Annual Reports

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  • 10-K (Mar 21, 2008)

 
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Nordstrom 10-K 2011
Form 10-K
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

þ    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   For the fiscal year ended January 29, 2011
  
   OR
  
¨    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   For the transition period from                      to                     

Commission file number 001-15059

NORDSTROM, INC.

(Exact name of registrant as specified in its charter)

 

Washington   91-0515058

(State or other jurisdiction of

incorporation or organization)

 

(IRS Employer

Identification No.)

 

1617 Sixth Avenue, Seattle, Washington   98101
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code 206-628-2111

Securities registered pursuant to Section 12(b) of the Act:

Title of each class   Name of each exchange on which registered
Common stock, without par value   New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES þ NO ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES ¨ NO  þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES þ NO ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES þ NO ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer þ

   Accelerated filer ¨

Non-accelerated filer ¨ (Do not check if a smaller reporting company)

   Smaller reporting company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES ¨ NO þ

As of July 30, 2010 the aggregate market value of the Registrant’s voting and non-voting stock held by non-affiliates of the Registrant was approximately $6.2 billion using the closing sales price on that day of $34.00. On March 11, 2011, 218,078,190 shares of common stock were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Proxy Statement for the 2011 Annual Meeting of Shareholders scheduled to be held on May 11, 2011 are incorporated into Part III.

 

 

 

 

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Table of Contents

 

 

 

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Table of Contents

TABLE OF CONTENTS

 

         Page  

PART I

  

Item 1.

  Business.      4   

Item 1A.

  Risk Factors.      6   

Item 1B.

  Unresolved Staff Comments.      9   

Item 2.

  Properties.      9   

Item 3.

  Legal Proceedings.      13   

Item 4.

  Removed and Reserved.      13   

PART II

  

Item 5.

  Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities.      14   

Item 6.

  Selected Financial Data.      16   

Item 7.

  Management’s Discussion and Analysis of Financial Condition and Results of Operations.      17   

Item 7A.

  Quantitative and Qualitative Disclosures About Market Risk.      35   

Item 8.

  Financial Statements and Supplementary Data.      36   

Item 9.

  Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.      63   

Item 9A.

  Controls and Procedures.      63   

Item 9B.

  Other Information.      63   

PART III

  

Item 10.

  Directors, Executive Officers and Corporate Governance.      63   

Item 11.

  Executive Compensation.      63   

Item 12.

  Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.      64   

Item 13.

  Certain Relationships and Related Transactions, and Director Independence.      64   

Item 14.

  Principal Accounting Fees and Services.      64   

PART IV

  

Item 15.

  Exhibits, Financial Statement Schedules.      64   

Signatures

     65   

Consent of Independent Registered Public Accounting Firm

     66   

Exhibit Index

     67   

 

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Table of Contents

PART I

Item 1. Business.

DESCRIPTION OF BUSINESS

Founded in 1901 as a retail shoe business in Seattle, Nordstrom later incorporated in the state of Washington in 1946. We are one of the nation’s leading fashion specialty retailers, with 207 U.S. stores located in 28 states as of March 18, 2011. The west and east coasts are the areas in which we have the largest presence. We have two reportable segments: Retail and Credit.

The Retail segment includes our 115 ‘Nordstrom’ full-line stores, our Nordstrom online store at www.nordstrom.com, 89 off-price ‘Nordstrom Rack’ stores, two ‘Jeffrey’ boutiques and one clearance store that operates under the name ‘Last Chance.’ Through these multiple retail channels, we offer our customers a wide selection of high-quality brand name and private label merchandise focused on apparel, shoes, cosmetics and accessories. Our Nordstrom full-line stores and online store are substantially integrated, allowing us to provide our customers with a seamless shopping experience across channels. Our online store’s merchandise is primarily shipped from our fulfillment center in Cedar Rapids, Iowa and we have the ability to fulfill online orders from any of our Nordstrom full-line stores. Additionally we offer our customers the option to purchase items on our website and pick them up in our Nordstrom full-line stores. These capabilities allow us to better serve customers across various channels and improve sales. The Nordstrom Rack stores purchase high-quality name brand merchandise directly from vendors and also serve as outlets for clearance merchandise from our Nordstrom stores.

Our Credit segment includes our wholly owned federal savings bank, Nordstrom fsb, through which we provide a private label credit card, two Nordstrom VISA credit cards and a debit card for Nordstrom purchases. The credit and debit cards feature a shopping-based loyalty program designed to increase customer visits and spending. Although the primary purpose of our Credit business is to foster greater customer loyalty and drive more sales, we also generate revenues through finance charges and other fees on these cards.

For more information about our business and our reportable segments, see Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on page 17 and Note 14 of the Notes to Consolidated Financial Statements in Item 8.

FISCAL YEAR

We operate on a 52/53-week fiscal year ending on the Saturday closest to January 31st. References to 2010, 2009 and 2008 relate to the 52-week fiscal years ended January 29, 2011, January 30, 2010 and January 31, 2009. References to 2011 relate to the 52-week fiscal year ending January 28, 2012.

TRADEMARKS

We have 119 trademarks, each of which is the subject of one or more trademark registrations and/or trademark applications. Our most notable trademarks include Nordstrom, Nordstrom Rack, Halogen, Caslon, Classiques Entier, John W. Nordstrom and BP. Each of our trademarks is renewable indefinitely provided that it is still used in commerce at the time of the renewal.

RETURN POLICY

We offer our customers a liberal return policy at our Nordstrom full-line stores and online at www.nordstrom.com. Our Nordstrom Rack stores accept returns up to 30 days from the date of purchase with the original price tag and sales receipt. In general, our return policy is considered to be more generous than industry standards.

SEASONALITY

Due to our Anniversary Sale in July, the holidays in December and the half-yearly sales that occur in the second and fourth quarters, our sales are typically higher in the second and fourth quarters of the fiscal year than in the first and third quarters.

INVENTORY

We plan our merchandise purchases and receipts to coincide with expected sales trends. For instance, our merchandise purchases and receipts increase prior to our Anniversary Sale, which extends over the last two weeks of July. Also, we purchase and receive a larger amount of merchandise in the fall as we prepare for the holiday shopping season (from late November through early January). We pay for our merchandise purchases under the terms established with our vendors.

In order to offer merchandise that our customers want, we purchase merchandise from a wide variety of high-quality suppliers, including domestic and foreign businesses. We also have arrangements with agents and contract manufacturers to produce our private label merchandise. We expect our suppliers to meet our “Nordstrom Partnership Guidelines,” which address our corporate social responsibility standards for matters such as legal and regulatory compliance, labor, health and safety and the environment.

COMPETITIVE CONDITIONS

We operate in a highly competitive business environment. We compete with other national, regional and local retail establishments that may carry similar lines of merchandise, including department stores, specialty stores, boutiques and Internet businesses. Our specific competitors vary from market to market. We believe the keys to competing in our industry include, first and foremost, customer service, fashion newness, quality of product, the shopping experience across all channels, depth of selection, store environment and location.

 

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EMPLOYEES

During 2010, we employed approximately 52,000 employees on a full- or part-time basis. Due to the seasonal nature of our business, employment increased to approximately 55,000 employees in July 2010 and 54,000 in December 2010. Substantially all of our employees are non-union. We believe our relationship with our employees is good.

CAUTIONARY STATEMENT

Certain statements in this Annual Report on Form 10-K contain or may suggest “forward-looking” information (as defined in the Private Securities Litigation Reform Act of 1995) that involve risks and uncertainties, including, but not limited to, anticipated financial results (including, but not limited to, our anticipated same store-sales results, credit card revenues, gross profit rate, selling, general and administrative expenses, net interest expense, effective tax rate, earnings per share and operating cash flows), anticipated store openings, capital expenditures, dividend payout and trends in our operations. Such statements are based upon the current beliefs and expectations of the company’s management and are subject to significant risks and uncertainties. Actual future results may differ materially from historical results or current expectations depending upon factors including, but not limited to: the impact of economic and market conditions and the resultant impact on consumer spending patterns; our ability to maintain our relationships with vendors; our ability to respond to the business environment, consumer preferences and fashion trends; effective inventory management; successful execution of our growth strategy, including possible expansion into new markets, technological investments, acquisitions and the timely completion of construction associated with newly planned stores, relocations and remodels, which may be impacted by the financial health of third parties; our ability to maintain relationships with our employees and to effectively train and develop our future leaders; successful execution of our multi-channel strategy; our compliance with applicable banking and related laws and regulations impacting our ability to extend credit to our customers; impact of the current regulatory environment and financial system and health care reforms; our compliance with information security and privacy laws and regulations, employment laws and regulations and other laws and regulations applicable to us; trends in personal bankruptcies and bad debt write-offs; changes in interest rates; efficient and proper allocation of our capital resources; availability and cost of credit; our ability to safeguard our brand and reputation; successful execution of our information technology strategy; disruptions in our supply chain; the geographic locations of our stores; public health concerns and the resulting impact on consumer spending patterns, supply chain and employee health; weather conditions and hazards of nature that affect consumer traffic and consumers’ purchasing patterns; the effectiveness of planned advertising, marketing and promotional campaigns; our ability to control costs; and the timing and amounts of share repurchases by the company, if any, or any share issuances by the company, including issuances associated with option exercises or other matters. These and other factors could affect our financial results and cause actual results to differ materially from any forward-looking information we may provide. We undertake no obligation to update or revise any forward-looking statements to reflect subsequent events, new information or future circumstances.

SEC FILINGS

We file annual, quarterly and current reports, proxy statements and other documents with the Securities and Exchange Commission (“SEC”). All material we file with the SEC is publicly available at the SEC’s Public Reference Room at 100 F Street NE, Room 1580, Washington, DC 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains a website at www.sec.gov that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.

WEBSITE ACCESS

Our website address is www.nordstrom.com. We make available free of charge on or through our website our annual and quarterly reports on Form 10-K and 10-Q (including related filings in XBRL format), current reports on Form 8-K, statements of changes in beneficial ownership of securities on Form 4 and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after we electronically file the report with or furnish it to the SEC. Interested parties may also access a webcast of quarterly earnings conference calls and other financial events through our website.

CORPORATE GOVERNANCE

We have a long-standing commitment to upholding a high level of ethical standards. In addition, as required by the listing standards of the New York Stock Exchange (“NYSE”) and the rules of the SEC, we have adopted Codes of Business Conduct and Ethics for our employees, officers and directors (“Codes of Ethics”) and Corporate Governance Guidelines. We have posted on our website our Codes of Ethics, our Corporate Governance Guidelines and our Committee Charters for the Audit, Compensation, Corporate Governance and Nominating, and Finance Committees.

These items are also available in print to any person, without charge, upon request to:

Nordstrom Investor Relations

P.O. Box 2737

Seattle, Washington 98111-2737

(206) 303-3200

invrelations@nordstrom.com

 

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Item 1A. Risk Factors.

Dollars in millions

Our business faces many risks. We believe the risks described below outline the items of most concern to us. However, these are not the only risks we face.

ECONOMIC CONDITIONS

The deterioration in economic conditions that began in 2007 affected our business in several ways. Elevated unemployment, the tightening of consumer credit and the decline in the housing and stock markets in the United States all contributed to a reduction in consumer spending, which in turn had a negative impact on our revenues. We sell high-quality apparel, shoes, cosmetics and accessories, which many consumers consider to be discretionary items. During economic downturns, fewer customers may shop in our stores and on our website, and those who do shop may limit the amount of their purchases, all of which may lead to lower sales, higher markdowns and increased marketing and promotional spending in response to lower demand. The deterioration of economic conditions also adversely affected our credit customers’ payment patterns and delinquency rates, increasing our bad debt expense. Our business has improved and some macroeconomic indicators suggest that a modest economic recovery has begun, however key factors such as employment levels, consumer credit and housing market conditions remain weak. A sluggish economic recovery or a renewed downturn could have a significant adverse effect on our business.

In addition, many states where we conduct business are facing significant budget shortfalls as a result of the economic downturn, and may seek to address those shortfalls through unfavorable changes in tax laws and interpretation of existing laws. An increase in our tax liabilities could adversely affect our results of operations.

