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Sheet1Most Likely Scenario
Sahvelet, Sehmus: Sahvelet, Sehmus:
Not:In the Most likely scenario, it is assumed that income and
expense will increase according to the average of past years.
Best Case
Sahvelet, Sehmus: Sahvelet, Sehmus:
The best case scenario is aimed at increasing the income
compared to the previous years and decreasing the cost. The
reason for this is that one of the important competitors leaves
the market and the cost of internet sales is lower than normal
sales. The rate of increase in Income tax expencese has been
determined according to the company's income tax rate in the
past years.
Sahvelet, Sehmus: Sahvelet, Sehmus:
Not:In the Most likely scenario, it is assumed that income and
expense will increase according to the average of past years.
Fiscal Year201620172018201920202021Fiscal
Year201620172018201920202021Net
Sales14,49815,13715,48016,04916,54217,101Net
Sales14,49815,13715,48016,20416,94517,898Credit Card
Revenues, Net259341380394406420Credit Card Revenues,
Net259341380398416439Total
Revenues14,75715,47815,86016,44316,94817,520Total
Revenues14,75715,47815,86016,60217,36118,337Total Revenue
increase by percantage -4.9%2.5%3.7%3.1%3.4%Total Revenue
increase by percantage -4.9%2.5%4.7%4.6%5.6%Cost of Sales
and related buying and Occupancy
Cost9,4409,89010,15510,51510,84811,199Cost of Sales and
related buying and Occupancy
Cost9,4409,89010,15510,46410,71810,950Selling, general and
administrative (“SG&A”) expenses
4,3154,6624,8685,0415,2005,369Selling, general and
administrative (“SG&A”) expenses
4,3154,6624,8685,0165,1385,249Goodwill
Impairment19700000Goodwill Impairment19700000Earnings
before interest and income taxes (“EBIT”)
805926837888901952Earnings before interest and income taxes
(“EBIT”) 8059268371,1211,5052,138Interest expense,
net121136104108111115Interest expense,
net121136104107110112Earning before income
taxes684790733780790837Earning before income
taxes6847907331,0141,3952,026Total cost increase by
percentage except income tax expense-
4.2%2.9%3.4%3.1%3.1%Total cost increase by percentage
except income tax expense-4.2%2.9%3.0%2.4%2.1%Income tax
expense 330353169175181186Income tax expense
330353169406488608Net earnings 354437564605609651Net
earnings 3544375646099071,418Profit
Margin2.40%2.82%3.56%3.77%3.68%3.81%Profit
Margin2.40%2.82%3.56%3.76%5.35%7.92%identify the
assumptions1)You can see market share of the leading
department store in the United states on the graph. As you can
see on the graph Sears's market share is 7% in United States.
They close their 96 stores, which makes 182 of the total stores
all around the US. My first assumption is that the total market
share of Sears, which will close one-third of its stores, is also
reduced by one-third their all sales. This means their market
share, which is 7%, will drop to 4.69%. 2.31% will be shared
equally by other companies. For this reason, every company on
the chart will increase their sales by 0.33%.2)There is a serious
increase in Nordstrom's digital sales. The digital sales of the
company, which showed a 20% increase in 2017, increased 23%
in 2018 digital sales. While digital sales accounted for 29% of
the company's total sales in 2017, this rate reached 34% in
2018. In these years, when Internet sales have increased
significantly, Nordstom will increase its digital sales again
compared to last year. For this reason, digital sales of
Nordstormun are expected to increase by 33%, which accounts
for 37% of total digital sales. The biggest benefit of digital
sales to the company is to reduce costs. The company has 379
stores and 74,000 employees. This constitutes a very important
part of the company's costs. Increasing the digital sales of the
company in the coming years means decreasing the number of
stores and the number of
employees.Referanceshttps://www.businessinsider.com/sears-to-
close-96-more-stores-kmart-list-sears-transformco-2019-
11https://www.forbes.com/sites/walterloeb/2018/08/20/nordstro
m-digital-growth-is-enormous-and-will-grow-
further/#5aecc0b95d0bhttps://www.google.com/search?safe=acti
ve&client=safari&rls=en&sxsrf=ACYBGNRhplBef42ic-
vodcRsEnPs7wtZjg%3A1580367081541&ei=6XwyXp3NIKSqyt
MPoL2pgAQ&q=how+many+employees+does+nordstrom+have
&oq=how+many+em+does+nordstrom+have&gs_l=psy-
ab.1.0.0i7i30l4.5206.5493..6566...0.4..0.113.206.1j1......0....1..g
ws-
wiz.......0i71.sYtrrEB2Jl0https://shop.nordstrom.com/c/about-
ushttps://www.statista.com/statistics/1057374/department-store-
retailers-market-share-united-
states/https://www.businessinsider.com/sears-to-close-96-more-
stores-kmart-list-sears-transformco-2019-
11https://www.statista.com/statistics/1057374/department-store-
retailers-market-share-united-
states/https://shop.nordstrom.com/c/about-us
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 February 2, 2019
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
(I.R.S. 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 re
ports 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 re
ports required to be filed by Section 13 or 15(d) of the Securitie
s 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 ele
ctronically every Interactive Data File required to be submitted
pursuant to
Rule 405 of Regulation S-
T during the preceding 12 months (or for such shorter period tha
t the registrant was required to submit such files).
YES þ NO ¨
Indicate by check mark if disclosure of delinquent filers pursua
nt 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 pr
oxy or information statements incorporated by reference in Part
III of this Form
10-K or any amendment to this Form 10-K. þ
Indicate by check mark whether the registrant is a large accelera
ted filer, an accelerated filer, a non-
accelerated filer, a smaller reporting
company, or emerging growth company. See the definitions of “
large accelerated filer,” “accelerated filer,” “smaller reporting c
ompany,” and
“emerging growth company” in Rule 12b-
2 of the Exchange Act.
Large accelerated filer þ Accelerated filer ¨
Non-accelerated filer ¨ Smaller reporting company ¨
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the r
egistrant has elected not to use the extended transition period fo
r complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell compan
y (as defined in Rule 12b-2 of the Act). YES ¨ NO þ
As of August 3, 2018 the aggregate market value of the Registra
nt’s voting and non-voting stock held by non-
affiliates of the Registrant was
approximately $6.6 billion using the closing sales price on that
day of $50.58. On March 11, 2019, 155,002,755 shares of comm
on stock
were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for the 2019 Annual Meeting of
Shareholders scheduled to be held on May 23, 2019 are incorpo
rated into
Part III.
Nordstrom, Inc. and subsidiaries 1
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 February 2, 2019
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
(I.R.S. 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 re
ports 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 re
ports required to be filed by Section 13 or 15(d) of the Securitie
s 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 ele
ctronically every Interactive Data File required to be submitted
pursuant to
Rule 405 of Regulation S-
T during the preceding 12 months (or for such shorter period tha
t the registrant was required to submit such files).
YES þ NO ¨
Indicate by check mark if disclosure of delinquent filers pursua
nt 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 pr
oxy or information statements incorporated by reference in Part
III of this Form
10-K or any amendment to this Form 10-K. þ
Indicate by check mark whether the registrant is a large accelera
ted filer, an accelerated filer, a non-
accelerated filer, a smaller reporting
company, or emerging growth company. See the definitions of “
large accelerated filer,” “accelerated filer,” “smaller reporting c
ompany,” and
“emerging growth company” in Rule 12b-
2 of the Exchange Act.
Large accelerated filer þ Accelerated filer ¨
Non-accelerated filer ¨ Smaller reporting company ¨
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the r
egistrant has elected not to use the extended transition period fo
r complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell compan
y (as defined in Rule 12b-2 of the Act). YES ¨ NO þ
As of August 3, 2018 the aggregate market value of the Registra
nt’s voting and non-voting stock held by non-
affiliates of the Registrant was
approximately $6.6 billion using the closing sales price on that
day of $50.58. On March 11, 2019, 155,002,755 shares of comm
on stock
were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for the 2019 Annual Meeting of
Shareholders scheduled to be held on May 23, 2019 are incorpo
rated into
Part III.
Nordstrom, Inc. and subsidiaries 1
[This page intentionally left blank.]
TABLE OF CONTENTS
Page
Forward-Looking Statements 4
PART I
Item 1. Business. 6
Item 1A. Risk Factors. 9
Item 1B. Unresolved Staff Comments. 14
Item 2. Properties. 14
Item 3. Legal Proceedings. 16
Item 4. Mine Safety Disclosures. 16
PART II
Item 5.
Market for Registrant’s Common Equity, Related Shareholder M
atters and Issuer Purchases of Equity Securities. 17
Item 6. Selected Financial Data. 19
Item 7.
Management’s Discussion and Analysis of Financial Condition
and Results of Operations. 20
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk. 34
Item 8. Financial Statements and Supplementary Data. 35
Item 9.
Changes in and Disagreements With Accountants on Accounting
and Financial Disclosure. 63
Item 9A. Controls and Procedures. 63
Item 9B. Other Information. 65
PART III
Item 10.
Directors, Executive Officers and Corporate Governance. 65
Item 11. Executive Compensation. 65
Item 12.
Security Ownership of Certain Beneficial Owners and Managem
ent and Related Shareholder Matters. 65
Item 13.
Certain Relationships and Related Transactions, and Director In
dependence. 65
Item 14. Principal Accounting Fees and Services. 65
PART IV
Item 15. Exhibits, Financial Statement Schedules. 66
Exhibit Index 67
Signatures 72
Consent of Independent Registered Public Accounting Fi rm 73
Nordstrom, Inc. and subsidiaries 3
TABLE OF CONTENTS
Page
Forward-Looking Statements 4
PART I
Item 1. Business. 6
Item 1A. Risk Factors. 9
Item 1B. Unresolved Staff Comments. 14
Item 2. Properties. 14
Item 3. Legal Proceedings. 16
Item 4. Mine Safety Disclosures. 16
PART II
Item 5.
Market for Registrant’s Common Equity, Related Shareholder M
atters and Issuer Purchases of Equity Securities. 17
Item 6. Selected Financial Data. 19
Item 7.
Management’s Discussion and Analysis of Financial Condition
and Results of Operations. 20
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk. 34
Item 8. Financial Statements and Supplementary Data. 35
Item 9.
Changes in and Disagreements With Accountants on Accounting
and Financial Disclosure. 63
Item 9A. Controls and Procedures. 63
Item 9B. Other Information. 65
PART III
Item 10.
Directors, Executive Officers and Corporate Governance. 65
Item 11. Executive Compensation. 65
Item 12.
Security Ownership of Certain Beneficial Owners and Managem
ent and Related Shareholder Matters. 65
Item 13.
Certain Relationships and Related Transactions, and Director In
dependence. 65
Item 14. Principal Accounting Fees and Services. 65
PART IV
Item 15. Exhibits, Financial Statement Schedules. 66
Exhibit Index 67
Signatures 72
Consent of Independent Registered Public Accounting Firm 73
Nordstrom, Inc. and subsidiaries 3
[This page intentionally left blank.]
TABLE OF CONTENTS
Page
Forward-Looking Statements 4
PART I
Item 1. Business. 6
Item 1A. Risk Factors. 9
Item 1B. Unresolved Staff Comments. 14
Item 2. Properties. 14
Item 3. Legal Proceedings. 16
Item 4. Mine Safety Disclosures. 16
PART II
Item 5.
Market for Registrant’s Common Equity, Related Shareholder M
atters and Issuer Purchases of Equity Securities. 17
Item 6. Selected Financial Data. 19
Item 7.
Management’s Discussion and Analysis of Financial Condition
and Results of Operations. 20
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk. 34
Item 8. Financial Statements and Supplementary Data. 35
Item 9.
Changes in and Disagreements With Accountants on Accounting
and Financial Disclosure. 63
Item 9A. Controls and Procedures. 63
Item 9B. Other Information. 65
PART III
Item 10.
Directors, Executive Officers and Corporate Governance. 65
Item 11. Executive Compensation. 65
Item 12.
Security Ownership of Certain Beneficial Owners and Managem
ent and Related Shareholder Matters. 65
Item 13.
Certain Relationships and Related Transactions, and Director In
dependence. 65
Item 14. Principal Accounting Fees and Services. 65
PART IV
Item 15. Exhibits, Financial Statement Schedules. 66
Exhibit Index 67
Signatures 72
Consent of Independent Registered Public Accounting Firm 73
Nordstrom, Inc. and subsidiaries 3
TABLE OF CONTENTS
Page
Forward-Looking Statements 4
PART I
Item 1. Business. 6
Item 1A. Risk Factors. 9
Item 1B. Unresolved Staff Comments. 14
Item 2. Properties. 14
Item 3. Legal Proceedings. 16
Item 4. Mine Safety Disclosures. 16
PART II
Item 5.
Market for Registrant’s Common Equity, Related Shareholder M
atters and Issuer Purchases of Equity Securities. 17
Item 6. Selected Financial Data. 19
Item 7.
Management’s Discussion and Analysis of Financial Condition
and Results of Operations. 20
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk. 34
Item 8. Financial Statements and Supplementary Data. 35
Item 9.
Changes in and Disagreements With Accountants on Accounting
and Financial Disclosure. 63
Item 9A. Controls and Procedures. 63
Item 9B. Other Information. 65
PART III
Item 10.
Directors, Executive Officers and Corporate Governance. 65
Item 11. Executive Compensation. 65
Item 12.
Security Ownership of Certain Beneficial Owners and Managem
ent and Related Shareholder Matters. 65
Item 13.
Certain Relationships and Related Transactions, and Director In
dependence. 65
Item 14. Principal Accounting Fees and Services. 65
PART IV
Item 15. Exhibits, Financial Statement Schedules. 66
Exhibit Index 67
Signatures 72
Consent of Independent Registered Public Accounting Firm 73
Nordstrom, Inc. and subsidiaries 3
FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains forward-
looking statements within the meaning of Section 27A of the Se
curities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 19
34, as amended, which are subject to the “safe harbor” created b
y those
sections. Forward-
looking statements are based on our management’s beliefs and a
ssumptions and on information currently available to our
management. In some cases, you can identify forward-
looking statements by terms such as “may,” “will,” “should,” “c
ould,” “goal,” “would,”
“expect,” “plan,” “anticipate,” “believe,” “estimate,” “project,”
“predict,” “potential,” “pursue,” “going forward,” and similar e
xpressions intended
to identify forward-
looking statements. These statements involve known and unkno
wn risks, uncertainties and other factors, which may cause
our actual results, performance, time frames or achievements to
be materially different from any future results, performance, tim
e frames or
achievements expressed or implied by the forward-
looking statements. We discuss many of these risks, uncertaintie
s and other factors in this
Annual Report on Form 10-
K in Item 1A: Risk Factors, including, but not limited to, our an
ticipated financial outlook for the fiscal year ending
February 1, 2020, our anticipated annual total sales rates, our an
ticipated new store openings in existing, new and international
markets, our
anticipated Return on Invested Capital, trends in our operations
and the following:
Strategic and Operational
•
timely and effective implementation of evolving our business m
odel and successful execution of our customer strategy to provid
e a
differentiated and seamless experience across all Nordstrom cha
nnels,
•
our ability to execute and manage the costs of our evolving busi
ness model, including the execution of new supply chain capabil
ities
and enhancement of existing ones, development of applications
for electronic devices, improvement of customer-
facing technologies,
timely delivery of products purchased digitally, enhancement of
inventory management systems, more fluid inventory availabilit
y
between our digital channels and retail stores through our local
market strategy, and greater consistency in marketing strategies,
•
our ability to respond to the business and retail environment, as
well as fashion trends and consumer preferences, including chan
ging
expectations of service and experience in stores and online,
•
our ability to properly balance our investments in existing and n
ew store locations, technology and supply chain facilities, espec
ially our
investments in our Nordstrom Men’s Store NYC and Nordstrom
NYC and our Los Angeles market integration,
•
successful execution of our information technology strategy, inc
luding engagement with third-party service providers,
• our ability to effectively utilize internal and third-
party data in strategic planning and decision making,
•
our ability to maintain or expand our presence, including timely
completion of construction associated with new, relocated and
remodeled stores, and Supply Chain Network facilities, all of w
hich may be impacted by third parties, consumer demand and ot
her
natural or man-made disruptions,
• efficient and proper allocation of our capital resources,
•
effective inventory management processes and systems, fulfillm
ent and supply chain processes and systems, disruptions in our s
upply
chain and our ability to control costs,
•
the impact of any systems or network failures, cybersecurity an
d/or security breaches, including any security breach of our syst
ems or
those of a third-
party provider that results in the theft, transfer or unauthorized
disclosure of customer, employee or Company
information or compliance with information security and privac
y laws and regulations in the event of such an incident,
•
our ability to safeguard our reputation and maintain relationship
s with our vendors and third-party service providers,
•
our ability to maintain relationships with and motivate our empl
oyees and to effectively attract, develop and retain our future le
aders,
•
our ability to realize the expected benefits, respond to potential
risks and appropriately manage costs associated with our progra
m
agreement with TD Bank, N.A. (“TD”),
•
the effectiveness of planned advertising, marketing and promoti
onal campaigns in the highly competitive and promotional retail
industry,
•
market fluctuations, increases in operating costs, exit costs and
overall liabilities and losses associated with owning and leasing
real
estate,
•
potential goodwill impairment charges, future impairment charg
es and fluctuations in the fair values of reporting units or of ass
ets in the
event projected financial results are not achieved within expecte
d time frames,
•
compliance with debt and operating covenants, availability and
cost of credit, changes in our credit rating and changes in intere
st rates,
•
the timing, price, manner and amounts of future share repurchas
es by us, if any, or any share issuances by us,
Economic and External
•
the impact of the seasonal nature of our business and cyclical cu
stomer spending,
•
the impact of economic and market conditions and the resultant
impact on consumer spending and credit patterns,
•
the impact of economic, environmental or political conditions in
the U.S. and countries where our third-party vendors operate,
•
weather conditions, natural disasters, health hazards, national se
curity or other market and supply chain disruptions, including t
he
effects of tariffs, or the prospects of these events and the resulti
ng impact on consumer spending patterns or information technol
ogy
systems and communications,
4
Legal and Regulatory
•
our compliance with applicable domestic and international laws,
regulations and ethical standards, including those related to
employment and tax, information security and privacy, consume
r credit and the outcome of any claims and litigation and resolut
ion of
such matters,
•
the impact of the current regulatory environment and financial s
ystem, health care and tax reforms,
•
the impact of changes in accounting rules and regulations, chan
ges in our interpretation of the rules or regulations, or changes i
n
underlying assumptions, estimates or judgments,
•
the impact of claims, litigation and regulatory investigations, in
cluding those related to information security, privacy and consu
mer credit.
Given these risks, uncertainties and other factors, you should no
t place undue reliance on these forward-
looking statements. Also, these
forward-
looking statements represent our estimates and assumptions onl
y as of the date of this filing. You should read this Annual Repo
rt
on Form 10-
K completely and with the understanding that our actual future r
esults may be materially different from what we expect. We
hereby qualify our forward-
looking statements by these cautionary statements. Except as re
quired by law, we assume no obligation to
update these forward-
looking statements publicly, or to update the reasons actual resu
lts could differ materially from those anticipated in
these forward-
looking statements, even if new information becomes available i
n the future.
All references to “Nordstrom,” “we,” “us,” “our,” or the “Comp
any” mean Nordstrom, Inc. and its subsidiaries.
In addition, statements that “we believe” and similar statements
reflect our beliefs and opinions on the relevant subject. These st
atements are
based upon information available to us as of the filing date of th
is Annual Report on Form 10-
K, and while we believe such information forms
a reasonable basis for such statements, such information may be
limited or incomplete, and our statements should not be read to
indicate
that we have conducted an exhaustive inquiry into, or review of,
all potentially available relevant information. These statements
are inherently
uncertain and investors are cautioned not to unduly rely upon th
ese statements.
