Obligation Nordstrom & Co. 5% ( US655664AR15 ) en USD

Nordstrom & Co.

74.07 % ▼

Etats-unis

US655664AR15 ( en USD )

5% par an ( paiement semestriel )

14/01/2044

Prospectus brochure de l'obligation Nordstrom Inc US655664AR15 en USD 5%, échéance 14/01/2044

655664AR1

BB+ ( Spéculatif )

Ba2 ( Spéculatif )

15/07/2026 ( Dans 158 jours )

Nordstrom, Inc. est une société américaine de vente au détail de vêtements, de chaussures et d'accessoires de luxe, opérant des grands magasins, des magasins hors prix et une plateforme de commerce électronique.

L'obligation Nordstrom Inc. (US655664AR15, CUSIP 655664AR1), émise aux États-Unis, affichant un prix actuel de marché de 75,571 % de sa valeur nominale en USD, offre un taux d'intérêt de 5 %, avec échéance le 14/01/2044 et des paiements semestriels, et bénéficie d'une notation BB+ par Standard & Poor's et Ba2 par Moody's.

424B5
424B5 1 d359162d424b5.htm 424B5
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-198408
CALCULATION OF REGISTRATION FEE

Maximum
Title of Each Class of Securities to be
Amount to be
Maximum Offering
Aggregate Offering
Amount of
Registered

Registered

Price Per Unit

Price

Registration Fee(1)
4.00% Senior Notes due 2027

$350,000,000

99.624%

348,684,000

$40,413
5.00% Senior Notes due 2044

$300,000,000

95.557%

286,671,000

$33,226

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended. The total registration fee due for this offering is
$73,639.
Table of Contents

PROSPECTUS SUPPLEMENT
March 6, 2017
(To Prospectus dated August 27, 2014)
$650,000,000

NORDSTROM, INC.
$350,000,000 4.00% Senior Notes due 2027
$300,000,000 5.00% Senior Notes due 2044

We are offering $350 million aggregate principal amount of 4.00% Senior Notes due 2027 (the "2027 notes") and $300 million aggregate principal
amount of 5.00% Senior Notes due 2044 (the "2044 notes" and, together with the 2027 notes, the "notes"). The 2044 notes will be a further issuance of, and
will be fully fungible, rank equally in right of payment and form a single series with, the outstanding approximately $666 million aggregate principal amount
of 5.00% Senior Notes due 2044 issued by us on May 6, 2014. Upon completion of this offering, we will have approximately $966 million aggregate principal
amount of 5.00% Senior Notes due 2044 outstanding. Interest on the 2027 notes will be paid semi-annually in arrears on March 15 and September 15 of each
year, commencing on September 15, 2017. Interest on the 2044 notes will be paid semi-annually in arrears on January 15 and July 15 of each year,
commencing on July 15, 2017. The 2027 notes will mature on March 15, 2027 and the 2044 notes will mature on January 15, 2044. We may redeem the notes,
at any time in whole or from time to time in part, at our option, at the redemption prices discussed under the heading "Description of the Notes--Optional
Redemption." If we experience a "Change of Control Repurchase Event" (as defined in this prospectus supplement), we will be required to offer to purchase
the notes from holders.
The notes will be our unsecured senior obligations and will rank equally in right of payment with all of our other unsecured and unsubordinated
debt from time to time outstanding. The notes will be issued only in registered form in minimum denominations of $2,000 and integral multiples of $1,000.
Investing in the notes involves risks. See "Risk Factors" beginning on page S-12 of this prospectus supplement
and those risk factors incorporated by reference into this prospectus supplement and the accompanying prospectus
from our Annual Report on Form 10-K for the fiscal year ended January 30, 2016.

https://www.sec.gov/Archives/edgar/data/72333/000119312517074819/d359162d424b5.htm[3/9/2017 9:50:03 AM]

424B5

Per
Per

2027 Note

Total

2044 Note
Total

Public offering price
99.624%

$348,684,000(1)
95.557%
$286,671,000(2)
Underwriting discount

0.650%

$
2,275,000

0.875%
$
2,625,000
Proceeds, before expenses, to us
98.974%

$346,409,000(1)
94.682%
$284,046,000(2)

(1)
Plus accrued interest, if any, from March 9, 2017, if settlement occurs after that date.
(2)
Plus accrued interest from January 15, 2017 to the settlement date. All such pre-issuance accrued interest will be paid by purchasers of the

2044 notes. On July 15, 2017, we will pay this pre-issuance accrued interest, along with accrued interest from the settlement date to
July 15, 2017, to holders of the 2044 notes who are holders of record as of July 1, 2017.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these notes or determined if
this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The notes will be ready for delivery in book-entry form only through The Depository Trust Company, Clearstream Banking, société anonyme, and
Euroclear Bank S.A./N.V., as operator of the Euroclear system, against payment in New York, New York, on or about March 9, 2017.

