jwn-20230429

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 April 29, 2023


☐			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)


Washington						91-0515058
(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 class	Trading Symbol	Name of each exchange on which registered
Common stock, without par value	JWN	New York Stock Exchange
Common stock purchase rights		New 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 Filer	☐	Accelerated filer
☐	Non-accelerated filer	☐	Smaller 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 31, 2023: 161,493,792 shares


		Page
FORWARD-LOOKING STATEMENTS		3
DEFINITIONS OF COMMONLY USED TERMS		6
PART I — FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited).	7
	Condensed Consolidated Statements of Earnings	7
	Condensed Consolidated Statements of Comprehensive Earnings	7
	Condensed Consolidated Balance Sheets	8
	Condensed Consolidated Statements of Shareholders’ Equity	9
	Condensed Consolidated Statements of Cash Flows	10
	Notes to Condensed Consolidated Financial Statements
	Note 1: Basis of Presentation	11
	Note 2: Canada Wind-down	12
	Note 3: Revenue	14
	Note 4: Debt and Credit Facilities	14
	Note 5: Fair Value Measurements	15
	Note 6: Stock-based Compensation	16
	Note 7: Shareholders’ Equity	16
	Note 8: Earnings Per Share	17
	Note 9: Segment Reporting	17
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	28
Item 4.	Controls and Procedures.	29
PART II — OTHER INFORMATION
Item 1.	Legal Proceedings.	30
Item 1A.	Risk Factors.	30
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	30
Item 6.	Exhibits.	30
Exhibit Index		31
Signatures		32


Term						Definition


2019 Plan						2019 Equity Incentive Plan
2022 Annual Report						Annual Report on Form 10-K filed on March 10, 2023
Adjusted EPS						Adjusted earnings (loss) per diluted share (a non-GAAP financial measure)
Adjusted ROIC						Adjusted return on invested capital (a non-GAAP financial measure)

ASC						Accounting Standards Codification
ASU						Accounting Standards Update

CCAA						Companies’ Creditors Arrangement Act
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. Digital sales may be delivered to the customer or picked up in our Nordstrom stores, Nordstrom Rack stores or Nordstrom Local service hubs. Digital sales also includes a reserve for estimated returns.
EBIT						Earnings (loss) before interest and income taxes
EBIT Margin						Earnings (loss) before interest and income taxes as a percent of net sales
EBITDA						Earnings (loss) before interest, income taxes, depreciation and amortization
EBITDAR						Earnings (loss) before interest, income taxes, depreciation, amortization and rent, as defined by our Revolver covenant
EPS						Earnings (loss) per share
ESPP						Employee Stock Purchase Plan
Exchange Act						Securities Exchange Act of 1934, as amended
FASB						Financial Accounting Standards Board
First quarter of 2023						13 fiscal weeks ending April 29, 2023
First quarter of 2022						13 fiscal weeks ending April 30, 2022
Fiscal year 2023						53 fiscal weeks ending February 3, 2024
Fiscal year 2022						52 fiscal weeks ending January 28, 2023
GAAP						U.S. generally accepted accounting principles
GMV						Gross merchandise value
Gross profit						Net sales less cost of sales and related buying and occupancy costs
Leverage Ratio						The sum of our funded debt and operating lease liabilities divided by the preceding twelve months of Adjusted EBITDAR as defined by our Revolver covenant
MD&A						Management’s Discussion and Analysis of Financial Condition and Results of Operations
NAV						Net asset value
NMN						Nordstrom Media Network, where we use our first party data and marketing infrastructure to drive cooperative marketing with vendors across both offsite and onsite marketing platforms
Nordstrom						Nordstrom.com, Nordstrom U.S. stores, Nordstrom Local and ASOS \| Nordstrom. Nordstrom also included Canada operations prior to March 2, 2023, inclusive of Nordstrom.ca, Nordstrom Canadian stores and Nordstrom Rack Canadian stores, and TrunkClub.com prior to October 2022.
Nordstrom Canada						Nordstrom Canada Retail, Inc., Nordstrom Canada Holdings, LLC and Nordstrom Canada Holdings II, LLC
Nordstrom Local						Nordstrom Local service hubs, which offer order pickups, returns, alterations and other services

