<page> 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, 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 November 30, 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 <page> NORDSTROM CREDIT, INC. ---------------------- INDEX ----- <table> <caption> Page Number ------ <s> <c> PART I. FINANCIAL INFORMATION Item 1. Financial Statements (unaudited) Condensed Statements of Earnings Three and Nine months ended October 31, 2001 and 2000 3 Condensed Balance Sheets October 31, 2001 and 2000 and January 31, 2000 4 Condensed Statements of Cash Flows Nine months ended October 31, 2001 and 2000 5 Notes to Condensed Financial Statements 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 6 PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K 7 </table> page 2 of 8 <page> NORDSTROM CREDIT, INC. CONDENSED STATEMENTS OF EARNINGS (Dollars in thousands) (unaudited) <table> <caption> Three Months Nine Months Ended October 31, Ended October 31, ------------------ ------------------ 2001 2000 2001 2000 -------- -------- -------- -------- <s> <c> <c> <c> <c> Revenue: Service charge income $24,279 $26,885 $79,164 $76,784 Rental income from affiliates 510 336 1,530 1,009 -------- -------- -------- -------- Total revenue 24,789 27,221 80,694 77,793 Expenses: Interest, net 5,352 7,492 18,002 20,714 Servicing and marketing fees paid to Nordstrom fsb 7,686 9,995 26,747 31,059 Selling, general and administrative 7,076 5,396 21,113 13,048 -------- -------- -------- -------- Total expenses 20,114 22,883 65,862 64,821 -------- -------- -------- -------- Earnings before income taxes 4,675 4,338 14,832 12,972 Income taxes 1,740 1,600 5,510 4,800 -------- -------- -------- -------- Net earnings $ 2,935 $ 2,738 $ 9,322 $ 8,172 ======== ======== ======== ======== Ratio of earnings available for fixed charges to fixed charges 1.87 1.58 1.82 1.63 ======== ======== ======== ======== <fn> These statements should be read in conjunction with the Notes to Condensed Financial Statements contained herein. </table> page 3 of 8 <page> NORDSTROM CREDIT, INC. CONDENSED BALANCE SHEETS (Dollars in thousands) (unaudited) <table> <caption> October 31, January 31, October 31, 2001 2001 2000 ----------- ----------- ----------- <s> <c> <c> <c> ASSETS - ------ Cash and cash equivalents $ 662 $ 152 $ 1,230 Customer accounts receivable, net of allowance for doubtful accounts of $20,692, $16,531 and $15,239 602,418 645,124 587,795 Other receivables 1,684 7,236 1,552 Land, buildings and equipment, net (at cost) 5,352 4,471 4,482 Deferred taxes and other assets 5,760 5,918 7,998 -------- ----------- -------- $615,876 $662,901 $603,057 ======== =========== ======== LIABILITIES AND INVESTMENT OF NORDSTROM, INC. - --------------------------------------------- Note payable to Nordstrom, Inc. $260,630 $301,430 $245,580 Accrued interest, taxes and other 7,019 11,566 8,965 Long-term debt 176,750 187,750 187,750 -------- ----------- -------- Total liabilities 444,399 500,746 442,295 Investment of Nordstrom, Inc. 171,477 162,155 160,762 -------- ----------- -------- $615,876 $662,901 $603,057 ======== =========== ======== <fn> These statements should be read in conjunction with the Notes to Condensed Financial Statements contained herein. </table> page 4 of 8 <page> NORDSTROM CREDIT, INC. CONDENSED STATEMENTS OF CASH FLOWS (Dollars in thousands) (unaudited) <table> <caption> Nine Months Ended October 31, ---------------------- 2001 2000 -------- -------- <s> <c> <c> OPERATING ACTIVITIES: Net earnings $ 9,322 $ 8,172 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 683 417 Change in: Other receivables 5,552 540 Other assets (7) (1,091) Accrued interest, taxes and other (4,547) 3,600 -------- -------- Net cash provided by operating activities 11,003 11,638 -------- -------- INVESTING ACTIVITIES: Decrease (increase) in customer accounts receivable, net 42,706 (29,104) Additions to property and equipment, net (1,399) (428) -------- -------- Net cash provided by/(used in) investing activities 41,307 (29,532) -------- -------- FINANCING ACTIVITIES: (Payments on) borrowings under note payable to Nordstrom, Inc., net (40,800) 76,500 Principal payments on long-term debt (11,000) (57,600) -------- -------- Net cash (used in)/provided by financing activities (51,800) 18,900 -------- -------- Net increase in cash and cash equivalents 510 1,006 Cash and cash equivalents at beginning of period 152 224 -------- -------- Cash and cash equivalents at end of period $ 662 $ 1,230 ======== ======== <fn> These statements should be read in conjunction with the Notes to Condensed Financial Statements contained herein. </table> page 5 of 8 <page> NORDSTROM CREDIT, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (dollars in thousands) (unaudited) Note 1 - Summary of Significant Accounting Policies Basis of Presentation - --------------------- The accompanying 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. The same accounting policies are followed in preparing quarterly financial data as are followed in preparing annual data. In the opinion of management, all adjustments necessary for a fair presentation of the results of operations, financial position and cash flows have been included and are of a normal, recurring nature. Certain prior year amounts have been reclassified to conform to the current year presentation. The financial information is applicable to interim periods and is not necessarily indicative of the results to be expected for the fiscal year. Note 2 - Subsequent Events Subsequent to the third quarter of 2001, the Company issued $300 million of Class A notes backed by Nordstrom Private Label Receivables ("PL Term"). The PL Term bears a fixed interest rate of 4.82% and has an expected maturity of five years. In addition, the Company issued a variable funding note backed by Nordstrom Private Label Receivables ("PL VFN") with a $200 million capacity. Interest on the PL VFN varies based on 30-day commercial paper rated at A1/P1. At this time, there have been no borrowings. Proceeds will be used by Nordstrom, Inc. for general corporate purposes, capital expansion and to pay down short-term debt. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Service charge income decreased for the quarter ended October 31, 2001, compared to the same period in 2000, primarily due to a decrease in the finance charge rate, partially offset by an increase in the outstanding balance of accounts receivables. For the nine months ended October 31, 2001, service charge income increased, due to the increase in the accounts receivable balances on which the Company earns service fees, and partially offset by the decrease in the average finance charge rate. Net interest expense decreased for the quarter and the nine-month period ended October 31, 2001, compared to the same periods in 2000, as a result of a decrease in short-term interest rates, partially offset by an increase in the volume of short-term debt outstanding. Servicing and marketing fees paid to Nordstrom fsb decreased for the quarter and the nine-month period ended October 31, 2001, primarily due to decreased marketing costs associated with the termination of the company-wide program, the "Reinvent" campaign, which was in existence during 2000. page 6 of 8 <page> Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (Cont.) Selling, general and administrative expenses increased for the nine-month period ended October 31, 2001, compared to the same period in 2000, primarily as a result of promotions related to the Nordstrom credit card rewards program for the half-yearly sales held during the second quarter. Selling, general and administrative expenses also increased for the quarter and the nine-month period ended October 31, 2001 due 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, Inc., 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 <page> 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 Executive Vice President and Chief Financial Officer (Principal Accounting and Financial Officer) Date: December 10, 2001 - -------------------------- page 8 of 8