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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Emerging growth 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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117
Nordstrom-branded full-line stores in the U.S., including Nordstrom Local
|
•
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six
Canada full-line stores
|
•
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full-price Nordstrom.com website and mobile application
|
•
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235
off-price Nordstrom Rack stores
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•
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off-price Nordstromrack.com/HauteLook website and mobile application
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•
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seven
Trunk Club clubhouses and TrunkClub.com website
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•
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two
“Last Chance” clearance stores
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•
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two
Jeffrey boutiques
|
•
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successful execution of our customer strategy to provide a differentiated and seamless experience across all Nordstrom channels,
|
•
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timely and effective implementation of our plans to evolve our business model, including development of applications for electronic devices, improvement of customer-facing technology, timely delivery of products purchased digitally, enhancement of inventory management systems, greater and more fluid inventory availability between our digital channels and retail store locations, and greater consistency in marketing and pricing strategies, as well as our ability to manage the costs associated with this evolving business model,
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•
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our ability to evolve our business model as necessary to respond to the business and retail environment, as well as fashion trends and consumer preferences, including changing expectations of service and experience in stores and online,
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•
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our ability to properly balance our investments in existing and new store locations, especially our investments in our
Nordstrom Men’s Store NYC and Nordstrom NYC
,
|
•
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successful execution of our information technology strategy,
|
•
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our ability to effectively utilize data in strategic planning and decision making,
|
•
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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 and consumer traffic to the locations,
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•
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efficient and proper allocation of our capital resources,
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•
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effective inventory management processes and systems, fulfillment and supply chain processes and systems, disruptions in our supply chain and our ability to control costs,
|
•
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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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the effect of the publicly announced exploration by members of the Nordstrom family of a possible
“going private transaction”
on our relationships with our customers, employees, suppliers and partners, on our operating results and on our business generally,
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•
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our ability to safeguard our reputation and maintain our vendor relationships,
|
•
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our ability to maintain relationships with and motivate our employees and to effectively attract, develop and retain our future leaders, which could be impacted by the uncertainty about the possibility of a
“going private transaction”
,
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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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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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market fluctuations, increases in operating costs, exit costs and overall liabilities and losses associated with owning and leasing real estate,
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•
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potential goodwill impairment charges, future impairment charges and fluctuations in the fair values of reporting units or of assets in the event projected financial results are not achieved within expected time frames,
|
•
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compliance with debt and operating covenants, availability and cost of credit, changes in our credit rating and changes in interest rates,
|
•
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the
timing, price, manner and amounts
of future share repurchases by the Company, if any, or any share issuances by the Company,
|
•
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the impact of the seasonal nature of our business and cyclical customer spending,
|
•
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the impact of economic and market conditions and the resultant impact on consumer spending and credit patterns,
|
•
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the impact of economic, environmental 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 and supply chain 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 employment and tax, and the outcome of claims and litigation and resolution of such matters,
|
•
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the impact of the current regulatory environment and financial system, health care, and tax reforms,
|
•
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the impact of changes in accounting rules and regulations, changes in our interpretation of the rules or regulations, or changes in underlying assumptions, estimates or judgments.
|
Nordstrom Investor Relations
|
1617 Sixth Avenue, Suite 500
|
Seattle, Washington 98101
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(206) 303-3200
|
invrelations@nordstrom.com
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Number of stores
|
|
|
|||||
|
|
Nordstrom
Full-Line Stores
1
|
|
|
Nordstrom
Rack and Other
2
|
|
|
% of total store
square footage |
|
Leased stores on leased land
|
|
26
|
|
|
242
|
|
|
44
|
%
|
Owned stores on leased land
|
|
63
|
|
|
—
|
|
|
37
|
%
|
Owned stores on owned land
|
|
33
|
|
|
1
|
|
|
18
|
%
|
Partly owned and partly leased store
|
|
1
|
|
|
—
|
|
|
1
|
%
|
Total
|
|
123
|
|
|
243
|
|
|
100
|
%
|
|
|
Number of stores
|
||||||||||
Fiscal year
|
|
2017
|
|
Announced 2018
|
||||||||
State/Province
|
|
Nordstrom
Full-Line Stores
1
|
|
|
Nordstrom
Rack and Other
2
|
|
|
Nordstrom
Full-Line Stores
1
|
|
|
Nordstrom
Rack and Other
2
|
|
Openings
|
|
|
|
|
|
|
|
|
||||
U.S.
|
|
|
|
|
|
|
|
|
||||
Arizona
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
California
|
|
1
|
|
|
3
|
|
|
—
|
|
|
1
|
|
Florida
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
Illinois
|
|
—
|
|
|
2
|
|
|
—
|
|
|
1
|
|
Indiana
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
Maryland
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
Minnesota
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
New Jersey
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
New York
|
|
—
|
|
|
1
|
|
|
1
|
|
|
—
|
|
Oregon
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
Pennsylvania
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
Tennessee
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
Texas
|
|
—
|
|
|
2
|
|
|
—
|
|
|
1
|
|
Washington
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
Canada
|
|
|
|
|
|
|
|
|
||||
Alberta
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
Ontario
|
|
1
|
|
|
—
|
|
|
—
|
|
|
4
|
|
Total Openings
|
|
2
|
|
|
17
|
|
|
1
|
|
|
12
|
|
|
|
|
|
|
|
|
|
|
||||
Closures
|
|
|
|
|
|
|
|
|
||||
California
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
Oregon
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
Virginia
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
Total Closures
|
|
(2
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
Retail stores by channel
|
|
Nordstrom Full-Line Stores
1
|
|
Nordstrom Rack and Other
2
|
|
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
3
|
|
31
|
|
5,192
|
|
|
53
|
|
1,967
|
|
|
84
|
|
7,159
|
|
Colorado
|
|
3
|
|
559
|
|
|
6
|
|
213
|
|
|
9
|
|
772
|
|
Connecticut
|
|
1
|
|
189
|
|
|
1
|
|
36
|
|
|
2
|
|
225
|
|
Delaware
|
|
1
|
|
127
|
|
|
1
|
|
32
|
|
|
2
|
|
159
|
|
Florida
|
|
9
|
|
1,389
|
|
|
16
|
|
545
|
|
|
25
|
|
1,934
|
|
Georgia
|
|
2
|
|
383
|
|
|
5
|
|
165
|
|
|
7
|
|
548
|
|
Hawaii
|
|
1
|
|
195
|
|
|
2
|
|
78
|
|
|
3
|
|
273
|
|
Idaho
|
|
—
|
|
—
|
|
|
1
|
|
37
|
|
|
1
|
|
37
|
|
Illinois
|
|
4
|
|
947
|
|
|
16
|
|
590
|
|
|
20
|
|
1,537
|
|
Indiana
|
|
1
|
|
134
|
|
|
2
|
|
60
|
|
|
3
|
|
194
|
|
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
|
|
|
5
|
|
186
|
|
|
9
|
|
951
|
|
Massachusetts
|
|
4
|
|
595
|
|
|
8
|
|
275
|
|
|
12
|
|
870
|
|
Michigan
|
|
3
|
|
552
|
|
|
5
|
|
178
|
|
|
8
|
|
730
|
|
Minnesota
|
|
2
|
|
380
|
|
|
5
|
|
173
|
|
|
7
|
|
553
|
|
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
|
|
|
14
|
|
473
|
|
|
16
|
|
933
|
|
North Carolina
|
|
2
|
|
300
|
|
|
2
|
|
74
|
|
|
4
|
|
374
|
|
Ohio
|
|
3
|
|
549
|
|
|
6
|
|
224
|
|
|
9
|
|
773
|
|
Oklahoma
|
|
—
|
|
—
|
|
|
2
|
|
67
|
|
|
2
|
|
67
|
|
Oregon
|
|
4
|
|
555
|
|
|
6
|
|
218
|
|
|
10
|
|
773
|
|
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
|
|
|
2
|
|
69
|
|
|
3
|
|
214
|
|
Texas
3
|
|
9
|
|
1,562
|
|
|
18
|
|
604
|
|
|
27
|
|
2,166
|
|
Utah
|
|
2
|
|
277
|
|
|
4
|
|
126
|
|
|
6
|
|
403
|
|
Virginia
|
|
4
|
|
746
|
|
|
7
|
|
268
|
|
|
11
|
|
1,014
|
|
Washington
|
|
7
|
|
1,392
|
|
|
9
|
|
354
|
|
|
16
|
|
1,746
|
|
Washington D.C.
|
|
—
|
|
—
|
|
|
4
|
|
115
|
|
|
4
|
|
115
|
|
Wisconsin
|
|
1
|
|
150
|
|
|
2
|
|
67
|
|
|
3
|
|
217
|
|
Canada
|
|
|
|
|
|
|
|
|
|
||||||
Alberta
|
|
1
|
|
142
|
|
|
—
|
|
—
|
|
|
1
|
|
142
|
|
British Columbia
|
|
1
|
|
231
|
|
|
—
|
|
—
|
|
|
1
|
|
231
|
|
Ontario
|
|
4
|
|
750
|
|
|
—
|
|
—
|
|
|
4
|
|
750
|
|
Total
|
|
123
|
|
21,636
|
|
|
243
|
|
8,582
|
|
|
366
|
|
30,218
|
|
•
|
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).
