jwn-20210501
0000072333false2021Q11/297,3227,1596,6831,0001,0001,000158.9157.8157.0158.9157.8157.0000000723332021-01-312021-05-01xbrli:shares00000723332021-05-28iso4217:USD00000723332020-02-022020-05-02iso4217:USDxbrli:shares00000723332021-05-0100000723332021-01-3000000723332020-05-020000072333us-gaap:CommonStockMember2021-01-300000072333us-gaap:CommonStockMember2020-02-010000072333us-gaap:CommonStockMember2021-01-312021-05-010000072333us-gaap:CommonStockMember2020-02-022020-05-020000072333us-gaap:CommonStockMember2021-05-010000072333us-gaap:CommonStockMember2020-05-020000072333us-gaap:RetainedEarningsMember2021-01-300000072333us-gaap:RetainedEarningsMember2020-02-010000072333us-gaap:RetainedEarningsMember2021-01-312021-05-010000072333us-gaap:RetainedEarningsMember2020-02-022020-05-020000072333us-gaap:RetainedEarningsMember2021-05-010000072333us-gaap:RetainedEarningsMember2020-05-020000072333us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-01-300000072333us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-02-010000072333us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-01-312021-05-010000072333us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-02-022020-05-020000072333us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-05-010000072333us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-05-0200000723332020-02-01jwn:store0000072333jwn:NordstromUSMember2021-05-010000072333us-gaap:PropertyPlantAndEquipmentMember2020-05-020000072333jwn:OperatingRightofUseAssetMember2020-05-020000072333us-gaap:PrepaidExpensesAndOtherCurrentAssetsMember2021-05-010000072333us-gaap:PrepaidExpensesAndOtherCurrentAssetsMember2020-05-020000072333us-gaap:OtherNoncurrentAssetsMember2021-05-010000072333us-gaap:OtherNoncurrentAssetsMember2020-05-020000072333jwn:CostOfSalesAndRelatedBuyingAndOccupancyCostsMember2020-02-022020-05-020000072333us-gaap:SellingGeneralAndAdministrativeExpensesMember2020-02-022020-05-020000072333jwn:NordstromMember2021-01-312021-05-010000072333jwn:NordstromMember2020-02-022020-05-020000072333jwn:NordstromRackMember2021-01-312021-05-010000072333jwn:NordstromRackMember2020-02-022020-05-02xbrli:pure0000072333jwn:DigitalSalesMember2021-01-312021-05-010000072333jwn:DigitalSalesMember2020-02-022020-05-020000072333jwn:WomensApparelMember2021-01-312021-05-010000072333jwn:WomensApparelMember2020-02-022020-05-020000072333jwn:ShoesMember2021-01-312021-05-010000072333jwn:ShoesMember2020-02-022020-05-020000072333jwn:WomensAccessoriesMember2021-01-312021-05-010000072333jwn:WomensAccessoriesMember2020-02-022020-05-020000072333jwn:MensApparelMember2021-01-312021-05-010000072333jwn:MensApparelMember2020-02-022020-05-020000072333jwn:CosmeticsMember2021-01-312021-05-010000072333jwn:CosmeticsMember2020-02-022020-05-020000072333jwn:ChildrensApparelMember2021-01-312021-05-010000072333jwn:ChildrensApparelMember2020-02-022020-05-020000072333jwn:OtherProductsAndServicesMember2021-01-312021-05-010000072333jwn:OtherProductsAndServicesMember2020-02-022020-05-020000072333jwn:SeniorNotes23DueApril2024NetOfUnamortizedDiscountMember2021-01-312021-05-010000072333jwn:SeniorNotes23DueApril2024NetOfUnamortizedDiscountMember2021-05-010000072333jwn:SeniorNotes425DueAugust2031NetOfUnamortizedDiscountMember2021-01-312021-05-010000072333jwn:SeniorNotes425DueAugust2031NetOfUnamortizedDiscountMember2021-05-010000072333jwn:SeniorSecuredNotes8750PercentDueMay2025NetOfUnamortizedDiscountMember2021-01-312021-05-010000072333jwn:A2021RefinancingMember2021-01-312021-05-010000072333us-gaap:RevolvingCreditFacilityMember2021-01-312021-05-010000072333us-gaap:SubsequentEventMember2021-05-022021-06-040000072333us-gaap:RevolvingCreditFacilityMember2021-05-010000072333us-gaap:CommercialPaperMember2021-05-010000072333us-gaap:FairValueInputsLevel2Member2021-05-010000072333us-gaap:FairValueInputsLevel2Member2021-01-300000072333us-gaap:FairValueInputsLevel2Member2020-05-020000072333jwn:TwoThousandEighteenProgramMember2021-05-010000072333us-gaap:RestrictedStockUnitsRSUMember2021-01-312021-05-010000072333us-gaap:RestrictedStockUnitsRSUMember2020-02-022020-05-020000072333us-gaap:EmployeeStockOptionMember2021-01-312021-05-010000072333us-gaap:EmployeeStockOptionMember2020-02-022020-05-020000072333jwn:OtherStockBasedCompensationMember2021-01-312021-05-010000072333jwn:OtherStockBasedCompensationMember2020-02-022020-05-020000072333us-gaap:PerformanceSharesMember2021-01-312021-05-010000072333us-gaap:PerformanceSharesMember2020-02-022020-05-020000072333jwn:RetailSegmentMember2021-01-312021-05-010000072333jwn:RetailSegmentMember2020-02-022020-05-020000072333us-gaap:CorporateAndOtherMember2021-01-312021-05-010000072333us-gaap:CorporateAndOtherMember2020-02-022020-05-02
Table of Contents         
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended May 1, 2021
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to___________
Commission File Number: 001-15059
NORDSTROM, INC.
(Exact name of registrant as specified in its charter)
Washington91-0515058
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
1617 Sixth Avenue, Seattle, Washington 98101
(Address of principal executive offices)
206-628-2111
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common stock, without par valueJWNNew York Stock Exchange
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 No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated FilerAccelerated filer
Non-accelerated filerSmaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes No
Common stock outstanding as of May 28, 2021: 158,898,676 shares
1 of 28

Table of Contents



TABLE OF CONTENTS
  Page
Item 1.
Condensed Consolidated Statements of Earnings
Condensed Consolidated Statements of Comprehensive Earnings
Condensed Consolidated Balance Sheets
Condensed Consolidated Statements of Shareholders’ Equity
Condensed Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Note 1: Basis of Presentation
Note 2: Revenue
Note 3: Debt and Credit Facilities
Note 4: Fair Value Measurements
Note 5: Commitments and Contingencies
Note 6: Shareholders’ Equity
Note 7: Stock-based Compensation
Note 8: Earnings Per Share
Note 9: Segment Reporting
Item 2.
Item 3.
Item 4.
Item 1.
Item 1A.
Item 2.
Item 6.
2 of 28

Table of Contents



FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are subject to the “safe harbor” created by those sections. Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to our management. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “could,” “goal,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “project,” “predict,” “potential,” “pursue,” “going forward,” and similar expressions intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors, which may cause our actual results, performance, time frames or achievements to be materially different from any future results, performance, time frames or achievements expressed or implied by the forward-looking statements. These risks, uncertainties and other factors include, but are not limited to, our anticipated financial outlook for the fiscal year ending January 29, 2022, trends in our operations and the following:
Strategic and Operational
the novel coronavirus (“COVID-19”) global pandemic and civil unrest, each of which may make it necessary to close our physical stores and facilities in affected areas and may have a negative impact on our business and results, any of which may exacerbate the risks below,
successful execution of our customer strategy to provide customers superior service, products and experiences, online, through our fulfillment capabilities and in stores,
timely and effective implementation and execution of our evolving business model, including:
scaling our market strategy by providing a differentiated and seamless experience, which consists of the integration of our digital and physical assets, development of new supply chain capabilities and timely delivery of products,
expanding the reach of Nordstrom Rack, including expanding our price range and selection and leveraging our digital and physical assets,
increasing our digital velocity by enhancing our platforms and processes to deliver core capabilities to drive customer, employee and partner experiences and service,
our ability to effectively manage our merchandise strategy, including our ability to offer compelling assortments,
our ability to effectively utilize internal and third-party data in strategic planning and decision making,
our ability to effectively allocate and scale our marketing strategies and resources between The Nordy Club, advertising and promotional campaigns,
our ability to respond to the evolving retail environment, including new fashion trends, environmental considerations and our customers’ changing expectations of service and experience in stores and online, and our development of new market strategies and customer offerings,
our ability to prevent or mitigate disruptions in the global supply chain and rising freight expenses and control costs through effective inventory management, fulfillment and supply chain processes and systems,
our ability to realize the expected benefits, anticipate and respond to potential risks and appropriately manage costs associated with our credit card revenue sharing program,
our ability to acquire, develop and retain qualified talent and offer competitive compensation and benefits, especially in areas with increased market compensation,
potential goodwill impairment charges, future impairment charges, fluctuations in the fair values of reporting units or of assets in the event projected financial results are not achieved within expected time frames or our strategic direction changes,
Data, Cybersecurity and Information Technology
successful execution of our information technology strategy, including engagement with third-party service providers,
the impact of any systems or network 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, and our compliance with information security and privacy laws and regulations in the event of such an incident,
Reputation and Relationships
our ability to maintain our reputation and relationships with our customers, vendors and third-party partners and landlords,
our ability to maintain relationships with and motivate our employees and to effectively attract, develop and retain our top talent and future leaders,
our ability to market our brand on a variety of publisher or platform channels, as well as our access to mobile operating systems and website identifiers for personalized delivery of targeted advertising,
Investment and Capital
efficient and proper allocation of our capital resources,
our ability to properly balance our investments in technology, Supply Chain Network facilities and existing and new store locations, including the expansion of our market strategy,
our ability to maintain or expand our presence, including timely completion of construction associated with Supply Chain Network facilities and new, relocated and remodeled stores, as well as any potential store closures, all of which may be impacted by third parties, consumer demand and other natural or man-made disruptions, and government responses to any such disruptions,
3 of 28