IMPACT OF COMPETITIVE MARKET FORCES

The fashion specialty retail industry is highly competitive. We compete with other national, regional and local retail establishments that may carry similar lines of merchandise, including department stores, specialty stores, boutiques and Internet businesses. If we are unable to remain competitive in the key areas of customer service, fashion newness, quality of products, the shopping experience across all channels, depth of selection, store environment and location, we may lose market share to our competitors and our sales and profitability could suffer.

Our Credit segment faces competition from large banks and other credit card companies, some of which have substantial financial resources. Many of our competitors offer general-purpose credit card products with a variety of loyalty programs. In addition, there is intense competition for cardholders with “prime” credit ratings who make up a significant portion of our credit portfolio. If we do not effectively respond to the competitive banking and credit card environment, we could lose market share to our competitors, which would have an adverse effect on our credit business.

AVAILABILITY AND COST OF MERCHANDISE

Our relationships with our merchandise vendors have been a significant contributor to our success and our position as a retailer of high-quality fashion merchandise. We have no guaranteed supply arrangements with our key vendors, many of whom limit the number of retail channels they use to sell their merchandise. Competition to obtain and sell this merchandise is intense. Nearly all of the brands of our top vendors are sold by competing retailers, and many of our top vendors also have their own dedicated retail stores. If one or more of our top vendors were to limit or reduce our access to their merchandise, our business could be adversely affected. Further, if our merchandise costs increase due to increased raw material or labor costs or other factors, our ability to respond or the effect of our response could adversely affect our sales or gross margins.

ABILITY TO RESPOND TO CONSUMER PREFERENCES AND FASHION TRENDS

We strive to ensure the merchandise we offer and our shopping experience remain current and compelling to our customers. We make decisions regarding inventory purchases well in advance of the season in which it will be sold. Therefore, our ability to predict or respond to changes in fashion trends, consumer preferences and spending patterns, and to match our merchandise levels, mix and shopping experience to sales trends and consumer tastes, significantly impacts our sales and operating results. If we do not identify and respond to emerging trends in consumer spending and preferences quickly enough, we may harm our ability to retain our existing customers or attract new customers. If we purchase too much inventory, we may be forced to sell our merchandise at higher average markdown levels and lower average margins, which could harm our business. Conversely, if we fail to purchase enough merchandise, we may lose opportunities for additional sales and damage our relationships with our customers.

GROWTH STRATEGY

Our strategic growth plan includes opening new Nordstrom full-line and Nordstrom Rack stores, with 6 announced Nordstrom full-line and 18 announced Nordstrom Rack store openings, the majority of which will occur by 2012. The availability and cost of suitable locations for our stores depends on a number of factors, including competition from other retailers and businesses, local land use and other regulations, new shopping center construction and developers’ financial condition. New store openings also involve certain risks, including constructing, furnishing and supplying a store in a timely and cost effective manner and accurately assessing the demographic or retail environment for a particular location. Our sales at new, relocated or remodeled stores may not meet our projections, which could adversely affect our return on investment.

We are also pursuing other growth opportunities, which may include acquisitions of, or investments in, other businesses, as well as new technologies or other investments to improve the customer shopping experience in our stores and online. If these investments do not perform as expected, our profitability and growth could be adversely affected.

 

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LEADERSHIP DEVELOPMENT AND SUCCESSION PLANNING

The training and development of our future leaders is important to our long-term success. If we do not effectively implement our strategic and business planning processes to attract, retain, train and develop future leaders, our business may suffer. We rely on the experience of our senior management, who have specific knowledge relating to us and our industry that is difficult to replace. If unexpected leadership turnover occurs without adequate succession plans, the loss of the services of any of these individuals, or any negative perceptions of our business as a result of those losses, could damage our brand image and our business.

MERCHANDISE PLANNING

We are making investments to improve our multi-channel merchandise planning, procurement and allocation capabilities. These efforts involve changes in personnel, processes and technology over a period of several years. If we encounter challenges associated with change management, the ability to hire and retain key personnel involved in these efforts, implementation of associated information technology or adoption of new processes, our ability to continue to successfully execute our strategy could be adversely affected. As a result, we may not derive the expected benefits to our sales and profitability, or we may incur increased costs relative to our current projections.

FINANCIAL SYSTEM REFORMS

The recent financial crisis resulted in increased legislative and regulatory changes affecting the financial industry. The Credit Card Accountability Responsibility and Disclosure Act of 2009 (the “Credit CARD Act”) included new rules and restrictions on credit card pricing, finance charges and fees, customer billing practices and payment application. These rules required us to make changes to our credit card business practices and systems, and we expect more regulations and interpretations of the new rules to emerge. Depending on the nature and extent of the full impact from these rules, and any interpretations or additional rules, the revenues and profitability of our Credit segment could be adversely affected.

In addition, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) was enacted in July 2010. It significantly restructures regulatory oversight and other aspects of the financial industry, creates a new federal agency to supervise and enforce consumer lending laws and regulations and expands state authority over consumer lending. Numerous regulations will be issued in the near future to implement the requirements of this Act. The final regulatory details remain uncertain at this time. Depending on the nature and extent of these regulations, and the enforcement approach of regulators under the new law, there could be an adverse impact to our Credit segment.

INFORMATION SECURITY AND PRIVACY

The protection of our customer, employee and company data is important to us. Our customers have a high expectation that we will adequately protect their personal information. In addition, the regulatory environment surrounding information security and privacy is increasingly demanding, with new and constantly changing requirements across our business units. A significant breach of customer, employee or company data could damage our reputation, our brand and our relationship with our customers and result in lost sales, fines and lawsuits. In addition, a security breach could require that we expend significant additional resources related to our information security systems and could result in disruption of our operations.

CONSUMER CREDIT

Our credit card operations help drive sales in our stores, allow our stores to avoid third-party transaction fees and generate additional revenues from extending credit. Our credit card revenues and profitability are subject in large part to economic and market conditions that are beyond our control, including, but not limited to, interest rates, consumer credit availability, consumer debt levels, unemployment trends, laws and regulations and other factors. Elevated levels of unemployment have historically corresponded with increased credit card delinquencies and write-offs, which may continue in the future. Further, these economic conditions could impair our ability to assess the creditworthiness of our customers if the criteria and/or models we use to underwrite and manage our customers become less predictive of future losses. This could cause our losses to rise and have a negative impact on our results of operations.

CAPITAL MANAGEMENT AND LIQUIDITY

Our access to debt and equity capital, and our ability to invest capital to maximize the total returns to our shareholders, is critical to our long-term success. We utilize capital to finance our operations, make capital expenditures and acquisitions, manage our debt levels and return value to our shareholders through dividends and share repurchases. Our ability to obtain capital and the cost of the capital depend on company performance, financial market conditions and independent rating agencies’ short- and long-term debt ratings, which are based largely on our performance as measured by credit metrics including interest coverage and leverage ratios. If our access to capital is restricted or if our cost of capital increases, our operations and financial condition could be adversely affected. Further, if we do not properly allocate our capital to maximize returns, our operations, cash flows and returns to shareholders could be adversely affected.

BRAND AND REPUTATION

We have a well-recognized brand that consumers may associate with a high level of customer service and quality merchandise. Any significant damage to our brand or reputation could negatively impact sales, reduce employee morale and productivity and diminish customer trust, any of which would harm our business.

 

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INFORMATION TECHNOLOGY STRATEGY

We make investments in information technology to sustain our competitive position. In 2011, we expect to spend approximately $185 on information technology operations and systems development, which is key to our growth. We must monitor and choose the right investments and implement them at the right pace. Excessive technological change could impact the effectiveness of adoption, and could make it more difficult for us to realize benefits from the technology. Targeting the wrong opportunities, failing to make the best investments or making an investment commitment significantly above or below our needs may result in the loss of our competitive position. In addition, if we do not maintain our current systems we may see interruptions to our business and increase our costs in order to bring our systems up to date.

HEALTH CARE REFORM

In March 2010, the Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010 (the “Health Care Reform Acts”) were signed into law. These laws include numerous health care related provisions which will take effect over a four year period beginning in 2010. Increased costs required to meet the requirements of the Health Care Reform Acts and any interpretations or additional rules resulting from the Acts could adversely affect our profitability. In addition, if it is necessary to make changes to the health benefits provided to our employees as a result of the Health Care Reform Acts, we may not be able to offer competitive health care benefits to attract and retain employees.

LAWS, REGULATIONS AND LITIGATION

Our policies, procedures and practices are designed to comply with federal, state, local and foreign laws, rules and regulations, including those imposed by the SEC, NYSE, the banking industry and foreign countries, which may change from time to time. These laws and regulations are complex, continuously evolving and the related enforcement is increasingly aggressive, particularly in the state of California, which has increased the cost of compliance. Significant legislative changes, including those that relate to employment matters, could impact our relationship with our workforce, which could increase our expenses and adversely affect our operations. Possible legislative changes include changes to an employer’s obligation to recognize collective bargaining units. In addition, if we fail to comply with applicable laws and regulations we could be subject to damage to our reputation, class action lawsuits, legal and settlement costs, civil and criminal liability, increased cost of regulatory compliance, restatements of our financial statements, disruption of our business and loss of customers. Any required changes to our employment practices could result in the loss of employees, reduced sales, increased employment costs, low employee morale and harm to our business and results of operations. In addition, we are regularly involved in various litigation matters that arise in the ordinary course of business. Litigation or regulatory developments could adversely affect our business and financial condition.

BUSINESS CONTINUITY

Our business and operations could be materially and adversely affected by supply chain disruptions, severe weather patterns, natural disasters, widespread pandemics and other natural or man-made disruptions. We derive a significant amount of our total sales from stores located on the west and east coasts, particularly in California, which increases our exposure to conditions in these regions. These disruptions could cause, among other things, a decrease in consumer spending that would negatively impact our sales; staffing shortages in our stores, distribution centers, or corporate offices; interruptions in the flow of merchandise to our stores; disruptions in the operations of our merchandise vendors or property developers; increased costs; and a negative impact on our reputation and long-term growth plans.

ANTI-TAKEOVER PROVISIONS

We are incorporated in the state of Washington and subject to Washington state law. Some provisions of Washington state law could interfere with or restrict takeover bids or other change-in-control events affecting us. For example, one provision prohibits us, except under specified circumstances, from engaging in any significant business transaction with any shareholder who owns 10% or more of our common stock (an “acquiring person”) for a period of five years following the time that the shareholder became an acquiring person.

 

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Item 1B. Unresolved Staff Comments.

None.

Item 2. Properties.

The following table summarizes the number of retail stores owned or leased by us, and the percentage of total store square footage represented by each listed category as of January 29, 2011:

 

      Number of stores     

% of total store

square footage

 

  Leased stores on leased land

    
109
  
    
30.7%
  

  Owned stores on leased land

     60         45.7%   

  Owned stores on owned land

     34         22.9%   

  Partly owned and partly leased stores

     1         0.7%   

  Total

     204         100.0%   

The following table summarizes our store opening activity during the last three years:

 

  Fiscal year    2010      2009     2008  

  Number of stores, beginning of year

     184         169        156   

  Stores opened

     20         16        14   

  Stores closed

             (1     (1

  Number of stores, end of year

     204         184        169   

In 2010, we opened three Nordstrom full-line stores (Braintree, Massachusetts; Newport Beach, California; and Santa Monica, California), relocated one Nordstrom full-line store (Cerritos, California), opened seventeen Nordstrom Rack stores (Houston, Texas; Kendall, Florida; Coral Gables, Florida; Denver, Colorado; Framingham, Massachusetts; Atlanta, Georgia; New York, New York; Arlington, Virginia; Fairfax, Virginia; Durham, North Carolina; St. Louis, Missouri; Boca Raton, Florida; Chicago, Illinois; Tampa, Florida; Lakewood, California; Burbank, California; and Peoria, Arizona) and relocated one Nordstrom Rack store (Spokane Valley, Washington).

