(Mark One)

þ		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

(Exact name of Registrant as specified in its charter)

Washington (State or other jurisdiction of incorporation or organization)		91-0515058 (IRS employer Identification No.)
1617 Sixth Avenue, Seattle, Washington (Address of principal executive offices)		98101 (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 o

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

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

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

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

Large accelerated filer þ		Accelerated filer o
Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller reporting company o

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

As of August 1, 2008 the aggregate market value of the Registrant’s voting and non-voting stock held by non-affiliates of the Registrant was approximately $5.2 billion using the closing sales price on that day of $28.92. On March 11, 2009, 215,485,680 shares of common stock were outstanding.

Portions of the Proxy Statement for the 2009 Annual Meeting of Shareholders scheduled to be held on May 19, 2009 are incorporated into Part III.

 

 

Nordstrom, Inc. and subsidiaries 1

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TABLE OF CONTENTS

				Page
PART I
Item 1.		Business.			4
Item 1A.		Risk Factors.			6
Item 1B.		Unresolved Staff Comments.			9
Item 2.		Properties.			9
Item 3.		Legal Proceedings.			12
Item 4.		Submission of Matters to a Vote of Security Holders.			12
PART II
Item 5.		Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities.			13
Item 6.		Selected Financial Data.			14
Item 7.		Management’s Discussion and Analysis of Financial Condition and Results of Operations.			15
Item 7A.		Quantitative and Qualitative Disclosures About Market Risk.			30
Item 8.		Financial Statements and Supplementary Data.			31
Item 9.		Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.			57
Item 9A.		Controls and Procedures.			57
Item 9B.		Other Information.			57
PART III
Item 10.		Directors, Executive Officers and Corporate Governance.			57
Item 11.		Executive Compensation.			57
Item 12.		Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.			58
Item 13.		Certain Relationships and Related Transactions.			58
Item 14.		Principal Accounting Fees and Services.			58
PART IV
Item 15.		Exhibits, Financial Statement Schedules.			58
Signatures					59
Consent of Independent Registered Public Accounting Firm					60
Schedule II - Valuation and Qualifying Accounts					61
Exhibit Index					62
EX-21.1
EX-31.1
EX-31.2
EX-32.1

Nordstrom, Inc. and subsidiaries 3

PART I

Item 1. Business.

DESCRIPTION OF BUSINESS
Nordstrom incorporated in the state of Washington in 1946 as the successor to a retail shoe business that started in 1901. We are one of the nation’s leading fashion specialty retailers, with 171 U.S. stores located in 28 states as of March 20, 2009. The west coast and east coast are the areas in which we have the largest presence. Nordstrom is comprised of four segments: Retail Stores, Direct, Credit, and Other.

Retail Stores derives its revenues from sales of high-quality apparel, shoes, cosmetics and accessories. It includes our 109 ‘Nordstrom’ full-line stores, 58 off-price ‘Nordstrom Rack’ stores, two clearance stores that operate under the name ‘Last Chance,’ and two ‘Jeffrey’ boutiques. The Nordstrom Rack stores purchase merchandise directly from manufacturers and also serve as outlets for clearance merchandise from our full-line stores.

In 2008, we opened eight full-line stores (Aventura, Florida; Honolulu, Hawaii; Burlington, Massachusetts; Clinton Township, Michigan; Thousand Oaks, California; Indianapolis, Indiana; Pittsburgh, Pennsylvania; and Naples, Florida), relocated one full-line store (Tacoma, Washington) and opened six Rack stores (White Plains, New York; Laguna Hills, California; Naperville, Illinois; Lyndhurst, Ohio; Danvers, Massachusetts; and San Antonio, Texas). To date in 2009, we have relocated one full-line store (Murray, Utah) and opened two new Rack stores (Paramus, New Jersey and Dallas, Texas). During the remainder of 2009, we are scheduled to open three full-line stores (Cherry Hill, New Jersey; Peabody, Massachusetts; and Cincinnati, Ohio) and open eight additional Rack stores (Sandy, Utah; Orland Park, Illinois; East Palo Alto, California; Los Angeles, California; Southlake, Texas; Orlando, Florida; Pasadena, California; and Cincinnati, Ohio). In 2010, we are scheduled to open three full-line stores, relocate one full-line store and open four Rack stores.

Direct generates revenues from sales of high-quality apparel, shoes, cosmetics and accessories by serving our customers on the Internet at www.nordstrom.com and through our catalogs. The Direct segment’s sales are primarily shipped via third-party carriers from our fulfillment center in Cedar Rapids, Iowa.

Through our wholly owned federal savings bank, Nordstrom fsb, we offer a private label card, two Nordstrom VISA credit cards and a debit card for Nordstrom purchases. The credit and debit cards feature a shopping-based loyalty program designed to increase customer visits and spending in our Retail Stores and Direct segments. Our Credit segment generates income through finance charges and other fees on these cards.

Our Other segment includes our product development team, called Nordstrom Product Group, which designs and contracts to manufacture private label merchandise sold in our Retail Stores and Direct. In addition, this segment includes our corporate center operations. During the time that we owned it, this segment also included the operations of our Façonnable business.

For more information about our business and our reportable segments, see Item 7, “Management’s Discussion and Analysis of Financial Condition
and Results of Operations” on page 15 and Note 15 of the Notes to Consolidated Financial Statements in Item 8.

FISCAL YEAR END
Our fiscal year ends on the Saturday closest to January 31st. References to 2008 relate to the 52-week fiscal year ended January 31, 2009. References to 2007 and 2006 relate to the 52-week fiscal year ended February 2, 2008 and 53-week fiscal year ended February 3, 2007, respectively. Fiscal year 2006 includes an extra week (the 53^rd week) as a result of our 4-5-4 retail reporting calendar. References to 2009 relate to the 52-week fiscal year ending January 30, 2010.

TRADEMARKS
We have approximately 139 registered trademarks or trademark applications. Our most notable trademarks include Nordstrom, Nordstrom Rack, John W. Nordstrom, Caslon, and Classiques Entier. Each of our trademarks is renewable indefinitely provided that it is still used in commerce at the time of the renewal.

RETURN POLICY
We offer our customers a fair and liberal return policy at our full-line stores and Nordstrom Direct (online and catalog). Our Nordstrom Rack stores accept returns up to 30 days from the date of purchase. In general, our return policy is somewhat more generous than industry standards. We utilize historical return patterns to estimate our expected returns.

SEASONALITY
Due to our Anniversary Sale in July and the holidays in December, historically, sales are higher for our Retail Stores and Direct in the second and fourth quarters of the fiscal year than in the first and third quarters.

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

4

In order to offer merchandise that our customers want, we purchase merchandise from a wide variety of high-quality suppliers. We also have arrangements with agents and contract manufacturers to produce our private label merchandise. Our suppliers include domestic and foreign businesses. We expect our suppliers to meet our “Nordstrom Partnership: Standards and Business Practice Guidelines,” which address our standards for matters such as law, labor, health and safety, and environment.

COMPETITIVE CONDITIONS
Our business is highly competitive. Each of our stores competes with other national, regional and local retail establishments that may carry similar lines of merchandise, including department stores, specialty stores, boutiques and Internet businesses. Our specific competitors vary from market to market. We believe the principal methods of competing in our industry include customer service, fashion, quality of product, depth of selection, store environment and location.

EMPLOYEES
During 2008, we regularly employed on a full- or part-time basis approximately 51,000 employees. Due to the seasonal nature of our business, employment increased to approximately 54,000 employees in July 2008 and 52,000 in December 2008.

