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, 2001 [ ] 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 May 31, 2001, 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, 2001 and 2000 3 Balance Sheets April 30, 2001 and 2000 and January 31, 2001 4 Statements of Cash Flows Three months ended April 30, 2001 and 2000 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, ------------------ 2001 2000 -------- -------- Revenue: Service charge income $28,807 $24,791 Rental income from affiliates 510 334 -------- --------- Total revenue 29,317 25,125 Expenses: Interest, net 6,626 6,309 Servicing and marketing fees paid to Nordstrom fsb 8,176 9,199 Other general and administrative 5,905 3,722 -------- -------- Total expenses 20,707 19,230 -------- -------- Earnings before income taxes 8,610 5,895 Income taxes 3,200 2,200 -------- -------- Net earnings $ 5,410 $ 3,695 ======== ======== Ratio of earnings available for fixed charges to fixed charges 2.30 1.93 ======== ======== <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) April 30, January 31, April 30, 2001 2001 2000 ----------- ----------- ----------- ASSETS - ------ Cash and cash equivalents $ 611 $ 152 $ 257 Customer accounts receivable, net of allowance for doubtful accounts of $17,232, $16,531 and $15,418 612,467 645,124 548,072 Other receivables 121 7,236 53 Land, buildings and equipment, net (at cost) 4,894 4,471 4,257 Deferred taxes and other assets 5,864 5,918 7,403 -------- -------- -------- $623,957 $662,901 $560,042 ======== ======== ======== LIABILITIES AND INVESTMENT OF NORDSTROM, INC. - --------------------------------------------- Note payable to Nordstrom, Inc. $256,680 $301,430 $182,055 Accrued interest, taxes and other 11,962 11,566 18,352 Long-term debt 187,750 187,750 203,350 -------- ----------- -------- Total liabilities 456,392 500,746 403,757 Investment of Nordstrom, Inc. 167,565 162,155 156,285 -------- ----------- -------- $623,957 $662,901 $560,042 ======== =========== ======== <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, ---------------------- 2001 2000 -------- -------- OPERATING ACTIVITIES: Net earnings $ 5,410 $ 3,695 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 302 150 Change in: Other receivables 7,115 2,039 Deferred taxes and other assets - (386) Accrued interest, taxes and other 396 12,987 -------- -------- Net cash provided by operating activities 13,223 18,485 -------- -------- INVESTING ACTIVITIES: Decrease in customer accounts receivable, net 32,657 10,619 Additions to property and equipment, net (671) (46) -------- -------- Net cash provided by investing activities 31,986 10,573 -------- -------- FINANCING ACTIVITIES: (Payment) borrowings under note payable to Nordstrom, Inc., net (44,750) 12,975 Principal payments on long-term debt - (42,000) -------- -------- Net cash used in financing activities (44,750) (29,025) -------- -------- Net increase in cash and cash equivalents 459 33 Cash and cash equivalents at beginning of period 152 224 -------- -------- Cash and cash equivalents at end of period $ 611 $ 257 ======== ======== <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, 2001 and 2000, 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 fiscal year. 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, 2001. 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, 2001 and 2000, 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, did not 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 SFAS No. 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. Adoption of the accounting provisions of this standard did not have a material impact on the Company's financial statements. The Emerging Issues Task Force has reached a consensus on EITF Issue No. 99-20, "Recognition of Interest Income and Impairment on Purchased and Retained Beneficial Interests in Securitized Financial Assets," which provides guidance on how a transferor that retains an interest in securitized financial assets, or an enterprise that purchases a beneficial interest in securitized financial assets, should account for interest income and impairment. Adoption of this accounting issue for the quarter ending July 31, 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 increased for the quarter ended April 30, 2001 compared to the same period in 2000, primarily due to an increase in the accounts receivable balances on which the Company earns service fees. Net interest expense increased slightly for the quarter ended April 30, 2001 compared to the same period in 2000, primarily due to an increase in the short-term debt outstanding, partially offset by lower interest rates during first quarter 2001. Servicing and marketing fees paid to Nordstrom fsb (formerly known as Nordstrom National Credit Bank) decreased primarily due to decreased marketing costs associated with the termination of the company-wide brand campaign which was in existence during the first quarter of 2000. Other general and administrative expenses increased for the quarter ended April 30, 2001 compared to the same period in 2000, primarily as a result of charges associated with the Nordstrom credit card rewards program in which 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 increase was also attributed to a change in the Company's policy effective February 1, 2001, pursuant to which the Company now incurs bad debt expense related to returned checks instead of Nordstrom, provided the store followed proper check acceptance procedures. PART II - OTHER INFORMATION --------------------------- Item 6. Exhibits and Reports on Form 8-K (a) Exhibits -------- None (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 Chief Financial Officer (Principal Accounting and Financial Officer) Date: June 8, 2001 - ------------------------- page 8 of 8