Nordstrom 2014 Annual Report Download - page 47

Table of Contents
Nordstrom, Inc.
Notes to Consolidated Financial Statements
Dollar and share amounts in millions except per share, per option and per unit amounts
Nordstrom, Inc. and subsidiaries 47
The components of the purchase price consideration and the net assets acquired as of the acquisition date are as follows:
August 22, 2014
Purchase Price Consideration
Purchase price fair value $357
Less: post-combination compensation expense (46)
Net purchase price $311
Net Assets Acquired
Current assets $21
Intangible assets:
Trade names 47
Technology 7
Customer relationships 5
Goodwill 261
Other non-current assets 2
Total assets acquired 343
Less: total liabilities assumed (32)
Net assets acquired $311
Purchase Price Consideration
The $357 purchase price, which is based on the closing stock price of $69 per share on August 22, 2014, includes $46 attributable to Trunk
Club employee stock awards that are subject to ongoing vesting requirements. The $46 will be recorded as compensation expense as the
related service is performed over the respective employee vesting periods of up to four years after the acquisition date. Of the purchase price
consideration, $9 is attributable to an adjustment holdback settled primarily in Nordstrom stock in the fourth quarter of fiscal 2014 and $35
represents an indemnity holdback that will be settled primarily in Nordstrom stock over the next three years upon satisfaction of the
representations, warranties and covenants subject to the indemnities.
Of the $311 net purchase price, $280 was recorded to common stock for 3.6 Nordstrom common shares at acquisition, 0.1 fully vested
Nordstrom stock options and 0.1 Nordstrom common shares for the release of an acquisition adjustment holdback. The remaining $31 of net
purchase price was recorded as a liability for future issuances of shares and cash related to the indemnity holdback.
Net Assets Acquired
We allocated the net purchase price of $311 to the tangible and intangible assets acquired and liabilities assumed based on their estimated
fair values on the acquisition date, with the remaining unallocated net purchase price recorded as goodwill. We estimated the fair values of
the acquired intangible assets based on discounted cash flow models using estimates and assumptions regarding future operations and cash
flows. We will amortize the acquired intangible assets over their estimated lives on a straight-line basis, which approximates the pattern of
expected economic benefit. The expected amortization periods for intangible assets acquired are seven years for trade names, two years for
technology and 2.5 years for customer relationships. We expect to record total amortization expense of $59 associated with these intangible
assets over the next seven years, including $5 recognized in 2014.
Goodwill of $261 is equal to the excess of the net purchase price over the identifiable assets acquired and liabilities assumed and represents
the acquisition’s benefits that are not attributable to individually identified and separately recognized assets. These benefits include our
expected ability to increase innovation and speed in the way we serve customers across channels, Trunk Club’s assembled workforce,
including its key management, and the going-concern value of acquiring Trunk Club’s business as a whole. We assigned this goodwill, which
is not deductible for tax purposes, to our Retail segment.