þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Washington
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|
91-0515058
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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|
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1617 Sixth Avenue, Seattle, Washington
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98101
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Name of each exchange on which registered
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Common stock, without par value
|
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New York Stock Exchange
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Large accelerated filer
þ
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Accelerated filer
¨
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Non-accelerated filer
¨
(Do not check if a smaller reporting company)
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Smaller reporting company
¨
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TABLE OF CONTENTS
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Page
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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•
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successful execution of our customer strategy, including expansion into new domestic and international markets, acquisitions, investments in our stores and online as well as investments in technology, our ability to realize the anticipated benefits from growth initiatives and our ability to provide a seamless experience across all channels,
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•
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timely and effective execution of our ecommerce initiatives and ability to manage the costs and organizational changes associated with this evolving business model,
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•
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timely completion of construction associated with newly planned stores, relocations and remodels, all of which may be impacted by the financial health of third parties,
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•
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our ability to maintain relationships with our employees and to effectively attract, develop and retain our future leaders,
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•
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effective inventory management processes and systems, fulfillment processes and systems, disruptions in our supply chain and our ability to control costs,
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•
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the impact of any systems or network failures, cybersecurity and/or security breaches, including any security breach of our systems or those of a third party provider that results in the theft, transfer or unauthorized disclosure of customer, employee or Company information or compliance with information security and privacy laws and regulations in the event of such an incident,
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•
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successful execution of our information technology strategy,
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•
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our ability to effectively utilize data in strategic planning and decision making,
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•
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efficient and proper allocation of our capital resources,
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•
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our ability to realize the expected benefits, respond to potential risks and appropriately manage costs associated with our program agreement with TD,
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•
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our ability to safeguard our reputation and maintain our vendor relationships,
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•
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our ability to respond to the business and retail environment, fashion trends and consumer preferences, including changing expectations of service and experience in stores and online, and evolve our business model,
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•
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the effectiveness of planned advertising, marketing and promotional campaigns in the highly competitive and promotional retail industry,
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•
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the timing, price, manner and amounts of share repurchases by the Company, if any, or any share issuances by the Company, including issuances associated with option exercises or other matters,
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•
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the impact of economic and market conditions and the resultant impact on consumer spending patterns,
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•
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the impact of economic or political conditions in the U.S. and countries where our third party vendors operate,
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•
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weather conditions, natural disasters, health hazards, national security or other market disruptions, or the prospects of these events and the resulting impact on consumer spending patterns or information technology systems and communications,
|
•
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our compliance with applicable domestic and international laws, regulations and ethical standards, including those related to banking, employment and tax and the outcome of claims and litigation and resolution of such matters,
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•
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the impact of the current regulatory environment and financial system and health care reforms, and
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•
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compliance with debt covenants, availability and cost of credit, changes in our credit rating, changes in interest rates, debt repayment patterns and personal bankruptcies.
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Nordstrom Investor Relations
|
1617 Sixth Avenue, Suite 500
|
Seattle, Washington 98101
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(206) 303-3200
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invrelations@nordstrom.com
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Number of stores
|
|
|
|||||
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Nordstrom
Full-Line Stores -
U.S. and Canada
|
|
|
Nordstrom
Rack and Other
1
|
|
|
% of total store
square footage |
|
Leased stores on leased land
|
|
24
|
|
|
225
|
|
|
42
|
%
|
Owned stores on leased land
|
|
63
|
|
|
—
|
|
|
38
|
%
|
Owned stores on owned land
|
|
35
|
|
|
1
|
|
|
19
|
%
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Partly owned and partly leased store
|
|
1
|
|
|
—
|
|
|
1
|
%
|
Total
|
|
123
|
|
|
226
|
|
|
100
|
%
|
|
|
Number of stores
|
||||||||||
Fiscal year
|
|
2016
|
|
Announced 2017
|
||||||||
State/Province
|
|
Nordstrom
Full-Line Stores -
U.S. and Canada
|
|
|
Nordstrom
Rack and Other
1
|
|
|
Nordstrom
Full-Line Stores -
U.S. and Canada
|
|
|
Nordstrom
Rack and Other
1
|
|
Openings
|
|
|
|
|
|
|
|
|
||||
U.S.
|
|
|
|
|
|
|
|
|
||||
Arizona
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
California
|
|
—
|
|
|
4
|
|
|
—
|
|
|
2
|
|
Colorado
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
Florida
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
Hawaii
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
Illinois
|
|
—
|
|
|
3
|
|
|
—
|
|
|
2
|
|
Indiana
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
Louisiana
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
Maryland
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
Massachusetts
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
Michigan
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
Minnesota
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
New Mexico
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
New York
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
Oregon
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
Pennsylvania
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
South Carolina
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
Tennessee
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
Texas
|
|
1
|
|
|
—
|
|
|
—
|
|
|
2
|
|
Utah
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
Virginia
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
Washington
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
Washington D.C.
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
Canada
|
|
|
|
|
|
|
|
|
||||
Ontario
|
|
2
|
|
|
—
|
|
|
1
|
|
|
—
|
|
Total Openings
|
|
3
|
|
|
24
|
|
|
1
|
|
|
16
|
|
|
|
|
|
|
|
|
|
|
||||
Closures:
California
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
Retail stores by channel
|
|
Nordstrom Full-Line Stores - U.S. and Canada
|
|
Nordstrom Rack and Other
1
|
|
Total
|
|||||||||
State/Province
|
|
Count
|
|
Square Footage
(000’s)
|
|
|
Count
|
|
Square Footage
(000’s)
|
|
|
Count
|
|
Square Footage
(000’s)
|
|
U.S.
|
|
|
|
|
|
|
|
|
|
||||||
Alabama
|
|
—
|
|
—
|
|
|
1
|
|
35
|
|
|
1
|
|
35
|
|
Alaska
|
|
1
|
|
97
|
|
|
1
|
|
35
|
|
|
2
|
|
132
|
|
Arizona
|
|
2
|
|
384
|
|
|
8
|
|
287
|
|
|
10
|
|
671
|
|
California
2
|
|
31
|
|
5,328
|
|
|
50
|
|
1,865
|
|
|
81
|
|
7,193
|
|
Colorado
|
|
3
|
|
559
|
|
|
6
|
|
213
|
|
|
9
|
|
772
|
|
Connecticut
|
|
1
|
|
189
|
|
|
1
|
|
36
|
|
|
2
|
|
225
|
|
Delaware
|
|
1
|
|
127
|
|
|
1
|
|
32
|
|
|
2
|
|
159
|
|
Florida
2
|
|
9
|
|
1,389
|
|
|
15
|
|
519
|
|
|
24
|
|
1,908
|
|
Georgia
|
|
2
|
|
383
|
|
|
5
|
|
165
|
|
|
7
|
|
548
|
|
Hawaii
|
|
1
|
|
195
|
|
|
2
|
|
78
|
|
|
3
|
|
273
|
|
Idaho
|
|
—
|
|
—
|
|
|
1
|
|
37
|
|
|
1
|
|
37
|
|
Illinois
|
|
4
|
|
947
|
|
|
14
|
|
524
|
|
|
18
|
|
1,471
|
|
Indiana
|
|
1
|
|
134
|
|
|
1
|
|
35
|
|
|
2
|
|
169
|
|
Iowa
|
|
—
|
|
—
|
|
|
1
|
|
35
|
|
|
1
|
|
35
|
|
Kansas
|
|
1
|
|
219
|
|
|
1
|
|
35
|
|
|
2
|
|
254
|
|
Kentucky
|
|
—
|
|
—
|
|
|
1
|
|
33
|
|
|
1
|
|
33
|
|
Louisiana
|
|
—
|
|
—
|
|
|
3
|
|
90
|
|
|
3
|
|
90
|
|
Maine
|
|
—
|
|
—
|
|
|
1
|
|
30
|
|
|
1
|
|
30
|
|
Maryland
|
|
4
|
|
765
|
|
|
4
|
|
156
|
|
|
8
|
|
921
|
|
Massachusetts
|
|
4
|
|
595
|
|
|
8
|
|
275
|
|
|
12
|
|
870
|
|
Michigan
|
|
3
|
|
552
|
|
|
5
|
|
178
|
|
|
8
|
|
730
|
|
Minnesota
|
|
2
|
|
380
|
|
|
3
|
|
108
|
|
|
5
|
|
488
|
|
Missouri
|
|
2
|
|
342
|
|
|
2
|
|
69
|
|
|
4
|
|
411
|
|
Nevada
|
|
1
|
|
207
|
|
|
3
|
|
101
|
|
|
4
|
|
308
|
|
New Jersey
|
|
5
|
|
991
|
|
|
7
|
|
248
|
|
|
12
|
|
1,239
|
|
New Mexico
|
|
—
|
|
—
|
|
|
1
|
|
34
|
|
|
1
|
|
34
|
|
New York
|
|
2
|
|
460
|
|
|
13
|
|
426
|
|
|
15
|
|
886
|
|
North Carolina
|
|
2
|
|
300
|
|
|
2
|
|
74
|
|
|
4
|
|
374
|
|
Ohio
|
|
3
|
|
549
|
|
|
6
|
|
224
|
|
|
9
|
|
773
|
|
Oklahoma
|
|
—
|
|
—
|
|
|
2
|
|
67
|
|
|
2
|
|
67
|
|
Oregon
|
|
4
|
|
555
|
|
|
5
|
|
190
|
|
|
9
|
|
745
|
|
Pennsylvania
|
|
2
|
|
381
|
|
|
6
|
|
214
|
|
|
8
|
|
595
|
|
Puerto Rico
|
|
1
|
|
143
|
|
|
—
|
|
—
|
|
|
1
|
|
143
|
|
Rhode Island
|
|
1
|
|
206
|
|
|
1
|
|
38
|
|
|
2
|
|
244
|
|
South Carolina
|
|
—
|
|
—
|
|
|
4
|
|
104
|
|
|
4
|
|
104
|
|
Tennessee
|
|
1
|
|
145
|
|
|
1
|
|
36
|
|
|
2
|
|
181
|
|
Texas
2
|
|
9
|
|
1,562
|
|
|
16
|
|
540
|
|
|
25
|
|
2,102
|
|
Utah
|
|
2
|
|
277
|
|
|
4
|
|
126
|
|
|
6
|
|
403
|
|
Virginia
|
|
5
|
|
894
|
|
|
7
|
|
268
|
|
|
12
|
|
1,162
|
|
Washington
|
|
7
|
|
1,392
|
|
|
7
|
|
276
|
|
|
14
|
|
1,668
|
|
Washington D.C.
|
|
—
|
|
—
|
|
|
4
|
|
120
|
|
|
4
|
|
120
|
|
Wisconsin
|
|
1
|
|
150
|
|
|
2
|
|
67
|
|
|
3
|
|
217
|
|
Canada
|
|
|
|
|
|
|
|
|
|
||||||
Alberta
|
|
1
|
|
142
|
|
|
—
|
|
—
|
|
|
1
|
|
142
|
|
British Columbia
|
|
1
|
|
231
|
|
|
—
|
|
—
|
|
|
1
|
|
231
|
|
Ontario
|
|
3
|
|
599
|
|
|
—
|
|
—
|
|
|
3
|
|
599
|
|
Total
|
|
123
|
|
21,769
|
|
|
226
|
|
8,023
|
|
|
349
|
|
29,792
|
|
•
|
six owned merchandise distribution centers (Portland, Oregon; Dubuque, Iowa; Ontario, California; Newark, California; Upper Marlboro, Maryland and Gainesville, Florida),
|
•
|
two owned fulfillment centers (Cedar Rapids, Iowa and Elizabethtown, Pennsylvania),
|
•
|
one leased fulfillment center (San Bernardino, California) and
|
•
|
three leased administrative offices (Chicago, Illinois; Los Angeles, California and New York City, New York).
|
•
|
two leased office buildings (Centennial, Colorado and Scottsdale, Arizona).