Nordstrom, Inc. and subsidiaries 5
FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains forward-
looking statements within the meaning of Section 27A of the Se
curities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 19
34, as amended, which are subject to the “safe harbor” created b
y those
sections. Forward-
looking statements are based on our management’s beliefs and a
ssumptions and on information currently available to our
management. In some cases, you can identify forward-
looking statements by terms such as “may,” “will,” “should,” “c
ould,” “goal,” “would,”
“expect,” “plan,” “anticipate,” “believe,” “estimate,” “project,”
“predict,” “potential,” “pursue,” “going forward,” and similar e
xpressions intended
to identify forward-
looking statements. These statements involve known and unkno
wn risks, uncertainties and other factors, which may cause
our actual results, performance, time frames or achievements to
be materially different from any future results, performance, tim
e frames or
achievements expressed or implied by the forward-
looking statements. We discuss many of these risks, uncertaintie
s and other factors in this
Annual Report on Form 10-
K in Item 1A: Risk Factors, including, but not limited to, our an
ticipated financial outlook for the fiscal year ending
February 1, 2020, our anticipated annual total sales rates, our an
ticipated new store openings in existing, new and international
markets, our
anticipated Return on Invested Capital, trends in our operations
and the following:
Strategic and Operational
•
timely and effective implementation of evolving our business m
odel and successful execution of our customer strategy to provid
e a
differentiated and seamless experience across all Nordstrom cha
nnels,
•
our ability to execute and manage the costs of our evolving busi
ness model, including the execution of new supply chain capabil
ities
and enhancement of existing ones, development of applications
for electronic devices, improvement of customer-
facing technologies,
timely delivery of products purchased digitally, enhancement of
inventory management systems, more fluid inventory availabilit
y
between our digital channels and retail stores through our local
market strategy, and greater consistency in marketing strategies,
•
our ability to respond to the business and retail environment, as
well as fashion trends and consumer preferences, including chan
ging
expectations of service and experience in stores and online,
•
our ability to properly balance our investments in existing and n
ew store locations, technology and supply chain facilities, espec
ially our
investments in our Nordstrom Men’s Store NYC and Nordstrom
NYC and our Los Angeles market integration,
•
successful execution of our information technology strategy, inc
luding engagement with third-party service providers,
• our ability to effectively utilize internal and third-
party data in strategic planning and decision making,
•
our ability to maintain or expand our presence, including timely
completion of construction associated with new, relocated and
remodeled stores, and Supply Chain Network facilities, all of w
hich may be impacted by third parties, consumer demand and ot
her
natural or man-made disruptions,
• efficient and proper allocation of our capital resources,
•
effective inventory management processes and systems, fulfillm
ent and supply chain processes and systems, disruptions in our s
upply
chain and our ability to control costs,
•
the impact of any systems or network failures, cybersecurity an
d/or security breaches, including any security breach of our syst
ems or
those of a third-
party provider that results in the theft, transfer or unauthorized
disclosure of customer, employee or Company
information or compliance with information security and privac
y laws and regulations in the event of such an incident,
•
our ability to safeguard our reputation and maintain relationship
s with our vendors and third-party service providers,
•
our ability to maintain relationships with and motivate our empl
oyees and to effectively attract, develop and retain our future le
aders,
•
our ability to realize the expected benefits, respond to potential
risks and appropriately manage costs associated with our progra
m
agreement with TD Bank, N.A. (“TD”),
•
the effectiveness of planned advertising, marketing and promoti
onal campaigns in the highly competitive and promotional retail
industry,
•
market fluctuations, increases in operating costs, exit costs and
overall liabilities and losses associated with owning and leasing
real
estate,
•
potential goodwill impairment charges, future impairment charg
es and fluctuations in the fair values of reporting units or of ass
ets in the
event projected financial results are not achieved within expecte
d time frames,
•
compliance with debt and operating covenants, availability and
cost of credit, changes in our credit rating and changes in intere
st rates,
•
the timing, price, manner and amounts of future share repurchas
es by us, if any, or any share issuances by us,
Economic and External
•
the impact of the seasonal nature of our business and cyclical cu
stomer spending,
•
the impact of economic and market conditions and the resultant
impact on consumer spending and credit patterns,
•
the impact of economic, environmental or political conditions in
the U.S. and countries where our third-party vendors operate,
•
weather conditions, natural disasters, health hazards, national se
curity or other market and supply chain disruptions, including t
he
effects of tariffs, or the prospects of these events and the resulti
ng impact on consumer spending patterns or information technol
ogy
systems and communications,
4
Legal and Regulatory
•
our compliance with applicable domestic and international laws,
regulations and ethical standards, including those related to
employment and tax, information security and privacy, consume
r credit and the outcome of any claims and litigation and resolut
ion of
such matters,
•
the impact of the current regulatory environment and financial s
ystem, health care and tax reforms,
•
the impact of changes in accounting rules and regulations, chan
ges in our interpretation of the rules or regulations, or changes i
n
underlying assumptions, estimates or judgments,
•
the impact of claims, litigation and regulatory investigations, in
cluding those related to information security, privacy and consu
mer credit.
Given these risks, uncertainties and other factors, you should no
t place undue reliance on these forward-
looking statements. Also, these
forward-
looking statements represent our estimates and assumptions onl
y as of the date of this filing. You should read this Annual Repo
rt
on Form 10-
K completely and with the understanding that our actual future r
esults may be materially different from what we expect. We
hereby qualify our forward-
looking statements by these cautionary statements. Except as re
quired by law, we assume no obligation to
update these forward-
looking statements publicly, or to update the reasons actual resu
lts could differ materially from those anticipated in
these forward-
looking statements, even if new information becomes available i
n the future.
All references to “Nordstrom,” “we,” “us,” “our,” or the “Comp
any” mean Nordstrom, Inc. and its subsidiaries.
In addition, statements that “we believe” and similar statements
reflect our beliefs and opinions on the relevant subject. These st
atements are
based upon information available to us as of the filing date of th
is Annual Report on Form 10-
K, and while we believe such information forms
a reasonable basis for such statements, such information may be
limited or incomplete, and our statements should not be read to
indicate
that we have conducted an exhaustive inquiry into, or review of,
all potentially available relevant information. These statements
are inherently
uncertain and investors are cautioned not to unduly rely upon th
ese statements.
Nordstrom, Inc. and subsidiaries 5
FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains forward-
looking statements within the meaning of Section 27A of the Se
curities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 19
34, as amended, which are subject to the “safe harbor” created b
y those
sections. Forward-
looking statements are based on our management’s beliefs and a
ssumptions and on information currently available to our
management. In some cases, you can identify forward-
looking statements by terms such as “may,” “will,” “should,” “c
ould,” “goal,” “would,”
“expect,” “plan,” “anticipate,” “believe,” “estimate,” “project,”
“predict,” “potential,” “pursue,” “going forward,” and similar e
xpressions intended
to identify forward-
looking statements. These statements involve known and unkno
wn risks, uncertainties and other factors, which may cause
our actual results, performance, time frames or achievements to
be materially different from any future results, performance, tim
e frames or
achievements expressed or implied by the forward-
looking statements. We discuss many of these risks, uncertaintie
s and other factors in this
Annual Report on Form 10-
K in Item 1A: Risk Factors, including, but not limited to, our an
ticipated financial outlook for the fiscal year ending
February 1, 2020, our anticipated annual total sales rates, our an
ticipated new store openings in existing, new and international
markets, our
anticipated Return on Invested Capital, trends in our operations
and the following:
Strategic and Operational
•
timely and effective implementation of evolving our business m
odel and successful execution of our customer strategy to provid
e a
differentiated and seamless experience across all Nordstrom cha
nnels,
•
our ability to execute and manage the costs of our evolving busi
ness model, including the execution of new supply chain capabil
ities
and enhancement of existing ones, development of applications
for electronic devices, improvement of customer-
facing technologies,
timely delivery of products purchased digitally, enhancement of
inventory management systems, more fluid inventory availabilit
y
between our digital channels and retail stores through our local
market strategy, and greater consistency in marketing strategies,
•
our ability to respond to the business and retail environment, as
well as fashion trends and consumer preferences, including chan
ging
expectations of service and experience in stores and online,
•
our ability to properly balance our investments in existing and n
ew store locations, technology and supply chain facilities, espec
ially our
investments in our Nordstrom Men’s Store NYC and Nordstrom
NYC and our Los Angeles market integration,
•
successful execution of our information technology strategy, inc
luding engagement with third-party service providers,
• our ability to effectively utilize internal and third-
party data in strategic planning and decision making,
•
our ability to maintain or expand our presence, including timely
completion of construction associated with new, relocated and
remodeled stores, and Supply Chain Network facilities, all of w
hich may be impacted by third parties, consumer demand and ot
her
natural or man-made disruptions,
• efficient and proper allocation of our capital resources,
•
effective inventory management processes and systems, fulfillm
ent and supply chain processes and systems, disruptions in our s
upply
chain and our ability to control costs,
•
the impact of any systems or network failures, cybersecurity an
d/or security breaches, including any security breach of our syst
ems or
those of a third-
party provider that results in the theft, transfer or unauthorized
disclosure of customer, employee or Company
information or compliance with information security and privac
y laws and regulations in the event of such an incident,
•
our ability to safeguard our reputation and maintain relationship
s with our vendors and third-party service providers,
•
our ability to maintain relationships with and motivate our empl
oyees and to effectively attract, develop and retain our future le
aders,
•
our ability to realize the expected benefits, respond to potential
risks and appropriately manage costs associated with our progra
m
agreement with TD Bank, N.A. (“TD”),
•
the effectiveness of planned advertising, marketing and promoti
onal campaigns in the highly competitive and promotional retail
industry,
•
market fluctuations, increases in operating costs, exit costs and
overall liabilities and losses associated with owning and leasing
real
estate,
•
potential goodwill impairment charges, future impairment charg
es and fluctuations in the fair values of reporting units or of ass
ets in the
event projected financial results are not achieved within expecte
d time frames,
•
compliance with debt and operating covenants, availability and
cost of credit, changes in our credit rating and changes in intere
st rates,
•
the timing, price, manner and amounts of future share repurchas
es by us, if any, or any share issuances by us,
Economic and External
•
the impact of the seasonal nature of our business and cyclical cu
stomer spending,
•
the impact of economic and market conditions and the resultant
impact on consumer spending and credit patterns,
•
the impact of economic, environmental or political conditions in
the U.S. and countries where our third-party vendors operate,
•
weather conditions, natural disasters, health hazards, national se
curity or other market and supply chain disruptions, including t
he
effects of tariffs, or the prospects of these events and the resulti
ng impact on consumer spending patterns or information technol
ogy
systems and communications,
4
Legal and Regulatory
•
our compliance with applicable domestic and international laws,
regulations and ethical standards, including those related to
employment and tax, information security and privacy, consume
r credit and the outcome of any claims and litigation and resolut
ion of
such matters,
•
the impact of the current regulatory environment and financial s
ystem, health care and tax reforms,
•
the impact of changes in accounting rules and regulations, chan
ges in our interpretation of the rules or regulations, or changes i
n
underlying assumptions, estimates or judgments,
•
the impact of claims, litigation and regulatory investigations, in
cluding those related to information security, privacy and consu
mer credit.
Given these risks, uncertainties and other factors, you should no
t place undue reliance on these forward-
looking statements. Also, these
forward-
looking statements represent our estimates and assumptions onl
y as of the date of this filing. You should read this Annual Repo
rt
on Form 10-
K completely and with the understanding that our actual future r
esults may be materially different from what we expect. We
hereby qualify our forward-
looking statements by these cautionary statements. Except as re
quired by law, we assume no obligation to
update these forward-
looking statements publicly, or to update the reasons actual resu
lts could differ materially from those anticipated in
these forward-
looking statements, even if new information becomes available i
n the future.
All references to “Nordstrom,” “we,” “us,” “our,” or the “Comp
any” mean Nordstrom, Inc. and its subsidiaries.
In addition, statements that “we believe” and similar statements
reflect our beliefs and opinions on the relevant subject. These st
atements are
based upon information available to us as of the filing date of th
is Annual Report on Form 10-
K, and while we believe such information forms
a reasonable basis for such statements, such information may be
limited or incomplete, and our statements should not be read to
indicate
that we have conducted an exhaustive inquiry into, or review of,
all potentially available relevant information. These statements
are inherently
uncertain and investors are cautioned not to unduly rely upon th
ese statements.
Nordstrom, Inc. and subsidiaries 5
FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains forward-
looking statements within the meaning of Section 27A of the Se
curities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 19
34, as amended, which are subject to the “safe harbor” created b
y those
sections. Forward-
looking statements are based on our management’s beliefs and a
ssumptions and on information currently available to our
management. In some cases, you can identify forward-
looking statements by terms such as “may,” “will,” “should,” “c
ould,” “goal,” “would,”
“expect,” “plan,” “anticipate,” “believe,” “estimate,” “project,”
“predict,” “potential,” “pursue,” “going forward,” and similar e
xpressions intended
to identify forward-
looking statements. These statements involve known and unkno
wn risks, uncertainties and other factors, which may cause
our actual results, performance, time frames or achievements to
be materially different from any future results, performance, tim
e frames or
achievements expressed or implied by the forward-
looking statements. We discuss many of these risks, uncertaintie
s and other factors in this
Annual Report on Form 10-
K in Item 1A: Risk Factors, including, but not limited to, our an
ticipated financial outlook for the fiscal year ending
February 1, 2020, our anticipated annual total sales rates, our an
ticipated new store openings in existing, new and international
markets, our
anticipated Return on Invested Capital, trends in our operations
and the following:
Strategic and Operational
•
timely and effective implementation of evolving our business m
odel and successful execution of our customer strategy to provid
e a
differentiated and seamless experience across all Nordstrom cha
nnels,
•
our ability to execute and manage the costs of our evolving busi
ness model, including the execution of new supply chain capabil
ities
and enhancement of existing ones, development of applications
for electronic devices, improvement of customer-
facing technologies,
timely delivery of products purchased digitally, enhancement of
inventory management systems, more fluid inventory availabilit
y
between our digital channels and retail stores through our local
market strategy, and greater consistency in marketing strategies,
•
our ability to respond to the business and retail environment, as
well as fashion trends and consumer preferences, including chan
ging
expectations of service and experience in stores and online,
•
our ability to properly balance our investments in existing and n
ew store locations, technology and supply chain facilities, espec
ially our
investments in our Nordstrom Men’s Store NYC and Nordstrom
NYC and our Los Angeles market integration,
•
successful execution of our information technology strategy, inc
luding engagement with third-party service providers,
• our ability to effectively utilize internal and third-
party data in strategic planning and decision making,
•
our ability to maintain or expand our presence, including timely
completion of construction associated with new, relocated and
remodeled stores, and Supply Chain Network facilities, all of w
hich may be impacted by third parties, consumer demand and ot
her
natural or man-made disruptions,
• efficient and proper allocation of our capital resources,
•
effective inventory management processes and systems, fulfillm
ent and supply chain processes and systems, disruptions in our s
upply
chain and our ability to control costs,
•
the impact of any systems or network failures, cybersecurity an
d/or security breaches, including any security breach of our syst
ems or
those of a third-
party provider that results in the theft, transfer or unauthorized
disclosure of customer, employee or Company
information or compliance with information security and privac
y laws and regulations in the event of such an incident,
•
our ability to safeguard our reputation and maintain relationship
s with our vendors and third-party service providers,
•
our ability to maintain relationships with and motivate our empl
oyees and to effectively attract, develop and retain our future le
aders,
•
our ability to realize the expected benefits, respond to potential
risks and appropriately manage costs associated with our progra
m
agreement with TD Bank, N.A. (“TD”),
•
the effectiveness of planned advertising, marketing and promoti
onal campaigns in the highly competitive and promotional retail
industry,
•
market fluctuations, increases in operating costs, exit costs and
overall liabilities and losses associated with owning and leasing
real
estate,
•
potential goodwill impairment charges, future impairment charg
es and fluctuations in the fair values of reporting units or of ass
ets in the
event projected financial results are not achieved within expecte
d time frames,
•
compliance with debt and operating covenants, availability and
cost of credit, changes in our credit rating and changes in intere
st rates,
•
the timing, price, manner and amounts of future share repurchas
es by us, if any, or any share issuances by us,
Economic and External
•
the impact of the seasonal nature of our business and cyclical cu
stomer spending,
•
the impact of economic and market conditions and the resultant
impact on consumer spending and credit patterns,
•
the impact of economic, environmental or political conditions in
the U.S. and countries where our third-party vendors operate,
•
weather conditions, natural disasters, health hazards, national se
curity or other market and supply chain disruptions, including t
he
effects of tariffs, or the prospects of these events and the resulti
ng impact on consumer spending patterns or information technol
ogy
systems and communications,
4
Legal and Regulatory
•
our compliance with applicable domestic and international laws,
regulations and ethical standards, including those related to
employment and tax, information security and privacy, consume
r credit and the outcome of any claims and litigation and resolut
ion of
such matters,
•
the impact of the current regulatory environment and financial s
ystem, health care and tax reforms,
•
the impact of changes in accounting rules and regulations, chan
ges in our interpretation of the rules or regulations, or changes i
n
underlying assumptions, estimates or judgments,
•
the impact of claims, litigation and regulatory investigations, in
cluding those related to information security, privacy and consu
mer credit.
Given these risks, uncertainties and other factors, you should no
t place undue reliance on these forward-
looking statements. Also, these
forward-
looking statements represent our estimates and assumptions onl
y as of the date of this filing. You should read this Annual Repo
rt
on Form 10-
K completely and with the understanding that our actual future r
esults may be materially different from what we expect. We
hereby qualify our forward-
looking statements by these cautionary statements. Except as re
quired by law, we assume no obligation to
update these forward-
looking statements publicly, or to update the reasons actual resu
lts could differ materially from those anticipated in
these forward-
looking statements, even if new information becomes available i
n the future.
All references to “Nordstrom,” “we,” “us,” “our,” or the “Comp
any” mean Nordstrom, Inc. and its subsidiaries.
In addition, statements that “we believe” and similar statements
reflect our beliefs and opinions on the relevant subject. These st
atements are
based upon information available to us as of the filing date of th
is Annual Report on Form 10-
K, and while we believe such information forms
a reasonable basis for such statements, such information may be
limited or incomplete, and our statements should not be read to
indicate
that we have conducted an exhaustive inquiry into, or review of,
all potentially available relevant information. These statements
are inherently
uncertain and investors are cautioned not to unduly rely upon th
ese statements.
Nordstrom, Inc. and subsidiaries 5
PART I
6
Item 1. Business.
DESCRIPTION OF BUSINESS
Founded in 1901 as a retail shoe business in Seattle, Nordstrom
later incorporated in Washington State in 1946 and went on to b
ecome one
of the leading fashion retailers based in the U.S. We aspire to b
e the best fashion retailer in a digital world by remaining focuse
d on our
customers, serving them through our three strategic pillars: prov
iding a compelling product offering, delivering outstanding serv
ices and
experiences and leveraging the strength of the Nordstrom brand.
We offer an extensive selection of high-quality brand-
name and private
label merchandise focused on apparel, shoes, cosmetics and acc
essories. No matter how customers choose to shop, we are com
mitted to
delivering the best possible service, product and experience, inc
luding alterations, dining and styling, to make shopping fun, per
sonalized
and convenient.
We invested early in our omni-
channel capabilities, integrating our operations, merchandising
and technology across our stores and online, in
both our Full-Price and Off-
Price businesses. Today, we have more than 60 combinations in
which merchandise is ordered, fulfilled and
delivered. Though this has enabled us to serve customers in mul
tiple ways, we are focused on providing a seamless experience f
or our
customer across stores and online. As a result of the evolution o
f our operations, our reportable segments have become progressi
vely more
integrated such that, in the first quarter of 2018, we changed our
reportable segments to one reportable segment to align with ho
w
management views the results of our operations. For more infor
mation about our business and our reportable segments, see Item
7:
Management’s Discussion and Analysis of Financial Condition
and Results of Operations and Note 16: Segment Reporting in It
em 8.
