JWN 10-K Annual Report Feb. 3, 2018 | Alphaminr

JWN 10-K Fiscal year ended Feb. 3, 2018

NORDSTROM INC
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PROXIES
DEF 14A
Filed on April 11, 2024
DEF 14A
Filed on April 28, 2023
DEF 14A
Filed on April 7, 2022
DEF 14A
Filed on April 8, 2021
DEF 14A
Filed on April 7, 2020
DEF 14A
Filed on April 12, 2019
DEF 14A
Filed on April 19, 2018
DEF 14A
Filed on April 5, 2017
DEF 14A
Filed on April 8, 2016
DEF 14A
Filed on March 26, 2015
DEF 14A
Filed on March 27, 2014
DEF 14A
Filed on April 1, 2013
DEF 14A
Filed on March 30, 2012
DEF 14A
Filed on March 31, 2011
DEF 14A
Filed on April 8, 2010
TABLE OF CONTENTS
Part IItem 1. BusinessNote 2: Credit Card Receivable TransactionItem 7: Management S Discussion and Analysis Of Financial Condition and Results Of OperationsNote 15: Segment ReportingItem 1A: Risk FactorsItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Shareholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 8: Financial Statements and Supplementary DataNote 11: Shareholders EquityItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsNote 8: Fair Value MeasurementsNote 7: Debt and Credit FacilitiesNote 13: Income TaxesNote 16: Selected Quarterly DataNote 1: Nature Of Operations and Summary Of Significant Accounting PoliciesItem 7A. Quantitative and Qualitative Disclosures About Market RiskNote 3: Land, Property and EquipmentNote 4: Self-insuranceNote 5: 401(k) PlanNote 6: Postretirement BenefitsNote 9: LeasesNote 10: Commitments and ContingenciesNote 12: Stock-based CompensationNote 14: Earnings Per ShareItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Shareholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits, Financial Statement Schedules

Exhibits

1.1 Underwriting Agreement, dated March 6, 2017, by and between the Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC and U.S. Bancorp Investments, Inc., as representatives of the several underwriters named therein Incorporated by reference from the Registrants Form 8-K filed on March 10, 2017, Exhibit 1.1 3.2 Bylaws, as amended and restated as of June 7, 2017 Incorporated by reference from the Registrants Form 8-K filed on June 8, 2017, Exhibit 3.1 4.2 Amended and Restated Master Indenture, dated as of May 1, 2007, by and between Nordstrom Credit Card Master Note Trust II and Wells Fargo Bank, National Association, as indenture trustee Incorporated by reference from the Registrants Form 8-K filed on May 8, 2007, Exhibit 4.1 4.3 Series 2011-1 Indenture Supplement, dated as of November 22, 2011, by and between Nordstrom Credit Card Master Note Trust II and Wells Fargo Bank, National Association, as indenture trustee Incorporated by reference from the Registrants Form 8-K filed on November 28, 2011, Exhibit 4.2 4.4 Indenture dated December 3, 2007, between the Company and Wells Fargo Bank, National Association Incorporated by reference from the Registrants Form S-4/A filed on April 29, 2014, Exhibit 4.1 4.5 Note Purchase Agreement, dated as of November 16, 2011, by and between Nordstrom Credit Card Receivables II LLC, Nordstrom fsb, Nordstrom Credit, Inc., RBS Securities Inc. and J.P. Morgan Securities LLC Incorporated by reference from the Registrants Form 8-K filed on November 28, 2011, Exhibit 4.1 4.6 Form of 6.25% Note due January 2018 Incorporated by reference from the Registrants Form 8-K filed on December 3, 2007, Exhibit 4.1 4.7 Form of 4.75% Note due May 1, 2020 Incorporated by reference from the Registrants Form 8-K filed on April 23, 2010, Exhibit 4.1 4.8 Form of 4.00% Note due 2021 Incorporated by reference from the Registrants Form 8-K filed on October 11, 2011, Exhibit 4.1 4.9 Form of 5.00% Global Note due 2044 Incorporated by reference from the Registrants Form S-4 filed on March 28, 2014, Exhibit 4.2 4.10 Form of 5.00% Rule 144A Global Note due 2044 Incorporated by reference from the