To date in 2011, we have opened three Nordstrom Rack stores (Aventura, Florida; Austin, Texas; and Arlington, Texas). During the remainder of 2011, we are scheduled to open three Nordstrom full-line stores (Newark, Delaware; Nashville, Tennessee; and St. Louis, Missouri), open fourteen additional Nordstrom Rack stores (Fremont, California; Charlotte, North Carolina; Lakewood, Colorado; Cherry Hill, New Jersey; Washington, D.C.; Annapolis, Maryland; West Covina, California; Redondo Beach, California; Tucson, Arizona; Indianapolis, Indiana; Sugar Land, Texas; Burlington, Massachusetts; Tigard, Oregon; and Lenexa, Kansas) and relocate two Nordstrom Rack stores (Boulder, Colorado and Henderson, Nevada).

We also own six merchandise distribution centers (Portland, Oregon; Dubuque, Iowa; Ontario, California; Newark, California; Upper Marlboro, Maryland; and Gainesville, Florida) and own one fulfillment center on leased land (Cedar Rapids, Iowa), which are utilized by our Retail segment. Our administrative offices in Seattle, Washington are a combination of leased and owned space. We also lease an office building in the Denver, Colorado metropolitan area for our Credit segment.

 

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As of January 29, 2011, the total square footage of our Nordstrom full-line stores was 20,452,000, and the total square footage of our Nordstrom Rack and other stores was 3,386,000. The following table lists our retail store facilities as of January 29, 2011:

 

Location    Store Name   

Square
Footage

(000’s)

     Year
Store
Opened
 

Nordstrom Full-Line Stores

     

ALASKA

        

Anchorage

   Anchorage 5th Avenue Mall      97         1975   

ARIZONA

        

Chandler

   Chandler Fashion Center      149         2001   

Scottsdale

   Scottsdale Fashion Square      235         1998   

CALIFORNIA

        

Arcadia

   Santa Anita      151         1994   

Brea

   Brea Mall      195         1979 1 

Canoga Park

   Topanga      213         1984 1 

Cerritos

   Los Cerritos Center      144         1981 1 

Corte Madera

  

The Village at Corte Madera

     116         1985   

Costa Mesa

   South Coast Plaza      235         1978 1 

Escondido

   North County      156         1986   

Glendale

   Glendale Galleria      147         1983   

Irvine

   Irvine Spectrum Center      130         2005   

Los Angeles

   The Grove      120         2002   

Los Angeles

   Westside Pavilion      150         1985   

Mission Viejo

   The Shops at Mission Viejo      172         1999   

Montclair

   Montclair Plaza      134         1986   

Newport Beach

   Fashion Island      143         2010   

Palo Alto

   Stanford Shopping Center      187         1984   

Pleasanton

   Stoneridge Mall      173         1990   

Redondo Beach

   South Bay Galleria      161         1985   

Riverside

   Galleria at Tyler      164         1991   

Roseville

   Galleria at Roseville      149         2000   

Sacramento

   Arden Fair      190         1989   

San Diego

   Fashion Valley      220         1981   

San Diego

   Horton Plaza      149         1985   

San Diego

   University Towne Center      130         1984   

San Francisco

   San Francisco Centre      350         1988   

San Francisco

   Stonestown Galleria      174         1988   

San Jose

   Valley Fair      232         1987 1 

San Mateo

   Hillsdale Shopping Center      149         1982   

Santa Ana

   MainPlace      169         1987   

Santa Barbara

   Paseo Nuevo      186         1990   

Santa Monica

   Santa Monica Place      132         2010   

Thousand Oaks

   Thousand Oaks      145         2008   

Walnut Creek

   Broadway Plaza      193         1984   

COLORADO

        

Broomfield

   FlatIron Crossing      172         2000   

Denver

  

Cherry Creek Shopping Center

     142         2007   

Lone Tree

   Park Meadows      245         1996   

CONNECTICUT

        

Farmington

   Westfarms      189         1997   

FLORIDA

        

Aventura

   Aventura Mall      172         2008   

Boca Raton

  

Town Center at Boca Raton

     193         2000   

Coral Gables

   Village of Merrick Park      212         2002   

Miami

   Dadeland Mall      150         2004   

Naples

   Waterside      81         2008   

Orlando

   The Florida Mall      174         2002   

Palm Beach Gardens

   The Gardens      150         2006   

Tampa

   International Plaza      172         2001   

Wellington

  

The Mall at Wellington Green

     127         2003   
Location    Store Name   

Square
Footage

(000’s)

     Year
Store
Opened
 

GEORGIA

        

Atlanta

   Perimeter Mall      243         1998   

Atlanta

   Phipps Plaza      140         2005   

Buford

   Mall of Georgia      172         2000   

HAWAII

        

Honolulu

   Ala Moana Center      211         2008   

ILLINOIS

        

Chicago

   Michigan Avenue      274         2000   

Oak Brook

   Oakbrook Center      249         1991   

Schaumburg

  

Woodfield Shopping Center

     215         1995   

Skokie

   Old Orchard Center      209         1994   

INDIANA

        

Indianapolis

   Circle Centre      216         1995   

Indianapolis

   Fashion Mall      134         2008   

KANSAS

        

Overland Park

   Oak Park Mall      219         1998   

MARYLAND

        

Annapolis

   Annapolis Mall      162         1994   

Bethesda

   Montgomery Mall      225         1991   

Columbia

   The Mall in Columbia      173         1999   

Towson

   Towson Town Center      205         1992   

MASSACHUSETTS

        

Braintree

   South Shore Plaza      155         2010   

Burlington

   Burlington Mall      143         2008   

Natick

   Natick Collection      154         2007   

Peabody

   Northshore Mall      143         2009   

MICHIGAN

        

Clinton Township

   Partridge Creek      122         2008   

Novi

   Twelve Oaks Mall      172         2007   

Troy

   Somerset Collection      258         1996   

MINNESOTA

        

Bloomington

   Mall of America      240         1992   

MISSOURI

        

Des Peres

   West County      193         2002   

NEVADA

        

Las Vegas

   Fashion Show      207         2002   

NEW JERSEY

        

Cherry Hill

   Cherry Hill Mall      143         2009   

Edison

   Menlo Park      204         1991   

Freehold

   Freehold Raceway Mall      174         1992   

Paramus

   Garden State Plaza      282         1990   

Short Hills

   The Mall at Short Hills      188         1995   

NEW YORK

        

Garden City

   Roosevelt Field      241         1997   

White Plains

   The Westchester      219         1995   

NORTH CAROLINA

        

Charlotte

   SouthPark      151         2004   

Durham

  

The Streets at Southpoint

     149         2002   
 

 

 

¹This store has been subsequently relocated.

 

10


Table of Contents
Location    Store Name   

Square
Footage

(000’s)

     Year
Store
Opened
 
Nordstrom Full-Line Stores (continued)              

OHIO

        

Beachwood

   Beachwood Place      231         1997   

Cincinnati

   Kenwood Towne Centre      144         2009   

Columbus

   Easton Town Center      174         2001   

OREGON

        

Portland

   Clackamas Town Center      121         1981   

Portland

   Downtown Portland      174         1966 1 

Portland

   Lloyd Center      150         1963 1 

Salem

   Salem Center      71         1980   

Tigard

   Washington Square      189         1974 1 

PENNSYLVANIA

        

King of Prussia

   King of Prussia      238         1996   

Pittsburgh

   Ross Park      143         2008   

RHODE ISLAND

        

Providence

   Providence Place      206         1999   

TEXAS

        

Austin

   Barton Creek Square      150         2003   

Dallas

   Galleria Dallas      249         1996   

Dallas

   NorthPark Center      212         2005   

Frisco

   Stonebriar Centre      149         2000   

Houston

   Houston Galleria      226         2003   

Hurst

   North East Mall      149         2001   

San Antonio

   The Shops at La Cantera      149         2005   

UTAH

        

Murray

   Fashion Place      144         1981 1 

Orem

   University Mall      122         2002   

VIRGINIA

        

Arlington

  

The Fashion Centre at Pentagon City

     241         1989   

Dulles

   Dulles Town Center      148         2002   

McLean

   Tysons Corner Center      211         1988   

Norfolk

   MacArthur Center      166         1999   

Richmond

   Short Pump Town Center      128         2003   

WASHINGTON

        

Bellevue

   Bellevue Square      285         1967 1 

Lynnwood

   Alderwood      151         1979 1 

Seattle

   Downtown Seattle      383         1963 1 

Seattle

   Northgate Mall      122         1965   

Spokane

   River Park Square      137         1974 1 

Tacoma

   Tacoma Mall      144         1966 1 

Tukwila

   Southcenter      170         1968   

Vancouver

   Vancouver      71         1977   
Location    Store Name   

Square
Footage

(000’s)

     Year
Store
Opened
 

Nordstrom Rack and Other Stores

     

ARIZONA

        

Chandler

   Chandler Festival Rack      37         2000   

Peoria

   Arrowhead Crossing Rack      36         2010   

Phoenix

   Last Chance      48         1992 1 

Scottsdale

  

Scottsdale Promenade Rack

     38         2000   

CALIFORNIA

        

Brea

   Brea Union Plaza Rack      45         1999   

Burbank

  

Burbank Empire Center Rack

     35         2010   

Chino

  

Chino Spectrum Towne Center Rack

     38         1987 1 

Colma

   Colma Rack      31         1987   

Costa Mesa

  

Metro Pointe at South Coast Rack

     50         1983 1 

East Palo Alto

   Ravenswood 101 Rack      41         2009   

Fresno

  

Villaggio Retail Center Rack

     32         2002   

Glendale

  

Glendale Fashion Center Rack

     36         2000   

Laguna Hills

   Laguna Hills Mall Rack      35         2008   

Lakewood

   Lakewood Center Rack      33         2010   

Long Beach

   Long Beach CityPlace Rack      33         2002   

Los Angeles

   Beverly Connection Rack      30         2009   

Los Angeles

  

The Promenade at Howard Hughes Center Rack

     41         2001   

Ontario

   Ontario Mills Mall Rack      40         2002   

Oxnard

  

Esplanade Shopping Center Rack

     38         2001   

Pasadena

   Hastings Village Rack      42         2009   

Roseville

  

Creekside Town Center Rack

     36         2001   

Sacramento

  

Howe `Bout Arden Center Rack

     54         1999   

San Diego

   Mission Valley Rack      57         1985 1 

San Francisco

  

555 Ninth Street Retail Center Rack

     43         2001   

San Jose

   Oakridge Rack      30         2009   

San Jose

   Westgate Mall Rack      48         1998   

San Leandro

   San Leandro Rack      44         1990   

San Marcos

   Grand Plaza Rack      35         2006   

Woodland Hills

   Topanga Rack      64         1984   

COLORADO

        

Broomfield

   Flatiron Marketplace Rack      36         2001   

Denver

   Cherry Creek Rack      40         2010   

Lone Tree

  

Meadows Marketplace Rack

     34         1998   

FLORIDA

        

Boca Raton

   University Commons Rack      36         2010   

Coral Gables

   Miracle Marketplace Rack      33         2010   

Kendall

  

The Palms at Town & Country Rack

     35         2010   

Orlando

   Millenia Crossing Rack      36         2009   

Sunrise

  

The Oasis at Sawgrass Mills Rack

     27         2003   

Tampa

  

Walter’s Crossing Rack

     45         2010   

GEORGIA

        

Atlanta

   Buckhead Station Rack      39         2010   

Atlanta

   Jeffrey      12         2007   

Buford

  

Mall of Georgia Crossing Rack

     44         2000   

HAWAII

        

Honolulu

   Ward Centers Rack      34         2000   
 

 

 

¹This store has been subsequently relocated.