|
|
|
Common Stock Price
|
|
|
|
|
||||||
|
|
2016
|
|
2015
|
|
Dividends per Share
|
||||||
|
|
High
|
|
Low
|
|
High
|
|
Low
|
|
2016
|
|
2015
|
1st Quarter
|
|
$59.37
|
|
$46.65
|
|
$83.16
|
|
$74.51
|
|
$0.37
|
|
$0.37
|
2nd Quarter
|
|
$51.74
|
|
$35.01
|
|
$80.23
|
|
$72.01
|
|
$0.37
|
|
$0.37
|
3rd Quarter
|
|
$55.23
|
|
$39.05
|
|
$79.98
|
|
$63.73
|
|
$0.37
|
|
$5.22
|
4th Quarter
|
|
$62.82
|
|
$42.32
|
|
$67.27
|
|
$44.49
|
|
$0.37
|
|
$0.37
|
Full Year
|
|
$62.82
|
|
$35.01
|
|
$83.16
|
|
$44.49
|
|
$1.48
|
|
$6.33
|
|
Total Number
of Shares
Purchased
|
|
|
Average
Price Paid
Per Share
|
|
|
Total Number of Shares Purchased as Part of
Publicly Announced
Plans or Programs
|
|
|
Approximate Dollar Value
of Shares that May
Yet Be Purchased Under
the Plans or Programs
|
|
||
November 2016
(October 30, 2016 to November 26, 2016) |
0.2
|
|
|
|
$51.11
|
|
|
0.2
|
|
|
|
$708
|
|
December 2016
(November 27, 2016 to December 31, 2016) |
1.6
|
|
|
|
$50.71
|
|
|
1.6
|
|
|
|
$629
|
|
January 2017
(January 1, 2017 to January 28, 2017) |
2.2
|
|
|
|
$45.20
|
|
|
2.2
|
|
|
|
$529
|
|
Total
|
4.0
|
|
|
|
$47.99
|
|
|
4.0
|
|
|
|
End of fiscal year
|
2011
|
|
|
2012
|
|
|
2013
|
|
|
2014
|
|
|
2015
|
|
|
2016
|
|
Nordstrom common stock
|
100
|
|
|
116
|
|
|
123
|
|
|
166
|
|
|
118
|
|
|
106
|
|
Standard & Poor’s Retail Index
|
100
|
|
|
127
|
|
|
159
|
|
|
196
|
|
|
227
|
|
|
269
|
|
Standard & Poor’s 500 Index
|
100
|
|
|
118
|
|
|
141
|
|
|
165
|
|
|
162
|
|
|
196
|
|
Fiscal year
|
2016
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
2012
|
|
|||||
Earnings Results
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$14,498
|
|
|
|
$14,095
|
|
|
|
$13,110
|
|
|
|
$12,166
|
|
|
|
$11,762
|
|
Credit card revenues, net
1
|
259
|
|
|
342
|
|
|
396
|
|
|
374
|
|
|
372
|
|
|||||
Gross profit
|
5,058
|
|
|
4,927
|
|
|
4,704
|
|
|
4,429
|
|
|
4,330
|
|
|||||
Selling, general and administrative (“SG&A”) expenses
|
(4,315
|
)
|
|
(4,168
|
)
|
|
(3,777
|
)
|
|
(3,453
|
)
|
|
(3,357
|
)
|
|||||
Earnings before interest and income taxes (“EBIT”)
|
805
|
|
|
1,101
|
|
|
1,323
|
|
|
1,350
|
|
|
1,345
|
|
|||||
Net earnings
|
354
|
|
|
600
|
|
|
720
|
|
|
734
|
|
|
735
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance Sheet and Cash Flow Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$1,007
|
|
|
|
$595
|
|
|
|
$827
|
|
|
|
$1,194
|
|
|
|
$1,285
|
|
Merchandise inventories
|
1,896
|
|
|
1,945
|
|
|
1,733
|
|
|
1,531
|
|
|
1,360
|
|
|||||
Land, property and equipment, net
|
3,897
|
|
|
3,735
|
|
|
3,340
|
|
|
2,949
|
|
|
2,579
|
|
|||||
Total assets
1
|
7,858
|
|
|
7,698
|
|
|
9,245
|
|
|
8,574
|
|
|
8,089
|
|
|||||
Total long-term debt
1
|
2,774
|
|
|
2,805
|
|
|
3,131
|
|
|
3,113
|
|
|
3,131
|
|
|||||
Cash flow from operations
1
|
1,648
|
|
|
2,451
|
|
|
1,220
|
|
|
1,320
|
|
|
1,110
|
|
|||||
Capital expenditures
|
846
|
|
|
1,082
|
|
|
861
|
|
|
803
|
|
|
513
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Performance Metrics
|
|
|
|
|
|
|
|
|
|
||||||||||
Comparable sales (decrease) increase
|
(0.4
|
%)
|
|
2.7
|
%
|
|
4.0
|
%
|
|
2.5
|
%
|
|
7.3
|
%
|
|||||
Gross profit % of net sales
|
34.9
|
%
|
|
35.0
|
%
|
|
35.9
|
%
|
|
36.4
|
%
|
|
36.8
|
%
|
|||||
SG&A % of net sales
|
29.8
|
%
|
|
29.6
|
%
|
|
28.8
|
%
|
|
28.4
|
%
|
|
28.5
|
%
|
|||||
EBIT % of net sales
|
5.6
|
%
|
|
7.8
|
%
|
|
10.1
|
%
|
|
11.1
|
%
|
|
11.4
|
%
|
|||||
Capital expenditures % of net sales
|
5.8
|
%
|
|
7.7
|
%
|
|
6.6
|
%
|
|
6.6
|
%
|
|
4.4
|
%
|
|||||
Return on assets
|
4.5
|
%
|
|
6.6
|
%
|
|
8.1
|
%
|
|
8.7
|
%
|
|
8.9
|
%
|
|||||
Return on invested capital (“ROIC”)
2
|
8.4
|
%
|
|
10.7
|
%
|
|
12.6
|
%
|
|
13.6
|
%
|
|
13.9
|
%
|
|||||
Sales per square foot
|
|
$498
|
|
|
|
$507
|
|
|
|
$493
|
|
|
|
$474
|
|
|
|
$470
|
|
4-wall sales per square foot
|
|
$392
|
|
|
|
$410
|
|
|
|
$413
|
|
|
|
$408
|
|
|
|
$417
|
|
Inventory turnover rate
|
4.53
|
|
|
4.54
|
|
|
4.67
|
|
|
5.07
|
|
|
5.37
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Per Share Information
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings per diluted share
|
|
$2.02
|
|
|
|
$3.15
|
|
|
|
$3.72
|
|
|
|
$3.71
|
|
|
|
$3.56
|
|
Dividends declared per share
1
|
1.48
|
|
|
6.33
|
|
|
1.32
|
|
|
1.20
|
|
|
1.08
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Store Information (at year-end)
|
|
|
|
|
|
|
|
|
|
||||||||||
Nordstrom full-line stores - U.S. and Canada
|
123
|
|
|
121
|
|
|
117
|
|
|
117
|
|
|
117
|
|
|||||
Nordstrom Rack and other
3
|
226
|
|
|
202
|
|
|
175
|
|
|
143
|
|
|
123
|
|
|||||
Total square footage
|
29,792,000
|
|
|
28,610,000
|
|
|
27,061,000
|
|
|
26,017,000
|
|
|
25,290,000
|
|
•
|
Our expansion into Canada where we currently have five full-line stores, including two that opened last fall, contributed total sales of $300 in 2016.
|
•
|
Nordstrom.com sales reached over $2.5 billion, representing approximately 25% of full-price sales.
|
•
|
Our off-price business reached $4.5 billion, with growth mainly driven by our online net sales increase of 32% and 21 new store openings. Off-price continues to be our largest source of new customers, gaining approximately 6 million in 2016.
|
•
|
Our expanded Nordstrom Rewards program, which launched in the second quarter, drove a strong customer response with 3.7 million customers joining through our non-tender offer. We ended the year with a total of 7.8 million active Nordstrom Rewards customers.
|
•
|
Our working capital improvements contributed to the $1.6 billion in operating cash flow and $0.6 billion in free cash flow.
|
•
|
Comparable Sales
–
sales from stores that have been open at least one full year at the beginning of the year. Total Company comparable sales include sales from our online channels.
|
•
|
Gross Profit
–
net sales less cost of sales and related buying and occupancy costs.
|
•
|
Inventory Turnover Rate
–
annual cost of sales and related buying and occupancy costs (for all segments) divided by the trailing 4-quarter average inventory.
|
•
|
Total Sales Per Square Foot
–
net sales divided by weighted-average square footage.
|
•
|
4-wall Sales Per Square Foot
–
sales for Nordstrom U.S. and Canada full-line stores, Nordstrom Rack stores, Trunk Club clubhouses, Jeffrey boutiques and Last Chance clearance stores divided by their weighted-average square footage.
|
Fiscal year
|
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||
|
|
Amount
|
|
|
% of net
sales
1
|
|
|
Amount
|
|
|
% of net
sales
1
|
|
|
Amount
|
|
|
% of net
sales
1
|
|
|||
Net sales
|
|
|
$14,498
|
|
|
100.0
|
%
|
|
|
$14,095
|
|
|
100.0
|
%
|
|
|
$13,110
|
|
|
100.0
|
%
|
Cost of sales and related buying and occupancy costs
|
|
(9,434
|
)
|
|
(65.1
|
%)
|
|
(9,161
|
)
|
|
(65.0
|
%)
|
|
(8,401
|
)
|
|
(64.1
|
%)
|
|||
Gross profit
|
|
5,064
|
|
|
34.9
|
%
|
|
4,934
|
|
|
35.0
|
%
|
|
4,709
|
|
|
35.9
|
%
|
|||
Selling, general and administrative expenses
|
|
(4,159
|
)
|
|
(28.7
|
%)
|
|
(4,016
|
)
|
|
(28.5
|
%)
|
|
(3,588
|
)
|
|
(27.4
|
%)
|
|||
Goodwill impairment
|
|
(197
|
)
|
|
(1.4
|
%)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Earnings before interest and income taxes
|
|
|
$708
|
|
|
4.9
|
%
|
|
|
$918
|
|
|
6.5
|
%
|
|
|
$1,121
|
|
|
8.6
|
%
|
Fiscal year
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Net sales by channel:
|
|
|
|
|
|
||||||
Nordstrom full-line stores - U.S.
|
|
$7,186
|
|
|
|
$7,633
|
|
|
|
$7,682
|
|
Nordstrom.com
|
2,519
|
|
|
2,300
|
|
|
1,996
|
|
|||
Full-price
|
9,705
|
|
|
9,933
|
|
|
9,678
|
|
|||
|
|
|
|
|
|
||||||
Nordstrom Rack
|
3,809
|
|
|
3,533
|
|
|
3,215
|
|
|||
Nordstromrack.com/HauteLook
|
700
|
|
|
532
|
|
|
360
|
|
|||
Off-price
|
4,509
|
|
|
4,065
|
|
|
3,575
|
|
|||
|
|
|
|
|
|
||||||
Other retail
1
|
554
|
|
|
378
|
|
|
116
|
|
|||
Retail segment
|
14,768
|
|
|
14,376
|
|
|
13,369
|
|
|||
Corporate/Other
|
(270
|
)
|
|
(281
|
)
|
|
(259
|
)
|
|||
Total net sales
|
|
$14,498
|
|
|
|
$14,095
|
|
|
|
$13,110
|
|
|
|
|
|
|
|
||||||
Net sales increase
|
2.9
|
%
|
|
7.5
|
%
|
|
7.8
|
%
|
|||
|
|
|
|
|
|
||||||
Comparable sales increase (decrease) by channel:
|
|
|
|
|
|
||||||
Nordstrom full-line stores - U.S.
|
(6.4
|
%)
|
|
(1.1
|
%)
|
|
(0.5
|
%)
|
|||
Nordstrom.com
|
9.5
|
%
|
|
15.2
|
%
|
|
23.1
|
%
|
|||
Full-price
|
(2.7
|
%)
|
|
2.3
|
%
|
|
3.6
|
%
|
|||
Nordstrom Rack
|
0.2
|
%
|
|
(1.0
|
%)
|
|
3.8
|
%
|
|||
Nordstromrack.com/HauteLook
|
31.7
|
%
|
|
47.4
|
%
|
|
22.1
|
%
|
|||
Off-price
|
4.5
|
%
|
|
4.3
|
%
|
|
5.7
|
%
|
|||
Total Company
|
(0.4
|
%)
|
|
2.7
|
%
|
|
4.0
|
%
|
|||
|
|
|
|
|
|
||||||
Sales per square foot:
|
|
|
|
|
|
||||||
Total sales per square foot
|
|
$498
|
|
|
|
$507
|
|
|
|
$493
|
|
4-wall sales per square foot
|
392
|
|
|
410
|
|
|
413
|
|
|||
Full-line sales per square foot - U.S.