Nordstrom Rack						NordstromRack.com, Nordstrom Rack U.S. stores and Last Chance clearance stores
The Nordy Club						Our customer loyalty program
NYSE						New York Stock Exchange
Operating Lease Cost						Fixed rent expense, including fixed common area maintenance expense, net of developer reimbursement amortization
PCAOB						Public Company Accounting Oversight Board (United States)
Property incentives						Developer and vendor reimbursements
PSU						Performance share unit


Revolver						Senior revolving credit facility
Rights Plan						Our limited-duration Shareholder Rights Agreement adopted by the Board of Directors in September 2022
ROU asset						Operating lease right-of-use asset
RSU						Restricted stock unit
SEC						Securities and Exchange Commission
SERP						Unfunded defined benefit Supplemental Executive Retirement Plan
SG&A						Selling, general and administrative
Supply Chain Network						Fulfillment 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

TD						Toronto-Dominion Bank, N.A.


	Quarter Ended
		April 29, 2023	April 30, 2022
Net sales		$3,064	$3,467
Credit card revenues, net		117	102
Total revenues		3,181	3,569
Cost of sales and related buying and occupancy costs		(2,028)	(2,331)
Selling, general and administrative expenses		(1,103)	(1,165)
Canada wind-down costs		(309)	—
(Loss) earnings before interest and income taxes		(259)	73
Interest expense, net		(28)	(35)
(Loss) earnings before income taxes		(287)	38
Income tax benefit (expense)		82	(18)
Net (loss) earnings		($205)	$20

(Loss) earnings per share:
Basic		($1.27)	$0.13
Diluted		($1.27)	$0.13

Weighted-average shares outstanding:
Basic		160.8	160.1
Diluted		160.8	162.9


	April 29, 2023	January 28, 2023	April 30, 2022
Assets
Current assets:
Cash and cash equivalents	$581	$687	$484
Accounts receivable, net	279	265	297
Merchandise inventories	2,237	1,941	2,426
Prepaid expenses and other current assets	414	316	332
Total current assets	3,511	3,209	3,539

Land, property and equipment (net of accumulated depreciation of $8,133, $8,289 and $7,834)	3,197	3,351	3,505
Operating lease right-of-use assets	1,393	1,470	1,497
Goodwill	249	249	249
Other assets	478	466	384
Total assets	$8,828	$8,745	$9,174

Liabilities and Shareholders’ Equity
Current liabilities:

Accounts payable	$1,674	$1,238	$1,898
Accrued salaries, wages and related benefits	246	291	241
Current portion of operating lease liabilities	249	258	250
Other current liabilities	1,236	1,203	1,198
Current portion of long-term debt	249	—	—
Total current liabilities	3,654	2,990	3,587

Long-term debt, net	2,608	2,856	2,854

Non-current operating lease liabilities	1,406	1,526	1,566
Other liabilities	609	634	578

Commitments and contingencies (Note 2)

Shareholders’ equity:
Common stock, no par value: 1,000 shares authorized; 161.4, 160.1 and 160.5 shares issued and outstanding	3,372	3,353	3,301
Accumulated deficit	(2,824)	(2,588)	(2,662)
Accumulated other comprehensive gain (loss)	3	(26)	(50)
Total shareholders’ equity	551	739	589
Total liabilities and shareholders’ equity	$8,828	$8,745	$9,174


			Quarter Ended April 29, 2023
Loss on Canada write-off1			$187
Accumulated translation loss reclassified to earnings1			33
Contingent liabilities2			77
Other exit costs3			12
Total pre-tax costs			$309


	Other current liabilities	Other liabilities
Balance as of January 29, 2022	$478	$—
Balance as of April 30, 2022	442	—



Balance as of January 28, 2023	536	136
Balance as of April 29, 2023	489	123


Overview			19

Results of Operations			20
Liquidity			24
Capital Resources			26
Critical Accounting Estimates			27
Recent Accounting Pronouncements			28


	Quarter Ended
	April 29, 2023		April 30, 2022
	Granted	Weighted-average grant-date fair value per unit	Granted	Weighted-average grant-date fair value per unit
RSUs	2.1	$17	1.4	$23
Stock options	1.2	$8	1.1	$10
PSUs	0.4	$16	0.5	$23

SEC Form 10-Q filed by Nordstrom Inc.