As of March 18, 2019, our reportable segment, Retail, includes:
Full-Price
• 115 Nordstrom-branded full-line stores in the U.S.
• six full-line and six Rack stores in Canada
• Full-Price Nordstrom.com website and mobile application
• TrunkClub.com website and six Trunk Club clubhouses
• three Jeffrey boutiques
•
three Nordstrom Local neighborhood hubs (“Nordstrom Local”)
Our Full-Price operating segment integrates Nordstrom full-
line stores and Nordstrom.com to allow us to provide our custo
mers with a
seamless shopping experience. We engage with our customers o
n their terms, blurring the lines between the digital and in-
store experience.
Our customers can pick up online orders in our Nordstrom full-
line stores if inventory is available or it can be shipped to that l
ocation. Full-
Price also includes our full-
line and Rack stores in Canada. We include our Canada operatio
ns in Full-Price as this is how we view and
manage our operations internally. Trunk Club offers personalize
d styling services for men and women, which enables customers
to shop and
try on at home, paying only for what they decide to keep. Custo
mers may also choose to shop using these personalized styling s
ervices in-
person at our clubhouses. We provide customers with the same
quality merchandise available at Nordstrom full-
line stores and online.
Nordstrom Local is a retail concept that is focused on services,
providing customers convenient access to personal stylists, alter
ations, online
orders and more. Trunk Club stylists are able to meet customers
at select full-
line and Nordstrom Local locations. We also leverage the
expertise of our salespeople to enable customers to receive pers
onalized product recommendations on their mobile phones throu
gh our
digital Style Board selling tool. These capabilities allow us to b
etter serve customers across various channels and improve sales
.
Off-Price
• 239 Off-Price Nordstrom Rack stores in the U.S.
• Off-
Price Nordstromrack.com/HauteLook website and mobile applic
ation
• two Last Chance clearance stores
In Off-
Price, Nordstrom Rack and Nordstromrack.com purchase merch
andise primarily from the same vendors carried in our Full-Price
channel and also serve as outlets for clearance merchandise fro
m the Full-
Price channel. Nordstromrack.com/HauteLook offers both a
persistent selection of Off-
Price merchandise, as well as limited-
time flash sale events on fashion and lifestyle brands, and is int
egrated with
a single customer log-
in, shared shopping cart and streamlined checkout process. Nord
stromrack.com combines the technology expertise of
HauteLook with the merchant expertise of Nordstrom Rack.
FISCAL YEAR
We operate on a 52/53-
week fiscal year ending on the Saturday closest to January 31st.
References to 2018 and all years except 2017
within this document are based on a 52-
week fiscal year, while 2017 is based on a 53-week fiscal year.
RETURN POLICY
We have a fair and reasonable approach to returns, handling the
m on a case-by-
case basis with the ultimate objective of making our
customers happy. We have no formal policy on how long we acc
ept returns at our Nordstrom full-
line stores or Nordstrom.com. Our goal is to
take care of our customers, which includes making returns and e
xchanges easy, whether in stores or online, where we offer free
shipping on
purchases and returns. Trunk Club accepts returns within five d
ays of delivery, which are free for the customer if the items are
returned in the
box provided by Trunk Club with the original price tag and pack
aging. Our Nordstrom Rack stores and Nordstromrack.com/Haut
eLook
generally accept returns of apparel, footwear, accessories and H
auteLook home products up to 45 days from the date of purchas
e or date of
shipment with the original price tag and sales receipt. Off-
Price merchandise can be returned by mail or at any Nordstrom
Rack store
location.
SEASONALITY
Our business, like that of other retailers, is subject to seasonal f
luctuations. Our sales are typically higher during our Anniversa
ry Sale in July
and the holidays in the fourth quarter. Our Anniversary Sale shi
fted to the second quarter in 2018 compared with the second and
third
quarters in 2017. Results for any one quarter are not indicative
of the results that may be achieved for a full fiscal year.
LOYALTY PROGRAM
We evolved our customer loyalty program with the launch of Th
e Nordy Club in October 2018, which incorporates a traditional
point system
and the favorite benefits of our previous program, while providi
ng customers exclusive access to products and events, enhanced
services,
personalized experiences and more convenient ways to shop. Cu
stomers accumulate points based on their level of spending and
type of
participation. Upon reaching certain point thresholds, customers
receive Nordstrom Notes (“Notes”), which can be redeemed for
goods or
services offered at Nordstrom full-
line stores, Nordstrom.com, Nordstrom Rack and Nordstromrack
.com/HauteLook. Nordstrom cardmembers
can also earn rewards at Trunk Club. The Nordy Club member b
enefits will vary based on the level of customer spend, and inclu
de Bonus
Points days and shopping and fashion events.
We offer customers access to a variety of payment products and
services, including a selection of Nordstrom-
branded Visa® credit cards in
the U.S. and Canada, as well as a Nordstrom-
branded private label credit card for Nordstrom purchases. Whe
n customers use a Nordstrom-
branded credit or debit card, they also participate in The Nordy
Club and receive additional benefits, which can vary depending
on the level of
spend, including early access to the Anniversary Sale, Nordstro
m to You (an in-
home stylist) and incremental accumulation of points toward
Notes. See Note 3: Credit Card Receivable Transaction in Item
8.
COMPETITIVE CONDITIONS
We operate in a highly competitive business environment. We c
ompete with other international, national, regional and local ret
ailers,
including internet-based businesses, omni-
channel department stores, specialty stores, off-
price stores and boutiques, which may carry
similar lines of merchandise. Our specific competitors vary fro
m market to market. We believe the keys to competing in our in
dustry are what
will always matter most to our customers: providing compelling
product and outstanding service backed by people who care, bo
th digitally
and in stores. This includes serving customers on their terms, by
providing a seamless digital and physical experience, offering c
ompelling,
curated and quality products at multiple price points, and strate
gically partnering with relevant and limited distribution brands,
all in top
markets.
SUPPLY CHAIN NETWORK
Our “Supply Chain Network” consists of:
•
fulfillment centers that process and ship orders to our customers
, located in Cedar Rapids, Iowa; Elizabethtown, Pennsylvania; a
nd San
Bernardino, California,
•
distribution centers that process and ship merchandise to our sto
res and other facilities and
• future Omni-
channel centers that both fulfill customer orders and ship merch
andise to our stores. These will open in 2019 and include
large-scale centers and smaller local hubs (Local Omni-
channel Hub).
We have expanded our Supply Chain Network facilities and enh
anced our inventory management systems to support our omni-
channel
capabilities and provide greater access to merchandise selection
and faster delivery. We select locations and customize inventor
y allocations
to enable merchandise to flow more efficiently and quickly to o
ur customers.
Full-
Price online purchases are primarily shipped to our customers fr
om our Fulfillment Centers but may also be shipped from our N
ordstrom
full-line stores or Omni-channel centers. Full-Price in-
store purchases are primarily fulfilled from that store’s inventor
y, but when inventory is
unavailable at that store, it may also be shipped to our customer
s from our Fulfillment Centers, Omni-
channel centers, or from other
Nordstrom full-line stores. Off-
Price online purchases are shipped to our customers from our Fu
lfillment Centers. Both channels selectively
use vendor dropship to supplement their online offerings, which
are then shipped directly from the vendor to the end customer.
Nordstrom, Inc. and subsidiaries 7
PART I
6
Item 1. Business.
DESCRIPTION OF BUSINESS
Founded in 1901 as a retail shoe business in Seattle, Nordstrom
later incorporated in Washington State in 1946 and went on to b
ecome one
of the leading fashion retailers based in the U.S. We aspire to b
e the best fashion retailer in a digital world by remaining focuse
d on our
customers, serving them through our three strategic pillars: prov
iding a compelling product offering, delivering outstanding serv
ices and
experiences and leveraging the strength of the Nordstrom brand.
We offer an extensive selection of high-quality brand-
name and private
label merchandise focused on apparel, shoes, cosmetics and acc
essories. No matter how customers choose to shop, we are com
mitted to
delivering the best possible service, product and experience, inc
luding alterations, dining and styling, to make shopping fun, per
sonalized
and convenient.
We invested early in our omni-
channel capabilities, integrating our operations, merchandising
and technology across our stores and online, in
both our Full-Price and Off-
Price businesses. Today, we have more than 60 combinations in
which merchandise is ordered, fulfilled and
delivered. Though this has enabled us to serve customers in mul
tiple ways, we are focused on providing a seamless experience f
or our
customer across stores and online. As a result of the evolution o
f our operations, our reportable segments have become progressi
vely more
integrated such that, in the first quarter of 2018, we changed our
reportable segments to one reportable segment to align with ho
w
management views the results of our operations. For more infor
mation about our business and our reportable segments, see Item
7:
Management’s Discussion and Analysis of Financial Condition
and Results of Operations and Note 16: Segment Reporting in It
em 8.
As of March 18, 2019, our reportable segment, Retail, includes:
Full-Price
• 115 Nordstrom-branded full-line stores in the U.S.
• six full-line and six Rack stores in Canada
• Full-Price Nordstrom.com website and mobile application
• TrunkClub.com website and six Trunk Club clubhouses
• three Jeffrey boutiques
•
three Nordstrom Local neighborhood hubs (“Nordstrom Local”)
Our Full-Price operating segment integrates Nordstrom full-
line stores and Nordstrom.com to allow us to provide our custo
mers with a
seamless shopping experience. We engage with our customers o
n their terms, blurring the lines between the digital and in-
store experience.
Our customers can pick up online orders in our Nordstrom full-
line stores if inventory is available or it can be shipped to that l
ocation. Full-
Price also includes our full-
line and Rack stores in Canada. We include our Canada operatio
ns in Full-Price as this is how we view and
manage our operations internally. Trunk Club offers personalize
d styling services for men and women, which enables customers
to shop and
try on at home, paying only for what they decide to keep. Custo
mers may also choose to shop using these personalized styling s
ervices in-
person at our clubhouses. We provide customers with the same
quality merchandise available at Nordstrom full-
line stores and online.
Nordstrom Local is a retail concept that is focused on services,
providing customers convenient access to personal stylists, alter
ations, online
orders and more. Trunk Club stylists are able to meet customers
at select full-
line and Nordstrom Local locations. We also leverage the
expertise of our salespeople to enable customers to receive pers
onalized product recommendations on their mobile phones throu
gh our
digital Style Board selling tool. These capabilities allow us to b
etter serve customers across various channels and improve sales
.
Off-Price
• 239 Off-Price Nordstrom Rack stores in the U.S.
• Off-
Price Nordstromrack.com/HauteLook website and mobile applic
ation
• two Last Chance clearance stores
In Off-
Price, Nordstrom Rack and Nordstromrack.com purchase merch
andise primarily from the same vendors carried in our Full-Price
channel and also serve as outlets for clearance merchandise fro
m the Full-
Price channel. Nordstromrack.com/HauteLook offers both a
persistent selection of Off-
Price merchandise, as well as limited-
time flash sale events on fashion and lifestyle brands, and is int
egrated with
a single customer log-
in, shared shopping cart and streamlined checkout process. Nord
stromrack.com combines the technology expertise of
HauteLook with the merchant expertise of Nordstrom Rack.
FISCAL YEAR
We operate on a 52/53-
week fiscal year ending on the Saturday closest to January 31st.
References to 2018 and all years except 2017
within this document are based on a 52-
week fiscal year, while 2017 is based on a 53-week fiscal year.
RETURN POLICY
We have a fair and reasonable approach to returns, handling the
m on a case-by-
case basis with the ultimate objective of making our
customers happy. We have no formal policy on how long we acc
ept returns at our Nordstrom full-
line stores or Nordstrom.com. Our goal is to
take care of our customers, which includes making returns and e
xchanges easy, whether in stores or online, where we offer free
shipping on
purchases and returns. Trunk Club accepts returns within five d
ays of delivery, which are free for the customer if the items are
returned in the
box provided by Trunk Club with the original price tag and pack
aging. Our Nordstrom Rack stores and Nordstromrack.com/Haut
eLook
generally accept returns of apparel, footwear, accessories and H
auteLook home products up to 45 days from the date of purchas
e or date of
shipment with the original price tag and sales receipt. Off-
Price merchandise can be returned by mail or at any Nordstrom
Rack store
location.
SEASONALITY
Our business, like that of other retailers, is subject to seasonal f
luctuations. Our sales are typically higher during our Anniversa
ry Sale in July
and the holidays in the fourth quarter. Our Anniversary Sale shi
fted to the second quarter in 2018 compared with the second and
third
quarters in 2017. Results for any one quarter are not indicative
of the results that may be achieved for a full fiscal year.
LOYALTY PROGRAM
We evolved our customer loyalty program with the launch of Th
e Nordy Club in October 2018, which incorporates a traditional
point system
and the favorite benefits of our previous program, while providi
ng customers exclusive access to products and events, enhanced
services,
personalized experiences and more convenient ways to shop. Cu
stomers accumulate points based on their level of spending and
type of
participation. Upon reaching certain point thresholds, customers
receive Nordstrom Notes (“Notes”), which can be redeemed for
goods or
services offered at Nordstrom full-
line stores, Nordstrom.com, Nordstrom Rack and Nordstromrack
.com/HauteLook. Nordstrom cardmembers
can also earn rewards at Trunk Club. The Nordy Club member b
enefits will vary based on the level of customer spend, and inclu
de Bonus
Points days and shopping and fashion events.
We offer customers access to a variety of payment products and
services, including a selection of Nordstrom-
branded Visa® credit cards in
the U.S. and Canada, as well as a Nordstrom-
branded private label credit card for Nordstrom purchases. Whe
n customers use a Nordstrom-
branded credit or debit card, they also participate in The Nordy
Club and receive additional benefits, which can vary depending
on the level of
spend, including early access to the Anniversary Sale, Nordstro
m to You (an in-
home stylist) and incremental accumulation of points toward
Notes. See Note 3: Credit Card Receivable Transaction in Item
8.
COMPETITIVE CONDITIONS
We operate in a highly competitive business environment. We c
ompete with other international, national, regional and local ret
ailers,
including internet-based businesses, omni-
channel department stores, specialty stores, off-
price stores and boutiques, which may carry
similar lines of merchandise. Our specific competitors vary fro
m market to market. We believe the keys to competing in our in
dustry are what
will always matter most to our customers: providing compelling
product and outstanding service backed by people who care, bo
th digitally
and in stores. This includes serving customers on their terms, by
providing a seamless digital and physical experience, offering c
ompelling,
curated and quality products at multiple price points, and strate
gically partnering with relevant and limited distribution brands,
all in top
markets.
SUPPLY CHAIN NETWORK
Our “Supply Chain Network” consists of:
•
fulfillment centers that process and ship orders to our customers
, located in Cedar Rapids, Iowa; Elizabethtown, Pennsylvania; a
nd San
Bernardino, California,
•
distribution centers that process and ship merchandise to our sto
res and other facilities and
• future Omni-
channel centers that both fulfill customer orders and ship merch
andise to our stores. These will open in 2019 and include
large-scale centers and smaller local hubs (Local Omni-
channel Hub).
We have expanded our Supply Chain Network facilities and enh
anced our inventory management systems to support our omni-
channel
capabilities and provide greater access to merchandise selection
and faster delivery. We select locations and customize inventor
y allocations
to enable merchandise to flow more efficiently and quickly to o
ur customers.
Full-
Price online purchases are primarily shipped to our customers fr
om our Fulfillment Centers but may also be shipped from our N
ordstrom
full-line stores or Omni-channel centers. Full-Price in-
store purchases are primarily fulfilled from that store’s inventor
y, but when inventory is
unavailable at that store, it may also be shipped to our customer
s from our Fulfillment Centers, Omni-
channel centers, or from other
Nordstrom full-line stores. Off-
Price online purchases are shipped to our customers from our Fu
lfillment Centers. Both channels selectively
use vendor dropship to supplement their online offerings, which
are then shipped directly from the vendor to the end customer.
Nordstrom, Inc. and subsidiaries 7
PART I
6
Item 1. Business.
DESCRIPTION OF BUSINESS
Founded in 1901 as a retail shoe business in Seattle, Nordstrom
later incorporated in Washington State in 1946 and went on to b
ecome one
of the leading fashion retailers based in the U.S. We aspire to b
e the best fashion retailer in a digital world by remaining focuse
d on our
customers, serving them through our three strategic pillars: prov
iding a compelling product offering, delivering outstanding serv
ices and
experiences and leveraging the strength of the Nordstrom brand.
We offer an extensive selection of high-quality brand-
name and private
label merchandise focused on apparel, shoes, cosmetics and acc
essories. No matter how customers choose to shop, we are com
mitted to
delivering the best possible service, product and experience, inc
luding alterations, dining and styling, to make shopping fun, per
sonalized
and convenient.
We invested early in our omni-
channel capabilities, integrating our operations, merchandising
and technology across our stores and online, in
both our Full-Price and Off-
Price businesses. Today, we have more than 60 combinations in
which merchandise is ordered, fulfilled and
delivered. Though this has enabled us to serve customers in mul
tiple ways, we are focused on providing a seamless experience f
or our
customer across stores and online. As a result of the evolution o
f our operations, our reportable segments have become progressi
vely more
integrated such that, in the first quarter of 2018, we changed our
reportable segments to one reportable segment to align with ho
w
management views the results of our operations. For more infor
mation about our business and our reportable segments, see Item
7:
Management’s Discussion and Analysis of Financial Condition
and Results of Operations and Note 16: Segment Reporting in It
em 8.
As of March 18, 2019, our reportable segment, Retail, includes:
Full-Price
• 115 Nordstrom-branded full-line stores in the U.S.
• six full-line and six Rack stores in Canada
• Full-Price Nordstrom.com website and mobile application
• TrunkClub.com website and six Trunk Club clubhouses
• three Jeffrey boutiques
•
three Nordstrom Local neighborhood hubs (“Nordstrom Local”)
Our Full-Price operating segment integrates Nordstrom full-
line stores and Nordstrom.com to allow us to provide our custo
mers with a
seamless shopping experience. We engage with our customers o
n their terms, blurring the lines between the digital and in-
store experience.
Our customers can pick up online orders in our Nordstrom full-
line stores if inventory is available or it can be shipped to that l
ocation. Full-
Price also includes our full-
line and Rack stores in Canada. We include our Canada operatio
ns in Full-Price as this is how we view and
manage our operations internally. Trunk Club offers personalize
d styling services for men and women, which enables customers
to shop and
try on at home, paying only for what they decide to keep. Custo
mers may also choose to shop using these personalized styling s
ervices in-
person at our clubhouses. We provide customers with the same
quality merchandise available at Nordstrom full-
line stores and online.
Nordstrom Local is a retail concept that is focused on services,
providing customers convenient access to personal stylists, alter
ations, online
orders and more. Trunk Club stylists are able to meet customers
at select full-
line and Nordstrom Local locations. We also leverage the
expertise of our salespeople to enable customers to receive pers
onalized product recommendations on their mobile phones throu
gh our
digital Style Board selling tool. These capabilities allow us to b
etter serve customers across various channels and improve sales
.
Off-Price
• 239 Off-Price Nordstrom Rack stores in the U.S.
• Off-
Price Nordstromrack.com/HauteLook website and mobile applic
ation
• two Last Chance clearance stores
In Off-
Price, Nordstrom Rack and Nordstromrack.com purchase merch
andise primarily from the same vendors carried in our Full-Price
channel and also serve as outlets for clearance merchandise fro
m the Full-
Price channel. Nordstromrack.com/HauteLook offers both a
persistent selection of Off-
Price merchandise, as well as limited-
time flash sale events on fashion and lifestyle brands, and is int
egrated with
a single customer log-
in, shared shopping cart and streamlined checkout process. Nord
stromrack.com combines the technology expertise of
HauteLook with the merchant expertise of Nordstrom Rack.
FISCAL YEAR
We operate on a 52/53-
week fiscal year ending on the Saturday closest to January 31st.
References to 2018 and all years except 2017
within this document are based on a 52-
week fiscal year, while 2017 is based on a 53-week fiscal year.