|
346
|
|
|
370
|
|
|
371
|
|
|||
Nordstrom Rack sales per square foot
|
507
|
|
|
523
|
|
|
552
|
|
Fiscal year
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Retail gross profit
|
|
$5,064
|
|
|
|
$4,934
|
|
|
|
$4,709
|
|
Retail gross profit as a % of net sales
|
34.9
|
%
|
|
35.0
|
%
|
|
35.9
|
%
|
|||
Ending inventory per square foot
|
|
$63.64
|
|
|
|
$67.97
|
|
|
|
$64.05
|
|
Inventory turnover rate
|
4.53
|
|
|
4.54
|
|
|
4.67
|
|
Fiscal year
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Selling, general and administrative expenses
|
|
$4,159
|
|
|
|
$4,016
|
|
|
|
$3,588
|
|
Selling, general and administrative expenses as a % of net sales
|
28.7
|
%
|
|
28.5
|
%
|
|
27.4
|
%
|
Fiscal year
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Credit card revenues, net
|
|
|
$259
|
|
|
|
$342
|
|
|
|
$396
|
|
Credit expenses
|
|
(162
|
)
|
|
(159
|
)
|
|
(194
|
)
|
|||
Earnings before interest and income taxes
|
|
97
|
|
|
183
|
|
|
202
|
|
|||
Interest expense
1
|
|
—
|
|
|
(13
|
)
|
|
(18
|
)
|
|||
Earnings before income taxes
|
|
|
$97
|
|
|
|
$170
|
|
|
|
$184
|
|
|
|
|
|
|
|
|
||||||
Credit and debit card volume
2
:
|
|
|
|
|
|
|
||||||
Outside
|
|
|
$4,160
|
|
|
|
$4,309
|
|
|
|
$4,331
|
|
Inside
|
|
5,858
|
|
|
5,953
|
|
|
5,475
|
|
|||
Total volume
|
|
|
$10,018
|
|
|
|
$10,262
|
|
|
|
$9,806
|
|
Fiscal year
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Finance charge revenue
|
|
$6
|
|
|
|
$173
|
|
|
|
$253
|
|
Interchange fees
|
5
|
|
|
61
|
|
|
89
|
|
|||
Late fees and other revenue
|
2
|
|
|
44
|
|
|
54
|
|
|||
Credit program revenues, net
|
246
|
|
|
64
|
|
|
—
|
|
|||
Total credit card revenues, net
|
|
$259
|
|
|
|
$342
|
|
|
|
$396
|
|
Fiscal year
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Interest on long-term debt and short-term borrowings
|
|
$147
|
|
|
|
$153
|
|
|
|
$156
|
|
Less:
|
|
|
|
|
|
||||||
Interest income
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||
Capitalized interest
|
(25
|
)
|
|
(28
|
)
|
|
(17
|
)
|
|||
Interest expense, net
|
|
$121
|
|
|
|
$125
|
|
|
|
$138
|
|
Fiscal year
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Income tax expense
|
|
$330
|
|
|
|
$376
|
|
|
|
$465
|
|
Effective tax rate
|
48.2
|
%
|
|
38.6
|
%
|
|
39.2
|
%
|
Fiscal year
|
2016
|
|
|
2015
|
|
|
2014
|
|
Statutory rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
Goodwill impairment
|
10.1
|
%
|
|
—
|
|
|
—
|
|
State and local income taxes, net of federal income taxes
|
5.1
|
%
|
|
4.1
|
%
|
|
3.8
|
%
|
Non-deductible acquisition-related items
|
0.6
|
%
|
|
0.4
|
%
|
|
0.9
|
%
|
Federal credits
|
(0.6
|
%)
|
|
(0.6
|
%)
|
|
(0.2
|
%)
|
Other, net
|
(2.0
|
%)
|
|
(0.3
|
%)
|
|
(0.3
|
%)
|
Effective tax rate
|
48.2
|
%
|
|
38.6
|
%
|
|
39.2
|
%
|
Fiscal year
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Basic
|
|
$2.05
|
|
|
|
$3.22
|
|
|
|
$3.79
|
|
Diluted:
|
|
|
|
|
|
||||||
Actual
|
|
$2.02
|
|
|
|
$3.15
|
|
|
|
$3.72
|
|
Adjusted
1
|
|
$3.14
|
|
|
N/A
|
|
|
N/A
|
|
Quarter ended
|
January 28, 2017
|
|
|
January 30, 2016
|
|
||
Net sales
|
|
$4,243
|
|
|
|
$4,143
|
|
Credit card revenues, net
|
73
|
|
|
51
|
|
||
Gross profit
|
1,523
|
|
|
1,443
|
|
||
Gross profit (% of net sales)
|
35.9
|
%
|
|
34.8
|
%
|
||
Retail SG&A expenses
|
(1,134
|
)
|
|
(1,136
|
)
|
||
Retail SG&A expenses (% of net sales)
|
(26.7
|
%)
|
|
(27.4
|
%)
|
||
Credit expenses
|
(42
|
)
|
|
(36
|
)
|
||
Net earnings
|
201
|
|
|
180
|
|
||
EPS (diluted)
|
|
$1.15
|
|
|
|
$1.00
|
|
|
Quarter Ended January 28, 2017
|
|
Year Ended January 28, 2017
|
||||||||||||
|
Amount
|
|
|
Amount Per Share
|
|
|
Amount
|
|
|
Amount Per Share
|
|
||||
Net earnings
|
|
$201
|
|
|
|
$1.15
|
|
|
|
$354
|
|
|
|
$2.02
|
|
Trunk Club goodwill impairment
|
—
|
|
|
—
|
|
|
197
|
|
|
1.12
|
|
||||
Tax effect of non-deductible charges in interim period
1
|
39
|
|
|
0.22
|
|
|
—
|
|
|
—
|
|
||||
Adjusted Earnings
|
|
$240
|
|
|
|
$1.37
|
|
|
|
$551
|
|
|
|
$3.14
|
|
Net sales (percent)
|
3 to 4 increase
|
Comparable sales (percent)
|
Approximately flat
|
Retail EBIT
|
$780 to $840 million
|
Credit EBIT
|
Approximately $135 million
|
Earnings per diluted share (excluding the impact of any future share repurchase)
|
$2.75 to $3.00
|
|
12 Fiscal Months Ended
|
||||||||||||||||||
|
January 28, 2017
|
|
|
January 30, 2016
|
|
|
January 31, 2015
|
|
|
February 1, 2014
|
|
|
February 2, 2013
|
|
|||||
Net earnings
|
|
$354
|
|
|
|
$600
|
|
|
|
$720
|
|
|
|
$734
|
|
|
|
$735
|
|
Add: income tax expense
|
330
|
|
|
376
|
|
|
465
|
|
|
455
|
|
|
450
|
|
|||||
Add: interest expense
|
122
|
|
|
125
|
|
|
139
|
|
|
162
|
|
|
162
|
|
|||||
Earnings before interest and income tax expense
|
806
|
|
|
1,101
|
|
|
1,324
|
|
|
1,351
|
|
|
1,347
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Add: rent expense
|
202
|
|
|
176
|
|
|
137
|
|
|
125
|
|
|
105
|
|
|||||
Less: estimated depreciation on capitalized operating leases
1
|
(108
|
)
|
|
(94
|
)
|
|
(74
|
)
|
|
(67
|
)
|
|
(56
|
)
|
|||||
Net operating profit
|
900
|
|
|
1,183
|
|
|
1,387
|
|
|
1,409
|
|
|
1,396
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Less: estimated income tax expense
|
(416
|
)
|
|
(456
|
)
|
|
(544
|
)
|
|
(539
|
)
|
|
(530
|
)
|
|||||
Net operating profit after tax
|
|
$484
|
|
|
|
$727
|
|
|
|
$843
|
|
|
|
$870
|
|
|
|
$866
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Average total assets
|
|
$7,917
|
|
|
|
$9,076
|
|
|
|
$8,860
|
|
|
|
$8,398
|
|
|
|
$8,274
|
|
Less: average non-interest-bearing current liabilities
2
|
(3,012
|
)
|
|
(2,993
|
)
|
|
(2,730
|
)
|
|
(2,430
|
)
|
|
(2,262
|
)
|
|||||
Less: average deferred property incentives and deferred rent liability
2
|
(644
|
)
|
|
(548
|
)
|
|
(502
|
)
|
|
(489
|
)
|
|
(494
|
)
|
|||||
Add: average estimated asset base of capitalized operating leases
3
|
1,512
|
|
|
1,236
|
|
|
1,058
|
|
|
929
|
|
|
724
|
|
|||||
Average invested capital
|
|
$5,773
|
|
|
|
$6,771
|
|
|
|
$6,686
|
|
|
|
$6,408
|
|
|
|
$6,242
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Return on assets
|
4.5
|
%
|
|
6.6
|
%
|
|
8.1
|
%
|
|
8.7
|
%
|
|
8.9
|
%
|
|||||
ROIC
|
8.4
|
%
|
|
10.7
|
%
|
|
12.6
|
%
|
|
13.6
|
%
|
|
13.9
|
%
|
Fiscal year
|
2016
|
|
|
2015
|
|
|
2014
|
|
Category and expenditure allocation:
|
|
|
|
|
|
|||
New stores, relocations and remodels
|
61
|
%
|
|
61
|
%
|
|
62
|
%
|
Information technology
|
28
|
%
|
|
33
|
%
|
|
35
|
%
|
Other
1
|
11
|
%
|
|
6
|
%
|
|
3
|
%
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
|
Store count
|
|
Square footage
|
||||||||||||||
Fiscal year
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
Total, beginning of year
|
|
323
|
|
|
292
|
|
|
260
|
|
|
28.6
|
|
|
27.1
|
|
|
26.0
|
|
Store openings
1
:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Nordstrom full-line stores - U.S. and Canada
|
|
3
|
|
|
5
|
|
|
3
|
|
|
0.6
|
|
|
0.8
|
|
|
0.4
|
|
Nordstrom Rack and other stores
2
|
|
24
|
|
|
27
|
|
|
28
|
|
|
0.8
|
|
|
0.9
|
|
|
1.1
|
|
Stores acquired
|
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Stores closed
|
|
(1
|
)
|
|
(1
|
)
|
|
(3
|
)
|
|
(0.2
|
)
|
|
(0.2
|
)
|
|
(0.4
|
)
|
Total, end of year
|
|
349
|
|
|
323
|
|
|
292
|
|
|
29.8
|
|
|
28.6
|
|
|
27.1
|
|
Fiscal year
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Net cash provided by operating activities
|
|
$1,648
|
|
|
|
$2,451
|
|
|
|
$1,220
|
|
Less: capital expenditures
|
(846
|
)
|
|
(1,082
|
)
|
|
(861
|
)
|
|||
Less: cash dividends paid
|
(256
|
)
|
|
(1,185
|
)
|
|
(251
|
)
|
|||
Add: proceeds from sale of credit card receivables originated at third parties
|
—
|
|
|
890
|
|
|
—
|
|
|||
Add (Less): change in credit card receivables originated at third parties
|
—
|
|
|
34
|
|
|
(8
|
)
|
|||
Add (Less): change in cash book overdrafts
|
4
|
|
|
23
|
|
|
(4
|
)
|
|||
Free Cash Flow
|
|
$550
|
|
|
|
$1,131
|
|
|
|
$96
|
|
|
Credit Ratings
|
|
Outlook
|
|
Moody’s
|
Baa1
|
|
Stable
|
|
Standard & Poor’s
|
BBB+
|
|
Negative
|
|
|
|
|
|
|
|
Base Interest
Rate
|
|
Applicable
Margin
|
|