Table of Contents



market fluctuations, increases in operating costs, exit costs and overall liabilities and losses associated with owning and leasing real estate,
compliance with debt and operating covenants, availability and cost of credit, changes in our credit rating and changes in interest rates,
the actual timing, price, manner and amounts of future share repurchases, dividend payments, or share issuances, if any,
Economic and External
the length and severity of epidemics or pandemics, such as the COVID-19 pandemic, or other catastrophic events, and the related impact on customer behavior, store and online operations and supply chain functions, as well as our future consolidated financial position, results of operations and cash flows,
the impact of the seasonal nature of our business and cyclical customer spending,
the impact of economic and market conditions in the U.S. and Canada, including inflation and the resulting changes to our customer purchasing behavior, unemployment and bankruptcy rates, as well as any fiscal stimulus and the resultant impact on consumer spending and credit patterns,
the impact of economic, environmental or political conditions in the U.S. and Canada and countries where our third-party vendors operate,
the impact of changing traffic patterns at shopping centers and malls,
financial insecurity or potential insolvency experienced by our vendors, suppliers, landlords, peers, or customers as a result of any economic downturn,
weather conditions, natural disasters, climate change, national security concerns, other market and supply chain disruptions, the effects of tariffs, or the prospects of these events and the resulting impact on consumer spending patterns or information technology systems and communications,
Legal and Regulatory
our compliance with applicable domestic and international laws, regulations and ethical standards, including those related to COVID-19, minimum wage, employment and tax, information security and privacy, consumer credit and environmental regulations and the outcome of any claims, litigation and regulatory investigations and resolution of such matters,
the impact of the current regulatory environment, financial system and tax reforms,
the impact of changes in accounting rules and regulations, changes in our interpretation of the rules or regulations, or changes in underlying assumptions, estimates or judgments.
These and other factors, including those factors we discussed in Part II, Item 1A: Risk Factors, could affect our financial results and cause our actual results to differ materially from any forward-looking information we may provide. Given these risks, uncertainties and other factors, you should not place undue reliance on these forward-looking statements. Also, these forward-looking statements represent our estimates and assumptions only as of the date of this filing. You should read this Quarterly Report on Form 10-Q completely and with the understanding that our actual future results may be materially different from what we expect. We hereby qualify our forward-looking statements by these cautionary statements. Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.
All references to “we,” “us,” “our,” or the “Company” mean Nordstrom, Inc. and its subsidiaries.
In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the filing date of this Quarterly Report on Form 10-Q, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.
4 of 28

Table of Contents



DEFINITIONS
The following table includes definitions of our commonly used terms:
TermDefinition
2019 Plan2019 Equity Incentive Plan
2020 Annual ReportAnnual Report on Form 10-K filed on March 15, 2021
Adjusted EBITDAAdjusted earnings (loss) before interest, income taxes, depreciation and amortization (a non-GAAP financial measure)
Adjusted EBITDARAdjusted earnings (loss) before interest, income taxes, depreciation, amortization and rent, as defined by our Revolver covenant (a non-GAAP financial measure)
Adjusted ROICAdjusted return on invested capital (a non-GAAP financial measure)
ASCAccounting Standards Codification
ASUAccounting Standards Update
CARES ActCoronavirus Aid, Relief and Economic Security Act
CODMChief operating decision maker
COVID-19Novel coronavirus
Digital sales
Sales conducted through a digital platform such as our websites or mobile apps. Digital sales may be self-guided by the customer, as in a traditional online order, or facilitated by a salesperson using a virtual styling or selling tool, such as Nordstrom Trunk Club or Style Board. Digital sales may be picked up in our Nordstrom stores, Nordstrom Rack stores or Nordstrom Local service hubs. Digital sales also include a reserve for estimated returns.
EBITEarnings (Loss) before interest and income taxes
EPSEarnings (Loss) per share
ESPPEmployee Stock Purchase Plan
Exchange ActSecurities Exchange Act of 1934, as amended
Express ServicesNordstrom order pickups and returns offered at certain Nordstrom Rack stores
FASBFinancial Accounting Standards Board
First quarter of 202113 fiscal weeks ending May 1, 2021
First quarter of 202013 fiscal weeks ending May 2, 2020
First quarter of 201913 fiscal weeks ending May 4, 2019
Fiscal year 202152 fiscal weeks ending January 29, 2022
Fiscal year 202052 fiscal weeks ending January 30, 2021
GAAPGenerally accepted accounting principles
Gross profitNet sales less cost of sales and related buying and occupancy costs
Inventory turnover rateTrailing 4-quarter cost of sales and related buying and occupancy costs divided by the trailing 4-quarter average inventory
Lease StandardASU No. 2016-02, Leases, and all related amendments (ASC 842)
Leverage RatioThe sum of the preceding twelve months of rent expense under the previous lease guidance multiplied by six and funded debt divided by the preceding twelve months of EBITDAR as defined by our debt covenant
MD&AManagement’s Discussion and Analysis of Financial Condition and Results of Operations
NordstromNordstrom.com, TrunkClub.com, Nordstrom-branded U.S. stores, Canada, which includes Nordstrom.ca, Nordstrom Canadian stores and Nordstrom Rack Canadian stores, and Nordstrom Local
Nordstrom LocalNordstrom Local service hubs, which offer Nordstrom order pickups, returns, alterations and other services
Nordstrom NYCOur New York City Nordstrom flagship store, including the Men’s location
Nordstrom RackNordstromrack.com, Nordstrom Rack-branded U.S. stores, Last Chance clearance stores and, prior to the first quarter of 2021, HauteLook.com
The Nordy ClubOur customer loyalty program
NYSENew York Stock Exchange
Operating Lease CostFixed rent expense, including fixed common area maintenance expense, net of developer reimbursement amortization
PCAOBPublic Company Accounting Oversight Board (United States)
Property incentivesDeveloper and vendor reimbursements
PSUPerformance share unit
RevolverSenior revolving credit facility
ROU assetOperating lease right-of-use asset
RSURestricted stock unit
SECSecurities and Exchange Commission
SERPUnfunded defined benefit Supplemental Executive Retirement Plan
Secured Notes8.750% senior secured notes due May 2025
SG&ASelling, general and administrative
Supply Chain NetworkFulfillment centers that primarily process and ship orders to our customers, distribution centers that primarily process and ship merchandise to our stores and other facilities and omni-channel centers that both fulfill customer orders and ship merchandise to our stores
TDToronto-Dominion Bank, N.A.
5 of 28

Table of Contents



PART I — FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited).
NORDSTROM, INC.
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(Amounts in millions except per share amounts)
(Unaudited)
Quarter Ended
May 1, 2021May 2, 2020
Net sales$2,921 $2,026 
Credit card revenues, net88 93 
Total revenues3,009 2,119 
Cost of sales and related buying and occupancy costs
(2,019)(1,810)
Selling, general and administrative expenses(1,075)(1,122)
Loss before interest and income taxes(85)(813)
Interest expense, net(137)(34)
Loss before income taxes(222)(847)
Income tax benefit56 326 
Net loss($166)($521)
Loss per share:
Basic($1.05)($3.33)
Diluted($1.05)($3.33)
Weighted-average shares outstanding:
Basic158.5 156.4 
Diluted158.5 156.4 
The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these financial statements.
NORDSTROM, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS
(Amounts in millions)
(Unaudited)
Quarter Ended
May 1, 2021May 2, 2020
Net loss($166)($521)
Foreign currency translation adjustment10 (24)
Post retirement plan adjustments, net of tax1 2 
Comprehensive net loss($155)($543)
The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these financial statements.
6 of 28

Table of Contents



NORDSTROM, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in millions)
(Unaudited)

May 1, 2021January 30, 2021May 2, 2020
Assets
Current assets:
Cash and cash equivalents$377 $681 $1,355 
Accounts receivable, net238 245 154 
Merchandise inventories1,961 1,863 1,489 
Prepaid expenses and other923 853 669 
Total current assets3,499 3,642 3,667 
Land, property and equipment (net of accumulated depreciation of $7,322, $7,159 and $6,683)
3,642 3,732 3,974 
Operating lease right-of-use assets1,560 1,581 1,722 
Goodwill249 249 249 
Other assets383 334 357 
Total assets$9,333 $9,538 $9,969 
Liabilities and Shareholders’ Equity
Current liabilities:
Borrowings under revolving line of credit$200 $ $800 
Accounts payable1,676 1,960 1,125 
Accrued salaries, wages and related benefits330 352 280 
Current portion of operating lease liabilities246 260 243 
Other current liabilities1,056 1,048 1,351 
Current portion of long-term debt500 500  
Total current liabilities4,008 4,120 3,799 
Long-term debt, net2,847 2,769 3,264 
Non-current operating lease liabilities1,662 1,687 1,836 
Other liabilities650 657 673 
Commitments and contingencies (Note 5)
Shareholders’ equity:
Common stock, no par value: 1,000 shares authorized; 158.9, 157.8 and 157.0 shares issued and outstanding
3,221 3,205 3,148 
Accumulated deficit(2,996)(2,830)(2,661)
Accumulated other comprehensive loss(59)(70)(90)
Total shareholders’ equity166 305 397 
Total liabilities and shareholders’ equity$9,333 $9,538 $9,969 
The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these financial statements.
7 of 28

Table of Contents



NORDSTROM, INC.
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(Amounts in millions except per share amounts)
(Unaudited)
Quarter Ended
May 1, 2021May 2, 2020
Common stock
Balance, beginning of period$3,205 $3,129 
Issuance of common stock under stock compensation plans
7 11 
Stock-based compensation9 8 
Balance, end of period$3,221 $3,148 
Accumulated deficit
Balance, beginning of period($2,830)($2,082)
Net loss(166)(521)
Dividends (58)
Balance, end of period($2,996)($2,661)
Accumulated other comprehensive loss
Balance, beginning of period($70)($68)
Other comprehensive income (loss)11 (22)
Balance, end of period($59)($90)
Total Shareholders’ Equity$166 $397 
Dividends per share$ $0.37 
The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these financial statements.
8 of 28