Registrants Form S-4 filed on March 28, 2014, Exhibit 4.3 4.11 Form of 5.00% Regulation S Global Note due 2044 Incorporated by reference from the Registrants Form S-4 filed on March 28, 2014, Exhibit 4.4 4.12 Form of 4.00% Note due 2027 Incorporated by reference from the Registrants Form 8-K filed on March 9, 2017, Exhibit 4.1 4.13 Form of 5.00% Note due 2044 Incorporated by reference from the Registrants Form 8-K filed on March 9, 2017, Exhibit 4.2 4.14 Registration Rights Agreement, dated as of December 12, 2013 Incorporated by reference from the Registrants Form S-4 filed on March 28, 2014, Exhibit 4.5 4.15* Trunk Club Newco, Inc. 2010 Equity Incentive Plan Incorporated by reference from the Registrants Form S-8 filed on August 27, 2014, Exhibit 4.1 10.1* Nordstrom 401(k) Plan & Profit Sharing, amended and restated on June 12, 2014 Incorporated by reference from the Registrants Quarterly Report on Form 10-Q for the quarter ended May 2, 2015, Exhibit 10.2 10.2* Amendment 2014-4 to the Nordstrom 401(k) Plan & Profit Sharing Incorporated by reference from the Registrants Quarterly Report on Form 10-Q for the quarter ended August 2, 2014, Exhibit 10.6 10.3* Amendment 2014-5 to the Nordstrom 401(k) Plan & Profit Sharing Incorporated by reference from the Registrants Quarterly Report on Form 10-Q for the quarter ended November 1, 2014, Exhibit 10.2 10.4* Amendment 2014-6 to the Nordstrom 401(k) Plan & Profit Sharing Incorporated by reference from the Registrants Quarterly Report on Form 10-Q for the quarter ended November 1, 2014, Exhibit 10.3 10.5* Amended and Restated Nordstrom, Inc. Executive Management Bonus Plan Incorporated by reference from the Registrants Form DEF 14A filed on March 30, 2012 10.6* Amended and Restated Nordstrom, Inc. Executive Management Bonus Plan Incorporated by reference from the Registrants Form DEF 14A filed on April 8, 2016 10.7* Nordstrom Executive Deferred Compensation Plan (2017 Restatement) Filed herewith electronically 10.8* Nordstrom, Inc. Employee Stock Purchase Plan (2011 Restatement) Incorporated by reference to Appendix A to the Registrants Form DEF 14A filed on March 31, 2011 10.9* Amendment 2016-1 to the Nordstrom, Inc. Employee Stock Purchase Plan (2011 Restatement) Incorporated by reference from the Registrants Quarterly Report on Form 10-Q for the quarter ended July 30, 2016, Exhibit 10.1 10.11* Form of Notice of 2006 Stock Option Grant and Stock Option Agreement under the Nordstrom, Inc. 2004 Equity Incentive Plan Incorporated by reference from the Registrants Annual Report on Form 10-K for the year ended February 2, 2008, Exhibit 10.45 10.13* 2008 Stock Option Notice Award Agreement and Form of Notice Incorporated by reference from the Registrants Form 8-K filed on February 22, 2008, Exhibit 10.1 10.14* 2009 Nonqualified Stock Option Grant Agreement and Form of Notice Incorporated by reference from the Registrants Form 8-K filed on March 3, 2009, Exhibit 10.2 10.15* 2010 Stock Option Award Agreement Incorporated by reference from the Registrants Form 8-K filed on November 24, 2009, Exhibit 10.1 10.16* Form of 2011 Stock Option Award Agreement Incorporated by reference from the Registrants Form 8-K filed on November 19, 2010, Exhibit 10.1 10.17* Form of 2012 Nonqualified Stock Option Grant Agreement Incorporated by reference from the Registrants Form 8-K filed on November 18, 2011, Exhibit 10.1 10.18* Form of 2013 Nonqualified Stock Option Grant Agreement Incorporated by reference from the Registrants Form 8-K filed on November 14, 2012, Exhibit 10.1 10.19* Form of 2014 Nonqualified Stock Option Grant Agreement Incorporated by reference from the Registrants Form 8-K filed on March 4, 2014, Exhibit 10.1 10.20* Form of the 2015 Nonqualified Stock Option Grant Agreement Incorporated by reference from the Registrants Form 8-K filed on February 19, 2015, Exhibit 10.1 10.21* Form