|
|
|
Common Stock Price
|
|
|
|
|
||||||
|
|
2017
|
|
2016
|
|
Dividends per Share
|
||||||
|
|
High
|
|
Low
|
|
High
|
|
Low
|
|
2017
|
|
2016
|
1st Quarter
|
|
$48.45
|
|
$40.70
|
|
$59.37
|
|
$46.65
|
|
$0.37
|
|
$0.37
|
2nd Quarter
|
|
$50.32
|
|
$39.53
|
|
$51.74
|
|
$35.01
|
|
$0.37
|
|
$0.37
|
3rd Quarter
|
|
$49.00
|
|
$39.63
|
|
$55.23
|
|
$39.05
|
|
$0.37
|
|
$0.37
|
4th Quarter
|
|
$53.00
|
|
$37.79
|
|
$62.82
|
|
$42.32
|
|
$0.37
|
|
$0.37
|
Full Year
|
|
$53.00
|
|
$37.79
|
|
$62.82
|
|
$35.01
|
|
$1.48
|
|
$1.48
|
End of fiscal year
|
2012
|
|
|
2013
|
|
|
2014
|
|
|
2015
|
|
|
2016
|
|
|
2017
|
|
Nordstrom common stock
|
100
|
|
|
106
|
|
|
144
|
|
|
102
|
|
|
91
|
|
|
105
|
|
Standard & Poor’s Retail Index
|
100
|
|
|
125
|
|
|
154
|
|
|
179
|
|
|
211
|
|
|
299
|
|
Standard & Poor’s 500 Index
|
100
|
|
|
120
|
|
|
141
|
|
|
138
|
|
|
167
|
|
|
206
|
|
Fiscal year
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||||
Earnings Results
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$15,137
|
|
|
|
$14,498
|
|
|
|
$14,095
|
|
|
|
$13,110
|
|
|
|
$12,166
|
|
Credit card revenues, net
1
|
341
|
|
|
259
|
|
|
342
|
|
|
396
|
|
|
374
|
|
|||||
Gross profit
|
5,247
|
|
|
5,058
|
|
|
4,927
|
|
|
4,704
|
|
|
4,429
|
|
|||||
Selling, general and administrative (“SG&A”) expenses
|
(4,662
|
)
|
|
(4,315
|
)
|
|
(4,168
|
)
|
|
(3,777
|
)
|
|
(3,453
|
)
|
|||||
Earnings before interest and income taxes (“EBIT”)
|
926
|
|
|
805
|
|
|
1,101
|
|
|
1,323
|
|
|
1,350
|
|
|||||
Net earnings
|
437
|
|
|
354
|
|
|
600
|
|
|
720
|
|
|
734
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance Sheet and Cash Flow Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$1,181
|
|
|
|
$1,007
|
|
|
|
$595
|
|
|
|
$827
|
|
|
|
$1,194
|
|
Merchandise inventories
|
2,027
|
|
|
1,896
|
|
|
1,945
|
|
|
1,733
|
|
|
1,531
|
|
|||||
Land, property and equipment, net
|
3,939
|
|
|
3,897
|
|
|
3,735
|
|
|
3,340
|
|
|
2,949
|
|
|||||
Total assets
1
|
8,115
|
|
|
7,858
|
|
|
7,698
|
|
|
9,245
|
|
|
8,574
|
|
|||||
Total long-term debt
1
|
2,737
|
|
|
2,774
|
|
|
2,805
|
|
|
3,131
|
|
|
3,113
|
|
|||||
Cash flow from operations
1
|
1,400
|
|
|
1,658
|
|
|
2,470
|
|
|
1,243
|
|
|
1,345
|
|
|||||
Capital expenditures
|
731
|
|
|
846
|
|
|
1,082
|
|
|
861
|
|
|
803
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Performance Metrics
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales increase
|
4.4
|
%
|
|
2.9
|
%
|
|
7.5
|
%
|
|
7.8
|
%
|
|
3.4
|
%
|
|||||
Comparable sales increase (decrease)
2
|
0.8
|
%
|
|
(0.4
|
%)
|
|
2.7
|
%
|
|
4.0
|
%
|
|
2.5
|
%
|
|||||
Gross profit % of net sales
|
34.7
|
%
|
|
34.9
|
%
|
|
35.0
|
%
|
|
35.9
|
%
|
|
36.4
|
%
|
|||||
SG&A % of net sales
|
30.8
|
%
|
|
29.8
|
%
|
|
29.6
|
%
|
|
28.8
|
%
|
|
28.4
|
%
|
|||||
EBIT % of net sales
|
6.1
|
%
|
|
5.6
|
%
|
|
7.8
|
%
|
|
10.1
|
%
|
|
11.1
|
%
|
|||||
Capital expenditures % of net sales
|
4.8
|
%
|
|
5.8
|
%
|
|
7.7
|
%
|
|
6.6
|
%
|
|
6.6
|
%
|
|||||
Return on assets
|
5.4
|
%
|
|
4.5
|
%
|
|
6.6
|
%
|
|
8.1
|
%
|
|
8.7
|
%
|
|||||
Return on invested capital (“ROIC”)
3
|
9.7
|
%
|
|
8.4
|
%
|
|
10.7
|
%
|
|
12.6
|
%
|
|
13.6
|
%
|
|||||
Sales per square foot
|
|
$506
|
|
|
|
$498
|
|
|
|
$507
|
|
|
|
$493
|
|
|
|
$474
|
|
4-wall sales per square foot
|
|
$384
|
|
|
|
$392
|
|
|
|
$410
|
|
|
|
$413
|
|
|
|
$408
|
|
Inventory turnover rate
|
4.67
|
|
|
4.53
|
|
|
4.54
|
|
|
4.67
|
|
|
5.07
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Per Share Information
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings per diluted share
4
|
|
$2.59
|
|
|
|
$2.02
|
|
|
|
$3.15
|
|
|
|
$3.72
|
|
|
|
$3.71
|
|
Dividends declared per share
1
|
1.48
|
|
|
1.48
|
|
|
6.33
|
|
|
1.32
|
|
|
1.20
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Store Information (at year-end)
|
|
|
|
|
|
|
|
|
|
||||||||||
Nordstrom full-line stores
5
|
123
|
|
|
123
|
|
|
121
|
|
|
117
|
|
|
117
|
|
|||||
Nordstrom Rack and other
6
|
243
|
|
|
226
|
|
|
202
|
|
|
175
|
|
|
143
|
|
|||||
Total square footage
|
30,218,000
|
|
|
29,792,000
|
|
|
28,610,000
|
|
|
27,061,000
|
|
|
26,017,000
|
|
•
|
Nordstrom experienced continued positive customer trends, reflecting customer growth of 4% to 33 million customers. Additionally, 9 million customers are shopping with us in multiple ways, a 6% increase over the previous year.
|
•
|
Generational investments, which include Nordstromrack.com/HauteLook, Canada and Trunk Club, contributed $1.5 billion in sales.
|
•
|
In the Nordstrom full-price business, strategic brands, including product with limited distribution and Nordstrom proprietary labels, continued to deliver outsized sales growth.
|
•
|
The Nordstrom Rack off-price business gained 6 million new customers with approximately one-third of off-price customers expected to cross-shop the full-price business over time.
|
•
|
Nordstrom Rewards loyalty program customers increased by 35% to 10.5 million. Sales from Nordstrom Rewards customers represented 51% of sales, an increase from 44% in 2016.
|
•
|
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 – trailing 12-months 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, Last Chance clearance stores and Nordstrom Local divided by their weighted-average square footage
|
Fiscal year
|
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||
|
|
Amount
|
|
|
% of net
sales
1
|
|
|
Amount
|
|
|
% of net
sales
1
|
|
|
Amount
|
|
|
% of net
sales
1
|
|
|||
Net sales
|
|
|
$15,137
|
|
|
100.0
|
%
|
|
|
$14,498
|
|
|
100.0
|
%
|
|
|
$14,095
|
|
|
100.0
|
%
|
Cost of sales and related buying and occupancy costs
|
|
(9,877
|
)
|
|
(65.3
|
%)
|
|
(9,434
|
)
|
|
(65.1
|
%)
|
|
(9,161
|
)
|
|
(65.0
|
%)
|
|||
Gross profit
|
|
5,260
|
|
|
34.7
|
%
|
|
5,064
|
|
|
34.9
|
%
|
|
4,934
|
|
|
35.0
|
%
|
|||
Selling, general and administrative expenses
|
|
(4,508
|
)
|
|
(29.8
|
%)
|
|
(4,159
|
)
|
|
(28.7
|
%)
|
|
(4,016
|
)
|
|
(28.5
|
%)
|
|||
Goodwill impairment
|
|
—
|
|
|
—
|
|
|
(197
|
)
|
|
(1.4
|
%)
|
|
—
|
|
|
—
|
|
|||
Earnings before interest and income taxes
|
|
|
$752
|
|
|
5.0
|
%
|
|
|
$708
|
|
|
4.9
|
%
|
|
|
$918
|
|
|
6.5
|
%
|
Fiscal year
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||
Net sales by channel:
|
|
|
|
|
|
||||||
Nordstrom full-line stores - U.S.
1
|
|
$6,951
|
|
|
|
$7,186
|
|
|
|
$7,633
|
|
Nordstrom.com
|
2,887
|
|
|
2,519
|
|
|
2,300
|
|
|||
Full-price
|
9,838
|
|
|
9,705
|
|
|
9,933
|
|
|||
|
|
|
|
|
|
||||||
Nordstrom Rack
|
4,059
|
|
|
3,809
|
|
|
3,533
|
|
|||
Nordstromrack.com/HauteLook
|
897
|
|
|
700
|
|
|
532
|
|
|||
Off-price
|
4,956
|
|
|
4,509
|
|
|
4,065
|
|
|||
|
|
|
|
|
|
||||||
Other retail
2
|
614
|
|
|
554
|
|
|
378
|
|
|||
Retail segment
|
15,408
|
|
|
14,768
|
|
|
14,376
|
|
|||
Corporate/Other
|
(271
|
)
|
|
(270
|
)
|
|
(281
|
)
|
|||
Total net sales
|
|
$15,137
|
|
|
|
$14,498
|
|
|
|
$14,095
|
|
|
|
|
|
|
|
||||||
Net sales increase
|
4.4
|
%
|
|
2.9
|
%
|
|
7.5
|
%
|
|||
|
|
|
|
|
|
||||||
Comparable sales increase (decrease) by channel
3
:
|
|
|
|
|
|
||||||
Nordstrom full-line stores - U.S.
|
(4.2
|
%)
|
|
(6.4
|
%)
|
|
(1.1
|
%)
|
|||
Nordstrom.com
|
13.1
|
%
|
|
9.5
|
%
|
|
15.2
|
%
|
|||
Full-price
|
0.4
|
%
|
|
(2.7
|
%)
|
|
2.3
|
%
|
|||
Nordstrom Rack
|
(1.9
|
%)
|
|
0.2
|
%
|
|
(1.0
|
%)
|
|||
Nordstromrack.com/HauteLook
|
25.5
|
%
|
|
31.7
|
%
|
|
47.4
|
%
|
|||
Off-price
|
2.5
|
%
|
|
4.5
|
%
|
|
4.3
|
%
|
|||
Total Company
|
0.8
|
%
|
|
(0.4
|
%)
|
|
2.7
|
%
|
|||
|
|
|
|
|
|
||||||
Sales per square foot:
|
|
|
|
|
|
||||||
Total sales per square foot
|
|
$506
|
|
|
|
$498
|
|
|
|
$507
|
|
4-wall sales per square foot
|
384
|
|
|
392
|
|
|
410
|
|
|||
Full-line sales per square foot - U.S.
