28-36 Exercised (81,410) 7-33 Cancelled (81,433) 22-43 -------------------------------- Outstanding, January 31, 1994 1,732,464 7-43 Granted 345,770 44-48 Exercised (182,662) 7-43 Cancelled (17,322) 22-44 -------------------------------- Outstanding, January 31, 1995 1,878,250 13-48 Granted 419,080 39-42 Exercised (154,366) 13-36 Cancelled (41,625) 28-48 -------------------------------- Outstanding, January 31, 1996 2,101,339 $22-48 ================================ Exercisable, January 31, 1996 1,139,638 $22-48 ================================ NOTE 11: SUPPLEMENTARY CASH FLOW INFORMATION Supplementary cash flow information includes the following: Year ended January 31, 1996 1995 1994 - ---------------------------------------------------------------------------- Cash paid during the year for: Interest (net of capitalized interest) $ 42,248 $ 34,520 $41,122 Income taxes 121,212 146,590 86,485 Nordstrom, Inc. and Subsidiaries Page 23 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 12: CREDIT CARD AND FINANCING SUBSIDIARIES Nordstrom National Credit Bank (the Bank), a wholly owned subsidiary of the Company, issues a credit card for use in Company stores, and in 1994 introduced a VISA card. Nordstrom Credit, Inc., also 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, 1996 and 1995, net VISA receivables total $204,736 and $85,211. Condensed combined financial information of these subsidiaries is as follows: Year ended January 31, 1996 1995 1994 - ---------------------------------------------------------------------------- Service charge income $122,973 $ 92,591 $91,026 Other income 14,799 12,525 5,086 ------------------------------------ Total revenue $137,772 $105,116 $96,112 ==================================== Net earnings $ 23,835 $ 23,019 $22,209 ==================================== January 31, 1996 1995 - ---------------------------------------------------------------------------- Assets: Cash and cash equivalents $ 23,190 $ 24,286 Accounts receivable, net 873,893 655,427 Other assets 8,126 7,650 ---------------------- Total assets $905,209 $687,363 ====================== Liabilities and investment of Nordstrom, Inc.: Notes payable: Nordstrom, Inc. $ 86,000 $148,000 Other 232,501 87,388 Accounts payable and accrued liabilities 14,988 21,091 Long-term debt 369,100 252,100 Investment of Nordstrom, Inc. 202,620 178,784 ---------------------- Total liabilities and investment of Nordstrom, Inc. $905,209 $687,363 ====================== NOTE 13: SELECTED QUARTERLY DATA (UNAUDITED) Year ended January 31, 1996 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter Total - ------------------------------------------------------------------------------------------ Net sales $815,598 $1,149,239 $906,848 $1,241,832 $4,113,517 Gross profit 261,864 369,455 294,564 381,384 1,307,267 Earnings before income taxes 45,677 89,065 48,542 89,028 272,312 Net earnings 27,677 53,865 29,442 54,128 165,112 Earnings per share .34 .65 .36 .67 2.02 Dividends per share 0.125 0.125 0.125 0.125 0.50 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 Page 24 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 INDEPENDENT AUDITORS' REPORT We have audited the accompanying consolidated balance sheets of Nordstrom, Inc. and subsidiaries as of January 31, 1996 and 1995, and the related consolidated statements of earnings, shareholders' equity and cash flows for each of the three years in the period ended January 31, 1996. 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, 1996 and 1995, and the results of their operations and their cash flows for each of the three years in the period ended January 31, 1996, in conformity with generally accepted accounting principles. Deloitte & Touche LLP Seattle, Washington; March 8, 1996 Nordstrom, Inc. and Subsidiaries Page 25 TEN YEAR STATISTICAL SUMMARY Dollars in thousands except square footage and per share amounts Year ended January 31, 1996 1995 1994 1993 1992 1991 - ------------------------------------------------------------------------------------------------- Financial Position Customer accounts receivable, net $ 874,103 $ 655,715 $ 565,151 $ 584,379 $ 585,490 $ 558,573 Merchandise inventories 626,303 627,930 585,602 536,739 506,632 448,344 Current assets 1,612,776 1,397,713 1,314,914 1,219,844 1,177,638 1,090,379 Current liabilities 832,313 690,454 627,485 511,196 553,903 551,835 Working capital 780,463 707,259 687,429 708,648 623,735 538,544 Working capital ratio 1.94 2.02 2.10 2.39 2.13 1.98 Property, buildings and equipment, net 1,103,298 984,195 845,596 824,142 856,404 806,191 Long-term debt 439,943 373,910 438,574 481,945 511,000 489,172 Debt/capital ratio 32.09 25.56 29.11 33.09 40.74 43.59 Shareholders' Equity 1,422,972 1,343,800 1,166,504 1,052,031 939,231 826,410 Shares outstanding 81,113,144 82,244,098 82,059,128 81,974,797 81,844,227 81,737,910 Book value per share 17.54 16.34 14.22 12.83 11.48 10.11 Total assets 2,732,619 2,396,783 2,177,481 2,053,170 2,041,875 1,902,589 Operations Net sales 4,113,517 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 2,806,250 2,599,553 2,469,304 