of the 2016 Nonqualified Stock Option Grant Agreement Incorporated by reference from the Registrants Form 8-K filed on March 1, 2016, Exhibit 10.1 10.22* Form of 2016 Nonqualified Stock Option Grant Agreement, Supplemental Award Incorporated by reference from the Registrants Quarterly Report on Form 10-Q for the quarter ended July 30, 2016, Exhibit 10.2 10.23* Form of the 2017 Nonqualified Stock Option Grant Agreement Incorporated by reference from the Registrants Form 8-K filed on February 23, 2017, Exhibit 10.1 10.24* 2004 Equity Incentive Plan Incorporated by reference from the Registrants definitive proxy statement filed with the Commission on April 15, 2004 10.26* Nordstrom, Inc. 2004 Equity Incentive Plan (2008 Amendment) Incorporated by reference from the Registrants Form 8-K filed on November 24, 2008, Exhibit 10.1 10.27* Nordstrom, Inc. 2010 Equity Incentive Plan Incorporated by reference to Appendix A to the Registrants Form DEF 14A filed on April 8, 2010 10.28* Nordstrom, Inc. 2010 Equity Incentive Plan as amended February 27, 2013 Incorporated by reference to Appendix A to the Registrants Form DEF 14A filed on April 1, 2013 10.29* Nordstrom, Inc. 2010 Equity Incentive Plan as amended and restated February 26, 2014 Incorporated by reference from the Registrants Form 8-K filed on March 4, 2014, Exhibit 10.4 10.30* Nordstrom, Inc. 2010 Equity Incentive Plan as amended and restated February 16, 2017 Incorporated by reference to Appendix A to the Registrants Form DEF 14A filed on April 5, 2017 10.32* Amendment 2006-1 to the Nordstrom, Inc. Leadership Separation Plan Incorporated by reference from the Registrants Annual Report on Form 10-K for the year ended February 2, 2008, Exhibit 10.56 10.33* Amendment 2008-1, Nordstrom, Inc. Leadership Separation Plan Incorporated by reference from the Registrants Form 8-K filed on November 24, 2008, Exhibit 10.3 10.35* Amendment 2013-1 to the Nordstrom Leadership Separation Plan Incorporated by reference from the Registrants Form 8-K filed on March 5, 2013, Exhibit 10.1 10.36* Amendment 2016-1 to Nordstrom Leadership Separation Plan Incorporated by reference from the Registrants Form 8-K filed on March 1, 2016, Exhibit 10.4 10.37* Form of 2011 Performance Share Unit Award Agreement Incorporated by reference from the Registrants Form 8-K filed on November 19, 2010, Exhibit 10.2 10.38* Form of 2012 Performance Share Unit Agreement Incorporated by reference from the Registrants Form 8-K filed on November 18, 2011, Exhibit 10.2 10.39* Form of 2013 Performance Share Unit Award Agreement Incorporated by reference from the Registrants Form 8-K filed on November 14, 2012, Exhibit 10.2 10.40* Form of 2014 Performance Share Unit Award Agreement Incorporated by reference from the Registrants Form 8-K filed on March 4, 2014, Exhibit 10.3 10.41* Form of the 2015 Performance Share Unit Award Agreement Incorporated by reference from the Registrants Form 8-K filed on February 19, 2015, Exhibit 10.3 10.42* Form of the 2016 Performance Share Unit Award Agreement Incorporated by reference from the Registrants Form 8-K filed on March 1, 2016, Exhibit 10.3 10.43* Form of the 2017 Performance Share Unit Notice and Award Agreement Incorporated by reference from the Registrants Form 8-K filed on February 23, 2017, Exhibit 10.3 10.44* Nordstrom Supplemental Executive Retirement Plan (2008 Restatement) Incorporated by reference from the Registrants Form 8-K filed on November 24, 2008, Exhibit 10.4 10.45* Amendment 2009-1 to the Nordstrom Supplemental Executive Retirement Plan Incorporated by reference from the Registrants Form 8-K filed on March 3, 2009, Exhibit 10.4 10.46* Amendment 2014-1 to the Nordstrom Supplemental Executive Retirement Plan Incorporated by reference from the Registrants Form 8-K filed on August 25, 2014, Exhibit 10.1 10.47* Amendment 2014-2 to the Nordstrom Supplemental Executive