NORDSTROM, INC. $350,000,000 4.000% Senior Notes due 2027 $300,000,000 5.000% Senior Notes due 2044 UNDERWRITING AGREEMENT March 6, 2017 Merrill Lynch, Pierce, Fenner & Smith Incorporated Morgan Stanley & Co. LLCUnderwriting Agreement • March 10th, 2017 • Nordstrom Inc • Retail-family clothing stores • New York
The Company has previously issued approximately $666 million aggregate principal amount of 5.000% Senior Notes due 2044 (the “Existing 2044 Notes”), pursuant to an indenture, dated as of December 3, 2007 (the “Base Indenture”), between the Company and Wells Fargo Bank, N.A., as trustee (the “Trustee”), and the Officer’s Certificate, dated as of December 12, 2013, in respect of the Existing 2044 Notes (the “Officer’s Certificate” and, together with the Base Indenture, the “2044 Notes Indenture”). The 2044 Notes will be issued pursuant to the 2044 Notes Indenture and constitute “Additional Notes” (as such term is defined in the 2044 Notes Indenture) under the 2044 Notes Indenture. Except as otherwise disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus (each, as defined below), the 2044 Notes and the Existing 2044 Notes will have identical terms and be treated as a single series for all purposes under the 2044 Notes Indenture.