Euro-Dollar Rate Loan
|
LIBOR
|
|
1.02
|
%
|
Canadian Dealer Offer Rate Loan
|
CDOR
|
|
1.02
|
%
|
Base Rate Loan
|
various
|
|
—
|
|
|
2016
1
|
|
|
2015
1
|
|
||
Debt
|
|
$2,774
|
|
|
|
$2,805
|
|
Add: estimated capitalized operating lease liability
2
|
1,616
|
|
|
1,405
|
|
||
Less: fair value hedge adjustment included in long-term debt
|
(12
|
)
|
|
(24
|
)
|
||
Adjusted Debt
|
|
$4,378
|
|
|
|
$4,186
|
|
|
|
|
|
||||
Net earnings
|
354
|
|
|
600
|
|
||
Add: income tax expense
|
330
|
|
|
376
|
|
||
Add: interest expense, net
|
121
|
|
|
125
|
|
||
Earnings before interest and income taxes
|
805
|
|
|
1,101
|
|
||
|
|
|
|
||||
Add: depreciation and amortization expenses
|
645
|
|
|
576
|
|
||
Add: rent expense
|
202
|
|
|
176
|
|
||
Add: non-cash acquisition-related charges
3
|
198
|
|
|
9
|
|
||
EBITDAR
|
|
$1,850
|
|
|
|
$1,862
|
|
|
|
|
|
||||
Debt to Net Earnings
|
7.8
|
|
|
4.7
|
|
||
Adjusted Debt to EBITDAR
|
2.4
|
|
|
2.2
|
|
|
Total
|
|
|
Less than
1 year
|
|
|
1 – 3 years
|
|
|
3 – 5 years
|
|
|
More than
5 years
|
|
|||||
Long-term debt
|
|
$4,409
|
|
|
|
$162
|
|
|
|
$285
|
|
|
|
$1,172
|
|
|
|
$2,790
|
|
Capital lease obligations
|
2
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|||||
Operating leases
|
2,849
|
|
|
277
|
|
|
601
|
|
|
536
|
|
|
1,435
|
|
|||||
Purchase obligations
|
1,661
|
|
|
1,466
|
|
|
193
|
|
|
2
|
|
|
—
|
|
|||||
Other long-term liabilities
|
353
|
|
|
50
|
|
|
57
|
|
|
41
|
|
|
205
|
|
|||||
Total
|
|
$9,274
|
|
|
|
$1,956
|
|
|
|
$1,137
|
|
|
|
$1,751
|
|
|
|
$4,430
|
|
Fiscal year
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Net sales
|
|
$14,498
|
|
|
|
$14,095
|
|
|
|
$13,110
|
|
Credit card revenues, net
|
259
|
|
|
342
|
|
|
396
|
|
|||
Total revenues
|
14,757
|
|
|
14,437
|
|
|
13,506
|
|
|||
Cost of sales and related buying and occupancy costs
|
(9,440
|
)
|
|
(9,168
|
)
|
|
(8,406
|
)
|
|||
Selling, general and administrative expenses
|
(4,315
|
)
|
|
(4,168
|
)
|
|
(3,777
|
)
|
|||
Goodwill impairment
|
(197
|
)
|
|
—
|
|
|
—
|
|
|||
Earnings before interest and income taxes
|
805
|
|
|
1,101
|
|
|
1,323
|
|
|||
Interest expense, net
|
(121
|
)
|
|
(125
|
)
|
|
(138
|
)
|
|||
Earnings before income taxes
|
684
|
|
|
976
|
|
|
1,185
|
|
|||
Income tax expense
|
(330
|
)
|
|
(376
|
)
|
|
(465
|
)
|
|||
Net earnings
|
|
$354
|
|
|
|
$600
|
|
|
|
$720
|
|
|
|
|
|
|
|
||||||
Earnings per share:
|
|
|
|
|
|
||||||
Basic
|
|
$2.05
|
|
|
|
$3.22
|
|
|
|
$3.79
|
|
Diluted
|
|
$2.02
|
|
|
|
$3.15
|
|
|
|
$3.72
|
|
|
|
|
|
|
|
||||||
Weighted-average shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
173.2
|
|
|
186.3
|
|
|
190.0
|
|
|||
Diluted
|
175.6
|
|
|
190.1
|
|
|
193.6
|
|
Fiscal year
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Net earnings
|
|
$354
|
|
|
|
$600
|
|
|
|
$720
|
|
Postretirement plan adjustments, net of tax of ($1), ($15) and $7
|
1
|
|
|
24
|
|
|
(11
|
)
|
|||
Foreign currency translation adjustment
|
14
|
|
|
(18
|
)
|
|
(14
|
)
|
|||
Comprehensive net earnings
|
|
$369
|
|
|
|
$606
|
|
|
|
$695
|
|
|
January 28, 2017
|
|
|
January 30, 2016
|
|
||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
|
$1,007
|
|
|
|
$595
|
|
Accounts receivable, net
|
199
|
|
|
196
|
|
||
Merchandise inventories
|
1,896
|
|
|
1,945
|
|
||
Prepaid expenses and other
|
140
|
|
|
278
|
|
||
Total current assets
|
3,242
|
|
|
3,014
|
|
||
|
|
|
|
||||
Land, property and equipment, net
|
3,897
|
|
|
3,735
|
|
||
Goodwill
|
238
|
|
|
435
|
|
||
Other assets
|
481
|
|
|
514
|
|
||
Total assets
|
|
$7,858
|
|
|
|
$7,698
|
|
|
|
|
|
||||
Liabilities and Shareholders’ Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
|
$1,340
|
|
|
|
$1,324
|
|
Accrued salaries, wages and related benefits
|
455
|
|
|
416
|
|
||
Other current liabilities
|
1,223
|
|
|
1,161
|
|
||
Current portion of long-term debt
|
11
|
|
|
10
|
|
||
Total current liabilities
|
3,029
|
|
|
2,911
|
|
||
|
|
|
|
||||
Long-term debt, net
|
2,763
|
|
|
2,795
|
|
||
Deferred property incentives, net
|
521
|
|
|
540
|
|
||
Other liabilities
|
675
|
|
|
581
|
|
||
|
|
|
|
||||
Commitments and contingencies (Note 10)
|
|
|
|
||||
|
|
|
|
||||
Shareholders’ equity:
|
|
|
|
||||
Common stock, no par value: 1,000 shares authorized; 170.0 and 173.5 shares issued and outstanding
|
2,707
|
|
|
2,539
|
|
||
Accumulated deficit
|
(1,794
|
)
|
|
(1,610
|
)
|
||
Accumulated other comprehensive loss
|
(43
|
)
|
|
(58
|
)
|
||
Total shareholders’ equity
|
870
|
|
|
871
|
|
||
Total liabilities and shareholders’ equity
|
|
$7,858
|
|
|
|
$7,698
|
|
|
|
|
|
|
|
Retained
|
|
|
Accumulated
|
|
|
|
|||||||
|
|
|
|
|
|
Earnings
|
|
|
Other
|
|
|
|
|||||||
|
|
Common Stock
|
|
(Accumulated
|
|
|
Comprehensive
|
|
|
|
|||||||||
|
|
Shares
|
|
|
Amount
|
|
|
Deficit)
|
|
|
Loss
|
|
|
Total
|
|
||||
Balance at February 1, 2014
|
|
191.2
|
|
|
|
$1,827
|
|
|
|
$292
|
|
|
|
($39
|
)
|
|
|
$2,080
|
|
Net earnings
|
|
—
|
|
|
—
|
|
|
720
|
|
|
—
|
|
|
720
|
|
||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(25
|
)
|
|
(25
|
)
|
||||
Dividends ($1.32 per share)
|
|
—
|
|
|
—
|
|
|
(251
|
)
|
|
—
|
|
|
(251
|
)
|
||||
Issuance of common stock for Trunk Club acquisition
|
|
3.7
|
|
|
280
|
|
|
—
|
|
|
—
|
|
|
280
|
|
||||
Issuance of common stock under stock compensation plans
|
|
3.6
|
|
|
161
|
|
|
—
|
|
|
—
|
|
|
161
|
|
||||
Stock-based compensation
|
|
0.5
|
|
|
70
|
|
|
—
|
|
|
—
|
|
|
70
|
|
||||
Repurchase of common stock
|
|
(8.9
|
)
|
|
—
|
|
|
(595
|
)
|
|
—
|
|
|
(595
|
)
|
||||
Balance at January 31, 2015
|
|
190.1
|
|
|
2,338
|
|
|
166
|
|
|
(64
|
)
|
|
2,440
|
|
||||
Net earnings
|
|
—
|
|
|
—
|
|
|
600
|
|
|
—
|
|
|
600
|
|
||||
Other comprehensive earnings
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
6
|
|
||||
Dividends ($1.48 per share)
|
|
—
|
|
|
—
|
|
|
(280
|
)
|
|
—
|
|
|
(280
|
)
|
||||
Special dividend related to the sale of credit card receivables ($4.85 per share)
|
|
—
|
|
|
—
|
|
|
(905
|
)
|
|
—
|
|
|
(905
|
)
|
||||
Issuance of common stock for Trunk Club acquisition
|
|
0.3
|
|
|
23
|
|
|
—
|
|
|
—
|
|
|
23
|
|
||||
Issuance of common stock under stock compensation plans
|
|
2.0
|
|
|
108
|
|
|
—
|
|
|
—
|
|
|
108
|
|
||||
Stock-based compensation
|
|
0.2
|
|
|
70
|
|
|
—
|
|
|
—
|
|
|
70
|
|
||||
Repurchase of common stock
|
|
(19.1
|
)
|
|
—
|
|
|
(1,191
|
)
|
|
—
|
|
|
(1,191
|
)
|
||||
Balance at January 30, 2016
|
|
173.5
|
|
|
2,539
|
|
|
(1,610
|
)
|
|
(58
|
)
|
|
871
|
|
||||
Net earnings
|
|
—
|
|
|
—
|
|
|
354
|
|
|
—
|
|
|
354
|
|
||||
Other comprehensive earnings
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15
|
|
|
15
|
|
||||
Dividends ($1.48 per share)
|
|
—
|
|
|
—
|
|
|
(256
|
)
|
|
—
|
|
|
(256
|
)
|
||||
Issuance of common stock under stock compensation plans
|
|
2.1
|
|
|
83
|
|
|
—
|
|
|
—
|
|
|
83
|
|
||||
Stock-based compensation
|
|
0.3
|
|
|
85
|
|
|
—
|
|
|
—
|
|
|
85
|
|
||||
Repurchase of common stock
|
|
(5.9
|
)
|
|
—
|
|
|
(282
|
)
|
|
—
|
|
|
(282
|
)
|
||||
Balance at January 28, 2017
|
|
170.0
|
|
|
|
$2,707
|
|
|
|
($1,794
|
)
|
|
|
($43
|
)
|
|
|
$870
|
|
Fiscal year
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Operating Activities
|
|
|
|
|
|
||||||
Net earnings
|
|
$354
|
|
|
|
$600
|
|
|
|
$720
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization expenses
|
645
|
|
|
576
|
|
|
508
|
|
|||
Goodwill impairment
|
197
|
|
|
—
|
|
|
—
|
|
|||
Amortization of deferred property incentives and other, net
|
(75
|
)
|
|
(79
|
)
|
|
(76
|
)
|
|||
Deferred income taxes, net
|
(15
|
)
|
|
142
|
|
|
7
|
|
|||
Stock-based compensation expense
|
91
|
|
|
70
|
|
|
68
|
|
|||
Tax (deficiency) benefit from stock-based compensation
|
(1
|
)
|
|
15
|
|
|
20
|
|
|||
Excess tax benefit from stock-based compensation
|
(5
|
)
|
|
(15
|
)
|
|
(22
|
)
|
|||
Bad debt expense
|
—
|
|
|
26
|
|
|
41
|
|
|||
Change in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
(3
|
)
|
|
(56
|
)
|
|
(161
|
)
|
|||
Proceeds from sale of credit card receivables originated at Nordstrom
|
—
|
|