CAUTIONARY STATEMENT
Certain statements in this Annual Report on Form 10-K contain “forward-looking” information (as defined in the Private Securities Litigation Reform Act of 1995) that involve risks and uncertainties, including, but not limited to, anticipated financial results, store openings, capital expenditures and dividend yield, and trends in company operations. Such statements are based upon current beliefs and expectations of the company’s management and are subject to significant risks and uncertainties. Actual future results and trends may differ materially from historical results or current expectations depending upon factors including, but not limited to, the impact of deteriorating economic and market conditions and the resultant impact on consumer spending patterns, the company’s ability to respond to the business environment and fashion trends, the competitive pricing environment within the retail sector, effective inventory management, the effectiveness of planned advertising, marketing, and promotional campaigns, successful execution of the company’s store growth strategy including the timely completion of construction associated with newly planned stores, relocations, and remodels, all of which may be impacted by the financial health of third parties, the company’s compliance with applicable banking and related laws and regulations impacting the company’s ability to extend credit to its customers, the company’s compliance with information security and privacy laws and regulations, employment laws and regulations and other laws and regulations applicable to the company, successful execution of the company’s multi-channel strategy, the company’s ability to safeguard its brand and reputation, efficient and proper allocation of the company’s capital resources, successful execution of the company’s technology strategy, trends in personal bankruptcies and bad debt write-offs, availability and cost of credit, changes in interest rates, the company’s ability to maintain its relationships with company employees and to effectively train and develop its future leaders, the company’s ability to control costs, risks related to fluctuations in world currencies, weather conditions and hazards of nature that affect consumer traffic and consumers’ purchasing patterns, and the timing and amounts of any share repurchases by the company.

These and other factors could affect our financial results and cause actual results to differ materially from those contained in any forward-looking statements we may make. As a result, while we believe there is a reasonable basis for the forward-looking statements, you should not place undue reliance on those statements. We undertake no obligation to update or revise any forward-looking statements to reflect subsequent events, new information or future circumstances.

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

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

CORPORATE GOVERNANCE
We have a long-standing commitment to upholding a high level of ethical standards. In addition, as required by the listing standards of the New York Stock Exchange (“NYSE”) and the rules of the SEC, we have adopted Codes of Business Conduct and Ethics for our employees, officers and directors (“Codes of Ethics”) and Corporate Governance Guidelines. We have posted on our Internet Web site our Codes of Ethics, our Corporate Governance Guidelines, and our Committee Charters for the Audit, Compensation, Corporate Governance and Nominating, Executive, and Finance committees. These items are also available in print to any person, without charge, upon request to:

Nordstrom, Inc. Investor Relations
P.O. Box 2737
Seattle, Washington 98111-2737
(206) 303-3200
invrelations@nordstrom.com

Nordstrom, Inc. and subsidiaries 5

Item 1A. Risk Factors.
(Dollars in millions)

Our business faces many risks. We believe the risks described below outline the items of most concern to us. However, these risks are not the only ones we face. Additional risks and uncertainties, not presently known to us or that we currently consider immaterial, may also impair our business operations.

DETERIORIATION OF ECONOMIC CONDITIONS
The recent deterioration in economic conditions has hurt our business in several ways. Instability in the stock market, tightening of consumer credit and the recent decline in the housing market in the United States has caused a reduction in consumer spending. This has had a significant negative impact on our revenues. We sell high-quality apparel, shoes, cosmetics and accessories, which many consumers consider to be discretionary items. During economic downturns, fewer customers may shop in our stores and on our Web site, and those who do shop may limit the amount of their purchases, all of which may lead to higher markdowns and increased marketing and promotional spending in response to lower demand. The deterioration of economic conditions has also adversely affected our credit customers’ payment patterns and default rates, increasing our bad debt expense. We do not expect that economic conditions are likely to improve significantly in the near future, and a continuation or worsening of the credit crisis, or even the fear of such a development, could continue to harm our business.

ABILITY TO RESPOND TO THE BUSINESS ENVIRONMENT AND FASHION TRENDS
Our ability to predict or respond to changes in fashion trends and consumer preferences quickly, and to match our merchandise mix to consumer tastes, impacts our sales and operating results. If we do not identify and respond to emerging trends in lifestyle and consumer preferences quickly enough, we may be forced to sell our merchandise at higher average markdown levels and lower average margins, which could harm our business. In addition, many factors outside of our control, including consumer confidence, weather and other hazards of nature that affect consumer traffic, and general economic conditions could decrease consumer spending at our stores.

BRAND AND REPUTATION
We have a well-recognized brand that many customers believe offers a high level of customer service and quality merchandise. Any significant damage to our brand or reputation could negatively impact sales, reduce employee morale and productivity, and diminish customer trust, any of which would harm our business.

INVENTORY MANAGEMENT
We strive to ensure the merchandise we offer remains fresh and compelling to our customers. We make decisions regarding inventory purchases well in advance of the season in which it will be sold. If we are not successful at predicting our sales trends and adjusting our purchases, we may have excess inventory, which would result in additional markdowns and reduce our operating performance. This could have an adverse effect on margins and net earnings. Conversely, if we fail to purchase enough merchandise, we may not have an adequate supply of products to meet our customers’ demand. This may cause us to lose sales or harm our customer relationships.

CAPITAL MANAGEMENT AND LIQUIDITY
Our goal is to invest capital to maximize our overall long-term returns. This includes spending on inventory, capital projects and expenses, managing debt levels, managing accounts receivable through our credit business and returning value to our shareholders through dividends and share repurchases. To a large degree, capital management and liquidity reflects how well we manage our other key risks. The actions we take to address other specific risks could affect how well we manage the more general risk of capital management and liquidity. If we do not properly allocate our capital to maximize returns, our business may suffer.

IMPACT OF COMPETITIVE MARKET FORCES
The retail industry environment continues to change for many of our vendors and customers. In the future, our competition may partner more effectively with vendors to serve consumers’ needs. If we do not effectively respond to changes in our environment, we may see a loss of market share to competitors, declining sales and declining profitability due to higher markdowns.

STORE GROWTH PLAN
Our five-year strategic growth plan includes opening several new full-line and Rack stores, with 28 announced store openings through 2013. We compete with other retailers and businesses for suitable locations for our stores. Local land use and other regulations may impact our ability to find suitable locations. New store openings also involve certain risks, including constructing, furnishing and supplying a store in a timely and cost effective manner and accurately assessing the demographic or retail environment for a particular location. Our future sales at new, relocated or remodeled stores may not meet our projections, which could affect our return on investment. Performance in our new stores could also be negatively impacted if we are unable to hire employees who are able to deliver the level of service our customers have come to expect when shopping in our stores. Our expected opening dates have sometimes been delayed because of developer plan delays. If these developer plan delays continue or worsen, they could have a negative impact on profitability. Our inability to execute our store growth strategy in a way that generates appropriate returns on investment could affect our future growth and profitability.

6

CONSUMER CREDIT
Our credit card operations drive sales in our stores, allow our stores to avoid third-party transaction fees and generate additional revenues by extending credit. Our credit card revenue is subject to changes in interest rates which fluctuate based on market conditions. The market conditions influencing interest rates are based on economic factors that are beyond our control and include, but are not limited to, recession, inflation, deflation, consumer credit availability, consumer debt levels, tax rates and policy, unemployment trends and other matters that influence consumer confidence and spending. Our ability to extend credit to our customers and to collect payments from them depends on many factors including compliance with applicable laws and regulations, any of which may change from time to time. Changes in credit card use, payment patterns and default rates have resulted from a variety of economic, legal, social and other factors that we cannot control or predict with certainty. Changes that impact our ability to extend credit and collect payments have negatively affected our results and may continue in the future.