RETURN POLICY
We have a fair and reasonable approach to returns, handling the
m on a case-by-
case basis with the ultimate objective of making our
customers happy. We have no formal policy on how long we acc
ept returns at our Nordstrom full-
line stores or Nordstrom.com. Our goal is to
take care of our customers, which includes making returns and e
xchanges easy, whether in stores or online, where we offer free
shipping on
purchases and returns. Trunk Club accepts returns within five d
ays of delivery, which are free for the customer if the items are
returned in the
box provided by Trunk Club with the original price tag and pack
aging. Our Nordstrom Rack stores and Nordstromrack.com/Haut
eLook
generally accept returns of apparel, footwear, accessories and H
auteLook home products up to 45 days from the date of purchas
e or date of
shipment with the original price tag and sales receipt. Off-
Price merchandise can be returned by mail or at any Nordstrom
Rack store
location.
SEASONALITY
Our business, like that of other retailers, is subject to seasonal f
luctuations. Our sales are typically higher during our Anniversa
ry Sale in July
and the holidays in the fourth quarter. Our Anniversary Sale shi
fted to the second quarter in 2018 compared with the second and
third
quarters in 2017. Results for any one quarter are not indicative
of the results that may be achieved for a full fiscal year.
LOYALTY PROGRAM
We evolved our customer loyalty program with the launch of Th
e Nordy Club in October 2018, which incorporates a traditional
point system
and the favorite benefits of our previous program, while providi
ng customers exclusive access to products and events, enhanced
services,
personalized experiences and more convenient ways to shop. Cu
stomers accumulate points based on their level of spending and
type of
participation. Upon reaching certain point thresholds, customers
receive Nordstrom Notes (“Notes”), which can be redeemed for
goods or
services offered at Nordstrom full-
line stores, Nordstrom.com, Nordstrom Rack and Nordstromrack
.com/HauteLook. Nordstrom cardmembers
can also earn rewards at Trunk Club. The Nordy Club member b
enefits will vary based on the level of customer spend, and inclu
de Bonus
Points days and shopping and fashion events.
We offer customers access to a variety of payment products and
services, including a selection of Nordstrom-
branded Visa® credit cards in
the U.S. and Canada, as well as a Nordstrom-
branded private label credit card for Nordstrom purchases. Whe
n customers use a Nordstrom-
branded credit or debit card, they also participate in The Nordy
Club and receive additional benefits, which can vary depending
on the level of
spend, including early access to the Anniversary Sale, Nordstro
m to You (an in-
home stylist) and incremental accumulation of points toward
Notes. See Note 3: Credit Card Receivable Transaction in Item
8.
COMPETITIVE CONDITIONS
We operate in a highly competitive business environment. We c
ompete with other international, national, regional and local ret
ailers,
including internet-based businesses, omni-
channel department stores, specialty stores, off-
price stores and boutiques, which may carry
similar lines of merchandise. Our specific competitors vary fro
m market to market. We believe the keys to competing in our in
dustry are what
will always matter most to our customers: providing compelling
product and outstanding service backed by people who care, bo
th digitally
and in stores. This includes serving customers on their terms, by
providing a seamless digital and physical experience, offering c
ompelling,
curated and quality products at multiple price points, and strate
gically partnering with relevant and limited distribution brands,
all in top
markets.
SUPPLY CHAIN NETWORK
Our “Supply Chain Network” consists of:
•
fulfillment centers that process and ship orders to our customers
, located in Cedar Rapids, Iowa; Elizabethtown, Pennsylvania; a
nd San
Bernardino, California,
•
distribution centers that process and ship merchandise to our sto
res and other facilities and
• future Omni-
channel centers that both fulfill customer orders and ship merch
andise to our stores. These will open in 2019 and include
large-scale centers and smaller local hubs (Local Omni-
channel Hub).
We have expanded our Supply Chain Network facilities and enh
anced our inventory management systems to support our omni-
channel
capabilities and provide greater access to merchandise selection
and faster delivery. We select locations and customize inventor
y allocations
to enable merchandise to flow more efficiently and quickly to o
ur customers.
Full-
Price online purchases are primarily shipped to our customers fr
om our Fulfillment Centers but may also be shipped from our N
ordstrom
full-line stores or Omni-channel centers. Full-Price in-
store purchases are primarily fulfilled from that store’s inventor
y, but when inventory is
unavailable at that store, it may also be shipped to our customer
s from our Fulfillment Centers, Omni-
channel centers, or from other
Nordstrom full-line stores. Off-
Price online purchases are shipped to our customers from our Fu
lfillment Centers. Both channels selectively
use vendor dropship to supplement their online offerings, which
are then shipped directly from the vendor to the end customer.
Nordstrom, Inc. and subsidiaries 7
PART I
6
Item 1. Business.
DESCRIPTION OF BUSINESS
Founded in 1901 as a retail shoe business in Seattle, Nordstrom
later incorporated in Washington State in 1946 and went on to b
ecome one
of the leading fashion retailers based in the U.S. We aspire to b
e the best fashion retailer in a digital world by remaining focuse
d on our
customers, serving them through our three strategic pillars: prov
iding a compelling product offering, delivering outstanding serv
ices and
experiences and leveraging the strength of the Nordstrom brand.
We offer an extensive selection of high-quality brand-
name and private
label merchandise focused on apparel, shoes, cosmetics and acc
essories. No matter how customers choose to shop, we are com
mitted to
delivering the best possible service, product and experience, inc
luding alterations, dining and styling, to make shopping fun, per
sonalized
and convenient.
We invested early in our omni-
channel capabilities, integrating our operations, merchandising
and technology across our stores and online, in
both our Full-Price and Off-
Price businesses. Today, we have more than 60 combinations in
which merchandise is ordered, fulfilled and
delivered. Though this has enabled us to serve customers in mul
tiple ways, we are focused on providing a seamless experience f
or our
customer across stores and online. As a result of the evolution o
f our operations, our reportable segments have become progressi
vely more
integrated such that, in the first quarter of 2018, we changed our
reportable segments to one reportable segment to align with ho
w
management views the results of our operations. For more infor
mation about our business and our reportable segments, see Item
7:
Management’s Discussion and Analysis of Financial Condition
and Results of Operations and Note 16: Segment Reporting in It
em 8.
As of March 18, 2019, our reportable segment, Retail, includes:
Full-Price
• 115 Nordstrom-branded full-line stores in the U.S.
• six full-line and six Rack stores in Canada
• Full-Price Nordstrom.com website and mobile application
• TrunkClub.com website and six Trunk Club clubhouses
• three Jeffrey boutiques
•
three Nordstrom Local neighborhood hubs (“Nordstrom Local”)
Our Full-Price operating segment integrates Nordstrom full-
line stores and Nordstrom.com to allow us to provide our custo
mers with a
seamless shopping experience. We engage with our customers o
n their terms, blurring the lines between the digital and in-
store experience.
Our customers can pick up online orders in our Nordstrom full-
line stores if inventory is available or it can be shipped to that l
ocation. Full-
Price also includes our full-
line and Rack stores in Canada. We include our Canada operatio
ns in Full-Price as this is how we view and
manage our operations internally. Trunk Club offers personalize
d styling services for men and women, which enables customers
to shop and
try on at home, paying only for what they decide to keep. Custo
mers may also choose to shop using these personalized styling s
ervices in-
person at our clubhouses. We provide customers with the same
quality merchandise available at Nordstrom full-
line stores and online.
Nordstrom Local is a retail concept that is focused on services,
providing customers convenient access to personal stylists, alter
ations, online
orders and more. Trunk Club stylists are able to meet customers
at select full-
line and Nordstrom Local locations. We also leverage the
expertise of our salespeople to enable customers to receive pers
onalized product recommendations on their mobile phones throu
gh our
digital Style Board selling tool. These capabilities allow us to b
etter serve customers across various channels and improve sales
.
Off-Price
• 239 Off-Price Nordstrom Rack stores in the U.S.
• Off-
Price Nordstromrack.com/HauteLook website and mobile applic
ation
• two Last Chance clearance stores
In Off-
Price, Nordstrom Rack and Nordstromrack.com purchase merch
andise primarily from the same vendors carried in our Full-Price
channel and also serve as outlets for clearance merchandise fro
m the Full-
Price channel. Nordstromrack.com/HauteLook offers both a
persistent selection of Off-
Price merchandise, as well as limited-
time flash sale events on fashion and lifestyle brands, and is int
egrated with
a single customer log-
in, shared shopping cart and streamlined checkout process. Nord
stromrack.com combines the technology expertise of
HauteLook with the merchant expertise of Nordstrom Rack.
FISCAL YEAR
We operate on a 52/53-
week fiscal year ending on the Saturday closest to January 31st.
References to 2018 and all years except 2017
within this document are based on a 52-
week fiscal year, while 2017 is based on a 53-week fiscal year.
RETURN POLICY
We have a fair and reasonable approach to returns, handling the
m on a case-by-
case basis with the ultimate objective of making our
customers happy. We have no formal policy on how long we acc
ept returns at our Nordstrom full-
line stores or Nordstrom.com. Our goal is to
take care of our customers, which includes making returns and e
xchanges easy, whether in stores or online, where we offer free
shipping on
purchases and returns. Trunk Club accepts returns within five d
ays of delivery, which are free for the customer if the items are
returned in the
box provided by Trunk Club with the original price tag and pack
aging. Our Nordstrom Rack stores and Nordstromrack.com/Haut
eLook
generally accept returns of apparel, footwear, accessories and H
auteLook home products up to 45 days from the date of purchas
e or date of
shipment with the original price tag and sales receipt. Off-
Price merchandise can be returned by mail or at any Nordstrom
Rack store
location.
SEASONALITY
Our business, like that of other retailers, is subject to seasonal f
luctuations. Our sales are typically higher during our Anniversa
ry Sale in July
and the holidays in the fourth quarter. Our Anniversary Sale shi
fted to the second quarter in 2018 compared with the second and
third
quarters in 2017. Results for any one quarter are not indicative
of the results that may be achieved for a full fiscal year.
LOYALTY PROGRAM
We evolved our customer loyalty program with the launch of Th
e Nordy Club in October 2018, which incorporates a traditional
point system
and the favorite benefits of our previous program, while providi
ng customers exclusive access to products and events, enhanced
services,
personalized experiences and more convenient ways to shop. Cu
stomers accumulate points based on their level of spending and
type of
participation. Upon reaching certain point thresholds, customers
receive Nordstrom Notes (“Notes”), which can be redeemed for
goods or
services offered at Nordstrom full-
line stores, Nordstrom.com, Nordstrom Rack and Nordstromrack
.com/HauteLook. Nordstrom cardmembers
can also earn rewards at Trunk Club. The Nordy Club member b
enefits will vary based on the level of customer spend, and inclu
de Bonus
Points days and shopping and fashion events.
We offer customers access to a variety of payment products and
services, including a selection of Nordstrom-
branded Visa® credit cards in
the U.S. and Canada, as well as a Nordstrom-
branded private label credit card for Nordstrom purchases. Whe
n customers use a Nordstrom-
branded credit or debit card, they also participate in The Nordy
Club and receive additional benefits, which can vary depending
on the level of
spend, including early access to the Anniversary Sale, Nordstro
m to You (an in-
home stylist) and incremental accumulation of points toward
Notes. See Note 3: Credit Card Receivable Transaction in Item
8.
COMPETITIVE CONDITIONS
We operate in a highly competitive business environment. We c
ompete with other international, national, regional and local ret
ailers,
including internet-based businesses, omni-
channel department stores, specialty stores, off-
price stores and boutiques, which may carry
similar lines of merchandise. Our specific competitors vary fro
m market to market. We believe the keys to competing in our in
dustry are what
will always matter most to our customers: providing compelling
product and outstanding service backed by people who care, bo
th digitally
and in stores. This includes serving customers on their terms, by
providing a seamless digital and physical experience, offering c
ompelling,
curated and quality products at multiple price points, and strate
gically partnering with relevant and limited distribution brands,
all in top
markets.
SUPPLY CHAIN NETWORK
Our “Supply Chain Network” consists of:
•
fulfillment centers that process and ship orders to our customers
, located in Cedar Rapids, Iowa; Elizabethtown, Pennsylvania; a
nd San
Bernardino, California,
•
distribution centers that process and ship merchandise to our sto
res and other facilities and
• future Omni-
channel centers that both fulfill customer orders and ship merch
andise to our stores. These will open in 2019 and include
large-scale centers and smaller local hubs (Local Omni-
channel Hub).
We have expanded our Supply Chain Network facilities and enh
anced our inventory management systems to support our omni-
channel
capabilities and provide greater access to merchandise selection
and faster delivery. We select locations and customize inventor
y allocations
to enable merchandise to flow more efficiently and quickly to o
ur customers.
Full-
Price online purchases are primarily shipped to our customers fr
om our Fulfillment Centers but may also be shipped from our N
ordstrom
full-line stores or Omni-channel centers. Full-Price in-
store purchases are primarily fulfilled from that store’s inventor
y, but when inventory is
unavailable at that store, it may also be shipped to our customer
s from our Fulfillment Centers, Omni-
channel centers, or from other
Nordstrom full-line stores. Off-
Price online purchases are shipped to our customers from our Fu
lfillment Centers. Both channels selectively
use vendor dropship to supplement their online offerings, which
are then shipped directly from the vendor to the end customer.
Nordstrom, Inc. and subsidiaries 7
Our first large-scale Omni-
channel center in Riverside, California will open in late 2019 an
d will initially support our Full-Price customers in
the West Coast region. Off-
Price inventory and fulfillment will be added to this facility in t
he future. We also plan to open a smaller Local
Omni-
channel Hub in Torrance, California in 2019, which will support
the greater Los Angeles market as part of our new local market
strategy
and will have highly customized inventory that serves the specia
lized needs of that market.
INVENTORY
We plan our merchandise purchases and receipts to coincide wit
h expected sales trends. For instance, our merchandise purchase
s and
receipts increase prior to our Anniversary Sale, which has histor
ically extended over the last two weeks of July. We also purcha
se and
receive a larger amount of merchandise in the fall as we prepare
for the holiday shopping season (from late November through
December).
At Nordstrom Rack, we also invest in pack and hold inventory,
which involves the strategic purchase of merchandise from some
of our top
Full-
Price brands in advance of the upcoming selling seasons, to take
advantage of favorable buying opportunities. This inventory is
typically
held for six months on average.
In order to offer merchandise that our customers want, we purch
ase from a wide variety of high-
quality domestic and foreign suppliers. We
also have arrangements with agents and contract manufacturers t
o produce our private label merchandise. We expect our supplier
s to meet
our “Nordstrom Partnership Guidelines,” which address our cor
porate social responsibility standards for matters such as legal a
nd regulatory
compliance, labor, health and safety and the environment. This i
s available on our website at Nordstrom.com.
EMPLOYEES
During 2018, we employed approximately 71,000 employees on
a full- or part-
time basis. Due to the seasonal nature of our business,
employment increased to approximately 76,000 employees in Ju
ly 2018 and 74,000 in December 2018. All of our employees are
non-union.
We believe our relationship with our employees is good.
TRADEMARKS
Our most notable trademarks include Nordstrom, Nordstrom Rac
k, HauteLook, Trunk Club, Halogen, BP., Caslon, Zella, Leith,
1901,
Treasure & Bond, Tucker+Tate and 14th & Union. Each of our t
rademarks is renewable indefinitely, provided that it is still use
d in commerce
at the time of the renewal.
SEC FILINGS
We file annual, quarterly and current reports, proxy statements
and other documents with the Securities and Exchange Commiss
ion (“SEC”).
The SEC maintains a website at www.sec.gov that contains repo
rts, proxy and information statements, and other information reg
arding
issuers that file with the SEC.
WEBSITE ACCESS
Our website address is Nordstrom.com. Our annual and quarterl
y reports on Form 10-K and Form 10-
Q (including related filings in
eXtensible Business Reporting Language (“XBRL”) format), cur
rent reports on Form 8-
K, proxy statements, our executives’ statements of
changes in beneficial ownership of securities on Form 4 and am
endments to those reports filed or furnished pursuant to Section
13(a) or 15
(d) of the Securities Exchange Act of 1934, as amended (the “E
xchange Act”) are available for free on or through our website a
s soon as
reasonably practicable after we electronically file the report wit
h or furnish it to the SEC. Interested parties may also access a
webcast of
quarterly earnings conference calls and other financial events th
rough our website.
CORPORATE GOVERNANCE
We have a long-
standing commitment to upholding a high level of ethical standa
rds. In addition, as the listing standards of the New York
Stock Exchange (“NYSE”) and the rules of the SEC require, we
have adopted Codes of Business Conduct and Ethics for our emp
loyees,
officers and directors (“Codes of Ethics”) and Corporate Govern
ance Guidelines. Our Codes of Ethics, Corporate Governance G
uidelines
and Committee Charters for the Audit and Finance, Compensati
on, Corporate Governance and Nominating, and Technology Co
mmittees are
posted on our website. Any amendments to these documents, or
waivers of the requirements they contain, will also be available
on our
website.
For printed versions of these items or any other inquiries, pleas
e contact:
Nordstrom Investor Relations
1700 Seventh Avenue, Suite 1500
Seattle, Washington 98101
(206) 303-3200
[email protected]
8
Item 1A. Risk Factors.
Our business faces many risks. We believe the risks described b
elow outline the items of most concern to us. In evaluating Nord
strom and
our business, you should carefully consider the following factor
s, in addition to the other information in this Annual Report on
Form 10-K.
Before you buy our common stock or invest in our debt, you sho
uld know that making such an investment involves risks includi
ng, but not
limited to, the risks described below. Any one of the following r
isks could harm our business, financial condition, results of ope
rations, or
reputation, which could cause our stock price to decline or a def
ault on our debt payments, and you may lose all or a part of you
r investment.
Additional risks, trends and uncertainties not presently known t
o us or that we currently believe are immaterial may also harm
our business,
financial condition, results of operations or reputation.
RISKS DUE TO STRATEGIC AND OPERATIONAL FACTORS
Our inability to successfully execute our customer strategy or
evolve our business model could negatively impact our business
and future profitability and growth.
The retail environment is rapidly evolving with customer shoppi
ng preferences continuing to shift to digital channels. Computer
s and mobile
electronic devices allow customers to browse and transact anyw
here and anytime. In this changing landscape, we continue to fo
cus on better
serving our customers through our three strategic pillars: provid
ing a compelling product offering, delivering exceptional servic
es and
experiences, and leveraging the strength of the Nordstrom brand
. Our customer strategy focuses on providing a differentiated an
d seamless
experience in a digital world across all Nordstrom channels, inc
luding mobile and social channels. Our “One Nordstrom” model
, in which
engagement across our four boxes of Full-Price, Off-
Price, Stores and Digital encourages more visits and more spend
, allows for our
company as a whole to be greater than the sum of the parts. Our
local market strategy is an example of this where we bring all of
our assets
together in one market to serve customers when, where and how
they want by connecting physical and digital assets.
Our focus on the customer will require us to execute new supply
chain capabilities and enhance existing ones, develop applicati
ons for
electronic devices, improve customer-
facing technology, deliver digitally purchased products timely,
enhance inventory management
systems, allow greater and more fluid inventory availability bet
ween digital and retail locations through our local market strate
gy, and create
greater consistency in marketing strategies. In addition, these st
rategies will require further expansion and reliance on data scie
nce and
analytics across all our channels. This business model has a hig
h variable cost structure driven by fulfillment and marketing cos
ts and will
continue to require investments in cross-
channel operations and supporting technologies.
With the accelerated pace of change in the retail environment, w
e may not be able to meet our customers’ changing expectations
of how
they shop in stores or through digital experiences. If we do not
successfully implement our customer strategy, including our loc
al market
strategy, or expand our digital and supply chain initiatives, or d
o not seamlessly integrate or maintain them properly, we may fa
ll short of our
customer’s expectations, impacting our brand, reputation, profit
ability and growth. In addition, if customers shift to digital chan
nels at a
different pace than we anticipate, we may need to quickly modif
y our initiatives and investments, which may adversely impact o
ur profitability
and harm our competitive position. We also may not gather accu
rate and relevant data or effectively utilize that data, which may
impact our
strategic planning, marketing and loyalty programs and our over
all decision making.
