☑
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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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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Common stock, without par value
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JWN
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New York Stock Exchange
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☑
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Large Accelerated Filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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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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successful execution of our customer strategy to provide customers the best possible service, product and experience, both in stores and online,
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•
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timely and effective implementation and execution of our evolving business model, including:
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◦
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scaling our market strategy, which consists of the integration of our physical and digital assets, development of new supply chain capabilities and timely delivery of products,
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◦
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our merchandise strategy, including our ability to offer compelling assortments,
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◦
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enhancing our platforms and processes to allow for more flexible inventory management,
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•
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our ability to effectively allocate and scale our marketing strategies and resources between The Nordy Club, advertising and promotional campaigns,
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•
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our ability to respond to the evolving retail environment and our development of new market strategies and customer offerings, which result from new fashion trends, environmental considerations and our customers’ 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, technology and supply chain facilities, including the expansion of our market strategy,
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•
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successful execution of our information technology strategy, including engagement with third-party service providers,
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•
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our ability to effectively utilize internal and third-party data in strategic planning and decision making,
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our ability to maintain or expand our presence, including timely completion of construction associated with new, relocated and remodeled stores, and Supply Chain Network facilities, all of which may be impacted by third parties, consumer demand and other natural or man-made disruptions,
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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, our ability to prevent or mitigate 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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our ability to safeguard our reputation and maintain relationships with our vendors and third-party service providers,
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•
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our ability to maintain relationships with and motivate our employees and to effectively attract, develop and retain our top talent and future leaders,
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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 credit card revenue sharing program,
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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, fluctuations in the fair values of reporting units or of assets in the event projected financial results are not achieved within expected time frames or our strategic direction changes,
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•
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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, and our ability to maintain an investment grade credit rating,
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•
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the actual timing, price, manner and amounts of future share repurchases by us, if any, or any share issuances by us,
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•
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the impact of the seasonal nature of our business and cyclical customer spending,
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•
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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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•
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the impact of economic, environmental or political conditions in the U.S. and Canada and countries where our third-party vendors operate,
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•
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weather conditions, natural disasters, epidemics, national security or other market and supply chain disruptions, or the effects of tariffs, or the prospects of these events and the resulting impact on consumer spending patterns or information technology systems and communications,
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•
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the recent COVID-19 (novel coronavirus) outbreak and its adverse impact on store operations, consumer spending patterns, our third-party vendors, supply chain disruptions and employees,
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•
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our compliance with applicable domestic and international laws, regulations and ethical standards, including those related to employment and tax, information security and privacy, consumer credit and the outcome of any 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, health care and tax reforms,
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•
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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,
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•
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the impact of claims, litigation and regulatory investigations, including those related to information security, privacy and consumer credit.
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Term
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Definition
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2002 Plan
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2002 Nonemployee Director Stock Incentive Plan
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2010 Plan
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2010 Equity Incentive Plan
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2019 Plan
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2019 Equity Incentive Plan
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2019 Annual Report
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Annual Report on Form 10-K filed on March 20, 2020
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Adjusted EBITDA
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Adjusted earnings before interest, income taxes, depreciation and amortization (a non-GAAP financial measure)
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Adjusted EBITDAR
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Adjusted earnings before interest, income taxes, depreciation, amortization and rent (a non-GAAP financial measure)
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Adjusted ROIC
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Adjusted return on invested capital (a non-GAAP financial measure)
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ASC
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Accounting Standards Codification
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ASU
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Accounting Standards Update
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CODM
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Chief operating decision maker
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Estimated Non-recurring Charge
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Estimated non-recurring credit-related charge recognized during the third quarter of 2018
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Digital sales
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Online and digitally assisted store sales, which include Online Order Pickup, Ship to Store and Style Board, a digital selling tool
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EBIT
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Earnings before interest and income taxes
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EPS
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Earnings per share
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ESPP
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Employee Stock Purchase Plan
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Exchange Act
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Securities Exchange Act of 1934, as amended
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Express Services
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Full-Price order pickups and returns offered at certain Nordstrom Rack stores
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FASB
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Financial Accounting Standards Board
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Fiscal year 2019
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52 fiscal weeks ended February 1, 2020
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Fiscal year 2018
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52 fiscal weeks ended February 2, 2019
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Fiscal year 2017
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53 fiscal weeks ended February 3, 2018
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Fiscal year 2016
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52 fiscal weeks ended January 28, 2017
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Fiscal year 2015
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52 fiscal weeks ended January 30, 2016
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FLS
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Full-line stores
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Full-Price
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Nordstrom U.S. FLS, Nordstrom.com, Canada, Trunk Club, Jeffrey and Nordstrom Local
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GAAP
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Generally accepted accounting principles
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Generational Investments
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NRHL, Canada, Trunk Club and Nordstrom NYC
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Gross profit
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Net sales less cost of sales and related buying and occupancy costs
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Inventory turnover rate
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Trailing 4-quarter cost of sales and related buying and occupancy costs divided by the trailing 4-quarter average inventory
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Lease Standard
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ASU No. 2016-02, Leases, and all related amendments (ASC 842)
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LIBOR
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London Inter-bank Offered Rate
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MD&A
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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Nordstrom Local
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Nordstrom Local service hubs, which offer Full-Price order pickups, returns, alterations and other services
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Nordstrom NYC
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Our New York City flagship FLS, including the Men’s location
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The Nordy Club
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Our customer loyalty program enhanced in October 2018
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NRHL
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Nordstromrack.com/HauteLook
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NYSE
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New York Stock Exchange
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Off-Price
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Nordstrom U.S. Rack stores, NRHL and Last Chance clearance stores
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Operating Lease Cost
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Fixed rent expense, including fixed common area maintenance expense, net of developer reimbursement amortization
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PCAOB
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Public Company Accounting Oversight Board (United States)
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Property incentives
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Developer and vendor reimbursements
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PSU
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Performance share unit
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Revenue Standard
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ASU No. 2014-09, Revenue from Contracts with Customers, and all related amendments (ASC 606)
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Revolver
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Senior unsecured revolving credit facility
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ROU asset
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Operating lease right-of-use asset
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RSU
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Restricted stock unit
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SEC
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Securities and Exchange Commission
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SERP
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Unfunded defined benefit Supplemental Executive Retirement Plan
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SG&A
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Selling, general and administrative
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Supply Chain Network
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Fulfillment centers that primarily process and ship orders to our customers, distribution centers that primarily process and ship merchandise to our stores and other facilities and omni-channel centers that both fulfill customer orders and ship merchandise to our stores
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Tax Act
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Tax Cuts and Jobs Act
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TD
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Toronto-Dominion Bank, N.A.
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•
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110 Nordstrom-branded FLS in the U.S.
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•
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six FLS and six Rack stores in Canada
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•
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Full-Price Nordstrom.com website and mobile application
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•
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TrunkClub.com website and six Trunk Club clubhouses
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•
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three Jeffrey boutiques
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•
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five Nordstrom Locals
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•
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242 Off-Price Nordstrom Rack stores in the U.S.
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•
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Off-Price NRHL website and mobile application
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•
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two Last Chance clearance stores
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•
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fulfillment centers that primarily process and ship orders to our customers
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•
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distribution centers that primarily process and ship merchandise to our stores and other facilities
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•
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omni-channel centers that both fulfill customer orders and ship merchandise to our stores.
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•
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Audit and Finance
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•
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Compensation, People and Culture
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•
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Corporate Governance and Nominating
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•
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Technology
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Nordstrom Investor Relations
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1700 Seventh Avenue, Suite 1500
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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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|||||
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Full-Price
|
|
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Off-Price
|
|
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% of total store
square footage |
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Leased stores on leased land
|
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41
|
|
243
|
|
|
45
|
%
|
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Owned stores on leased land
|
|
60
|
|
—
|
|
|
35
|
%
|
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Owned stores on owned land
|
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33
|
|
1
|
|
|
18
|
%
|
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Partly owned and partly leased stores
|
|
2
|
|
—
|
|
|
2
|
%
|
|
Total
|
|
136
|
|
|
244
|
|
|
100
|
%
|
|
|
Store count
|
|
Square footage (000’s)
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||||||||
Fiscal year
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2019
|
|
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2018
|
|
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2019
|
|
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2018
|
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Total, beginning of year
|
|
379
|
|
|
366
|
|
|
30,385
|
|
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30,218
|
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Store openings1:
|
|
|
|
|
|
|
|
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||||
Full-Price
|
|
3
|
|
|
10
|
|
|
513
|
|
|
277
|
|
Off-Price
|
|
5
|
|
|
6
|
|
|
147
|
|
|
170
|
|
Stores closed
|
|
(7
|
)
|
|
(3
|
)
|
|
(847
|
)
|
|
(280
|
)
|
Total, end of year
|
|
380
|
|
|
379
|
|
|
30,198
|
|
|
30,385
|
|
|
|
|
|
|
|
|
|
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||||
Relocations and other1
|
|
1
|
|
|
1
|
|
|
34
|
|
|
(5
|
)
|
Business
|
|
Full-Price
|
|
Off-Price
|
|
Total
|
|||||||||
|
|
Count
|
|
Square Footage
(000’s)
|
|
|
Count
|
|
Square Footage
(000’s)
|
|
|
Count
|
|
Square Footage
(000’s)
|
|
U.S.
