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 October 31, 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 December 8, 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 and Nine months ended October 31, 2000 and 1999 3 Balance Sheets October 31, 2000 and 1999 and January 31, 2000 4 Statements of Cash Flows Nine months ended October 31, 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 Nine Months Ended October 31, Ended October 31, ------------------ ------------------ 2000 1999 2000 1999 -------- -------- -------- -------- Service charge income $26,885 $24,115 $76,784 $72,618 Rental income from affiliates 336 334 1,009 1,002 -------- -------- -------- -------- Total revenue 27,221 24,449 77,793 73,620 Expenses: Interest, net 7,492 6,573 20,714 19,806 Servicing and marketing fees paid to Nordstrom fsb 9,995 6,851 31,059 25,358 Other general and administrative 5,396 376 13,048 1,124 -------- -------- -------- -------- Total expenses 22,883 13,800 64,821 46,288 -------- -------- -------- -------- Earnings before income taxes 4,338 10,649 12,972 27,332 Income taxes 1,600 3,900 4,800 9,900 -------- -------- -------- -------- Net earnings $ 2,738 $ 6,749 $ 8,172 $17,432 ======== ======== ======== ======== Ratio of earnings available for fixed charges to fixed charges 1.58 2.62 1.63 2.38 ======== ======== ======== ======== <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) (unaudited) October 31, January 31, October 31, 2000 2000 1999 ----------- ----------- ----------- ASSETS - ------ Cash and cash equivalents $ 1,230 $ 224 $ 1 Customer accounts receivable, net of allowance for doubtful accounts of $15,239, $15,838 and $18,303 587,795 558,691 525,483 Other receivables 1,552 2,092 108 Land, buildings and equipment, net (at cost) 4,482 4,296 4,353 Deferred taxes and other assets 7,998 7,082 9,391 -------- ----------- -------- $603,057 $572,385 $539,336 ======== =========== ======== LIABILITIES AND INVESTMENT OF NORDSTROM, INC. - --------------------------------------------- Note payable to Nordstrom, Inc. $245,580 $169,080 $134,380 Accrued interest, taxes and other 8,965 5,365 11,860 Long-term debt 187,750 245,350 245,350 -------- ----------- -------- Total liabilities 442,295 419,795 391,590 Investment of Nordstrom, Inc. 160,762 152,590 147,746 -------- ----------- -------- $603,057 $572,385 $539,336 ======== =========== ======== <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) Nine Months Ended October 31, ---------------------- 2000 1999 -------- -------- OPERATING ACTIVITIES: Net earnings $ 8,172 $ 17,432 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 417 473 Change in: Other receivables 540 2,601 Deferred taxes and other assets (1,091) 1,031 Other liabilities 3,600 1,830 -------- -------- Net cash provided by operating activities 11,638 23,367 -------- -------- INVESTING ACTIVITIES: (Increase) decrease in customer accounts receivable, net (29,104) 40,960 Additions to property and equipment, net (428) (13) -------- -------- Net cash (used in) provided by investing activities (29,532) 40,947 -------- -------- FINANCING ACTIVITIES: Borrowings under note payable to Nordstrom, Inc., net 76,500 72,380 Payments of commercial paper, net - (78,784) Principal payments on long-term debt (57,600) (58,000) -------- -------- Net cash provided by (used in) financing activities 18,900 (64,404) -------- -------- Net increase (decrease) in cash and cash equivalents 1,006 (90) Cash and cash equivalents at beginning of period 224 91 -------- -------- Cash and cash equivalents at end of period $ 1,230 $ 1 ======== ======== <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 October 31, 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 October 31, 2000 and 1999, and the results of its operations and cash flows for the periods then ended, in accordance with accounting principles generally accepted in the United States of America 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 and No. 138, requires the Company to recognize all derivatives as either assets or liabilities in the statement of financial position and measure those instruments at fair value. Adoption of this standard in the fiscal year beginning February 1, 2001, is not expected to have a material impact on the Company's financial statements. In September 2000, the FASB issued SFAS No. 140 "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities" ("SFAS No. 140"), a replacement of Statement 125 with the same title. It revises the standards for securitizations and other transfers of financial assets and collateral and requires certain additional disclosures, but otherwise retains most of SFAS No. 125's provisions. SFAS No. 140 is effective for transfers after March 31, 2001 with certain disclosures required for periods ending on or after December 31, 2000. Adoption of the accounting provisions of this standard 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 increased for the quarter and the nine-month period ended October 31, 2000, compared to the same periods in 1999, primarily due to an increase in the accounts receivable balances on which the Company earns service fees. The increase for the nine-month period was also due to 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 increased for the quarter and the nine-month period ended October 31, 2000, compared to the same periods in 1999, primarily due to an increase in short-term debt outstanding and the related interest rates. Servicing and marketing fees paid to Nordstrom fsb (formerly known as Nordstrom National Credit Bank) increased for the nine-month period ended October 31, 2000, primarily due to increased marketing costs associated with a new company-wide program, the "Reinvent" program, which has resulted in an increase in Nordstrom credit card usage and new accounts. Other general and administrative expenses increased for the quarter and the nine-month period ended October 31, 2000, compared to the same periods in 1999, as a result of charges associated with the Nordstrom 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. 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: December 8, 2000 - ------------------------- page 8 of 8 EXHIBIT INDEX EXHIBIT METHOD OF FILING - -------------------------------------- --------------------------- 27.1 Financial Data Schedule Filed herewith electronically