Retirement Plan Incorporated by reference from the Registrants Form 8-K filed on August 25, 2014, Exhibit 10.2 10.48 Nordstrom Directors Deferred Compensation Plan (2017 Restatement) Filed herewith electronically 10.49 2009 Form of Independent Director Indemnification Agreement Incorporated by reference from the Registrants Form 8-K filed on March 3, 2009, Exhibit 10.1 10.50 2010 Form of Independent Director Indemnification Agreement Incorporated by reference from the Registrants Annual Report on Form 10-K for the year ended January 29, 2011, Exhibit 10.78 10.53 Form of Restricted Stock Award under the 2002 Nonemployee Director Stock Incentive Plan Incorporated by reference from the Registrants Quarterly Report on Form 10-Q for the quarter ended November 3, 2007, Exhibit 10.1 10.54 Form of 2012 Restricted Stock Unit Agreement Incorporated by reference from the Registrants Form 8-K filed on November 18, 2011, Exhibit 10.3 10.55 Form of 2013 Restricted Stock Unit Award Agreement Incorporated by reference from the Registrants Form 8-K filed on November 14, 2012, Exhibit 10.3 10.56 Form of 2014 Restricted Stock Unit Award Agreement Incorporated by reference from the Registrants Form 8-K filed on March 4, 2014, Exhibit 10.2 10.57 Form of the 2015 Restricted Stock Unit Award Agreement Incorporated by reference from the Registrants Form 8-K filed on February 19, 2015, Exhibit 10.2 10.58 Form of the 2016 Restricted Stock Unit Award Agreement Incorporated by reference from the Registrants Form 8-K filed on March 1, 2016, Exhibit 10.2 10.59 Form of 2016 Restricted Stock Unit Award Agreement, Supplemental Award Incorporated by reference from the Registrants Quarterly Report on Form 10-Q for the quarter ended July 30, 2016, Exhibit 10.3 10.60 Form of the 2017 Restricted Stock Unit Award Agreement Incorporated by reference from the Registrants Form 8-K filed on February 23, 2017, Exhibit 10.2 10.61 Form of 2017 Restricted Stock Unit Award Agreement, Supplemental Award Incorporated by reference from the Registrants Annual Report on Form 10-K for the year ended January 28, 2017, Exhibit 10.67 10.64 Revolving Credit Agreement dated April 1, 2015, between Registrant and each of the initial lenders named therein as lenders; Bank of America, N.A. as administrative agent; Wells Fargo Bank, National Association and U.S. Bank, National Association as co-syndication agents; and Fifth Third Bank as managing agent. Incorporated by reference from the Registrants Form 8-K filed on April 6, 2015, Exhibit 10.1 10.65 First Amendment to Revolving Credit Agreement dated March 31, 2016, between Registrant, Bank of America, N.A. as Agent and the Lenders party thereto Incorporated by reference from the Registrants Form 8-K filed on April 6, 2016, Exhibit 10.1 10.67 Servicing Agreement, dated as of May 1, 2007, by and between Nordstrom fsb, and Nordstrom Credit, Inc. Incorporated by reference from the Registrants Form 8-K filed on May 8, 2007, Exhibit 99.2 10.68 Amended and Restated Transfer and Servicing Agreement, dated as of May 1, 2007, by and between Nordstrom Credit Card Receivables II LLC, as transferor, Nordstrom fsb, as servicer, Wells Fargo Bank, National Association, as indenture trustee, and Nordstrom Credit Card Master Note Trust II, as issuer Incorporated by reference from the Registrants Form 8-K filed on May 8, 2007, Exhibit 99.4 10.69 Second Amended and Restated Trust Agreement, dated as of May 1, 2007, by and between Nordstrom Credit Card Receivables II LLC, as transferor, and Wilmington Trust Company, as owner trustee Incorporated by reference from the Registrants Form 8-K filed on May 8, 2007, Exhibit 99.5 10.70 Amended and Restated Administration Agreement, dated as of May 1, 2007, by and between Nordstrom Credit Card Master Note Trust II, as issuer, and Nordstrom fsb, as administrator Incorporated by reference from the Registrants