|
|
|
|
|
|
|
|
|
|
||||||
Alabama
|
|
—
|
|
—
|
|
|
1
|
|
35
|
|
|
1
|
|
35
|
|
Alaska
|
|
—
|
|
—
|
|
|
1
|
|
35
|
|
|
1
|
|
35
|
|
Arizona
|
|
2
|
|
384
|
|
|
9
|
|
313
|
|
|
11
|
|
697
|
|
California
|
|
34
|
|
5,081
|
|
|
55
|
|
2,022
|
|
|
89
|
|
7,103
|
|
Colorado
|
|
3
|
|
559
|
|
|
7
|
|
239
|
|
|
10
|
|
798
|
|
Connecticut
|
|
2
|
|
341
|
|
|
1
|
|
36
|
|
|
3
|
|
377
|
|
Delaware
|
|
1
|
|
127
|
|
|
1
|
|
32
|
|
|
2
|
|
159
|
|
Florida
|
|
8
|
|
1,262
|
|
|
16
|
|
545
|
|
|
24
|
|
1,807
|
|
Georgia
|
|
3
|
|
395
|
|
|
4
|
|
153
|
|
|
7
|
|
548
|
|
Hawaii
|
|
1
|
|
195
|
|
|
2
|
|
78
|
|
|
3
|
|
273
|
|
Idaho
|
|
—
|
|
—
|
|
|
1
|
|
37
|
|
|
1
|
|
37
|
|
Illinois
|
|
5
|
|
973
|
|
|
16
|
|
594
|
|
|
21
|
|
1,567
|
|
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
|
|
|
6
|
|
219
|
|
|
10
|
|
984
|
|
Massachusetts
|
|
5
|
|
604
|
|
|
7
|
|
266
|
|
|
12
|
|
870
|
|
Michigan
|
|
2
|
|
430
|
|
|
5
|
|
178
|
|
|
7
|
|
608
|
|
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
|
|
|
8
|
|
284
|
|
|
13
|
|
1,275
|
|
New Mexico
|
|
—
|
|
—
|
|
|
1
|
|
34
|
|
|
1
|
|
34
|
|
New York
|
|
7
|
|
878
|
|
|
12
|
|
430
|
|
|
19
|
|
1,308
|
|
North Carolina
|
|
2
|
|
300
|
|
|
2
|
|
74
|
|
|
4
|
|
374
|
|
Ohio
|
|
3
|
|
549
|
|
|
6
|
|
224
|
|
|
9
|
|
773
|
|
Oklahoma
|
|
—
|
|
—
|
|
|
2
|
|
67
|
|
|
2
|
|
67
|
|
Oregon
|
|
3
|
|
484
|
|
|
6
|
|
218
|
|
|
9
|
|
702
|
|
Pennsylvania
|
|
2
|
|
381
|
|
|
7
|
|
240
|
|
|
9
|
|
621
|
|
Puerto Rico
|
|
1
|
|
143
|
|
|
—
|
|
—
|
|
|
1
|
|
143
|
|
Rhode Island
|
|
—
|
|
—
|
|
|
1
|
|
38
|
|
|
1
|
|
38
|
|
South Carolina
|
|
—
|
|
—
|
|
|
3
|
|
101
|
|
|
3
|
|
101
|
|
Tennessee
|
|
1
|
|
145
|
|
|
2
|
|
69
|
|
|
3
|
|
214
|
|
Texas
|
|
10
|
|
1,580
|
|
|
18
|
|
613
|
|
|
28
|
|
2,193
|
|
Utah
|
|
2
|
|
277
|
|
|
4
|
|
130
|
|
|
6
|
|
407
|
|
Virginia
|
|
3
|
|
580
|
|
|
7
|
|
268
|
|
|
10
|
|
848
|
|
Washington
|
|
6
|
|
1,270
|
|
|
9
|
|
354
|
|
|
15
|
|
1,624
|
|
Washington D.C.
|
|
1
|
|
8
|
|
|
3
|
|
107
|
|
|
4
|
|
115
|
|
Wisconsin
|
|
1
|
|
150
|
|
|
2
|
|
67
|
|
|
3
|
|
217
|
|
Canada
|
|
|
|
|
|
|
|
|
|
||||||
Alberta
|
|
3
|
|
208
|
|
|
—
|
|
—
|
|
|
3
|
|
208
|
|
British Columbia
|
|
1
|
|
231
|
|
|
—
|
|
—
|
|
|
1
|
|
231
|
|
Ontario
|
|
8
|
|
899
|
|
|
—
|
|
—
|
|
|
8
|
|
899
|
|
Total
|
|
136
|
|
21,472
|
|
|
244
|
|
8,726
|
|
|
380
|
|
30,198
|
|
•
|
eight owned locations (Portland, Oregon; Dubuque, Iowa; Ontario, California; Newark, California; Upper Marlboro, Maryland; Gainesville, Florida; Cedar Rapids, Iowa and Elizabethtown, Pennsylvania),
|
•
|
two leased locations (Torrance, California and San Bernardino, California).
|
•
|
one omni-channel center (Riverside, California),
|
•
|
two Nordstrom Rack stores (Tacoma, Washington and Langley, British Columbia).
|
End of fiscal year
|
2014
|
|
|
2015
|
|
|
2016
|
|
|
2017
|
|
|
2018
|
|
|
2019
|
|
Nordstrom common stock
|
100
|
|
|
71
|
|
|
64
|
|
|
74
|
|
|
72
|
|
|
60
|
|
S&P Retail
|
100
|
|
|
116
|
|
|
137
|
|
|
194
|
|
|
210
|
|
|
251
|
|
S&P 500
|
100
|
|
|
98
|
|
|
119
|
|
|
146
|
|
|
146
|
|
|
177
|
|
Fiscal year
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||||
Earnings Results
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$15,132
|
|
|
|
$15,480
|
|
|
|
$15,137
|
|
|
|
$14,498
|
|
|
|
$14,095
|
|
Credit card revenues, net
|
392
|
|
|
380
|
|
|
341
|
|
|
259
|
|
|
342
|
|
|||||
EBIT1
|
784
|
|
|
837
|
|
|
926
|
|
|
805
|
|
|
1,101
|
|
|||||
Net earnings1,2
|
496
|
|
|
564
|
|
|
437
|
|
|
354
|
|
|
600
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance Sheet and Cash Flow Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$853
|
|
|
|
$957
|
|
|
|
$1,181
|
|
|
|
$1,007
|
|
|
|
$595
|
|
Merchandise inventories
|
1,920
|
|
|
1,978
|
|
|
2,027
|
|
|
1,896
|
|
|
1,945
|
|
|||||
Total assets3
|
9,737
|
|
|
7,886
|
|
|
8,115
|
|
|
7,858
|
|
|
7,698
|
|
|||||
Total long-term debt
|
2,676
|
|
|
2,685
|
|
|
2,737
|
|
|
2,774
|
|
|
2,805
|
|
|||||
Net cash provided by operating activities4
|
1,236
|
|
|
1,296
|
|
|
1,400
|
|
|
1,658
|
|
|
2,470
|
|
|||||
Capital expenditures
|
935
|
|
|
654
|
|
|
731
|
|
|
846
|
|
|
1,082
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Performance Metrics
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales (decrease) increase
|
(2.2
|
%)
|
|
2.3
|
%
|
|
4.4
|
%
|
|
2.9
|
%
|
|
7.5
|
%
|
|||||
Digital sales as % of net sales
|
33.0
|
%
|
|
30.0
|
%
|
|
27.0
|
%
|
|
24.0
|
%
|
|
21.0
|
%
|
|||||
EBIT % of net sales1,2
|
5.2
|
%
|
|
5.4
|
%
|
|
6.1
|
%
|
|
5.6
|
%
|
|
7.8
|
%
|
|||||
Capital expenditures % of net sales
|
6.2
|
%
|
|
4.2
|
%
|
|
4.8
|
%
|
|
5.8
|
%
|
|
7.7
|
%
|
|||||
Return on assets3
|
5.1
|
%
|
|
6.8
|
%
|
|
5.4
|
%
|
|
4.5
|
%
|
|
6.6
|
%
|
|||||
Adjusted ROIC3,5
|
10.8
|
%
|
|
12.0
|
%
|
|
9.7
|
%
|
|
8.4
|
%
|
|
10.7
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Per Share Information
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings per diluted share1,2,6
|
|
$3.18
|
|
|
|
$3.32
|
|
|
|
$2.59
|
|
|
|
$2.02
|
|
|
|
$3.15
|
|
Dividends declared per share4
|
1.48
|
|
|
1.48
|
|
|
1.48
|
|
|
1.48
|
|
|
6.33
|
|
•
|
Customer Satisfaction — Meaningfully improved customer satisfaction scores in many areas of our business and during our two key events — Anniversary Sale and Holiday.
|
•
|
Market Strategy — Accelerated the rollout of our market strategy to five of our top markets and significantly expanded our presence in the New York market with our NYC flagship opening.
|
•
|
Top-Line Trends — Successfully executed plans to drive our top-line as evidenced by a 400 basis-point improvement in the second half of the year relative to the first half.