|
337
|
|
|
346
|
|
|
370
|
|
|||
Nordstrom Rack sales per square foot
|
497
|
|
|
507
|
|
|
523
|
|
Fiscal year
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||
Retail gross profit
|
|
$5,260
|
|
|
|
$5,064
|
|
|
|
$4,934
|
|
Retail gross profit as a % of net sales
|
34.7
|
%
|
|
34.9
|
%
|
|
35.0
|
%
|
|||
Inventory turnover rate
|
4.67
|
|
|
4.53
|
|
|
4.54
|
|
Fiscal year
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||
Retail selling, general and administrative expenses
|
|
$4,508
|
|
|
|
$4,159
|
|
|
|
$4,016
|
|
Retail selling, general and administrative expenses as a % of net sales
|
29.8
|
%
|
|
28.7
|
%
|
|
28.5
|
%
|
Fiscal year
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||
Credit card revenues, net
|
|
|
$341
|
|
|
|
$259
|
|
|
|
$342
|
|
Credit expenses
|
|
(167
|
)
|
|
(162
|
)
|
|
(159
|
)
|
|||
Earnings before interest and income taxes
|
|
|
$174
|
|
|
|
$97
|
|
|
|
$183
|
|
|
|
|
|
|
|
|
||||||
Credit and debit card volume
1
:
|
|
|
|
|
|
|
||||||
Inside
|
|
|
$5,987
|
|
|
|
$5,858
|
|
|
|
$5,953
|
|
Outside
|
|
4,434
|
|
|
4,160
|
|
|
4,309
|
|
|||
Total volume
|
|
|
$10,421
|
|
|
|
$10,018
|
|
|
|
$10,262
|
|
Fiscal year
|
2017
|
|
|
2016
|
|
|
2015
1
|
|
|||
Credit program revenues, net
|
|
$331
|
|
|
|
$246
|
|
|
|
$64
|
|
Other
|
10
|
|
|
13
|
|
|
278
|
|
|||
Total credit card revenues, net
|
|
$341
|
|
|
|
$259
|
|
|
|
$342
|
|
Fiscal year
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||
Interest on long-term debt and short-term borrowings
|
|
$168
|
|
|
|
$147
|
|
|
|
$153
|
|
Less:
|
|
|
|
|
|
||||||
Interest income
|
(5
|
)
|
|
(1
|
)
|
|
—
|
|
|||
Capitalized interest
|
(27
|
)
|
|
(25
|
)
|
|
(28
|
)
|
|||
Interest expense, net
|
|
$136
|
|
|
|
$121
|
|
|
|
$125
|
|
Fiscal year
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||
Income tax expense
|
|
$353
|
|
|
|
$330
|
|
|
|
$376
|
|
Effective tax rate
|
44.7
|
%
|
|
48.2
|
%
|
|
38.6
|
%
|
Fiscal year
|
2017
|
|
|
2016
|
|
|
2015
|
|
Statutory rate
1
|
33.7
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
Tax Act impact
|
6.1
|
%
|
|
—
|
|
|
—
|
|
Goodwill impairment
|
—
|
|
|
10.1
|
%
|
|
—
|
|
State and local income taxes, net of federal income taxes
|
4.5
|
%
|
|
5.1
|
%
|
|
4.1
|
%
|
Non-deductible acquisition-related items
|
0.3
|
%
|
|
0.6
|
%
|
|
0.4
|
%
|
Federal credits
|
(0.7
|
%)
|
|
(0.6
|
%)
|
|
(0.6
|
%)
|
Other, net
|
0.8
|
%
|
|
(2.0
|
%)
|
|
(0.3
|
%)
|
Effective tax rate
|
44.7
|
%
|
|
48.2
|
%
|
|
38.6
|
%
|
Fiscal year
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||
Basic
|
|
$2.62
|
|
|
|
$2.05
|
|
|
|
$3.22
|
|
Diluted
|
|
$2.59
|
|
|
|
$2.02
|
|
|
|
$3.15
|
|
Quarter ended
|
February 3, 2018
|
|
|
January 28, 2017
|
|
||
Net sales
|
|
$4,600
|
|
|
|
$4,243
|
|
Credit card revenues, net
|
102
|
|
|
73
|
|
||
Gross profit
|
1,631
|
|
|
1,523
|
|
||
Gross profit as a % of net sales
|
35.5
|
%
|
|
35.9
|
%
|
||
Retail selling, general and administrative expenses
|
(1,337
|
)
|
|
(1,134
|
)
|
||
Retail selling, general and administrative expenses as a % of net sales
|
(29.1
|
%)
|
|
(26.7
|
%)
|
||
Credit expenses
|
(52
|
)
|
|
(42
|
)
|
||
Net earnings
|
151
|
|
|
201
|
|
||
EPS (diluted)
|
|
$0.89
|
|
|
|
$1.15
|
|
Net sales
|
$15.2 to $15.4 billion
|
Comparable sales (percent)
|
0.5 to 1.5
|
EBIT
|
$885 to $940 million
|
Earnings per diluted share (excluding the impact of any future share repurchase)
|
$3.30 to $3.55
|
•
|
The effective tax rate is expected to be approximately 27.5%.
|
•
|
The impact of revenue recognition accounting changes is estimated to reduce EBIT by approximately $30.
|
•
|
The 53rd week in fiscal 2017 creates a timing shift in the 4-5-4 calendar for fiscal 2018 that is expected to impact comparisons to the prior year. This includes the shift in the Anniversary Sale event from the second and third quarters in 2017 to primarily the second quarter in 2018.
|
|
12 Fiscal Months Ended
|
||||||||||||||||||
|
February 3, 2018
|
|
|
January 28, 2017
|
|
|
January 30, 2016
|
|
|
January 31, 2015
|
|
|
February 1, 2014
|
|
|||||
Net earnings
|
|
$437
|
|
|
|
$354
|
|
|
|
$600
|
|
|
|
$720
|
|
|
|
$734
|
|
Add: income tax expense
1
|
353
|
|
|
330
|
|
|
376
|
|
|
465
|
|
|
455
|
|
|||||
Add: interest expense
|
141
|
|
|
122
|
|
|
125
|
|
|
139
|
|
|
162
|
|
|||||
Earnings before interest and income tax expense
|
931
|
|
|
806
|
|
|
1,101
|
|
|
1,324
|
|
|
1,351
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Add: rent expense
|
250
|
|
|
202
|
|
|
176
|
|
|
137
|
|
|
125
|
|
|||||
Less: estimated depreciation on capitalized operating leases
2
|
(133
|
)
|
|
(108
|
)
|
|
(94
|
)
|
|
(74
|
)
|
|
(67
|
)
|
|||||
Net operating profit
|
1,048
|
|
|
900
|
|
|
1,183
|
|
|
1,387
|
|
|
1,409
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Less: estimated income tax expense
|
(468
|
)
|
|
(416
|
)
|
|
(456
|
)
|
|
(544
|
)
|
|
(539
|
)
|
|||||
Net operating profit after tax
|
|
$580
|
|
|
|
$484
|
|
|
|
$727
|
|
|
|
$843
|
|
|
|
$870
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Average total assets
|
|
$8,055
|
|
|
|
$7,917
|
|
|
|
$9,076
|
|
|
|
$8,860
|
|
|
|
$8,398
|
|
Less: average non-interest-bearing current liabilities
3
|
(3,261
|
)
|
|
(3,012
|
)
|
|
(2,993
|
)
|
|
(2,730
|
)
|
|
(2,430
|
)
|
|||||
Less: average deferred property incentives and deferred rent liability
3
|
(644
|
)
|
|
(644
|
)
|
|
(548
|
)
|
|
(502
|
)
|
|
(489
|
)
|
|||||
Add: average estimated asset base of capitalized operating leases
4
|
1,805
|
|
|
1,512
|
|
|
1,236
|
|
|
1,058
|
|
|
929
|
|
|||||
Average invested capital
|
|
$5,955
|
|
|
|
$5,773
|
|
|
|
$6,771
|
|
|
|
$6,686
|
|
|
|
$6,408
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Return on assets
5
|
5.4
|
%
|
|
4.5
|
%
|
|
6.6
|
%
|
|
8.1
|
%
|
|
8.7
|
%
|
|||||
ROIC
5
|
9.7
|
%
|
|
8.4
|
%
|
|
10.7
|
%
|
|
12.6
|
%
|
|
13.6
|
%
|
Fiscal year
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||
Net cash provided by operating activities
|
|
$1,400
|
|
|
|
$1,658
|
|
|
|
$2,470
|
|
Net cash used in investing activities
|
(684
|
)
|
|
(791
|
)
|
|
(144
|
)
|
|||
Net cash used in financing activities
|
(542
|
)
|
|
(455
|
)
|
|
(2,558
|
)
|
Fiscal year
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||
Capital expenditures
|
|
$731
|
|
|
|
$846
|
|
|
|
$1,082
|
|
Less: deferred property incentives
1
|
(64
|
)
|
|
(65
|
)
|
|
(156
|
)
|
|||
Capital expenditures, net
|
|
$667
|
|
|
|
$781
|
|
|
|
$926
|
|
|
|
|
|
|
|
||||||
Capital expenditures % of net sales
|
4.8
|
%
|
|
5.8
|
%
|
|
7.7
|
%
|
|||
|
|
|
|
|
|
||||||
Capital expenditures, net category allocation:
|
|
|
|
|
|
||||||
New stores, relocations and remodels
2
|
65
|
%
|
|
61
|
%
|
|
61
|
%
|
|||
Information technology
|
30
|
%
|
|
28
|
%
|
|
33
|
%
|
|||
Other
3
|
5
|
%
|
|
11
|
%
|
|
6
|
%
|
|||
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
|
Store count
|
|
Square footage
|
||||||||||||||
Fiscal year
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
Total, beginning of year
|
|
349
|
|
|
323
|
|
|
292
|
|
|
29.8
|
|
|
28.6
|
|
|
27.1
|
|
Store openings
1
:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Nordstrom full-line stores
2
|
|
2
|
|
|
3
|
|
|
5
|
|
|
0.2
|
|
|
0.6
|
|
|
0.8
|
|
Nordstrom Rack and other stores
3
|
|
17
|
|
|
24
|
|
|
27
|
|
|
0.5
|
|
|
0.8
|
|
|
0.9
|
|
Stores closed
|
|
(2
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
(0.3
|
)
|
|
(0.2
|
)
|
|
(0.2
|
)
|
Total, end of year
|
|
366
|
|
|
349
|
|
|
323
|
|
|
30.2
|
|
|
29.8
|
|
|
28.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Relocations and other
1
|
|
3
|
|
|
3
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Fiscal year
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||
Net cash provided by operating activities
|
|
$1,400
|
|
|
|
$1,658
|
|
|
|
$2,470
|
|
Less: capital expenditures
|
(731
|
)
|
|
(846
|
)
|
|
(1,082
|
)
|
|||
Less: cash dividends paid
|
(247
|
)
|
|
(256
|
)
|
|
(1,185
|
)
|
|||
Add: proceeds from sale of credit card receivables originated at third parties
|
16
|
|
|
—
|
|
|
890
|
|
|||
Add: change in credit card receivables originated at third parties
|
—
|
|
|
—
|
|
|
34
|
|
|||
(Less) Add:
change in cash book overdrafts
|
(55
|
)
|
|
4
|
|
|
23
|
|
|||
Free Cash Flow
|
|
$383
|
|
|
|
$560
|
|
|
|
$1,150
|
|
|
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
|
|
—
|
|
|
2017
1
|
|
|
2016
1
|
|
||
Debt
|
|
$2,737
|
|
|
|
$2,774
|
|
Add: estimated capitalized operating lease liability
2
|
2,001
|
|
|
1,616
|
|
||
Less: fair value hedge adjustment included in long-term debt
|
—
|
|
|
(12
|
)
|
||
Adjusted Debt
|
|
$4,738
|
|
|
|
$4,378
|
|
|
|
|
|
||||
Net earnings
|
437
|
|
|
354
|
|
||
Add: income tax expense
|
353
|
|
|
330
|
|
||
Add: interest expense, net
|
136
|
|
|
121
|
|
||
Earnings before interest and income taxes
|
926
|
|
|
805
|
|
||
|
|
|
|
||||
Add: depreciation and amortization expenses
|
666
|
|
|
645
|
|
||
Add: rent expense
|
250
|
|
|
202
|
|
||