AVAILABILITY AND COST OF CREDIT
U.S. and global credit and equity markets have recently undergone significant disruption, making it difficult for many businesses to obtain financing on acceptable terms or at all. As a result of this disruption, we have experienced an increase in the cost of borrowings necessary to operate our business. If these conditions continue or become worse, our cost of borrowing could continue to increase. It may also become more difficult to obtain financing for our operations or to refinance long-term obligations as they become payable. In addition, our borrowing costs can be affected by independent rating agencies’ short and long-term debt ratings which are based largely on our performance as measured by credit metrics including interest coverage and leverage ratios. A decrease in these ratings would likely also increase our cost of borrowing and make it more difficult for us to obtain financing. A significant increase in the costs we incur in order to finance our operations may have a material adverse impact on our business results and financial condition.

SUPPLY CHAIN DISRUPTION
We do not own or operate any manufacturing facilities and depend on independent third-parties to manufacture our merchandise. We may experience operational difficulties with our vendors, such as the availability of production capacity, errors in meeting merchandise specifications, insufficient quality control, failures to meet production deadlines or increases in manufacturing costs. A vendor’s failure to ship merchandise to us on a timely basis or to meet the required quality standards could cause supply shortages and could result in lost sales. We depend on the orderly operation of the receiving and distribution process, which depends, in turn, on adherence to shipping schedules and effective management of our six distribution centers and our Direct fulfillment center. We believe that our receiving and distribution process is efficient. However, unforeseen disruptions in operations due to fires, hurricanes or other catastrophic events, labor disagreements or shipping problems, may result in delays in the delivery of merchandise to our stores or our customers and could increase our costs. Although we maintain business interruption and property insurance, if any of the distribution centers or our fulfillment center is shut down for any reason, our insurance coverage may not be sufficient or we may not receive insurance proceeds in a timely manner.

RELATIONSHIP WITH VENDORS AND DEVELOPERS
Our relationships with our vendors and developers have been a significant contributor to our past success and our position as a retailer of high-quality and fashion merchandise. Some of our vendors and developers have experienced serious cash flow problems due to the credit market crisis. In addition, the recent economic deterioration has reduced the availability of funds for vendors and developers.

We depend on the work of our developer partners to be able to sustain our store growth plan. In the case of developer delays of shopping center expansion, renovation or construction projects or developer bankruptcies, our expected store openings or remodels could be further delayed or cancelled, and maintenance and leasing at some shopping centers in which we have stores could be adversely affected.

Many of our key vendors limit the number of retail channels they use to sell their merchandise and competition to obtain and sell those goods is intense. Nearly all the brands of our top vendors are sold by competing retailers, and many of our top vendors also have their own dedicated retail stores. If one or more of our top vendors were to increase sales of merchandise through their own stores or to the stores of our competitors, our business could be adversely affected. We have no guaranteed supply arrangements with our principal merchandising sources. To counteract cash flow problems, our vendors could attempt to increase their prices, pass through increased costs, alter payment terms or seek other relief. Accordingly there can be no assurance that our vendors will continue to meet our quality, style or volume requirements. Our vendors may be forced to reduce their operations or file for bankruptcy protection, which in some cases would make it difficult for us to serve the market’s needs and could have a material adverse effect on our business.

GEOGRAPHIC LOCATION OF STORES
A significant amount of our total sales are derived from stores located on the west and east coasts, particularly California, which increases our dependence on local economic conditions within these states. The success of our credit card business is also highly dependent on our customers’ ability to pay and our ability to minimize risk when extending credit to cardholders. Deterioration in economic conditions and consumer confidence within these states has negatively impacted our business, including a reduction in overall sales, reduced gross margins and increased expenses including bad debt expense. These trends could become worse if these factors continue.

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

Nordstrom, Inc. and subsidiaries 7

EMPLOYMENT LAWS AND REGULATIONS
Our policies and procedures are designed to comply with human resource laws, employment laws and discrimination laws set forth by the federal government and in each of the states and municipalities where we do business. Human resource laws include regulations related to wage and hour, meal and rest period, and commissions. Wage and hour laws are complex, and the related enforcement is increasingly aggressive, particularly in the state of California. Employment and discrimination laws continue to evolve, making ongoing compliance in this area a challenge. Failure to comply with these laws may result in damage to our reputation, class action lawsuits, legal and settlement costs, disruption of our business, and loss of customers and employees, which would result in a loss of sales, increased employment costs, low employee morale, and harm to our business and results of operations.

INFORMATION SECURITY AND PRIVACY
The protection of our customer, employee and company data is important to us. The regulatory environment surrounding information security and privacy is increasingly demanding, with new and constantly changing requirements across our business units. In addition, our customers have a high expectation that we will adequately protect their personal information. A significant breach of customer, employee or company data could damage our reputation and result in lost sales, fines and lawsuits.

INFORMATION TECHNOLOGY STRATEGY
We make investments in information technology to sustain our competitive position. For 2009, we expect to spend approximately $155 on information technology operations and system development, which is key to our growth. We must monitor and choose the right investments and implement them at the right pace. Targeting the wrong opportunities, failing to make the best investments, or making an investment commitment significantly above or below our needs may result in the loss of our competitive position. In addition, if we do not maintain our current systems we may see interruptions to our business and increase our costs in order to bring our systems up to date.

We may implement too much technology, or change too fast, which could result in failure to adopt the new technology if we are not ready or capable of accepting it. Excessive technological change impacts the effectiveness of adoption, and could make it more difficult for us to realize benefits from the technology. However, not implementing new technologies can also compromise our competitive position. If we are unable to strike the appropriate balance in the pace of our adoption of new technology, our business may suffer.

REGULATORY COMPLIANCE
Our policies and procedures are designed to comply with all applicable laws and regulations, including those imposed by the SEC, NYSE, the banking industry and foreign countries. Additional legal and regulatory requirements and the fact that foreign laws occasionally conflict with domestic laws, have increased the complexity of the regulatory environment and the cost of compliance. Failure to comply with the various regulations may result in damage to our reputation, civil and criminal liability, fines and penalties, increased cost of regulatory compliance and restatements of our financial statements.

MULTI-CHANNEL STRATEGY EXECUTION
Over the past several years, we have made changes in our Direct business that better align our online shopping environment with the customer experience in our full-line stores. These changes included: aligning our Direct merchandise offering with our full-line stores to create a seamless experience for our customers between our stores and Web site, linking the full-line stores and Direct merchandise organizations; reducing the number and frequency of our Direct catalog mailings; and transitioning our Direct inventory system onto our full-line store platform. Our inability to continue to successfully execute this strategy could impact our future operating performance.

SEASONALITY
Our business is seasonal in nature. Due to our Anniversary Sale in July and the holidays in December, sales are higher for our Retail Stores and Direct segment in the second and fourth quarters of the fiscal year than in the first and third quarters. Accordingly, our results may vary considerably from quarter to quarter. In addition, we have significant additional cash requirements in the period leading up to the months of November and December in anticipation of higher sales volume in those months, including expenses for additional inventory, advertising and employees.

FOREIGN CURRENCY
We purchase a portion of our inventory from foreign suppliers whose cost to us is affected by fluctuations of their local currency against the U.S. dollar or who price their merchandise in currencies other than the U.S. dollar. We purchase goods from many countries and are affected by changes in numerous currencies as well as fluctuations in the U.S. dollar relative to foreign currencies. Changes in the value of the U.S. dollar relative to foreign currencies may increase our cost of goods sold, and if we are unable to pass these cost increases on to our customers, our gross margins, and ultimately our earnings, would decrease. Foreign currency fluctuations could have a material adverse effect on our business, financial condition and results of operations in the future.

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

8

Item 1B. Unresolved Staff Comments.

None.

Item 2. Properties.