 

Nordstrom, Inc. and subsidiaries     11   


Table of Contents
Location    Store Name   

Square
Footage

(000’s)

     Year
Store
Opened
 
Nordstrom Rack and Other Stores (continued)              

ILLINOIS

        

Chicago

   Chicago Avenue Rack      39         2010   

Chicago

  

The Shops at State and Washington Rack

     41         2003   

Naperville

  

Springbrook Prairie Pavilion Rack

     37         2008   

Northbrook

   Northbrook Rack      40         1996   

Oak Brook

  

The Shops at Oak Brook Place Rack

     42         2000   

Orland Park

   Orland Park Place Rack      35         2009   

Schaumburg

   Woodfield Rack      45         1994   

MARYLAND

        

Gaithersburg

   Gaithersburg Rack      49         1999   

Towson

   Towson Rack      31         1992   

MASSACHUSETTS

        

Danvers

   Liberty Tree Mall Rack      43         2008   

Framingham

   Shoppers World Rack      40         2010   

MICHIGAN

        

Grand Rapids

   Centerpointe Mall Rack      40         2001   

Troy

   Troy Marketplace Rack      40         2000   

MINNESOTA

        

Bloomington

   Mall of America Rack      41         1998   

Maple Grove

   Arbor Lakes Rack      34         2009   

MISSOURI

        

St. Louis

   Brentwood Square Rack      34         2010   

NEVADA

        

Las Vegas

  

Silverado Ranch Plaza Rack

     33         2001   

NEW JERSEY

        

Paramus

  

Bergen Town Center Rack

     34         2009   

NEW YORK

        

New York

   Jeffrey      11         2007   

New York

   Union Square Rack      32         2010   

Westbury

  

The Mall at the Source Rack

     48         1997   

White Plains

   City Center Rack      36         2008   
Location    Store Name   

Square
Footage

(000’s)

     Year
Store
Opened
 

NORTH CAROLINA

     

Durham

   Renaissance Center Rack      31         2010   

OHIO

        

Cincinnati

   Rookwood Pavilion Rack      35         2009   

Lyndhurst

   Legacy Village Rack      40         2008   

OREGON

        

Beaverton

  

Tanasbourne Town Center Rack

     53         1998   

Clackamas

  

Clackamas Promenade Rack

     28         1983 1 

Portland

   Downtown Portland Rack      32         1986 1 

PENNSYLVANIA

        

King of Prussia

  

The Overlook at King of Prussia Rack

     45         2002   

TEXAS

        

Austin

   Gateway Center Rack      35         2009   

Dallas

   Shops at Park Lane Rack      36         2009   

Houston

  

The Centre at Post Oak Rack

     31         2010   

Plano

  

Preston Shepard Place Rack

     39         2000   

San Antonio

   The Rim Rack      35         2008   

Southlake

   Shops of Southlake Rack      36         2009   

UTAH

        

Salt Lake City

   Sugarhouse Rack      31         1991   

Sandy

  

The Commons at South Towne Rack

     35         2009   

VIRGINIA

        

Arlington

   Pentagon Centre Rack      34         2010   

Fairfax

  

Fair Lakes Promenade Rack

     38         2010   

Sterling

  

Dulles Town Crossing Rack

     41         2001   

Woodbridge

   Potomac Mills Rack      46         1990   

WASHINGTON

        

Auburn

  

SuperMall of the Great Northwest Rack

     48         1995   

Bellevue

   Factoria Mall Rack      46         1997   

Lynnwood

   Golde Creek Plaza Rack      38         1985 1 

Seattle

   Downtown Seattle Rack      42         1987   

Spokane Valley

  

Spokane Valley Plaza Rack

     30         2000 1 

Tukwila

   Southcenter Square Rack      35         2007   
 

 

¹This store has been subsequently relocated.

 

12


Table of Contents

Item 3. Legal Proceedings.

We are subject from time to time to various claims and lawsuits arising in the ordinary course of business, including lawsuits alleging violations of state and/or federal wage and hour laws. Some of these suits purport or may be determined to be class actions and/or seek substantial damages and some may remain unresolved for several years. We believe the recorded reserves in our consolidated financial statements are adequate in light of the probable and estimable liabilities. While we cannot predict the outcome of these matters with certainty, we do not believe any currently identified claim, proceeding or litigation, either alone or in aggregate, will have a material impact on our results of operations, financial position or cash flows.

Item 4. Removed and Reserved.

 

Nordstrom, Inc. and subsidiaries     13   


Table of Contents

PART II

Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities.

MARKET, SHAREHOLDER AND DIVIDEND INFORMATION

Our common stock, without par value, is traded on the New York Stock Exchange under the symbol “JWN.” The approximate number of holders of common stock as of March 11, 2011 was 140,000, based upon the number of registered and beneficial shareholders, as well as the number of employee shareholders in the Nordstrom 401(k) Plan and Profit Sharing Plan. On this date we had 218,078,190 shares of common stock outstanding.

The high and low sales prices of our common stock and dividends declared for each quarter of 2010 and 2009 are presented in the table below:

 

       Common Stock Price                    
        2010        2009        Dividends per Share  
        High        Low        High        Low            2010        2009    

  1st Quarter

       $46.22           $32.78           $23.17           $11.19           $0.16           $0.16     

  2nd Quarter

       $44.00           $30.75           $26.70           $18.15           $0.20           $0.16     

  3rd Quarter

       $39.99           $28.44           $36.52           $26.25           $0.20           $0.16     

  4th Quarter

       $43.95           $38.34           $39.01           $31.32           $0.20           $0.16     

  Full Year

       $46.22           $28.44           $39.01           $11.19           $0.76           $0.64     

SHARE REPURCHASES

Dollar and share amounts in millions, except per share amounts

Following is a summary of our fourth quarter share repurchases:

 

   

Total Number

of Shares

(or Units)

Purchased

   

Average

Price Paid

Per Share

(or Unit)

   

Total Number of

Shares (or Units)

Purchased as Part of

Publicly Announced

Plans or Programs

   

Maximum Number (or  

Approximate Dollar Value)  

of Shares (or Units) that May  

Yet Be Purchased Under  

the Plans or Programs1  

 

November 2010

(October 31, 2010 to

November 27, 2010)

    0.1        $43.54        0.1        $467     

December 2010

(November 28, 2010 to

January 1, 2011)

    0.7        $42.24        0.7        $438     

January 2011

(January 2, 2011 to

January 29, 2011)

    0.6        $41.89        0.6        $411     

Total

    1.4        $42.12        1.4           

1In August 2010, our Board of Directors authorized a program to repurchase up to $500 of our outstanding common stock, through January 28, 2012. Through January 29, 2011, we repurchased 2.3 shares of our common stock under this program, for an aggregate purchase price of $89. The actual amount and timing of future share repurchases, if any, will be subject to market conditions and applicable Securities and Exchange Commission rules.

 

14


Table of Contents

STOCK PRICE PERFORMANCE

The following graph compares, for each of the last five fiscal years ending January 29, 2011, the cumulative total return of Nordstrom, Inc. common stock, Standard & Poor’s Retail Index and Standard & Poor’s 500 Index. The Retail Index is comprised of 31 retail companies, including Nordstrom, Inc., representing an industry group of the Standard & Poor’s 500 Index. The cumulative total return of Nordstrom, Inc. common stock assumes $100 invested on January 28, 2006 in Nordstrom, Inc. common stock and assumes reinvestment of dividends.

LOGO

 

  End of fiscal year      2005        2006        2007        2008        2009        2010    

  Nordstrom, Inc. common stock

       100           136           97           32           89           107     

  Standard & Poor’s Retail Index

       100           114           92           56           86           108     

  Standard & Poor’s 500 Index

       100           113           109           64           84           99     

 

Nordstrom, Inc. and subsidiaries     15   


Table of Contents

Item 6. Selected Financial Data.

Dollars in millions except per square foot and per share amounts

The following selected financial data are derived from the audited Consolidated Financial Statements and should be read in conjunction with Item 1A “Risk Factors,” Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the Consolidated Financial Statements and related notes included in Item 8 of this Annual Report on Form 10-K.

 

  Fiscal year    2010     2009     2008     20076     20067     

  Earnings Results

          

  Net sales

     $9,310        $8,258        $8,272        $8,828        $8,561     

  Credit card revenues

     390        369        301        252        105     

  Gross profit1

     3,413        2,930        2,855        3,302        3,207     

  Selling, general and administrative (“SG&A”) expenses:

          

  Retail

     (2,412     (2,109     (2,103     (2,161     (2,180)    

  Credit

     (273     (356     (274     (198     (92)    

  Earnings on investment in asset-backed securities, net2

                          18        109     

  Earnings before interest and income taxes (“EBIT”)

     1,118        834        779        1,247        1,149     

  Interest expense, net

     (127     (138     (131     (74     (43)    

  Earnings before income taxes (“EBT”)

     991        696        648        1,173        1,106     

  Net earnings

     613        441        401        715        678     

  Balance Sheet and Cash Flow Data

          

  Accounts receivable, net

     $2,026        $2,035        $1,942        $1,788        $684     

  Investment in asset-backed securities2

                                 428     

  Merchandise inventories

     977        898        900        956        997     

  Current assets

     4,824        4,054        3,217        3,361        2,742     

  Land, buildings and equipment, net

     2,318        2,242        2,221        1,983        1,757     

  Total assets

     7,462        6,579        5,661        5,600        4,822     

  Current liabilities

     1,879        2,014        1,601        1,635        1,433     

  Long-term debt, including current portion

     2,781        2,613        2,238        2,497        631     

  Shareholders’ equity

     2,021        1,572        1,210        1,115        2,169     

  Cash flow from operations

     1,177        1,251        848        312        1,142     

  Performance Metrics

          

  Same-store sales percentage increase (decrease)3

     8.1%        (4.2%     (9.0%     3.9%        7.5%     

  Gross profit % of net sales

     36.7%        35.5%        34.5%        37.4%        37.5%     

  Retail SG&A % of net sales

     25.9%        25.5%        25.4%        24.5%        25.5%     

  Total SG&A % of net sales

     28.8%        29.8%        28.7%        26.7%        26.5%     

  EBIT % of total revenues

     11.5%        9.7%        9.1%        13.7%        13.3%     

  EBT % of total revenues

     10.2%        8.1%        7.6%        12.9%        12.8%     

  Net earnings % of total revenues

     6.3%        5.1%        4.7%        7.9%        7.8%     

  Return on average shareholders’ equity

     34.1%        31.7%        34.5%        43.6%        31.8%     

  Sales per square foot4

     $397        $368        $388        $435        $423     

  Retail SG&A expense per square foot4

     $103        $94        $99        $106        $108     

  Inventory turnover rate5

     5.56        5.41        5.20        5.16        5.06     

  Per Share Information

          

  Earnings per diluted share

     $2.75        $2.01        $1.83        $2.88        $2.55     

  Dividends declared per share

     0.76        0.64        0.64        0.54        0.42     

  Book value per share

     9.27        7.22        5.62        5.05        8.43     

  Store Information (at year end)

          

  Nordstrom full-line stores

     115        112        109        101        98     

  Nordstrom Rack and other stores6

     89        72        60        55        57     

  International Façonnable boutiques6

                                 36     

  Total square footage

     23,838,000        22,773,000        21,876,000        20,502,000        20,170,000     

1Gross profit is calculated as net sales less cost of sales and related buying and occupancy costs (for all segments).

2On May 1, 2007, we combined our Nordstrom private label credit card and Nordstrom VISA credit card programs into one securitization program. At that time the Nordstrom VISA credit card receivables were brought on-balance sheet.

3Same-store sales include sales from stores that have been open at least one full year at the beginning of the year and sales from our online store.

4Sales per square foot and Retail SG&A expense per square foot are calculated as net sales and Retail SG&A expense, respectively, divided by weighted average square footage. Weighted average square footage includes a percentage of year-end square footage for new stores equal to the percentage of the year during which they were open.

5Inventory turnover rate is calculated as annual cost of sales and related buying and occupancy costs (for all segments) divided by 4-quarter average inventory.

6During the third quarter of 2007, we completed the sale of our Façonnable business and realized a gain on sale of $34 ($21, net of tax). Results of operations for fiscal year 2007 include the international Façonnable boutiques through August 31, 2007 and the domestic Façonnable boutiques through October 31, 2007. Prior to the sale, the domestic Façonnable boutiques were included in “Nordstrom Rack and other stores.”

7Fiscal year 2006 includes an extra week (the 53rd week) as a result of our 4-5-4 retail reporting calendar. The 53rd week is not included in our calculation of same-store sales.

 

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Dollar, share and square footage amounts in millions except percentages, per share and per square foot amounts

OVERVIEW

Nordstrom is a fashion specialty retailer offering high-quality apparel, shoes, cosmetics and accessories for women, men and children. We offer a wide selection of brand name and private label merchandise through various channels: our ‘Nordstrom’ branded full-line stores and website, our off-price ‘Nordstrom Rack’ stores and our ‘Jeffrey’ boutiques. Our stores are located throughout the United States. In addition, we offer our customers a variety of payment products and services, including credit and debit cards with an associated loyalty program.

