EX-25.1 5 jwn-03182019x251.htm EX-25.1 Exhibit


Exhibit 25.1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
_____________________________

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
_____________________________

___ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b) (2)

WELLS FARGO BANK, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)

A National Banking Association
 
94-1347393
(Jurisdiction of incorporation or
organization if not a U.S. national bank)
 
(I.R.S. Employer
Identification No.)
 
 
101 North Phillips Avenue Sioux Falls, South Dakota
 
57104
(Address of principal executive offices)
 
(Zip Code)

Wells Fargo & Company
Law Department, Trust Section
MAC N9305-175
Sixth Street and Marquette Avenue, 17th Floor
Minneapolis, Minnesota 55479
(612) 667-4608
(Name, address and telephone number of agent for service)
_____________________________

NORDSTROM, INC.
(Exact name of obligor 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)
 
(Zip Code)

_____________________________

Debt Securities
(Title of the indenture securities)





Item 1.    General Information. Furnish the following information as to the trustee:

(a)
Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency
Treasury Department
Washington, D.C.

Federal Deposit Insurance Corporation
Washington, D.C.

Federal Reserve Bank of San Francisco
San Francisco, California 94120

(b)
Whether it is authorized to exercise corporate trust powers.

The trustee is authorized to exercise corporate trust powers.

Item 2.
Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation.

None with respect to the trustee.

No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.

Item 15. Foreign Trustee.    Not applicable.

Item 16. List of Exhibits.
List below all exhibits filed as a part of this Statement of Eligibility.
Exhibit 1.
A copy of the Articles of Association of the trustee now in effect.*
 
 
Exhibit 2.
A copy of the Comptroller of the Currency Certificate of Corporate
Existence for Wells Fargo Bank, National Association, dated January 14, 2015.*
 
 
Exhibit 3.
A copy of the Comptroller of the Currency Certification of Fiduciary Powers for Wells Fargo Bank, National Association, dated January 6, 2014.*
 
 
Exhibit 4.
Copy of By-laws of the trustee as now in effect.*
 
 
Exhibit 5.
Not applicable.
 
 
Exhibit 6.
The consent of the trustee required by Section 321(b) of the Act.
 
 
Exhibit 7.
A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.
 
 
Exhibit 8.
Not applicable.
 
 
Exhibit 9.
Not applicable.

* Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit to the Filing 305B2 dated March 13, 2015 of file number 333-190926.





SIGNATURE


Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Los Angeles and State of California on the 12th day of March, 2019.

WELLS FARGO BANK, NATIONAL ASSOCIATION
 
 
/s/ Casey A Boyle
Casey A Boyle
Assistant Vice President








EXHIBIT 6




March 12, 2019



Securities and Exchange Commission
Washington, D.C. 20549

Gentlemen:

In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.
Very truly yours,
 
WELLS FARGO BANK, NATIONAL ASSOCIATION
 
 
/s/ Casey A Boyle
Casey A Boyle
Assistant Vice President





Exhibit 7

Consolidated Report of Condition of

Wells Fargo Bank National Association
of 101 North Phillips Avenue, Sioux Falls, SD 57104
And Foreign and Domestic Subsidiaries,
at the close of business December 31, 2018, filed in accordance with 12 U.S.C. §161 for National Banks.
 
Dollar Amounts in Millions
 
ASSETS
 
 
Cash and balances due from depository institutions:
 
 
Noninterest-bearing balances and currency and coin
 
$
22,427

Interest-bearing balances
 
149,483

Securities:
 
 
Held-to-maturity securities
 
144,679

Available-for-sale securities
 
255,037

Equity Securities with readily determinable fair value not held for trading
 
79

 
 
 
Federal funds sold and securities purchased under agreements to resell:
 
 
Federal funds sold in domestic offices
 
114

Securities purchased under agreements to resell
 
41,906

Loans and lease financing receivables:
 
 
Loans and leases held for sale
 
7,833

Loans and leases, net of unearned income
923,885

 
LESS: Allowance for loan and lease losses
9,504

 
Loans and leases, net of unearned income and allowance
 
914,381

Trading Assets
 
40,722

Premises and fixed assets (including capitalized leases)
 
7,982

Other real estate owned
 
457

Investments in unconsolidated subsidiaries and associated companies
 
12,863

Direct and indirect investments in real estate ventures
 
229

Intangible assets
 
39,280

Other assets
 
51,879

 
 
 
Total assets
 
$
1,689,351

 
 
 
LIABILITIES
 
 
Deposits:
 
 
In domestic offices
 
$
1,282,404

Noninterest-bearing
399,731

 
Interest-bearing
882,673

 
In foreign offices, Edge and Agreement subsidiaries, and IBFs
 
59,567

Noninterest-bearing
1,084

 
Interest-bearing
58,483

 
Federal funds purchased and securities sold under agreements to repurchase:
 
 
Federal funds purchased in domestic offices
 
6,516

Securities sold under agreements to repurchase
 
5,959

 
 
 
Trading liabilities
 
11,537

Other borrowed money
 
 
(includes mortgage indebtedness and obligations under capitalized leases)
 
115,522

Subordinated notes and debentures
 
11,751

Other liabilities
 
30,852

Total liabilities
 
$
1,524,108

 
 
 
EQUITY CAPITAL
 
 
Perpetual preferred stock and related surplus
 






Common stock
 
519

Surplus (exclude all surplus related to preferred stock)
 
114,541

Retained earnings
 
53,527

Accumulated other comprehensive income
 
(3,686
)
Other equity capital components
 

Total bank equity capital
 
164,901

Noncontrolling (minority) interests in consolidated subsidiaries
 
342

Total equity capital
 
$
165,243

 
 
 
Total liabilities, and equity capital
 
$
1,689,351


I, John R. Shrewsberry, Sr. EVP & CFO of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.

John R. Shrewsberry
Sr. EVP & CFO

We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.


Directors
James Quigley
Theodore F. Craver, Jr.
Karen B. Peetz