Add: non-cash acquisition-related charges
3
|
1
|
|
|
198
|
|
||
EBITDAR
|
|
$1,843
|
|
|
|
$1,850
|
|
|
|
|
|
||||
Debt to Net Earnings
4
|
6.3
|
|
|
7.8
|
|
||
Adjusted Debt to EBITDAR
|
2.6
|
|
|
2.4
|
|
|
Total
|
|
|
Less than
1 year
|
|
|
1 – 3 years
|
|
|
3 – 5 years
|
|
|
More than
5 years
|
|
|||||
Long-term debt
|
|
$4,563
|
|
|
|
$167
|
|
|
|
$711
|
|
|
|
$644
|
|
|
|
$3,041
|
|
Operating leases
|
2,740
|
|
|
309
|
|
|
605
|
|
|
516
|
|
|
1,310
|
|
|||||
Purchase obligations
|
1,462
|
|
|
1,251
|
|
|
188
|
|
|
23
|
|
|
—
|
|
|||||
Other long-term liabilities
|
383
|
|
|
64
|
|
|
59
|
|
|
42
|
|
|
218
|
|
|||||
Total
|
|
$9,148
|
|
|
|
$1,791
|
|
|
|
$1,563
|
|
|
|
$1,225
|
|
|
|
$4,569
|
|
Fiscal year
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||
Net sales
|
|
$15,137
|
|
|
|
$14,498
|
|
|
|
$14,095
|
|
Credit card revenues, net
|
341
|
|
|
259
|
|
|
342
|
|
|||
Total revenues
|
15,478
|
|
|
14,757
|
|
|
14,437
|
|
|||
Cost of sales and related buying and occupancy costs
|
(9,890
|
)
|
|
(9,440
|
)
|
|
(9,168
|
)
|
|||
Selling, general and administrative expenses
|
(4,662
|
)
|
|
(4,315
|
)
|
|
(4,168
|
)
|
|||
Goodwill impairment
|
—
|
|
|
(197
|
)
|
|
—
|
|
|||
Earnings before interest and income taxes
|
926
|
|
|
805
|
|
|
1,101
|
|
|||
Interest expense, net
|
(136
|
)
|
|
(121
|
)
|
|
(125
|
)
|
|||
Earnings before income taxes
|
790
|
|
|
684
|
|
|
976
|
|
|||
Income tax expense
|
(353
|
)
|
|
(330
|
)
|
|
(376
|
)
|
|||
Net earnings
|
|
$437
|
|
|
|
$354
|
|
|
|
$600
|
|
|
|
|
|
|
|
||||||
Earnings per share:
|
|
|
|
|
|
||||||
Basic
|
|
$2.62
|
|
|
|
$2.05
|
|
|
|
$3.22
|
|
Diluted
|
|
$2.59
|
|
|
|
$2.02
|
|
|
|
$3.15
|
|
|
|
|
|
|
|
||||||
Weighted-average shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
166.8
|
|
|
173.2
|
|
|
186.3
|
|
|||
Diluted
|
168.9
|
|
|
175.6
|
|
|
190.1
|
|
Fiscal year
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||
Net earnings
|
|
$437
|
|
|
|
$354
|
|
|
|
$600
|
|
Postretirement plan adjustments, net of tax of $2, ($1) and ($15)
|
(6
|
)
|
|
1
|
|
|
24
|
|
|||
Foreign currency translation adjustment
|
20
|
|
|
14
|
|
|
(18
|
)
|
|||
Comprehensive net earnings
|
|
$451
|
|
|
|
$369
|
|
|
|
$606
|
|
|
February 3, 2018
|
|
|
January 28, 2017
|
|
||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
|
$1,181
|
|
|
|
$1,007
|
|
Accounts receivable, net
|
145
|
|
|
199
|
|
||
Merchandise inventories
|
2,027
|
|
|
1,896
|
|
||
Prepaid expenses and other
|
150
|
|
|
140
|
|
||
Total current assets
|
3,503
|
|
|
3,242
|
|
||
|
|
|
|
||||
Land, property and equipment, net
|
3,939
|
|
|
3,897
|
|
||
Goodwill
|
238
|
|
|
238
|
|
||
Other assets
|
435
|
|
|
481
|
|
||
Total assets
|
|
$8,115
|
|
|
|
$7,858
|
|
|
|
|
|
||||
Liabilities and Shareholders’ Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
|
$1,409
|
|
|
|
$1,340
|
|
Accrued salaries, wages and related benefits
|
578
|
|
|
455
|
|
||
Other current liabilities
|
1,246
|
|
|
1,223
|
|
||
Current portion of long-term debt
|
56
|
|
|
11
|
|
||
Total current liabilities
|
3,289
|
|
|
3,029
|
|
||
|
|
|
|
||||
Long-term debt, net
|
2,681
|
|
|
2,763
|
|
||
Deferred property incentives, net
|
495
|
|
|
521
|
|
||
Other liabilities
|
673
|
|
|
675
|
|
||
|
|
|
|
||||
Commitments and contingencies (Note 10)
|
|
|
|
||||
|
|
|
|
||||
Shareholders’ equity:
|
|
|
|
||||
Common stock, no par value: 1,000 shares authorized; 167.0 and 170.0 shares issued and outstanding
|
2,816
|
|
|
2,707
|
|
||
Accumulated deficit
|
(1,810
|
)
|
|
(1,794
|
)
|
||
Accumulated other comprehensive loss
|
(29
|
)
|
|
(43
|
)
|
||
Total shareholders’ equity
|
977
|
|
|
870
|
|
||
Total liabilities and shareholders’ equity
|
|
$8,115
|
|
|
|
$7,858
|
|
|
|
|
|
|
|
Retained
|
|
|
Accumulated
|
|
|
|
|||||||
|
|
|
|
|
|
Earnings
|
|
|
Other
|
|
|
|
|||||||
|
|
Common Stock
|
|
(Accumulated
|
|
|
Comprehensive
|
|
|
|
|||||||||
|
|
Shares
|
|
|
Amount
|
|
|
Deficit)
|
|
|
Loss
|
|
|
Total
|
|
||||
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
|
|
||||
Net earnings
|
|
—
|
|
|
—
|
|
|
437
|
|
|
—
|
|
|
437
|
|
||||
Other comprehensive earnings
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|
14
|
|
||||
Dividends ($1.48 per share)
|
|
—
|
|
|
—
|
|
|
(247
|
)
|
|
—
|
|
|
(247
|
)
|
||||
Issuance of common stock under stock compensation plans
|
|
1.1
|
|
|
39
|
|
|
—
|
|
|
—
|
|
|
39
|
|
||||
Stock-based compensation
|
|
0.5
|
|
|
70
|
|
|
—
|
|
|
—
|
|
|
70
|
|
||||
Repurchase of common stock
|
|
(4.6
|
)
|
|
—
|
|
|
(206
|
)
|
|
—
|
|
|
(206
|
)
|
||||
Balance at February 3, 2018
|
|
167.0
|
|
|
|
$2,816
|
|
|
|
($1,810
|
)
|
|
|
($29
|
)
|
|
|
$977
|
|
Fiscal year
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||
Operating Activities
|
|
|
|
|
|
||||||
Net earnings
|
|
$437
|
|
|
|
$354
|
|
|
|
$600
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization expenses
|
666
|
|
|
645
|
|
|
576
|
|
|||
Goodwill impairment
|
—
|
|
|
197
|
|
|
—
|
|
|||
Amortization of deferred property incentives and other, net
|
(82
|
)
|
|
(76
|
)
|
|
(64
|
)
|
|||
Deferred income taxes, net
|
11
|
|
|
(15
|
)
|
|
142
|
|
|||
Stock-based compensation expense
|
77
|
|
|
91
|
|
|
70
|
|
|||
Bad debt expense
|
—
|
|
|
—
|
|
|
26
|
|
|||
Change in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
1
|
|
|
(3
|
)
|
|
(56
|
)
|
|||
Proceeds from sale of credit card receivables originated at Nordstrom
|
39
|
|
|
—
|
|
|
1,297
|
|
|||
Merchandise inventories
|
(62
|
)
|
|
31
|
|
|
(203
|
)
|
|||
Prepaid expenses and other assets
|
(21
|
)
|
|
100
|
|
|
(126
|
)
|
|||
Accounts payable
|
77
|
|
|
16
|
|
|
(2
|
)
|
|||
Accrued salaries, wages and related benefits
|
121
|
|
|
38
|
|
|
2
|
|
|||
Other current liabilities
|
48
|
|
|
181
|
|
|
50
|
|
|||
Deferred property incentives
|
64
|
|
|
65
|
|
|
156
|
|
|||
Other liabilities
|
24
|
|
|
34
|
|
|
2
|
|
|||
Net cash provided by operating activities
|
1,400
|
|
|
1,658
|
|
|
2,470
|
|
|||
|
|
|
|
|
|
||||||
Investing Activities
|
|
|
|
|
|
||||||
Capital expenditures
|
(731
|
)
|
|
(846
|
)
|
|
(1,082
|
)
|
|||
Change in credit card receivables originated at third parties
|
—
|
|
|
—
|
|
|
34
|
|
|||
Proceeds from sale of credit card receivables originated at third parties
|
16
|
|
|
—
|
|
|
890
|
|
|||
Other, net
|
31
|
|
|
55
|
|
|
14
|
|
|||
Net cash used in investing activities
|
(684
|
)
|
|
(791
|
)
|
|
(144
|
)
|
|||
|
|
|
|
|
|
||||||
Financing Activities
|
|
|
|
|
|
||||||
Proceeds from long-term borrowings, net of discounts
|
635
|
|
|
—
|
|
|
16
|
|
|||
Principal payments on long-term borrowings
|
(661
|
)
|
|
(10
|
)
|
|
(8
|
)
|
|||
Defeasance of long-term debt
|
—
|
|
|
—
|
|
|
(339
|
)
|
|||
(Decrease) increase in cash book overdrafts
|
(55
|
)
|
|
4
|
|
|
23
|
|
|||
Cash dividends paid
|
(247
|
)
|
|
(256
|
)
|
|
(1,185
|
)
|
|||
Payments for repurchase of common stock
|
(211
|
)
|
|
(277
|
)
|
|
(1,192
|
)
|
|||
Proceeds from issuances under stock compensation plans
|
39
|
|
|
83
|
|
|
94
|
|
|||
Tax withholding on share-based awards
|
(7
|
)
|
|
(5
|
)
|
|
(4
|
)
|
|||
Other, net
|
(35
|
)
|
|
6
|
|
|
37
|
|
|||
Net cash used in financing activities
|
(542
|
)
|
|
(455
|
)
|
|
(2,558
|
)
|
|||
|
|
|
|
|
|
||||||
Net increase (decrease) in cash and cash equivalents
|
174
|
|
|
412
|
|
|
(232
|
)
|
|||
Cash and cash equivalents at beginning of year
|
1,007
|
|
|
595
|
|
|
827
|
|
|||
Cash and cash equivalents at end of year
|
|
$1,181
|
|
|
|
$1,007
|
|
|
|
$595
|
|
|
|
|
|
|
|
||||||
Supplemental Cash Flow Information
|
|
|
|
|
|
||||||
Cash paid during the year for:
|
|
|
|
|
|
||||||
Income taxes, net of refunds
|
|
$363
|
|
|
|
$112
|
|
|
|
$383
|
|
Interest, net of capitalized interest
|
143
|
|
|
134
|
|
|
136
|
|
|||
|
|
|
|
|
|
||||||
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
|
|
Fiscal year
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||
Allowance at beginning of year
|
|
$187
|
|
|
|
$170
|
|
|
|
$160
|
|
Charged to costs and expenses
|
3,307
|
|
|
3,023
|
|
|
2,720
|
|
|||
Deductions
1
|
(3,310
|
)
|
|
(3,006
|
)
|
|
(2,710
|
)
|
|||
Allowance at end of year
|
|
$184
|
|
|
|
$187
|
|
|
|
$170
|
|
Fiscal year
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||
Cosmetic expenses
|
|
$159
|
|
|
|
$166
|
|
|
|
$161
|
|
Purchase price adjustments
|
184
|
|
|
179
|
|
|
178
|
|
|||
Cooperative advertising
|
107
|
|
|
114
|
|
|
109
|
|
|||
Other
|
7
|
|
|
6
|
|
|
7
|
|
|||
Total vendor allowances
|
|
$457
|
|
|
|
$465
|
|
|
|
$455
|
|
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 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
|
|
||||
Additions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Balance at February 3, 2018
|
|
$64
|
|
|
|
$121
|
|
|
|
$53
|
|
|
|
$238
|
|
•
|
Gift card breakage will be recorded in sales, rather than selling, general, and administrative expenses. It will be estimated based on expected customer redemption periods, rather than when redemption is considered remote.