|
•
|
Operating Discipline — Realized $225 in savings, exceeding our plans by 10%, maintained a positive sales and inventory spread for four straight quarters and generated annual operating cash flow of more than one billion dollars for the 11th consecutive year.
|
Fiscal year
|
2019
|
|
|
2018
|
|
||
Net sales by business:
|
|
|
|
||||
Full-Price
|
|
$9,943
|
|
|
|
$10,299
|
|
Off-Price
|
5,189
|
|
|
5,181
|
|
||
Total net sales
|
|
$15,132
|
|
|
|
$15,480
|
|
|
|
|
|
||||
Net sales (decrease) increase by business:
|
|
|
|
||||
Full-Price1
|
(3.5
|
%)
|
|
(1.5
|
%)
|
||
Off-Price2
|
0.2
|
%
|
|
4.5
|
%
|
||
Total Company3
|
(2.2
|
%)
|
|
2.3
|
%
|
||
|
|
|
|
||||
Digital sales as % of total net sales
|
33
|
%
|
|
30
|
%
|
||
Digital sales increase
|
7
|
%
|
|
15
|
%
|
Fiscal year
|
2019
|
|
|
2018
|
|
||
Gross profit
|
|
$5,200
|
|
|
|
$5,325
|
|
Gross profit as a % of net sales
|
34.4
|
%
|
|
34.4
|
%
|
||
Inventory turnover rate
|
4.79
|
|
|
4.70
|
|
Fiscal year
|
2019
|
|
|
2018
|
|
||
SG&A expenses
|
|
$4,808
|
|
|
|
$4,868
|
|
SG&A expenses as a % of net sales
|
31.8
|
%
|
|
31.5
|
%
|
Fiscal year
|
2019
|
|
|
2018
|
|
||
EBIT
|
|
$784
|
|
|
|
$837
|
|
EBIT as a % of net sales
|
5.2
|
%
|
|
5.4
|
%
|
Fiscal year
|
2019
|
|
|
2018
|
|
||
Interest on long-term debt and short-term borrowings
|
|
$151
|
|
|
|
$146
|
|
Less:
|
|
|
|
||||
Interest income
|
(10
|
)
|
|
(15
|
)
|
||
Capitalized interest
|
(39
|
)
|
|
(27
|
)
|
||
Interest expense, net
|
|
$102
|
|
|
|
$104
|
|
Fiscal year
|
2019
|
|
|
2018
|
|
||
Income tax expense
|
|
$186
|
|
|
|
$169
|
|
Effective tax rate
|
27.3
|
%
|
|
23.1
|
%
|
Fiscal year
|
2019
|
|
|
2018
|
|
Statutory rate
|
21.0
|
%
|
|
21.0
|
%
|
Tax Act impact
|
—
|
|
|
(0.1
|
%)
|
State and local income taxes, net of federal income taxes
|
5.4
|
%
|
|
5.8
|
%
|
Federal credits
|
(0.9
|
%)
|
|
(1.5
|
%)
|
Valuation allowance release
|
—
|
%
|
|
(1.2
|
%)
|
Other, net
|
1.8
|
%
|
|
(0.9
|
%)
|
Effective tax rate
|
27.3
|
%
|
|
23.1
|
%
|
Fiscal year
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||||
Net earnings
|
|
$496
|
|
|
|
$564
|
|
|
|
$437
|
|
|
|
$354
|
|
|
|
$600
|
|
Add: income tax expense
|
186
|
|
|
169
|
|
|
353
|
|
|
330
|
|
|
376
|
|
|||||
Add: interest expense
|
112
|
|
|
119
|
|
|
141
|
|
|
122
|
|
|
125
|
|
|||||
Earnings before interest and income tax expense
|
794
|
|
|
852
|
|
|
931
|
|
|
806
|
|
|
1,101
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Add: operating lease interest1
|
101
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Add: rent expense, net
|
—
|
|
|
251
|
|
|
250
|
|
|
202
|
|
|
176
|
|
|||||
Less: estimated depreciation on capitalized operating leases2
|
—
|
|
|
(134
|
)
|
|
(133
|
)
|
|
(108
|
)
|
|
(94
|
)
|
|||||
Adjusted net operating profit
|
895
|
|
|
969
|
|
|
1,048
|
|
|
900
|
|
|
1,183
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Less: estimated income tax expense
|
(244
|
)
|
|
(223
|
)
|
|
(468
|
)
|
|
(416
|
)
|
|
(456
|
)
|
|||||
Adjusted net operating profit after tax
|
|
$651
|
|
|
|
$746
|
|
|
|
$580
|
|
|
|
$484
|
|
|
|
$727
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Average total assets
|
|
$9,765
|
|
|
|
$8,282
|
|
|
|
$8,055
|
|
|
|
$7,917
|
|
|
|
$9,076
|
|
Add: average estimated asset base of capitalized operating leases2
|
—
|
|
|
2,018
|
|
|
1,805
|
|
|
1,512
|
|
|
1,236
|
|
|||||
Less: average deferred property incentives and deferred rent liability
|
—
|
|
|
(616
|
)
|
|
(644
|
)
|
|
(644
|
)
|
|
(548
|
)
|
|||||
Less: average deferred property incentives in excess of ROU assets3
|
(307
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Less: average non-interest-bearing current liabilities
|
(3,439
|
)
|
|
(3,479
|
)
|
|
(3,261
|
)
|
|
(3,012
|
)
|
|
(2,993
|
)
|
|||||
Average invested capital
|
|
$6,019
|
|
|
|
$6,205
|
|
|
|
$5,955
|
|
|
|
$5,773
|
|
|
|
$6,771
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Return on assets4,5
|
5.1
|
%
|
|
6.8
|
%
|
|
5.4
|
%
|
|
4.5
|
%
|
|
6.6
|
%
|
|||||
Adjusted ROIC4,5
|
10.8
|
%
|
|
12.0
|
%
|
|
9.7
|
%
|
|
8.4
|
%
|
|
10.7
|
%
|
Fiscal year
|
2019
|
|
|
2018
|
|
||
Net cash provided by operating activities
|
|
$1,236
|
|
|
|
$1,296
|
|
Net cash used in investing activities
|
(909
|
)
|
|
(653
|
)
|
||
Net cash used in financing activities
|
(431
|
)
|
|
(867
|
)
|
Fiscal year
|
2019
|
|
|
2018
|
|
||
Capital expenditures
|
|
$935
|
|
|
|
$654
|
|
Less: deferred property incentives1
|
(85
|
)
|
|
(53
|
)
|
||
Capital expenditures, net
|
|
$850
|
|
|
|
$601
|
|
|
|
|
|
||||
Capital expenditures % of net sales
|
6.2
|
%
|
|
4.2
|
%
|
||
|
|
|
|
||||
Capital expenditures, net category allocation:
|
|
|
|
||||
Technology
|
25
|
%
|
|
30
|
%
|
||
Supply chain
|
27
|
%
|
|
18
|
%
|
||
Generational investments
|
32
|
%
|
|
30
|
%
|
||
New stores, relocations, remodels and other
|
16
|
%
|
|
22
|
%
|
||
Total
|
100
|
%
|
|
100
|
%
|
Fiscal year
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
Net cash provided by operating activities
|
|
$1,236
|
|
|
|
$1,296
|
|
|
|
$1,400
|
|
Less: capital expenditures
|
(935
|
)
|
|
(654
|
)
|
|
(731
|
)
|
|||
Add: proceeds from sale of credit card receivables originated at third parties
|
—
|
|
|
—
|
|
|
16
|
|
|||
Add (Less): change in cash book overdrafts
|
8
|
|
|
—
|
|
|
(55
|
)
|
|||
Free Cash Flow
|
|
$309
|
|
|
|
$642
|
|
|
|
$630
|
|
Fiscal year
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
Net earnings
|
|
$496
|
|
|
|
$564
|
|
|
|
$437
|
|
Add: income tax expense
|
186
|
|
|
169
|
|
|
353
|
|
|||
Add: interest expense, net
|
102
|
|
|
104
|
|
|
136
|
|
|||
Earnings before interest and income taxes
|
784
|
|
|
837
|
|
|
926
|
|
|||
|
|
|
|
|
|
||||||
Add: depreciation and amortization expenses
|
671
|
|
|
669
|
|
|
666
|
|
|||
Less: amortization of developer reimbursements
|
(75
|
)
|
|
(79
|
)
|
|
(79
|
)
|
|||
Adjusted EBITDA
|
|
$1,380
|
|
|
|
$1,427
|
|
|
|
$1,513
|
|
|
Credit Ratings
|
|
Outlook
|
Moody’s
|
Baa2
|
|
Stable
|
Standard & Poor’s
|
BBB
|
|
Stable
|
|
20191
|
|
|
20181
|
|
||
Debt
|
|
$2,676
|
|
|
|
$2,685
|
|
Add: operating lease liabilities
|
2,119
|
|
|
—
|
|
||
Add: estimated capitalized operating lease liability2
|
—
|
|
|
2,009
|
|
||
Adjusted Debt
|
|
$4,795
|
|
|
|
$4,694
|
|
|
|
|
|
||||
Net earnings
|
496
|
|
|
564
|
|
||
Add: income tax expense
|
186
|
|
|
169
|
|
||
Add: interest expense, net
|
102
|
|
|
104
|
|
||
Earnings before interest and income taxes
|
784
|
|
|
837
|
|
||
|
|
|
|
||||
Add: depreciation and amortization expenses
|
671
|
|
|
669
|
|
||
Add: lease costs, net3
|
274
|
|
|
—
|
|
||
Add: rent expense, net
|
—
|
|
|
251
|
|
||
Adjusted EBITDAR
|
|
$1,729
|
|
|
|
$1,757
|
|
|
|
|
|
||||
Debt to Net Earnings4
|
5.4
|
|
|
4.8
|
|
||
Adjusted Debt to EBITDAR4
|
2.8
|
|
|
2.7
|
|
|
Total
|
|
|
Less than
1 year
|
|
|
1 – 3 years
|
|
|
3 – 5 years
|
|
|
More than
5 years
|
|
|||||
Long-term debt
|
|
$4,602
|
|
|
|
$136
|
|
|
|
$747
|
|
|
|
$232
|
|
|
|
$3,487
|
|
Operating leases
|
2,701
|
|
|
333
|
|
|
680
|
|
|
552
|
|
|
1,136
|
|
|||||
Purchase obligations
|
1,618
|
|
|
1,550
|
|
|
57
|
|
|
11
|
|
|
—
|
|
|||||
Other long-term liabilities
|
396
|
|
|
51
|
|
|
60
|
|
|
44
|
|
|
241
|
|
|||||
Total
|
|
$9,317
|
|
|
|
$2,070
|
|
|
|
$1,544
|
|
|
|
$839
|
|
|
|
$4,864
|
|
•
|
We tested the effectiveness of controls designed to ensure that markdowns are recorded timely.