The following table summarizes the number of retail stores owned or leased by us, and the percentage of total store square footage represented by each listed category at January 31, 2009:

							% of total store
			Number of Stores				square footage
	Owned stores on owned land			33				24.0	%
	Owned on leased land			56				47.1	%
	Leased stores			79				28.1	%
	Partly owned and partly leased			1				0.8	%
	Total			169				100.0	%

We also own six merchandise distribution centers, located in Portland, Oregon; Dubuque, Iowa; Ontario, California; Newark, California; Upper Marlboro, Maryland; and Gainesville, Florida, which are utilized by the Retail Stores segment. The Direct segment utilizes one fulfillment center in Cedar Rapids, Iowa, which is owned on leased land. Our administrative offices in Seattle, Washington are a combination of leased and owned space. We also lease an office building in the Denver, Colorado metropolitan area that serves as an office of Nordstrom fsb and Nordstrom Credit, Inc.

Nordstrom, Inc. and subsidiaries 9

The following table lists our retail store facilities as of January 31, 2009:

¹This store has been subsequently relocated.

10

¹This store has been subsequently relocated.

To date in 2009, we have relocated one full-line store and opened two new Rack stores. During the remainder of 2009, we are scheduled to open three full-line stores and eight additional Rack stores. In 2010, we are scheduled to open three new full-line stores and four Rack stores.

Nordstrom, Inc. and subsidiaries 11

Item 3. Legal Proceedings.

We are involved in routine claims, proceedings and litigation arising from the normal course of our business. We do not believe any such claim, proceeding or litigation, either alone or in aggregate, will have a material impact on our financial condition, results of operations or cash flows.

Item 4. Submission of Matters to a Vote of Security Holders.

None.

12

PART II

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

MARKET, SHAREHOLDER AND DIVIDEND INFORMATION
Our common stock, without par value, is traded on the New York Stock Exchange under the symbol “JWN.” The approximate number of holders of common stock as of March 11, 2009 was 103,543, based upon the number of registered and beneficial shareholders, as well as the number of employee shareholders in the Nordstrom 401(k) Plan and Profit Sharing Plan. On this date we had 215,485,680 shares of common stock outstanding.

The high and low sales prices of our common stock and dividends declared for each quarter of 2008 and 2007 are presented in the table below:

		Common Stock Price
		2008								2007								Dividends per Share
		High				Low				High				Low				2008				2007
1st Quarter		$	40.59			$	30.72			$	59.70			$	49.35			$	0.16			$	0.135
2nd Quarter		$	38.65			$	25.67			$	56.00			$	42.70			$	0.16			$	0.135
3rd Quarter		$	37.00			$	13.66			$	53.47			$	36.12			$	0.16			$	0.135
4th Quarter		$	18.17				$6.61			$	39.95			$	28.00			$	0.16			$	0.135
Full Year		$	40.59				$6.61			$	59.70			$	28.00			$	0.64				$0.54

STOCK PRICE PERFORMANCE
The following graph compares, for each of the last five fiscal years ending January 31, 2009, the cumulative total return of Nordstrom, Inc. common stock, Standard & Poor’s 500 Index and Standard & Poor’s Retail Index. The Retail Index is comprised of 27 retail companies, including Nordstrom, Inc., representing an industry group of the Standard & Poor’s 500 Index. The cumulative total return of Nordstrom, Inc. common stock assumes $100 invested on January 31, 2004 in Nordstrom, Inc. common stock and assumes reinvestment of dividends.

End of fiscal year:		2003				2004				2005				2006				2007				2008
Standard & Poor’s 500 Index			100				104				113				128				123				73
Standard & Poor’s Retail Index			100				114				123				140				113				69
Nordstrom, Inc. common stock			100				122				219				296				209				72

Nordstrom, Inc. and subsidiaries 13

Item 6. Selected Financial Data.

(Dollars in millions except sales per square foot and per share amounts)

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

Fiscal year		2008				20076				2006				2005				2004
Operations
Net sales			$8,272				$8,828				$8,561				$7,723				$7,131
Same-store sales percentage (decrease) increase1			(9.0%	)			3.9%				7.5%				6.0%				8.5%
Credit card revenues2			301				252				105				97				102
Gross profit3			2,855				3,302				3,207				2,835				2,572
Gross profit rate4			34.5%				37.4%				37.5%				36.7%				36.1%
Selling, general and administrative expenses:2
Retail stores, direct and other segments2			(2,111	)			(2,183	)			(2,205	)			(2,016	)			(1,934	)
Retail stores, direct and other segments rate4			25.5%				24.7%				25.8%				26.1%				27.1%
Credit segment2			(275	)			(177	)			(92	)			(85	)			(86	)
Total selling, general and administrative rate4			28.8%				26.7%				26.8%				27.2%				28.3%
Other income and expense, net2			9				19				134				99				71
Earnings before interest and income taxes (“EBIT”)			779				1,247				1,149				930				725
EBIT as a percentage of total revenues			9.1%				13.7%				13.3%				11.9%				10.0%
Interest expense, net			(131	)			(74	)			(43	)			(45	)			(78	)
Earnings before income taxes (“EBT”)			648				1,173				1,106				885				647
EBT as a percentage of total revenues			7.6%				12.9%				12.8%				11.3%				8.9%
Net earnings			401				715				678				551				393
Net earnings as a percentage of total revenues			4.7%				7.9%				7.8%				7.1%				5.4%
Earnings per diluted share			$1.83				$2.88				$2.55				$1.98				$1.38
Dividends per share			$0.64				$0.54				$0.42				$0.32				$0.24
Return on average shareholders’ equity			34.5%				43.6%				31.8%				28.4%				23.0%
Sales per square foot5			$388				$435				$423				$392				$369
Financial Position (at year end)
Customer accounts receivable, net			$1,881				$1,705				$609				$567				$580
Investment in asset backed securities			-				-				428				561				422
Merchandise inventories			900				956				997				956				917
Current assets			3,217				3,361				2,742				2,874				2,572
Current liabilities			1,601				1,635				1,433				1,623				1,341
Land, buildings and equipment, net			2,221				1,983				1,757				1,774				1,780
Long-term debt, including current portion			2,238				2,497				631				934				1,030
Shareholders’ equity			1,210				1,115				2,169				2,093				1,789
Book value per share			5.62				5.05				8.43				7.76				6.59
Total assets			5,661				5,600				4,822				4,921				4,605
Store Information (at year end)
Full-line stores			109				101				98				98				94
Rack and other stores			60				55				57				57				56
International Façonnable boutiques			-				-				36				32				31
Total square footage			21,876,000				20,502,000				20,170,000				20,070,000				19,397,000

¹ Same-stores include stores that have been open at least one full year at the beginning of the year and merchandise sales from our Direct segment. Fiscal year 2006 includes an extra week (the 53^rd week) as a result of our 4-5-4 retail reporting calendar. The 53^rd week is not included in same-store sales calculations.

² As described in Note 1 of the Notes to Consolidated Financial Statements in Item 8, we have reclassified credit card revenues and selling, general and administrative expenses for our credit segment in our consolidated statements of earnings to more clearly present our credit card business. Credit card revenues include finance charges, late and other fees generated by our combined Nordstrom private label card and Nordstrom VISA credit card programs, and interchange fees generated by the use of Nordstrom VISA cards at third-party merchants. These revenues were previously included in finance charges and other, net in our consolidated statement of earnings. Selling, general and administrative expenses for our credit segment consist of operational and marketing costs incurred to support and service our credit card programs and bad debt expense, and were previously included in total selling, general and administrative expenses in our consolidated statements of earnings.

³ Gross profit is calculated as net sales less cost of sales and related buying and occupancy costs (for all segments).

⁴ Gross profit and selling, general and administrative rates are calculated as a percentage of net sales.

⁵ Sales per square foot is calculated as net sales for all of our segments divided by weighted average square footage.

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

14

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

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

Nordstrom is a fashion specialty retailer offering high-quality apparel, shoes, cosmetics and accessories for women, men and children. We offer a wide selection of brand name and private label merchandise. We offer our products through multiple channels including full-line ‘Nordstrom’ stores, off-price ‘Nordstrom Rack’ stores, ‘Jeffrey’ boutiques, catalogs and on the Internet at www.nordstrom.com. Our stores are located throughout the United States. In addition, we offer our customers a variety of payment products and services including our loyalty program.