Joint Book-Running Managers

BofA Merrill Lynch

Morgan Stanley

US Bancorp
Senior Co-Managers

Fifth Third Securities

J. P. Morgan

Wells Fargo Securities
Co-Managers

BNY Mellon Capital Markets, LLC

Goldman, Sachs & Co.

KeyBanc Capital Markets
MUFG

RBC Capital Markets

Scotiabank

The Williams Capital Group, L.P.
Table of Contents
You should rely only on the information contained in or incorporated by reference in this prospectus supplement and the
accompanying prospectus. We have not, and the underwriters have not, authorized anyone to provide you with different information. We
are not, and the underwriters are not, making an offer of these securities in any jurisdiction where the offer is not permitted. You should
not assume that the information contained in or incorporated by reference in this prospectus supplement or the accompanying prospectus
is accurate as of any date after the dates on the front of this prospectus supplement or the accompanying prospectus, as applicable, or for
information incorporated by reference, as of the dates of that information.

TABLE OF CONTENTS

Page
Prospectus Supplement

About this Prospectus Supplement

ii
Where You Can Find More Information

iii
Cautionary Statements Relating to Forward-Looking Information
S-1
Summary
S-3
Ratio of Earnings to Fixed Charges
S-11
Risk Factors
S-12
Use of Proceeds
S-15
Capitalization
S-15
https://www.sec.gov/Archives/edgar/data/72333/000119312517074819/d359162d424b5.htm[3/9/2017 9:50:03 AM]

424B5
Description of the Notes
S-16
Material United States Federal Income Tax Consequences
S-27
Underwriting
S-33
Independent Registered Public Accounting Firm
S-37
Legal Matters
S-37
Prospectus

About this Prospectus

2
Where You Can Find More Information

3
Cautionary Statements Relating to Forward-Looking Information

4
The Company

5
Risk Factors

7
Use of Proceeds

7
Selling Security Holders

8
Ratios of Earnings to Fixed Charges

8
The Securities That May Be Offered

9
Description of Capital Stock

9
Description of Debt Securities

9
Plan of Distribution

21
Legal Matters

21
Experts

21

i
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus supplement, which contains the terms of our offering of notes. The second
part is the accompanying prospectus, dated August 27, 2014, which is part of our Registration Statement on Form S-3.
This prospectus supplement may add to, update or change the information in the accompanying prospectus. If information in this
prospectus supplement is inconsistent with information contained in the accompanying prospectus, this prospectus supplement will apply and will
supersede that information in the accompanying prospectus.
It is important for you to read and consider all information contained or incorporated by reference in this prospectus supplement and the
accompanying prospectus in making your investment decision. You should also read and consider the information contained in the documents to
which we have referred you in "Where You Can Find More Information" in this prospectus supplement.
This prospectus supplement and the accompanying prospectus do not constitute an offer to sell or the solicitation of an offer to buy the
notes in any circumstances in which such offer or solicitation is unlawful. Neither the delivery of this prospectus supplement and the accompanying
prospectus, nor any sale made hereunder, shall under any circumstances create any implication that there has been no change in our affairs since
the date of this prospectus supplement, or that the information contained or incorporated by reference in this prospectus supplement or the
accompanying prospectus is correct as of any time subsequent to the date of such information.
The distribution of this prospectus supplement and the accompanying prospectus and the offering of the notes in certain jurisdictions may
be restricted by law. This prospectus supplement and the accompanying prospectus do not constitute an offer, or an invitation on our behalf or the
underwriters' behalf, to subscribe to or purchase any of the notes, and may not be used for or in connection with an offer or solicitation by anyone,
in any jurisdiction in which such an offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or
solicitation.
In this prospectus supplement and the accompanying prospectus, unless otherwise stated, references to "Nordstrom," "we," us," "our"
and the "Company" refer to Nordstrom, Inc. and its consolidated subsidiaries. With respect to the discussion of the terms of the notes on the cover
page, in the section entitled "Summary" and in the section entitled "Description of the Notes," the words "Nordstrom," "we," "us," "our" and the
"Company" refer only to Nordstrom, Inc. and not to any of its subsidiaries.