|
1,297
|
|
|
—
|
|
|||
Merchandise inventories
|
31
|
|
|
(203
|
)
|
|
(176
|
)
|
|||
Prepaid expenses and other assets
|
100
|
|
|
(126
|
)
|
|
(4
|
)
|
|||
Accounts payable
|
16
|
|
|
(2
|
)
|
|
15
|
|
|||
Accrued salaries, wages and related benefits
|
33
|
|
|
(2
|
)
|
|
18
|
|
|||
Other current liabilities
|
181
|
|
|
50
|
|
|
155
|
|
|||
Deferred property incentives
|
65
|
|
|
156
|
|
|
110
|
|
|||
Other liabilities
|
34
|
|
|
2
|
|
|
(3
|
)
|
|||
Net cash provided by operating activities
|
1,648
|
|
|
2,451
|
|
|
1,220
|
|
|||
|
|
|
|
|
|
||||||
Investing Activities
|
|
|
|
|
|
||||||
Capital expenditures
|
(846
|
)
|
|
(1,082
|
)
|
|
(861
|
)
|
|||
Change in credit card receivables originated at third parties
|
—
|
|
|
34
|
|
|
(8
|
)
|
|||
Proceeds from sale of credit card receivables originated at third parties
|
—
|
|
|
890
|
|
|
—
|
|
|||
Other, net
|
55
|
|
|
14
|
|
|
(20
|
)
|
|||
Net cash used in investing activities
|
(791
|
)
|
|
(144
|
)
|
|
(889
|
)
|
|||
|
|
|
|
|
|
||||||
Financing Activities
|
|
|
|
|
|
||||||
Proceeds from long-term borrowings, net of discounts
|
—
|
|
|
16
|
|
|
34
|
|
|||
Principal payments on long-term borrowings
|
(10
|
)
|
|
(8
|
)
|
|
(7
|
)
|
|||
Defeasance of long-term debt
|
—
|
|
|
(339
|
)
|
|
—
|
|
|||
Increase (decrease) in cash book overdrafts
|
4
|
|
|
23
|
|
|
(4
|
)
|
|||
Cash dividends paid
|
(256
|
)
|
|
(1,185
|
)
|
|
(251
|
)
|
|||
Payments for repurchase of common stock
|
(277
|
)
|
|
(1,192
|
)
|
|
(610
|
)
|
|||
Proceeds from issuances under stock compensation plans
|
83
|
|
|
94
|
|
|
141
|
|
|||
Excess tax benefit from stock-based compensation
|
5
|
|
|
15
|
|
|
22
|
|
|||
Other, net
|
6
|
|
|
37
|
|
|
(23
|
)
|
|||
Net cash used in financing activities
|
(445
|
)
|
|
(2,539
|
)
|
|
(698
|
)
|
|||
|
|
|
|
|
|
||||||
Net increase (decrease) in cash and cash equivalents
|
412
|
|
|
(232
|
)
|
|
(367
|
)
|
|||
Cash and cash equivalents at beginning of year
|
595
|
|
|
827
|
|
|
1,194
|
|
|||
Cash and cash equivalents at end of year
|
|
$1,007
|
|
|
|
$595
|
|
|
|
$827
|
|
|
|
|
|
|
|
||||||
Supplemental Cash Flow Information
|
|
|
|
|
|
||||||
Cash paid during the year for:
|
|
|
|
|
|
||||||
Income taxes, net of refunds
|
|
$112
|
|
|
|
$383
|
|
|
|
$391
|
|
Interest, net of capitalized interest
|
134
|
|
|
136
|
|
|
152
|
|
|||
|
|
|
|
|
|
||||||
Non-cash investing and financing activities:
|
|
|
|
|
|
||||||
Beneficial interest asset acquired from the sale of credit card receivables
|
—
|
|
|
62
|
|
|
—
|
|
|||
Issuance of common stock for Trunk Club acquisition
|
—
|
|
|
23
|
|
|
280
|
|
Fiscal year
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Allowance at beginning of year
|
|
$170
|
|
|
|
$160
|
|
|
|
$128
|
|
Charged to costs and expenses
|
3,023
|
|
|
2,720
|
|
|
2,129
|
|
|||
Deductions
1
|
(3,006
|
)
|
|
(2,710
|
)
|
|
(2,097
|
)
|
|||
Allowance at end of year
|
|
$187
|
|
|
|
$170
|
|
|
|
$160
|
|
Fiscal year
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Cosmetic expenses
|
|
$166
|
|
|
|
$161
|
|
|
|
$140
|
|
Purchase price adjustments
|
179
|
|
|
178
|
|
|
164
|
|
|||
Cooperative advertising
|
114
|
|
|
109
|
|
|
102
|
|
|||
Other
|
6
|
|
|
7
|
|
|
7
|
|
|||
Total vendor allowances
|
|
$465
|
|
|
|
$455
|
|
|
|
$413
|
|
Asset
|
Life (in years)
|
Buildings and improvements
|
5 – 40
|
Store fixtures and equipment
|
3 – 15
|
Leasehold improvements
|
5 – 40
|
Capitalized software
|
3 – 7
|
|
Trunk Club
|
|
|
HauteLook
|
|
|
Other
1
|
|
|
Total
|
|
||||
Balance at February 1, 2014
|
|
$—
|
|
|
|
$121
|
|
|
|
$53
|
|
|
|
$174
|
|
Additions
|
261
|
|
|
—
|
|
|
—
|
|
|
261
|
|
||||
Balance at January 31, 2015
|
261
|
|
|
121
|
|
|
53
|
|
|
435
|
|
||||
Additions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Balance at January 30, 2016
|
261
|
|
|
121
|
|
|
53
|
|
|
435
|
|
||||
Impairment
|
(197
|
)
|
|
—
|
|
|
—
|
|
|
(197
|
)
|
||||
Balance at January 28, 2017
|
|
$64
|
|
|
|
$121
|
|
|
|
$53
|
|
|
|
$238
|
|
|
January 28, 2017
|
|
|
January 30, 2016
|
|
||
Land and land improvements
|
|
$107
|
|
|
|
$104
|
|
Buildings and building improvements
|
1,198
|
|
|
1,187
|
|
||
Leasehold improvements
|
2,938
|
|
|
2,686
|
|
||
Store fixtures and equipment
|
3,513
|
|
|
3,339
|
|
||
Capitalized software
|
1,183
|
|
|
928
|
|
||
Construction in progress
|
554
|
|
|
599
|
|
||
Land, property and equipment
|
9,493
|
|
|
8,843
|
|
||
Less: accumulated depreciation and amortization
|
(5,596
|
)
|
|
(5,108
|
)
|
||
Land, property and equipment, net
|
|
$3,897
|
|
|
|
$3,735
|
|
|
January 28, 2017
|
|
|
January 30, 2016
|
|
||
Workers’ compensation
|
|
$69
|
|
|
|
$68
|
|
Employee health and welfare
|
29
|
|
|
28
|
|
||
Other liability
|
16
|
|
|
16
|
|
||
Total self-insurance reserve
|
|
$114
|
|
|
|
$112
|
|
|
January 28, 2017
|
|
|
January 30, 2016
|
|
||
Change in benefit obligation:
|
|
|
|
||||
Benefit obligation at beginning of year
|
|
$181
|
|
|
|
$203
|
|
Participant service cost
|
3
|
|
|
3
|
|
||
Interest cost
|
7
|
|
|
7
|
|
||
Benefits paid
|
(7
|
)
|
|
(6
|
)
|
||
Actuarial loss (gain)
|
4
|
|
|
(26
|
)
|
||
Benefit obligation at end of year
|
188
|
|
|
181
|
|
||
Change in plan assets:
|
|
|
|
||||
Fair value of plan assets at beginning of year
|
—
|
|
|
—
|
|
||
Employer contribution
|
7
|
|
|
6
|
|
||
Benefits paid
|
(7
|
)
|
|
(6
|
)
|
||
Fair value of plan assets at end of year
|
—
|
|
|
—
|
|
||
Underfunded status at end of year
|
|
($188
|
)
|
|
|
($181
|
)
|
|
January 28, 2017
|
|
|
January 30, 2016
|
|
||
Accrued salaries, wages and related benefits
|
|
$8
|
|
|
|
$8
|
|
Other noncurrent liabilities
|
180
|
|
|
173
|
|
||
Net amount recognized
|
|
$188
|
|
|
|
$181
|
|
Fiscal year
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Participant service cost
|
|
$3
|
|
|
|
$3
|
|
|
|
$3
|
|
Interest cost
|
7
|
|
|
7
|
|
|
7
|
|
|||
Amortization of net loss and other
|
3
|
|
|
11
|
|
|
6
|
|
|||
Total SERP expense
|
|
$13
|
|
|
|
$21
|
|
|
|
$16
|
|
|
January 28, 2017
|
|
|
January 30, 2016
|
|
||
Accumulated loss
|
|
($41
|
)
|
|
|
($41
|
)
|
Prior service credit
|
4
|
|
|
5
|
|
||
Total accumulated other comprehensive loss
|
|
($37
|
)
|
|
|
($36
|
)
|
Fiscal year
|
2016
|
|
|
2015
|
|
|
2014
|
|
Assumptions used to determine benefit obligation:
|
|
|
|
|
|
|||
Discount rate
|
4.31
|
%
|
|
4.55
|
%
|
|
3.70
|
%
|
Rate of compensation increase
|
3.00
|
%
|
|
3.00
|
%
|
|
3.00
|
%
|
Assumptions used to determine SERP expense:
|
|
|
|
|
|
|||
Discount rate
|
4.55
|
%
|
|
3.70
|
%
|
|
4.60
|
%
|
Rate of compensation increase
|
3.00
|
%
|
|
3.00
|
%
|
|
3.00
|
%
|
Fiscal year
|
|
||
2017
|
|
$8
|
|
2018
|
9
|
|
|
2019
|
10
|
|
|
2020
|
11
|
|
|
2021
|
11
|
|
|
2022 – 2026
|
60
|
|
|
January 28, 2017
|
|
|
January 30, 2016
|
|
||
Secured
|
|
|
|
||||
Mortgage payable, 7.68%, due April 2020
|
24
|
|
|
30
|
|
||
Other
|
3
|
|
|
5
|
|
||
Total secured debt
|
27
|
|
|
35
|
|
||
Unsecured
|
|
|
|
||||
Net of unamortized discount:
|
|
|
|
||||
Senior notes, 6.25%, due January 2018
|
650
|
|
|
649
|
|
||
Senior notes, 4.75%, due May 2020
|
499
|
|
|
499
|
|
||
Senior notes, 4.00%, due October 2021
|
500
|
|
|
500
|
|
||
Senior debentures, 6.95%, due March 2028
|
300
|
|
|
300
|
|
||
Senior notes, 7.00%, due January 2038
|
146
|
|
|
146
|
|
||
Senior notes, 5.00%, due January 2044
|
602
|
|
|
600
|
|
||
Other
|
50
|
|
|
76
|
|
||
Total unsecured debt
|
2,747
|
|
|
2,770
|
|
||
|
|
|
|
||||
Total long-term debt
|
2,774
|
|
|
2,805
|
|
||
Less: current portion
|
(11
|
)
|
|
(10
|
)
|
||
Total due beyond one year
|
|
$2,763
|
|
|
|
$2,795
|
|
Fiscal year
|
|
||
2017
|
|
$10
|
|
2018
|
56
|
|
|
2019
|
8
|
|
|
2020
|
502
|
|
|
2021
|
500
|
|
|
Thereafter
|
1,764
|
|
Fiscal year
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Interest on long-term debt and short-term borrowings
|
|
$147
|
|
|
|
$153
|
|
|
|
$156
|
|
Less:
|
|
|
|
|
|
||||||
Interest income
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||
Capitalized interest
|
(25
|
)
|
|
(28
|
)
|
|
(17
|
)
|
|||