Table of Contents



NORDSTROM, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in millions)
(Unaudited)
Quarter Ended
May 1, 2021May 2, 2020
Operating Activities
Net loss($166)($521)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expenses162 176 
Asset impairment 117 
Right-of-use asset amortization43 44 
Deferred income taxes, net8 (54)
Stock-based compensation expense22 13 
Other, net86 2 
Change in operating assets and liabilities:
Accounts receivable7 25 
Merchandise inventories(16)228 
Prepaid expenses and other assets(126)(393)
Accounts payable(296)(292)
Accrued salaries, wages and related benefits(22)(227)
Other current liabilities7 167 
Lease liabilities(81)(65)
Other liabilities8 2 
Net cash used in operating activities(364)(778)
Investing Activities
Capital expenditures(126)(131)
Other, net16 5 
Net cash used in investing activities(110)(126)
Financing Activities
Proceeds from revolving line of credit200 800 
Proceeds from long-term borrowings675 600 
Principal payments on long-term borrowings(600) 
(Decrease) increase in cash book overdrafts(17)83 
Cash dividends paid (58)
Proceeds from issuances under stock compensation plans7 11 
Tax withholding on share-based awards(13)(8)
Make-whole payment and other, net(85)(11)
Net cash provided by financing activities167 1,417 
Effect of exchange rate changes on cash and cash equivalents3 (11)
Net (decrease) increase in cash and cash equivalents(304)502 
Cash and cash equivalents at beginning of period681 853 
Cash and cash equivalents at end of period$377 $1,355 
Supplemental Cash Flow Information
Cash paid during the period for:
Income taxes, net$3 $ 
Interest, net of capitalized interest63 34 
The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these financial statements.
9 of 28

Table of Contents
NORDSTROM, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollar and share amounts in millions except per share, per option and per unit amounts)
(Unaudited)
NOTE 1: BASIS OF PRESENTATION
The accompanying Condensed Consolidated Financial Statements include the balances of Nordstrom, Inc. and its subsidiaries. All intercompany transactions and balances are eliminated in consolidation. The interim Condensed Consolidated Financial Statements have been prepared on a basis consistent in all material respects with the accounting policies described and applied in our 2020 Annual Report and reflect all adjustments of a normal recurring nature that are, in management’s opinion, necessary for the fair presentation of the results of operations, financial position and cash flows for the periods presented.
The Condensed Consolidated Financial Statements as of and for the periods ended May 1, 2021 and May 2, 2020 are unaudited. The Condensed Consolidated Balance Sheet as of January 30, 2021 has been derived from the audited Consolidated Financial Statements included in our 2020 Annual Report. The interim Condensed Consolidated Financial Statements should be read together with the Consolidated Financial Statements and related footnote disclosures contained in our 2020 Annual Report.
Seasonality
Our business, like that of other retailers, is subject to seasonal fluctuations and cyclical trends in consumer spending. Our sales are typically higher in our second quarter, which usually includes our Anniversary Sale, and the holidays in the fourth quarter. As a result of COVID-19, the Anniversary Sale was moved to August in 2020, which fell entirely in our third fiscal quarter. Results for any one quarter may not be indicative of the results that may be achieved for a full fiscal year. We plan our merchandise receipts to coincide with expected sales trends and other supply chain factors. For instance, our merchandise purchases and receipts increase prior to the Anniversary Sale, and we purchase and receive a larger amount of merchandise in the fall as we prepare for the holiday shopping season (from late November through December). Consistent with our seasonal fluctuations, our working capital requirements have historically increased during the months leading up to the Anniversary Sale and the holidays as we purchase inventory in anticipation of increased sales.
Use of Estimates
The preparation of financial statements in conformity with GAAP in the U.S. requires that we make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and disclosure of contingent assets and liabilities during the reporting period. Uncertainties regarding such estimates and assumptions are inherent in the preparation of financial statements and actual results may differ from these estimates and assumptions. Our most significant accounting judgments and estimates include revenue recognition, inventory valuation, long-lived asset recoverability and income taxes, all of which involve assumptions about future events. We may be unable to accurately predict the ongoing impact of COVID-19 going forward and as a result our estimates may change in the near term.
Land, Property and Equipment
Our net non-cash investing activities primarily related to technology expenditures resulted in a decrease to accounts payable of $44 in 2021.
Long-Lived Assets
In the first quarter of 2020, as we optimized our mix of physical and digital assets to align with longer-term customer trends, we closed 16 Nordstrom stores. In conjunction with these closures, we incurred non-cash impairment charges on long-lived tangible and ROU assets to adjust the carrying values to their estimated fair value. The following table provides details related to asset impairment charges as a result of COVID-19:
Quarter EndedMay 2, 2020
Long-lived asset impairment1
$94 
Operating lease ROU asset impairment1
23 
Total asset impairment$117 
1 As of May 2, 2020, the carrying value of the applicable long-lived and operating lease ROU assets after impairment was $15 and $6.
These charges are primarily included in our Retail segment SG&A expense on the Condensed Consolidated Statement of Earnings.
Income Taxes
We recorded $576 and $275 in current taxes receivable as of May 1, 2021 and May 2, 2020, which is classified in prepaid expenses and other on the Condensed Consolidated Balance Sheet. In addition, we recorded $60 and $2 in noncurrent taxes receivable as of May 1, 2021 and May 2, 2020, which is classified in other assets on the Condensed Consolidated Balance Sheet. The current and noncurrent income tax receivables are primarily associated with the loss carryback provision of the CARES Act.
Severance
In the first quarter of 2020, we recorded $88 of restructuring costs in connection with our regional and corporate reorganization, including $25 recorded in cost of sales and related buying and occupancy costs and $63 in SG&A on the Condensed Consolidated Statement of Earnings.
10 of 28

Table of Contents
NORDSTROM, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollar and share amounts in millions except per share, per option and per unit amounts)
(Unaudited)
Leases
We incurred operating lease liabilities arising from the commencement of lease agreements of $33 for the quarter ended May 1, 2021 and $37 for the quarter ended May 2, 2020.
Reclassification
We reclassified our fiscal 2020 Condensed Consolidated Statement of Cash Flows to conform with current period presentation. To adjust our net loss to reconcile to operating activity cash flows, we present depreciation and amortization separate from other, net, which includes the make-wholepremium in the first quarter of 2021 (see Note 3: Debt and Credit Facilities).
Recent Accounting Pronouncements
In November 2020, the SEC adopted the final rule under SEC Release No. 33-10890, Management’s Discussion and Analysis, Selected Financial Data, and Supplementary Financial Information, which eliminates the requirement for selected financial data, streamlines certain disclosures in MD&A and eliminates duplicative disclosures with the intention of simplifying reporting compliance. In the fourth quarter of 2020, we early adopted the amendments to provision 301, Selected financial data and provision 302, Supplementary financial information. In the first quarter of 2021, we adopted all remaining provisions of this final rule. The adoption of this final rule did not have a material effect on our Consolidated Financial Statements.
NOTE 2: REVENUE
Contract Liabilities
Contract liabilities represent our obligation to transfer goods or services to customers and include deferred revenue for The Nordy Club (including points and Nordstrom Notes) and gift cards. Our contract liabilities are classified as current on the Condensed Consolidated Balance Sheets and are as follows:
Contract Liabilities
Balance as of February 1, 2020$576 
Balance as of May 2, 2020489 
Balance as of January 30, 2021478 
Balance as of May 1, 2021436 
Revenues recognized from our beginning contract liability balance were $114 for the quarter ended May 1, 2021 and $130 for the quarter ended May 2, 2020.
Disaggregation of Revenue
The following table summarizes our disaggregated net sales:
Quarter Ended
May 1, 2021May 2, 2020
Nordstrom $1,854 $1,357 
Nordstrom Rack1,067 669 
Total net sales$2,921 $2,026 
Digital sales as a % of total net sales46 %54 %
11 of 28

Table of Contents
NORDSTROM, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollar and share amounts in millions except per share, per option and per unit amounts)
(Unaudited)
The following table summarizes the percent of net sales by merchandise category:
Quarter Ended
May 1, 2021May 2, 2020
Women’s Apparel31 %33 %
Shoes26 %24 %
Women’s Accessories14 %12 %
Men’s Apparel12 %12 %
Beauty11 %12 %
Kids’ Apparel4 %4 %
Other2 %3 %
Total net sales100 %100 %
NOTE 3: DEBT AND CREDIT FACILITIES
Debt
During the first quarter of 2021, we issued $250 aggregate principal amount of 2.3% senior notes due April 2024 and $425 aggregate principal amount of 4.25% senior notes due August 2031. These notes are unsecured and may be redeemed at any time in whole or in part. The April 2024 notes can be redeemed at par starting in April 2022. With the net proceeds of these new notes, together with cash on hand, we retired our $600 Secured Notes. We recorded $88 related to the redemption in interest expense, net, which primarily consisted of a one-time payment of $78 for a “make-whole” premium, and the write-off of unamortized balances associated with the debt discount and issuance costs. The make-whole payment was not included in cash paid during the period for interest, net of capitalized interest.
As a result of this redemption, our outstanding long-term debt is unsecured and all real estate will be unencumbered.
Credit Facilities
During the first quarter of 2021, we borrowed $200 and amended our existing Revolver. Under the Revolver, we are in a “Collateral Period” if our Leverage Ratio is greater than four or our unsecured debt is rated below BBB- with a stable outlook at Standard & Poor’s or Baa3 with a stable outlook at Moody’s. In the Collateral Period, any borrowings under our Revolver will be secured by substantially all our personal property and we will be subject to asset coverage and minimum liquidity covenants, as well as a fixed charge coverage covenant. If our Leverage Ratio is below four and our unsecured debt is rated at or above BBB- with a stable outlook at Standard & Poor’s or Baa3 with a stable outlook at Moody’s, any borrowings under our Revolver will be unsecured, we will not be subject to the above covenants and the restrictions on dividend payments and share repurchases will be removed. In May 2021, subsequent to quarter end, we completely repaid $200 on our Revolver.
Under our Revolver amendment, we created flexibility for dividends and share repurchases during the Collateral Period, provided no default or event of default exists as a result of such payments, the pro-forma Leverage Ratio as of the most recent fiscal quarter is less than 3.75, pro-forma liquidity at the date of such payment is at least $600, and the amount of such payments do not exceed the amount of the corresponding fiscal quarter of 2019. Additionally, the “make-whole” premium and unamortized deferred bond issuance costs related to the redemption of the $600 Secured Notes is excluded from the definition of interest expense.
The Revolver expires in September 2023 and is classified in total current liabilities on the Condensed Consolidated Balance Sheet. As of May 1, 2021, we had $200 outstanding under this facility, our borrowings under the Revolver were classified as secured as our Leverage Ratio exceeded four and we did not meet or exceed our credit rating threshold. We met all other financial covenant measures for the quarter. Provided that we obtain written consent from the lenders, we have the option to increase the Revolver by up to $200, to a total of $1,000, and two options to extend the Revolver by one year. The Revolver contains customary representations, warranties, covenants and terms, including paying a variable rate of interest and a commitment fee based on our debt rating. The Revolver is available for working capital, capital expenditures and general corporate purposes.
As a result of our borrowings under the Revolver, the full capacity of our $800 commercial paper program is not available to us at this time. When available, the program allows us to use the proceeds to fund operating cash requirements. Under the terms of the commercial paper agreement, we pay a rate of interest based on, among other factors, the maturity of the issuance and market conditions. The issuance of commercial paper has the effect of reducing available liquidity under the Revolver by an amount equal to the principal amount of commercial paper outstanding. As of May 1, 2021, we had no issuances outstanding under our commercial paper program.
12 of 28