We started to experience positive momentum in our business in the second half of 2009, which continued throughout 2010, allowing us to achieve record sales and inventory turnover and increased gross profit. This reflected our ongoing efforts in multi-channel execution, merchandising and inventory management, combined with store expansion and other growth initiatives and, most important, improving customer service. We strive to provide an outstanding customer experience, regardless of channel, with a balanced offering of compelling new fashion and a high level of service. Our multi-channel capabilities allow us to better serve our customers by offering greater access to our inventory and making it easier for them to shop with us however and whenever they choose. We are continuing to invest in these capabilities as part of our commitment to provide a superior shopping experience.

Our strong financial position has enabled us to continue to invest in our business during the economic downturn through store growth and remodels, technology, merchandising systems and other opportunities. During 2010, we opened three Nordstrom full-line stores and seventeen Nordstrom Rack stores, and relocated one Nordstrom full-line store and one Nordstrom Rack store. Overall, our new stores are delivering a high return on investment while allowing us to expand our presence in top retail markets across the country. In 2011, we plan to open three Nordstrom full-line stores and seventeen Nordstrom Rack stores, and to relocate two Nordstrom Rack stores. We are also working to improve the customer experience by investing in areas such as mobile shopping and sales floor tools, social media and updated merchandise allocation and assortment systems in order to evolve with our customers’ changing needs and expectations.

Our credit business began to recover during 2010 as economic conditions improved. Customer payment rates have returned to pre-recession levels, resulting in improved delinquency and write-off trends, while our credit and debit card volumes have increased. We continue to open accounts with high credit quality.

In February 2011, we reached an agreement to acquire HauteLook, Inc., a leader in the online private sale marketplace. This acquisition, which we expect to close during the first quarter of 2011, will enable us to participate in this fast-growing channel and provide a platform that can lead to greater innovation and speed in the way we serve customers in all channels.

We begin 2011 in a strong position and are gaining market share in a competitive retail industry. Our customer-driven model enables us to adapt quickly to the changing consumer environment. We continue to operate under a solid financial framework focused on creating a superior shopping experience for our customers and producing high returns for our shareholders.

RESULTS OF OPERATIONS

Our reportable segments are Retail and Credit. Our Retail segment includes our Nordstrom branded full-line stores and online store, and our Nordstrom Rack and Jeffrey stores. For purposes of discussion and analysis of our results of operations, we combine our Retail segment results with revenues and expenses in the “Corporate/Other” column of our segment reporting footnote (collectively, the “Retail Business”). We analyze our results of operations through earnings before interest and income taxes for our Retail Business and Credit, while interest expense, income taxes and net earnings are discussed on a total company basis.

 

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Retail Business

Summary

The following table summarizes the results of our Retail Business for the fiscal years ended January 29, 2011, January 30, 2010 and January 31, 2009:

 

  Fiscal year

         2010     2009     2008  
               Amount    

% of net  

sales  

        Amount    

% of net  

sales  

        Amount    

% of net  

sales  

 
                            

  Net sales

           $9,310         100.0%          $8,258         100.0%          $8,272         100.0%     

  Cost of sales and related buying and occupancy costs

       (5,831)        (62.6%)             (5,273)        (63.9%)             (5,367)        (64.9%)    
                            

  Gross profit

       3,479         37.4%          2,985         36.1%          2,905         35.1%     

  Other revenues

       –           N/A          (1)        N/A          (1)        N/A     

  Selling, general and administrative expenses

       (2,412)        (25.9%)         (2,109)        (25.5%)         (2,103)        (25.4%)    
                            

  Earnings before interest and income taxes

       1,067         11.5%          875         10.6%          801         9.7%     
                            

Retail Business Net Sales

 

  Fiscal year    2010          20091          20081    

  Net sales by channel:

            

Nordstrom full-line stores

     $6,995             $6,360             $6,630     

Direct

     705             563             501     

Nordstrom

     7,700             6,923             7,131     

Nordstrom Rack and other

     1,720             1,440             1,241     

Total Retail segment sales

     9,420             8,363             8,372     

Corporate/Other

     (110)            (105)            (100)    

  Total

     $9,310             $8,258             $8,272     

  Net sales increase (decrease)

     12.7%             (0.2%)            (6.3%)    

  Same-store sales increase (decrease) by channel:

            

Nordstrom full-line stores

     7.9%             (7.2%)            (12.4%)    

Direct

     25.1%             14.5%             8.4%     

Nordstrom

     9.3%             (5.0%)            (10.6%)    

Nordstrom Rack and other

     0.7%             2.5%             3.1%     

  Total

     8.1%             (4.2%)            (9.0%)    

  Sales per square foot

     $397             $368             $388     

  Percentage of net sales by merchandise category:

            

Women’s apparel

     34%             34%             34%     

Shoes

     23%             22%             21%     

Men’s apparel

     15%             15%             16%     

Women’s accessories

     12%             12%             12%     

Cosmetics

     10%             11%             11%     

Children’s apparel

     3%             3%             3%     

Other

     3%             3%             3%     

  Total

     100%             100%             100%     

1Prior to February 2010, merchandise purchased from our online store that was later returned to our Nordstrom full-line stores was reported as a deduction from Nordstrom full-line store sales. Beginning in February 2010, we now deduct these returns from Direct sales instead of from Nordstrom full-line store sales in order to better align sales and sales returns within each channel. For purposes of comparison, 2009 and 2008 net sales results for both Nordstrom full-line stores and Direct have been revised to reflect this realignment of returns. This realignment of sales returns between channels had no effect on total Retail segment sales.

NET SALES – 2010 VS 2009

Net sales for 2010 increased 12.7% compared with 2009. During the year, we opened three Nordstrom full-line stores, relocated one Nordstrom full-line store, opened seventeen Nordstrom Rack stores and relocated one Nordstrom Rack store. These stores represented 3.3% of our total net sales for 2010, and increased our gross square footage by 4.7%. Same-store sales increased 8.1%, with increases of 9.3% at Nordstrom and 0.7% at Nordstrom Rack.

 

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Nordstrom net sales were $7,700, up 11.2% compared with 2009, with same-store sales up 9.3%. The number of sales transactions increased in 2010 compared with 2009, while the average selling price of Nordstrom merchandise was approximately flat. Category highlights included jewelry, shoes and dresses. The Midwest and South were the top-performing geographic regions for 2010. Our sales growth was due in large part to the success of our merchandising, inventory management and multi-channel initiatives. In the fall of 2009, we updated our inventory platform to allow for shared inventory across all of our Nordstrom full-line stores and our website, allowing us to fulfill online orders from any full-line store or from our fulfillment center. These enhancements increased sales and led to significant improvements in our sell-through and inventory turnover rates beginning in the second half of 2009 and continuing throughout 2010.

Nordstrom Rack net sales were $1,720, up 19.5% compared with 2009, while same-store sales increased 0.7% for the year. Cosmetics and shoes were the strongest performing categories for the year. The number of sales transactions increased in 2010 compared with 2009, partially offset by declines in the average selling price of Nordstrom Rack merchandise.

NET SALES – 2009 VS 2008

Net sales for 2009 were approximately flat compared with 2008. During 2009, we opened three Nordstrom full-line stores and thirteen Nordstrom Rack stores. These stores represented 2.6% of our total net sales for 2009, and increased our gross square footage by 4.1% during 2009. Same-store sales decreased 4.2%, with a decrease of 5.0% at Nordstrom, partially offset by an increase of 2.5% at Nordstrom Rack.

Nordstrom net sales were $6,923, down 2.9% compared with 2008, with same-store sales down 5.0%. Although the number of sales transactions increased compared with 2008, the average selling price of our Nordstrom merchandise decreased. During 2009, we made continued progress on our multi-channel strategy, providing our customers with easier access to more of our merchandise. These enhancements led to increased sales in the second half of the year. Category highlights included women’s shoes, dresses and jewelry. The South and Mid-Atlantic were the top-performing geographic regions for 2009.

Nordstrom Rack net sales were $1,440, up 16.0% compared with 2008, with same-store sales up 2.5%. The shoes and women’s apparel categories led the positive performance for the year. In 2009, both the average selling price of Nordstrom Rack merchandise and the number of sales transactions increased compared with 2008.

Retail Business Gross Profit

 

  Fiscal year      2010        2009        2008    

  Gross profit1

       $3,479           $2,985           $2,905     

  Gross profit rate2

       37.4%           36.1%           35.1%     

  Inventory turnover rate3

       5.56           5.41           5.20     

1Gross profit is calculated as net sales less Retail Business cost of sales and related buying and occupancy costs. Retailers do not uniformly record the costs of buying and occupancy and supply chain operations (freight, purchasing, receiving, distribution, etc.) between gross profit and selling, general and administrative expense. As such, our gross profit and selling, general and administrative expenses and rates may not be comparable to other retailers’ expenses and rates.

2Gross profit rate is calculated as gross profit divided by net sales.

3Inventory turnover rate is calculated as annual cost of sales and related buying and occupancy costs (for all segments) divided by 4-quarter average inventory.

GROSS PROFIT – 2010 VS 2009

Retail gross profit increased $494 in 2010 compared with 2009 primarily due to higher sales and merchandise margin, partially offset by increases in occupancy costs for new Nordstrom full-line and Nordstrom Rack stores opened during both 2010 and 2009. Our gross profit rate improved 123 basis points compared with 2009 primarily due to improvement in our merchandise margin, as well as leveraging buying and occupancy costs on higher net sales. As a result of our merchandising and multi-channel capabilities, we achieved increases in regular-priced selling along with a higher inventory turnover rate. Our merchandising efforts enabled us to manage inventory levels consistent with sales trends and maintain fresh flow of merchandise into our stores.

GROSS PROFIT – 2009 VS 2008

Retail gross profit in 2009 increased $80 from 2008 while our gross profit rate improved 101 basis points. The improvement in 2009 was driven by improvement in our merchandise margin, particularly in the second half of the year. The latter half of 2008 was highly promotional among retailers, meaning many competitors took steep markdowns and/or offered special events or incentives to attract customers, as sales declined. We were able to be less promotional and reduce markdowns during 2009, particularly during the second half of the year, by aligning inventory with sales trends and improving our inventory turnover rate. The improvement in our merchandise margin was offset by an increase in our buying and occupancy costs primarily driven by performance-related incentives that were a result of strong company performance relative to our plans for 2009.

 

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Retail Business Selling, General and Administrative Expenses

 

  Fiscal year      2010        2009        2008    

  Selling, general and administrative expenses

       $2,412           $2,109           $2,103     

  Selling, general and administrative rate1

       25.9%           25.5%           25.4%     

  Selling, general and administrative expense per square foot

       $103           $94           $99     

1Selling, general and administrative rate is calculated as selling, general and administrative expenses for our Retail Business as a percentage of net sales.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES – 2010 VS 2009

Our Retail selling, general and administrative expenses (“Retail SG&A”) increased $303 in 2010 compared with 2009. The majority of the increase in expense dollars was due to higher sales volume and expenses for new stores. Our Retail SG&A rate increased 38 basis points for 2010 compared with 2009. The increase was in part due to planned increases in marketing and technology expenses as we continue to reinvest in the business and expand our capabilities in areas such as online marketing and social media. The increased Retail SG&A rate also reflects higher fulfillment costs as we shipped more items to our customers due to the shared inventory platform between our online and full-line stores.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES – 2009 VS 2008

Our Retail SG&A increased $6 due to increased performance-related incentives, partially offset by lower variable expenses in conjunction with lower sales volume and cost savings resulting from our focus on controlling our fixed costs.