As a multi-channel retailer, we believe we are well positioned to respond to evolving customer needs and expectations. Our goal is to offer knowledgeable, friendly and welcoming service in our stores, online, and through our credit business with an integrated offering and consistent experience. Our salespeople are focused on building deeper relationships with our customers through their product knowledge and ability to offer solutions which save the customer’s time. We continue to strive to serve our customers better, using resources such as Personal Book, Fashion Rewards and the ability for our salespeople to seamlessly find inventory anywhere in the company. In 2008, we launched the “Buy Online, Pick Up in Store” service, which allows customers to purchase online, then pick up their item at a Nordstrom store on the same day. We want to create value for our customers through our seamless and unique shopping experience.

We’ve found that there’s a great deal of opportunity to grow our sales in existing stores simply by earning a greater share of our customers’ business across multiple product categories. We use customer research to better serve our customers’ needs and wants, whether it is a new wardrobe of great foundation pieces or an updated item to enhance their current attire. Our customer still wants newness, fashion, quality and brands. Our goal is to provide all of these items, with a best-in-market selection of versatile and compelling fashion brands. Over the course of 2008, it became clear that value and price sensitivity are important factors to our customers. With a broad merchandise offering, we can adjust our mix without changing who we are or how we are positioned in the market. Our merchants are working hard with our vendors to provide the right balance of quality, value and price points to our customers.

RESULTS OF OPERATIONS

2008 Overview
The business environment during 2008 was both challenging and volatile. The first half of the year was relatively stable with quarterly same-store sales decreasing between 6.0% and 6.5%. The second half of 2008 was more volatile as consumers reduced their discretionary spending due to economic concerns and uncertainty, and retailers struggled to align their businesses with significantly lower levels of demand. As a result, our quarterly same-store sales in the second half of 2008 declined between 11.1% and 12.5% and our gross profit was negatively impacted. In response, we needed to make tough choices in the near term while remaining true to our long-term strategy. Even in a challenging and uncertain economy, our strategy remains unchanged in its focus on customers and building strong relationships with them. We strive to provide superior service and compelling merchandise within existing product categories in an effort to grow our share of business with core customers. While the conditions in 2008 required that we significantly reduce expenses, inventory and planned capital expenditures, we believe we have done so while preserving our standards of service, product and shopping experience.

Our variable cost business model provides flexibility that helps mitigate the impact of slower sales trends on profit margins and cash flows. While we believe our model adjusts well to changing market trends, we took additional actions on expenses, working capital and planned capital expenditures to further mitigate operating margin pressure, improve operating cash flow and maintain a healthy balance sheet. We ended the fiscal year with inventory levels aligned with current sales trends. We followed a disciplined approach to finding and executing expense reduction opportunities and will continue these efforts through 2009. Given the current economic conditions, our capital expenditures in 2009 will be significantly reduced compared to our plan last year. These changes include reducing the number of major full-line store remodels from approximately six per year to approximately two per year. Additionally, the economic environment has affected our real estate development partners, who have delayed or canceled several of our planned new full-line stores. We are continuously monitoring our capital expenditure plans as economic conditions change. Although we have reduced our planned capital expenditures overall, we did not reduce our maintenance expenditures budget, as it is important that we maintain the look, feel and experience of shopping in our stores. Overall, we believe we are well positioned to weather the economic downturn, while maintaining an unwavering focus on our customers and positioning the company for the future.

Full year earnings before income taxes (“EBT”) decreased $525 from $1,173 in 2007 to $648 in 2008. The Retail Stores, Direct and Other segments produced $491 of this decrease due to lower sales and increased markdowns, partially offset by decreased variable costs and savings in fixed expenses. Our Credit segment contributed $34 of the decline in EBT, as our credit card yields were negatively impacted by higher bad debt expense and lower interest rates.

As described in Note 1 of the Notes to Consolidated Financial Statements in Item 8, we have reclassified credit card revenues and expenses in our consolidated statements of earnings to more clearly present our credit card business. Credit card revenues include finance charges, late and other fees generated by our combined Nordstrom private label card and Nordstrom VISA credit card programs, and interchange fees generated by the use of Nordstrom VISA cards at third-party merchants. These revenues were previously included in finance charges and other, net in our consolidated statement of earnings. Selling, general and administrative expenses for our credit segment consist of operational and marketing costs incurred to support and service our credit card programs and bad debt expense, and were previously included in total selling, general and administrative expenses in our consolidated statements of earnings.

Nordstrom, Inc. and subsidiaries 15

Retail Stores, Direct and Other Segments

Summary

Fiscal year		2008				2007				2006
Net sales			$8,272				$8,828				$8,561
Cost of sales and related buying and occupancy costs			(5,367	)			(5,479	)			(5,316	)
Gross profit1			2,905				3,349				3,245
Selling, general and administrative expenses			(2,111	)			(2,183	)			(2,205	)
% of net sales:
Cost of sales and related buying and occupancy costs			64.9%				62.1%				62.1%
Gross profit			35.1%				37.9%				37.9%
Selling, general and administrative expenses			25.5%				24.7%				25.8%

¹Gross profit is calculated as net sales less Retail Stores, Direct and Other segment cost of sales and related buying and occupancy costs.

Net Sales

Fiscal year		2008				2007				2006
Net sales			$8,272				$8,828				$8,561
Net sales (decrease) increase			(6.3%	)			3.1%				10.8%
Same-store sales (decrease) increase			(9.0%	)			3.9%				7.5%
Sales (decrease) increase by channel:
Full-line same-store sales			(12.4%	)			2.5%				5.9%
Rack same-store sales			3.1%				8.7%				10.9%
Net sales — Direct			8.4%				17.9%				24.7%
Percentage of net sales by merchandise category:
Women’s apparel			34%				35%				35%
Shoes			21%				20%				20%
Men’s apparel			16%				18%				18%
Women’s accessories			12%				11%				10%
Cosmetics			11%				11%				11%
Children’s apparel			3%				3%				3%
Other			3%				2%				3%
Total			100%				100%				100%

2008 VS 2007 NET SALES
Net sales declined 6.3% in 2008 compared to 2007. The decrease was due to same-store sales declines in our full-line stores, partially offset by increases in same-store sales for Rack and Direct, as well as new store openings.

Same-store sales for our full-line stores decreased 12.4% compared to the same period last year. The largest same-store sales decreases came in women’s apparel and men’s apparel. Women’s apparel continues to experience a market-wide downturn and we have seen a decline in men’s apparel correspond to the economic downturn, particularly during the fourth quarter. Regionally, business trends were most challenging in markets undergoing the largest housing price corrections. California was the most challenging region throughout 2008, with same-store sales below the full-line store average. All other regions were above the same-store sales average for full-line stores.

Our Rack channel had its seventh consecutive year of positive sales growth with a same-store sales increase of 3.1% for the year. Rack purchases merchandise from third parties and also serves as a clearance channel for our full-line stores. The accessories and men’s apparel categories drove this growth. Designer handbags led accessories and premium denim led men’s apparel. All regions contributed to the positive same-store sales results.

Our Direct channel net sales increased 8.4% for the year, with results driven by accessories, women’s apparel and kids’ merchandise categories. The growth in our Direct business was driven by our efforts to better align our merchandise offering and experience with our full-line stores. Our new “Buy Online, Pick Up in Store” service proved to be a convenient and valued service for our customers over the holiday gift-giving season.

During 2008 we opened eight new full-line and six new Rack stores. These new stores represent 3.3% of our total net sales for fiscal 2008, and increased our gross square footage by 6.7% during 2008.