ii
https://www.sec.gov/Archives/edgar/data/72333/000119312517074819/d359162d424b5.htm[3/9/2017 9:50:03 AM]

424B5
Table of Contents
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission, or
the "SEC." Our SEC filings are available to the public over the Internet at the SEC's website at http://www.sec.gov or from Nordstrom's website at
http://www.nordstrom.com. The information contained in or connected to our website is not part of this prospectus supplement or the
accompanying prospectus. You may also read and copy any document we file with the SEC at the SEC's Public Reference Room located at 100 F
Street, N.E., Washington, D.C. 20549. You can call the SEC at 1-800-SEC-0330 for further information about the operation of the Public
Reference Room.
Our common stock is listed and traded on the New York Stock Exchange. We will refer to the New York Stock Exchange as the
"NYSE" in this prospectus supplement.
The SEC allows us to "incorporate by reference" into this prospectus supplement and the accompanying prospectus the information we
file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information
incorporated by reference is considered to be part of this prospectus supplement and the accompanying prospectus, and information that we file
later with the SEC will automatically update this prospectus supplement and the accompanying prospectus. In other words, in the case of a conflict
or inconsistency between the information set forth in this prospectus supplement and the accompanying prospectus and information incorporated by
reference into this prospectus supplement and the accompanying prospectus, you should rely on the information contained in the document that was
filed later. You should review these filings as they may disclose a change in our business, prospects, financial condition or other affairs after the
date of this prospectus supplement. We incorporate by reference the documents listed below, which we have already filed with the SEC, and any
future filings we will make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), between the date of this prospectus supplement and the date of the completion of the offering:

(1)
our annual report on Form 10-K for the fiscal year ended January 30, 2016, including information specifically incorporated by

reference into our annual report from our proxy statement on Schedule 14A filed on April 8, 2016;

(2)
our quarterly reports on Form 10-Q for the fiscal quarters ended April 30, 2016, July 30, 2016 and October 29, 2016; and

(3)
our current reports on Form 8-K filed February 26, 2016, March 1, 2016, March 7, 2016, April 6, 2016, May 25, 2016, June 13,

2016, August 18, 2016, August 31, 2016, October 27, 2016, November 21, 2016, February 21, 2017 and February 23, 2017, and
amended current reports on Form 8-K/A filed March 4, 2016, March 23, 2016 and March 3, 2017.
Notwithstanding the foregoing, information furnished under Items 2.02 and 7.01 of any current report on Form 8-K, including the related
exhibits under Item 9.01, is not incorporated by reference into this prospectus supplement or the accompanying prospectus.
You may request a copy of these filings (excluding exhibits), at no cost, by writing or calling our Executive Vice President, Finance and
Treasurer at the following address or telephone number:
James A. Howell
Executive Vice President, Finance and Treasurer
Nordstrom, Inc.
1617 Sixth Avenue
Seattle, Washington 98101
(206) 628-2111

iii
Table of Contents
CAUTIONARY STATEMENTS RELATING TO FORWARD-LOOKING INFORMATION
This prospectus supplement and the accompanying prospectus, and the documents incorporated herein and therein by reference, may
contain or may suggest "forward looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities
Act") and Section 21E of the Exchange Act. Additionally, we or our representatives may, from time to time, make other written or verbal forward-
looking statements. Those statements relate to developments, results, conditions or other events we expect or anticipate will occur in the future. We
https://www.sec.gov/Archives/edgar/data/72333/000119312517074819/d359162d424b5.htm[3/9/2017 9:50:03 AM]

424B5
intend such words as "believes," "anticipates," "may," "will," "should," "could," "plans," "expects" and similar expressions to identify such
forward-looking statements. Actual future results and trends may differ materially from historical results or current expectations depending upon
factors, including, but not limited to:

· successful execution of our customer strategy, including expansion into new domestic and international markets, acquisitions,

investments in our stores and online as well as investments in technology, our ability to realize the anticipated benefits from
growth initiatives and our ability to provide a seamless experience across all channels;

· timely and effective execution of our ecommerce initiatives and ability to manage the costs and organizational changes associated

with this evolving business model;

· 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;

· our ability to maintain relationships with our employees and to effectively attract, develop and retain our future leaders;

· effective inventory management processes and systems, fulfillment processes and systems, disruptions in our supply chain and our

ability to control costs;

· the impact of any systems failures, cybersecurity and/or security breaches, including any security breach of our systems or those of

a third-party provider that results in the theft, transfer or unauthorized disclosure of customer, employee or Company information
or compliance with information security and privacy laws and regulations in the event of such an incident;

· successful execution of our information technology strategy;

· our ability to effectively utilize data in strategic planning and decision making;

· efficient and proper allocation of our capital resources;

· our ability to realize the expected benefits, respond to potential risks and appropriately manage costs associated with our program

agreement with TD;

· our ability to safeguard our reputation and maintain our vendor relationships;

· our ability to respond to the business environment, fashion trends and consumer preferences, including changing expectations of

service and experience in stores and online, and evolve our business model;

· the effectiveness of planned advertising, marketing and promotional campaigns in the highly competitive and promotional retail

industry;

· the timing, price, manner and amounts of share repurchases by the Company, if any, or any share issuances by the Company,

including issuances associated with option exercises or other matters;

S-1
Table of Contents

· the impact of economic and market conditions and the resultant impact on consumer spending patterns;

· weather conditions, natural disasters, health hazards, national security or other market disruptions, or the prospects of these events

and the resulting impact on consumer spending patterns;

· our compliance with applicable domestic and international laws, regulations and ethical standards, including those related to

banking, employment and tax and the outcome of claims and litigation and resolution of such matters;

· the impact of the current regulatory environment and financial system and health care reforms; and
https://www.sec.gov/Archives/edgar/data/72333/000119312517074819/d359162d424b5.htm[3/9/2017 9:50:03 AM]

424B5

· compliance with debt covenants, availability and cost of credit, changes in our credit rating, changes in interest rates, debt

repayment patterns and personal bankruptcies.
These and other factors, including those factors described in Item 1A to our annual report on Form 10-K for the fiscal year ended
January 30, 2016, which is incorporated by reference into this prospectus supplement and the accompanying prospectus, and the "Risk Factors"
section elsewhere in this prospectus supplement, could affect our financial results and cause our actual results to differ materially from any
forward-looking information we may provide. Forward-looking statements relate to the date made, and we undertake no obligation to update or
revise them to reflect subsequent events, new information or future circumstances.