Form 8-K filed on May 8, 2007, Exhibit 99.6 10.71 Amended and Restated Receivables Purchase Agreement, dated as of May 1, 2007, by and between Nordstrom Credit, Inc., as seller and Nordstrom Credit Card Receivables II LLC, as purchaser Incorporated by reference from the Registrants Form 8-K filed on May 8, 2007, Exhibit 99.3 10.72 Participation Agreement, dated as of May 1, 2007, by and between Nordstrom fsb, as seller and Nordstrom Credit, Inc., as purchaser Incorporated by reference from the Registrants Form 8-K filed on May 8, 2007, Exhibit 99.1 10.73 Confirmation of transaction between The Royal Bank of Scotland plc and Nordstrom Inc., dated as of December 22, 2009 Incorporated by reference from the Registrants Form 8-K filed on December 23, 2009, Exhibit 10.1 10.74 Confirmation of transaction between Wachovia Bank N.A. and Nordstrom Inc., dated as of December 22, 2009 Incorporated by reference from the Registrants Form 8-K filed on December 23, 2009, Exhibit 10.2 10.76 Press release dated September 4, 2014 announcing that its Board of Directors authorized a $1,000 million share repurchase program Incorporated by reference from the Registrants Form 8-K filed on September 4, 2014, Exhibit 99.1 10.77 Press release dated October 1, 2015 announcing that its Board of Directors authorized a $1,000 million share repurchase program Incorporated by reference from the Registrants Form 8-K filed on October 2, 2015, Exhibit 99.1 10.78 Press release dated February 17, 2017 announcing that its Board of Directors authorized a $500 million share repurchase program and approved a quarterly dividend Incorporated by reference from the Registrants Form 8-K filed on February 21, 2017, Exhibit 99.2 10.79 Press release dated December 3, 2013 announcing the pricing of a private offering of 2044 Notes Incorporated by reference from the Registrants Form 8-K filed on December 4, 2013, Exhibit 99.1 10.80 Press release dated December 3, 2013 announcing the commencement of a private exchange offering Incorporated by reference from the Registrants Form 8-K filed on December 4, 2013, Exhibit 99.2 10.81 Press release dated December 12, 2013 announcing the closing of the private offering of 2044 Notes Incorporated by reference from the Registrants Form 8-K filed on December 12, 2013, Exhibit 99.1 10.82 Press release dated December 17, 2013 relating to the expiration of the early participation period Incorporated by reference from the Registrants Form 8-K filed on December 17, 2013, Exhibit 99.1 10.83 Press release dated January 2, 2014 relating to the closing of the private exchange offer Incorporated by reference from the Registrants Form 8-K filed on January 2, 2014, Exhibit 99.1 10.84 Purchase and Sale Agreement by and among Nordstrom, Inc., Nordstrom Credit, Inc., Nordstrom FSB and TD Bank USA, N.A. dated May 25, 2015 Incorporated by reference from the Registrants Quarterly Report on Form 10-Q for the quarter ended August 1, 2015, Exhibit 10.1 10.85 Credit Card Program Agreement by and among Nordstrom, Inc., Nordstrom FSB and TD Bank USA, N.A. dated May 25, 2015 Incorporated by reference from the Registrants Quarterly Report on Form 10-Q for the quarter ended October 31, 2015, Exhibit 10.1 10.86 Letter agreement, dated June 7, 2017 Incorporated by reference from the Registrants Form 8-K filed on June 8, 2017, Exhibit 99.2, and the Registrants SC 13D filed on June 8, 2017, Exhibit 3 21.1 Significant subsidiaries of the Registrant Filed herewith electronically 31.1 Certification of Co-President required by Section 302(a) of the Sarbanes-Oxley Act of 2002 Filed herewith electronically 31.2 Certification of Chief Financial Officer required by Section302(a) of the Sarbanes-Oxley Act of 2002 Filed herewith electronically 32.1 Certification of Co-President and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Furnished herewith electronically