2007 VS 2006 NET SALES
Total net sales increased 3.1% as a result of same-store sales increases as well as from the three full-line stores and one Rack store opened during fiscal 2007. The 2006 fiscal calendar had 53 weeks compared to our normal operating calendar of 52 weeks. In the 53^rd week of 2006, we had sales of $118. Excluding the extra week of sales in fiscal 2006, total sales increased 4.6% in fiscal year 2007. The 53^rd week is not included in same-store sales calculations.

16

Our full-line stores had a 2.5% same-store sales increase in 2007, on top of a 5.9% increase in 2006. The Midwest, South and Northwest were our strongest performing regions during 2007. By category, our largest same-store sales increases came from our designer apparel, women’s accessories and men’s apparel categories. Designer apparel offers fashion-forward and aspirational products, and customer demand for these products was strong. Women’s accessories benefited from increased sales of handbags and fashion jewelry. The increase in men’s apparel was in part due to growth in our younger contemporary offering.

Our Rack same-store sales increased 8.7% in 2007, following a 10.9% increase in 2006. The sales growth came from all regions and merchandise categories. Same-store sales were consistent across all regions, which showed high single-digit increases. The largest same-store sales increases were in accessories and men’s apparel. High performance bodywear, watches and sunglasses led the accessories category. The men’s increase reflects sales from premium denim, suits and dress shirts.

Nordstrom Direct’s 2007 total net sales increased 17.9% to $644. The growth in our Direct business was driven by our efforts to better align our online shopping environment with the customer experience in our full-line stores. This includes aligning our merchandise offering with the full-line stores to create a seamless experience for customers.

During 2007 we opened three new full-line stores and one new Rack store. These new stores represent 1.0% of our total net sales for fiscal 2007, and increased our gross square footage by 2.6% during 2007.

2009 FORECAST OF SAME-STORE SALES
As of March 20, 2009, we have relocated one full-line store and opened two new Rack stores. In total, we plan to open three new full-line stores and eight additional Rack stores during the year. This will increase retail square footage by approximately 3.7%. We expect 2009 same-store sales to decrease approximately 10% to 15%. Based on the pace of business in 2008, same-store sales in the first half of 2009 are expected to be 300 to 400 basis points lower than the projected annual rate.

Gross Profit

Fiscal year		2008				2007				2006
Gross profit1			$2,905				$3,349				$3,245
Gross profit rate2			35.1%				37.9%				37.9%
Average inventory per square foot			$49.00				$52.70				$52.37
Inventory turnover rate3			5.20				5.16				5.06

2008 VS 2007 GROSS PROFIT
Gross profit dollars decreased $444 from last year while our gross profit rate declined 280 basis points. Our gross profit rate is made up of both merchandise margin rates and buying and occupancy cost rate. The deterioration for the year was driven primarily by a decrease in our merchandise margin rate as we utilized markdowns to respond to slower sales and a more competitive environment. All major merchandise categories at our full-line stores contributed to this decrease. Our buying and occupancy costs as a percentage of sales increased 76 basis points as many of these costs are fixed relative to the sales decline.

Our average inventory turnover improved slightly over last year while our average inventory per square foot decreased 7.0% compared to the prior year. Our merchants’ efforts to align inventory levels to lower demand resulted in the improvement in our inventory turnover rate and our lower inventory per square foot. Our objective is to match the change in inventory per square foot, which declined 7.0% on average, with our same-store sales rate, which declined 9.0% for the year.

2007 VS 2006 GROSS PROFIT
Our gross profit rate in 2007 was consistent with 2006. During 2007 we experienced increasing inventory levels coupled with slower sales trends. To realign our inventory levels, we took higher markdowns during the last half of the year. The increase in markdowns was offset by a decrease in our buying and occupancy costs, which declined due to lower performance-based incentives and from the sale of our Façonnable business in 2007.

The increase in our average inventory per square foot in 2007 compared with 2006 supported the growth of our designer business in apparel, accessories and shoes. Although we encountered softer sales trends during the latter half of 2007, inventory discipline and growth in sales throughout the year resulted in improvement in our inventory turnover rate, which increased 1.9%.

2009 FORECAST OF GROSS PROFIT
In 2009, we expect a 150 to 250 basis point decrease in our gross profit rate. Although we begin 2009 with a good inventory position, we expect continued gross margin pressure as a result of competitive pressure and lower levels of customer demand. We will also incur additional occupancy expense for the three new full-line stores and ten new Rack stores in 2009.

Nordstrom, Inc. and subsidiaries 17

Selling, General and Administrative Expenses

Fiscal year		2008				2007				2006
Selling, general and administrative expenses			$2,111				$2,183				$2,205
Selling, general and administrative rate1			25.5%				24.7%				25.8%

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

2008 VS 2007 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Our selling, general and administrative expenses decreased $72 due to lower variable expenses as well as costs savings resulting from our focus on controlling fixed expenses, partially offset by the additional expenses related to our new stores. During 2008, we opened eight new full-line stores and six new Rack stores, which contributed $72 of additional expenses.

Our selling, general and administrative expenses as a percentage of net sales increased 79 basis points. The increase as a percentage of net sales was due to the fixed nature of many of our selling, general and administrative expenses and the impact of declining sales.

2007 VS 2006 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses were relatively flat in 2007 compared with 2006. The decrease in selling, general and administrative expenses as a percentage of net sales was primarily due to decreases in our incentive costs tied to company performance.

2009 FORECAST OF SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
In 2009, our selling, general and administrative dollars are expected to decrease $85 to $175, dependent on our sales performance in 2009. We anticipate our variable expense model to continue to adjust to sales trends. Additionally, continuing to manage headcount to our business, as well as targeted reductions in merit-based salary awards, discretionary spending and marketing and technology will reduce our fixed expenses. We expect $42 of additional selling, general and administrative expenses from new stores, which will partially offset the reduction in fixed and variable expenses.

We expect our selling, general and administrative expenses as a percentage of net sales to be slightly higher in 2009 compared with 2008, due to the fixed nature of many of these expenses in relation to our expected decline in net sales.

Gain on Sale of Façonnable
During the third quarter of 2007, we completed the sale of the Façonnable business in exchange for cash of $216, net of transaction costs, and realized a gain on sale of $34. The impact to reported earnings per diluted share for the year was $0.09, net of tax of $13.

18

Credit Segment

The Nordstrom Credit card products are designed to grow retail sales and customer relationships by providing superior payment products, services and loyalty benefits. We believe that owning our credit card business allows us to fully integrate our rewards program with our retail stores and provide superior service and experience to our customers, thus deepening our relationship with customers and driving higher levels of long-term customer loyalty. Each card enables participation in the Nordstrom Fashion Rewards^® program, through which the customer accumulates points based on their level of spending (two points per dollar spent at Nordstrom and one point per dollar spent outside of Nordstrom stores). Upon reaching two thousand points, customers receive twenty dollars in Nordstrom Notes^®, which can be redeemed for goods or services in our stores. As customers increase their level of spending they receive additional benefits, including rewards such as complimentary shipping and alterations in our retail stores. We believe the Fashion Rewards program, including these additional rewards, drives sales in our Retail Stores and Direct segments.

The table below illustrates a detailed view of the operational results of our Credit segment, consistent with the segment disclosure provided in the notes to the consolidated financial statements. In order to view the total economic contribution of our credit card program, the following items are also included in the table below:

	•		During 2007, we combined our Nordstrom private label credit card and Nordstrom VISA credit card programs into one securitization program. At this time the Nordstrom VISA credit card receivables were brought on-balance sheet. While the underlying economics of the business did not change (Nordstrom has always owned 100% of its Credit segment), the accounting for this business segment did change. For comparability between years, off-balance sheet income (expense), net (credit card revenues, net of bad debt and interest expense) is shown to mitigate the impact of the change in accounting.
	•		Intercompany merchant fees represents the estimated intercompany income of our credit business from the usage of our cards in the Retail Stores and Direct segments. To encourage the use of Nordstrom cards in our stores, the Credit segment does not charge the Retail Stores and Direct segments an interchange merchant fee. On a consolidated basis, we avoid these costs which would be incurred if our customers used third-party cards.