2,339,107 2,169,437 2,000,250 Selling, general and administrative 1,120,790 1,023,347 940,579 902,083 831,505 747,770 Interest, net 39,295 30,664 37,646 44,810 49,106 52,228 Service charge income and other, net (125,130) (94,644) (88,509) (86,140) (87,443) (84,660) Total costs and expenses 3,841,205 3,558,920 3,359,020 3,199,860 2,962,605 2,715,588 Earnings before income taxes 272,312 335,558 230,918 222,119 217,215 178,316 Income taxes 107,200 132,600 90,500 85,500 81,400 62,500 Net earnings 165,112 202,958 140,418 136,619 135,815 115,816 Earnings per share 2.02 2.47 1.71 1.67 1.66 1.42 Dividends per share .50 .385 .34 .32 .31 .30 Net earnings as a percent of net sales 4.01% 5.21% 3.91% 3.99% 4.27% 4.00% Return on average shareholders' equity 11.94% 16.17% 12.66% 13.72% 15.38% 14.85% Sales per square foot for Company-operated stores 382 395 383 381 388 391 Stores and Facilities Company-operated stores 78 76 74 72 68 63 Total square footage 10,713,000 9,998,000 9,282,000 9,224,000 8,590,000 7,655,000 Page 26 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 - ------------------------------------------------------------------------- Financial Position Customer accounts receivable, net $ 519,656 $ 465,929 $ 391,387 $ 344,045 Merchandise inventories 419,976 403,795 312,696 257,334 Current assets 1,011,148 913,986 730,182 645,326 Current liabilities 489,888 448,165 394,699 324,697 Working capital 521,260 465,821 335,483 320,629 Working capital ratio 2.06 2.04 1.85 1.99 Property, buildings and equipment, net 691,937 594,038 502,661 424,228 Long-term debt 468,412 389,216 260,343 271,054 Debt/capital ratio 43.78 43.12 39.57 41.57 Shareholders' Equity 733,250 639,941 533,209 451,196 Shares outstanding 81,584,710 81,465,027 81,371,106 80,981,722 Book value per share 8.99 7.86 6.55 5.57 Total assets 1,707,420 1,511,703 1,234,267 1,071,124 Operations Net sales 2,671,114 2,327,946 1,920,231 1,629,918 Costs and expenses: Cost of sales and related buying and occupancy 1,829,383 1,563,832 1,300,720 1,095,584 Selling, general and administrative 669,159 582,973 477,488 408,664 Interest, net 49,121 39,977 32,952 34,910 Service charge income and other, net (55,958) (57,268) (53,662) (49,479) Total costs and expenses 2,491,705 2,129,514 1,757,498 1,489,679 Earnings before income taxes 179,409 198,432 162,733 140,239 Income taxes 64,500 75,100 70,000 67,300 Net earnings 114,909 123,332 92,733 72,939 Earnings per share 1.41 1.51 1.13 .91 Dividends per share .28 .22 .18 .13 Net earnings as a percent of net sales 4.30% 5.30% 4.83% 4.48% Return on average shareholders' equity 16.74% 21.03% 18.84% 19.06% Sales per square foot for Company-operated stores 398 380 349 322 Stores and Facilities Company-operated stores 59 58 56 53 Total square footage 6,898,000 6,374,000 5,527,000 5,098,000 Nordstrom, Inc. and Subsidiaries Page 27 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 Present Year opened total store Year opened total store Location or acquired area/sq. ft. Location or 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 Valley Fair 1987 165,000 Yakima 1972 44,000 280 Metro Center Rack 1987 31,000 Spokane 1974 121,000 Stonestown Galleria 1988 174,000 Alderwood Mall 1979 127,000 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 SuperMall Rack 1995 48,000 UTAH GROUP OREGON GROUP Crossroads Plaza 1980 140,000 Lloyd Center 1963 150,000 Fashion Place Mall 1981 110,000 Downtown Portland 1966 174,000 Ogden City Mall 1982 76,000 Washington Square 1974 189,000 Sugarhouse Center Rack 1991 31,000 Vancouver Mall 1977 71,000 Salem Centre 1980 71,000 CAPITAL GROUP Clackamas Town Center 1981 121,000 Tysons Corner Center 1988 253,000 Clackamas Rack 1983 28,000 The Fashion Centre at Downtown Portland Rack 1986 19,000 Pentagon City 1989 241,000 Potomac Mills Rack 1990 46,000 SOUTHERN CALIFORNIA GROUP Montgomery Mall 1991 225,000 South Coast Plaza 1978 235,000 City Place Rack 1992 37,000 Brea Mall 1979 195,000 Towson Town Center 1992 205,000 Los Cerritos Center 1981 122,000 Towson Rack 1992 31,000 Fashion Valley Mall 1981 156,000 Franklin Mills Factory Glendale Galleria 1983 147,000 Direct 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 The Westchester 1995 219,000 Montclair Plaza 1986 133,000 The Mall at Short Hills 1995 188,000 North County Fair 1986 156,000 MainPlace Mall 1987 169,000 MIDWEST GROUP Chino Town Square Rack 1987 30,000 Oakbrook Center 1991 249,000 Paseo Nuevo 1990 186,000 Mall of America 1992 240,000 The Galleria at Tyler 1991 164,000 Woodfield Rack 1994 45,000 Santa Anita 1994 151,000 Old Orchard 1994 209,000 Woodfield Shopping Center 1995 215,000 ALASKA GROUP Circle Centre Mall 1995 216,000 Anchorage 1975 97,000 CLEARANCE STORES Arizona 48,000 <FN> (1) Excludes approximately 23,000 square feet of corporate and administrative offices. Page 30 Nordstrom, Inc. and Subsidiaries NORDSTROM, INC. AND SUBSIDIARIES Appendix Graph Page - -------------------------------------------- Net Sales 3 Net Earnings 3 Percentage of 1995 Sales by Merchandise Category 12 Investing and Operating Cash Flows 14 Square Footage by Market Area at end of 1995 15