|
•
|
We evaluated the reasonableness of the timing of markdowns recorded by performing analytical procedures to compare current period trends to historical trends at varying levels of disaggregation (i.e. total company, operating segment, and business unit level) across multiple fiscal periods, including, but not limited to, metrics such as markdowns relative to sales trends, inventory turnover, and inventory aging.
|
•
|
We evaluated management’s ability to identify triggering events and accurately forecast markdown activity by:
|
▪
|
Comparing actual markdowns recorded to management’s historical forecasts
|
▪
|
Reading forecast information included in Company press releases, as well as in analyst and industry reports of the Company and selected companies in its peer group.
|
▪
|
Reading internal communications to management and the Board of Directors.
|
•
|
We performed a retrospective review of markdowns recorded in periods subsequent to fiscal year-end to assess whether any unusual trends occurred that would indicate untimely markdowns.
|
•
|
We tested the effectiveness of controls over the determination and calculation of the IBRs.
|
•
|
With the assistance of our fair value specialists, we evaluated the methods and assumptions used by management to estimate the IBRs and tested the inputs used by management to develop the IBRs.
|
Fiscal year
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
Net sales
|
|
$15,132
|
|
|
|
$15,480
|
|
|
|
$15,137
|
|
Credit card revenues, net
|
392
|
|
|
380
|
|
|
341
|
|
|||
Total revenues
|
15,524
|
|
|
15,860
|
|
|
15,478
|
|
|||
Cost of sales and related buying and occupancy costs
|
(9,932
|
)
|
|
(10,155
|
)
|
|
(9,890
|
)
|
|||
Selling, general and administrative expenses
|
(4,808
|
)
|
|
(4,868
|
)
|
|
(4,662
|
)
|
|||
Earnings before interest and income taxes
|
784
|
|
|
837
|
|
|
926
|
|
|||
Interest expense, net
|
(102
|
)
|
|
(104
|
)
|
|
(136
|
)
|
|||
Earnings before income taxes
|
682
|
|
|
733
|
|
|
790
|
|
|||
Income tax expense
|
(186
|
)
|
|
(169
|
)
|
|
(353
|
)
|
|||
Net earnings
|
|
$496
|
|
|
|
$564
|
|
|
|
$437
|
|
|
|
|
|
|
|
||||||
Earnings per share:
|
|
|
|
|
|
||||||
Basic
|
|
$3.20
|
|
|
|
$3.37
|
|
|
|
$2.62
|
|
Diluted
|
|
$3.18
|
|
|
|
$3.32
|
|
|
|
$2.59
|
|
|
|
|
|
|
|
||||||
Weighted-average shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
155.2
|
|
|
167.3
|
|
|
166.8
|
|
|||
Diluted
|
156.1
|
|
|
170.0
|
|
|
168.9
|
|
Fiscal year
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
Net earnings
|
|
$496
|
|
|
|
$564
|
|
|
|
$437
|
|
Postretirement plan adjustments, net of tax of $9, ($5) and $2
|
(27
|
)
|
|
14
|
|
|
(6
|
)
|
|||
Foreign currency translation adjustment
|
(4
|
)
|
|
(17
|
)
|
|
20
|
|
|||
Comprehensive net earnings
|
|
$465
|
|
|
|
$561
|
|
|
|
$451
|
|
|
February 1, 2020
|
|
|
February 2, 2019
|
|
||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
|
$853
|
|
|
|
$957
|
|
Accounts receivable, net
|
179
|
|
|
148
|
|
||
Merchandise inventories
|
1,920
|
|
|
1,978
|
|
||
Prepaid expenses and other
|
278
|
|
|
291
|
|
||
Total current assets
|
3,230
|
|
|
3,374
|
|
||
|
|
|
|
||||
Land, property and equipment, net
|
4,179
|
|
|
3,921
|
|
||
Operating lease right-of-use assets
|
1,774
|
|
|
—
|
|
||
Goodwill
|
249
|
|
|
249
|
|
||
Other assets
|
305
|
|
|
342
|
|
||
Total assets
|
|
$9,737
|
|
|
|
$7,886
|
|
|
|
|
|
||||
Liabilities and Shareholders’ Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
|
$1,576
|
|
|
|
$1,469
|
|
Accrued salaries, wages and related benefits
|
510
|
|
|
580
|
|
||
Current portion of operating lease liabilities
|
244
|
|
|
—
|
|
||
Other current liabilities
|
1,190
|
|
|
1,324
|
|
||
Current portion of long-term debt
|
—
|
|
|
8
|
|
||
Total current liabilities
|
3,520
|
|
|
3,381
|
|
||
|
|
|
|
||||
Long-term debt, net
|
2,676
|
|
|
2,677
|
|
||
Deferred property incentives, net
|
4
|
|
|
457
|
|
||
Non-current operating lease liabilities
|
1,875
|
|
|
—
|
|
||
Other liabilities
|
683
|
|
|
498
|
|
||
|
|
|
|
||||
Commitments and contingencies (Note 11)
|
|
|
|
||||
|
|
|
|
||||
Shareholders’ equity:
|
|
|
|
||||
Common stock, no par value: 1,000 shares authorized; 155.6 and 157.6 shares issued and outstanding
|
3,129
|
|
|
3,048
|
|
||
Accumulated deficit
|
(2,082
|
)
|
|
(2,138
|
)
|
||
Accumulated other comprehensive loss
|
(68
|
)
|
|
(37
|
)
|
||
Total shareholders’ equity
|
979
|
|
|
873
|
|
||
Total liabilities and shareholders’ equity
|
|
$9,737
|
|
|
|
$7,886
|
|
Fiscal year ended
|
February 1, 2020
|
|
|
February 2, 2019
|
|
|
February 3, 2018
|
|
|||
Common stock
|
|
|
|
|
|
||||||
Balance, beginning of year
|
|
$3,048
|
|
|
|
$2,816
|
|
|
|
$2,707
|
|
Issuance of common stock under stock compensation plans
|
29
|
|
|
163
|
|
|
39
|
|
|||
Stock-based compensation
|
52
|
|
|
69
|
|
|
70
|
|
|||
Balance, end of year
|
|
$3,129
|
|
|
|
$3,048
|
|
|
|
$2,816
|
|
|
|
|
|
|
|
||||||
Accumulated deficit
|
|
|
|
|
|
||||||
Balance, beginning of year
|
|
($2,138
|
)
|
|
|
($1,810
|
)
|
|
|
($1,794
|
)
|
Cumulative effect of adopted accounting standards
|
(25
|
)
|
|
60
|
|
|
—
|
|
|||
Net earnings
|
496
|
|
|
564
|
|
|
437
|
|
|||
Dividends
|
(229
|
)
|
|
(250
|
)
|
|
(247
|
)
|
|||
Repurchase of common stock
|
(186
|
)
|
|
(702
|
)
|
|
(206
|
)
|
|||
Balance, end of year
|
|
($2,082
|
)
|
|
|
($2,138
|
)
|
|
|
($1,810
|
)
|
|
|
|
|
|
|
||||||
Accumulated other comprehensive loss
|
|
|
|
|
|
||||||
Balance, beginning of year
|
|
($37
|
)
|
|
|
($29
