UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2000 [ ] 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 0-12994 Nordstrom Credit, Inc. ______________________________________________________ (Exact name of Registrant as specified in its charter) Colorado 91-1181301 _______________________________ __________________ (State or other jurisdiction of (IRS Employer incorporation or organization Identification No.) 13531 East Caley, Englewood, Colorado 80111 ____________________________________________________ (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: 303-397-4700 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 X 	NO_____ On June 9, 2000 Registrant had 10,000 shares of Common stock ($.50 par value) outstanding; all such shares are owned by Registrant's parent, Nordstrom, Inc. The Registrant meets the conditions set forth in General Instruction H(1)(a) and (b) of Form 10-Q and is therefore filing this form with the reduced disclosure format. page 1 of 8 NORDSTROM CREDIT, INC. ---------------------- INDEX ----- Page Number ------ PART I. FINANCIAL INFORMATION Item 1. Financial Statements (unaudited) Statements of Earnings Three months ended April 30, 2000 and 1999 3 Balance Sheets April 30, 2000 and 1999 and January 31, 2000 4 Statements of Cash Flows Three months ended April 30, 2000 and 1999 5 Notes to Financial Statements 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 7 PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K 7 page 2 of 8 NORDSTROM CREDIT, INC. STATEMENTS OF EARNINGS (Dollars in thousands) (unaudited) Three Months Ended April 30, ------------------ 2000 1999 -------- -------- Service charge income $24,791 $24,864 Rental income from affiliates 334 334 -------- -------- Total revenue 25,125 25,198 Expenses: Interest, net 6,309 6,624 Servicing and marketing fees paid to Nordstrom fsb 9,199 6,183 Other general and administrative 3,722 278 -------- -------- Total expenses 19,230 13,085 -------- -------- Earnings before income taxes 5,895 12,113 Income taxes 2,200 4,400 -------- -------- Net earnings $ 3,695 $ 7,713 ======== ======== Ratio of earnings available for fixed charges to fixed charges 1.93 2.83 ======== ======== <FN> These statements should be read in conjunction with the Notes to Financial Statements contained herein. page 3 of 8 NORDSTROM CREDIT, INC. BALANCE SHEETS (Dollars in thousands) April 30, January 31, April 30, 2000 2000 1999 (unaudited) (unaudited) ----------- ----------- ----------- ASSETS - ------ Cash and cash equivalents $ 257 $ 224 $ 69 Customer accounts receivable, net of allowance for doubtful accounts of $15,418, $15,838 and $21,753 548,072 558,691 516,298 Other receivables 53 2,092 118 Land, buildings and equipment, net (at cost) 4,257 4,296 4,465 Deferred taxes and other assets 7,403 7,082 9,281 -------- ----------- -------- $560,042 $572,385 $530,231 ======== =========== ======== LIABILITIES AND INVESTMENT OF NORDSTROM, INC. - --------------------------------------------- Note payable to Nordstrom, Inc. $182,055 $169,080 $ 81,940 Accrued interest, taxes and other 18,352 5,365 6,914 Long-term debt 203,350 245,350 303,350 -------- ----------- -------- Total liabilities 403,757 419,795 392,204 Investment of Nordstrom, Inc. 156,285 152,590 138,027 -------- ----------- -------- $560,042 $572,385 $530,231 ======== =========== ======== <FN> These statements should be read in conjunction with the Notes to Financial Statements contained herein. page 4 of 8 NORDSTROM CREDIT, INC. STATEMENTS OF CASH FLOWS (Dollars in thousands) (unaudited) Three Months Ended April 30, ---------------------- 2000 1999 -------- -------- OPERATING ACTIVITIES: Net earnings $ 3,695 $ 7,713 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 150 164 Change in: Other receivables 2,039 2,591 Deferred taxes and other assets (386) 1,325 Accrued interest, taxes and other 12,987 (3,116) -------- -------- Net cash provided by operating activities 18,485 8,677 -------- -------- INVESTING ACTIVITIES: Decrease in customer accounts receivable, net 10,619 50,145 Additions to property and equipment, net (46) - -------- -------- Net cash provided by investing activities 10,573 50,145 -------- -------- FINANCING ACTIVITIES: Borrowings under note payable to Nordstrom, Inc., net 12,975 19,940 Payments of commercial paper, net - (78,784) Principal payments on long-term debt (42,000) - -------- -------- Net