Nordstrom 2011 Annual Report Download - page 56

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Nordstrom, Inc.
Notes to Consolidated Financial Statements
Dollar and share amounts in millions except per share, per option and unit amounts
NOTE 12: SHAREHOLDERS’ EQUITY
Share Repurchase Program
In August 2010, our Board of Directors authorized a program (the “2010 Program”) to repurchase up to $500 of our outstanding common stock,
through January 28, 2012. In May 2011, our Board of Directors authorized a new program (the “2011 Program”) to repurchase up to $750 of our
outstanding common stock, through February 2, 2013, in addition to the remaining amount available for repurchase under the 2010 Program.
The following is a summary of the activity related to our share repurchase programs in 2009, 2010 and 2011:
Shares
Average price
per share Amount
Capacity at January 31, 2009 $1,126
Expiration of unused capacity in August 2009 (1,126)
Capacity at January 30, 2010 -
2010 Program authorization 500
Shares repurchased 2.3 $39.12 (89)
Capacity at January 29, 2011 $411
2011 Program authorization 750
Shares repurchased 18.5 $46.09 (851)
Capacity at January 28, 2012 $310
Subsequent to year-end, in February 2012, our Board of Directors authorized a new program (the “2012 Program”) to repurchase up to $800 of our
outstanding common stock, through February 1, 2014, in addition to the remaining amount available for repurchase under the 2011 Program. The
actual number and timing of future share repurchases, if any, will be subject to market and economic conditions and applicable Securities and
Exchange Commission rules.
Dividends
We paid dividends of $0.92 per share in 2011, $0.76 per share in 2010 and $0.64 per share in 2009.
NOTE 13: STOCK-BASED COMPENSATION
We currently have three stock-based compensation plans: the 2010 Equity Incentive Plan (“2010 Plan”), our Employee Stock Purchase Plan (“ESPP”)
and the 2002 Nonemployee Director Stock Incentive Plan. Additionally, as part of our acquisition of HauteLook, we granted awards from shares
available that were not allocated to a specific plan.
In 2010, our shareholders approved the adoption of the 2010 Plan, which replaced the 2004 Equity Incentive Plan (“2004 Plan”). The 2010 Plan
authorizes the grant of stock options, performance share units, restricted stock units, stock appreciation rights and both restricted and unrestricted
shares of common stock to employees. The aggregate number of shares to be issued under the 2010 Plan may not exceed 11.6 plus any shares currently
outstanding under the 2004 Plan which are forfeited or which expire during the term of the 2010 Plan. No future grants will be made under the 2004 Plan.
As of January 28, 2012, we have 54.4 shares authorized, 30.4 shares issued and outstanding and 9.5 shares remaining available for future grants under
the 2010 Plan.
Under the ESPP, employees may make payroll deductions of up to ten percent of their base and bonus compensation. At the end of each six-month
offering period, participants may apply their accumulated payroll deductions toward the purchase of shares of our common stock at 90% of the fair
market value on the last day of the offer period. As of January 28, 2012, we had 12.6 shares authorized and 4.1 shares available for issuance under the
ESPP. We issued 0.3 shares under the ESPP during 2011. At the end of each of 2011 and 2010, we had current liabilities of $5, for future purchases of
shares under the ESPP.
The 2002 Nonemployee Director Stock Incentive Plan authorizes the grant of stock awards to our nonemployee directors. These awards may be
deferred or issued in the form of restricted or unrestricted stock, non-qualified stock options or stock appreciation rights. As of January 28, 2012,
we had 0.9 shares authorized and 0.6 shares available for issuance under this plan. In 2011, we deferred shares with a total expense of less than $1.