Fiscal year		2008				2007				2006
Finance charge revenue			$215				$194				$96
Late fees and other revenue			18				12				9
Interchange			69				47				-
Total credit card revenues			302				253				105
Interest expense			(50	)			(64	)			(37	)
Net credit card income			252				189				68
Cost of sales — loyalty program			(50	)			(47	)			(38	)
Selling, general and administrative expenses1			(275	)			(198	)			(92	)
Total expense			(325	)			(245	)			(130	)
Other income and expense, net1			1				18				109
Credit card (charge) contribution to earnings before income tax expense, as presented in segment disclosure			(72	)			(38	)			47
Off-balance sheet income (expense), net2			-				9				(6	)
Intercompany merchant fees			48				48				43
Total credit card (charge) contribution			$(24	)			$19				$84
Average accounts receivable investment (assuming 80% of accounts receivable is funded with debt)			$382				$332				$283
Credit card (charge) contribution, net of tax, as a percentage of average accounts receivable investment			(3.9%	)			3.5%				18.1%

¹In 2007, the one-time transitional charge-offs on the Nordstrom VISA receivables of $21 are included in other income and expense, net on our consolidated statement of earnings. In the above disclosure this amount is included in selling, general and administrative expenses. These charge-offs represent actual write-offs on the Nordstrom VISA credit card portfolio during the eight-month transitional period.

²Includes off-balance sheet finance charges and other income of $22 in 2007 and $37 in 2006, off-balance sheet interest expense of $6 in 2007 and $21 in 2006, and off-balance sheet bad debt expense of $7 in 2007 and $22 in 2006.

CREDIT CARD REVENUES
Credit card revenues include finance charges, late and other fees, and interchange fees. The majority of our credit accounts have finance charge rates that vary with changes in the prime rate. Interchange fees are earned from the use of Nordstrom VISA cards at merchants outside of Nordstrom.

Credit card revenues increased from $253 in 2007 to $302 in 2008 in part due to the Nordstrom VISA portfolio being on-balance sheet for a full year in fiscal 2008 compared to only three quarters in fiscal 2007, as well as overall portfolio growth. During the first three quarters of fiscal 2008, the positive impact we saw on finance charge revenue as a result of portfolio growth was partially offset by a significant reduction in the average prime rate as most of our Nordstrom private label and VISA cards have annual percentage rate terms that are tied to the prime rate. However, during the fourth quarter of 2008, finance charge revenues improved slightly due to a change in our credit card pricing terms effective November 15, 2008.

The increase in credit card revenues from $105 in 2006 to $253 in 2007 is due to bringing the Nordstrom VISA portfolio on-balance sheet as of May 1, 2007, as well as portfolio growth year over year.

Nordstrom, Inc. and subsidiaries 19

INTEREST EXPENSE
Interest is assigned to the Credit segment proportionate to the amount of debt estimated to fund our credit card receivables, which assumes a mix of 80% debt and 20% equity. The average accounts receivable investment metric included in the table on the previous page represents our best estimate of the amount of capital for our credit card program that is financed by equity. As a means of assigning comparable cost of capital for our credit card business, we believe it is important to maintain a capital structure similar to other financial institutions. Based on our research, we have found that debt as a percentage of credit card receivables for other credit card companies ranges from 70% to 90%. We believe that debt equal to 80% of our credit card receivables is appropriate given our overall capital structure goals.

Interest expense decreased to $50 in 2008 from $64 in 2007 due to declining variable interest rates, partially offset by higher average borrowings. Interest expense increased in 2007 compared to 2006 due to higher variable interest rates and higher average borrowings due to bringing the Nordstrom VISA portfolio on-balance sheet as well as year over year portfolio growth.

COST OF SALES
Cost of sales includes the estimated cost of Nordstrom Notes that will be issued and redeemed under the rewards program. The increase in cost of sales expense in 2007 compared with 2006 was due to growth in volume.

CREDIT SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses for our credit segment are made up of bad debt and operational and marketing expenses, which are summarized in the following table:

	Fiscal year		2008				2007				2006
	Bad debt expense1			$173				$107				$17
	Operational and marketing expense			102				91				75
	Total credit selling, general and administrative expense			$275				$198				$92

¹ In 2007, the one-time transitional charge-offs on the Nordstrom VISA receivables of $21 are included in other income and expense, net on our consolidated statement of earnings. In the above disclosure this amount is included in bad debt expense. These charge-offs represent actual write-offs on the Nordstrom VISA credit card portfolio during the eight-month transitional period.

Bad Debt Expense
Bad debt expense increased to $173 in 2008 from $107 in 2007 due to increased delinquencies and write-offs reflecting current consumer credit trends, as well as reserves for higher projected losses inherent in the receivables portfolio as of January 31, 2009. Overall, we believe our credit card portfolio remains high quality compared with the credit card industry as a whole, with customers considered to have prime or better credit scores making up approximately 90% of total spending on our credit cards in 2008. While our delinquency and write-off rates have been negatively impacted by the current economic conditions, our rates remain relatively low when compared to the credit card industry average.

The following table illustrates the allowance for doubtful accounts activity for the past three fiscal years:

	Fiscal year		2008				2007				2006
	Allowance at beginning of period			$73				$17				$18
	Bad debt provision1			173				86				17
	Net write-offs (on-balance sheet)			(108	)			(30	)			(18	)
	Allowance at end of period			$138				$73				$17
	Allowance as a percentage of on-balance sheet accounts receivable			6.8%				4.1%				2.7%
	Bad debt provision as a percentage of average on-balance sheet accounts receivable			9.1%				5.8%				2.8%
	Net write-offs as a percentage of average receivables2			5.6%				3.5%				2.5%

¹ In 2007, the one-time transitional charge-offs on the Nordstrom VISA receivables of $21 are included in bad debt expense in the selling, general and administrative expenses table above. These charge-offs represent actual write-offs on the Nordstrom VISA credit card portfolio during the eight-month transitional period and are not included in the allowance for doubtful accounts activity in the table above for 2007.

² Calculated as net write-offs for the combined Nordstrom private label and Nordstrom VISA portfolio as a percentage of average receivables, including average off-balance sheet receivables in 2007 and 2006 of $182 and $816, respectively.

Operational and Marketing Expense
Operational and marketing expenses are incurred to support and service our credit card products and are included in selling, general and administrative expenses in the consolidated statement of earnings. Operational and marketing expense increased from $91 in 2007 to $102 in 2008 primarily due to additional marketing expenses as a result of an increase in promotions related to our loyalty program in 2008. The increase in 2007 compared with 2006 was due to the launch of the Fashion Rewards program in 2007.

20

OTHER INCOME AND EXPENSE, NET
During 2006 and the first quarter of 2007, other income and expense, net included income related to our retained interest in the Nordstrom VISA receivables, which was held in an off-balance sheet trust during these periods. The decline in other income and expense, net from $109 in 2006 to $18 in 2007 is due to bringing the Nordstrom VISA credit card receivables on-balance sheet as of May 1, 2007. Prior to this date, income and expenses related to the Nordstrom VISA portfolio were recorded net and included in other income and expense, net. After this date, credit card revenues, as well as bad debt and interest expense are recorded in the respective line items in our consolidated statement of earnings.

2009 FORECAST OF CREDIT CARD REVENUES AND SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
In 2009, credit card revenues are expected to increase $50 to $55 due primarily to the changes in our credit card pricing terms which were effective November 15, 2008. We anticipate selling, general and administrative expense dollars for our credit segment to be approximately flat to down $15 compared to 2008. In fiscal 2008, the rapid economic deterioration in the fourth quarter led to increased bad debt expense as we increased our reserves in response to anticipated higher delinquencies.