Interest expense, net
|
|
$121
|
|
|
|
$125
|
|
|
|
$138
|
|
|
January 28, 2017
|
|
January 30, 2016
|
||||||||
|
Minimum
|
|
|
Maximum
|
|
|
Minimum
|
|
|
Maximum
|
|
Discount rate
|
12
|
%
|
|
12
|
%
|
|
12
|
%
|
|
12
|
%
|
Monthly payment rate
|
6
|
%
|
|
10
|
%
|
|
6
|
%
|
|
18
|
%
|
Annual credit loss rate
|
3
|
%
|
|
4
|
%
|
|
2
|
%
|
|
4
|
%
|
Annual revenues as a percent to credit card receivables
|
15
|
%
|
|
18
|
%
|
|
10
|
%
|
|
18
|
%
|
Annual expenses as a percent to credit card receivables
|
5
|
%
|
|
9
|
%
|
|
4
|
%
|
|
9
|
%
|
|
January 28, 2017
|
|
|
January 30, 2016
|
|
||
Carrying value of long-term debt
|
|
$2,774
|
|
|
|
$2,805
|
|
Fair value of long-term debt
|
2,949
|
|
|
3,077
|
|
Fiscal year
|
Capital leases
|
|
|
Operating leases
|
|
||
2017
|
|
$1
|
|
|
|
$277
|
|
2018
|
1
|
|
|
302
|
|
||
2019
|
—
|
|
|
299
|
|
||
2020
|
—
|
|
|
280
|
|
||
2021
|
—
|
|
|
256
|
|
||
Thereafter
|
—
|
|
|
1,435
|
|
||
Total minimum lease payments
|
|
$2
|
|
|
|
$2,849
|
|
Less: amount representing interest
|
—
|
|
|
|
|||
Present value of net minimum lease payments
|
|
$2
|
|
|
|
Fiscal year
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Minimum rent:
|
|
|
|
|
|
||||||
Store locations
|
|
$230
|
|
|
|
$204
|
|
|
|
$170
|
|
Offices, warehouses and equipment
|
40
|
|
|
41
|
|
|
36
|
|
|||
Percentage rent
|
12
|
|
|
13
|
|
|
14
|
|
|||
Property incentives
|
(80
|
)
|
|
(82
|
)
|
|
(83
|
)
|
|||
Total rent expense
|
|
$202
|
|
|
|
$176
|
|
|
|
$137
|
|
|
Shares
|
|
|
Average price
per share
|
|
|
Amount
|
|
||
Capacity at February 1, 2014
|
|
|
|
|
|
$670
|
|
|||
September 2014 authorization (ended March 1, 2016)
|
|
|
|
|
1,000
|
|
||||
Shares repurchased
|
8.9
|
|
|
|
$66
|
|
|
(595
|
)
|
|
Capacity at January 31, 2015
|
|
|
|
|
1,075
|
|
||||
October 2015 authorization (ended March 1, 2017)
|
|
|
|
|
1,000
|
|
||||
Shares repurchased
|
19.1
|
|
|
|
$63
|
|
|
(1,191
|
)
|
|
Expiration of unused capacity in March 2015
|
|
|
|
|
(73
|
)
|
||||
Capacity at January 30, 2016
|
|
|
|
|
811
|
|
||||
Shares repurchased
|
5.9
|
|
|
|
$48
|
|
|
(282
|
)
|
|
Capacity at January 28, 2017
|
|
|
|
|
|
$529
|
|
Fiscal year
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Stock options
|
|
$36
|
|
|
|
$33
|
|
|
|
$37
|
|
Restricted stock units
|
34
|
|
|
18
|
|
|
10
|
|
|||
Acquisition-related stock compensation
|
15
|
|
|
17
|
|
|
11
|
|
|||
Performance share units
|
1
|
|
|
(3
|
)
|
|
6
|
|
|||
Other
|
5
|
|
|
5
|
|
|
4
|
|
|||
Total stock-based compensation expense, before income tax benefit
|
91
|
|
|
70
|
|
|
68
|
|
|||
Income tax benefit
|
(28
|
)
|
|
(21
|
)
|
|
(23
|
)
|
|||
Total stock-based compensation expense, net of income tax benefit
|
|
$63
|
|
|
|
$49
|
|
|
|
$45
|
|
Fiscal year
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Cost of sales and related buying and occupancy costs
|
|
$25
|
|
|
|
$20
|
|
|
|
$17
|
|
Selling, general and administrative expenses
|
66
|
|
|
50
|
|
|
51
|
|
|||
Total stock-based compensation expense, before income tax benefit
|
|
$91
|
|
|
|
$70
|
|
|
|
$68
|
|
Fiscal Year
|
2016
|
|
|
2015
|
|
|
2014
1
|
|
||||
Assumptions
|
|
|
|
|
|
|||||||
|
Risk-free interest rate:
Represents the yield on U.S. Treasury zero-coupon securities that mature over the 10-year life of the stock options.
|
0.7% – 1.9%
|
|
|
0.2% – 2.1%
|
|
|
0.2% – 2.6%
|
|
|||
|
Weighted-average volatility:
Based on a combination of the historical volatility of our common stock and the implied volatility of exchange-traded options for our common stock.
|
36.8
|
%
|
|
29.4
|
%
|
|
30.1
|
%
|
|||
|
Weighted-average expected dividend yield:
Our forecasted dividend yield for the next 10 years.
|
2.2
|
%
|
|
1.8
|
%
|
|
2.2
|
%
|
|||
|
Expected life in years:
Represents the estimated period of time until option exercise. The expected term of options granted was derived from the output of the Binomial Lattice option valuation model and was based on our historical exercise behavior, taking into consideration the contractual term of the option and our employees’ expected exercise and post-vesting employment termination behavior.
|
6.9
|
|
|
6.7
|
|
|
6.8
|
|
|||
|
|
|
|
|
|
|
||||||
Grant Date Information
|
|
|
|
|
|
|||||||
|
Date of grant
|
February 29, 2016
|
|
|
February 24, 2015
|
|
|
March 3, 2014
|
|
|||
|
Weighted-average fair value per option
|
|
$16
|
|
|
|
$21
|
|
|
|
$16
|
|
|
Exercise price per option
|
|
$51
|
|
|
|
$81
|
|
|
|
$61
|
|
Fiscal year
|
2016
|
|||||||||||||
|
Shares
|
|
|
Weighted-
average
exercise price
|
|
|
Weighted-average
remaining
contractual
life (years)
|
|
|
Aggregate
intrinsic
value
|
|
|||
Outstanding, beginning of year
|
13.2
|
|
|
|
$47
|
|
|
|
|
|
||||
Granted
|
2.9
|
|
|
50
|
|
|
|
|
|
|||||
Exercised
|
(1.7
|
)
|
|
37
|
|
|
|
|
|
|||||
Forfeited or cancelled
|
(0.9
|
)
|
|
57
|
|
|
|
|
|
|||||
Outstanding, end of year
|
13.5
|
|
|
|
$48
|
|
|
6
|
|
|
|
$45
|
|
|
Exercisable, end of year
|
8.1
|
|
|
|
$43
|
|
|
5
|
|
|
|
$43
|
|
|
Vested or expected to vest, end of year
|
13.0
|
|
|
|
$48
|
|
|
6
|
|
|
|
$45
|
|
|
|
|
|
|
|
|
|
|
|||||||
Fiscal year
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
||||
Aggregate intrinsic value of options exercised
|
|
|
|
$30
|
|
|
|
$62
|
|
|
|
$97
|
|
|
Fair value of stock options vested
|
|
|
|
$40
|
|
|
|
$44
|
|
|
|
$41
|
|
Fiscal year
|
2016
|
|||||
|
Shares
|
|
|
Weighted-average grant date fair value per unit
|
|
|
Outstanding, beginning of year
|
0.9
|
|
|
|
$66
|
|
Granted
|
1.9
|
|
|
44
|
|
|
Vested
|
(0.3
|
)
|
|
65
|
|
|
Forfeited or cancelled
|
(0.2
|
)
|
|
55
|
|
|
Outstanding, end of year
|
2.3
|
|
|
|
$49
|
|
Fiscal year
|
2016
|
|
Outstanding units, beginning of year
|
0.3
|
|
Granted
|
0.1
|
|
Vested
|
(0.1
|
)
|
Forfeited or cancelled
|
(0.1
|
)
|
Outstanding units, end of year
|
0.2
|
|
Fiscal year
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
U.S.
|
|
$687
|
|
|
|
$996
|
|
|
|
$1,196
|
|
Foreign
|
(3
|
)
|
|
(20
|
)
|
|
(11
|
)
|
|||
Earnings before income taxes
|
|
$684
|
|
|
|
$976
|
|
|
|
$1,185
|
|
Fiscal year
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Current income taxes:
|
|
|
|
|
|
||||||
Federal
|
|
$290
|
|
|
|
$202
|
|
|
|
$397
|
|
State and local
|
54
|
|
|
32
|
|
|
61
|
|
|||
Foreign
|
1
|
|
|
—
|
|
|
—
|
|
|||
Total current income tax expense
|
345
|
|
|
234
|
|
|
458
|
|
|||
Deferred income taxes:
|
|
|
|
|
|
||||||
Federal
|
(17
|
)
|
|
123
|
|
|
9
|
|
|||
State and local
|
(5
|
)
|
|
23
|
|
|
2
|
|
|||
Foreign
|
7
|
|
|
(4
|
)
|
|
(4
|
)
|
|||
Total deferred income tax (benefit) expense
|
(15
|
)
|
|
142
|
|
|
7
|
|
|||
Total income tax expense
|
|
$330
|
|
|
|
$376
|
|
|
|
$465
|
|
Fiscal year
|
2016
|
|
|
2015
|
|
|
2014
|
|
Statutory rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
Goodwill impairment
|
10.1
|
%
|
|
—
|
|
|
—
|
|
State and local income taxes, net of federal income taxes
|
5.1
|
%
|
|
4.1
|
%
|
|
3.8
|
%
|
Non-deductible acquisition-related items
|
0.6
|
%
|
|
0.4
|
%
|
|
0.9
|
%
|
Federal credits
|
(0.6
|
%)
|
|
(0.6
|
%)
|
|
(0.2
|
%)
|
Other, net
|
(2.0
|
%)
|
|
(0.3
|
%)
|
|
(0.3
|
%)
|
Effective tax rate
|
48.2
|
%
|
|
38.6
|
%
|
|
39.2
|
%
|
|
January 28, 2017
|
|
|
January 30, 2016
|
|
||
Compensation and benefits accruals
|
|
$209
|
|
|
|
$194
|
|
Allowance for sales returns
|
76
|
|
|
73
|
|
||
Credit card receivable transaction
|
13
|
|
|
28
|
|
||
Accrued expenses
|
39
|
|
|
48
|
|
||
Merchandise inventories
|
43
|
|
|
35
|
|
||
Gift cards
|
33
|
|
|
29
|
|
||
Nordstrom Notes
|
—
|
|
|
24
|
|
||
Federal benefit of state taxes
|
18
|
|
|
4
|
|
||
Net operating losses
|
12
|
|
|
7
|
|
||
Gain on sale of interest rate swap
|
4
|
|
|
9
|
|
||
Other
|
18
|
|
|
7
|
|
||
Total deferred tax assets
|
465
|
|
|
458
|
|
||
Valuation allowance
|
(37
|
)
|
|
(1
|
)
|
||
Total net deferred tax assets
|
428
|
|
|
457
|
|
||
Land, property and equipment basis and depreciation differences
|
(258
|
)
|
|
(301
|
)
|
||
Debt exchange premium
|
(23
|
)
|
|
(23
|
)
|
||
Total deferred tax liabilities
|
(281