Table of Contents
NORDSTROM, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollar and share amounts in millions except per share, per option and per unit amounts)
(Unaudited)
NOTE 4: FAIR VALUE MEASUREMENTS
We disclose our financial assets and liabilities that are measured at fair value in our Condensed Consolidated Balance Sheets by level within the fair value hierarchy as defined by applicable accounting standards:
Level 1: Quoted market prices in active markets for identical assets or liabilities
Level 2: Other observable market-based inputs or unobservable inputs that are corroborated by market data
Level 3: Unobservable inputs that cannot be corroborated by market data that reflect the reporting entity’s own assumptions
Financial Instruments Measured at Carrying Value
Financial instruments measured at carrying value on a recurring basis include cash and cash equivalents, accounts receivable, accounts payable and our Revolver, which approximate fair value due to their short-term nature.
Long-term debt is recorded at carrying value. If long-term debt was measured at fair value, we would use quoted market prices of the same or similar issues, which is considered a Level 2 fair value measurement. The following table summarizes the carrying value and fair value estimate of our long-term debt, including current maturities:
May 1, 2021January 30, 2021May 2, 2020
Carrying value of long-term debt$3,347 $3,269 $3,264 
Fair value of long-term debt3,480 3,430 2,804 
Non-financial Assets Measured at Fair Value on a Nonrecurring Basis
We also measure certain non-financial assets at fair value on a nonrecurring basis, primarily goodwill, long-lived tangible and ROU assets, in connection with periodic evaluations for potential impairment. We estimate the fair value of these assets using primarily unobservable inputs and, as such, these are considered Level 3 fair value measurements. There were no material impairment charges for these assets for the quarter ended May 1, 2021. For more information regarding long-lived tangible and ROU asset impairment charges for the quarter ended May 2, 2020, see Note 1: Basis of Presentation.
NOTE 5: COMMITMENTS AND CONTINGENCIES
Our NYC flagship store opened in October 2019 and the related building and equipment assets were placed into service at the end of the third quarter of 2019. While our store has opened, construction continues in the residential condominium units above the store. As of May 1, 2021, we have a fee interest in the retail condominium unit. We are committed to make one remaining installment payment based on the developer meeting final pre-established construction and development milestones. Precautions related to COVID-19 have caused delays in meeting these milestones and the timing of the remaining payment.
13 of 28

Table of Contents
NORDSTROM, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollar and share amounts in millions except per share, per option and per unit amounts)
(Unaudited)
NOTE 6: SHAREHOLDERS’ EQUITY
In August 2018, our Board of Directors authorized a program to repurchase up to $1,500 of our outstanding common stock, with no expiration date. On March 23, 2020, in response to uncertainty from the COVID-19 pandemic, we announced the suspension of our quarterly dividend payments beginning in the second quarter of 2020 and the immediate suspension of our share repurchase program. We remain committed to these programs over the long-term and intend to resume dividend payments and share repurchases when appropriate. We had $707 remaining in share repurchase capacity as of May 1, 2021. The actual timing, price, manner and amounts of future share repurchases, if any, will be subject to the discretion of the Board of Directors, contractual commitments, market and economic conditions, and applicable SEC rules.
Our Revolver contains negative covenants with respect to the payment of dividends and share repurchases. As of May 1, 2021, our Leverage Ratio exceeded four and we did not meet our credit rating covenant, preventing us from paying dividends or repurchasing shares. For more information regarding our debt covenants, see Note 3: Debt and Credit Facilities.
NOTE 7: STOCK-BASED COMPENSATION
The following table summarizes our stock-based compensation expense:
Quarter Ended
May 1, 2021May 2, 2020
RSUs$14 $13 
Stock options7 2 
Other1
1 (2)
Total stock-based compensation expense, before income tax benefit
22 13 
Income tax benefit(6)(5)
Total stock-based compensation expense, net of income tax benefit
$16 $8 
1 Other stock-based compensation expense includes PSUs, ESPP and nonemployee director stock awards.
The following table summarizes our grant allocations:
Quarter Ended
May 1, 2021May 2, 2020
GrantedWeighted-average grant-date fair value per unitGrantedWeighted-average grant-date fair value per unit
RSUs1.4 $33 2.2 $23 
Stock options1.2 $13 0.3 $7 
PSUs  0.4 $24 
Under our deferred and stock-based compensation plan arrangements, we issued 1.1 shares of common stock during the first quarter of 2021 and 1.5 shares during the first quarter of 2020.
14 of 28

Table of Contents
NORDSTROM, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollar and share amounts in millions except per share, per option and per unit amounts)
(Unaudited)
NOTE 8: EARNINGS PER SHARE
The computation of EPS is as follows:
Quarter Ended
May 1, 2021May 2, 2020
Net loss($166)($521)
Basic shares158.5 156.4 
Dilutive effect of common stock equivalents  
Diluted shares158.5 156.4 
Loss per basic share($1.05)($3.33)
Loss per diluted share($1.05)($3.33)
Anti-dilutive common stock equivalents12.7 13.1 
NOTE 9: SEGMENT REPORTING
The following table sets forth information for our reportable segment:
Quarter Ended
May 1, 2021May 2, 2020
Retail segment EBIT($55)($711)
Corporate/Other EBIT(30)(102)
Interest expense, net(137)(34)
Loss before income taxes($222)($847)
For information about disaggregated revenues, see Note 2: Revenue.
15 of 28

Table of Contents
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
(Dollar and share amounts in millions except per share amounts)
OVERVIEW
Our first quarter results reflected improving sales momentum and continued progress in our transformation as we work to unlock the full potential of our digital-first platform. Net loss for the first quarter was $166, or $1.05 per diluted share, including an after-tax debt refinancing charge of $0.41. First quarter net sales increased 44% from the same period in 2020 and decreased 13% from the same period in 2019, representing a sequential improvement of 720 basis points relative to the fourth quarter of 2020.
Our top-line trends increased sequentially for the third quarter in a row, with improvements in both Nordstrom and Nordstrom Rack, supported by recovery in stores as COVID-19 restrictions were lifted, and continued growth in digital. Sales trends reflected broad-based improvement across channels, regions and merchandise categories, both in-store and online. Stores in markets that opened up earlier outperformed other markets by 7 to 10 percentage points, giving us increasing optimism about the pace of recovery as we look to the remainder of the year. Our performance in the quarter reflects solid execution toward the growth priorities we laid out at our investor day in February: win in our most important markets, broaden the reach of Nordstrom Rack and increase our digital velocity.
Market Strategy – Our market strategy helps us engage with customers through better service and greater access to product, no matter how they choose to shop. During the quarter, we successfully expanded this strategy to our top 20 markets, which comprise approximately 75% of sales. We continued to scale the enhanced capabilities we launched in 2020, such as the expansion of order pick-up and ship-to-store to all Nordstrom Rack stores. Almost one-third of next day order pickup volume for Nordstrom.com in our top 20 markets was picked up at Rack stores, as we continue to integrate our capabilities across our two powerful brands.
Nordstrom Rack First quarter Nordstrom Rack sales declined 13% compared with 2019, a 10-percentage point sequential improvement from the fourth quarter of 2020. Merchandise repositioning across price, hybrid and brand doors is progressing, in spite of challenges managing slower than anticipated inbound inventory flow. We remain in the early stages of these initiatives, and our progress is encouraging. Increased customer choice of price-oriented offerings in Kids, Home and Active supported a 37% increase in sales compared with 2019 in these categories.
Digital Velocity – We maintained strong growth at Nordstrom.com and Nordstromrack.com in the first quarter, even as store traffic and sales rebounded. Digital sales increased 23% over last year and 28% over the first quarter of 2019. With continued growth in digital, our total penetration has increased by 15 percentage points over the past two years, to 46%. One key opportunity we see is to offer our customers more choices, with plans to increase choice count to approximately 1.5 million over the next several years. This quarter, choice counts increased almost 20% compared with 2019, primarily driven by an expanded dropship assortment in both our core categories and in-demand categories like Home, Active and Kids. This allowed us to drive strong sales growth in our digital business without a corresponding increase in our inventory investment.
As we look ahead to the second quarter, we believe that our Anniversary Sale will be well-timed to benefit from customers’ increasing confidence and return to pre-pandemic activities. Our goal is to have an event that rewards and engages our best customers with a superior shopping experience. We will also significantly increase selection for Anniversary this year, with total customer choices up double-digits compared with 2019, supported by an expansion of alternative partnership models with our vendors.
Our focus on accelerating our strategic priorities to serve customers in new and differentiated ways is gaining momentum. We are in a stronger position than ever to capitalize on our market share opportunity as customer demand recovers. While there is still considerable uncertainty with respect to COVID-19, we remain confident in our ability to deliver on our targets for 2021 and generate profitable sales growth as demand recovers.
16 of 28