S-2
Table of Contents
SUMMARY
This is only a summary and therefore does not contain all the information that may be important to you. Before deciding whether or
not to purchase the notes, you should read this entire prospectus supplement, the accompanying prospectus and the documents incorporated
by reference in this prospectus supplement and the accompanying prospectus carefully, including the "Risk Factors" section elsewhere in this
prospectus supplement, "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended January 30, 2016 and our
consolidated financial statements and related notes.
The Company
Founded in 1901 as a retail shoe business in Seattle, Nordstrom later incorporated in Washington state in 1946 and went on to
become one of the leading fashion specialty retailers based in the U.S. As of January 28, 2017, we operated 344 stores located in 40 states as
well as a robust ecommerce business through Nordstrom.com, Nordstromrack.com/HauteLook and TrunkClub.com. We also operate five
Nordstrom full-line stores in Canada. The west and east coasts of the U.S. are the areas in which we have the largest presence. We have two
reportable segments: Retail and Credit.
As of January 28, 2017, the Retail segment included our 118 Nordstrom-branded full-line stores in the U.S. and at Nordstrom.com,
215 off-price Nordstrom Rack stores, five Canada full-line stores, Nordstromrack.com/HauteLook, seven Trunk Club clubhouses and
TrunkClub.com, two Jeffrey boutiques and two clearance stores that operate under the name "Last Chance." Through these multiple retail
channels, we strive to deliver the best customer experience possible. We offer an extensive selection of high-quality brand-name and private-
label merchandise focused on apparel, shoes, cosmetics and accessories. Our integrated Nordstrom full-line stores and online store allow us to
provide our customers with a seamless shopping experience. In-store purchases are primarily fulfilled from that store's inventory, but when
inventory is unavailable at that store it may also be shipped to our customers from our fulfillment centers in Cedar Rapids, Iowa and
Elizabethtown, Pennsylvania, or from other Nordstrom full-line stores. Online purchases are primarily shipped to our customers from our
Cedar Rapids and East Coast fulfillment centers, but may also be shipped from our Nordstrom full-line stores. Our customers can also pick up
online orders in our Nordstrom full-line stores if inventory is available at one of our locations. These capabilities allow us to better serve
customers across various channels and improve sales. Nordstrom Rack stores purchase merchandise primarily from the same vendors carried
in Nordstrom full-line stores and also serve as outlets for clearance merchandise from our Nordstrom stores and other retail channels.
Nordstromrack.com/HauteLook offers a persistent selection of off-price merchandise, as well as limited-time sale events on fashion and
lifestyle brands and are integrated with a single customer log-in, shared shopping cart and streamlined checkout process. Nordstromrack.com
combines the technology expertise of HauteLook with the merchant expertise of Nordstrom Rack. Online purchases are primarily shipped to
our customers from our San Bernardino fulfillment center. Furthermore, we can accommodate returns from these sites by mail or at any
Nordstrom Rack location.
Through our Credit segment, our customers can access a variety of payment products and services, including a Nordstrom-branded
private label card, two Nordstrom-branded Visa credit cards and a debit card for Nordstrom purchases. When customers open a Nordstrom
credit or debit card, they also join our loyalty program which provides benefits based on their level of spending. Although the primary
purposes of our Credit segment are to foster greater customer loyalty and drive more sales, through our program agreement with TD Bank,
N.A., we also receive credit card revenue.
We operate on a 52/53-week fiscal year ending on the Saturday closest to January 31st. All years within this document are based on
a 52-week fiscal year, except 2012, which is based on a 53-week fiscal year.

https://www.sec.gov/Archives/edgar/data/72333/000119312517074819/d359162d424b5.htm[3/9/2017 9:50:03 AM]

424B5

S-3
Table of Contents
As of January 28, 2017, we had 166 trademarks, each of which is the subject of one or more trademark registrations and/or
trademark applications. Our most notable trademarks include Nordstrom, Nordstrom Rack, HauteLook, Trunk Club, Halogen, BP., Caslon,
Zella, Tucker+Tate and 14th & Union. Each of our trademarks is renewable indefinitely, provided that it is still used in commerce at the time
of renewal.
We have a fair and liberal approach to returns as part of our objective to provide high-quality customer service. We do not have a
formal return policy at our Nordstrom full-line stores or online at Nordstrom.com. Our goal is to take care of our customers, which includes
making returns and exchanges easy, whether in stores or online, where we offer free shipping on purchases and returns. Our Nordstrom Rack
stores generally accept returns up to 90 days from the date of purchase with the original price tag and sales receipt and also accept returns of
Nordstromrack.com/HauteLook merchandise. Nordstromrack.com/HauteLook generally accepts returns of apparel, footwear and accessories
within 90 days from the date of shipment.
Our business, like that of other retailers, is subject to seasonal fluctuations. Due to our Anniversary Sale in July and the holidays in
the fourth quarter, our sales are typically higher in the second and fourth quarters than in the first and third quarters of the fiscal year. In 2016,
the Anniversary Sale event started one week later in July relative to last year, shifting one week of the event into the third quarter.
We operate in a highly competitive business environment. We compete with other national, regional, local and online retailers that
may carry similar lines of merchandise, including department stores, specialty stores, off-price stores, boutiques and Internet businesses. Our
specific competitors vary from market to market. We believe the keys to competing in our industry are providing great customer service and
customer experiences in stores and online. This includes offering compelling price and value, fashion newness, quality of products, selection,
convenience, technology, product fulfillment, personalization and appealing, relevant store environments in top locations.
We plan our merchandise purchases and receipts to coincide with expected sales trends. For instance, our merchandise purchases
and receipts increase prior to our Anniversary Sale, which has historically extended over the last two weeks of July. We also purchase and
receive a larger amount of merchandise in the fall, as we prepare for the holiday shopping season (from late November through December). At
Nordstrom Rack, we invest in pack and hold inventory which involves the strategic purchase of merchandise from some of our full-line
stores' top brands in advance of the upcoming selling seasons to take advantage of favorable buying opportunities. This inventory is typically
held for six months on average and has been an important component of Nordstrom Rack's inventory strategy.
In order to offer merchandise that our customers want, we purchase from a wide variety of high-quality suppliers, including
domestic and foreign businesses. We also have arrangements with agents and contract manufacturers to produce our private label
merchandise. We expect our suppliers to meet our "Nordstrom Partnership Guidelines," which address our corporate social responsibility
standards for matters such as legal and regulatory compliance, labor, health and safety and the environment, and are available on our website at
Nordstrom.com.
During 2016, we employed approximately 72,500 employees on a full- or part-time basis. Due to the seasonal nature of our
business, employment increased to approximately 74,000 employees in July 2016 and 78,000 in December 2016. All of our employees are
non-union. We believe our relationship with our employees is good.
Nordstrom, Inc. common stock is publicly traded on the NYSE under the symbol "JWN." Our executive offices are located at 1617
Sixth Avenue, Seattle, Washington 98101 and our telephone number is (206) 628-2111. The information contained in or connected to our
website is not part of this prospectus supplement or the accompanying prospectus.