|
)
|
|
(324
|
)
|
||
Net deferred tax assets
|
|
$147
|
|
|
|
$133
|
|
Fiscal year
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Unrecognized tax benefit at beginning of year
|
|
$19
|
|
|
|
$15
|
|
|
|
$14
|
|
Gross increase to tax positions in prior periods
|
16
|
|
|
6
|
|
|
9
|
|
|||
Gross decrease to tax positions in prior periods
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
|||
Gross increase to tax positions in current period
|
2
|
|
|
2
|
|
|
2
|
|
|||
Lapses in statute
|
(5
|
)
|
|
(2
|
)
|
|
(3
|
)
|
|||
Settlements
|
—
|
|
|
—
|
|
|
(5
|
)
|
|||
Unrecognized tax benefit at end of year
|
|
$32
|
|
|
|
$19
|
|
|
|
$15
|
|
Fiscal year
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Net earnings
|
|
$354
|
|
|
|
$600
|
|
|
|
$720
|
|
|
|
|
|
|
|
||||||
Basic shares
|
173.2
|
|
|
186.3
|
|
|
190.0
|
|
|||
Dilutive effect of common stock equivalents
|
2.4
|
|
|
3.8
|
|
|
3.6
|
|
|||
Diluted shares
|
175.6
|
|
|
190.1
|
|
|
193.6
|
|
|||
|
|
|
|
|
|
||||||
Earnings per basic share
|
|
$2.05
|
|
|
|
$3.22
|
|
|
|
$3.79
|
|
Earnings per diluted share
|
|
$2.02
|
|
|
|
$3.15
|
|
|
|
$3.72
|
|
|
|
|
|
|
|
||||||
Anti-dilutive stock options and other
|
8.0
|
|
|
2.3
|
|
|
2.1
|
|
|
Retail
|
|
|
Corporate/Other
|
|
|
Total Retail Business
|
|
|
Credit
|
|
|
Total
|
|
|||||
Fiscal year 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$14,768
|
|
|
|
($270
|
)
|
|
|
$14,498
|
|
|
|
$—
|
|
|
|
$14,498
|
|
Credit card revenues, net
|
—
|
|
|
—
|
|
|
—
|
|
|
259
|
|
|
259
|
|
|||||
Earnings (loss) before interest and income taxes
|
1,006
|
|
|
(298
|
)
|
|
708
|
|
|
97
|
|
|
805
|
|
|||||
Interest expense, net
|
—
|
|
|
(121
|
)
|
|
(121
|
)
|
|
—
|
|
|
(121
|
)
|
|||||
Earnings (loss) before income taxes
|
1,006
|
|
|
(419
|
)
|
|
587
|
|
|
97
|
|
|
684
|
|
|||||
Capital expenditures
|
593
|
|
|
249
|
|
|
842
|
|
|
4
|
|
|
846
|
|
|||||
Depreciation and amortization
|
456
|
|
|
182
|
|
|
638
|
|
|
7
|
|
|
645
|
|
|||||
Assets
|
5,291
|
|
|
2,088
|
|
|
7,379
|
|
|
479
|
|
|
7,858
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Fiscal year 2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$14,376
|
|
|
|
($281
|
)
|
|
|
$14,095
|
|
|
|
$—
|
|
|
|
$14,095
|
|
Credit card revenues, net
|
—
|
|
|
—
|
|
|
—
|
|
|
342
|
|
|
342
|
|
|||||
Earnings (loss) before interest and income taxes
|
1,220
|
|
|
(302
|
)
|
|
918
|
|
|
183
|
|
|
1,101
|
|
|||||
Interest expense, net
|
—
|
|
|
(112
|
)
|
|
(112
|
)
|
|
(13
|
)
|
|
(125
|
)
|
|||||
Earnings (loss) before income taxes
|
1,220
|
|
|
(414
|
)
|
|
806
|
|
|
170
|
|
|
976
|
|
|||||
Capital expenditures
|
837
|
|
|
241
|
|
|
1,078
|
|
|
4
|
|
|
1,082
|
|
|||||
Depreciation and amortization
|
428
|
|
|
143
|
|
|
571
|
|
|
5
|
|
|
576
|
|
|||||
Assets
|
5,460
|
|
|
1,720
|
|
|
7,180
|
|
|
518
|
|
|
7,698
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Fiscal year 2014
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$13,369
|
|
|
|
($259
|
)
|
|
|
$13,110
|
|
|
|
$—
|
|
|
|
$13,110
|
|
Credit card revenues, net
|
—
|
|
|
—
|
|
|
—
|
|
|
396
|
|
|
396
|
|
|||||
Earnings (loss) before interest and income taxes
|
1,382
|
|
|
(261
|
)
|
|
1,121
|
|
|
202
|
|
|
1,323
|
|
|||||
Interest expense, net
|
—
|
|
|
(120
|
)
|
|
(120
|
)
|
|
(18
|
)
|
|
(138
|
)
|
|||||
Earnings (loss) before income taxes
|
1,382
|
|
|
(381
|
)
|
|
1,001
|
|
|
184
|
|
|
1,185
|
|
|||||
Capital expenditures
|
683
|
|
|
172
|
|
|
855
|
|
|
6
|
|
|
861
|
|
|||||
Depreciation and amortization
|
393
|
|
|
112
|
|
|
505
|
|
|
3
|
|
|
508
|
|
|||||
Assets
|
5,103
|
|
|
1,781
|
|
|
6,884
|
|
|
2,361
|
|
|
9,245
|
|
Fiscal year
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Nordstrom full-line stores - U.S.
|
|
$7,186
|
|
|
|
$7,633
|
|
|
|
$7,682
|
|
Nordstrom.com
|
2,519
|
|
|
2,300
|
|
|
1,996
|
|
|||
Nordstrom
|
9,705
|
|
|
9,933
|
|
|
9,678
|
|
|||
|
|
|
|
|
|
||||||
Nordstrom Rack
|
3,809
|
|
|
3,533
|
|
|
3,215
|
|
|||
Nordstromrack.com/HauteLook
|
700
|
|
|
532
|
|
|
360
|
|
|||
Off-price
|
4,509
|
|
|
4,065
|
|
|
3,575
|
|
|||
|
|
|
|
|
|
||||||
Other retail
1
|
554
|
|
|
378
|
|
|
116
|
|
|||
Total Retail segment
|
14,768
|
|
|
14,376
|
|
|
13,369
|
|
|||
Corporate/Other
|
(270
|
)
|
|
(281
|
)
|
|
(259
|
)
|
|||
Total net sales
|
|
$14,498
|
|
|
|
$14,095
|
|
|
|
$13,110
|
|
Fiscal year
|
2016
|
|
|
2015
|
|
|
2014
|
|
Women’s Apparel
|
32
|
%
|
|
31
|
%
|
|
30
|
%
|
Shoes
|
23
|
%
|
|
23
|
%
|
|
23
|
%
|
Men’s Apparel
|
17
|
%
|
|
17
|
%
|
|
16
|
%
|
Women’s Accessories
|
11
|
%
|
|
12
|
%
|
|
14
|
%
|
Beauty
|
11
|
%
|
|
11
|
%
|
|
11
|
%
|
Kids’ Apparel
|
3
|
%
|
|
3
|
%
|
|
4
|
%
|
Other
|
3
|
%
|
|
3
|
%
|
|
2
|
%
|
Total net sales
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
1st Quarter
|
|
|
2nd Quarter
|
|
|
3rd Quarter
|
|
|
4th Quarter
|
|
|
Total
|
|
|||||
Fiscal year 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$3,192
|
|
|
|
$3,592
|
|
|
|
$3,472
|
|
|
|
$4,243
|
|
|
|
$14,498
|
|
Comparable sales (decrease) increase
2
|
(1.7
|
%)
|
|
(1.2
|
%)
|
|
2.4
|
%
|
|
(0.9
|
%)
|
|
(0.4
|
%)
|
|||||
Credit card revenues, net
|
57
|
|
|
59
|
|
|
70
|
|
|
73
|
|
|
259
|
|
|||||
Gross profit
|
1,092
|
|
|
1,233
|
|
|
1,211
|
|
|
1,523
|
|
|
5,058
|
|
|||||
Selling, general and administrative expenses
|
(1,043
|
)
|
|
(1,071
|
)
|
|
(1,029
|
)
|
|
(1,172
|
)
|
|
(4,315
|
)
|
|||||
Goodwill impairment
|
—
|
|
|
—
|
|
|
(197
|
)
|
|
—
|
|
|
(197
|
)
|
|||||
Earnings before interest and income taxes
|
106
|
|
|
221
|
|
|
55
|
|
|
424
|
|
|
805
|
|
|||||
Net earnings (loss)
|
46
|
|
|
117
|
|
|
(10
|
)
|
|
201
|
|
|
354
|
|
|||||
Earnings (Loss) per basic share
|
|
$0.27
|
|
|
|
$0.67
|
|
|
|
($0.06
|
)
|
|
|
$1.17
|
|
|
|
$2.05
|
|
Earnings (Loss) per diluted share
3
|
|
$0.26
|
|
|
|
$0.67
|
|
|
|
($0.06
|
)
|
|
|
$1.15
|
|
|
|
$2.02
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fiscal year 2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$3,115
|
|
|
|
$3,598
|
|
|
|
$3,239
|
|
|
|
$4,143
|
|
|
|
$14,095
|
|
Comparable sales increase
|
4.4
|
%
|
|
4.9
|
%
|
|
0.9
|
%
|
|
1.0
|
%
|
|
2.7
|
%
|
|||||
Credit card revenues, net
4
|
100
|
|
|
103
|
|
|
89
|
|
|
51
|
|
|
342
|
|
|||||
Gross profit
|
1,116
|
|
|
1,271
|
|
|
1,097
|
|
|
1,443
|
|
|
4,927
|
|
|||||
Selling, general and administrative expenses
|
(971
|
)
|
|
(997
|
)
|
|
(1,031
|
)
|
|
(1,170
|
)
|
|
(4,168
|
)
|
|||||
Earnings before interest and income taxes
|
245
|
|
|
377
|
|
|
155
|
|
|
324
|
|
|
1,101
|
|
|||||
Net earnings
|
128
|
|
|
211
|
|
|
81
|
|
|
180
|
|
|
600
|
|
|||||
Earnings per basic share
|
|
$0.67
|
|
|
|
$1.11
|
|
|
|
$0.43
|
|
|
|
$1.01
|
|
|
|
$3.22
|
|
Earnings per diluted share
|
|
$0.66
|
|
|
|
$1.09
|
|
|
|
$0.42
|
|
|
|
$1.00
|
|
|
|
$3.15
|
|
|
Page
|
Report of Independent Registered Public Accounting Firm
|
|
Consolidated Statements of Earnings
|
|
Consolidated Statements of Comprehensive Earnings
|
|
Consolidated Balance Sheets
|
|
Consolidated Statements of Shareholders’ Equity
|
|
Consolidated Statements of Cash Flows
|
|
Management’s Report on Internal Control Over Financial Reporting
|
|
Report of Independent Registered Public Accounting Firm
|
|
NORDSTROM, INC.
|
|
|
|
(Registrant)
|
|
|
|
|
|
|
|
|
/s/
|
Michael G. Koppel
|
|
|
|
Michael G. Koppel
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
Principal Financial Officer:
|
|
Principal Executive Officer:
|
||
|
|
|
|
|
/s/
|
Michael G. Koppel
|
|
/s/
|
Blake W. Nordstrom
|
|
Michael G. Koppel
|
|
|
Blake W. Nordstrom
|
|
Executive Vice President and Chief Financial Officer
|
|
|
Co-President
|
|
|
|
|
|
Principal Accounting Officer:
|
|
|
|
|
|
|
|
|
|
/s/
|
James A. Howell
|
|
|
|
|
James A. Howell
|
|
|
|
|
Executive Vice President, Finance and Treasurer
|
|
|
|
|
|
|
|
|
Directors:
|
|
|
|
|
|
|
|
|
|
/s/
|
Shellye L. Archambeau
|
|
/s/
|
Tanya L. Domier
|
|
Shellye L. Archambeau
|
|
|
Tanya L. Domier
|
|
Director
|
|
|
Director
|
|
|
|
|
|
/s/
|
Enrique Hernandez, Jr.
|
|
/s/
|
Blake W. Nordstrom
|
|
Enrique Hernandez, Jr.