Table of Contents
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
(Continued) (Amounts in millions except per share amounts)

RESULTS OF OPERATIONS
In our ongoing effort to enhance the customer experience, we are focused on providing a seamless experience across our Company. We invested early in our omni-channel capabilities, integrating our operations, merchandising and technology across our stores and online, and in both Nordstrom and Nordstrom Rack brands. While our customers may engage with us through multiple ways, we know they value the integrated brand experience, which is ultimately how we view our company. We have one Retail reportable segment and analyze our results on a total company basis, using customer, market share, operational and net sales metrics.
Due to the extraordinary impact of COVID-19 on our results in fiscal 2020, we analyzed fiscal year 2021 net sales through EBIT against both fiscal years 2020 and 2019 to provide useful supplemental comparability.
Net Sales
The following table summarizes net sales:
Quarter Ended
May 1, 2021May 2, 2020May 4, 2019
Net sales:
Nordstrom $1,854 $1,357 $2,127 
Nordstrom Rack1,067 669 1,222 
Total net sales$2,921 $2,026 $3,349 
Net sales increase (decrease):
Nordstrom36.7 %(36.2 %)(5.1 %)
Nordstrom Rack59.5 %(45.2 %)(0.6 %)
Total Company44.2 %(39.5 %)(3.5 %)
Digital sales as a % of total net sales46 %54 %31 %
Digital sales increase23 %%%
Net Sales (2021 vs. 2020)
Total Company net sales increased 44% for the first quarter of 2021, compared with the same period in 2020, during which stores were temporarily closed for approximately half of the quarter due to COVID-19. Total Company digital sales increased 23% in the first quarter of 2021, compared with the same period in 2020 and represented 46% of total net sales during the first quarter of 2021. During the quarter ended May 1, 2021, we closed one Nordstrom Rack store.
Nordstrom net sales increased 37% for the first quarter of 2021, compared with the same period in 2020. Nordstrom Rack net sales increased 59% for the first quarter of 2021, compared with the same period in 2020. Home, active, designer and beauty were the top-performing merchandise categories.
Net Sales (2021 vs. 2019)
Total Company net sales decreased 13% for the first quarter of 2021, compared with the same period in 2019, and marked sequential improvement of 720 basis points relative to the fourth quarter of 2020. Total Company digital sales increased 28% in the first quarter of 2021, compared with the same period in 2019.
Nordstrom net sales decreased 13% for the first quarter of 2021, compared with the same period in 2019. Nordstrom Rack net sales decreased 13% for the first quarter of 2021, compared with the same period in 2019. Home, active and kids were the top-performing merchandise categories.
Credit Card Revenues, Net
Credit card revenues, net include our portion of the ongoing credit card revenue, net of credit losses, pursuant to our program agreement with TD. TD is the exclusive issuer of our consumer credit cards and we perform the account servicing functions.
Credit Card Revenues, Net (2021 vs. 2020 and 2021 vs. 2019)
Credit card revenues, net were $88 for the quarter ended May 1, 2021, compared with $93 and $94 for the same periods in 2020 and 2019. These decreases were primarily a result of lower finance charges and late fee revenues throughout the first quarter of 2021 due to lower outstanding balances as consumers made higher payments, driven in part by government stimulus packages.

17 of 28

Table of Contents
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
(Continued) (Amounts in millions except per share amounts)

Gross Profit
The following table summarizes gross profit:
Quarter Ended
May 1, 2021May 2, 2020May 4, 2019
Gross profit$902 $216 $1,121 
Gross profit as a % of net sales30.9 %10.7 %33.5 %
Inventory turnover rate4.51 4.81 4.68 
Gross Profit (2021 vs. 2020)
Gross profit increased $686 and 20 percentage points as a rate of net sales during the first quarter of 2021, compared with the same period in 2020, primarily due to lower markdowns and leverage from higher net sales volume.
Gross Profit (2021 vs. 2019)
Gross profit decreased $219 and 260 basis points during the first quarter of 2021, compared with the same period in 2019, as a result of deleverage on lower sales and lower merchandise margins, partially offset by permanent reductions in buying and occupancy costs.
Ending inventory decreased 2% compared with the same period in 2019, versus a 13% decrease in sales. The change in inventory levels compared with 2019 includes an approximately 700 basis point impact resulting from the acceleration of vendor shipments to support sales trends and mitigate potential supply chain backlogs in the second quarter.
Selling, General and Administrative Expenses 
SG&A is summarized in the following table:
Quarter Ended
May 1, 2021May 2, 2020May 4, 2019
SG&A expenses$1,075 $1,122 $1,138 
SG&A expenses as a % of net sales36.8 %55.4 %34.0 %
SG&A (2021 vs. 2020)
SG&A decreased $47 and 19 percentage points as a rate of net sales during the first quarter of 2021, compared with the same period in 2020, as a result of $250 in charges associated with the impact of COVID-19 in 2020, leverage on higher sales and the continued benefit of permanent reductions in overhead expenses of approximately 15%. This was partially offset by higher variable expenses such as supply chain costs associated with the sales volume increase.
SG&A (2021 vs. 2019)
SG&A decreased $63 during the first quarter of 2021, compared with the same period in 2019, primarily due to planned cost savings initiatives and lower sales volume, partially offset by COVID-19 related labor and freight cost pressures. SG&A rate increased 280 basis points during the first quarter of 2021, compared with the same period in 2019, as a result of COVID-19 related labor and freight cost pressures, partially offset by our planned savings initiatives.
(Loss) Earnings Before Interest and Income Taxes 
EBIT is summarized in the following table:
Quarter Ended
May 1, 2021May 2, 2020May 4, 2019
EBIT($85)($813)$77 
EBIT as a % of net sales(2.9 %)(40.1 %)2.3 %
EBIT (2021 vs. 2020)
EBIT improved $728 during the first quarter of 2021, compared with the same period in 2020. The increase was due to higher sales volume, lower markdowns and $280 in charges in the first quarter of 2020 related to the impacts of COVID-19.
EBIT (2021 vs. 2019)
For the first quarter of 2021, EBIT decreased $162, compared with the same period in 2019 primarily due to lower sales volume as we continue to recover from the pandemic and higher freight cost pressures, partially offset by our planned savings initiatives.
18 of 28

Table of Contents
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
(Continued) (Amounts in millions except per share amounts)

Interest Expense, Net
Interest expense, net was $137 for the first quarter of 2021, compared with $34 for the same period in 2020. The increase was primarily due to the debt refinance charges of $88 related to the redemption of the Secured Notes.
Income Tax Expense
Income tax expense is summarized in the following table:
Quarter Ended
May 1, 2021May 2, 2020
Income tax (benefit) expense($56)($326)
Effective tax rate25.4 %38.4 %
The effective tax rate decreased in the first quarter of 2021, compared with the same period in 2020, primarily due to additional tax benefits recorded in 2020 associated with losses eligible for carryback under the CARES Act. The decrease was partially offset by non-deductible stock compensation.
Earnings Per Share
EPS is as follows:
Quarter Ended
May 1, 2021May 2, 2020
Basic($1.05)($3.33)
Diluted($1.05)($3.33)
Earnings per diluted share increased $2.28 for the first quarter of 2021, compared with the same period in 2020, during which stores were temporarily closed for approximately half of the quarter, partially offset by an interest expense charge of $88, or $0.41 per diluted share related to the redemption of the Secured Notes in the first quarter of 2021. In the first quarter of 2020, COVID-19 related charges reduced earnings per diluted share by $1.10.
Fiscal Year 2021 Outlook
The Company has reaffirmed the following financial expectations for fiscal 2021:
Revenue, including retail sales and credit card revenues, is expected to grow more than 25%,
EBIT margin is expected to be approximately 3% of sales,
Income tax rate is expected to be approximately 27%,
Leverage ratio is expected to be approximately 3x by year-end,
For the first half of the year, EBIT is expected to be approximately breakeven, reflecting approximately 45% of total year sales.
19 of 28

Table of Contents
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
(Continued) (Amounts in millions except per share amounts)

Adjusted ROIC (Non-GAAP financial measure)
We believe that Adjusted ROIC is a useful financial measure for investors in evaluating the efficiency and effectiveness of the capital we have invested in our business to generate returns over time. In addition, we have incorporated it in our executive incentive measures and we believe it is an important indicator of shareholders’ return over the long term.
Adjusted ROIC is not a measure of financial performance under GAAP and should be considered in addition to, and not as a substitute for, return on assets, net earnings, total assets or other GAAP financial measures. Our method of calculating non-GAAP financial measures may differ from other companies’ methods and therefore may not be comparable to those used by other companies. The financial measure calculated under GAAP which is most directly comparable to Adjusted ROIC is return on assets.
The following is a reconciliation of return on assets to Adjusted ROIC:
Four Quarters Ended
May 1, 2021May 2, 2020
Net loss($334)($62)
Less: income tax benefit(269)(156)
Add: interest expense285 121 
Loss before interest and income tax expense(318)(97)
Add: operating lease interest1
93 102 
Adjusted net operating (loss) profit(225)
Add (Less): estimated income tax benefit (expense)100 (4)
Adjusted net operating (loss) profit after tax($125)$1 
Average total assets$9,637 $9,811 
Less: average deferred property incentives in excess of ROU assets2
(265)(303)
Less: average non-interest-bearing current liabilities(3,095)(3,324)
Average invested capital$6,277 $6,184 
Return on assets3
(3.5 %)(0.6 %)
Adjusted ROIC3
(2.0 %)— %
1 We add back the operating lease interest to reflect how we manage our business. Operating lease interest is a component of operating lease cost recorded in occupancy costs.
2 For leases with property incentives that exceed the ROU assets, we reclassify the amount from assets to other current liabilities and other liabilities and reduce average total assets, as this better reflects how we manage our business.
3 COVID-19 related charges during fiscal 2020 negatively impacted return on assets by approximately 180 basis points and Adjusted ROIC by approximately 130 basis points for the four quarters ended May 2, 2020.
20 of 28

Table of Contents
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
(Continued) (Amounts in millions except per share amounts)