Our business could suffer if we do not appropriately assess and
react to competitive market forces and changes in customer
behavior.
We compete with other international, national, regional and loca
l retailers, including internet-based businesses, omni-
channel department
stores, specialty stores, off-
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Sheet1Most Likely ScenarioSahvelet, Sehmus Sahvelet, Sehmus
Sheet1Most Likely ScenarioSahvelet, Sehmus Sahvelet, Sehmus
Sheet1Most Likely ScenarioSahvelet, Sehmus Sahvelet, Sehmus
Sheet1Most Likely ScenarioSahvelet, Sehmus Sahvelet, Sehmus
Sheet1Most Likely ScenarioSahvelet, Sehmus Sahvelet, Sehmus
Sheet1Most Likely ScenarioSahvelet, Sehmus Sahvelet, Sehmus
Sheet1Most Likely ScenarioSahvelet, Sehmus Sahvelet, Sehmus
Sheet1Most Likely ScenarioSahvelet, Sehmus Sahvelet, Sehmus
Sheet1Most Likely ScenarioSahvelet, Sehmus Sahvelet, Sehmus
Sheet1Most Likely ScenarioSahvelet, Sehmus Sahvelet, Sehmus
Sheet1Most Likely ScenarioSahvelet, Sehmus Sahvelet, Sehmus
Sheet1Most Likely ScenarioSahvelet, Sehmus Sahvelet, Sehmus
Sheet1Most Likely ScenarioSahvelet, Sehmus Sahvelet, Sehmus
Sheet1Most Likely ScenarioSahvelet, Sehmus Sahvelet, Sehmus
Sheet1Most Likely ScenarioSahvelet, Sehmus Sahvelet, Sehmus
Sheet1Most Likely ScenarioSahvelet, Sehmus Sahvelet, Sehmus
Sheet1Most Likely ScenarioSahvelet, Sehmus Sahvelet, Sehmus
Sheet1Most Likely ScenarioSahvelet, Sehmus Sahvelet, Sehmus
Sheet1Most Likely ScenarioSahvelet, Sehmus Sahvelet, Sehmus
Sheet1Most Likely ScenarioSahvelet, Sehmus Sahvelet, Sehmus
Sheet1Most Likely ScenarioSahvelet, Sehmus Sahvelet, Sehmus
Sheet1Most Likely ScenarioSahvelet, Sehmus Sahvelet, Sehmus
Sheet1Most Likely ScenarioSahvelet, Sehmus Sahvelet, Sehmus
Sheet1Most Likely ScenarioSahvelet, Sehmus Sahvelet, Sehmus
Sheet1Most Likely ScenarioSahvelet, Sehmus Sahvelet, Sehmus
Sheet1Most Likely ScenarioSahvelet, Sehmus Sahvelet, Sehmus
Sheet1Most Likely ScenarioSahvelet, Sehmus Sahvelet, Sehmus
Sheet1Most Likely ScenarioSahvelet, Sehmus Sahvelet, Sehmus
Sheet1Most Likely ScenarioSahvelet, Sehmus Sahvelet, Sehmus
Sheet1Most Likely ScenarioSahvelet, Sehmus Sahvelet, Sehmus
Sheet1Most Likely ScenarioSahvelet, Sehmus Sahvelet, Sehmus
Sheet1Most Likely ScenarioSahvelet, Sehmus Sahvelet, Sehmus
Sheet1Most Likely ScenarioSahvelet, Sehmus Sahvelet, Sehmus
Sheet1Most Likely ScenarioSahvelet, Sehmus Sahvelet, Sehmus
Sheet1Most Likely ScenarioSahvelet, Sehmus Sahvelet, Sehmus
Sheet1Most Likely ScenarioSahvelet, Sehmus Sahvelet, Sehmus
Sheet1Most Likely ScenarioSahvelet, Sehmus Sahvelet, Sehmus
Sheet1Most Likely ScenarioSahvelet, Sehmus Sahvelet, Sehmus
Sheet1Most Likely ScenarioSahvelet, Sehmus Sahvelet, Sehmus
Sheet1Most Likely ScenarioSahvelet, Sehmus Sahvelet, Sehmus
Sheet1Most Likely ScenarioSahvelet, Sehmus Sahvelet, Sehmus
Sheet1Most Likely ScenarioSahvelet, Sehmus Sahvelet, Sehmus
Sheet1Most Likely ScenarioSahvelet, Sehmus Sahvelet, Sehmus
Sheet1Most Likely ScenarioSahvelet, Sehmus Sahvelet, Sehmus
Sheet1Most Likely ScenarioSahvelet, Sehmus Sahvelet, Sehmus
Sheet1Most Likely ScenarioSahvelet, Sehmus Sahvelet, Sehmus
Sheet1Most Likely ScenarioSahvelet, Sehmus Sahvelet, Sehmus
Sheet1Most Likely ScenarioSahvelet, Sehmus Sahvelet, Sehmus
Sheet1Most Likely ScenarioSahvelet, Sehmus Sahvelet, Sehmus
Sheet1Most Likely ScenarioSahvelet, Sehmus Sahvelet, Sehmus
Sheet1Most Likely ScenarioSahvelet, Sehmus Sahvelet, Sehmus
Sheet1Most Likely ScenarioSahvelet, Sehmus Sahvelet, Sehmus
Sheet1Most Likely ScenarioSahvelet, Sehmus Sahvelet, Sehmus
Sheet1Most Likely ScenarioSahvelet, Sehmus Sahvelet, Sehmus
Sheet1Most Likely ScenarioSahvelet, Sehmus Sahvelet, Sehmus
Sheet1Most Likely ScenarioSahvelet, Sehmus Sahvelet, Sehmus
Sheet1Most Likely ScenarioSahvelet, Sehmus Sahvelet, Sehmus
Sheet1Most Likely ScenarioSahvelet, Sehmus Sahvelet, Sehmus
Sheet1Most Likely ScenarioSahvelet, Sehmus Sahvelet, Sehmus

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Sheet1Most Likely ScenarioSahvelet, Sehmus Sahvelet, Sehmus

  • 1. Sheet1Most Likely Scenario Sahvelet, Sehmus: Sahvelet, Sehmus: Not:In the Most likely scenario, it is assumed that income and expense will increase according to the average of past years. Best Case Sahvelet, Sehmus: Sahvelet, Sehmus: The best case scenario is aimed at increasing the income compared to the previous years and decreasing the cost. The reason for this is that one of the important competitors leaves the market and the cost of internet sales is lower than normal sales. The rate of increase in Income tax expencese has been determined according to the company's income tax rate in the past years. Sahvelet, Sehmus: Sahvelet, Sehmus: Not:In the Most likely scenario, it is assumed that income and expense will increase according to the average of past years. Fiscal Year201620172018201920202021Fiscal Year201620172018201920202021Net Sales14,49815,13715,48016,04916,54217,101Net Sales14,49815,13715,48016,20416,94517,898Credit Card Revenues, Net259341380394406420Credit Card Revenues, Net259341380398416439Total Revenues14,75715,47815,86016,44316,94817,520Total Revenues14,75715,47815,86016,60217,36118,337Total Revenue increase by percantage -4.9%2.5%3.7%3.1%3.4%Total Revenue increase by percantage -4.9%2.5%4.7%4.6%5.6%Cost of Sales and related buying and Occupancy Cost9,4409,89010,15510,51510,84811,199Cost of Sales and related buying and Occupancy Cost9,4409,89010,15510,46410,71810,950Selling, general and
  • 2. administrative (“SG&A”) expenses 4,3154,6624,8685,0415,2005,369Selling, general and administrative (“SG&A”) expenses 4,3154,6624,8685,0165,1385,249Goodwill Impairment19700000Goodwill Impairment19700000Earnings before interest and income taxes (“EBIT”) 805926837888901952Earnings before interest and income taxes (“EBIT”) 8059268371,1211,5052,138Interest expense, net121136104108111115Interest expense, net121136104107110112Earning before income taxes684790733780790837Earning before income taxes6847907331,0141,3952,026Total cost increase by percentage except income tax expense- 4.2%2.9%3.4%3.1%3.1%Total cost increase by percentage except income tax expense-4.2%2.9%3.0%2.4%2.1%Income tax expense 330353169175181186Income tax expense 330353169406488608Net earnings 354437564605609651Net earnings 3544375646099071,418Profit Margin2.40%2.82%3.56%3.77%3.68%3.81%Profit Margin2.40%2.82%3.56%3.76%5.35%7.92%identify the assumptions1)You can see market share of the leading department store in the United states on the graph. As you can see on the graph Sears's market share is 7% in United States. They close their 96 stores, which makes 182 of the total stores all around the US. My first assumption is that the total market share of Sears, which will close one-third of its stores, is also reduced by one-third their all sales. This means their market share, which is 7%, will drop to 4.69%. 2.31% will be shared equally by other companies. For this reason, every company on the chart will increase their sales by 0.33%.2)There is a serious increase in Nordstrom's digital sales. The digital sales of the company, which showed a 20% increase in 2017, increased 23% in 2018 digital sales. While digital sales accounted for 29% of the company's total sales in 2017, this rate reached 34% in 2018. In these years, when Internet sales have increased significantly, Nordstom will increase its digital sales again
  • 3. compared to last year. For this reason, digital sales of Nordstormun are expected to increase by 33%, which accounts for 37% of total digital sales. The biggest benefit of digital sales to the company is to reduce costs. The company has 379 stores and 74,000 employees. This constitutes a very important part of the company's costs. Increasing the digital sales of the company in the coming years means decreasing the number of stores and the number of employees.Referanceshttps://www.businessinsider.com/sears-to- close-96-more-stores-kmart-list-sears-transformco-2019- 11https://www.forbes.com/sites/walterloeb/2018/08/20/nordstro m-digital-growth-is-enormous-and-will-grow- further/#5aecc0b95d0bhttps://www.google.com/search?safe=acti ve&client=safari&rls=en&sxsrf=ACYBGNRhplBef42ic- vodcRsEnPs7wtZjg%3A1580367081541&ei=6XwyXp3NIKSqyt MPoL2pgAQ&q=how+many+employees+does+nordstrom+have &oq=how+many+em+does+nordstrom+have&gs_l=psy- ab.1.0.0i7i30l4.5206.5493..6566...0.4..0.113.206.1j1......0....1..g ws- wiz.......0i71.sYtrrEB2Jl0https://shop.nordstrom.com/c/about- ushttps://www.statista.com/statistics/1057374/department-store- retailers-market-share-united- states/https://www.businessinsider.com/sears-to-close-96-more- stores-kmart-list-sears-transformco-2019- 11https://www.statista.com/statistics/1057374/department-store- retailers-market-share-united- states/https://shop.nordstrom.com/c/about-us UNITED STATES SECURITIES AND EXCHANGE COMMISSION
  • 4. 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 February 2, 2019 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 (I.R.S. 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
  • 5. 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 re ports 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 re ports required to be filed by Section 13 or 15(d) of the Securitie s 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 ele ctronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S- T during the preceding 12 months (or for such shorter period tha t the registrant was required to submit such files). YES þ NO ¨ Indicate by check mark if disclosure of delinquent filers pursua nt 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 pr oxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ Indicate by check mark whether the registrant is a large accelera ted filer, an accelerated filer, a non- accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “ large accelerated filer,” “accelerated filer,” “smaller reporting c
  • 6. ompany,” and “emerging growth company” in Rule 12b- 2 of the Exchange Act. Large accelerated filer þ Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company ¨ Emerging growth company ¨ If an emerging growth company, indicate by check mark if the r egistrant has elected not to use the extended transition period fo r complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ Indicate by check mark whether the registrant is a shell compan y (as defined in Rule 12b-2 of the Act). YES ¨ NO þ As of August 3, 2018 the aggregate market value of the Registra nt’s voting and non-voting stock held by non- affiliates of the Registrant was approximately $6.6 billion using the closing sales price on that day of $50.58. On March 11, 2019, 155,002,755 shares of comm on stock were outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Proxy Statement for the 2019 Annual Meeting of Shareholders scheduled to be held on May 23, 2019 are incorpo rated into Part III. Nordstrom, Inc. and subsidiaries 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K
  • 7. (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended February 2, 2019 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 (I.R.S. 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
  • 8. 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 re ports 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 re ports required to be filed by Section 13 or 15(d) of the Securitie s 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 ele ctronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S- T during the preceding 12 months (or for such shorter period tha t the registrant was required to submit such files). YES þ NO ¨ Indicate by check mark if disclosure of delinquent filers pursua nt 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 pr oxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ Indicate by check mark whether the registrant is a large accelera ted filer, an accelerated filer, a non- accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “ large accelerated filer,” “accelerated filer,” “smaller reporting c ompany,” and “emerging growth company” in Rule 12b- 2 of the Exchange Act.
  • 9. Large accelerated filer þ Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company ¨ Emerging growth company ¨ If an emerging growth company, indicate by check mark if the r egistrant has elected not to use the extended transition period fo r complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ Indicate by check mark whether the registrant is a shell compan y (as defined in Rule 12b-2 of the Act). YES ¨ NO þ As of August 3, 2018 the aggregate market value of the Registra nt’s voting and non-voting stock held by non- affiliates of the Registrant was approximately $6.6 billion using the closing sales price on that day of $50.58. On March 11, 2019, 155,002,755 shares of comm on stock were outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Proxy Statement for the 2019 Annual Meeting of Shareholders scheduled to be held on May 23, 2019 are incorpo rated into Part III. Nordstrom, Inc. and subsidiaries 1 [This page intentionally left blank.] TABLE OF CONTENTS Page Forward-Looking Statements 4
  • 10. PART I Item 1. Business. 6 Item 1A. Risk Factors. 9 Item 1B. Unresolved Staff Comments. 14 Item 2. Properties. 14 Item 3. Legal Proceedings. 16 Item 4. Mine Safety Disclosures. 16 PART II Item 5. Market for Registrant’s Common Equity, Related Shareholder M atters and Issuer Purchases of Equity Securities. 17 Item 6. Selected Financial Data. 19 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. 20 Item 7A. Quantitative and Qualitative Disclosures About Market Risk. 34 Item 8. Financial Statements and Supplementary Data. 35 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. 63 Item 9A. Controls and Procedures. 63 Item 9B. Other Information. 65 PART III Item 10. Directors, Executive Officers and Corporate Governance. 65 Item 11. Executive Compensation. 65 Item 12. Security Ownership of Certain Beneficial Owners and Managem ent and Related Shareholder Matters. 65 Item 13. Certain Relationships and Related Transactions, and Director In dependence. 65
  • 11. Item 14. Principal Accounting Fees and Services. 65 PART IV Item 15. Exhibits, Financial Statement Schedules. 66 Exhibit Index 67 Signatures 72 Consent of Independent Registered Public Accounting Fi rm 73 Nordstrom, Inc. and subsidiaries 3 TABLE OF CONTENTS Page Forward-Looking Statements 4 PART I Item 1. Business. 6 Item 1A. Risk Factors. 9 Item 1B. Unresolved Staff Comments. 14 Item 2. Properties. 14 Item 3. Legal Proceedings. 16 Item 4. Mine Safety Disclosures. 16 PART II Item 5. Market for Registrant’s Common Equity, Related Shareholder M atters and Issuer Purchases of Equity Securities. 17 Item 6. Selected Financial Data. 19 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. 20 Item 7A. Quantitative and Qualitative Disclosures About Market Risk. 34 Item 8. Financial Statements and Supplementary Data. 35 Item 9.