|
|
|
Blake W. Nordstrom
|
|
Director
|
|
|
Director
|
|
|
|
|
|
/s/
|
Erik B. Nordstrom
|
|
/s/
|
Peter E. Nordstrom
|
|
Erik B. Nordstrom
|
|
|
Peter E. Nordstrom
|
|
Director
|
|
|
Director
|
|
|
|
|
|
/s/
|
Philip G. Satre
|
|
/s/
|
Brad D. Smith
|
|
Philip G. Satre
|
|
|
Brad D. Smith
|
|
Chairman of the Board of Directors
|
|
|
Director
|
|
|
|
|
|
/s/
|
Gordon A. Smith
|
|
/s/
|
Bradley D. Tilden
|
|
Gordon A. Smith
|
|
|
Bradley D. Tilden
|
|
Director
|
|
|
Director
|
|
|
|
|
|
/s/
|
B. Kevin Turner
|
|
/s/
|
Robert D. Walter
|
|
B. Kevin Turner
|
|
|
Robert D. Walter
|
|
Director
|
|
|
Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date:
|
March 20, 2017
|
|
|
|
|
Exhibit
|
|
Method of Filing
|
10.68
|
Commitment of Nordstrom, Inc. to Nordstrom fsb dated June 17, 2004
|
|
Incorporated by reference from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2004, Exhibit 10.4
|
|
|
|
|
10.69
|
Nordstrom fsb Segregated Earmarked Deposit Agreement and Security Agreement by and between Nordstrom fsb and Nordstrom, Inc. dated July 1, 2004
|
|
Incorporated by reference from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2004, Exhibit 10.5
|
|
|
|
|
10.70
|
Revolving Credit Agreement dated April 1, 2015, between Registrant and each of the initial lenders named therein as lenders; Bank of America, N.A. as administrative agent; Wells Fargo Bank, National Association and U.S. Bank, National Association as co-syndication agents; and Fifth Third Bank as managing agent.
|
|
Incorporated by reference from the Registrant’s Form 8-K filed on April 6, 2015, Exhibit 10.1
|
|
|
|
|
10.71
|
First Amendment to Revolving Credit Agreement dated March 31, 2016, between Registrant, Bank of America, N.A. as Agent and the Lenders party thereto
|
|
Incorporated by reference from the Registrant’s Form 8-K filed on April 6, 2016, Exhibit 10.1
|
|
|
|
|
10.72
|
Performance Undertaking dated December 4, 2001 between Registrant and Bank One, N.A.
|
|
Incorporated by reference from the Registrant’s Annual Report on Form 10-K for the year ended January 31, 2002, Exhibit 10.38
|
|
|
|
|
10.73
|
Servicing Agreement, dated as of May 1, 2007, by and between Nordstrom fsb, and Nordstrom Credit, Inc.
|
|
Incorporated by reference from the Registrant’s Form 8-K filed on May 8, 2007, Exhibit 99.2
|
|
|
|
|
10.74
|
Amended and Restated Transfer and Servicing Agreement, dated as of May 1, 2007, by and between Nordstrom Credit Card Receivables II LLC, as transferor, Nordstrom fsb, as servicer, Wells Fargo Bank, National Association, as indenture trustee, and Nordstrom Credit Card Master Note Trust II, as issuer
|
|
Incorporated by reference from the Registrant’s Form 8-K filed on May 8, 2007, Exhibit 99.4
|
|
|
|
|
10.75
|
Second Amended and Restated Trust Agreement, dated as of May 1, 2007, by and between Nordstrom Credit Card Receivables II LLC, as transferor, and Wilmington Trust Company, as owner trustee
|
|
Incorporated by reference from the Registrant’s Form 8-K filed on May 8, 2007, Exhibit 99.5
|
|
|
|
|
10.76
|
Amended and Restated Administration Agreement, dated as of May 1, 2007, by and between Nordstrom Credit Card Master Note Trust II, as issuer, and Nordstrom fsb, as administrator
|
|
Incorporated by reference from the Registrant’s Form 8-K filed on May 8, 2007, Exhibit 99.6
|
|
|
|
|
10.77
|
Amended and Restated Receivables Purchase Agreement, dated as of May 1, 2007, by and between Nordstrom Credit, Inc., as seller and Nordstrom Credit Card Receivables II LLC, as purchaser
|
|
Incorporated by reference from the Registrant’s Form 8-K filed on May 8, 2007, Exhibit 99.3
|
|
|
|
|
10.78
|
Participation Agreement, dated as of May 1, 2007, by and between Nordstrom fsb, as seller and Nordstrom Credit, Inc., as purchaser
|
|
Incorporated by reference from the Registrant’s Form 8-K filed on May 8, 2007, Exhibit 99.1
|
|
|
|
|
10.79
|
Confirmation of transaction between The Royal Bank of Scotland plc and Nordstrom Inc., dated as of December 22, 2009
|
|
Incorporated by reference from the Registrant’s Form 8-K filed on December 23, 2009, Exhibit 10.1
|
|
|
|
|
10.80
|
Confirmation of transaction between Wachovia Bank N.A. and Nordstrom Inc., dated as of December 22, 2009
|
|
Incorporated by reference from the Registrant’s Form 8-K filed on December 23, 2009, Exhibit 10.2
|
|
|
|
|
10.81
|
Press release dated February 27, 2013 announcing that its Board of Directors authorized an $800 million share repurchase program
|
|
Incorporated by reference from the Registrant’s Form 8-K filed on February 28, 2013, Exhibit 99.1
|
|
|
|
|
10.82
|
Press release dated September 4, 2014 announcing that its Board of Directors authorized a $1,000 million share repurchase program
|
|
Incorporated by reference from the Registrant’s Form 8-K filed on September 4, 2014, Exhibit 99.1
|
|
|
|
|
|
Exhibit
|
|
Method of Filing
|
10.83
|
Press release dated October 1, 2015 announcing that its Board of Directors authorized a $1,000 million share repurchase program
|
|
Incorporated by reference from the Registrant’s Form 8-K filed on October 2, 2015, Exhibit 99.1
|
|
|
|
|
10.84
|
Press release dated February 17, 2017 announcing that its Board of Directors authorized a $500 million share repurchase program and approved a quarterly dividend
|
|
Incorporated by reference from the Registrant’s Form 8-K filed on February 21, 2017, Exhibit 99.2
|
|
|
|
|
10.85
|
Historical Statement of Earnings and segment data for fiscal year 2012 reclassified for consistency with our current view of business performance
|
|
Incorporated by reference from the Registrant’s Form 8-K filed on May 16, 2013, Exhibit 99.2
|
|
|
|
|
10.86
|
Historical Statement of Earnings and Operating Results for fiscal year 2012 by quarter reclassified for consistency with our current view of business performance
|
|
Incorporated by reference from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended May 4, 2013, Exhibit 99.2
|
|
|
|
|
10.87
|
Press release dated December 3, 2013 announcing the pricing of a private offering of 2044 Notes
|
|
Incorporated by reference from the Registrant’s Form 8-K filed on December 4, 2013, Exhibit 99.1
|
|
|
|
|
10.88
|
Press release dated December 3, 2013 announcing the commencement of a private exchange offering
|
|
Incorporated by reference from the Registrant’s Form 8-K filed on December 4, 2013, Exhibit 99.2
|
|
|
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10.89
|
Press release dated December 12, 2013 announcing the closing of the private offering of 2044 Notes
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|
Incorporated by reference from the Registrant’s Form 8-K filed on December 12, 2013, Exhibit 99.1
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|
|
|
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10.90
|
Press release dated December 17, 2013 relating to the expiration of the early participation period
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|
Incorporated by reference from the Registrant’s Form 8-K filed on December 17, 2013, Exhibit 99.1
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|
|
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10.91
|
Press release dated January 2, 2014 relating to the closing of the private exchange offer
|
|
Incorporated by reference from the Registrant’s Form 8-K filed on January 2, 2014, Exhibit 99.1
|
|
|
|
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10.92
|
Purchase and Sale Agreement by and among Nordstrom, Inc., Nordstrom Credit, Inc., Nordstrom FSB and TD Bank USA, N.A. dated May 25, 2015
|
|
Incorporated by reference from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended August 1, 2015, Exhibit 10.1
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|
|
|
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10.93
|
Credit Card Program Agreement by and among Nordstrom, Inc., Nordstrom FSB and TD Bank USA, N.A. dated May 25, 2015
|
|
Incorporated by reference from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2015, Exhibit 10.1
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|
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21.1
|
Significant subsidiaries of the Registrant
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|
Filed herewith electronically
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|
|
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23.1
|
Consent of Independent Registered Public Accounting Firm
|
|
Filed as page
69
of this report
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|
|
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31.1
|
Certification of Co-President required by Section 302(a) of the Sarbanes-Oxley Act of 2002
|
|
Filed herewith electronically
|
|
|
|
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31.2
|
Certification of Chief Financial Officer required by Section
302(a) of the Sarbanes-Oxley Act of 2002 |
|
Filed herewith electronically
|
|
|
|
|
32.1
|
Certification of Co-President and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
Furnished herewith electronically
|
|
|
|
|
101.INS
|
XBRL Instance Document
|
|
Filed herewith electronically
|
|
|
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
|
Filed herewith electronically
|
|
|
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
Filed herewith electronically
|
|
|
|
|
101.LAB
|
XBRL Taxonomy Extension Labels Linkbase Document
|
|
Filed herewith electronically
|
|
|
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
Filed herewith electronically
|
|
|
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
Filed herewith electronically
|
|
|
|
|
1.
|
VESTING AND CONVERSION OF UNITS
|
2.
|
ACCEPTANCE OF UNITS AND TERMS
|
3.
|
NONTRANSFERABILITY OF UNITS
|
4.
|
SEPARATION OF EMPLOYMENT
|
(a)
|
If the Unit holder dies while employed by the Employer and the Units were granted at least six months prior to the date of the Unit holder’s death, any Units represented by the Award shall immediately vest as of the date of the Unit holder’s death and be delivered as Common Stock promptly thereafter. Shares shall be issued in the name of the person identified on the Unit holder’s beneficiary form, as designated by the Company. If no valid beneficiary form exists, then the Common Stock delivered pursuant to the preceding sentence shall be issued in the name of the person to whom the Unit holder’s rights under this Agreement have passed by will or the laws of descent and distribution. If the Units were granted less than six months prior to death, the Units shall be forfeited as of the date of death.
|
(b)
|
If the Unit holder is separated due to his or her disability, as defined in Section 22(e)(3) of the Code, the Units were granted at least six months prior to such separation and the Unit holder provides Nordstrom Leadership Benefits with reasonable documentation of his or her disability, any Units represented by this Award shall immediately vest as of the date of such separation and be delivered as Common Stock promptly thereafter. If the Units were granted less than six months prior to separation due to the Unit holder’s disability, the Units shall be forfeited as of the date of separation.
|
(c)
|
Notwithstanding subparagraphs (a) and (b) of this section, a Unit holder shall immediately forfeit any unvested and unsettled Units (as of the termination date), if he or she is terminated for any of the following reasons with respect to the Company or any of its subsidiaries: embezzlement, theft of funds, fraud, violation of rules, regulations or policies, or any intentional harmful act or acts.
|
(d)
|
If the Unit holder is separated for any reason other than those set forth in subparagraphs (a), (b) or (c) above, then all Units represented by this Award shall be forfeited as of the date of the Unit holder’s separation.
|
5.
|
ADJUSTMENTS UPON CHANGES IN CAPITALIZATION
|
6.
|
NO DIVIDEND RIGHTS
|
7.
|
ADDITIONAL UNITS
|
8.
|
LEAVES OF ABSENCE
|
9.
|
TAX WITHHOLDING
|
10.
|
INDEPENDENT TAX ADVICE
|
11.
|
RIGHTS AS A SHAREHOLDER
|
12.
|
NO RETENTION RIGHTS
|
13.
|
CLAWBACK POLICY
|
14.
|
ENTIRE AGREEMENT
|
15.
|
CHOICE OF LAW
|
16.
|
SEVERABILITY
|
17.
|
CODE SECTION 409A
|
Name of Subsidiary
|
|
State of Incorporation
|
|
|
|
Nordstrom fsb
|
|
Arizona
|
|
|
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|
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|
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|
|
Date:
|
March 20, 2017
|
|
|
|
|
/s/ Blake W. Nordstrom
|
|
Blake W. Nordstrom
|
|
Co-President of Nordstrom, Inc.
|
Date:
|
March 20, 2017
|
|
|
|
|
/s/ Michael G. Koppel
|
|
Michael G. Koppel
|
|
Executive Vice President and
|
|
Chief Financial Officer of Nordstrom, Inc.
|
•
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
•
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
March 20, 2017
|
|
|
/s/ Blake W. Nordstrom
|
Blake W. Nordstrom
|
Co-President of Nordstrom, Inc.
|
|
|
/s/ Michael G. Koppel
|
Michael G. Koppel
|
Executive Vice President and
|
Chief Financial Officer of Nordstrom, Inc.
|