LIQUIDITY AND CAPITAL RESOURCES
We strive to maintain a level of liquidity sufficient to allow us to cover our seasonal cash needs and to maintain appropriate levels of short-term borrowings. Our ongoing working capital requirements are generally funded primarily through cash flows generated from operations. In addition, we have access to the commercial paper market and can draw on our revolving credit facilities for working capital, capital expenditures and general corporate purposes. We ended the first quarter of 2021 with $377 in cash and cash equivalents and $600 of additional liquidity available on our Revolver. In May 2021, subsequent to quarter end, we completely repaid $200 on our Revolver. We believe that our operating cash flows are sufficient to meet our cash requirements for the next 12 months and beyond.
Over the long term, we manage our cash and capital structure to maximize shareholder return, maintain our financial position, manage refinancing risk and allow flexibility for strategic initiatives. We regularly assess our debt and leverage levels, capital expenditure requirements, debt service payments, dividend payouts, potential share repurchases and other future investments.
The following is a summary of our cash flows by activity:
Quarter Ended
May 1, 2021May 2, 2020
Net cash used in operating activities($364)($778)
Net cash used in investing activities(110)(126)
Net cash provided by financing activities167 1,417 
Operating Activities
Net cash used in operating activities improved $414 for the quarter ended May 1, 2021, compared with the same period in 2020, primarily due to an improvement in net earnings and a decrease in performance-related payments.
Investing Activities
Net cash used in investing activities decreased $16 for the quarter ended May 1, 2021, compared with the same period in 2020, primarily due to increased proceeds from the sale of assets.
Capital Expenditures
Our capital expenditures, net are summarized as follows:
Quarter Ended
May 1, 2021May 2, 2020
Capital expenditures$126 $131 
Less: deferred property incentives1
(6)(8)
Capital expenditures, net$120 $123 
Capital expenditures % of net sales4.3 %6.4 %
1 Deferred property incentives are included in our cash provided by operations in our Consolidated Statements of Cash Flows in Item 1. We operationally view the property incentives we receive from our developers and vendors as an offset to our capital expenditures.
Financing Activities
Net cash provided by financing activities decreased $1,250 for the quarter ended May 1, 2021, compared with the same period in 2020, primarily due to decreased proceeds on the Revolver and the retirement of the Secured Notes (see Note 3: Debt and Credit Facilities in Item 1).
21 of 28

Table of Contents
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
(Continued) (Amounts in millions except per share amounts)

Free Cash Flow (Non-GAAP financial measure)
Free Cash Flow is one of our key liquidity measures and, when used in conjunction with GAAP measures, we believe it provides investors with a meaningful analysis of our ability to generate cash from our business.
Free Cash Flow is not a measure of financial performance under GAAP and should be considered in addition to, and not as a substitute for, operating cash flows or other financial measures prepared in accordance with GAAP. Our method of calculating non-GAAP financial measures may differ from other companies’ methods and therefore may not be comparable to those used by other companies. The financial measure calculated under GAAP which is most directly comparable to Free Cash Flow is net cash used in operating activities. The following is a reconciliation of net cash used in operating activities to Free Cash Flow:
Quarter Ended
May 1, 2021May 2, 2020
Net cash used in operating activities($364)($778)
Less: capital expenditures(126)(131)
(Less) Add: change in cash book overdrafts(17)83 
Free Cash Flow($507)($826)
Adjusted EBITDA (Non-GAAP financial measure)
Adjusted EBITDA is one of our key financial metrics to reflect our view of cash flow from net earnings. Adjusted EBITDA excludes significant items which are non-operating in nature in order to evaluate our core operating performance against prior periods. The financial measure calculated under GAAP which is most directly comparable to Adjusted EBITDA is net earnings.
Adjusted EBITDA is not a measure of financial performance under GAAP and should be considered in addition to, and not as a substitute for net earnings, overall change in cash or liquidity of the business as a whole. Our method of calculating a non-GAAP financial measure may differ from other companies’ methods and therefore may not be comparable to those used by other companies. The following is a reconciliation of net loss to Adjusted EBITDA:
Quarter Ended
May 1, 2021May 2, 2020
Net loss($166)($521)
Less: income tax benefit(56)(326)
Add: interest expense, net137 34 
Loss before interest and income taxes(85)(813)
Add: depreciation and amortization expenses162 176 
Less: amortization of developer reimbursements(20)(19)
Add: asset impairments 117 
Adjusted EBITDA$57 ($539)
22 of 28

Table of Contents
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
(Continued) (Amounts in millions except per share amounts)

Credit Capacity and Commitments
During the first quarter of 2021, we borrowed $200 and amended our existing Revolver. As of May 1, 2021, we had $200 outstanding under the facility. The Revolver contains customary representations, warranties, covenants and terms, including paying a variable rate of interest and a commitment fee based on our debt rating. The Revolver is available for working capital, capital expenditures and general corporate purposes. Provided that we obtain written consent from our lenders, we have the option to increase the Revolver by up to $200, to a total of $1,000, and two options to extend the Revolver by one year. For more information about our credit facilities, see Note 3: Debt and Credit Facilities in Item 1.
Impact of Credit Ratings
Changes in our credit ratings may impact our costs to borrow, whether our personal property secures our Revolver and the debt covenants we follow.
For our Revolver, the interest rate applicable to any borrowings we may enter into depends upon the type of borrowing incurred plus an applicable margin, which is determined based on our credit ratings. At the time of this report, our credit ratings and outlook were as follows:
Credit RatingsOutlook
Moody’sBaa3Negative
Standard & Poor’sBB+Stable
FitchBBB-Negative
Should the ratings assigned to our long-term debt improve, the applicable margin associated with any borrowings under the Revolver may decrease, resulting in a lower borrowing cost under this facility. Conversely, should the ratings assigned to our long-term debt worsen, the applicable margin associated with any borrowings under the Revolver may increase, resulting in a higher borrowing cost under this facility.
Debt Covenants
As of May 1, 2021, we met all our covenants while our Leverage Ratio exceeded four. Under our current debt covenants, if our Leverage Ratio is greater than four or our unsecured debt is rated below BBB- with a stable outlook at Standard & Poor’s or Baa3 with a stable outlook at Moody’s, any outstanding borrowings under our Revolver will be secured by substantially all our personal property and we will be prevented from paying dividends and repurchasing shares. For more information about our debt covenants, see Note 3: Debt and Credit Facilities in Item 1.
23 of 28

Table of Contents
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
(Continued) (Amounts in millions except per share amounts)

Adjusted Debt to EBITDAR (Non-GAAP financial measure)
Adjusted Debt to EBITDAR is one of our key financial metrics and we believe that our debt levels are best analyzed using this measure, as it provides a reflection of our creditworthiness that could impact our credit rating and borrowing costs. This metric is calculated in accordance with our debt covenant and is a key component in assessing whether our revolving credit facility is secured or unsecured, as well as our ability to make dividend payments and share repurchases. Our goal is to manage debt levels to maintain an investment-grade credit rating while operating with an efficient capital structure.
Adjusted Debt to EBITDAR is not a measure of financial performance under GAAP and should be considered in addition to, and not as a substitute for, debt to net earnings, net earnings, debt or other GAAP financial measures. Our method of determining non-GAAP financial measures may differ from other companies’ methods and therefore may not be comparable to those used by other companies.
The following is a reconciliation of debt to net loss to Adjusted Debt to EBITDAR:
May 1, 2021
Debt$3,547 
Add: estimated capitalized operating lease liability1
1,335 
Adjusted Debt$4,882 
Four Quarters Ended May 1, 2021
Net loss($334)
Less: income tax benefit(269)
Add: interest expense, net284 
Add: asset impairments20 
Adjusted loss before interest and income taxes($299)
Add: depreciation and amortization expenses658 
Add: rent expense, net2
223 
Add: other Revolver covenant adjustments3
2 
Adjusted EBITDAR$584 
Debt to Net Loss(10.6)
Adjusted Debt to EBITDAR8.4 
1 Based upon the estimated lease liability as of the end of the period, calculated as the trailing four quarters of rent expense multiplied by six, a method of estimating the debt we would record for our leases that are classified as operating if they had met the criteria for a capital lease or we had purchased the property and is calculated under the previous lease standard, consistent with our debt covenant calculation requirements. The estimated lease liability is not calculated in accordance with, nor an alternative for, GAAP and should not be considered in isolation or as a substitution for our results reported under GAAP.
2 Rent expense, net of amortization of developer reimbursements, is added back for consistency with our debt covenant calculation requirements, and is calculated under the previous lease standard.
3 Other adjusting items to reconcile net loss to Adjusted EBITDAR as defined by our Revolver covenant include interest income and certain non-cash charges where relevant.
CRITICAL ACCOUNTING ESTIMATES
The preparation of our financial statements requires that we make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and disclosure of contingent assets and liabilities. We base our estimates on historical experience and other assumptions that we believe to be reasonable under the circumstances. Actual results may differ from these estimates. We believe that the estimates, assumptions and judgments involved in the accounting policies referred to in our 2020 Annual Report have the greatest potential effect on our financial statements, so we consider these to be our critical accounting policies and estimates. Our management has discussed the development and selection of these critical accounting estimates with the Audit & Finance Committee of our Board of Directors. There have been no material changes to our significant accounting policies or critical accounting estimates as described in our 2020 Annual Report.
24 of 28

Table of Contents


Item 3. Quantitative and Qualitative Disclosures About Market Risk.
We discussed our interest rate risk and foreign currency exchange risk in our 2020 Annual Report. There have been no material changes to these risks since that time.
Item 4. Controls and Procedures.
DISCLOSURE CONTROLS AND PROCEDURES
For the purposes of the Exchange Act, our Chief Executive Officer, Erik B. Nordstrom, serves as our principal executive officer and our Chief Financial Officer, Anne L. Bramman, is our principal financial officer.
Under the supervision and with the participation of management, including our principal executive officer and principal financial officer, we have performed an evaluation of the design and effectiveness of our disclosure controls and procedures as of the last day of the period covered by this report.
Based upon that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective. Disclosure controls and procedures are defined by Rules 13a-15(e) and 15d-15(e) under the Exchange Act as controls and other procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified within the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) of the Exchange Act) during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
25 of 28