|
)
|
|
|
($43
|
)
|
Cumulative effect of adopted accounting standards
|
—
|
|
|
(5
|
)
|
|
—
|
|
|||
Other comprehensive (loss) income
|
(31
|
)
|
|
(3
|
)
|
|
14
|
|
|||
Balance, end of year
|
|
($68
|
)
|
|
|
($37
|
)
|
|
|
($29
|
)
|
|
|
|
|
|
|
||||||
Total
|
|
$979
|
|
|
|
$873
|
|
|
|
$977
|
|
|
|
|
|
|
|
||||||
Dividends per share
|
|
$1.48
|
|
|
|
$1.48
|
|
|
|
$1.48
|
|
Fiscal year
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
Operating Activities
|
|
|
|
|
|
||||||
Net earnings
|
|
$496
|
|
|
|
$564
|
|
|
|
$437
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization expenses and other, net
|
671
|
|
|
669
|
|
|
666
|
|
|||
Amortization of deferred property incentives
|
—
|
|
|
(75
|
)
|
|
(82
|
)
|
|||
Right-of-use asset amortization
|
183
|
|
|
—
|
|
|
—
|
|
|||
Deferred income taxes, net
|
52
|
|
|
(34
|
)
|
|
11
|
|
|||
Stock-based compensation expense
|
69
|
|
|
90
|
|
|
77
|
|
|||
Change in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
82
|
|
|
(4
|
)
|
|
1
|
|
|||
Proceeds from sale of credit card receivables originated at Nordstrom
|
—
|
|
|
—
|
|
|
39
|
|
|||
Merchandise inventories
|
30
|
|
|
15
|
|
|
(62
|
)
|
|||
Prepaid expenses and other assets
|
(38
|
)
|
|
(8
|
)
|
|
(21
|
)
|
|||
Accounts payable
|
98
|
|
|
12
|
|
|
77
|
|
|||
Accrued salaries, wages and related benefits
|
(71
|
)
|
|
1
|
|
|
121
|
|
|||
Other current liabilities
|
(94
|
)
|
|
15
|
|
|
48
|
|
|||
Deferred property incentives
|
6
|
|
|
53
|
|
|
64
|
|
|||
Lease liabilities
|
(259
|
)
|
|
—
|
|
|
—
|
|
|||
Other liabilities
|
11
|
|
|
(2
|
)
|
|
24
|
|
|||
Net cash provided by operating activities
|
1,236
|
|
|
1,296
|
|
|
1,400
|
|
|||
|
|
|
|
|
|
||||||
Investing Activities
|
|
|
|
|
|
||||||
Capital expenditures
|
(935
|
)
|
|
(654
|
)
|
|
(731
|
)
|
|||
Proceeds from sale of credit card receivables originated at third parties
|
—
|
|
|
—
|
|
|
16
|
|
|||
Other, net
|
26
|
|
|
1
|
|
|
31
|
|
|||
Net cash used in investing activities
|
(909
|
)
|
|
(653
|
)
|
|
(684
|
)
|
|||
|
|
|
|
|
|
||||||
Financing Activities
|
|
|
|
|
|
||||||
Proceeds from long-term borrowings, net of discounts
|
499
|
|
|
—
|
|
|
635
|
|
|||
Principal payments on long-term borrowings
|
(500
|
)
|
|
(56
|
)
|
|
(661
|
)
|
|||
Increase (decrease) in cash book overdrafts
|
8
|
|
|
—
|
|
|
(55
|
)
|
|||
Cash dividends paid
|
(229
|
)
|
|
(250
|
)
|
|
(247
|
)
|
|||
Payments for repurchase of common stock
|
(210
|
)
|
|
(678
|
)
|
|
(211
|
)
|
|||
Proceeds from issuances under stock compensation plans
|
29
|
|
|
163
|
|
|
39
|
|
|||
Tax withholding on share-based awards
|
(17
|
)
|
|
(20
|
)
|
|
(7
|
)
|
|||
Other, net
|
(11
|
)
|
|
(26
|
)
|
|
(35
|
)
|
|||
Net cash used in financing activities
|
(431
|
)
|
|
(867
|
)
|
|
(542
|
)
|
|||
|
|
|
|
|
|
||||||
Net (decrease) increase in cash and cash equivalents
|
(104
|
)
|
|
(224
|
)
|
|
174
|
|
|||
Cash and cash equivalents at beginning of year
|
957
|
|
|
1,181
|
|
|
1,007
|
|
|||
Cash and cash equivalents at end of year
|
|
$853
|
|
|
|
$957
|
|
|
|
$1,181
|
|
|
|
|
|
|
|
||||||
Supplemental Cash Flow Information
|
|
|
|
|
|
||||||
Cash paid during the year for:
|
|
|
|
|
|
||||||
Income taxes, net of refunds
|
|
$178
|
|
|
|
$280
|
|
|
|
$363
|
|
Interest, net of capitalized interest
|
111
|
|
|
118
|
|
|
143
|
|
Fiscal year
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
Cosmetic expenses
|
|
$140
|
|
|
|
$149
|
|
|
|
$159
|
|
Purchase price adjustments
|
171
|
|
|
180
|
|
|
184
|
|
|||
Advertising
|
101
|
|
|
115
|
|
|
107
|
|
|||
Other
|
6
|
|
|
6
|
|
|
7
|
|
|||
Total vendor allowances
|
|
$418
|
|
|
|
$450
|
|
|
|
$457
|
|
•
|
Upon adoption, we did not reassess our prior conclusions about lease identification, lease classification or initial direct costs, and we did not use hindsight for leases existing at adoption date.
|
•
|
We do not record leases with an initial term of 12 months or less on the balance sheet but continue to expense them on a straight-line basis over the lease term.
|
•
|
We combine lease and non-lease components.
|
Asset
|
Life (in years)
|
Buildings and improvements
|
5 – 40
|
Store fixtures and equipment
|
3 – 15
|
Leasehold improvements
|
5 – 40
|
Capitalized software
|
2 – 7
|
|
Goodwill
|
|
|
Balance at January 28, 2017
|
|
$238
|
|
Additions
|
—
|
|
|
Balance at February 3, 2018
|
238
|
|
|
Additions
|
11
|
|
|
Balance at February 2, 2019
|
249
|
|
|
Additions
|
—
|
|
|
Balance at February 1, 2020
|
|
$249
|
|
•
|
Increase in total assets and total liabilities of $1,849 primarily due to recognizing ROU assets and operating lease liabilities for most leases previously classified as operating leases.
|
•
|
Reclassification of deferred property incentives, net of $568 to ROU assets on the Consolidated Balance Sheet.
|
•
|
Reclassification of deferred property incentives, net of $339 from ROU assets to other current liabilities and other liabilities on the Consolidated Balance Sheet for property incentives that exceed the associated ROU asset. Property incentives that exceed the associated ROU asset are primarily due to leases with low fixed lease costs that may also have variable lease costs that are excluded from the ROU asset.
|
•
|
Increase in beginning accumulated deficit of $25 primarily due to the net impact of removing a building and associated financial obligation from land, property and equipment and long-term debt, net on the Consolidated Balance Sheet related to a failed sale-leaseback transaction.