 

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Credit Segment

The Nordstrom credit and debit card products are designed to strengthen customer relationships and grow retail sales by providing valuable services, loyalty benefits and payment products. We believe that owning all aspects of our credit business allows us to fully integrate our rewards program with our retail stores and provide better service to our customers, thus deepening our relationship with them and driving greater customer loyalty. Our Nordstrom private label credit and debit cards can be used only in Nordstrom stores and on our website (“inside volume”), while our Nordstrom VISA cards also may be used for purchases outside of Nordstrom (“outside volume”). Cardholders participate in the Nordstrom Fashion Rewards® program, through which they accumulate points based on their level of spending (generally two points per dollar spent at Nordstrom and one point per dollar spent outside of Nordstrom). Upon reaching two thousand points, customers receive twenty dollars in Nordstrom Notes®, which can be redeemed for goods or services in our stores or online. As customers increase their level of spending they receive additional benefits, including rewards such as complimentary shipping, early access to sale events and unique fashion and shopping events. Our cardholders tend to visit our stores more frequently and spend more with us than non-cardholders. We believe the Fashion Rewards program helps drive sales in our Retail segment.

The table below provides a detailed view of the operational results of our Credit segment, consistent with the segment disclosure provided in the Notes to Consolidated Financial Statements. In order to better reflect the economic contribution of our credit and debit card program, intercompany merchant fees are also included in the table below. Intercompany merchant fees represent the estimated intercompany income of our Credit segment from the usage of our cards in the Retail segment. To encourage the use of Nordstrom cards in our stores, the Credit segment does not charge the Retail segment an intercompany interchange merchant fee. On a consolidated basis, we avoid costs that would be incurred if our customers used third-party cards.

Interest expense is assigned to the Credit segment in proportion to the amount of estimated capital needed to fund our credit card receivables, which assumes a mix of 80% debt and 20% equity. The average credit card receivable investment metric included in the following table represents our best estimate of the amount of capital for our Credit segment that is financed by equity. Based on our research, debt as a percentage of credit card receivables for other credit card companies ranges from 70% to 90%. We believe that debt equal to 80% of our credit card receivables is appropriate given our overall capital structure goals.

 

  Fiscal year           2010             2009             2008  
             Amount     % of credit  
card  
receivables  
            Amount     % of credit  
card  
receivables  
            Amount     % of credit  
card  
receivables  
 

  Finance charge revenue

        $266        12.7%              $264        12.6%              $215        11.3%     

  Interchange – third party

        76        3.7%              71        3.4%              69        3.6%     

  Late fees and other revenue

        48        2.3%              35        1.7%              18        0.9%     

  Total credit card revenues

        390        18.7%              370        17.6%              302        15.8%     

  Interest expense

        (21     (1.0%)             (41     (2.0%)             (50     (2.6%)    

  Net credit card income

        369        17.7%              329        15.7%              252        13.2%     

  Cost of sales and related buying and occupancy costs – loyalty program

        (66     (3.2%)             (55     (2.6%)             (50     (2.7%)    

  Selling, general and administrative expenses

        (273     (13.1%)             (356     (17.0%)             (274     (14.3%)    

  Total expense

        (339     (16.3%)             (411     (19.6%)             (324     (17.0%)    

  Credit segment earnings (loss) before income taxes, as presented in segment disclosure

        30        1.4%              (82     (3.9%)             (72     (3.8%)    

  Intercompany merchant fees

        58        2.8%              50        2.4%              48        2.5%     

  Credit segment contribution (loss), before income taxes

        $88        4.2%              $(32     (1.5%)             $(24     (1.3%)    

  Credit and debit card volume:

                       

  Outside

        $3,838              $3,603              $3,576     

  Inside

        2,953              2,521              2,423     

  Total volume

        $6,791              $6,124              $5,999     

  Average credit card receivables

        $2,088              $2,099              $1,911     

  Average credit card receivable investment (assuming 80% of accounts receivable is funded with debt)

        $418              $420              $382     

  Credit segment contribution (loss), net of tax, as a percentage of average credit card receivable investment

        12.8%              (4.7%           (3.9%  

 

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Credit Card Revenues

Credit card revenues include finance charges, interchange fees, late fees and other fees. Finance charges represent interest earned on unpaid balances while late fees are assessed when cardholders pay less than their minimum balance by the payment due date. Interchange fees are earned from the use of Nordstrom VISA credit cards at merchants outside of Nordstrom.

CREDIT CARD REVENUES – 2010 VS 2009

Credit card revenues increased $20 in 2010 compared with 2009 primarily due to higher late fees, particularly in the first half of the year. As the year progressed, improving economic conditions led to an increase in general consumer spending, improved payment rates, lower revolving balances and reduced delinquencies. Our average credit card receivable balance in 2010 was $2,088, a decrease of $11, or 0.5%, from 2009.

Slightly higher average annual percentage rates, partially offset by lower revolving balances from improvements in customer payment rates, resulted in a small increase in finance charges to $266, or 12.7% of average credit card receivables in 2010 compared with $264, or 12.6% of average credit card receivables in 2009. Increased use of our Nordstrom VISA credit cards at third parties resulted in an increase in interchange revenue to $76, or 3.7% of average credit card receivables in 2010 compared with $71, or 3.4% of average credit card receivables in 2009. Delinquencies increased during the first half of 2010 compared with the first half of 2009. Additionally, legal and regulatory changes in 2009 and 2010 affected our pricing and billing terms. Taken together, these factors resulted in an increase in late fees and other revenue to $48, or 2.3% of average credit card receivables in 2010 compared with $35, or 1.7% of average receivables in 2009.

CREDIT CARD REVENUES – 2009 VS 2008

Credit card revenues increased to $370 in 2009 compared with $302 in 2008 due primarily to higher finance charges and late fees. Worsening economic conditions led to a decline in general consumer spending, reduced payment rates, increased revolving balances and increased delinquencies. Our average credit card receivable balance in 2009 was $2,099, an increase of $188, or 9.8%, over 2008.

Increased revolving balances, combined with an increase in our annual percentage rate terms implemented in the fourth quarter of 2008, resulted in an increase in finance charges to $264, or 12.6% of average credit card receivables in 2009. This compared with $215, or 11.3% of average credit card receivables in 2008. Increased delinquencies resulted in an increase in late fees and other revenue to $35, or 1.7% of average credit card receivables in 2009, compared with $18, or 0.9% of average credit card receivables in 2008.

Credit Segment Interest Expense

Interest expense decreased to $21 in 2010 from $41 in 2009 and $50 in 2008. These year-over-year decreases were due to lower interest rates.

Credit Segment Cost of Sales and Related Buying and Occupancy Costs

Cost of sales and related buying and occupancy costs, which includes the estimated cost of Nordstrom Notes that will be issued and redeemed under our Fashion Rewards program, increased to $66 in 2010 compared with $55 in 2009 and $50 in 2008. The increases were due to a higher number of Fashion Rewards customers, larger average spend per customer, increased inside volume and increased utilization of program benefits. We provide these benefits to our customers as participation in the Fashion Rewards program generates enhanced customer loyalty and incremental sales in our stores.

Credit Segment Selling, General and Administrative Expenses

Selling, general and administrative expenses for our Credit segment (“Credit SG&A”) are made up of operational and marketing expenses, and bad debt. These expenses are summarized in the following table:

 

  Fiscal year      2010        2009        2008  

  Operational and marketing expenses

     $ 124         $ 105         $ 101   

  Bad debt expense

       149           251           173   

  Total selling, general and administrative expenses

     $ 273         $ 356         $ 274   

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES – 2010 VS 2009

Total Credit SG&A decreased $83 in 2010 compared with 2009, due primarily to lower bad debt expense, partially offset by increases in operational and marketing expenses. The decrease in bad debt expense reflects continued improvement in our credit trends which are further discussed below. Operational and marketing expenses are incurred to support and service our credit and debit card products and the related rewards programs. The increase in these expenses in 2010 was primarily driven by increased information technology expenses, higher collection agency fees from increased recovery efforts and expenses related to our Fashion Rewards program.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES – 2009 VS 2008

Total Credit SG&A increased $82 in 2009 compared with 2008 due primarily to increased bad debt expense. The increase in bad debt expense reflects higher write-offs due to consumer credit trends which are further discussed below.

 

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Allowance for Credit Losses and Credit Trends

The following table illustrates activity in the allowance for credit losses for the past three fiscal years:

 

  Fiscal year      2010        2009        2008  

  Allowance at beginning of year

       $190           $138           $73     

  Bad debt provision

       149           251           173     

  Write-offs

       (211        (209        (116)    

  Recoveries

       17           10           8     

  Allowance at end of year

       $145           $190           $138     

  30+ days delinquent as a percentage of ending credit card receivables

       3.0%           5.3%           3.7%     

  Net write-offs as a percentage of average credit card receivables

       9.2%           9.5%           5.6%     

  Allowance as a percentage of ending credit card receivables

       6.9%           8.8%           6.8%     

CREDIT TRENDS – 2010 VS 2009

During 2010, our delinquency and net write-off results improved. Write-offs were higher during the first half of 2010, reflecting accounts that became delinquent during the second half of 2009. By the fourth quarter of 2010, net write-offs were $39, or 7.2% of average credit card receivables compared with $56, or 10.5% of average credit card receivables in the fourth quarter of 2009. As a result of the continued improvements in our delinquency and write-off results, including in California, we reduced our allowance for credit losses by $45 during 2010, from $190 to $145.

CREDIT TRENDS – 2009 VS 2008

Delinquency rates and write-offs ran at elevated levels throughout 2009 as a result of economic conditions, including rising unemployment. California experienced particular weakness relative to our other geographic regions and accounted for approximately 50% of our write-offs. In light of the economic environment and based on our delinquency and write-off trends, we increased our allowance for credit losses by $52, from $138 to $190 in 2009.

CREDIT QUALITY

The quality of our credit card receivables at any time reflects, among other factors, general economic conditions, the creditworthiness of our cardholders and the success of our account management and collection activities. In general, credit quality tends to decline, and the risk of credit losses tends to increase, during periods of deteriorating economic conditions. Through our underwriting and risk management standards and practices, we seek to maintain a high quality cardholder portfolio, thereby mitigating our exposure to credit losses. As of January 29, 2011, 76.2% of our credit card receivables were from cardholders with FICO scores of 660 or above (generally considered “prime” according to industry standards) compared with 71.2% as of January 30, 2010.

Recent Regulatory Changes

In May 2009, the Credit Card Accountability Responsibility and Disclosure Act of 2009 (the “Credit CARD Act”) was passed, resulting in new restrictions on credit card pricing, finance charges and fees, customer billing practices and payment application. These rules required us to make changes to our credit card business practices and systems. We have completed and implemented the necessary changes and new procedures to enable compliance with those rules that are currently effective, and we expect more regulations and interpretations of the new rules to emerge. Depending on the nature and extent of the full impact from these rules, and any interpretations or additional rules, the practices, revenues and profitability of our Credit segment could be adversely affected.

In addition, on July 21, 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act was enacted. This law significantly restructures regulatory oversight and other aspects of the financial industry. It creates a new federal agency to supervise and enforce consumer lending laws and regulations and expands state authority over consumer lending. Numerous regulations will be issued within the next year to implement the requirements of this Act. The final regulatory details remain highly uncertain at this time. Depending on the nature and extent of these regulations, and the enforcement approach of regulators under the new law, there could be an adverse impact to our Credit segment.

 

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Total Company Results

Interest Expense, Net

 

  Fiscal year      2010             2009             2008   

  Interest on long-term debt and short-term borrowings

     $ 133           $ 148           $ 145    

  Less:

                  

Interest income

       (1          (3          (3)   

Capitalized interest

       (5            (7            (11)   

  Interest expense, net

     $ 127             $ 138             $ 131    

INTEREST EXPENSE, NET – 2010 VS 2009

Interest expense, net decreased $11 in 2010 compared with 2009 due to lower interest rates, partially offset by higher debt balances.

INTEREST EXPENSE, NET – 2009 VS 2008

Interest expense, net increased $7 in 2009 compared with 2008 due to higher average debt levels resulting from the $400 debt offering in the second quarter of 2009, partially offset by the $250 senior notes which matured in January 2009 and the impact of declining variable interest rates.