Table of Contents


PART II — OTHER INFORMATION
Item 1. Legal Proceedings.
We are subject from time to time to various claims and lawsuits arising in the ordinary course of business, including lawsuits alleging violations of state and/or federal wage and hour and other employment laws, privacy and other consumer-based claims. Some of these lawsuits may include certified classes of litigants, or purport or may be determined to be class or collective actions and seek substantial damages or injunctive relief, or both, and some may remain unresolved for several years. We believe the recorded accruals in our Condensed Consolidated Financial Statements are adequate in light of the probable and estimable liabilities. As of the date of this report, we do not believe any currently identified claim, proceeding or litigation, either alone or in the aggregate, will have a material impact on our results of operations, financial position or cash flows. Since these matters are subject to inherent uncertainties, our view of them may change in the future.
Item 1A. Risk Factors.
There have been no material changes to the risk factors we discussed in our 2020 Annual Report.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
(c) SHARE REPURCHASES
(Dollar and share amounts in millions, except per share amounts)
In August 2018, our Board of Directors authorized a program to repurchase up to $1,500 of our outstanding common stock, with no expiration date. As a result of uncertainties from COVID-19 impacts, we repurchased no shares of common stock during the first quarter of 2021 and we had $707 remaining in share repurchase capacity as of May 1, 2021. The actual timing, price, manner and amounts of future share repurchases, if any, will be subject to the discretion of the Board of Directors, contractual commitments, market and economic conditions, and applicable SEC rules.
Item 6. Exhibits.
(a) The information required under this item is incorporated herein by reference or filed or furnished as part of this report at:
 Page
All other exhibits are omitted because they are not applicable, not required or because the information required has been given as part of this report.
26 of 28

Table of Contents


NORDSTROM, INC.
Exhibit Index
ExhibitMethod of Filing
Filed herewith electronically
Filed herewith electronically
Filed herewith electronically
Filed herewith electronically
Filed herewith electronically
Filed herewith electronically
Furnished herewith electronically
101.INSInline XBRL Instance DocumentFiled herewith electronically
101.SCHInline XBRL Taxonomy Extension Schema DocumentFiled herewith electronically
101.CALInline XBRL Taxonomy Extension Calculation Linkbase DocumentFiled herewith electronically
101.LABInline XBRL Taxonomy Extension Labels Linkbase DocumentFiled herewith electronically
101.PREInline XBRL Taxonomy Extension Presentation Linkbase DocumentFiled herewith electronically
101.DEFInline XBRL Taxonomy Extension Definition Linkbase DocumentFiled herewith electronically
104Cover Page Interactive Data File (Inline XBRL)Filed herewith electronically
27 of 28

Table of Contents


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
                        
NORDSTROM, INC.
(Registrant)
/s/ Anne L. Bramman
Anne L. Bramman
Chief Financial Officer
(Principal Financial Officer)
Date:June 4, 2021
28 of 28
Document
Exhibit 10.1
Execution Version
SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT

    This SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT (this “Amendment”) is entered into and effective as of April 30, 2021 (the “Second Amendment Effective Date”) among Nordstrom, Inc., a Washington corporation (the “Borrower”), the Guarantors party hereto, the Lenders party hereto and Bank of America, N.A., as administrative agent (the “Agent”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Credit Agreement (as defined below).


RECITALS

WHEREAS, the Borrower, the Lenders party thereto and the Agent are party to that certain Revolving Credit Agreement dated as of September 26, 2018 (as amended and modified from time to time, including as amended by this Amendment, the “Credit Agreement”);

WHEREAS, the Borrower has requested an amendment to the Credit Agreement as described below; and

WHEREAS, the Required Lenders are willing to agree to such amendment, subject to the terms set forth herein as more fully set forth below.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

AGREEMENT


1.    Amendments to Credit Agreement.
    
    (a)    The definition of “Interest Expense” in Section 1.1 of the Credit Agreement is hereby amended to read as follows:

Interest Expense” means the consolidated interest expense (including the amortization of debt discount and premium, the interest component under Capitalized Leases and the implied interest component under synthetic leases, tax retention operating leases, offbalance sheet loans or similar offbalance sheet financing products, but excluding the make-whole payment with respect to the 2020 Senior Notes and the unamortized bond premium with respect to the 2020 Senior Notes) of the Borrower and its Subsidiaries, as determined in accordance with GAAP.
    (b)    The following definitions are hereby added to Section 1.1 of the Credit Agreement in the appropriate alphabetical order to read as follows:

Credit Parties” has the meaning specified in Section 8.13.
Rescindable Amount” has the meaning specified in Section 2.9(b).
    (c)    Section 2.9(b) of the Credit Agreement is hereby amended to read as follows:




(b)    Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Agent for the account of the Lenders or any L/C Issuer hereunder that the Borrower will not make such payment, the Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the applicable L/C Issuers, as the case may be, the amount due.

With respect to any payment that the Agent makes for the account of the Lenders or any L/C Issuer hereunder as to which the Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”): (1) the Borrower has not in fact made such payment; (2) the Agent has made a payment in excess of the amount so paid by the Borrower (whether or not then owed); or (3) the Agent has for any reason otherwise erroneously made such payment; then each of the Lenders or the applicable L/C Issuers, as the case may be, severally agrees to repay to the Agent forthwith on demand the Rescindable Amount so distributed to such Lender or such L/C Issuer, in Same Day Funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Agent, at the Overnight Rate.

A notice of the Agent to any Lender or the Borrower with respect to any amount owing under this clause (b) shall be conclusive, absent manifest error.

    (d)    Section 6.2 of the Credit Agreement is hereby amended to read as follows:

6.2    Restricted Payments.

The Borrower shall not, and shall not permit any Subsidiary to, declare, pay or make, or agree to declare, pay or make, any Restricted Payment, except (a) Restricted Payments by any Subsidiary to the Borrower and any other Person that owns capital stock or other equity interests in such Subsidiary, ratably according to their respective holdings of the type of capital stock or other equity interests in respect of which such Restricted Payment is being made, (b) Restricted Payments (other than purchases or other acquisition for value of any Capital Stock of the Borrower or any Subsidiary) so long as no Default or Event of Default then exists or would result therefrom (assuming for this purpose that compliance with Section 6.3 is being measured as of the end of the immediately preceding Fiscal Quarter giving pro forma effect to the Restricted Payment) and/or (c) purchases or other acquisitions for value of any Capital Stock of the Borrower or any Subsidiary. Notwithstanding anything to the contrary contained herein, during any Collateral Period, the Borrower shall not, and shall not permit any Subsidiary to, declare, pay or make, or agree to declare, pay or make, any dividends or repurchases of capital stock or other equity interests; provided, that this provision shall not prohibit (i) any Subsidiary from making Restricted Payments to Persons that own Capital Stock in such Subsidiary, ratably according to their respective holdings of the type of Capital Stock in respect of which such Restricted Payment is being made or (ii) the Borrower and its Subsidiaries from making Restricted Payments so long as (A) no Default or Event of Default then exists or would result therefrom, (B) after

2



giving effect to such Restricted Payment on a pro forma basis, the Leverage Ratio, computed as of the most recent Fiscal Quarter end of the Borrower for which financial statements were required to be delivered pursuant to Section 5.1(a) or 5.1(b), shall be less than 3.75 to 1.0, (C) after giving effect to such Restricted Payment on a pro forma basis, the Borrower and its Subsidiaries shall have Liquidity, as of the date of such Restricted Payment, of at least $600,000,000 and (D) the aggregate amount of all Restricted Payments made in any Fiscal Quarter shall not exceed the aggregate amount of Restricted Payments made in the corresponding Fiscal Quarter of 2019.

    (e)    Article VIII of the Credit Agreement is hereby amended to add a new Section 8.13 to read as follows:

8.13    Recovery of Erroneous Payments.
Without limitation of any other provision in this Agreement, if at any time the Agent makes a payment hereunder in error to any Lender or any L/C Issuer (the “Credit Party”), whether or not in respect of an Obligation due and owing by the Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each Credit Party receiving a Rescindable Amount severally agrees to repay to the Agent forthwith on demand the Rescindable Amount received by such Credit Party in Same Day Funds in the currency so received, with interest thereon, for each day from and including the date such Rescindable Amount is received by it to but excluding the date of payment to the Agent, at the Overnight Rate. Each Credit Party irrevocably waives any and all defenses, including any “discharge for value” (under which a creditor might otherwise claim a right to retain funds mistakenly paid by a third party in respect of a debt owed by another) or similar defense to its obligation to return any Rescindable Amount.  The Agent shall inform each Credit Party promptly upon determining that any payment made to such Credit Party comprised, in whole or in part, a Rescindable Amount.
(e)    Section 9.18 of the Credit Agreement is hereby amended to read as follows:

    9.18    Electronic Execution; Electronic Records.

This Agreement and any document, amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to this Agreement (each a “Communication”), including Communications required to be in writing, may be in the form of an Electronic Record and may be executed using Electronic Signatures. Each of the Loan Parties and each of the Agent and each Lender agrees that any Electronic Signature on or associated with any Communication shall be valid and binding on such Person to the same extent as a manual, original signature, and that any Communication entered into by Electronic Signature, will constitute the legal, valid and binding obligation of such Person enforceable against such Person in accordance with the terms thereof to the same extent as if a manually executed original signature was delivered.   Any Communication may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Communication.  For the avoidance of doubt, the

3



authorization under this paragraph may include, without limitation, use or acceptance of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. The Agent and each of the Lenders may, at its option, create one or more copies of any Communication in the form of an imaged Electronic Record (“Electronic Copy”), which shall be deemed created in the ordinary course of the such Person’s business, and destroy the original paper document.  All Communications in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have the same legal effect, validity and enforceability as a paper record. Notwithstanding anything contained herein to the contrary, neither the Agent nor any Lender is under any obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by such Person pursuant to procedures approved by it; provided, further, without limiting the foregoing, (a) to the extent the Agent, the L/C Issuer and/or the Swing Line Lender has agreed to accept such Electronic Signature, the Agent and each of the Lenders shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of any Loan Party, the Agent and/or any Lender without further verification and (b) upon the request of the Agent or any Lender, any Electronic Signature shall be promptly followed by such manually executed counterpart.  For purposes hereof, “Electronic Record” and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time.