|
Fiscal year
|
2019
|
|
|
Operating Lease Cost
|
|
$278
|
|
Variable lease cost1
|
105
|
|
|
Sublease income
|
(9
|
)
|
|
Total lease cost, net
|
|
$374
|
|
Fiscal year
|
Operating Leases
|
|
|
2020
|
|
$333
|
|
2021
|
353
|
|
|
2022
|
327
|
|
|
2023
|
300
|
|
|
2024
|
252
|
|
|
Thereafter
|
1,136
|
|
|
Total lease payments
|
2,701
|
|
|
|
|
||
Less: amount representing interest
|
(582
|
)
|
|
Present value of net lease payments1
|
|
$2,119
|
|
Fiscal year
|
2019
|
|
|
Cash paid related to operating lease liabilities
|
|
$360
|
|
Operating lease interest
|
101
|
|
|
Operating lease liabilities arising upon adoption of the Lease Standard
|
2,224
|
|
|
Operating lease liabilities arising from the commencement of lease agreements
|
150
|
|
|
Cash received from developer reimbursements
|
79
|
|
|
Amortization of developer reimbursements
|
75
|
|
|
|
|
||
|
February 1, 2020
|
|
|
Weighted-average remaining lease term
|
10 years
|
|
|
Weighted-average discount rate
|
4.7
|
%
|
Fiscal year
|
2018
|
|
|
2017
|
|
||
Minimum rent
|
|
$321
|
|
|
|
$318
|
|
Percentage rent
|
9
|
|
|
11
|
|
||
Property incentives
|
(79
|
)
|
|
(79
|
)
|
||
Total rent expense
|
|
$251
|
|
|
|
$250
|
|
Fiscal year
|
Operating Leases
|
|
|
2019
|
|
$322
|
|
2020
|
313
|
|
|
2021
|
294
|
|
|
2022
|
271
|
|
|
2023
|
249
|
|
|
Thereafter
|
1,160
|
|
|
Total minimum lease payments
|
|
$2,609
|
|
|
Contract Liabilities
|
|
|
Opening balance as of February 4, 2018
|
|
$498
|
|
Balance as of February 2, 2019
|
548
|
|
|
Balance as of February 1, 2020
|
576
|
|
Fiscal year
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
Net sales by business1:
|
|
|
|
|
|
||||||
Full-Price
|
|
$9,943
|
|
|
|
$10,299
|
|
|
|
$10,452
|
|
Off-Price
|
5,189
|
|
|
5,181
|
|
|
4,956
|
|
|||
Other
|
—
|
|
|
—
|
|
|
(271
|
)
|
|||
Total net sales
|
|
$15,132
|
|
|
|
$15,480
|
|
|
|
$15,137
|
|
|
|
|
|
|
|
||||||
Digital sales as % of net sales
|
33
|
%
|
|
30
|
%
|
|
27
|
%
|
Fiscal year
|
2019
|
|
|
2018
|
|
|
2017
|
|
Women’s Apparel
|
31
|
%
|
|
32
|
%
|
|
32
|
%
|
Shoes
|
24
|
%
|
|
24
|
%
|
|
23
|
%
|
Men’s Apparel
|
16
|
%
|
|
16
|
%
|
|
16
|
%
|
Women’s Accessories
|
11
|
%
|
|
11
|
%
|
|
11
|
%
|
Beauty
|
11
|
%
|
|
11
|
%
|
|
11
|
%
|
Kids’ Apparel
|
4
|
%
|
|
4
|
%
|
|
4
|
%
|
Other
|
3
|
%
|
|
2
|
%
|
|
3
|
%
|
Total net sales
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
February 1, 2020
|
|
|
February 2, 2019
|
|
||
Land and land improvements
|
|
$288
|
|
|
|
$111
|
|
Buildings and building improvements
|
1,591
|
|
|
1,240
|
|
||
Leasehold improvements
|
3,263
|
|
|
3,152
|
|
||
Store fixtures and equipment
|
4,015
|
|
|
3,832
|
|
||
Capitalized software
|
1,547
|
|
|
1,492
|
|
||
Construction in progress
|
470
|
|
|
741
|
|
||
Land, property and equipment
|
11,174
|
|
|
10,568
|
|
||
Less: accumulated depreciation and amortization
|
(6,995
|
)
|
|
(6,647
|
)
|
||
Land, property and equipment, net
|
|
$4,179
|
|
|
|
$3,921
|
|
|
February 1, 2020
|
|
|
February 2, 2019
|
|
||
Workers’ compensation
|
|
$79
|
|
|
|
$77
|
|
Employee health and welfare
|
25
|
|
|
25
|
|
||
Other liability
|
14
|
|
|
15
|
|
||
Total self-insurance reserve
|
|
$118
|
|
|
|
$117
|
|
|
February 1, 2020
|
|
|
February 2, 2019
|
|
||
Change in benefit obligation:
|
|
|
|
||||
Benefit obligation at beginning of year
|
|
$190
|
|
|
|
$200
|
|
Participant service cost
|
2
|
|
|
2
|
|
||
Interest cost
|
7
|
|
|
7
|
|
||
Benefits paid
|
(9
|
)
|
|
(9
|
)
|
||
Actuarial loss (gain)
|
34
|
|
|
(10
|
)
|
||
Benefit obligation at end of year
|
224
|
|
|
190
|
|
||
Change in plan assets:
|
|
|
|
||||
Fair value of plan assets at beginning of year
|
—
|
|
|
—
|
|
||
Employer contribution
|
9
|
|
|
9
|
|
||
Benefits paid
|
(9
|
)
|
|
(9
|
)
|
||
Fair value of plan assets at end of year
|
—
|
|
|
—
|
|
||
Underfunded status at end of year
|
|
($224
|
)
|
|
|
($190
|
)
|
|
February 1, 2020
|
|
|
February 2, 2019
|
|
||
Accrued salaries, wages and related benefits
|
|
$11
|
|
|
|
$10
|
|
Other liabilities (noncurrent)
|
213
|
|
|
180
|
|
||
Net amount recognized
|
|
$224
|
|
|
|
$190
|
|
Fiscal year
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
Participant service cost
|
|
$2
|
|
|
|
$2
|
|
|
|
$3
|
|
Interest cost
|
7
|
|
|
7
|
|
|
7
|
|
|||
Amortization of net loss and other
|
1
|
|
|
5
|
|
|
3
|
|
|||
Total SERP expense
|
|
$10
|
|
|
|
$14
|
|
|
|
$13
|
|
|
February 1, 2020
|
|
|
February 2, 2019
|
|
||
Accumulated loss
|
|
($62
|
)
|
|
|
($30
|
)
|
Prior service credit
|
—
|
|
|
1
|
|
||
Total accumulated other comprehensive loss
|
|
($62
|
)
|
|
|
($29
|
)
|
Fiscal year
|
2019
|
|
|
2018
|
|
|
2017
|
|
Assumptions used to determine benefit obligation:
|
|
|
|
|
|
|||
Discount rate
|
2.97
|
%
|
|
4.27
|
%
|
|
3.95
|
%
|
Rate of compensation increase
|
2.50
|
%
|
|
2.50
|
%
|
|
3.00
|
%
|
Assumptions used to determine SERP expense:
|
|
|
|
|
|
|||
Discount rate
|
4.27
|
%
|
|
3.95
|
%
|
|
4.31
|
%
|
Rate of compensation increase
|
2.50
|
%
|
|
3.00
|
%
|
|
3.00
|
%
|
Fiscal year
|
|
||
2020
|
|
$11
|
|
2021
|
11
|
|
|
2022
|
11
|
|
|
2023
|
12
|
|
|
2024
|
12
|
|
|
2025 – 2029
|
62
|
|
|
February 1, 2020
|
|
|
February 2, 2019
|
|
||
Long-term debt, net of unamortized discount:
|
|
|
|
||||
Senior notes, 4.75%, due May 2020
|
|
$—
|
|
|
|
$500
|
|
Senior notes, 4.00%, due October 2021
|
500
|
|
|
500
|
|
||
Senior notes, 4.00%, due March 2027
|
349
|
|
|
349
|
|
||
Senior debentures, 6.95%, due March 2028
|
300
|
|
|
300
|
|
||
Senior notes, 4.375%, due April 2030
|
500
|
|
|
—
|
|
||
Senior notes, 7.00%, due January 2038
|
147
|
|
|
146
|
|
||
Senior notes, 5.00%, due January 2044
|
897
|
|
|
895
|
|
||
Other1
|
(17
|
)
|
|
(5
|
)
|
||
Total long-term debt
|
2,676
|
|
|
2,685
|
|
||
|
|
|
|
||||
Less: current portion
|
—
|
|
|
(8
|
)
|
||
Total due beyond one year
|
|
$2,676
|
|
|
|
$2,677
|
|
Fiscal year
|
|
||
2020
|
|
$—
|
|
2021
|
500
|
|
|
2022
|
—
|
|
|
2023
|
—
|
|
|
2024
|
—
|
|
|
Thereafter
|
2,264
|
|
Fiscal year
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
Interest on long-term debt and short-term borrowings
|
|
$151
|
|
|
|
$146
|
|
|
|
$168
|
|
Less:
|
|
|
|
|
|
||||||
Interest income
|
(10
|
)
|
|
(15
|
)
|
|
(5
|
)
|
|||
Capitalized interest
|
(39
|
)
|
|
(27
|
)
|
|
(27
|
)
|
|||
Interest expense, net
|
|
$102
|
|
|
|
$104
|
|
|
|
$136
|
|
|
February 1, 2020
|
|
|
February 2, 2019
|
|
||
Carrying value of long-term debt
|
|
$2,676
|
|
|
|
$2,685
|
|
Fair value of long-term debt
|
2,905
|
|
|
2,692
|
|
|
Shares
|
|
|
Average price
per share
|
|
|
Amount
|
|
||
Capacity at January 28, 2017
|
|
|
|
|
|
$529
|
|
|||
February 2017 authorization (ended 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
|
|
||||
August 2018 authorization (no expiration)
|
|
|
|
|
1,500
|
|
||||
Shares repurchased
|
14.3
|
|
|
|
$49
|
|
|
(702
|
)
|
|
Expiration of unused February 2017 authorization capacity in August 2018
|
|
|
|
|
(319
|
)
|
||||
Capacity at February 2, 2019
|
|
|
|
|
893
|
|
||||
Shares repurchased
|
4.1
|
|
|
|
$45
|
|
|
(186
|
)
|
|
Capacity at February 1, 2020
|
|
|
|
|
|
$707
|
|
Fiscal year
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
RSUs
|
|
$49
|
|
|
|
$71
|
|
|
|
$51
|
|
Stock options
|
11
|
|
|
12
|
|
|
18
|
|
|||
Other1
|
9
|
|
|
7
|
|
|
8
|
|
|||
Total stock-based compensation expense, before income tax benefit
|
69
|
|
|
90
|
|
|
77
|
|
|||
Income tax benefit
|
(18
|
)
|
|
(23
|
)
|
|
(20
|
)
|
|||
Total stock-based compensation expense, net of income tax benefit
|
|
$51
|
|
|
|
$67
|
|
|
|
$57
|
|
Fiscal year
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
Cost of sales and related buying and occupancy costs
|
|
$20
|
|
|
|
$28
|
|
|
|
$25
|
|
SG&A expenses
|
49
|
|
|
62
|
|
|
52
|
|
|||
Total stock-based compensation expense, before income tax benefit
|
|
$69
|
|
|
|
$90
|
|
|
|
$77
|
|
Fiscal year
|
2019
|
|||||
|
Shares
|
|
|
Weighted-average grant date fair value per unit
|
|
|
Outstanding, beginning of year
|
3.9
|
|
|
|
$47
|
|
Granted
|
1.5
|
|
|
39
|
|
|
Vested
|
(1.6
|
)
|
|
46
|
|
|
Forfeited or cancelled
|
(0.6
|
)
|
|
45
|
|
|
Outstanding, end of year
|
3.2
|
|
|
|
$44
|
|
Fiscal year1
|
|
2019
|
|
|
2017
|
|
|||
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.