S-4
Table of Contents
https://www.sec.gov/Archives/edgar/data/72333/000119312517074819/d359162d424b5.htm[3/9/2017 9:50:03 AM]

424B5
Recent Developments
The following information sets forth certain preliminary financial data for the periods indicated. Our results of operations for the
periods presented are not necessarily indicative of results that may be expected for any future period. All of this data should be read in
conjunction with the consolidated financial statements (including the notes thereto) and the other information contained or incorporated by
reference in this prospectus supplement and the accompanying prospectus.

Three Months Ended

January 28,
January 30,

2017

2016

(in millions, except per

share amounts)

(unaudited)

Operations

Net sales

$
4,243

$
4,143
Credit card revenues, net

73

51
Total revenues

4,316

4,194
Total company comparable sales percentage increase (decrease)(1)

(0.9%)

1.0%
Cost of sales and related buying and occupancy costs

(2,720)

(2,700)
Selling, general and administrative expenses

(1,172)

(1,170)
Total selling, general and administrative rate(2)

27.6%

28.2%
Interest expense, net

(31)

(30)
Earnings before income taxes ("EBT")

393

294
Earnings before income taxes rate(3)

9.1%

7.0%
Net earnings

201

180
Net earnings rate(3)

4.7%

4.3%
Earnings per diluted share

$
1.15

$
1.00

(1)
Total company comparable sales include sales from stores that have been open at least one full year at the beginning of the year. Total
company comparable sales include sales from our online channels.

(2)
Selling, general and administrative rates are calculated as a percentage of net sales.

(3)
Calculated as a percentage of total revenues.

S-5
Table of Contents

Fiscal Year Ended

January 28,
January 30,

2017

2016

(in millions, except per

share amounts)

(unaudited)

Operations

Net sales

$
14,498

$
14,095
Credit card revenues, net

259

342
Total revenues

14,757

14,437
Total company comparable sales percentage increase (decrease)(1)

(0.4%)

2.7%
Cost of sales and related buying and occupancy costs

(9,440)

(9,168)
Selling, general and administrative expenses

(4,315)

(4,168)
Goodwill impairment

(197)

--
Total selling, general and administrative rate(2)

29.8%

29.6%
Interest expense, net

(121)

(125)
Earnings before income taxes

684

976
https://www.sec.gov/Archives/edgar/data/72333/000119312517074819/d359162d424b5.htm[3/9/2017 9:50:03 AM]

424B5
Earnings before income taxes rate(3)

4.6%

6.8%
Net earnings

354

600
Net earnings rate(3)

2.4%

4.2%
Earnings per diluted share

$
2.02

$
3.15

(1)
Total company comparable sales include sales from stores that have been open at least one full year at the beginning of the applicable
year. Total company comparable sales include sales from our online channels.

(2)
Selling, general and administrative rates are calculated as a percentage of net sales.

(3)
Calculated as a percentage of total revenues.