  • 12. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. 63 Item 9A. Controls and Procedures. 63 Item 9B. Other Information. 65 PART III Item 10. Directors, Executive Officers and Corporate Governance. 65 Item 11. Executive Compensation. 65 Item 12. Security Ownership of Certain Beneficial Owners and Managem ent and Related Shareholder Matters. 65 Item 13. Certain Relationships and Related Transactions, and Director In dependence. 65 Item 14. Principal Accounting Fees and Services. 65 PART IV Item 15. Exhibits, Financial Statement Schedules. 66 Exhibit Index 67 Signatures 72 Consent of Independent Registered Public Accounting Firm 73 Nordstrom, Inc. and subsidiaries 3 [This page intentionally left blank.] TABLE OF CONTENTS Page Forward-Looking Statements 4 PART I
  • 13. Item 1. Business. 6 Item 1A. Risk Factors. 9 Item 1B. Unresolved Staff Comments. 14 Item 2. Properties. 14 Item 3. Legal Proceedings. 16 Item 4. Mine Safety Disclosures. 16 PART II Item 5. Market for Registrant’s Common Equity, Related Shareholder M atters and Issuer Purchases of Equity Securities. 17 Item 6. Selected Financial Data. 19 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. 20 Item 7A. Quantitative and Qualitative Disclosures About Market Risk. 34 Item 8. Financial Statements and Supplementary Data. 35 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. 63 Item 9A. Controls and Procedures. 63 Item 9B. Other Information. 65 PART III Item 10. Directors, Executive Officers and Corporate Governance. 65 Item 11. Executive Compensation. 65 Item 12. Security Ownership of Certain Beneficial Owners and Managem ent and Related Shareholder Matters. 65 Item 13. Certain Relationships and Related Transactions, and Director In dependence. 65 Item 14. Principal Accounting Fees and Services. 65
  • 14. PART IV Item 15. Exhibits, Financial Statement Schedules. 66 Exhibit Index 67 Signatures 72 Consent of Independent Registered Public Accounting Firm 73 Nordstrom, Inc. and subsidiaries 3 TABLE OF CONTENTS Page Forward-Looking Statements 4 PART I Item 1. Business. 6 Item 1A. Risk Factors. 9 Item 1B. Unresolved Staff Comments. 14 Item 2. Properties. 14 Item 3. Legal Proceedings. 16 Item 4. Mine Safety Disclosures. 16 PART II Item 5. Market for Registrant’s Common Equity, Related Shareholder M atters and Issuer Purchases of Equity Securities. 17 Item 6. Selected Financial Data. 19 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. 20 Item 7A. Quantitative and Qualitative Disclosures About Market Risk. 34 Item 8. Financial Statements and Supplementary Data. 35 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. 63
  • 15. Item 9A. Controls and Procedures. 63 Item 9B. Other Information. 65 PART III Item 10. Directors, Executive Officers and Corporate Governance. 65 Item 11. Executive Compensation. 65 Item 12. Security Ownership of Certain Beneficial Owners and Managem ent and Related Shareholder Matters. 65 Item 13. Certain Relationships and Related Transactions, and Director In dependence. 65 Item 14. Principal Accounting Fees and Services. 65 PART IV Item 15. Exhibits, Financial Statement Schedules. 66 Exhibit Index 67 Signatures 72 Consent of Independent Registered Public Accounting Firm 73 Nordstrom, Inc. and subsidiaries 3 FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K contains forward- looking statements within the meaning of Section 27A of the Se curities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 19 34, as amended, which are subject to the “safe harbor” created b y those sections. Forward- looking statements are based on our management’s beliefs and a ssumptions and on information currently available to our
  • 16. management. In some cases, you can identify forward- looking statements by terms such as “may,” “will,” “should,” “c ould,” “goal,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “project,” “predict,” “potential,” “pursue,” “going forward,” and similar e xpressions intended to identify forward- looking statements. These statements involve known and unkno wn risks, uncertainties and other factors, which may cause our actual results, performance, time frames or achievements to be materially different from any future results, performance, tim e frames or achievements expressed or implied by the forward- looking statements. We discuss many of these risks, uncertaintie s and other factors in this Annual Report on Form 10- K in Item 1A: Risk Factors, including, but not limited to, our an ticipated financial outlook for the fiscal year ending February 1, 2020, our anticipated annual total sales rates, our an ticipated new store openings in existing, new and international markets, our anticipated Return on Invested Capital, trends in our operations and the following: Strategic and Operational • timely and effective implementation of evolving our business m odel and successful execution of our customer strategy to provid e a differentiated and seamless experience across all Nordstrom cha nnels, • our ability to execute and manage the costs of our evolving busi ness model, including the execution of new supply chain capabil ities
  • 17. and enhancement of existing ones, development of applications for electronic devices, improvement of customer- facing technologies, timely delivery of products purchased digitally, enhancement of inventory management systems, more fluid inventory availabilit y between our digital channels and retail stores through our local market strategy, and greater consistency in marketing strategies, • our ability to respond to the business and retail environment, as well as fashion trends and consumer preferences, including chan ging expectations of service and experience in stores and online, • our ability to properly balance our investments in existing and n ew store locations, technology and supply chain facilities, espec ially our investments in our Nordstrom Men’s Store NYC and Nordstrom NYC and our Los Angeles market integration, • successful execution of our information technology strategy, inc luding engagement with third-party service providers, • our ability to effectively utilize internal and third- party data in strategic planning and decision making, • our ability to maintain or expand our presence, including timely completion of construction associated with new, relocated and remodeled stores, and Supply Chain Network facilities, all of w hich may be impacted by third parties, consumer demand and ot her natural or man-made disruptions, • efficient and proper allocation of our capital resources,
  • 18. • effective inventory management processes and systems, fulfillm ent and supply chain processes and systems, disruptions in our s upply chain and our ability to control costs, • the impact of any systems or network failures, cybersecurity an d/or security breaches, including any security breach of our syst ems or those of a third- party provider that results in the theft, transfer or unauthorized disclosure of customer, employee or Company information or compliance with information security and privac y laws and regulations in the event of such an incident, • our ability to safeguard our reputation and maintain relationship s with our vendors and third-party service providers, • our ability to maintain relationships with and motivate our empl oyees and to effectively attract, develop and retain our future le aders, • our ability to realize the expected benefits, respond to potential risks and appropriately manage costs associated with our progra m agreement with TD Bank, N.A. (“TD”), • the effectiveness of planned advertising, marketing and promoti onal campaigns in the highly competitive and promotional retail industry, • market fluctuations, increases in operating costs, exit costs and overall liabilities and losses associated with owning and leasing
  • 19. real estate, • potential goodwill impairment charges, future impairment charg es and fluctuations in the fair values of reporting units or of ass ets in the event projected financial results are not achieved within expecte d time frames, • compliance with debt and operating covenants, availability and cost of credit, changes in our credit rating and changes in intere st rates, • the timing, price, manner and amounts of future share repurchas es by us, if any, or any share issuances by us, Economic and External • the impact of the seasonal nature of our business and cyclical cu stomer spending, • the impact of economic and market conditions and the resultant impact on consumer spending and credit patterns, • the impact of economic, environmental or political conditions in the U.S. and countries where our third-party vendors operate, • weather conditions, natural disasters, health hazards, national se curity or other market and supply chain disruptions, including t he effects of tariffs, or the prospects of these events and the resulti ng impact on consumer spending patterns or information technol ogy systems and communications,
  • 20. 4 Legal and Regulatory • our compliance with applicable domestic and international laws, regulations and ethical standards, including those related to employment and tax, information security and privacy, consume r credit and the outcome of any claims and litigation and resolut ion of such matters, • the impact of the current regulatory environment and financial s ystem, health care and tax reforms, • the impact of changes in accounting rules and regulations, chan ges in our interpretation of the rules or regulations, or changes i n underlying assumptions, estimates or judgments, • the impact of claims, litigation and regulatory investigations, in cluding those related to information security, privacy and consu mer credit. Given these risks, uncertainties and other factors, you should no t place undue reliance on these forward- looking statements. Also, these forward- looking statements represent our estimates and assumptions onl y as of the date of this filing. You should read this Annual Repo rt on Form 10- K completely and with the understanding that our actual future r esults may be materially different from what we expect. We
  • 21. hereby qualify our forward- looking statements by these cautionary statements. Except as re quired by law, we assume no obligation to update these forward- looking statements publicly, or to update the reasons actual resu lts could differ materially from those anticipated in these forward- looking statements, even if new information becomes available i n the future. All references to “Nordstrom,” “we,” “us,” “our,” or the “Comp any” mean Nordstrom, Inc. and its subsidiaries. In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These st atements are based upon information available to us as of the filing date of th is Annual Report on Form 10- K, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon th ese statements. Nordstrom, Inc. and subsidiaries 5 FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K contains forward- looking statements within the meaning of Section 27A of the Se curities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 19 34, as amended, which are subject to the “safe harbor” created b
  • 22. y those sections. Forward- looking statements are based on our management’s beliefs and a ssumptions and on information currently available to our management. In some cases, you can identify forward- looking statements by terms such as “may,” “will,” “should,” “c ould,” “goal,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “project,” “predict,” “potential,” “pursue,” “going forward,” and similar e xpressions intended to identify forward- looking statements. These statements involve known and unkno wn risks, uncertainties and other factors, which may cause our actual results, performance, time frames or achievements to be materially different from any future results, performance, tim e frames or achievements expressed or implied by the forward- looking statements. We discuss many of these risks, uncertaintie s and other factors in this Annual Report on Form 10- K in Item 1A: Risk Factors, including, but not limited to, our an ticipated financial outlook for the fiscal year ending February 1, 2020, our anticipated annual total sales rates, our an ticipated new store openings in existing, new and international markets, our anticipated Return on Invested Capital, trends in our operations and the following: Strategic and Operational • timely and effective implementation of evolving our business m odel and successful execution of our customer strategy to provid e a differentiated and seamless experience across all Nordstrom cha nnels,
  • 23. • our ability to execute and manage the costs of our evolving busi ness model, including the execution of new supply chain capabil ities and enhancement of existing ones, development of applications for electronic devices, improvement of customer- facing technologies, timely delivery of products purchased digitally, enhancement of inventory management systems, more fluid inventory availabilit y between our digital channels and retail stores through our local market strategy, and greater consistency in marketing strategies, • our ability to respond to the business and retail environment, as well as fashion trends and consumer preferences, including chan ging expectations of service and experience in stores and online, • our ability to properly balance our investments in existing and n ew store locations, technology and supply chain facilities, espec ially our investments in our Nordstrom Men’s Store NYC and Nordstrom NYC and our Los Angeles market integration, • successful execution of our information technology strategy, inc luding engagement with third-party service providers, • our ability to effectively utilize internal and third- party data in strategic planning and decision making, • our ability to maintain or expand our presence, including timely completion of construction associated with new, relocated and remodeled stores, and Supply Chain Network facilities, all of w hich may be impacted by third parties, consumer demand and ot
  • 24. her natural or man-made disruptions, • efficient and proper allocation of our capital resources, • effective inventory management processes and systems, fulfillm ent and supply chain processes and systems, disruptions in our s upply chain and our ability to control costs, • the impact of any systems or network failures, cybersecurity an d/or security breaches, including any security breach of our syst ems or those of a third- party provider that results in the theft, transfer or unauthorized disclosure of customer, employee or Company information or compliance with information security and privac y laws and regulations in the event of such an incident, • our ability to safeguard our reputation and maintain relationship s with our vendors and third-party service providers, • our ability to maintain relationships with and motivate our empl oyees and to effectively attract, develop and retain our future le aders, • our ability to realize the expected benefits, respond to potential risks and appropriately manage costs associated with our progra m agreement with TD Bank, N.A. (“TD”), • the effectiveness of planned advertising, marketing and promoti onal campaigns in the highly competitive and promotional retail
  • 25. industry, • market fluctuations, increases in operating costs, exit costs and overall liabilities and losses associated with owning and leasing real estate, • potential goodwill impairment charges, future impairment charg es and fluctuations in the fair values of reporting units or of ass ets in the event projected financial results are not achieved within expecte d time frames, • compliance with debt and operating covenants, availability and cost of credit, changes in our credit rating and changes in intere st rates, • the timing, price, manner and amounts of future share repurchas es by us, if any, or any share issuances by us, Economic and External • the impact of the seasonal nature of our business and cyclical cu stomer spending, • the impact of economic and market conditions and the resultant impact on consumer spending and credit patterns, • the impact of economic, environmental or political conditions in the U.S. and countries where our third-party vendors operate, • weather conditions, natural disasters, health hazards, national se curity or other market and supply chain disruptions, including t he
  • 26. effects of tariffs, or the prospects of these events and the resulti ng impact on consumer spending patterns or information technol ogy systems and communications, 4 Legal and Regulatory • our compliance with applicable domestic and international laws, regulations and ethical standards, including those related to employment and tax, information security and privacy, consume r credit and the outcome of any claims and litigation and resolut ion of such matters, • the impact of the current regulatory environment and financial s ystem, health care and tax reforms, • the impact of changes in accounting rules and regulations, chan ges in our interpretation of the rules or regulations, or changes i n underlying assumptions, estimates or judgments, • the impact of claims, litigation and regulatory investigations, in cluding those related to information security, privacy and consu mer credit. Given these risks, uncertainties and other factors, you should no t place undue reliance on these forward- looking statements. Also, these forward- looking statements represent our estimates and assumptions onl y as of the date of this filing. You should read this Annual Repo
  • 27. rt on Form 10- K completely and with the understanding that our actual future r esults may be materially different from what we expect. We hereby qualify our forward- looking statements by these cautionary statements. Except as re quired by law, we assume no obligation to update these forward- looking statements publicly, or to update the reasons actual resu lts could differ materially from those anticipated in these forward- looking statements, even if new information becomes available i n the future. All references to “Nordstrom,” “we,” “us,” “our,” or the “Comp any” mean Nordstrom, Inc. and its subsidiaries. In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These st atements are based upon information available to us as of the filing date of th is Annual Report on Form 10- K, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon th ese statements. Nordstrom, Inc. and subsidiaries 5
  • 28. FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K contains forward- looking statements within the meaning of Section 27A of the Se curities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 19 34, as amended, which are subject to the “safe harbor” created b y those sections. Forward- looking statements are based on our management’s beliefs and a ssumptions and on information currently available to our management. In some cases, you can identify forward- looking statements by terms such as “may,” “will,” “should,” “c ould,” “goal,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “project,” “predict,” “potential,” “pursue,” “going forward,” and similar e xpressions intended to identify forward- looking statements. These statements involve known and unkno wn risks, uncertainties and other factors, which may cause our actual results, performance, time frames or achievements to be materially different from any future results, performance, tim e frames or achievements expressed or implied by the forward- looking statements. We discuss many of these risks, uncertaintie s and other factors in this Annual Report on Form 10- K in Item 1A: Risk Factors, including, but not limited to, our an ticipated financial outlook for the fiscal year ending February 1, 2020, our anticipated annual total sales rates, our an ticipated new store openings in existing, new and international markets, our anticipated Return on Invested Capital, trends in our operations and the following: Strategic and Operational •
  • 29. timely and effective implementation of evolving our business m odel and successful execution of our customer strategy to provid e a differentiated and seamless experience across all Nordstrom cha nnels, • our ability to execute and manage the costs of our evolving busi ness model, including the execution of new supply chain capabil ities and enhancement of existing ones, development of applications for electronic devices, improvement of customer- facing technologies, timely delivery of products purchased digitally, enhancement of inventory management systems, more fluid inventory availabilit y between our digital channels and retail stores through our local market strategy, and greater consistency in marketing strategies, • our ability to respond to the business and retail environment, as well as fashion trends and consumer preferences, including chan ging expectations of service and experience in stores and online, • our ability to properly balance our investments in existing and n ew store locations, technology and supply chain facilities, espec ially our investments in our Nordstrom Men’s Store NYC and Nordstrom NYC and our Los Angeles market integration, • successful execution of our information technology strategy, inc luding engagement with third-party service providers, • our ability to effectively utilize internal and third-
  • 30. party data in strategic planning and decision making, • our ability to maintain or expand our presence, including timely completion of construction associated with new, relocated and remodeled stores, and Supply Chain Network facilities, all of w hich may be impacted by third parties, consumer demand and ot her natural or man-made disruptions, • efficient and proper allocation of our capital resources, • effective inventory management processes and systems, fulfillm ent and supply chain processes and systems, disruptions in our s upply chain and our ability to control costs, • the impact of any systems or network failures, cybersecurity an d/or security breaches, including any security breach of our syst ems or those of a third- party provider that results in the theft, transfer or unauthorized disclosure of customer, employee or Company information or compliance with information security and privac y laws and regulations in the event of such an incident, • our ability to safeguard our reputation and maintain relationship s with our vendors and third-party service providers, • our ability to maintain relationships with and motivate our empl oyees and to effectively attract, develop and retain our future le aders, • our ability to realize the expected benefits, respond to potential risks and appropriately manage costs associated with our progra
  • 31. m agreement with TD Bank, N.A. (“TD”), • the effectiveness of planned advertising, marketing and promoti onal campaigns in the highly competitive and promotional retail industry, • market fluctuations, increases in operating costs, exit costs and overall liabilities and losses associated with owning and leasing real estate, • potential goodwill impairment charges, future impairment charg es and fluctuations in the fair values of reporting units or of ass ets in the event projected financial results are not achieved within expecte d time frames, • compliance with debt and operating covenants, availability and cost of credit, changes in our credit rating and changes in intere st rates, • the timing, price, manner and amounts of future share repurchas es by us, if any, or any share issuances by us, Economic and External • the impact of the seasonal nature of our business and cyclical cu stomer spending, • the impact of economic and market conditions and the resultant impact on consumer spending and credit patterns, •
  • 32. the impact of economic, environmental or political conditions in the U.S. and countries where our third-party vendors operate, • weather conditions, natural disasters, health hazards, national se curity or other market and supply chain disruptions, including t he effects of tariffs, or the prospects of these events and the resulti ng impact on consumer spending patterns or information technol ogy systems and communications, 4 Legal and Regulatory • our compliance with applicable domestic and international laws, regulations and ethical standards, including those related to employment and tax, information security and privacy, consume r credit and the outcome of any claims and litigation and resolut ion of such matters, • the impact of the current regulatory environment and financial s ystem, health care and tax reforms, • the impact of changes in accounting rules and regulations, chan ges in our interpretation of the rules or regulations, or changes i n underlying assumptions, estimates or judgments, • the impact of claims, litigation and regulatory investigations, in cluding those related to information security, privacy and consu mer credit.
  • 33. Given these risks, uncertainties and other factors, you should no t place undue reliance on these forward- looking statements. Also, these forward- looking statements represent our estimates and assumptions onl y as of the date of this filing. You should read this Annual Repo rt on Form 10- K completely and with the understanding that our actual future r esults may be materially different from what we expect. We hereby qualify our forward- looking statements by these cautionary statements. Except as re quired by law, we assume no obligation to update these forward- looking statements publicly, or to update the reasons actual resu lts could differ materially from those anticipated in these forward- looking statements, even if new information becomes available i n the future. All references to “Nordstrom,” “we,” “us,” “our,” or the “Comp any” mean Nordstrom, Inc. and its subsidiaries. In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These st atements are based upon information available to us as of the filing date of th is Annual Report on Form 10- K, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon th
  • 34. ese statements. Nordstrom, Inc. and subsidiaries 5 FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K contains forward- looking statements within the meaning of Section 27A of the Se curities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 19 34, as amended, which are subject to the “safe harbor” created b y those sections. Forward- looking statements are based on our management’s beliefs and a ssumptions and on information currently available to our management. In some cases, you can identify forward- looking statements by terms such as “may,” “will,” “should,” “c ould,” “goal,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “project,” “predict,” “potential,” “pursue,” “going forward,” and similar e xpressions intended to identify forward- looking statements. These statements involve known and unkno wn risks, uncertainties and other factors, which may cause our actual results, performance, time frames or achievements to be materially different from any future results, performance, tim e frames or achievements expressed or implied by the forward- looking statements. We discuss many of these risks, uncertaintie s and other factors in this Annual Report on Form 10- K in Item 1A: Risk Factors, including, but not limited to, our an ticipated financial outlook for the fiscal year ending February 1, 2020, our anticipated annual total sales rates, our an ticipated new store openings in existing, new and international markets, our anticipated Return on Invested Capital, trends in our operations
  • 35. and the following: Strategic and Operational • timely and effective implementation of evolving our business m odel and successful execution of our customer strategy to provid e a differentiated and seamless experience across all Nordstrom cha nnels, • our ability to execute and manage the costs of our evolving busi ness model, including the execution of new supply chain capabil ities and enhancement of existing ones, development of applications for electronic devices, improvement of customer- facing technologies, timely delivery of products purchased digitally, enhancement of inventory management systems, more fluid inventory availabilit y between our digital channels and retail stores through our local market strategy, and greater consistency in marketing strategies, • our ability to respond to the business and retail environment, as well as fashion trends and consumer preferences, including chan ging expectations of service and experience in stores and online, • our ability to properly balance our investments in existing and n ew store locations, technology and supply chain facilities, espec ially our investments in our Nordstrom Men’s Store NYC and Nordstrom NYC and our Los Angeles market integration,
  • 36. • successful execution of our information technology strategy, inc luding engagement with third-party service providers, • our ability to effectively utilize internal and third- party data in strategic planning and decision making, • our ability to maintain or expand our presence, including timely completion of construction associated with new, relocated and remodeled stores, and Supply Chain Network facilities, all of w hich may be impacted by third parties, consumer demand and ot her natural or man-made disruptions, • efficient and proper allocation of our capital resources, • effective inventory management processes and systems, fulfillm ent and supply chain processes and systems, disruptions in our s upply chain and our ability to control costs, • the impact of any systems or network failures, cybersecurity an d/or security breaches, including any security breach of our syst ems or those of a third- party provider that results in the theft, transfer or unauthorized disclosure of customer, employee or Company information or compliance with information security and privac y laws and regulations in the event of such an incident, • our ability to safeguard our reputation and maintain relationship s with our vendors and third-party service providers, • our ability to maintain relationships with and motivate our empl oyees and to effectively attract, develop and retain our future le
  • 37. aders, • our ability to realize the expected benefits, respond to potential risks and appropriately manage costs associated with our progra m agreement with TD Bank, N.A. (“TD”), • the effectiveness of planned advertising, marketing and promoti onal campaigns in the highly competitive and promotional retail industry, • market fluctuations, increases in operating costs, exit costs and overall liabilities and losses associated with owning and leasing real estate, • potential goodwill impairment charges, future impairment charg es and fluctuations in the fair values of reporting units or of ass ets in the event projected financial results are not achieved within expecte d time frames, • compliance with debt and operating covenants, availability and cost of credit, changes in our credit rating and changes in intere st rates, • the timing, price, manner and amounts of future share repurchas es by us, if any, or any share issuances by us, Economic and External • the impact of the seasonal nature of our business and cyclical cu stomer spending,
  • 38. • the impact of economic and market conditions and the resultant impact on consumer spending and credit patterns, • the impact of economic, environmental or political conditions in the U.S. and countries where our third-party vendors operate, • weather conditions, natural disasters, health hazards, national se curity or other market and supply chain disruptions, including t he effects of tariffs, or the prospects of these events and the resulti ng impact on consumer spending patterns or information technol ogy systems and communications, 4 Legal and Regulatory • our compliance with applicable domestic and international laws, regulations and ethical standards, including those related to employment and tax, information security and privacy, consume r credit and the outcome of any claims and litigation and resolut ion of such matters, • the impact of the current regulatory environment and financial s ystem, health care and tax reforms, • the impact of changes in accounting rules and regulations, chan ges in our interpretation of the rules or regulations, or changes i n underlying assumptions, estimates or judgments, •
  • 39. the impact of claims, litigation and regulatory investigations, in cluding those related to information security, privacy and consu mer credit. Given these risks, uncertainties and other factors, you should no t place undue reliance on these forward- looking statements. Also, these forward- looking statements represent our estimates and assumptions onl y as of the date of this filing. You should read this Annual Repo rt on Form 10- K completely and with the understanding that our actual future r esults may be materially different from what we expect. We hereby qualify our forward- looking statements by these cautionary statements. Except as re quired by law, we assume no obligation to update these forward- looking statements publicly, or to update the reasons actual resu lts could differ materially from those anticipated in these forward- looking statements, even if new information becomes available i n the future. All references to “Nordstrom,” “we,” “us,” “our,” or the “Comp any” mean Nordstrom, Inc. and its subsidiaries. In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These st atements are based upon information available to us as of the filing date of th is Annual Report on Form 10- K, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate
  • 40. that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon th ese statements. Nordstrom, Inc. and subsidiaries 5 PART I 6 Item 1. Business. DESCRIPTION OF BUSINESS Founded in 1901 as a retail shoe business in Seattle, Nordstrom later incorporated in Washington State in 1946 and went on to b ecome one of the leading fashion retailers based in the U.S. We aspire to b e the best fashion retailer in a digital world by remaining focuse d on our customers, serving them through our three strategic pillars: prov iding a compelling product offering, delivering outstanding serv ices and experiences and leveraging the strength of the Nordstrom brand. We offer an extensive selection of high-quality brand- name and private label merchandise focused on apparel, shoes, cosmetics and acc essories. No matter how customers choose to shop, we are com mitted to delivering the best possible service, product and experience, inc luding alterations, dining and styling, to make shopping fun, per sonalized and convenient.