|
|
2.5% – 2.7%
|
|
|
1.0% – 2.5%
|
|
||
|
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.
|
|
34.6
|
%
|
|
40.1
|
%
|
||
|
Weighted-average expected dividend yield: Our forecasted dividend yield for the next 10 years.
|
|
1.9
|
%
|
|
2.4
|
%
|
||
|
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.
|
|
6.8
|
|
|
7.1
|
|
||
|
|
|
|
|
|
||||
Grant Date Information
|
|
|
|
|
|||||
|
Date of grant
|
|
March 5, 2019
|
|
|
February 28, 2017
|
|
||
|
Weighted-average fair value per option
|
|
|
$15
|
|
|
|
$16
|
|
|
Exercise price per option
|
|
|
$45
|
|
|
|
$47
|
|
Fiscal year
|
2019
|
|||||||||||||
|
Shares
|
|
|
Weighted-
average
exercise price
|
|
|
Weighted-average
remaining
contractual
life (years)
|
|
|
Aggregate
intrinsic
value
|
|
|||
Outstanding, beginning of year
|
8.4
|
|
|
|
$53
|
|
|
|
|
|
||||
Granted
|
1.0
|
|
|
45
|
|
|
|
|
|
|||||
Exercised
|
(0.4
|
)
|
|
30
|
|
|
|
|
|
|||||
Forfeited or cancelled
|
(0.7
|
)
|
|
54
|
|
|
|
|
|
|||||
Outstanding, end of year
|
8.3
|
|
|
|
$53
|
|
|
5
|
|
|
|
$132
|
|
|
Vested, end of year
|
6.9
|
|
|
|
$54
|
|
|
4
|
|
|
|
$118
|
|
|
Vested or expected to vest, end of year
|
8.1
|
|
|
|
$53
|
|
|
5
|
|
|
|
$130
|
|
|
|
|
|
|
|
|
|
|
|||||||
Fiscal year
|
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
||||
Aggregate intrinsic value of options exercised
|
|
|
|
$5
|
|
|
|
$67
|
|
|
|
$13
|
|
|
Fair value of stock options vested
|
|
|
|
$17
|
|
|
|
$22
|
|
|
|
$34
|
|
Fiscal year
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
U.S.
|
|
$654
|
|
|
|
$792
|
|
|
|
$803
|
|
Foreign
|
28
|
|
|
(59
|
)
|
|
(13
|
)
|
|||
Earnings before income taxes
|
|
$682
|
|
|
|
$733
|
|
|
|
$790
|
|
Fiscal year
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
Current income taxes:
|
|
|
|
|
|
||||||
Federal
|
|
$90
|
|
|
|
$147
|
|
|
|
$291
|
|
State and local
|
44
|
|
|
56
|
|
|
51
|
|
|||
Total current income tax expense
|
134
|
|
|
203
|
|
|
342
|
|
|||
Deferred income taxes:
|
|
|
|
|
|
||||||
Federal
|
43
|
|
|
(5
|
)
|
|
10
|
|
|||
State and local
|
3
|
|
|
(3
|
)
|
|
1
|
|
|||
Foreign
|
6
|
|
|
(26
|
)
|
|
—
|
|
|||
Total deferred income tax expense (benefit)
|
52
|
|
|
(34
|
)
|
|
11
|
|
|||
Total income tax expense
|
|
$186
|
|
|
|
$169
|
|
|
|
$353
|
|
Fiscal year
|
2019
|
|
|
2018
|
|
|
2017
|
|
Statutory rate
|
21.0
|
%
|
|
21.0
|
%
|
|
33.7
|
%
|
Tax Act impact
|
—
|
|
|
(0.1
|
%)
|
|
6.1
|
%
|
State and local income taxes, net of federal income taxes
|
5.4
|
%
|
|
5.8
|
%
|
|
4.5
|
%
|
Federal credits
|
(0.9
|
%)
|
|
(1.5
|
%)
|
|
(0.7
|
%)
|
Valuation allowance release
|
—
|
|
|
(1.2
|
%)
|
|
—
|
|
Other, net
|
1.8
|
%
|
|
(0.9
|
%)
|
|
1.1
|
%
|
Effective tax rate
|
27.3
|
%
|
|
23.1
|
%
|
|
44.7
|
%
|
|
February 1, 2020
|
|
|
February 2, 2019
|
|
||
Deferred tax assets:
|
|
|
|
||||
Lease liabilities
|
|
$555
|
|
|
|
$—
|
|
Compensation and benefits accruals
|
145
|
|
|
139
|
|
||
Allowance for sales returns
|
47
|
|
|
52
|
|
||
Accrued expenses
|
29
|
|
|
28
|
|
||
Merchandise inventories
|
20
|
|
|
20
|
|
||
Gift cards
|
39
|
|
|
26
|
|
||
Loyalty program
|
10
|
|
|
12
|
|
||
Net operating losses
|
33
|
|
|
41
|
|
||
Other
|
5
|
|
|
5
|
|
||
Total deferred tax assets
|
883
|
|
|
323
|
|
||
Valuation allowance
|
(41
|
)
|
|
(43
|
)
|
||
Total net deferred tax assets
|
842
|
|
|
280
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
ROU assets
|
(377
|
)
|
|
—
|
|
||
Land, property and equipment basis and depreciation differences
|
(312
|
)
|
|
(94
|
)
|
||
Debt exchange premium
|
(13
|
)
|
|
(13
|
)
|
||
Total deferred tax liabilities
|
(702
|
)
|
|
(107
|
)
|
||
Net deferred tax assets
|
|
$140
|
|
|
|
$173
|
|
Fiscal year
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
Unrecognized tax benefit at beginning of year
|
|
$30
|
|
|
|
$31
|
|
|
|
$32
|
|
Gross increase to tax positions in prior periods
|
—
|
|
|
9
|
|
|
2
|
|
|||
Gross decrease to tax positions in prior periods
|
—
|
|
|
(14
|
)
|
|
(7
|
)
|
|||
Gross increase to tax positions in current period
|
3
|
|
|
6
|
|
|
5
|
|
|||
Lapses in statute
|
(1
|
)
|
|
(2
|
)
|
|
(1
|
)
|
|||
Settlements
|
(10
|
)
|
|
—
|
|
|
—
|
|
|||
Unrecognized tax benefit at end of year
|
|
$22
|
|
|
|
$30
|
|
|
|
$31
|
|
Fiscal year
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
Net earnings
|
|
$496
|
|
|
|
$564
|
|
|
|
$437
|
|
|
|
|
|
|
|
||||||
Basic shares
|
155.2
|
|
|
167.3
|
|
|
166.8
|
|
|||
Dilutive effect of common stock equivalents
|
0.9
|
|
|
2.7
|
|
|
2.1
|
|
|||
Diluted shares
|
156.1
|
|
|
170.0
|
|
|
168.9
|
|
|||
|
|
|
|
|
|
||||||
Earnings per basic share
|
|
$3.20
|
|
|
|
$3.37
|
|
|
|
$2.62
|
|
Earnings per diluted share
|
|
$3.18
|
|
|
|
$3.32
|
|
|
|
$2.59
|
|
|
|
|
|
|
|
||||||
Anti-dilutive common stock equivalents
|
10.0
|
|
|
5.2
|
|
|
10.5
|
|
|
Retail
|
|
|
Corporate/Other
|
|
|
Total
|
|
|||
Fiscal year 2019
|
|
|
|
|
|
||||||
Net sales
|
|
$15,132
|
|
|
|
$—
|
|
|
|
$15,132
|
|
Credit card revenues, net
|
—
|
|
|
392
|
|
|
392
|
|
|||
Earnings (loss) before interest and income taxes
|
1,028
|
|
|
(244
|
)
|
|
784
|
|
|||
Interest expense, net
|
—
|
|
|
(102
|
)
|
|
(102
|
)
|
|||
Earnings (loss) before income taxes
|
1,028
|
|
|
(346
|
)
|
|
682
|
|
|||
Capital expenditures
|
(726
|
)
|
|
(209
|
)
|
|
(935
|
)
|
|||
Depreciation and amortization
|
(428
|
)
|
|
(233
|
)
|
|
(661
|
)
|
|||
Assets1
|
6,831
|
|
|
2,906
|
|
|
9,737
|
|
|||
|
|
|
|
|
|
||||||
Fiscal year 2018
|
|
|
|
|
|
||||||
Net sales
|
|
$15,480
|
|
|
|
$—
|
|
|
|
$15,480
|
|
Credit card revenues, net
|
—
|
|
|
380
|
|
|
380
|
|
|||
Earnings (loss) before interest and income taxes2
|
1,059
|
|
|
(222
|
)
|
|
837
|
|
|||
Interest expense, net
|
—
|
|
|
(104
|
)
|
|
(104
|
)
|
|||
Earnings (loss) before income taxes2
|
1,059
|
|
|
(326
|
)
|
|
733
|
|
|||
Capital expenditures
|
(415
|
)
|
|
(239
|
)
|
|
(654
|
)
|
|||
Depreciation and amortization
|
(436
|
)
|