Total Company Results

Interest Expense, Net

	Fiscal year		2008				2007				2006
	Interest expense, net			$131				$74				$43

2008 VS 2007 INTEREST EXPENSE, NET
Interest expense, net increased $57 in 2008 compared with 2007 due to higher average debt levels resulting from the $1,000 debt offering in the fourth quarter of 2007, as well as the $850 securitization transaction in May 2007.

2007 VS 2006 INTEREST EXPENSE, NET
We experienced higher interest expense, net, of $74 in 2007 due to higher average debt levels resulting from the issuance of $850 in secured notes in May 2007 and our $1,000 debt offering during the fourth quarter of 2007.

2009 FORECAST OF INTEREST EXPENSE, NET
We anticipate interest expense, net to increase by $20 to $25 due to the higher cost of debt and higher average debt levels. Additional information about our interest expense and our fixed and variable rate debt is included in Quantitative and Qualitative Disclosures About Market Risk included as Item 7A of this Form 10-K.

Income Tax Expense

	Fiscal year		2008				2007				2006
	Income tax expense			$247				$458				$428
	Effective tax rate			38.1%				39.0%				38.7%

2008 VS 2007 INCOME TAX EXPENSE
The decline in income tax expense for the year correlates to the decline in earnings before income taxes. Our effective tax rate decreased to 38.1% for fiscal 2008 due to a change in our deferred tax assets primarily driven by the closure of several tax years under audit, partially offset by a permanent item related to investment valuation. The net impact of these items increased earnings per diluted share by $0.04.

2007 VS 2006 INCOME TAX EXPENSE
Our effective tax rate in 2007 increased from the 2006 rate because of the impact of Financial Accounting Standards Board (FASB) Interpretation No. 48, Accounting for Uncertainty in Income Taxes (“FIN 48”) and changes in our estimates of the carrying value of our deferred tax assets.

2009 FORECAST OF INCOME TAX EXPENSE
In 2009, considering the unfavorable impact of anticipated lower sales, we expect our effective tax rate to be between 39.4% and 39.7%.

Net Earnings and Earnings per Diluted Share

	Fiscal year		2008				2007				2006
	Net earnings			$401				$715				$678
	Net earnings as a percentage of total revenues			4.7%				7.9%				7.8%
	Earnings per diluted share			$1.83				$2.88				$2.55

2008 VS 2007 NET EARNINGS AND EARNINGS PER DILUTED SHARE
In 2008, net earnings decreased 43.9% and earnings per diluted share decreased 36.5% as a result of lower sales volume, increased markdowns and higher bad debt expense, partially offset by decreased variable costs and savings in fixed expenses. The decline in earnings per share was also partially offset by the impact of share repurchases, which caused our weighted average shares outstanding to decrease in 2008 compared with 2007.

Nordstrom, Inc. and subsidiaries 21

2007 VS 2006 NET EARNINGS AND EARNINGS PER DILUTED SHARE
In 2007, net earnings increased 5.5% and earnings per diluted share increased 12.9% compared with 2006 as a result of same-store sales increases, three full-line stores opened during the year and lower incentive costs tied to company performance. These increases were offset by increased markdowns at our full-line stores and higher bad debt expense. Additionally, earnings per diluted share for 2007 were impacted by the following transactions:

	•		$0.09 positive impact from the gain on the sale of the Façonnable business,
	•		$0.07 positive impact from repurchases of common stock, and
	•		$0.06 negative impact from the securitization transaction.

2009 FORECAST OF EARNINGS PER DILUTED SHARE
We expect our earnings per diluted share to be in the range of $1.10 to $1.40 in 2009 primarily due to lower sales volume.

Fourth Quarter Results
The business environment during the fourth quarter challenged the retail industry and our company. Our earnings per diluted share were $0.31 for the quarter ended January 31, 2009 compared to $0.92 in the same period last year. Net earnings for the fourth quarter of 2008 were $68 compared with $212 in 2007.

Total sales for the quarter decreased 8.5% to $2,301 while same-store sales declined 12.5%. Results in full-line stores continued to be challenging, as same-store sales decreased 15.8% for the quarter. Nordstrom Rack remained one of the top performers amongst its off-price competition with a same-store sales decrease of 1.5%. Women’s apparel and shoes were the Rack categories with same-store sales above the Rack average. Net sales for the Direct segment increased 9.7%, led by the shoes and kids’ apparel divisions.

Our gross profit rate declined to 32.0% from 37.6% last year as we responded to slower sales trends and the competitive environment with increased markdowns. We continued to make good progress in aligning inventory levels with sales trends, ending the quarter with inventory per square foot down 12% from the fourth quarter of 2007.

Selling, general and administrative dollars for our Retail Stores, Direct and Other segments were approximately flat compared to last year, while these expenses as a percentage of net sales increased 191 basis points from 23.3% to 25.2%. Although we continued to vigorously control our expenses in the fourth quarter, the impact of declining sales resulted in the rate increase. Our new stores expenses in the fourth quarter of 2008 were $20, which offset expense savings during the quarter.

In the fourth quarter, selling, general and administrative expenses for our credit segment were $90, up from $52 in 2007. The increase was primarily driven by higher bad debt expense from increased delinquencies and write-offs.

For further information on our quarterly results in 2008 and 2007, refer to Note 16 in the Notes to Consolidated Financial Statements in Item 8.

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

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

	ROIC =		Net Operating Profit After Taxes (NOPAT)
			Average Invested Capital

Numerator = NOPAT		Denominator = Average Invested Capital
Net earnings		Average total assets
+ Income tax expense		- Average non-interest-bearing current liabilities
+ Interest expense, net		- Average deferred property incentives
= EBIT		+ Average estimated asset base of capitalized operating leases
+ Rent expense		= Average invested capital
- Estimated depreciation on capitalized operating leases
= Net operating profit
- Estimated income tax expense
= NOPAT

We believe that ROIC is a useful financial measure for investors in evaluating our operating performance for the periods presented. When read in conjunction with our net earnings and total assets and compared to return on assets, it provides investors with a useful tool to evaluate our ongoing operations and our management of assets from period to period. Over the past several years, we have incorporated ROIC into our key financial metrics, and since 2005 have used it as an executive incentive measure. Our research has shown historically that overall performance as measured by ROIC correlates directly to shareholders’ return over the long term. For the 12 fiscal months ended January 31, 2009, our ROIC decreased to 11.6% compared to 19.4% for the 12 fiscal months ended February 2, 2008. ROIC is not a measure of financial performance under United States GAAP and should not be considered a substitute for return on assets, net earnings or total assets as determined in accordance with GAAP and may not be comparable to similarly titled measures reported by other companies. See our ROIC reconciliation to GAAP below. The closest GAAP measure is return on assets, which decreased to 7.0% from 13.1% for the 12 months ended January 31, 2009 compared to the 12 months ended February 2, 2008. The following is a reconciliation of return on assets and ROIC:

			12 fiscal months ended
			January 31, 2009				February 2, 2008
	Net earnings			$401				$715
	Add: income tax expense			247				458
	Add: interest expense, net			131				74
	Earnings before interest and income taxes			779				1,247
	Add: rent expense			37				48
	Less: estimated depreciation on capitalized operating leases1			(19	)			(26	)
	Net operating profit			797				1,269
	Estimated income tax expense			(303	)			(497	)
	Net operating profit after taxes			$494				$772
	Average total assets2			$5,768				$5,455
	Less: average non-interest-bearing current liabilities3			(1,447	)			(1,506	)
	Less: average deferred property incentives2			(400	)			(359	)
	Add: average estimated asset base of capitalized operating leases4			322				395
	Average invested capital			$4,243				$3,985
	Return on assets			7.0%				13.1%
	ROIC			11.6%				19.4%