  • 41. We invested early in our omni- channel capabilities, integrating our operations, merchandising and technology across our stores and online, in both our Full-Price and Off- Price businesses. Today, we have more than 60 combinations in which merchandise is ordered, fulfilled and delivered. Though this has enabled us to serve customers in mul tiple ways, we are focused on providing a seamless experience f or our customer across stores and online. As a result of the evolution o f our operations, our reportable segments have become progressi vely more integrated such that, in the first quarter of 2018, we changed our reportable segments to one reportable segment to align with ho w management views the results of our operations. For more infor mation about our business and our reportable segments, see Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations and Note 16: Segment Reporting in It em 8. As of March 18, 2019, our reportable segment, Retail, includes: Full-Price • 115 Nordstrom-branded full-line stores in the U.S. • six full-line and six Rack stores in Canada • Full-Price Nordstrom.com website and mobile application • TrunkClub.com website and six Trunk Club clubhouses • three Jeffrey boutiques • three Nordstrom Local neighborhood hubs (“Nordstrom Local”) Our Full-Price operating segment integrates Nordstrom full- line stores and Nordstrom.com to allow us to provide our custo mers with a
  • 42. seamless shopping experience. We engage with our customers o n their terms, blurring the lines between the digital and in- store experience. Our customers can pick up online orders in our Nordstrom full- line stores if inventory is available or it can be shipped to that l ocation. Full- Price also includes our full- line and Rack stores in Canada. We include our Canada operatio ns in Full-Price as this is how we view and manage our operations internally. Trunk Club offers personalize d styling services for men and women, which enables customers to shop and try on at home, paying only for what they decide to keep. Custo mers may also choose to shop using these personalized styling s ervices in- person at our clubhouses. We provide customers with the same quality merchandise available at Nordstrom full- line stores and online. Nordstrom Local is a retail concept that is focused on services, providing customers convenient access to personal stylists, alter ations, online orders and more. Trunk Club stylists are able to meet customers at select full- line and Nordstrom Local locations. We also leverage the expertise of our salespeople to enable customers to receive pers onalized product recommendations on their mobile phones throu gh our digital Style Board selling tool. These capabilities allow us to b etter serve customers across various channels and improve sales . Off-Price • 239 Off-Price Nordstrom Rack stores in the U.S. • Off- Price Nordstromrack.com/HauteLook website and mobile applic ation
  • 43. • two Last Chance clearance stores In Off- Price, Nordstrom Rack and Nordstromrack.com purchase merch andise primarily from the same vendors carried in our Full-Price channel and also serve as outlets for clearance merchandise fro m the Full- Price channel. Nordstromrack.com/HauteLook offers both a persistent selection of Off- Price merchandise, as well as limited- time flash sale events on fashion and lifestyle brands, and is int egrated with a single customer log- in, shared shopping cart and streamlined checkout process. Nord stromrack.com combines the technology expertise of HauteLook with the merchant expertise of Nordstrom Rack. FISCAL YEAR We operate on a 52/53- week fiscal year ending on the Saturday closest to January 31st. References to 2018 and all years except 2017 within this document are based on a 52- week fiscal year, while 2017 is based on a 53-week fiscal year. RETURN POLICY We have a fair and reasonable approach to returns, handling the m on a case-by- case basis with the ultimate objective of making our customers happy. We have no formal policy on how long we acc ept returns at our Nordstrom full- line stores or Nordstrom.com. Our goal is to take care of our customers, which includes making returns and e xchanges easy, whether in stores or online, where we offer free shipping on purchases and returns. Trunk Club accepts returns within five d ays of delivery, which are free for the customer if the items are
  • 44. returned in the box provided by Trunk Club with the original price tag and pack aging. Our Nordstrom Rack stores and Nordstromrack.com/Haut eLook generally accept returns of apparel, footwear, accessories and H auteLook home products up to 45 days from the date of purchas e or date of shipment with the original price tag and sales receipt. Off- Price merchandise can be returned by mail or at any Nordstrom Rack store location. SEASONALITY Our business, like that of other retailers, is subject to seasonal f luctuations. Our sales are typically higher during our Anniversa ry Sale in July and the holidays in the fourth quarter. Our Anniversary Sale shi fted to the second quarter in 2018 compared with the second and third quarters in 2017. Results for any one quarter are not indicative of the results that may be achieved for a full fiscal year. LOYALTY PROGRAM We evolved our customer loyalty program with the launch of Th e Nordy Club in October 2018, which incorporates a traditional point system and the favorite benefits of our previous program, while providi ng customers exclusive access to products and events, enhanced services, personalized experiences and more convenient ways to shop. Cu stomers accumulate points based on their level of spending and type of participation. Upon reaching certain point thresholds, customers receive Nordstrom Notes (“Notes”), which can be redeemed for goods or services offered at Nordstrom full-
  • 45. line stores, Nordstrom.com, Nordstrom Rack and Nordstromrack .com/HauteLook. Nordstrom cardmembers can also earn rewards at Trunk Club. The Nordy Club member b enefits will vary based on the level of customer spend, and inclu de Bonus Points days and shopping and fashion events. We offer customers access to a variety of payment products and services, including a selection of Nordstrom- branded Visa® credit cards in the U.S. and Canada, as well as a Nordstrom- branded private label credit card for Nordstrom purchases. Whe n customers use a Nordstrom- branded credit or debit card, they also participate in The Nordy Club and receive additional benefits, which can vary depending on the level of spend, including early access to the Anniversary Sale, Nordstro m to You (an in- home stylist) and incremental accumulation of points toward Notes. See Note 3: Credit Card Receivable Transaction in Item 8. COMPETITIVE CONDITIONS We operate in a highly competitive business environment. We c ompete with other international, national, regional and local ret ailers, including internet-based businesses, omni- channel department stores, specialty stores, off- price stores and boutiques, which may carry similar lines of merchandise. Our specific competitors vary fro m market to market. We believe the keys to competing in our in dustry are what will always matter most to our customers: providing compelling product and outstanding service backed by people who care, bo th digitally and in stores. This includes serving customers on their terms, by
  • 46. providing a seamless digital and physical experience, offering c ompelling, curated and quality products at multiple price points, and strate gically partnering with relevant and limited distribution brands, all in top markets. SUPPLY CHAIN NETWORK Our “Supply Chain Network” consists of: • fulfillment centers that process and ship orders to our customers , located in Cedar Rapids, Iowa; Elizabethtown, Pennsylvania; a nd San Bernardino, California, • distribution centers that process and ship merchandise to our sto res and other facilities and • future Omni- channel centers that both fulfill customer orders and ship merch andise to our stores. These will open in 2019 and include large-scale centers and smaller local hubs (Local Omni- channel Hub). We have expanded our Supply Chain Network facilities and enh anced our inventory management systems to support our omni- channel capabilities and provide greater access to merchandise selection and faster delivery. We select locations and customize inventor y allocations to enable merchandise to flow more efficiently and quickly to o ur customers. Full- Price online purchases are primarily shipped to our customers fr
  • 47. om our Fulfillment Centers but may also be shipped from our N ordstrom full-line stores or Omni-channel centers. Full-Price in- store purchases are primarily fulfilled from that store’s inventor y, but when inventory is unavailable at that store, it may also be shipped to our customer s from our Fulfillment Centers, Omni- channel centers, or from other Nordstrom full-line stores. Off- Price online purchases are shipped to our customers from our Fu lfillment Centers. Both channels selectively use vendor dropship to supplement their online offerings, which are then shipped directly from the vendor to the end customer. Nordstrom, Inc. and subsidiaries 7 PART I 6 Item 1. Business. DESCRIPTION OF BUSINESS Founded in 1901 as a retail shoe business in Seattle, Nordstrom later incorporated in Washington State in 1946 and went on to b ecome one of the leading fashion retailers based in the U.S. We aspire to b e the best fashion retailer in a digital world by remaining focuse d on our customers, serving them through our three strategic pillars: prov iding a compelling product offering, delivering outstanding serv ices and experiences and leveraging the strength of the Nordstrom brand. We offer an extensive selection of high-quality brand- name and private label merchandise focused on apparel, shoes, cosmetics and acc essories. No matter how customers choose to shop, we are com
  • 48. mitted to delivering the best possible service, product and experience, inc luding alterations, dining and styling, to make shopping fun, per sonalized and convenient. We invested early in our omni- channel capabilities, integrating our operations, merchandising and technology across our stores and online, in both our Full-Price and Off- Price businesses. Today, we have more than 60 combinations in which merchandise is ordered, fulfilled and delivered. Though this has enabled us to serve customers in mul tiple ways, we are focused on providing a seamless experience f or our customer across stores and online. As a result of the evolution o f our operations, our reportable segments have become progressi vely more integrated such that, in the first quarter of 2018, we changed our reportable segments to one reportable segment to align with ho w management views the results of our operations. For more infor mation about our business and our reportable segments, see Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations and Note 16: Segment Reporting in It em 8. As of March 18, 2019, our reportable segment, Retail, includes: Full-Price • 115 Nordstrom-branded full-line stores in the U.S. • six full-line and six Rack stores in Canada • Full-Price Nordstrom.com website and mobile application • TrunkClub.com website and six Trunk Club clubhouses • three Jeffrey boutiques
  • 49. • three Nordstrom Local neighborhood hubs (“Nordstrom Local”) Our Full-Price operating segment integrates Nordstrom full- line stores and Nordstrom.com to allow us to provide our custo mers with a seamless shopping experience. We engage with our customers o n their terms, blurring the lines between the digital and in- store experience. Our customers can pick up online orders in our Nordstrom full- line stores if inventory is available or it can be shipped to that l ocation. Full- Price also includes our full- line and Rack stores in Canada. We include our Canada operatio ns in Full-Price as this is how we view and manage our operations internally. Trunk Club offers personalize d styling services for men and women, which enables customers to shop and try on at home, paying only for what they decide to keep. Custo mers may also choose to shop using these personalized styling s ervices in- person at our clubhouses. We provide customers with the same quality merchandise available at Nordstrom full- line stores and online. Nordstrom Local is a retail concept that is focused on services, providing customers convenient access to personal stylists, alter ations, online orders and more. Trunk Club stylists are able to meet customers at select full- line and Nordstrom Local locations. We also leverage the expertise of our salespeople to enable customers to receive pers onalized product recommendations on their mobile phones throu gh our digital Style Board selling tool. These capabilities allow us to b etter serve customers across various channels and improve sales .
  • 50. Off-Price • 239 Off-Price Nordstrom Rack stores in the U.S. • Off- Price Nordstromrack.com/HauteLook website and mobile applic ation • two Last Chance clearance stores In Off- Price, Nordstrom Rack and Nordstromrack.com purchase merch andise primarily from the same vendors carried in our Full-Price channel and also serve as outlets for clearance merchandise fro m the Full- Price channel. Nordstromrack.com/HauteLook offers both a persistent selection of Off- Price merchandise, as well as limited- time flash sale events on fashion and lifestyle brands, and is int egrated with a single customer log- in, shared shopping cart and streamlined checkout process. Nord stromrack.com combines the technology expertise of HauteLook with the merchant expertise of Nordstrom Rack. FISCAL YEAR We operate on a 52/53- week fiscal year ending on the Saturday closest to January 31st. References to 2018 and all years except 2017 within this document are based on a 52- week fiscal year, while 2017 is based on a 53-week fiscal year. RETURN POLICY We have a fair and reasonable approach to returns, handling the m on a case-by- case basis with the ultimate objective of making our customers happy. We have no formal policy on how long we acc ept returns at our Nordstrom full-
  • 51. line stores or Nordstrom.com. Our goal is to take care of our customers, which includes making returns and e xchanges easy, whether in stores or online, where we offer free shipping on purchases and returns. Trunk Club accepts returns within five d ays of delivery, which are free for the customer if the items are returned in the box provided by Trunk Club with the original price tag and pack aging. Our Nordstrom Rack stores and Nordstromrack.com/Haut eLook generally accept returns of apparel, footwear, accessories and H auteLook home products up to 45 days from the date of purchas e or date of shipment with the original price tag and sales receipt. Off- Price merchandise can be returned by mail or at any Nordstrom Rack store location. SEASONALITY Our business, like that of other retailers, is subject to seasonal f luctuations. Our sales are typically higher during our Anniversa ry Sale in July and the holidays in the fourth quarter. Our Anniversary Sale shi fted to the second quarter in 2018 compared with the second and third quarters in 2017. Results for any one quarter are not indicative of the results that may be achieved for a full fiscal year. LOYALTY PROGRAM We evolved our customer loyalty program with the launch of Th e Nordy Club in October 2018, which incorporates a traditional point system and the favorite benefits of our previous program, while providi ng customers exclusive access to products and events, enhanced services, personalized experiences and more convenient ways to shop. Cu
  • 52. stomers accumulate points based on their level of spending and type of participation. Upon reaching certain point thresholds, customers receive Nordstrom Notes (“Notes”), which can be redeemed for goods or services offered at Nordstrom full- line stores, Nordstrom.com, Nordstrom Rack and Nordstromrack .com/HauteLook. Nordstrom cardmembers can also earn rewards at Trunk Club. The Nordy Club member b enefits will vary based on the level of customer spend, and inclu de Bonus Points days and shopping and fashion events. We offer customers access to a variety of payment products and services, including a selection of Nordstrom- branded Visa® credit cards in the U.S. and Canada, as well as a Nordstrom- branded private label credit card for Nordstrom purchases. Whe n customers use a Nordstrom- branded credit or debit card, they also participate in The Nordy Club and receive additional benefits, which can vary depending on the level of spend, including early access to the Anniversary Sale, Nordstro m to You (an in- home stylist) and incremental accumulation of points toward Notes. See Note 3: Credit Card Receivable Transaction in Item 8. COMPETITIVE CONDITIONS We operate in a highly competitive business environment. We c ompete with other international, national, regional and local ret ailers, including internet-based businesses, omni- channel department stores, specialty stores, off- price stores and boutiques, which may carry similar lines of merchandise. Our specific competitors vary fro
  • 53. m market to market. We believe the keys to competing in our in dustry are what will always matter most to our customers: providing compelling product and outstanding service backed by people who care, bo th digitally and in stores. This includes serving customers on their terms, by providing a seamless digital and physical experience, offering c ompelling, curated and quality products at multiple price points, and strate gically partnering with relevant and limited distribution brands, all in top markets. SUPPLY CHAIN NETWORK Our “Supply Chain Network” consists of: • fulfillment centers that process and ship orders to our customers , located in Cedar Rapids, Iowa; Elizabethtown, Pennsylvania; a nd San Bernardino, California, • distribution centers that process and ship merchandise to our sto res and other facilities and • future Omni- channel centers that both fulfill customer orders and ship merch andise to our stores. These will open in 2019 and include large-scale centers and smaller local hubs (Local Omni- channel Hub). We have expanded our Supply Chain Network facilities and enh anced our inventory management systems to support our omni- channel capabilities and provide greater access to merchandise selection and faster delivery. We select locations and customize inventor
  • 54. y allocations to enable merchandise to flow more efficiently and quickly to o ur customers. Full- Price online purchases are primarily shipped to our customers fr om our Fulfillment Centers but may also be shipped from our N ordstrom full-line stores or Omni-channel centers. Full-Price in- store purchases are primarily fulfilled from that store’s inventor y, but when inventory is unavailable at that store, it may also be shipped to our customer s from our Fulfillment Centers, Omni- channel centers, or from other Nordstrom full-line stores. Off- Price online purchases are shipped to our customers from our Fu lfillment Centers. Both channels selectively use vendor dropship to supplement their online offerings, which are then shipped directly from the vendor to the end customer. Nordstrom, Inc. and subsidiaries 7 PART I 6 Item 1. Business. DESCRIPTION OF BUSINESS Founded in 1901 as a retail shoe business in Seattle, Nordstrom later incorporated in Washington State in 1946 and went on to b ecome one of the leading fashion retailers based in the U.S. We aspire to b e the best fashion retailer in a digital world by remaining focuse d on our
  • 55. customers, serving them through our three strategic pillars: prov iding a compelling product offering, delivering outstanding serv ices and experiences and leveraging the strength of the Nordstrom brand. We offer an extensive selection of high-quality brand- name and private label merchandise focused on apparel, shoes, cosmetics and acc essories. No matter how customers choose to shop, we are com mitted to delivering the best possible service, product and experience, inc luding alterations, dining and styling, to make shopping fun, per sonalized and convenient. We invested early in our omni- channel capabilities, integrating our operations, merchandising and technology across our stores and online, in both our Full-Price and Off- Price businesses. Today, we have more than 60 combinations in which merchandise is ordered, fulfilled and delivered. Though this has enabled us to serve customers in mul tiple ways, we are focused on providing a seamless experience f or our customer across stores and online. As a result of the evolution o f our operations, our reportable segments have become progressi vely more integrated such that, in the first quarter of 2018, we changed our reportable segments to one reportable segment to align with ho w management views the results of our operations. For more infor mation about our business and our reportable segments, see Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations and Note 16: Segment Reporting in It em 8.