|
•
|
Loyalty sales attributable to our Nordstrom Rewards loyalty program benefits (for example, Notes, alterations) will be deferred rather than recording the loyalty program expenses as an increase to cost of sales.
|
•
|
Remaining unamortized balances of deferred revenue and investment in contract asset related to the sale of our receivables to TD will be written off as a cumulative-effect adjustment reducing accumulated deficit.
|
•
|
Revenue related to our online sales will be recognized at the shipping point rather than upon receipt by the customer.
|
•
|
Estimated costs of returns will be recorded as a current asset rather than netted with our sales return reserve.
|
•
|
Excess tax benefits and deficiencies resulting from stock-based compensation arrangements are now recorded within income tax expense on the Consolidated Statement of Earnings when the awards vest or are settled, rather than within equity. Additionally, excess tax benefits are now excluded from assumed future proceeds in our calculation of diluted shares for purposes of determining diluted earnings per share. The prospective adoption of this provision did not have a material effect on the Consolidated Financial Statements for the year ended
February 3, 2018
. We had no previously unrecognized excess tax benefits that would have resulted in a cumulative-effect adjustment to beginning retained earnings.
|
•
|
Forfeitures on share-based awards are recorded as they occur, rather than our historical method of estimating forfeitures at the grant date. In evaluating the impact of this change, the adjustment to adopt on a modified retrospective basis was immaterial, therefore, no adjustment has been made to beginning retained earnings.
|
•
|
Excess tax benefits from stock-based compensation arrangements are classified as cash flows from operations, rather than as cash flows from financing activities. We adopted this change retrospectively, which resulted in an increase to net cash provided by operating activities and an increase in cash flows used in financing activities of
$5
for
2016
and
$15
for
2015
. Additionally, cash flows related to withholding shares for tax purposes on net-settled awards are classified as financing activities, rather than operating activities. This classification change was also adopted retrospectively, resulting in an increase of
$5
for
2016
and
$4
for
2015
to net cash provided by operating activities with an offsetting increase to net cash used in financing activities on the Consolidated Statement of Cash Flows for
2016
and
2015
.
|
|
February 3, 2018
|
|
|
January 28, 2017
|
|
||
Land and land improvements
|
|
$111
|
|
|
|
$107
|
|
Buildings and building improvements
|
1,246
|
|
|
1,198
|
|
||
Leasehold improvements
|
3,099
|
|
|
2,938
|
|
||
Store fixtures and equipment
|
3,724
|
|
|
3,513
|
|
||
Capitalized software
|
1,280
|
|
|
1,183
|
|
||
Construction in progress
|
584
|
|
|
554
|
|
||
Land, property and equipment
|
10,044
|
|
|
9,493
|
|
||
Less: accumulated depreciation and amortization
|
(6,105
|
)
|
|
(5,596
|
)
|
||
Land, property and equipment, net
|
|
$3,939
|
|
|
|
$3,897
|
|
|
February 3, 2018
|
|
|
January 28, 2017
|
|
||
Workers’ compensation
|
|
$71
|
|
|
|
$69
|
|
Employee health and welfare
|
26
|
|
|
29
|
|
||
Other liability
|
18
|
|
|
16
|
|
||
Total self-insurance reserve
|
|
$115
|
|
|
|
$114
|
|
|
February 3, 2018
|
|
|
January 28, 2017
|
|
||
Change in benefit obligation:
|
|
|
|
||||
Benefit obligation at beginning of year
|
|
$188
|
|
|
|
$181
|
|
Participant service cost
|
3
|
|
|
3
|
|
||
Interest cost
|
7
|
|
|
7
|
|
||
Benefits paid
|
(8
|
)
|
|
(7
|
)
|
||
Actuarial gain
|
10
|
|
|
4
|
|
||
Benefit obligation at end of year
|
200
|
|
|
188
|
|
||
Change in plan assets:
|
|
|
|
||||
Fair value of plan assets at beginning of year
|
—
|
|
|
—
|
|
||
Employer contribution
|
8
|
|
|
7
|
|
||
Benefits paid
|
(8
|
)
|
|
(7
|
)
|
||
Fair value of plan assets at end of year
|
—
|
|
|
—
|
|
||
Underfunded status at end of year
|
|
($200
|
)
|
|
|
($188
|
)
|
|
February 3, 2018
|
|
|
January 28, 2017
|
|
||
Accrued salaries, wages and related benefits
|
|
$9
|
|
|
|
$8
|
|
Other liabilities (noncurrent)
|
191
|
|
|
180
|
|
||
Net amount recognized
|
|
$200
|
|
|
|
$188
|
|
Fiscal year
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||
Participant service cost
|
|
$3
|
|
|
|
$3
|
|
|
|
$3
|
|
Interest cost
|
7
|
|
|
7
|
|
|
7
|
|
|||
Amortization of net loss and other
|
3
|
|
|
3
|
|
|
11
|
|
|||
Total SERP expense
|
|
$13
|
|
|
|
$13
|
|
|
|
$21
|
|
|
February 3, 2018
|
|
|
January 28, 2017
|
|
||
Accumulated loss
|
|
($46
|
)
|
|
|
($41
|
)
|
Prior service credit
|
2
|
|
|
4
|
|
||
Total accumulated other comprehensive loss
|
|
($44
|
)
|
|
|
($37
|
)
|
Fiscal year
|
2017
|
|
|
2016
|
|
|
2015
|
|
Assumptions used to determine benefit obligation:
|
|
|
|
|
|
|||
Discount rate
|
3.95
|
%
|
|
4.31
|
%
|
|
4.55
|
%
|
Rate of compensation increase
|
3.00
|
%
|
|
3.00
|
%
|
|
3.00
|
%
|
Assumptions used to determine SERP expense:
|
|
|
|
|
|
|||
Discount rate
|
4.31
|
%
|
|
4.55
|
%
|
|
3.70
|
%
|
Rate of compensation increase
|
3.00
|
%
|
|
3.00
|
%
|
|
3.00
|
%
|
Fiscal year
|
|
||
2018
|
|
$9
|
|
2019
|
10
|
|
|
2020
|
11
|
|
|
2021
|
11
|
|
|
2022
|
11
|
|
|
2023 – 2027
|
61
|
|
|
February 3, 2018
|
|
|
January 28, 2017
|
|
||
Secured
|
|
|
|
||||
Mortgage payable, 7.68%, due April 2020
|
|
$17
|
|
|
|
$24
|
|
Other
|
1
|
|
|
3
|
|
||
Total secured debt
|
18
|
|
|
27
|
|
||
Unsecured
|
|
|
|
||||
Net of unamortized discount:
|
|
|
|
||||
Senior notes, 6.25%, due January 2018
|
—
|
|
|
650
|
|
||
Senior notes, 4.75%, due May 2020
|
500
|
|
|
499
|
|
||
Senior notes, 4.00%, due October 2021
|
500
|
|
|
500
|
|
||
Senior notes, 4.00%, due March 2027
|
349
|
|
|
—
|
|
||
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
|
892
|
|
|
602
|
|
||
Other
1
|
32
|
|
|
50
|
|
||
Total unsecured debt
|
2,719
|
|
|
2,747
|
|
||
|
|
|
|
||||
Total long-term debt
|
2,737
|
|
|
2,774
|
|
||
Less: current portion
|
(56
|
)
|
|
(11
|
)
|
||
Total due beyond one year
|
|
$2,681
|
|
|
|
$2,763
|
|
Fiscal year
|
|
||
2018
|
|
$56
|
|
2019
|
8
|
|
|
2020
|
502
|
|
|
2021
|
500
|
|
|
2022
|
—
|
|
|
Thereafter
|
1,764
|
|
Fiscal year
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||
Interest on long-term debt and short-term borrowings
|
|
$168
|
|
|
|
$147
|
|
|
|
$153
|
|
Less:
|
|
|
|
|
|
||||||
Interest income
|
(5
|
)
|
|
(1
|
)
|
|
—
|
|
|||
Capitalized interest
|
(27
|
)
|
|
(25
|
)
|
|
(28
|
)
|
|||
Interest expense, net
|
|
$136
|
|
|
|
$121
|
|
|
|
$125
|
|
|
February 3, 2018
|
|
|
January 28, 2017
|
|
||
Carrying value of long-term debt
|
|
$2,737
|
|
|
|
$2,774
|
|
Fair value of long-term debt
|
2,827
|
|
|
2,949
|
|
Fiscal year
|
|
Operating leases
|
|
|
2018
|
|
|
$309
|
|
2019
|
|
312
|
|
|
2020
|
|
293
|
|
|
2021
|
|
269
|
|
|
2022
|
|
247
|
|
|
Thereafter
|
|
1,310
|
|
|
Total minimum lease payments
|
|
|
$2,740
|
|
Fiscal year
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||
Minimum rent:
|
|
|
|
|
|
||||||
Store locations
|
|
$274
|
|
|
|
$230
|
|
|
|
$204
|
|
Offices, warehouses and equipment
|
44
|
|
|
40
|
|
|
41
|
|
|||
Percentage rent
|
11
|
|
|
12
|
|
|
13
|
|
|||
Property incentives
|
(79
|
)
|
|
(80
|
)
|
|
(82
|
)
|
|||
Total rent expense
|
|
$250
|
|
|
|
$202
|
|
|
|
$176
|
|
|
Shares
|
|
|
Average price
per share
|
|
|
Amount
|
|
||
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
1
|
|
|
|
|
(73
|
)
|
||||
Capacity at January 30, 2016
|
|
|
|
|
811
|
|
||||
Shares repurchased
|
5.9
|
|
|
|
$48
|
|
|
(282
|
)
|
|
Capacity at January 28, 2017
|
|
|
|
|
529
|
|
||||
February 2017 authorization (ending August 31, 2018)
|
|
|
|
|
500
|
|
||||
Shares repurchased
|
4.6
|
|
|
|
$45
|
|
|
(206
|
)
|
|
Expiration of unused October 2015 authorization capacity in March 2017
|
|
|
|
|
(409
|
)
|
||||
Capacity at February 3, 2018
|
|
|
|
|
|
$414
|
|
Fiscal year
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||
Stock options
|
|
$18
|
|
|
|
$36
|
|
|
|
$33
|
|
Restricted stock units
|
51
|
|
|
34
|
|
|
18
|
|
|||
Acquisition-related stock compensation
|
1
|
|
|
15
|
|
|
17
|
|
|||
Performance share units
|
2
|
|
|
1
|
|
|
(3
|
)
|
|||
Other
|
5
|
|
|
5
|
|
|
5
|
|
|||
Total stock-based compensation expense, before income tax benefit
|
77
|
|
|
91
|
|
|
70
|
|
|||
Income tax benefit
|
(20
|
)
|
|
(28
|
)
|
|
(21
|
)
|
|||
Total stock-based compensation expense, net of income tax benefit
|
|
$57
|
|
|
|
$63
|
|
|
|
$49
|
|
Fiscal year
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||
Cost of sales and related buying and occupancy costs
|
|
$25
|
|
|
|
$25
|
|
|
|
$20
|
|
Selling, general and administrative expenses
|
52
|
|
|
66
|
|
|
50
|
|
|||
Total stock-based compensation expense, before income tax benefit
|
|
$77
|
|
|
|
$91
|
|
|
|
$70
|
|
Fiscal Year
|
2017
|
|
|
2016
|
|
|
2015
|
|
||||
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.