Income Tax Expense

 

  Fiscal year      2010        2009        2008    

  Income tax expense

       $378           $255           $247     

  Effective tax rate

       38.2%           36.6%           38.1%     

The following table illustrates the components of our effective tax rate for 2010, 2009 and 2008:

 

  Fiscal year      2010        2009        2008    

  Statutory rate

       35.0%           35.0%           35.0%     

  State and local income taxes, net of federal income taxes

       3.4           3.5           3.4     

  Deferred tax adjustment

                 (1.8        (3.2)    

  Permanent differences

       (0.2        (0.6        2.0     

  Other, net

                 0.5           0.9     

  Effective tax rate

       38.2%           36.6%           38.1%     

INCOME TAX EXPENSE – 2010 VS 2009

The increase in the effective tax rate for 2010 compared with 2009 was primarily due to the impact of a non-recurring benefit of approximately $12 from a deferred tax adjustment during the first quarter of 2009 related to the closure of our 2007 federal tax return audit.

INCOME TAX EXPENSE – 2009 VS 2008

In 2009 and 2008, our effective tax rate was impacted by adjustments related to our deferred tax assets primarily driven by the closure of several tax years under audit, as well as permanent items related to investment valuation.

 

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Fourth Quarter Results

 

  Quarter ended   January 29, 2011     January 30, 2010  

  Net sales

    $2,816        $2,539   

  Credit card revenues

    100        101   

  Gross profit

    1,058        946   

  Selling, general and administrative (“SG&A”) expenses:

   

  Retail

    (697     (631

  Credit

    (55     (106

  Net earnings

    232        172   

  Earnings per diluted share

    $1.04        $0.77   

  % of net sales:

   

  Gross profit

    37.6%        37.3%   

  Retail SG&A

    24.8%        24.9%   

Our fourth quarter performance reflected continued improvement in our sales and gross margin trends throughout the year. Net earnings for the fourth quarter of 2010 were $232, or $1.04 per diluted share compared with $172, or $0.77 per diluted share in 2009.

NET SALES

Total sales for the quarter increased 10.9% to $2,816. During the quarter, we opened one Nordstrom Rack store. Same-store sales increased 6.7%, with increases of 7.2% at Nordstrom and 3.9% at Nordstrom Rack.

Nordstrom same-store sales increased 7.2% for the quarter. Both the number of sales transactions and the average selling price of our merchandise increased for the quarter ended January 29, 2011 compared with the same period last year. Category highlights for the quarter were jewelry, dresses and shoes. The South and Midwest were the top-performing geographic regions relative to the fourth quarter of 2009. We continued to drive sales growth through customer service, our merchandise offering and multi-channel capabilities.

Nordstrom Rack net sales increased $93, or 24.1% for the quarter. Nordstrom Rack same-store sales increased 3.9% for the fourth quarter of 2010 compared with the fourth quarter of 2009. The increase in part reflects a promotional event that occurred during the quarter. The number of sales transactions increased for the quarter, partially offset by decreases in the average selling price of Rack merchandise. Cosmetics, accessories and shoes were the leading categories for Nordstrom Rack.

GROSS PROFIT

Our gross profit rate increased 34 basis points to 37.6% from 37.3% last year. The improvement was mainly driven by our ability to leverage buying and occupancy expenses during the quarter as well as a slight improvement in merchandise margin. As a result of our merchandising and multi-channel capabilities, we achieved increases in regular priced selling and in our inventory turnover rate. We ended the quarter with inventory per square foot up 3.8% on a 6.0% increase in sales per square foot compared with the fourth quarter of 2009.

SELLING, GENERAL & ADMINISTRATIVE EXPENSES

Selling, general and administrative expenses for our Retail Business increased $66 compared with last year’s fourth quarter. The increase was largely driven by higher sales volume, and by expenses for the three Nordstrom stores and seventeen Nordstrom Rack stores opened since the fourth quarter of 2009. Our Retail SG&A rate decreased approximately 10 basis points primarily due to the timing of performance-related expenses, partially offset by higher overhead expenses related to technology and marketing as we continued to invest in improving the customer experience.

In the fourth quarter, selling, general and administrative expenses for our Credit segment were $55, down from $106 in 2009. The decrease was primarily driven by lower bad debt expense resulting from continued improvements in our credit trends.

For further information on our quarterly results in 2010 and 2009, refer to Note 15 in the Notes to Consolidated Financial Statements in Item 8.

 

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2011 Outlook

Our expectations for 2011, excluding the impact of our HauteLook acquisition, are as follows:

 

  Same-store sales   2 to 4 percent increase
  Credit card revenues   $0 to $10 increase
  Gross profit rate1   10 basis point decrease to 10 basis point increase

  Selling, general and administrative (“SG&A”)
expenses:

 

Retail

  $120 to $160 increase

Credit

  $0 to $10 decrease
  Selling, general and administrative expense rate2   45 to 65 basis point decrease
  Interest expense, net   $0 to $5 decrease
  Effective tax rate   39.0 percent
  Earnings per diluted share   $2.95 to $3.10
  Diluted shares outstanding   223.3

1Includes both our Retail gross profit and the cost of our loyalty program, which is recorded in our Credit segment, as a percentage of net sales.

2Selling, general and administrative rate is calculated as SG&A expense for the total company as a percentage of net sales.

We plan to open three Nordstrom full-line stores and seventeen Nordstrom Rack stores and relocate two Nordstrom Rack stores during 2011. This will increase our retail square footage by approximately 4.3%.

We expect our gross profit rate to remain approximately flat in 2011, after the significant improvement experienced in 2010.

The majority of the increase in our Retail SG&A expenses relates to our expectations for increased variable expenses consistent with the planned increase in sales, to additional expenses from stores opened during 2010 and 2011, and to strengthening our capabilities to enable continued improvement in the customer experience.

For our Credit segment, we expect a slight increase in credit card revenues as a result of increased volume, offset by higher payment rates. We expect Credit SG&A expenses to be flat to down slightly when compared with 2010 results, which included $45 of reductions in our allowance for credit losses.

Interest expense, net is anticipated to be flat to down slightly due primarily to lower borrowing facility fees.

 

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Return on Invested Capital (ROIC) (Non-GAAP financial measure)

We define Return on Invested Capital (ROIC) as follows:

 

    ROIC =   

Net Operating Profit After Taxes (NOPAT)

    
     Average Invested Capital   

We believe that ROIC is a useful financial measure for investors in evaluating our operating performance. When analyzed in conjunction with our net earnings and total assets and compared to return on assets (net earnings divided by average total assets), it provides investors with a useful tool to evaluate our ongoing operations and our management of assets from period to period. ROIC is one of our key financial metrics, and we also incorporate it into our executive incentive measures. We believe that overall performance as measured by ROIC correlates directly to shareholders’ return over the long term. For the 12 fiscal months ended January 29, 2011, our ROIC increased to 13.6% compared with 12.1% for the 12 fiscal months ended January 30, 2010. ROIC is not a measure of financial performance under GAAP, should not be considered a substitute for return on assets, net earnings or total assets as determined in accordance with GAAP, and may not be comparable with similarly titled measures reported by other companies. The closest measure calculated using GAAP amounts is return on assets, which increased to 8.6% from 7.1% for the 12 fiscal months ended January 29, 2011, compared with the 12 fiscal months ended January 30, 2010. The following is a comparison of return on assets to ROIC:

 

     12 fiscal months ended  
      January 29, 2011     January 30, 2010  

  Net earnings

     $613        $441   

  Add: income tax expense

     378        255   

  Add: interest expense

     128        138   

  Earnings before interest and income tax expense

     1,119        834   

  Add: rent expense

     62        43   

  Less: estimated depreciation on capitalized operating leases1

     (32     (23

  Net operating profit

     1,149        854   

  Estimated income tax expense2

     (439     (313

  Net operating profit after tax (NOPAT)

     $710        $541   

  Average total assets3

     $7,091        $6,197   

  Less: average non-interest-bearing current liabilities4

     (1,796     (1,562

  Less: average deferred property incentives3

     (487     (462

  Add: average estimated asset base of capitalized operating leases5

     425        311   

  Average invested capital

     $5,233        $4,484   

  Return on assets

     8.6%        7.1%   

  ROIC

     13.6%        12.1%   

1Capitalized operating leases is our best estimate of the asset base we would record for our operating leases as if we had classified them as capital or purchased the property. Asset base is calculated as described in footnote 5 below.

2Based upon our effective tax rate multiplied by the net operating profit for the 12 fiscal months ended January 29, 2011 and January 30, 2010.

3Based upon the trailing 12-month average.

4Based upon the trailing 12-month average for accounts payable, accrued salaries, wages and related benefits, and other current liabilities.

5Based upon the trailing 12-month average of the monthly asset base, which is calculated as the trailing 12-months rent expense multiplied by 8.

Our ROIC increased compared with the prior year primarily due to an increase in our earnings before interest and income taxes. This was partly offset by an increase in our average invested capital, attributable primarily to growth in cash and cash equivalents.

 

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LIQUIDITY AND CAPITAL RESOURCES

We maintain a level of liquidity sufficient to allow us to cover our seasonal cash needs and to maintain appropriate levels of short-term borrowings. We believe that our operating cash flows and available credit facilities are sufficient to finance our cash requirements for the next 12 months and beyond.

Over the long term, we manage our cash and capital structure to maximize shareholder return, maintain our solid financial position and allow flexibility for strategic initiatives. We regularly assess our debt and leverage levels, capital expenditure requirements, debt service payments, dividend payouts, potential share repurchases and other future investments. We believe our existing cash on-hand, operating cash flows, available credit facilities and potential future borrowings will be sufficient to fund these scheduled future payments and potential long-term initiatives.

Operating Activities

Net cash provided by operating activities was $1,177 in 2010 and $1,251 in 2009. The majority of our operating cash inflows are derived from sales. We also receive cash payments for property incentives from developers. Our operating cash outflows generally consist of payments to our merchandise vendors (net of vendor allowances), payments to our employees for wages, salaries and other employee benefits and payments to our landlords for rent. Operating cash outflows also include payments for income taxes and interest payments on our short- and long-term borrowings.

The decrease in cash provided by operating activities in 2010 compared with 2009 was due primarily to working capital initiatives undertaken in 2009, which resulted in increased cash generated from operating activities in that year. Additionally, in 2010, we made higher payments for performance-related incentives and income taxes compared with 2009, relating to the improved earnings performance we experienced in 2009 as compared with 2008.

In 2011, we expect our operating cash flows to increase as a result of higher sales and earnings.

Investing Activities

Net cash used in investing activities was $462 in 2010 and $541 in 2009. Our investing cash flows primarily consist of capital expenditures and changes in credit card receivables associated with cardholder purchases outside of Nordstrom using our Nordstrom VISA credit cards.

CAPITAL EXPENDITURES

Our capital expenditures over the last three years totaled $1,322, with $399 in 2010, $360 in 2009 and $563 in 2008. Capital expenditures included investments in new stores and relocations, remodels and information technology improvements.

Capital expenditures increased in 2010 compared with 2009 due to greater store remodel activity and the timing of expenditures incurred for new stores. The following table summarizes our store count and square footage activity for the past three fiscal years:

 

       Store count        Square footage  
  Fiscal year          2010        2009        2008             2010        2009        2008   
                       

  Total, beginning of period

       184           169           156            22.8           21.9           20.5    

  Store openings:

                             

  Nordstrom full-line stores

       3           3                     0.4           0.5           1.2    

  Nordstrom Rack and other stores

       17           13                     0.6           0.4           0.2    

  Closed stores

                 (1        (1)                               –    
                       

  Total, end of period

       204           184           169            23.8           22.8           21.9    
                       

Additionally, we relocated one Nordstrom full-line store and one Nordstrom Rack store in 2010, compared with one Nordstrom full-line store in 2009. Our 2010 store openings and relocations increased our gross square footage by 4.7%.

To date in 2011, we have opened three Nordstrom Rack stores. During the remainder of 2011, we anticipate opening three Nordstrom full-line stores and fourteen additional Nordstrom Rack stores, as well as relocating two Nordstrom Rack stores. This will increase our gross square footage by approximately 4.3%.