  • 56. As of March 18, 2019, our reportable segment, Retail, includes: Full-Price • 115 Nordstrom-branded full-line stores in the U.S. • six full-line and six Rack stores in Canada • Full-Price Nordstrom.com website and mobile application • TrunkClub.com website and six Trunk Club clubhouses • three Jeffrey boutiques • three Nordstrom Local neighborhood hubs (“Nordstrom Local”) Our Full-Price operating segment integrates Nordstrom full- line stores and Nordstrom.com to allow us to provide our custo mers with a seamless shopping experience. We engage with our customers o n their terms, blurring the lines between the digital and in- store experience. Our customers can pick up online orders in our Nordstrom full- line stores if inventory is available or it can be shipped to that l ocation. Full- Price also includes our full- line and Rack stores in Canada. We include our Canada operatio ns in Full-Price as this is how we view and manage our operations internally. Trunk Club offers personalize d styling services for men and women, which enables customers to shop and try on at home, paying only for what they decide to keep. Custo mers may also choose to shop using these personalized styling s ervices in- person at our clubhouses. We provide customers with the same quality merchandise available at Nordstrom full- line stores and online. Nordstrom Local is a retail concept that is focused on services, providing customers convenient access to personal stylists, alter ations, online orders and more. Trunk Club stylists are able to meet customers
  • 57. at select full- line and Nordstrom Local locations. We also leverage the expertise of our salespeople to enable customers to receive pers onalized product recommendations on their mobile phones throu gh our digital Style Board selling tool. These capabilities allow us to b etter serve customers across various channels and improve sales . Off-Price • 239 Off-Price Nordstrom Rack stores in the U.S. • Off- Price Nordstromrack.com/HauteLook website and mobile applic ation • two Last Chance clearance stores In Off- Price, Nordstrom Rack and Nordstromrack.com purchase merch andise primarily from the same vendors carried in our Full-Price channel and also serve as outlets for clearance merchandise fro m the Full- Price channel. Nordstromrack.com/HauteLook offers both a persistent selection of Off- Price merchandise, as well as limited- time flash sale events on fashion and lifestyle brands, and is int egrated with a single customer log- in, shared shopping cart and streamlined checkout process. Nord stromrack.com combines the technology expertise of HauteLook with the merchant expertise of Nordstrom Rack. FISCAL YEAR We operate on a 52/53- week fiscal year ending on the Saturday closest to January 31st. References to 2018 and all years except 2017 within this document are based on a 52-
  • 58. week fiscal year, while 2017 is based on a 53-week fiscal year. RETURN POLICY We have a fair and reasonable approach to returns, handling the m on a case-by- case basis with the ultimate objective of making our customers happy. We have no formal policy on how long we acc ept returns at our Nordstrom full- line stores or Nordstrom.com. Our goal is to take care of our customers, which includes making returns and e xchanges easy, whether in stores or online, where we offer free shipping on purchases and returns. Trunk Club accepts returns within five d ays of delivery, which are free for the customer if the items are returned in the box provided by Trunk Club with the original price tag and pack aging. Our Nordstrom Rack stores and Nordstromrack.com/Haut eLook generally accept returns of apparel, footwear, accessories and H auteLook home products up to 45 days from the date of purchas e or date of shipment with the original price tag and sales receipt. Off- Price merchandise can be returned by mail or at any Nordstrom Rack store location. SEASONALITY Our business, like that of other retailers, is subject to seasonal f luctuations. Our sales are typically higher during our Anniversa ry Sale in July and the holidays in the fourth quarter. Our Anniversary Sale shi fted to the second quarter in 2018 compared with the second and third quarters in 2017. Results for any one quarter are not indicative of the results that may be achieved for a full fiscal year.
  • 59. LOYALTY PROGRAM We evolved our customer loyalty program with the launch of Th e Nordy Club in October 2018, which incorporates a traditional point system and the favorite benefits of our previous program, while providi ng customers exclusive access to products and events, enhanced services, personalized experiences and more convenient ways to shop. Cu stomers accumulate points based on their level of spending and type of participation. Upon reaching certain point thresholds, customers receive Nordstrom Notes (“Notes”), which can be redeemed for goods or services offered at Nordstrom full- line stores, Nordstrom.com, Nordstrom Rack and Nordstromrack .com/HauteLook. Nordstrom cardmembers can also earn rewards at Trunk Club. The Nordy Club member b enefits will vary based on the level of customer spend, and inclu de Bonus Points days and shopping and fashion events. We offer customers access to a variety of payment products and services, including a selection of Nordstrom- branded Visa® credit cards in the U.S. and Canada, as well as a Nordstrom- branded private label credit card for Nordstrom purchases. Whe n customers use a Nordstrom- branded credit or debit card, they also participate in The Nordy Club and receive additional benefits, which can vary depending on the level of spend, including early access to the Anniversary Sale, Nordstro m to You (an in- home stylist) and incremental accumulation of points toward Notes. See Note 3: Credit Card Receivable Transaction in Item 8.
  • 60. COMPETITIVE CONDITIONS We operate in a highly competitive business environment. We c ompete with other international, national, regional and local ret ailers, including internet-based businesses, omni- channel department stores, specialty stores, off- price stores and boutiques, which may carry similar lines of merchandise. Our specific competitors vary fro m market to market. We believe the keys to competing in our in dustry are what will always matter most to our customers: providing compelling product and outstanding service backed by people who care, bo th digitally and in stores. This includes serving customers on their terms, by providing a seamless digital and physical experience, offering c ompelling, curated and quality products at multiple price points, and strate gically partnering with relevant and limited distribution brands, all in top markets. SUPPLY CHAIN NETWORK Our “Supply Chain Network” consists of: • fulfillment centers that process and ship orders to our customers , located in Cedar Rapids, Iowa; Elizabethtown, Pennsylvania; a nd San Bernardino, California, • distribution centers that process and ship merchandise to our sto res and other facilities and • future Omni- channel centers that both fulfill customer orders and ship merch andise to our stores. These will open in 2019 and include
  • 61. large-scale centers and smaller local hubs (Local Omni- channel Hub). We have expanded our Supply Chain Network facilities and enh anced our inventory management systems to support our omni- channel capabilities and provide greater access to merchandise selection and faster delivery. We select locations and customize inventor y allocations to enable merchandise to flow more efficiently and quickly to o ur customers. Full- Price online purchases are primarily shipped to our customers fr om our Fulfillment Centers but may also be shipped from our N ordstrom full-line stores or Omni-channel centers. Full-Price in- store purchases are primarily fulfilled from that store’s inventor y, but when inventory is unavailable at that store, it may also be shipped to our customer s from our Fulfillment Centers, Omni- channel centers, or from other Nordstrom full-line stores. Off- Price online purchases are shipped to our customers from our Fu lfillment Centers. Both channels selectively use vendor dropship to supplement their online offerings, which are then shipped directly from the vendor to the end customer. Nordstrom, Inc. and subsidiaries 7 PART I 6 Item 1. Business. DESCRIPTION OF BUSINESS
  • 62. Founded in 1901 as a retail shoe business in Seattle, Nordstrom later incorporated in Washington State in 1946 and went on to b ecome one of the leading fashion retailers based in the U.S. We aspire to b e the best fashion retailer in a digital world by remaining focuse d on our customers, serving them through our three strategic pillars: prov iding a compelling product offering, delivering outstanding serv ices and experiences and leveraging the strength of the Nordstrom brand. We offer an extensive selection of high-quality brand- name and private label merchandise focused on apparel, shoes, cosmetics and acc essories. No matter how customers choose to shop, we are com mitted to delivering the best possible service, product and experience, inc luding alterations, dining and styling, to make shopping fun, per sonalized and convenient. We invested early in our omni- channel capabilities, integrating our operations, merchandising and technology across our stores and online, in both our Full-Price and Off- Price businesses. Today, we have more than 60 combinations in which merchandise is ordered, fulfilled and delivered. Though this has enabled us to serve customers in mul tiple ways, we are focused on providing a seamless experience f or our customer across stores and online. As a result of the evolution o f our operations, our reportable segments have become progressi vely more integrated such that, in the first quarter of 2018, we changed our reportable segments to one reportable segment to align with ho w management views the results of our operations. For more infor
  • 63. mation about our business and our reportable segments, see Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations and Note 16: Segment Reporting in It em 8. As of March 18, 2019, our reportable segment, Retail, includes: Full-Price • 115 Nordstrom-branded full-line stores in the U.S. • six full-line and six Rack stores in Canada • Full-Price Nordstrom.com website and mobile application • TrunkClub.com website and six Trunk Club clubhouses • three Jeffrey boutiques • three Nordstrom Local neighborhood hubs (“Nordstrom Local”) Our Full-Price operating segment integrates Nordstrom full- line stores and Nordstrom.com to allow us to provide our custo mers with a seamless shopping experience. We engage with our customers o n their terms, blurring the lines between the digital and in- store experience. Our customers can pick up online orders in our Nordstrom full- line stores if inventory is available or it can be shipped to that l ocation. Full- Price also includes our full- line and Rack stores in Canada. We include our Canada operatio ns in Full-Price as this is how we view and manage our operations internally. Trunk Club offers personalize d styling services for men and women, which enables customers to shop and try on at home, paying only for what they decide to keep. Custo mers may also choose to shop using these personalized styling s ervices in- person at our clubhouses. We provide customers with the same
  • 64. quality merchandise available at Nordstrom full- line stores and online. Nordstrom Local is a retail concept that is focused on services, providing customers convenient access to personal stylists, alter ations, online orders and more. Trunk Club stylists are able to meet customers at select full- line and Nordstrom Local locations. We also leverage the expertise of our salespeople to enable customers to receive pers onalized product recommendations on their mobile phones throu gh our digital Style Board selling tool. These capabilities allow us to b etter serve customers across various channels and improve sales . Off-Price • 239 Off-Price Nordstrom Rack stores in the U.S. • Off- Price Nordstromrack.com/HauteLook website and mobile applic ation • two Last Chance clearance stores In Off- Price, Nordstrom Rack and Nordstromrack.com purchase merch andise primarily from the same vendors carried in our Full-Price channel and also serve as outlets for clearance merchandise fro m the Full- Price channel. Nordstromrack.com/HauteLook offers both a persistent selection of Off- Price merchandise, as well as limited- time flash sale events on fashion and lifestyle brands, and is int egrated with a single customer log- in, shared shopping cart and streamlined checkout process. Nord stromrack.com combines the technology expertise of HauteLook with the merchant expertise of Nordstrom Rack.
  • 65. FISCAL YEAR We operate on a 52/53- week fiscal year ending on the Saturday closest to January 31st. References to 2018 and all years except 2017 within this document are based on a 52- week fiscal year, while 2017 is based on a 53-week fiscal year. RETURN POLICY We have a fair and reasonable approach to returns, handling the m on a case-by- case basis with the ultimate objective of making our customers happy. We have no formal policy on how long we acc ept returns at our Nordstrom full- line stores or Nordstrom.com. Our goal is to take care of our customers, which includes making returns and e xchanges easy, whether in stores or online, where we offer free shipping on purchases and returns. Trunk Club accepts returns within five d ays of delivery, which are free for the customer if the items are returned in the box provided by Trunk Club with the original price tag and pack aging. Our Nordstrom Rack stores and Nordstromrack.com/Haut eLook generally accept returns of apparel, footwear, accessories and H auteLook home products up to 45 days from the date of purchas e or date of shipment with the original price tag and sales receipt. Off- Price merchandise can be returned by mail or at any Nordstrom Rack store location. SEASONALITY Our business, like that of other retailers, is subject to seasonal f luctuations. Our sales are typically higher during our Anniversa ry Sale in July
  • 66. and the holidays in the fourth quarter. Our Anniversary Sale shi fted to the second quarter in 2018 compared with the second and third quarters in 2017. Results for any one quarter are not indicative of the results that may be achieved for a full fiscal year. LOYALTY PROGRAM We evolved our customer loyalty program with the launch of Th e Nordy Club in October 2018, which incorporates a traditional point system and the favorite benefits of our previous program, while providi ng customers exclusive access to products and events, enhanced services, personalized experiences and more convenient ways to shop. Cu stomers accumulate points based on their level of spending and type of participation. Upon reaching certain point thresholds, customers receive Nordstrom Notes (“Notes”), which can be redeemed for goods or services offered at Nordstrom full- line stores, Nordstrom.com, Nordstrom Rack and Nordstromrack .com/HauteLook. Nordstrom cardmembers can also earn rewards at Trunk Club. The Nordy Club member b enefits will vary based on the level of customer spend, and inclu de Bonus Points days and shopping and fashion events. We offer customers access to a variety of payment products and services, including a selection of Nordstrom- branded Visa® credit cards in the U.S. and Canada, as well as a Nordstrom- branded private label credit card for Nordstrom purchases. Whe n customers use a Nordstrom- branded credit or debit card, they also participate in The Nordy Club and receive additional benefits, which can vary depending on the level of
  • 67. spend, including early access to the Anniversary Sale, Nordstro m to You (an in- home stylist) and incremental accumulation of points toward Notes. See Note 3: Credit Card Receivable Transaction in Item 8. COMPETITIVE CONDITIONS We operate in a highly competitive business environment. We c ompete with other international, national, regional and local ret ailers, including internet-based businesses, omni- channel department stores, specialty stores, off- price stores and boutiques, which may carry similar lines of merchandise. Our specific competitors vary fro m market to market. We believe the keys to competing in our in dustry are what will always matter most to our customers: providing compelling product and outstanding service backed by people who care, bo th digitally and in stores. This includes serving customers on their terms, by providing a seamless digital and physical experience, offering c ompelling, curated and quality products at multiple price points, and strate gically partnering with relevant and limited distribution brands, all in top markets. SUPPLY CHAIN NETWORK Our “Supply Chain Network” consists of: • fulfillment centers that process and ship orders to our customers , located in Cedar Rapids, Iowa; Elizabethtown, Pennsylvania; a nd San Bernardino, California,
  • 68. • distribution centers that process and ship merchandise to our sto res and other facilities and • future Omni- channel centers that both fulfill customer orders and ship merch andise to our stores. These will open in 2019 and include large-scale centers and smaller local hubs (Local Omni- channel Hub). We have expanded our Supply Chain Network facilities and enh anced our inventory management systems to support our omni- channel capabilities and provide greater access to merchandise selection and faster delivery. We select locations and customize inventor y allocations to enable merchandise to flow more efficiently and quickly to o ur customers. Full- Price online purchases are primarily shipped to our customers fr om our Fulfillment Centers but may also be shipped from our N ordstrom full-line stores or Omni-channel centers. Full-Price in- store purchases are primarily fulfilled from that store’s inventor y, but when inventory is unavailable at that store, it may also be shipped to our customer s from our Fulfillment Centers, Omni- channel centers, or from other Nordstrom full-line stores. Off- Price online purchases are shipped to our customers from our Fu lfillment Centers. Both channels selectively use vendor dropship to supplement their online offerings, which are then shipped directly from the vendor to the end customer. Nordstrom, Inc. and subsidiaries 7
  • 69. Our first large-scale Omni- channel center in Riverside, California will open in late 2019 an d will initially support our Full-Price customers in the West Coast region. Off- Price inventory and fulfillment will be added to this facility in t he future. We also plan to open a smaller Local Omni- channel Hub in Torrance, California in 2019, which will support the greater Los Angeles market as part of our new local market strategy and will have highly customized inventory that serves the specia lized needs of that market. INVENTORY We plan our merchandise purchases and receipts to coincide wit h expected sales trends. For instance, our merchandise purchase s and receipts increase prior to our Anniversary Sale, which has histor ically extended over the last two weeks of July. We also purcha se and receive a larger amount of merchandise in the fall as we prepare for the holiday shopping season (from late November through December). At Nordstrom Rack, we also invest in pack and hold inventory, which involves the strategic purchase of merchandise from some of our top Full- Price brands in advance of the upcoming selling seasons, to take advantage of favorable buying opportunities. This inventory is typically held for six months on average. In order to offer merchandise that our customers want, we purch ase from a wide variety of high-
  • 70. quality domestic and foreign suppliers. We also have arrangements with agents and contract manufacturers t o produce our private label merchandise. We expect our supplier s to meet our “Nordstrom Partnership Guidelines,” which address our cor porate social responsibility standards for matters such as legal a nd regulatory compliance, labor, health and safety and the environment. This i s available on our website at Nordstrom.com. EMPLOYEES During 2018, we employed approximately 71,000 employees on a full- or part- time basis. Due to the seasonal nature of our business, employment increased to approximately 76,000 employees in Ju ly 2018 and 74,000 in December 2018. All of our employees are non-union. We believe our relationship with our employees is good. TRADEMARKS Our most notable trademarks include Nordstrom, Nordstrom Rac k, HauteLook, Trunk Club, Halogen, BP., Caslon, Zella, Leith, 1901, Treasure & Bond, Tucker+Tate and 14th & Union. Each of our t rademarks is renewable indefinitely, provided that it is still use d in commerce at the time of the renewal. SEC FILINGS We file annual, quarterly and current reports, proxy statements and other documents with the Securities and Exchange Commiss ion (“SEC”). The SEC maintains a website at www.sec.gov that contains repo rts, proxy and information statements, and other information reg arding issuers that file with the SEC.
  • 71. WEBSITE ACCESS Our website address is Nordstrom.com. Our annual and quarterl y reports on Form 10-K and Form 10- Q (including related filings in eXtensible Business Reporting Language (“XBRL”) format), cur rent reports on Form 8- K, proxy statements, our executives’ statements of changes in beneficial ownership of securities on Form 4 and am endments to those reports filed or furnished pursuant to Section 13(a) or 15 (d) of the Securities Exchange Act of 1934, as amended (the “E xchange Act”) are available for free on or through our website a s soon as reasonably practicable after we electronically file the report wit h or furnish it to the SEC. Interested parties may also access a webcast of quarterly earnings conference calls and other financial events th rough our website. CORPORATE GOVERNANCE We have a long- standing commitment to upholding a high level of ethical standa rds. In addition, as the listing standards of the New York Stock Exchange (“NYSE”) and the rules of the SEC require, we have adopted Codes of Business Conduct and Ethics for our emp loyees, officers and directors (“Codes of Ethics”) and Corporate Govern ance Guidelines. Our Codes of Ethics, Corporate Governance G uidelines and Committee Charters for the Audit and Finance, Compensati on, Corporate Governance and Nominating, and Technology Co mmittees are posted on our website. Any amendments to these documents, or waivers of the requirements they contain, will also be available on our
  • 72. website. For printed versions of these items or any other inquiries, pleas e contact: Nordstrom Investor Relations 1700 Seventh Avenue, Suite 1500 Seattle, Washington 98101 (206) 303-3200 [email protected] 8 Item 1A. Risk Factors. Our business faces many risks. We believe the risks described b elow outline the items of most concern to us. In evaluating Nord strom and our business, you should carefully consider the following factor s, in addition to the other information in this Annual Report on Form 10-K. Before you buy our common stock or invest in our debt, you sho uld know that making such an investment involves risks includi ng, but not limited to, the risks described below. Any one of the following r isks could harm our business, financial condition, results of ope rations, or reputation, which could cause our stock price to decline or a def ault on our debt payments, and you may lose all or a part of you r investment. Additional risks, trends and uncertainties not presently known t o us or that we currently believe are immaterial may also harm our business, financial condition, results of operations or reputation. RISKS DUE TO STRATEGIC AND OPERATIONAL FACTORS Our inability to successfully execute our customer strategy or
  • 73. evolve our business model could negatively impact our business and future profitability and growth. The retail environment is rapidly evolving with customer shoppi ng preferences continuing to shift to digital channels. Computer s and mobile electronic devices allow customers to browse and transact anyw here and anytime. In this changing landscape, we continue to fo cus on better serving our customers through our three strategic pillars: provid ing a compelling product offering, delivering exceptional servic es and experiences, and leveraging the strength of the Nordstrom brand . Our customer strategy focuses on providing a differentiated an d seamless experience in a digital world across all Nordstrom channels, inc luding mobile and social channels. Our “One Nordstrom” model , in which engagement across our four boxes of Full-Price, Off- Price, Stores and Digital encourages more visits and more spend , allows for our company as a whole to be greater than the sum of the parts. Our local market strategy is an example of this where we bring all of our assets together in one market to serve customers when, where and how they want by connecting physical and digital assets. Our focus on the customer will require us to execute new supply chain capabilities and enhance existing ones, develop applicati ons for electronic devices, improve customer- facing technology, deliver digitally purchased products timely, enhance inventory management systems, allow greater and more fluid inventory availability bet ween digital and retail locations through our local market strate gy, and create greater consistency in marketing strategies. In addition, these st
  • 74. rategies will require further expansion and reliance on data scie nce and analytics across all our channels. This business model has a hig h variable cost structure driven by fulfillment and marketing cos ts and will continue to require investments in cross- channel operations and supporting technologies. With the accelerated pace of change in the retail environment, w e may not be able to meet our customers’ changing expectations of how they shop in stores or through digital experiences. If we do not successfully implement our customer strategy, including our loc al market strategy, or expand our digital and supply chain initiatives, or d o not seamlessly integrate or maintain them properly, we may fa ll short of our customer’s expectations, impacting our brand, reputation, profit ability and growth. In addition, if customers shift to digital chan nels at a different pace than we anticipate, we may need to quickly modif y our initiatives and investments, which may adversely impact o ur profitability and harm our competitive position. We also may not gather accu rate and relevant data or effectively utilize that data, which may impact our strategic planning, marketing and loyalty programs and our over all decision making. Our business could suffer if we do not appropriately assess and react to competitive market forces and changes in customer behavior. We compete with other international, national, regional and loca l retailers, including internet-based businesses, omni- channel department stores, specialty stores, off-