|
1.0% – 2.5%
|
|
|
0.7% – 1.9%
|
|
|
0.2% – 2.1%
|
|
|||
|
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.
|
40.1
|
%
|
|
36.8
|
%
|
|
29.4
|
%
|
|||
|
Weighted-average expected dividend yield:
Our forecasted dividend yield for the next 10 years.
|
2.4
|
%
|
|
2.2
|
%
|
|
1.8
|
%
|
|||
|
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.
|
7.1
|
|
|
6.9
|
|
|
6.7
|
|
|||
|
|
|
|
|
|
|
||||||
Grant Date Information
|
|
|
|
|
|
|||||||
|
Date of grant
|
February 28, 2017
|
|
|
February 29, 2016
|
|
|
February 24, 2015
|
|
|||
|
Weighted-average fair value per option
|
|
$16
|
|
|
|
$16
|
|
|
|
$21
|
|
|
Exercise price per option
|
|
$47
|
|
|
|
$51
|
|
|
|
$81
|
|
Fiscal year
|
2017
|
|||||||||||||
|
Shares
|
|
|
Weighted-
average
exercise price
|
|
|
Weighted-average
remaining
contractual
life (years)
|
|
|
Aggregate
intrinsic
value
|
|
|||
Outstanding, beginning of year
|
13.5
|
|
|
|
$48
|
|
|
|
|
|
||||
Granted
|
0.3
|
|
|
47
|
|
|
|
|
|
|||||
Exercised
|
(0.7
|
)
|
|
30
|
|
|
|
|
|
|||||
Forfeited or cancelled
|
(0.8
|
)
|
|
54
|
|
|
|
|
|
|||||
Outstanding, end of year
|
12.3
|
|
|
|
$49
|
|
|
5
|
|
|
|
$52
|
|
|
Exercisable, end of year
|
9.1
|
|
|
|
$47
|
|
|
4
|
|
|
|
$49
|
|
|
Vested or expected to vest, end of year
|
11.8
|
|
|
|
$49
|
|
|
5
|
|
|
|
$52
|
|
|
|
|
|
|
|
|
|
|
|||||||
Fiscal year
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
||||
Aggregate intrinsic value of options exercised
|
|
|
|
$13
|
|
|
|
$30
|
|
|
|
$62
|
|
|
Fair value of stock options vested
|
|
|
|
$34
|
|
|
|
$40
|
|
|
|
$44
|
|
Fiscal year
|
2017
|
|||||
|
Shares
|
|
|
Weighted-average grant date fair value per unit
|
|
|
Outstanding, beginning of year
|
2.3
|
|
|
|
$49
|
|
Granted
|
1.9
|
|
|
42
|
|
|
Vested
|
(0.5
|
)
|
|
56
|
|
|
Forfeited or cancelled
|
(0.4
|
)
|
|
63
|
|
|
Outstanding, end of year
|
3.3
|
|
|
|
$45
|
|
Fiscal year
|
2017
|
|
Outstanding units, beginning of year
|
0.2
|
|
Granted
|
0.1
|
|
Vested
|
—
|
|
Forfeited or cancelled
|
(0.1
|
)
|
Outstanding units, end of year
|
0.2
|
|
Fiscal year
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||
U.S.
|
|
$803
|
|
|
|
$687
|
|
|
|
$996
|
|
Foreign
|
(13
|
)
|
|
(3
|
)
|
|
(20
|
)
|
|||
Earnings before income taxes
|
|
$790
|
|
|
|
$684
|
|
|
|
$976
|
|
Fiscal year
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||
Current income taxes:
|
|
|
|
|
|
||||||
Federal
|
|
$291
|
|
|
|
$290
|
|
|
|
$202
|
|
State and local
|
51
|
|
|
54
|
|
|
32
|
|
|||
Foreign
|
—
|
|
|
1
|
|
|
—
|
|
|||
Total current income tax expense
|
342
|
|
|
345
|
|
|
234
|
|
|||
Deferred income taxes:
|
|
|
|
|
|
||||||
Federal
|
10
|
|
|
(17
|
)
|
|
123
|
|
|||
State and local
|
1
|
|
|
(5
|
)
|
|
23
|
|
|||
Foreign
|
—
|
|
|
7
|
|
|
(4
|
)
|
|||
Total deferred income tax (benefit) expense
|
11
|
|
|
(15
|
)
|
|
142
|
|
|||
Total income tax expense
|
|
$353
|
|
|
|
$330
|
|
|
|
$376
|
|
Fiscal year
|
2017
|
|
|
2016
|
|
|
2015
|
|
Statutory rate
1
|
33.7
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
Tax Act impact
|
6.1
|
%
|
|
—
|
|
|
—
|
|
Goodwill impairment
|
—
|
|
|
10.1
|
%
|
|
—
|
|
State and local income taxes, net of federal income taxes
|
4.5
|
%
|
|
5.1
|
%
|
|
4.1
|
%
|
Non-deductible acquisition-related items
|
0.3
|
%
|
|
0.6
|
%
|
|
0.4
|
%
|
Federal credits
|
(0.7
|
%)
|
|
(0.6
|
%)
|
|
(0.6
|
%)
|
Other, net
|
0.8
|
%
|
|
(2.0
|
%)
|
|
(0.3
|
%)
|
Effective tax rate
|
44.7
|
%
|
|
48.2
|
%
|
|
38.6
|
%
|
|
February 3, 2018
|
|
|
January 28, 2017
|
|
||
Compensation and benefits accruals
|
|
$148
|
|
|
|
$209
|
|
Allowance for sales returns
|
50
|
|
|
76
|
|
||
Credit card receivable transaction
|
8
|
|
|
13
|
|
||
Accrued expenses
|
27
|
|
|
39
|
|
||
Merchandise inventories
|
12
|
|
|
43
|
|
||
Gift cards
|
27
|
|
|
33
|
|
||
Federal benefit of state taxes
|
16
|
|
|
18
|
|
||
Net operating losses
|
22
|
|
|
12
|
|
||
(Loss) Gain on sale of interest rate swap
|
(1
|
)
|
|
4
|
|
||
Other
|
3
|
|
|
18
|
|
||
Total deferred tax assets
|
312
|
|
|
465
|
|
||
Valuation allowance
|
(51
|
)
|
|
(37
|
)
|
||
Total net deferred tax assets
|
261
|
|
|
428
|
|
||
Land, property and equipment basis and depreciation differences
|
(109
|
)
|
|
(258
|
)
|
||
Debt exchange premium
|
(14
|
)
|
|
(23
|
)
|
||
Total deferred tax liabilities
|
(123
|
)
|
|
(281
|
)
|
||
Net deferred tax assets
|
|
$138
|
|
|
|
$147
|
|
Fiscal year
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||
Unrecognized tax benefit at beginning of year
|
|
$32
|
|
|
|
$19
|
|
|
|
$15
|
|
Gross increase to tax positions in prior periods
|
2
|
|
|
16
|
|
|
6
|
|
|||
Gross decrease to tax positions in prior periods
|
(7
|
)
|
|
—
|
|
|
(2
|
)
|
|||
Gross increase to tax positions in current period
|
5
|
|
|
2
|
|
|
2
|
|
|||
Lapses in statute
|
(1
|
)
|
|
(5
|
)
|
|
(2
|
)
|
|||
Unrecognized tax benefit at end of year
|
|
$31
|
|
|
|
$32
|
|
|
|
$19
|
|
Fiscal year
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||
Net earnings
|
|
$437
|
|
|
|
$354
|
|
|
|
$600
|
|
|
|
|
|
|
|
||||||
Basic shares
|
166.8
|
|
|
173.2
|
|
|
186.3
|
|
|||
Dilutive effect of common stock equivalents
|
2.1
|
|
|
2.4
|
|
|
3.8
|
|
|||
Diluted shares
|
168.9
|
|
|
175.6
|
|
|
190.1
|
|
|||
|
|
|
|
|
|
||||||
Earnings per basic share
|
|
$2.62
|
|
|
|
$2.05
|
|
|
|
$3.22
|
|
Earnings per diluted share
|
|
$2.59
|
|
|
|
$2.02
|
|
|
|
$3.15
|
|
|
|
|
|
|
|
||||||
Anti-dilutive common stock equivalents
|
10.5
|
|
|
8.0
|
|
|
2.3
|
|
|
Retail
|
|
|
Corporate/Other
|
|
|
Retail Business
|
|
|
Credit
|
|
|
Total
|
|
|||||
Fiscal year 2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$15,408
|
|
|
|
($271
|
)
|
|
|
$15,137
|
|
|
|
$—
|
|
|
|
$15,137
|
|
Credit card revenues, net
|
—
|
|
|
—
|
|
|
—
|
|
|
341
|
|
|
341
|
|
|||||
Earnings (loss) before interest and income taxes
|
1,206
|
|
|
(454
|
)
|
|
752
|
|
|
174
|
|
|
926
|
|
|||||
Interest expense, net
|
—
|
|
|
(136
|
)
|
|
(136
|
)
|
|
—
|
|
|
(136
|
)
|
|||||
Earnings (loss) before income taxes
|
1,206
|
|
|
(590
|
)
|
|
616
|
|
|
174
|
|
|
790
|
|
|||||
Capital expenditures
|
516
|
|
|
214
|
|
|
730
|
|
|
1
|
|
|
731
|
|
|||||
Depreciation and amortization
|
445
|
|
|
213
|
|
|
658
|
|
|
8
|
|
|
666
|
|
|||||
Assets
|
5,237
|
|
|
2,638
|
|
|
7,875
|
|
|
240
|
|
|
8,115
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
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
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||
Nordstrom full-line stores - U.S.