As of January 28,
As of January 30,

2017

2016

(in millions)

(unaudited)

Financial Position

Accounts receivable, net

$
199
$
196
Merchandise inventories

1,896

1,945
Total current assets

3,242

3,014
Total current liabilities

3,679

2,911
Land, property and equipment, net

3,897

3,735
Long-term debt, net

2,113

2,795
Total shareholders' equity

870

871
Total assets

7,858

7,698

Fiscal Year Ended

January 28,
January 30,

2017

2016

(in millions)

(unaudited)

Cash flow data

Net cash provided by operating activities

$
1,648
$
2,451
Net cash used in investing activities

(791)

(144)
Net cash used in financing activities

(445)

(2,539)

S-6
Table of Contents
The Offering
The following summary contains basic information about the notes. It does not contain all the information that may be important to
you. For a more complete understanding of the notes, please refer to the section of this prospectus supplement entitled "Description of the
Notes" and the section of the accompanying prospectus entitled "Description of Debt Securities."

Issuer
Nordstrom, Inc.
Notes Offered
$350,000,000 4.00% Senior Notes due 2027.
$300,000,000 5.00% Senior Notes due 2044.

The 2044 notes will be a further issuance of, and will be fully fungible, rank equally
in right of payment and form a single series with, the outstanding approximately
$666 million aggregate principal amount of 5.00% Senior Notes due 2044 issued by
us on May 6, 2014. Upon completion of this offering, we will have approximately
$966 million aggregate principal amount of 5.00% Senior Notes due 2044
https://www.sec.gov/Archives/edgar/data/72333/000119312517074819/d359162d424b5.htm[3/9/2017 9:50:03 AM]

424B5
outstanding.
Maturity Date
The 2027 notes will mature on March 15, 2027.
The 2044 notes will mature on January 15, 2044.
Interest
Interest on the 2027 notes will accrue from the date of their issuance at the rate set
forth on the cover page of this prospectus supplement and will be payable semi-
annually, in arrears, on March 15 and September 15 of each year, commencing
September 15, 2017.

Interest on the 2044 notes will accrue from, and including, January 15, 2017 and is
payable on January 15 and July 15 of each year, beginning on July 15, 2017. All pre-
issuance accrued interest from January 15, 2017 to the settlement date will be paid
by purchasers of the 2044 notes.
Optional Redemption of Notes
Prior to December 15, 2026, with respect to the 2027 notes, or July 15, 2043, with
respect to the 2044 notes, we may redeem the notes at our option, at any time in
whole or from time to time in part, at a redemption price equal to the greater of:

· 100% of the principal amount of the notes being redeemed; and

· The sum of the present values of the remaining scheduled payments of principal
and interest thereon (assuming, in the case of the 2027 notes only, that such 2027
notes matured on December 15, 2026) (not including any portion of such
payments of interest accrued as of the date of redemption), discounted to the date
of redemption on a semi-annual basis (assuming a 360-day year consisting of
twelve 30-day months) at the applicable Treasury Rate (as defined in this

prospectus

S-7
Table of Contents
supplement) plus 25 basis points, with respect to the 2027 notes, and 20 basis
points, with respect to the 2044 notes,

plus, in either case, the accrued and unpaid interest on the notes being redeemed to,
but not including, the date of redemption.

In addition, at any time on or after December 15, 2026, with respect to the 2027
notes, or July 15, 2043, with respect to the 2044 notes, we may redeem some or all of
the notes at a price equal to 100% of the principal amount of the notes being
redeemed plus accrued and unpaid interest thereon to, but not including, the date of
redemption.
Repurchase at the Option of Holders Upon a Change
If we experience a "Change of Control Repurchase Event" (as defined in this
of Control Repurchase Event
prospectus supplement), we will be required, unless we have exercised our right to
redeem the notes, to offer to purchase the notes at a purchase price equal to 101% of
their principal amount, plus accrued and unpaid interest, if any, to, but not including,
the purchase date.
Covenants
The indenture, pursuant to which the notes will be issued, contains certain covenants
that will, among other things, limit our ability and the ability of certain of our
subsidiaries to incur certain liens, enter into sale and leaseback transactions or
https://www.sec.gov/Archives/edgar/data/72333/000119312517074819/d359162d424b5.htm[3/9/2017 9:50:03 AM]

Document Outline

#1">
- #1">