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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, 2003
[ ] 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
_____ _____
Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Exchange Act 12b-2).
YES NO X
_____ _____
On May 31, 2003 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 12
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NORDSTROM CREDIT, INC. AND SUBSIDIARY
-------------------------------------
INDEX
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Page
Number
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<s> <c>
PART I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements (unaudited)
Condensed Consolidated Statements of Earnings
Three months ended April 30, 2003 and 2002 3
Condensed Consolidated Balance Sheets
April 30, 2003 and 2002 and
January 31, 2003 4
Condensed Consolidated Statements of Cash Flows
Three months ended April 30, 2003 and 2002 5
Notes to Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 8
Item 4. Controls and Procedures 8
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 9
SIGNATURES 10
CERTIFICATIONS 11
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page 2 of 12
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NORDSTROM CREDIT, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(Dollars in thousands)
(unaudited)
<table>
<caption>
Three Months
Ended April 30,
------------------
2003 2002
-------- --------
<s> <c> <c>
Revenue:
Service charge income $24,757 $24,377
Other fees and charges 2,103 2,739
Rental income from affiliates 281 510
-------- --------
Total revenue 27,141 27,626
Expenses:
Interest, net 5,035 6,366
Servicing and marketing fees
paid to Nordstrom fsb 4,176 2,402
Selling, general and administrative 251 708
-------- --------
Total expenses 9,462 9,476
-------- --------
Earnings before income taxes 17,679 18,150
Income taxes 6,470 6,620
-------- --------
Net earnings $11,209 $11,530
======== ========
Ratio of earnings available for fixed
charges to fixed charges 4.31 3.70
======== ========
<fn>
The accompanying Notes to the Condensed Consolidated Financial Statements are an integral part of these statements.
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page 3 of 12
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NORDSTROM CREDIT, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
<table>
<caption>
April 30, January 31, April 30,
2003 2003 2002
----------- ----------- -----------
<s> <c> <c> <c>
(Unaudited) (Audited) (Unaudited)
ASSETS
- ------
Cash and cash equivalents $ 280 $ 370 $ 156
Customer accounts receivable, net
of allowance for doubtful accounts
of $22,384, $22,385 and $22,786 554,430 594,450 582,662
Receivable from affiliates and
other receivables, net 3,832 29,936 14,843
Notes receivable from affiliates 91,145 84,395 10,310
Land, buildings and
equipment, net 267 264 5,068
Deferred taxes and other assets 8,626 8,701 2,301
-------- -------- --------
$658,580 $718,116 $615,340
======== ======== ========
LIABILITIES AND INVESTMENT OF NORDSTROM, INC.
- ---------------------------------------------
Payable to affiliates, net $ 2,750 $ 1,601 $ -
Note payable to Nordstrom, Inc. 1,410 74,460 16,110
Accrued interest, taxes and other 2,903 1,482 10,816
Long-term debt 400,000 400,000 400,000
Other liabilities 15,605 15,870 -
-------- -------- --------
Total liabilities 422,668 493,413 426,926
Investment of Nordstrom, Inc. 235,912 224,703 188,414
-------- -------- --------
$658,580 $718,116 $615,340
======== ======== ========
<fn>
The accompanying Notes to the Condensed Consolidated Financial Statements are an integral part of these statements.
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page 4 of 12
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NORDSTROM CREDIT, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(unaudited)
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<caption>
Three Months
Ended April 30,
----------------------
2003 2002
-------- --------
<s> <c> <c>
OPERATING ACTIVITIES:
Net earnings $ 11,209 $ 11,530
Adjustments to reconcile net earnings to net
cash provided by operating activities:
Depreciation and amortization 25 191
Change in:
Receivable from affiliates and other
receivables, net 26,104 (943)
Notes receivable from affiliates (6,750) 27,785
Deferred taxes and other assets 54 (40)
Payable to affiliates, net 1,149 (20,264)
Accrued interest, taxes and other 1,421 3,736
Other liabilities (265) -
-------- --------
Net cash provided by operating activities 32,947 21,995
-------- --------
INVESTING ACTIVITIES:
Decrease in customer
accounts receivable, net 40,020 35,433
Additions to property and equipment, net (7) -
-------- --------
Net cash provided by investing activities 40,013 35,433
-------- --------
FINANCING ACTIVITIES:
(Repayments) borrowings under note payable
to Nordstrom, Inc., net (73,050) 16,110
Principal payments on long-term debt - (76,750)
-------- --------
Net cash used in financing activities (73,050) (60,640)
-------- --------
Net decrease in cash and cash equivalents (90) (3,212)
Cash and cash equivalents
at beginning of period 370 3,368
-------- --------
Cash and cash equivalents at end of period $ 280 $ 156
======== ========
<fn>
The accompanying Notes to the Condensed Consolidated Financial Statements are an integral part of these statements.
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page 5 of 12
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NORDSTROM CREDIT, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands)
(unaudited)
Note 1 - Summary of Significant Accounting Policies
Basis of Presentation
- ---------------------
The accompanying condensed consolidated financial statements should be read in
conjunction with the Notes to Consolidated Financial Statements contained in
the Nordstrom Credit, Inc. 2002 Annual Report on Form 10-K. The same
accounting policies are followed in preparing quarterly financial data as are
followed in preparing annual data. In our opinion, 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.
We reclass certain prior year amounts to conform to the current year
presentation.