1
|
|
$6,951
|
|
|
|
$7,186
|
|
|
|
$7,633
|
|
Nordstrom.com
|
2,887
|
|
|
2,519
|
|
|
2,300
|
|
|||
Full-price
|
9,838
|
|
|
9,705
|
|
|
9,933
|
|
|||
|
|
|
|
|
|
||||||
Nordstrom Rack
|
4,059
|
|
|
3,809
|
|
|
3,533
|
|
|||
Nordstromrack.com/HauteLook
|
897
|
|
|
700
|
|
|
532
|
|
|||
Off-price
|
4,956
|
|
|
4,509
|
|
|
4,065
|
|
|||
|
|
|
|
|
|
||||||
Other retail
2
|
614
|
|
|
554
|
|
|
378
|
|
|||
Retail segment
|
15,408
|
|
|
14,768
|
|
|
14,376
|
|
|||
Corporate/Other
|
(271
|
)
|
|
(270
|
)
|
|
(281
|
)
|
|||
Total net sales
|
|
$15,137
|
|
|
|
$14,498
|
|
|
|
$14,095
|
|
Fiscal year
|
2017
|
|
|
2016
|
|
|
2015
|
|
Women’s Apparel
|
32
|
%
|
|
32
|
%
|
|
31
|
%
|
Shoes
|
23
|
%
|
|
23
|
%
|
|
23
|
%
|
Men’s Apparel
|
16
|
%
|
|
17
|
%
|
|
17
|
%
|
Women’s Accessories
|
11
|
%
|
|
11
|
%
|
|
12
|
%
|
Beauty
|
11
|
%
|
|
11
|
%
|
|
11
|
%
|
Kids’ Apparel
|
4
|
%
|
|
3
|
%
|
|
3
|
%
|
Other
|
3
|
%
|
|
3
|
%
|
|
3
|
%
|
Total net sales
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
1st Quarter
|
|
|
2nd Quarter
|
|
|
3rd Quarter
|
|
|
4th Quarter
|
|
|
Total
|
|
|||||
Fiscal year 2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$3,279
|
|
|
|
$3,717
|
|
|
|
$3,541
|
|
|
|
$4,600
|
|
|
|
$15,137
|
|
Comparable sales (decrease) increase
2
|
(0.8
|
%)
|
|
1.7
|
%
|
|
(0.9
|
%)
|
|
2.6
|
%
|
|
0.8
|
%
|
|||||
Credit card revenues, net
|
75
|
|
|
76
|
|
|
88
|
|
|
102
|
|
|
341
|
|
|||||
Gross profit
|
1,124
|
|
|
1,266
|
|
|
1,226
|
|
|
1,631
|
|
|
5,247
|
|
|||||
Selling, general and administrative expenses
|
(1,048
|
)
|
|
(1,125
|
)
|
|
(1,106
|
)
|
|
(1,383
|
)
|
|
(4,662
|
)
|
|||||
Earnings before interest and income taxes
|
151
|
|
|
217
|
|
|
208
|
|
|
350
|
|
|
926
|
|
|||||
Net earnings
|
63
|
|
|
110
|
|
|
114
|
|
|
151
|
|
|
437
|
|
|||||
Earnings per basic share
|
|
$0.38
|
|
|
|
$0.66
|
|
|
|
$0.68
|
|
|
|
$0.90
|
|
|
|
$2.62
|
|
Earnings per diluted share
|
|
$0.37
|
|
|
|
$0.65
|
|
|
|
$0.67
|
|
|
|
$0.89
|
|
|
|
$2.59
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fiscal year 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$3,192
|
|
|
|
$3,592
|
|
|
|
$3,472
|
|
|
|
$4,243
|
|
|
|
$14,498
|
|
Comparable sales (decrease) increase
3
|
(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
4
|
|
$0.27
|
|
|
|
$0.67
|
|
|
|
($0.06
|
)
|
|
|
$1.17
|
|
|
|
$2.05
|
|
Earnings (Loss) per diluted share
4,5
|
|
$0.26
|
|
|
|
$0.67
|
|
|
|
($0.06
|
)
|
|
|
$1.15
|
|
|
|
$2.02
|
|
|
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
|
|
Exhibit
|
|
Method of Filing
|
10.64
|
|
Incorporated by reference from the Registrant’s Form 8-K filed on April 6, 2015, Exhibit 10.1
|
|
|
|
|
|
10.65
|
|
Incorporated by reference from the Registrant’s Form 8-K filed on April 6, 2016, Exhibit 10.1
|
|
|
|
|
|
10.66
|
|
Incorporated by reference from the Registrant’s Annual Report on Form 10-K for the year ended January 31, 2002, Exhibit 10.38
|
|
|
|
|
|
10.67
|
|
Incorporated by reference from the Registrant’s Form 8-K filed on May 8, 2007, Exhibit 99.2
|
|
|
|
|
|
10.68
|
|
Incorporated by reference from the Registrant’s Form 8-K filed on May 8, 2007, Exhibit 99.4
|
|
|
|
|
|
10.69
|
|
Incorporated by reference from the Registrant’s Form 8-K filed on May 8, 2007, Exhibit 99.5
|
|
|
|
|
|
10.70
|
|
Incorporated by reference from the Registrant’s Form 8-K filed on May 8, 2007, Exhibit 99.6
|
|
|
|
|
|
10.71
|
|
Incorporated by reference from the Registrant’s Form 8-K filed on May 8, 2007, Exhibit 99.3
|
|
|
|
|
|
10.72
|
|
Incorporated by reference from the Registrant’s Form 8-K filed on May 8, 2007, Exhibit 99.1
|
|
|
|
|
|
10.73
|
|
Incorporated by reference from the Registrant’s Form 8-K filed on December 23, 2009, Exhibit 10.1
|
|
|
|
|
|
10.74
|
|
Incorporated by reference from the Registrant’s Form 8-K filed on December 23, 2009, Exhibit 10.2
|
|
|
|
|
|
10.75
|
|
Incorporated by reference from the Registrant’s Form 8-K filed on February 28, 2013, Exhibit 99.1
|
|
|
|
|
|
10.76
|
|
Incorporated by reference from the Registrant’s Form 8-K filed on September 4, 2014, Exhibit 99.1
|
|
|
|
|
|
10.77
|
|
Incorporated by reference from the Registrant’s Form 8-K filed on October 2, 2015, Exhibit 99.1
|
|
|
|
|
|
10.78
|
|
Incorporated by reference from the Registrant’s Form 8-K filed on February 21, 2017, Exhibit 99.2
|
|
|
|
|
|
|
Exhibit
|
|
Method of Filing
|
10.79
|
|
Incorporated by reference from the Registrant’s Form 8-K filed on December 4, 2013, Exhibit 99.1
|
|
|
|
|
|
10.80
|
|
Incorporated by reference from the Registrant’s Form 8-K filed on December 4, 2013, Exhibit 99.2
|
|
|
|
|
|
10.81
|
|
Incorporated by reference from the Registrant’s Form 8-K filed on December 12, 2013, Exhibit 99.1
|
|
|
|
|
|
10.82
|
|
Incorporated by reference from the Registrant’s Form 8-K filed on December 17, 2013, Exhibit 99.1
|
|
|
|
|
|
10.83
|
|
Incorporated by reference from the Registrant’s Form 8-K filed on January 2, 2014, Exhibit 99.1
|
|
|
|
|
|
10.84
|
|
Incorporated by reference from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended August 1, 2015, Exhibit 10.1
|
|
|
|
|
|
10.85
|
|
Incorporated by reference from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2015, Exhibit 10.1
|
|
|
|
|
|
10.86
|
|
Incorporated by reference from the Registrant’s Form 8-K filed on June 8, 2017, Exhibit 99.2, and the Registrant’s SC 13D filed on June 8, 2017, Exhibit 3
|
|
|
|
|
|
21.1
|
|
Filed herewith electronically
|
|
|
|
|
|
23.1
|
|
Filed as page
75
of this report
|
|
|
|
|
|
31.1
|
|
Filed herewith electronically
|
|
|
|
|
|
31.2
|
|
Filed herewith electronically
|
|
|
|
|
|
32.1
|
|
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
|
|
|
|
|
|
NORDSTROM, INC.
