ITEM 7.01 Regulation FD Disclosure
Delay in 11-K Filing
Due to the coronavirus ("COVID-19") outbreak, Nordstrom, Inc. (the "Company,"
"we," "us," or "our") is filing this Current Report on Form 8-K to avail us of
an extension to file our Nordstrom 401(k) Plan's Annual Report on Form 11-K for
the fiscal year ended December 31, 2019 (the "11-K"). We are relying on the
Securities and Exchange Commission's ("SEC") Order under Section 36 of the
Securities Exchange Act of 1934 Modifying Exemptions From the Reporting and
Proxy Delivery Requirements for Public Companies dated March 25, 2020 (Release
No. 34-88465). We anticipate that we will file our 11-K no later than July 31,
2020.
Our operations and business have experienced significant disruptions due to the
unprecedented conditions surrounding the COVID-19 pandemic. Since mid-March,
management have been focused on responding to the pandemic and implementing
programs and changes at the Company, including those regarding furloughs,
reduction in overhead costs, inventory management, liquidity management and
financial flexibility, reductions in capital investment, temporary store and
corporate office closures and re-opening plans, and the design and
implementation of safety measures in both internal operations and store
reopenings. As a result of these disruptions, key personnel devoted considerable
time and resources to preparing and filing on time our Quarterly Report on Form
10-Q for the quarterly period ended May 2, 2020 (the "10-Q"). Accordingly, our
team has not been able to devote the requisite time and attention to the 11-K
while focusing on the 10-Q.
Forward-looking Statements
There have been no material changes to the forward-looking statements we
discussed in our   10-Q   filed with the SEC on June 10, 2020, which are
incorporated herein by reference.
Risk Factors
We are also filing this Current Report on Form 8-K for the purpose of
supplementing the risk factors disclosed in our   Form 8-K   filed with the SEC
on April 8, 2020. Accordingly, our risk factor disclosure is hereby updated as
follows:
The novel coronavirus (COVID-19) global pandemic has had and is expected to
continue to have an adverse effect on our business and results of operations.
In late 2019, COVID-19 emerged and spread worldwide. In March 2020, the World
Health Organization declared COVID-19 a global pandemic, and governmental
authorities around the world have implemented measures to reduce the spread
of COVID-19. These measures have adversely affected workforces, customers,
consumer sentiment, economies and financial markets, and, along with decreased
consumer spending, have led to an economic downturn in the majority of our
markets. As a result of COVID-19, we temporarily closed all of our physical
stores beginning March 17, 2020 to do our part to limit the spread of the virus.
We have since begun reopening our stores by applying a phased market-by-market
approach, where allowed by state and local governments, when we are prepared
with the right safety measures and protocols, and when we believe we can provide
for the safety and wellbeing of our employees and customers. As of the date of
this filing, approximately 90% of our stores are open to the public and we are
generally on track to have our full fleet open by the end of June, although many
are functioning at reduced operations in accordance with local restrictions. Due
to the uncertainty of COVID-19, we are continuing to assess the situation,
including government-imposed restrictions, market by market.
We are unable to accurately predict the full impact that COVID-19 will have on
our operations going forward due to uncertainties which will be dictated by the
length of time that such disruptions continue, which will, in turn, depend on
the currently unknowable duration of the COVID-19 pandemic and the impact of
governmental regulations that might be imposed in response to the pandemic.
Numerous state and local jurisdictions have imposed, and others in the future
may impose, shelter-in-place orders, quarantines, executive orders and similar
government orders and restrictions for their residents to control the spread of
COVID-19. Such orders and restrictions have negatively impacted our operations.
In addition, we have been, and expect to continue to be, negatively impacted by
the deterioration in the economic conditions in North America and the follow-on
impact of that deterioration on discretionary consumer spending.
To the extent the COVID-19 pandemic adversely affects our business and financial
results, it may also have the effect of heightening many of the other risks
described in the "Risk Factors" sections of our Annual Report on Form 10-K and
our Quarterly Reports on Form 10-Q, such as those risks relating to our high
level of indebtedness, our need to generate sufficient cash flows to service our
indebtedness and other liabilities, our ability to comply with the covenants
contained in the agreements that govern our indebtedness, our ability to
attract, retain, train and develop future leaders of the Company and our ability
to maintain our relationships with our customers, vendors, landlords and
employees.
ITEM 9.01 Financial Statements and Exhibits
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

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