2.    Effectiveness; Conditions Precedent. This Amendment shall be effective upon satisfaction of the following conditions:

(a)    Receipt by the Agent of copies of this Amendment duly executed by the Borrower, the Guarantors, the Agent and the Required Lenders.

(b)    Payment by the Borrower of a non-refundable amendment fee, for the account of each Lender that executes and delivers this Amendment, in the amount of 0.02% of such Lender’s Revolving Commitment.
(c)    The Borrower shall have paid all reasonable fees, charges and disbursements of counsel to the Agent (directly to such counsel if requested by the Agent) to the extent invoiced prior to or on the date hereof.

3.    Ratification of Credit Agreement. On and after the Second Amendment Effective Date, the term “Credit Agreement” as used in each of the Loan Documents shall hereafter mean the Credit Agreement as amended and modified by this Amendment. Except as herein specifically agreed, the Credit Agreement, as amended by this Amendment, is hereby ratified and confirmed and shall remain in full force and effect according to its terms. Each of the Loan Parties acknowledges and consents to the modifications set forth herein and agree that this Amendment does not impair, reduce or limit any of its obligations under the Loan Documents (including, without limitation, the indemnity obligations set forth therein) and that, after the date hereof, this Amendment shall constitute a Loan Document.
4.    Authority/Enforceability. Each of the Loan Parties represents and warrants as follows:

4




    (a)    It has taken all necessary action to authorize the execution, delivery and performance of this Amendment.

    (b)    This Amendment has been duly executed and delivered by such Person and constitutes such Person’s legal, valid and binding obligations, enforceable in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).

    (c)    No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by such Person of this Amendment.

    (d)    The execution and delivery of this Amendment does not (i) violate, contravene or conflict with any provision of its organization or formation documents or (ii) materially violate, contravene or conflict with any law, regulation, order, writ, judgment, injunction, decree or permit applicable to it or any of its Subsidiaries.

5.    Representations and Warranties of the Loan Parties. The Loan Parties represent and warrant to the Agent and each Lender that (a) the representations and warranties of the Loan Parties set forth (i) in Article VI of the Credit Agreement and (ii) in the other Loan Documents are true and correct in all material respects as of the date hereof (except to the extent a representation and warranty specifically refers to an earlier date and then as of such earlier date); provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof and (b) after giving effect to this Amendment, no event has occurred and is continuing which constitutes a Default or an Event of Default.

6.    Counterparts/Electronic delivery. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of executed counterparts of this Amendment by telecopy or electronic transmission of a “PDF” copy shall be effective as an original and shall constitute a representation that an original shall be delivered promptly upon request.
        
7.    GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. The jurisdiction, service of process, waiver of venue and waiver of jury trial provisions of Sections 1.2(d) and 9.12 of the Credit Agreement are hereby incorporated by reference, mutatis mutandis.



[remainder of page intentionally left blank]

5



IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.




BORROWER:                NORDSTROM, INC.


By:                        
Name:    
Title:    








NORDSTROM, INC.
SECOND AMENDMENT TO REVOLVING CREDIT FACILITY



GUARANTORS:            NIHC, INC.

By:             
Name:    
Title:    



NORDSTROM CARD SERVICES, INC.

By:             
Name:    
Title:    



TRUNK CLUB, LLC
(formerly known as Trunk Club, Inc.)

By:             
Name:    
Title:    


    
NORDSTROM CANADA RETAIL, INC.


By:             
Name:    
Title:    





NORDSTROM, INC.
SECOND AMENDMENT TO REVOLVING CREDIT FACILITY



AGENT:                    BANK OF AMERICA, N.A.,
as Agent


By:                    
Name:
Title:

NORDSTROM, INC.
SECOND AMENDMENT TO REVOLVING CREDIT FACILITY



LENDERS:                    BANK OF AMERICA, N.A.,
as a Lender


By:                    
Name:
Title:

WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender


By:                    
Name:
Title:

U.S. BANK NATIONAL ASSOCIATION,
as a Lender


By:                    
Name:
Title:


Fifth Third Bank, NATIONAL
ASSOCIATION
,
as a Lender


By:                    
Name:
Title:

MUFG Bank, Ltd.,
as a Lender


By:                    
Name:
Title:

The Bank of Nova Scotia,
as a Lender


By:                    
Name:
NORDSTROM, INC.
SECOND AMENDMENT TO REVOLVING CREDIT FACILITY



Title:

The Toronto-Dominion Bank, New York Branch, as a Lender


By:                    
Name:
Title:

Goldman Sachs Bank USA,
as a Lender


By:                    
Name:
Title:

JPMorgan Chase Bank, N.A.,
as a Lender


By:                    
Name:
Title:

Morgan Stanley Bank, N.A.,
as a Lender


By:                    
Name:
Title:

KeyBank National Association,
as a Lender


By:                    
Name:
Title:

The Bank of New York Mellon,
as a Lender


By:                    
Name:
NORDSTROM, INC.
SECOND AMENDMENT TO REVOLVING CREDIT FACILITY



Title:


Bank of Hawaii,
as a Lender


By:                    
Name:
Title:


NORDSTROM, INC.
SECOND AMENDMENT TO REVOLVING CREDIT FACILITY

Document






NORDSTROM 401(k) PLAN
2021 RESTATEMENT

Includes All Amendments Approved by the Company
since the 2019 Restatement, including:
Amendment 2020-1

Jackson Lewis PC
______________________
Seattle, WA 98101



    NORDSTROM 401(k) PLAN
2021 Restatement
Table of Contents
Page
Section 1. NAME AND PURPOSE OF PLAN
1.1    Name and Purpose of Plan.
1.2    Effective Date.
Section 2. DEFINITIONS
2.1    Administrator
2.2    Anniversary Date
2.3    Break in Vesting Service
2.4    Code
2.5    Company
2.6    Compensation
2.7    Disability
2.8    Eligible Employee
2.9    Employee
2.10    Employer and Employers
2.11    Employment Commencement Date
2.12    ERISA
2.13    Highly Compensated Employee and Non-Highly Compensated Employee
2.14    Hour of Service
2.15    Leased Employee
2.16    Named Fiduciary
2.17    Participant
2.18    Payroll Year
2.19    Permanent Break in Eligibility Service
2.20    Plan
2.21    Plan Year
2.22    Retirement
2.23    Retirement Committee
2.24    Severance from Employment Date
2.25    Taxable Year
2.26    Trustee
2.27    Trust Fund
2.28    Valuation Date
2.29    Year of Service
2.30    Non-Adopting Employer
Section 3. ADMINISTRATION OF PLAN
    



3.1    Plan Administrator
3.2    Enumerated Administrative Powers
3.3    Administrative Records
3.4    Employer Records
3.5    Duties of Participant
3.6    Administrator Expenses
3.7    Individuals Indemnified
3.8    Administrator Continues Until Trust Exhausted
3.9    Plan Expenses.
Section 4. ELIGIBILITY OF EMPLOYEES TO PARTICIPATE
4.1    Initial Participation
4.2    Break in Eligibility Service — Reemployment After Break
4.3    Information from Employer
Section 5. CONTRIBUTIONS
5.1    Employer Profit Sharing Contribution
5.2    Elective Deferral Contributions
5.3    Designated Roth Contributions
5.4    Employer Matching Contributions
5.5    Time of Payment of Contributions
5.6    Plan Qualification
5.7    Return of Mistaken and Nondeductible Contributions
5.8    Military Leave Obligations
5.9    Rollover Contributions
5.10    Qualified Non-Elective Contributions
Section 6. ALLOCATION OF CONTRIBUTIONS AND VALUATION OF TRUST FUND
6.1    Allocation of Contributions and Forfeitures.
6.2    Valuation and Allocation of Trust Fund
6.3    Investment of Contributions
6.4    Allocation Does Not Vest Rights
6.5    Forfeiture Suspense Account
6.6    Limitation on Annual Additions
6.7    Allocation of Excess Additions
6.8    Contribution Limits for Highly Compensated Employees.
6.9    Correcting Excess Contributions.
Section 7. [INTENTIONALLY OMITTED]
Section 8. VESTING OF BENEFITS
8.1    Vesting
8.2    Forfeiture of Benefits for Certain Causes
8.3    Forfeiture of Nonvested Portion of Account
8.4    Reinstatement of Nonvested Portion of Account
    



8.5    Service After Severance from Employment
8.6    Forfeiture Reallocation
8.7    Maternity/Paternity/Family Absences
Section 9. ELIGIBILITY TO RECEIVE BENEFITS
9.1    Normal Retirement Benefits
9.2    Disability Benefits
9.3    Death Benefits
9.4    Benefits on Severance from Employment
9.5    Accelerated Benefit Option
9.6    In-Service Withdrawals
9.7    Hardship Withdrawals
9.8    Restriction on Distributions of Elective Deferrals
9.9    Military Service Distributions
Section 10. METHOD OF PAYMENT OF BENEFITS
10.1    Distribution of Benefits
10.2    Valuation of Account
10.3    Time of Distribution
10.4    Form of Payment
10.5    Qualified Domestic Relations Orders
10.6    Partial Withdrawals
10.7    Rollovers
10.8    Administration of Unclaimed Benefits
Section 11. MINIMUM DISTRIBUTION REQUIREMENTS
11.1    General Rules
11.2    Time and Manner of Distribution
11.3    Required Minimum Distributions During Participant’s Lifetime
11.4    Required Minimum Distributions After Participant’s Death
11.5    Definitions
11.6    Source of Funds for Required Minimum Distributions
Section 12. TOP HEAVY PLANS
12.1    Effective Date
12.2    Effect of Top Heavy Plan Status
12.3    Determination of Top Heavy Status
12.4    Minimum Employer Contributions to Top Heavy Plans
Section 13. PARTIES RESPONSIBLE FOR IMPLEMENTING THE PLAN
13.1    Plan Sponsor
13.2    Plan Fiduciaries
13.3    Plan Committees
13.4    Limitation of Individual Liability
Section 14. SPENDTHRIFT PROVISIONS
14.1    Prohibition Against Assignment
    



14.2    Effect of Assignment