|
|
|
|
(Registrant)
|
|
|
|
|
|
|
|
|
/s/
|
Anne L. Bramman
|
|
|
|
Anne L. Bramman
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
Principal Financial Officer:
|
|
Principal Executive Officer:
|
||
|
|
|
|
|
/s/
|
Anne L. Bramman
|
|
/s/
|
Blake W. Nordstrom
|
|
Anne L. Bramman
|
|
|
Blake W. Nordstrom
|
|
Chief Financial Officer
|
|
|
Co-President
|
|
|
|
|
|
Principal Accounting Officer:
|
|
|
|
|
|
|
|
|
|
/s/
|
Kelley K. Hall
|
|
|
|
|
Kelley K. Hall
|
|
|
|
Senior Vice President, Chief Accounting Officer and Treasurer
|
|
|
|
|
|
|
|
|
|
Directors:
|
|
|
|
|
|
|
|
|
|
/s/
|
Shellye L. Archambeau
|
|
/s/
|
Stacy Brown-Philpot
|
|
Shellye L. Archambeau
|
|
|
Stacy Brown-Philpot
|
|
Director
|
|
|
Director
|
|
|
|
|
|
/s/
|
Tanya L. Domier
|
|
/s/
|
Blake W. Nordstrom
|
|
Tanya L. Domier
|
|
|
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 19, 2018
|
|
|
|
ARTICLE I
|
1
|
1.1
|
Title
1
|
1.2
|
Purpose
1
|
1.3
|
Effective Date
1
|
ARTICLE II
|
1
|
2.1
|
Eligible Employee
1
|
2.2
|
Entry Date
2
|
2.3
|
When Participation Begins
2
|
2.4
|
Suspension of Participation
2
|
2.5
|
When Participation Ends
2
|
ARTICLE III
|
3
|
3.1
|
Deferral Elections
3
|
3.2
|
Amount of Deferral
4
|
3.3
|
Minimum Deferral
6
|
3.4
|
Company Contribution Allocations
6
|
3.5
|
Deferral of Signing Bonus, Retention Bonus or Separation Payments Prohibited
9
|
3.6
|
Requirement for Deferral Agreement
10
|
3.7
|
Applicability of Deferral Agreement
10
|
ARTICLE IV
|
10
|
4.1
|
Account
10
|
4.2
|
Time of Crediting Accounts
11
|
4.3
|
Participant Deemed Investments
11
|
4.4
|
Investments by the Company
12
|
4.5
|
Limited Effect of Allocation
12
|
4.6
|
Report of Account
12
|
ARTICLE V
|
13
|
5.1
|
Ownership Rights in Account
13
|
5.2
|
Rights in Plan are Unfunded and Unsecured
13
|
5.3
|
No Transfer of Interest in Plan Allowed
13
|
5.4
|
Plan Binding Upon Parties
13
|
5.5
|
Application of Clawback Policy
13
|
ARTICLE VI
|
14
|
6.1
|
Separation Distributions
14
|
6.2
|
In-Service Distributions
14
|
6.3
|
Pre-Retirement Separation
16
|
6.4
|
Payment Commencement Date
16
|
6.5
|
Delayed Payment Date
16
|
6.6
|
Changing the Time or Form of Distribution
17
|
6.7
|
Cash and Stock Distributions
17
|
6.8
|
Postponement of Non-Deductible Distributions
17
|
6.9
|
Acceleration of Payment
19
|
6.10
|
Post-Distribution Allocations
19
|
ARTICLE VII
|
19
|
7.1
|
Designation of Beneficiary
19
|
7.2
|
Married Participants
19
|
7.3
|
Deemed Beneficiary
19
|
7.4
|
Surviving Beneficiary
20
|
7.5
|
Determination of Account Balance at Death
20
|
7.6
|
Distribution of Account Balance at Death
20
|
7.7
|
Determination of Beneficiary
20
|
7.8
|
Payments to Minor or Incapacitated Beneficiaries
20
|
7.9
|
Effect of Divorce
21
|
ARTICLE VIII
|
21
|
8.1
|
Plan Sponsor and Administrator
21
|
8.2
|
Powers and Authority of the Company
21
|
8.3
|
Administrative Committee
21
|
8.4
|
Powers and Authority of Leadership Benefits
22
|
8.5
|
Reliance on Opinions
23
|
8.6
|
Information
23
|
8.7
|
Indemnification
23
|
ARTICLE IX
|
24
|
9.1
|
Submission of Claim
24
|
9.2
|
Denial of Claim
24
|
9.3
|
Review of Denied Claim
24
|
9.4
|
Decision upon Review of Denied Claim
24
|
ARTICLE X
|
24
|
ARTICLE XI
|
25
|
11.1
|
No Employment Contract
25
|
11.2
|
Employee Cooperation
25
|
11.3
|
Illegality and Invalidity
25
|
11.4
|
Required Notice
25
|
11.5
|
Interest of Participant’s Spouse
25
|
11.6
|
Tax Liabilities from Plan
25
|
11.7
|
Benefits Nonexclusive
26
|
11.8
|
Discharge of Company Obligation
26
|
11.9
|
Costs of Enforcement
26
|
11.10
|
Gender and Case
26
|
11.11
|
Titles and Headings
26
|
11.12
|
Applicable Law
26
|
11.13
|
Counterparts
26
|
Term
|
Defined in Section
|
Page Number
|
Account
|
4.1
|
9
|
Annual Election Period
|
2.3(a)
|
2
|
Base Compensation
|
3.1(b)(1)
|
3
|
Bonus Compensation
|
3.1(b)(2)
|
3
|
Board
|
11.14(a)
|
25
|
Change in Control
|
6.8(c)
|
17
|
Claiming Party
|
9.1
|
22
|
Code
|
11.14(b)
|
25
|
Common Stock Unit Sub-Account
|
4.1(b)
|
10
|
Company
|
1.2
|
1
|
Deemed Investment Sub-Account
|
4.1(a)
|
9
|
Deferral Agreement
|
3.1(a)
|
3
|
Deferred Retirement Date
|
11.14(c)
|
25
|
Disabled
|
3.7(b)(2)
|
9
|
Early Retirement Date
|
11.14(d)
|
25
|
Election Period
|
2.3
|
2
|
Eligible Compensation
|
3.1(b)
|
3
|
Eligible Employee
|
2.1
|
1
|
Equity Incentive Plan
|
11.14(e)
|
25
|
ERISA
|
1.2
|
1
|
401(k) Plan
|
11.14(f)
|
26
|
Initial Election Period
|
2.3(b)
|
2
|
Leadership Benefits
|
2.1(c)
|
2
|
Make-up Contribution
|
3.4(a)
|
6
|
Normal Retirement Date
|
11.14(h)
|
26
|
Participant
|
2.3
|
2
|
Payment Commencement Date
|
6.4
|
15
|
Performance Share Unit
|
3.1(b)(3)
|
4
|
Plan Administrator
|
8.1
|
20
|
Plan Year
|
11.14(k)
|
26
|
Restoration Contribution
|
3.4(c)
|
7
|
Restricted Stock Unit
|
3.1(b)(4)
|
4
|
Specified Employee
|
6.5
|
15
|
Supplemental Executive Retirement Plan (SERP)
|
11.14(d)
|
25
|
Termination Date
|
11.14(l)
|
26
|
Unforeseeable Financial Emergency
|
6.2(a)(i)
|
14
|
Years of Service
|
11.14(m)
|
27
|
(a)
|
“Board” means the Board of Directors of Nordstrom, Inc.
|
(b)
|
“Code” means the Internal Revenue Code of 1986, as amended.
|
(k)
|
“Plan Year” means the calendar year.
|
|
NORDSTROM, INC.
By:
Title:
|
Subsidiary
|
Effective Date
|
Nordstrom Puerto Rico LLC
|
January 1, 2015
|
ARTICLE I TITLE, PURPOSE AND EFFECTIVE DATE
|
1
|
|
1.1
|
Title
|
1
|
1.2
|
Purpose
|
1
|
1.3
|
Effective Date
|
1
|
ARTICLE II
|
1
|
|
2.1
|
Participation
|
1
|
2.2
|
Time of Eligibility
|
1
|
ARTICLE III DEFERRAL OF COMPENSATION
|
1
|
|
3.1
|
Deferral Elections
|
1
|
3.2
|
Amount of Deferral
|
3
|
3.3
|
Effect of Election to Defer Equity Compensation
|
3
|
3.4
|
Minimum Deferral
|
3
|
3.5
|
Requirement for Deferral Agreement
|
3
|
3.6
|
Applicability of Deferral Agreement
|
3
|
3.7
|
Suspension of Participation
|
4
|
ARTICLE IV APPRECIATION UNIT AWARDS AND VALUATION
|
4
|
|
4.1
|
Participation
|
4
|
4.2
|
Award of Units
|
4
|
4.3
|
Nature of Units
|
4
|
4.4
|
Conversion
|
4
|
4.5
|
Valuation
|
4
|
4.6
|
Participation Agreement
|
5
|
4.7
|
Effect of Change in Stock
|
5
|
ARTICLE V BOOKKEEPING ACCOUNT AND CREDITING
|
5
|
|
5.1
|
Bookkeeping Account
|
5
|
5.2
|
Time of Crediting Accounts
|
6
|
5.3
|
Participant Deemed Investments
|
6
|
5.4
|
Investments by the Company
|
7
|
5.5
|
Limited Effect of Allocation
|
8
|
5.6
|
Report of Account
|
8
|
ARTICLE VI RIGHTS OF PARTICIPANT IN PLAN
|
8
|
|
6.1
|
Ownership Rights in Bookkeeping Account
|
8
|
6.2
|
Rights in Plan are Unfunded and Unsecured
|
8
|
6.3
|
No Transfer of Interest in Plan Allowed
|
8
|
6.4
|
Plan Binding Upon Parties
|
9
|
ARTICLE VII DISTRIBUTIONS
|
9
|
|
7.1
|
Acceleration of Payment
|
9
|
7.2
|
In-Service Distributions
|
9
|
7.3
|
Distributions Following Separation for Post 2013 Deferrals
|
10
|
7.4
|
Distributions upon Separation
|
10
|
7.5
|
Cash and Stock Distributions
|
11
|
ARTICLE VIII DEATH BENEFITS
|
12
|
|
8.1
|
Designation of Beneficiary
|
12
|
8.2
|
Deemed Beneficiary
|
12
|
8.3
|
Surviving Beneficiary
|
12
|
8.4
|
Determination of Account Balance at Death
|
12
|
8.5
|
Distribution of Bookkeeping Account Balance at Death
|
12
|
8.6
|
Determination of Beneficiary
|
13
|
8.7
|
Payments to Minor or Incapacitated Beneficiaries
|
13
|
8.8
|
Effect of Divorce
|
13
|
ARTICLE IX ADMINISTRATION OF THE PLAN
|
13
|
|
9.1
|
Plan Sponsor and Administrator
|
13
|
9.2
|
Powers and Authority of the Company
|
13
|
9.3
|
Administrative Committee
|
14
|
9.4
|
Powers and Authority of Leadership Benefits
|
15
|
9.5
|
Reliance on Opinions
|
16
|
9.6
|
Information
|
16
|
9.7
|
Indemnification
|
16
|
ARTICLE X CLAIMS PROCEDURE
|
16
|
|
10.1
|
Submission of Claim
|
16
|
10.2
|
Denial of Claim
|
16
|
10.3
|
Review of Denied Claim
|
17
|
10.4
|
Decision Upon Review of Denied Claim
|
17
|
ARTICLE XI AMENDMENT AND TERMINATION
|
17
|
|
ARTICLE XII MISCELLANEOUS
|
17
|
|
12.1
|
No Employment Contract
|
17
|
12.2
|
Cooperation
|
17
|
12.3
|
Illegality and Invalidity
|
17
|
12.4
|
Required Notice
|
18
|
12.5
|
Interest of Participant’s Spouse
|
18
|
12.6
|
Tax Liabilities from Plan
|
18
|
12.7
|
Benefits Nonexclusive
|
18
|
12.8
|
Discharge of Company Obligation
|
18
|
12.9
|
Costs of Enforcement
|
18
|
12.10
|
Gender and Case
|
18
|
12.11
|
Titles and Headings
|
19
|
12.12
|
Applicable Law
|
19
|
12.13
|
Counterparts
|
19
|
12.14
|
Definitions
|
19
|
|
NORDSTROM, INC.
By:
Title:
|
Name of Subsidiary
|
|
State of Incorporation
|
|
|
|
Nordstrom Card Services, Inc.
|
|
Delaware
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date:
|
March 19, 2018
|
|
|
|
|
/s/ Blake W. Nordstrom
|
|
Blake W. Nordstrom
|
|
Co-President of Nordstrom, Inc.
|
Date:
|
March 19, 2018
|
|
|
|
|
/s/ Anne L. Bramman
|
|
Anne L. Bramman
|
|
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.
|
Date:
|
March 19, 2018
|
|
|
|
|
/s/ Blake W. Nordstrom
|
|
Blake W. Nordstrom
|
|
Co-President of Nordstrom, Inc.
|
|
|
|
|
|
/s/ Anne L. Bramman
|
|
Anne L. Bramman
|
|
Chief Financial Officer of Nordstrom, Inc.
|