|
(233
|
)
|
|
(669
|
)
|
|||
Assets
|
5,300
|
|
|
2,586
|
|
|
7,886
|
|
|||
|
|
|
|
|
|
||||||
Fiscal year 2017
|
|
|
|
|
|
||||||
Net sales
|
|
$15,408
|
|
|
|
($271
|
)
|
|
|
$15,137
|
|
Credit card revenues, net
|
—
|
|
|
341
|
|
|
341
|
|
|||
Earnings (loss) before interest and income taxes2
|
1,083
|
|
|
(157
|
)
|
|
926
|
|
|||
Interest expense, net
|
—
|
|
|
(136
|
)
|
|
(136
|
)
|
|||
Earnings (loss) before income taxes2
|
1,083
|
|
|
(293
|
)
|
|
790
|
|
|||
Capital expenditures
|
(516
|
)
|
|
(215
|
)
|
|
(731
|
)
|
|||
Depreciation and amortization
|
(445
|
)
|
|
(221
|
)
|
|
(666
|
)
|
|||
Assets
|
5,477
|
|
|
2,638
|
|
|
8,115
|
|
|
1st Quarter
|
|
|
2nd Quarter
|
|
|
3rd Quarter
|
|
|
4th Quarter
|
|
|
Total
|
|
|||||
Fiscal year 2019
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$3,349
|
|
|
|
$3,778
|
|
|
|
$3,566
|
|
|
|
$4,439
|
|
|
|
$15,132
|
|
Credit card revenues, net
|
94
|
|
|
94
|
|
|
106
|
|
|
99
|
|
|
392
|
|
|||||
Gross profit
|
1,121
|
|
|
1,302
|
|
|
1,222
|
|
|
1,555
|
|
|
5,200
|
|
|||||
SG&A expenses
|
(1,138
|
)
|
|
(1,180
|
)
|
|
(1,135
|
)
|
|
(1,355
|
)
|
|
(4,808
|
)
|
|||||
EBIT2
|
77
|
|
|
216
|
|
|
193
|
|
|
299
|
|
|
784
|
|
|||||
Net earnings2
|
37
|
|
|
141
|
|
|
126
|
|
|
193
|
|
|
496
|
|
|||||
Earnings per basic share
|
|
$0.24
|
|
|
|
$0.91
|
|
|
|
$0.81
|
|
|
|
$1.24
|
|
|
|
$3.20
|
|
Earnings per diluted share2
|
|
$0.23
|
|
|
|
$0.90
|
|
|
|
$0.81
|
|
|
|
$1.23
|
|
|
|
$3.18
|
|
Dividends per share
|
|
$0.37
|
|
|
|
$0.37
|
|
|
|
$0.37
|
|
|
|
$0.37
|
|
|
|
$1.48
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fiscal year 2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$3,469
|
|
|
|
$3,980
|
|
|
|
$3,648
|
|
|
|
$4,383
|
|
|
|
$15,480
|
|
Credit card revenues, net
|
92
|
|
|
87
|
|
|
100
|
|
|
101
|
|
|
380
|
|
|||||
Gross profit
|
1,181
|
|
|
1,391
|
|
|
1,213
|
|
|
1,540
|
|
|
5,325
|
|
|||||
SG&A expenses
|
(1,120
|
)
|
|
(1,232
|
)
|
|
(1,208
|
)
|
|
(1,308
|
)
|
|
(4,868
|
)
|
|||||
EBIT3
|
153
|
|
|
246
|
|
|
105
|
|
|
333
|
|
|
837
|
|
|||||
Net earnings3
|
87
|
|
|
162
|
|
|
67
|
|
|
248
|
|
|
564
|
|
|||||
Earnings per basic share
|
|
$0.52
|
|
|
|
$0.97
|
|
|
|
$0.40
|
|
|
|
$1.50
|
|
|
|
$3.37
|
|
Earnings per diluted share3
|
|
$0.51
|
|
|
|
$0.95
|
|
|
|
$0.39
|
|
|
|
$1.48
|
|
|
|
$3.32
|
|
Dividends per share
|
|
$0.37
|
|
|
|
$0.37
|
|
|
|
$0.37
|
|
|
|
$0.37
|
|
|
|
$1.48
|
|
|
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
|
31.1
|
|
Filed herewith electronically
|
|
|
|
|
|
31.2
|
|
Filed herewith electronically
|
|
|
|
|
|
32.1
|
|
Furnished herewith electronically
|
|
|
|
|
|
101.INS
|
Inline XBRL Instance Document
|
|
Filed herewith electronically
|
|
|
|
|
101.SCH
|
Inline XBRL Taxonomy Extension Schema Document
|
|
Filed herewith electronically
|
|
|
|
|
101.CAL
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document
|
|
Filed herewith electronically
|
|
|
|
|
101.LAB
|
Inline XBRL Taxonomy Extension Labels Linkbase Document
|
|
Filed herewith electronically
|
|
|
|
|
101.PRE
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document
|
|
Filed herewith electronically
|
|
|
|
|
101.DEF
|
Inline XBRL Taxonomy Extension Definition Linkbase Document
|
|
Filed herewith electronically
|
|
|
|
|
104
|
Cover Page Interactive Data File (Inline XBRL)
|
|
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/
|
Erik B. Nordstrom
|
|
Anne L. Bramman
|
|
|
Erik B. Nordstrom
|
|
Chief Financial Officer
|
|
|
Chief Executive Officer
|
|
|
|
|
|
Principal Accounting Officer:
|
|
|
|
|
|
|
|
|
|
/s/
|
Michael W. Maher
|
|
|
|
|
Michael W. Maher
|
|
|
|
Chief Accounting Officer
|
|
|
|
|
|
|
|
|
|
Directors:
|
|
|
|
|
|
|
|
|
|
/s/
|
Shellye L. Archambeau
|
|
/s/
|
Stacy Brown-Philpot
|
|
Shellye L. Archambeau
|
|
|
Stacy Brown-Philpot
|
|
Director
|
|
|
Director
|
|
|
|
|
|
/s/
|
Tanya L. Domier
|
|
/s/
|
Kirsten A. Green
|
|
Tanya L. Domier
|
|
|
Kirsten A. Green
|
|
Director
|
|
|
Director
|
|
|
|
|
|
/s/
|
Glenda G. McNeal
|
|
/s/
|
Erik B. Nordstrom
|
|
Glenda G. McNeal
|
|
|
Erik B. Nordstrom
|
|
Director
|
|
|
Director
|
|
|
|
|
|
/s/
|
Peter E. Nordstrom
|
|
/s/
|
Brad D. Smith
|
|
Peter E. Nordstrom
|
|
|
Brad D. Smith
|
|
Director
|
|
|
Chairman of the Board of Directors
|
|
|
|
|
|
/s/
|
Gordon A. Smith
|
|
/s/
|
Bradley D. Tilden
|
|
Gordon A. Smith
|
|
|
Bradley D. Tilden
|
|
Director
|
|
|
Director
|
|
|
|
|
|
/s/
|
B. Kevin Turner
|
|
|
|
|
B. Kevin Turner
|
|
|
|
|
Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date:
|
March 20, 2020
|
|
|
|
|
3. Dies or becomes disabled. For this purpose, a Participant will be considered Disabled under this Plan where such Participant receives a Social Security disability award or such Participant becomes eligible to receive long-term disability benefits under a group disability plan sponsored by the Company or an Affiliate.
|
|
|
|
|
|
|
|
Management Level
|
Cash Severance Pay
|
Period of Medical/Dental Premium Assistance*
|
Outplacement Services
|
|
|
Section 16 Officers on the Executive Team
|
24 months of base pay
|
12 months
|
6 months
|
|
|
Section 16 Officers not on the Executive Team
|
18 months of base pay
|
12 months
|
6 months
|
|
|
|
||||
|
|
||||
|
|
Name of Subsidiary
|
|
Jurisdiction of Incorporation
|
|
|
|
Nordstrom International Limited
|
|
Washington
|
Nordstrom Canada Holdings, LLC
|
|
Delaware
|
Trunk Club, Inc.
|
|
Delaware
|
Nordstrom Canada Leasing, LP
|
|
Alberta
|
|
|
|
|
|
|
|
|
|
|
|
|
Date:
|
March 20, 2020
|
|
|
|
|
/s/ Erik B. Nordstrom
|
|
Erik B. Nordstrom
|
|
Chief Executive Officer of Nordstrom, Inc.
|
Date:
|
March 20, 2020
|
|
|
|
|
/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 20, 2020
|
|
|
|
|
/s/ Erik B. Nordstrom
|
|
Erik B. Nordstrom
|
|
Chief Executive Officer of Nordstrom, Inc.
|
|
|
|
|
|
/s/ Anne L. Bramman
|
|
Anne L. Bramman
|
|
Chief Financial Officer of Nordstrom, Inc.
|