cash used in financing activities (29,025) (58,844) -------- -------- Net increase (decrease) in cash and cash equivalents 33 (22) Cash and cash equivalents at beginning of period 224 91 -------- -------- Cash and cash equivalents at end of period $ 257 $ 69 ======== ======== <FN> These statements should be read in conjunction with the Notes to Financial Statements contained herein. page 5 of 8 NORDSTROM CREDIT, INC. NOTES TO FINANCIAL STATEMENTS (dollars in thousands) (unaudited) Note 1 - Basis of Presentation The balance sheets of Nordstrom Credit, Inc. (the "Company"), a wholly owned subsidiary of Nordstrom, Inc. ("Nordstrom"), as of April 30, 2000 and 1999, and the related statements of earnings and cash flows for the periods then ended, have been prepared from the accounts without audit. The financial information is applicable to interim periods and is not necessarily indicative of the results to be expected for the year ending January 31, 2001. The financial statements should be read in conjunction with the Notes to Financial Statements contained in the Nordstrom Credit, Inc. Annual Report on Form 10-K for the year ended January 31, 2000. In the opinion of management, the financial information includes all adjustments (consisting only of normal, recurring adjustments) necessary to present fairly the financial position of the Company as of April 30, 2000 and 1999, and the results of its operations and cash flows for the periods then ended, in accordance with generally accepted accounting principles applied on a consistent basis. Note 2 - Recent Accounting Pronouncements Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative Instruments and Hedging Activities", as amended by SFAS No. 137, requires an entity to recognize all derivatives as either assets or liabilities in the balance sheet and measure those instruments at fair value. Adoption of this standard, on February 1, 2001, is not expected to have a material impact on the Company's financial statements. page 6 of 8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Service charge income decreased for the quarter ended April 30, 2000, compared to the same period in 1999, primarily due to a reduction in the accounts receivable balances on which the Company earns service fees. The decrease was partially offset by an increase in income generated from the Company's investment in the VISA master trust as compared to the same period in 1999. Interest expense decreased for the quarter, compared to the same period in 1999, due primarily to lower levels of debt outstanding. Servicing and marketing fees paid to Nordstrom fsb (formerly known as Nordstrom National Credit Bank, "the Bank") increased primarily due to increased marketing costs associated with a new company-wide program, the "Reinvent" program, designed to stimulate credit card usage and generate new accounts. Other general and administrative expenses increased for the quarter, compared to the same period in 1999, as a result of charges associated with the credit card rewards program wherein customers earn points from purchases at Nordstrom which are redeemable for merchandise at Nordstrom stores upon the accumulation of a specified number of points. The Company does not own any significant information technology systems or related software. All significant systems utilized by the Company are owned by Nordstrom and the Bank, which services the customer accounts receivable of the Company. Nordstrom and the Bank transitioned into the Year 2000 without any material negative effects on their business, operations or financial condition. PART II - OTHER INFORMATION --------------------------- Item 6. Exhibits and Reports on Form 8-K (a) Exhibits -------- (27.1) Financial Data Schedule is filed herein as an Exhibit. (b) Reports on Form 8-K ------------------- No reports on Form 8-K were filed during the quarter for which this report is filed. Page 7 of 8 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 CREDIT, INC. (Registrant) /s/ Michael G. Koppel ------------------------------------------ Michael G. Koppel Vice President and Corporate Controller (Principal Accounting Officer) Date: June 12, 2000 - ------------------------ page 8 of 8 EXHIBIT INDEX EXHIBIT METHOD OF FILING - -------------------------------------- --------------------------- 27.1 Financial Data Schedule Filed herewith electronically