 

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We received property incentives from our developers of $95 in 2010, $96 in 2009 and $119 in 2008. These incentives are included in our cash provided by operations in our consolidated statements of cash flows. However, operationally we view these as an offset to our capital expenditures. Our capital expenditure percentages, net of property incentives, for the last three years by category are summarized as follows:

 

  Fiscal year      2010        2009        2008    

  Category and expenditure percentage:

              

  New store openings, relocations and remodels

       67%           74%           85%     

  Information technology

       15%           13%           8%     

  Other

       18%           13%           7%     

  Total

       100%           100%           100%     

Other capital expenditures consist of ongoing improvements to our stores in the ordinary course of business and expenditures related to various growth initiatives.

We expect that our capital expenditures, net of property incentives, will be approximately $2,200 over the next five years, with approximately $400 to $440 in 2011. Over these five years, we expect that approximately 72% of our net capital expenditures will be for new store openings, relocations and remodels; 15% for information technology; and 13% for other projects. Our current five-year plans include 22 new stores and 4 relocations announced through 2013, and 2 new stores announced with dates to be determined. These would represent a 6.1% increase in square footage. Of the announced new stores, 18 will be Nordstrom Rack stores. We believe that we have the capacity for additional capital investments should opportunities arise.

CHANGE IN CREDIT CARD RECEIVABLES ORIGINATED AT THIRD PARTIES

The Nordstrom VISA credit cards allow our customers to make purchases at merchants outside of our stores and accumulate points for our Nordstrom Fashion Rewards® program. In 2010, net cash outflows from customers’ third-party purchases using their Nordstrom VISA credit cards decreased to $66, compared with $182 in 2009, as a result of improved payment rates.

Financing Activities

Net cash used in financing activities was $4 in 2010 compared with $13 provided by financing activities in 2009. Our financing activities include our short-term and long-term borrowing activity, dividends paid and repurchases of common stock.

SHORT-TERM AND LONG-TERM BORROWING ACTIVITY

During 2010, we issued $500 of senior unsecured notes at 4.75%, due May 2020. After deducting the original issue discount, underwriting fees and other expenses of $2, net proceeds from the offering were $498. Additionally, we retired $350 of securitized notes in April 2010 using available cash. We had no short-term borrowings and no amounts outstanding on our revolving line of credit during the year.

DIVIDENDS

In 2010, we paid dividends of $167, or $0.76 per share, compared with $139, or $0.64 per share, in 2009. During the second quarter of 2010, we increased our quarterly dividend from $0.16 per share to $0.20 per share. In determining the amount of dividends to pay, we analyze our dividend payout ratio and dividend yield, while taking into consideration our operating performance and capital resources. We plan to target a 25% to 30% dividend payout ratio, which is calculated as our dividend payments divided by net earnings.

In February 2011, we declared a first quarter dividend of $0.23 per share.

SHARE REPURCHASES

In August 2010, our Board of Directors authorized a program to repurchase up to $500 of our outstanding common stock, through January 28, 2012. Under this program, we have repurchased 2.3 shares of our common stock for an aggregate purchase price of $89, and had $411 in remaining capacity. The actual amount and timing of future share repurchases, if any, will be subject to market conditions and applicable Securities and Exchange Commission rules.

 

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Free Cash Flow (Non-GAAP financial measure)

We define Free Cash Flow as:

Free Cash Flow = Net Cash Provided By Operating Activities – Capital Expenditures – Change in Credit Card Receivables Originated at Third Parties – Cash Dividends Paid +/(–) Increase/(Decrease) in Cash Book Overdrafts

Free Cash Flow is one of our key liquidity measures, and, in conjunction with GAAP measures, provides us with a meaningful analysis of our cash flows. We believe that our ability to generate cash is more appropriately analyzed using this measure. Free Cash Flow is not a measure of liquidity under GAAP and should not be considered a substitute for operating cash flows as determined in accordance with GAAP. In addition, Free Cash Flow does have limitations:

 

   

Free Cash Flow does not necessarily represent funds available for discretionary use and is not necessarily a measure of our ability to fund our cash needs; and

   

Other companies in our industry may calculate Free Cash Flow differently than we do, limiting its usefulness as a comparative measure.

To compensate for these limitations, we analyze Free Cash Flow in conjunction with other GAAP financial and performance measures impacting liquidity, including operating cash flows. The closest measure calculated using GAAP amounts is net cash provided by operating activities, which was $1,177 and $1,251 for the 12 months ended January 29, 2011 and January 30, 2010. The following is a reconciliation of our net cash provided by operating activities and Free Cash Flow:

 

  Fiscal year    2010     2009    

  Net cash provided by operating activities

     $1,177        $1,251     

  Less: Capital expenditures

     (399     (360)    

   Change in credit card receivables originated at third parties

     (66     (182)    

   Cash dividends paid

     (167     (139)    

  Add: Increase in cash book overdrafts

     37        9     

  Free Cash Flow

     $582        $579     

  Net cash used in investing activities

     $(462     $(541)    

  Net cash (used in) provided by financing activities

     $(4     $13     

Credit Capacity and Commitments

As of January 29, 2011, we had total short-term borrowing capacity available for general corporate purposes of $950. Of the total capacity, we had $650 under our commercial paper program, which is backed by our unsecured revolving credit facility (“revolver”), and $300 under our Variable Funding Note facility (“2007-A VFN”).

Our $650 revolver, which expires in August 2012, is available for working capital, capital expenditures and general corporate purposes. Under the terms of the agreement, we pay a variable rate of interest and a facility fee based on our debt rating. Under the revolver, we have the option to increase the revolving commitment by up to $100, to a total of $750, provided that we obtain written consent from the lenders who choose to increase their commitment. During 2010, we had no borrowings under our revolver.

Our $650 commercial paper program allows us to use the proceeds to fund share repurchases as well as operating cash requirements. Under the terms of the commercial paper agreement, we pay a rate of interest based on, among other factors, the maturity of the issuance and market conditions. The issuance of commercial paper has the effect, while it is outstanding, of reducing borrowing capacity under our revolver by an amount equal to the principal amount of commercial paper. During 2010, we had no outstanding issuances under our $650 commercial paper program.

During 2010, we renewed our 2007-A VFN. The 2007-A VFN has a capacity of $300 and matures in January 2012. The 2007-A VFN is backed by substantially all of the Nordstrom private label card receivables and a 90% interest in the co-branded Nordstrom VISA credit card receivables. Borrowings under the 2007-A VFN incur interest based upon the cost of commercial paper issued by a third-party bank conduit plus specified fees. We pay a commitment fee for the notes based on the size of the commitment. During 2010, we had no borrowings against this facility.

Our wholly owned federal savings bank, Nordstrom fsb, also maintains a variable funding facility with a short-term credit capacity of $100. This facility is backed by the remaining 10% interest in the Nordstrom VISA credit card receivables and is available, if needed, to provide liquidity support to Nordstrom fsb. Borrowings under the facility incur interest based upon the cost of commercial paper issued by the third-party bank conduit plus specified fees. During 2010, Nordstrom fsb had no borrowings under this facility.

We maintain trade and standby letters of credit to facilitate international payments. As of January 29, 2011, we have $10 available under a trade letter of credit, with $6 outstanding. We additionally hold a $15 standby letter of credit, with $12 outstanding under this facility at the end of the year.

 

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Impact of Credit Ratings

Under the terms of our $650 revolver, any borrowings we may incur will accrue interest at a floating base rate tied to either:

 

  (i) LIBOR or
  (ii) the higher of:
  a. the federal funds rate plus 50 basis points or
  b. the prime rate.

The rate depends upon the type of borrowing incurred, plus in each case an applicable margin. This applicable margin varies depending upon the credit ratings assigned to our long-term unsecured debt. At the time of this report, our long-term unsecured debt ratings, outlook and resulting applicable margin were as follows:

 

     Credit
ratings    
  Outlook    

  Moody’s

  Baa1   Stable

  Standard & Poor’s

  A-   Stable

 

  Base interest

  rate

   Applicable    
margin

  LIBOR

   1.750%

  All other

   0.750%

Should the ratings assigned to our long-term unsecured debt improve, the applicable margin associated with our borrowings may decrease, resulting in a slightly lower cost of capital under this facility. Should the ratings assigned to our long-term unsecured debt worsen, the applicable margin associated with our borrowings may increase, resulting in a slightly higher cost of capital under this facility.

Debt Covenants

The revolver requires that we maintain a fixed charge coverage ratio of at least two times, and a leverage ratio of not greater than four times. The fixed coverage ratio is defined as:

Earnings before Interest, Income Taxes, Depreciation, Amortization and Rent (“EBITDAR”) less gross capital expenditures

Interest expense, net + rent expense

The leverage ratio is defined as:

Adjusted Debt

EBITDAR

(See additional discussion of Adjusted Debt to EBITDAR below).

As of January 29, 2011 and January 30, 2010, we were in compliance with these covenants. We will continue to monitor these covenants to ensure that we make any necessary adjustments to our plans and believe that we will remain in compliance with these covenants during 2011.

 

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Adjusted Debt to EBITDAR (Non-GAAP financial measure)

We define Adjusted Debt to EBITDAR as follows:

 

Adjusted Debt to EBITDAR =

      Adjusted Debt
      EBITDAR

Adjusted Debt to EBITDAR is one of our key financial metrics, and we believe that our debt levels are best analyzed using this measure. Our current goal is to manage debt levels to maintain an investment-grade credit rating as well as operate with an efficient capital structure for our size, growth plans and industry. Investment-grade credit ratings are important to maintaining access to a variety of short-term and long-term sources of funding, and we rely on these funding sources to continue to grow our business. We believe a higher ratio, among other factors, could result in rating agency downgrades. In contrast, we believe a lower ratio would result in a higher cost of capital and could negatively impact shareholder returns. As of January 29, 2011, our Adjusted Debt to EBITDAR was 2.2 compared with 2.5 as of January 30, 2010. The decrease was primarily the result of an increase in earnings before interest and income taxes in 2010 compared with 2009.

Adjusted Debt to EBITDAR is not a measure of financial performance under GAAP and should not be considered a substitute for debt to net earnings, net earnings or debt as determined in accordance with GAAP. In addition, Adjusted Debt to EBITDAR does have limitations:

 

   

Adjusted Debt is not exact, but rather our best estimate of the total company debt we would hold if we had purchased the property and issued debt associated with our operating leases;

   

EBITDAR does not reflect our cash expenditures, or future requirements for capital expenditures or contractual commitments, including leases, or the cash requirements necessary to service interest or principal payments on our debt; and

   

Other companies in our industry may calculate Adjusted Debt to EBITDAR differently than we do, limiting its usefulness as a comparative measure.

To compensate for these limitations, we analyze Adjusted Debt to EBITDAR in conjunction with other GAAP financial and performance measures impacting liquidity, including operating cash flows, capital spending and net earnings. The closest measure calculated using GAAP amounts is debt to net earnings, which was 4.5 and 5.9 for 2010 and 2009. The following is a comparison of debt to net earnings and Adjusted Debt to EBITDAR:

 

       2010 1      20091    

  Debt

     $2,781        $2,613     

  Add: rent expense x 82

     500        341     

  Less: fair value of interest rate swaps included in long-term debt

     (25     –     

  Adjusted Debt

     $3,256        $2,954     

  Net earnings

     613        441     

  Add: income tax expense

     378        255     

  Add: interest expense, net

     127        138     

  Earnings before interest and income taxes

     1,118        834     

  Add: depreciation and amortization of buildings and equipment, net

     327        313     

  Add: rent expense

     62        43     

  EBITDAR

     $1,507        $1,190     

  Debt to Net Earnings

     4.5        5.9     

  Adjusted Debt to EBITDAR

     2.2        2.5     

1The components of adjusted debt are as of the end of 2010 and 2009, while the components of EBITDAR are for the 12 months ended January 29, 2011 and January 30, 2010.

2The multiple of eight times rent expense used to calculate adjusted debt is a commonly used method of estimating the debt we would record for our leases that are classified as operating if they had met the criteria for a capital lease, or we had purchased the property.

 

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Contractual Obligations

The following table summarizes our contractual obligations and the expected effect on our liquidity and cash flows as of January 29, 2011. We expect to fund these commitments primarily with operating cash flows generated in the normal course of business and credit available to us under existing and potential future facilities.

 

     Total    

Less than

1 year

    1-3 years     3-5 years    

More than

5 years

 

  Long-term debt

    $4,384        $148        $792        $646