The interim financial information presented here is not necessarily indicative
of the results to be expected for the fiscal year.
Recent Accounting Pronouncements
- --------------------------------
In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities." SFAS No. 149 amends SFAS No.
133, "Accounting for Derivative Instruments and Hedging Activities" for
certain decisions made by the FASB as part of the Derivatives Implementation
Group process. SFAS No. 149 also amends SFAS No. 133 to incorporate
clarifications of the definition of a derivative. SFAS No. 149 is effective
for contracts entered into or modified after June 30, 2003, and should be
applied prospectively. We do not believe the adoption of SFAS No. 149 will
have a material impact on our earnings and financial position.
NOTE 2 - CUSTOMER ACCOUNTS RECEIVABLE
Customer accounts receivable, net, consists of the following:
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<caption>
April 30, January 31, April 30,
2003 2003 2002
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<s> <c> <c> <c>
Private label trade receivables:
Unrestricted accounts $ 2,222 $ 3,188 $ 2,201
Restricted accounts 574,592 613,647 592,908
Allowance for doubtful accounts (22,384) (22,385) (22,786)
---------- ----------- ----------
Private label trade receivables, net 554,430 594,450 572,323
VISA securitization master trust
certificates - - 10,339
---------- ----------- ----------
Customer accounts receivable, net $ 554,430 $ 594,450 $ 582,662
========== =========== ==========
</table>
Restricted accounts receivable back the $300 million of Class A notes and the
$200 million variable funding note issued in November 2001.
page 6 of 12
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NORDSTROM CREDIT, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands)
(unaudited)
NOTE 2 - CUSTOMER ACCOUNTS RECEIVABLE (CONT.)
Through April 30, 2002, we owned an undivided, subordinate interest (Class B
certificate) in a pool of VISA credit card receivables. External investors
held the Class A certificates and Nordstrom fsb owned the Seller Retained
Certificate and Interest Only Strip. On May 1, 2002, the Class B Certificates
were repaid. We received cash in the amount of $11,060 representing the face
value of the note plus accrued interest and recognized a gain on redemption of
$661. The gain is the excess of cash received over the carrying amount of the
Class B Certificates, and was recognized in the quarter ended July 31, 2002.
page 7 of 12
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Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Service charge income was essentially flat for the quarter ended April 30,
2003, compared to the same period in 2002, due to a slight decrease in the
average accounts receivable balances offset by a slight increase in the
weighted average service charge rate.
Other fees and charges decreased for the quarter ended April 30, 2003,
compared to the same period in 2002, primarily due to income received in the
prior year from the VISA securitization master trust certificates. These
certificates were repaid during the second quarter of 2002. We no longer hold
an ownership interest in the VISA securitization. The decrease in other fees
and charges is also attributed to a decrease in late fee income, caused by a
decline in number of accounts being assessed a late fee.
Rental income from affiliates decreased for the quarter ended April 30, 2003,
compared to the same period in 2002, due to the sale of our Credit facility in
January 2003. Current quarter rental income consists primarily of the
amortized portion of the deferred gain on sale of the facility.
Net interest expense decreased for the quarter ended April 30, 2003 due to a
decrease in long-term debt outstanding and a decrease in interest rates,
partially offset by an increase in the average balance outstanding on our note
payable to Nordstrom, Inc.
Servicing and marketing fees paid to Nordstrom fsb increased for the quarter
ended April 30, 2003, compared to the same period in 2002, primarily due to a
change in method of accruing monthly marketing expenses.
Selling, general and administrative expenses decreased for the quarter ended
April 30, 2003, compared to the same period in 2002 due primarily to a change
in our expense structure. Effective in the second quarter of 2002, bad debt
expense related to returned checks is now charged to Nordstrom, Inc. In
addition, the decrease is also attributed to lower occupancy expenses due to
the sale of our Credit facility in January 2003.
Item 4. Controls and Procedures
"Disclosure controls" are controls and other procedures that are designed to
ensure that information required to be disclosed in our Exchange Act reports
is recorded, processed, summarized and reported, within the time periods
specified in the SEC's rules and forms. Disclosure controls and procedures
are also designed to ensure that such information is accumulated and
communicated to our management, including our President and Chief Financial
Officer, as appropriate to allow timely decisions regarding required
disclosure. "Internal controls" are procedures that are designed to provide
reasonable assurance that our transactions are properly authorized, our assets
are safeguarded against unauthorized or improper use and our transactions are
properly recorded and reported, all to permit the preparation of our financial
statements in conformity with generally accepted accounting principles.
Within the 90-day period prior to the filing of this report, we performed an
evaluation under the supervision and with the participation of management,
including our President and Chief Financial Officer, of our disclosure
controls and procedures. Based upon that evaluation, the President and the
Chief Financial Officer concluded that our disclosure controls and procedures
are effective in the timely recording, processing, summarizing and reporting
of material financial and non-financial information.
page 8 of 12
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Item 4. Controls and Procedures (cont.)
We reviewed our internal controls for effectiveness periodically during the
period covered by this report. No significant changes were made in our
internal controls or in other factors that could significantly affect our
internal controls subsequent to the date of their last evaluation.
PART II - OTHER INFORMATION
---------------------------
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
--------
(99.1) Certification of Chief Executive Officer regarding periodic
report containing financial statements.
(99.2) Certification of Chief Financial Officer regarding periodic
report containing financial statements.
(b) Reports on Form 8-K
-------------------
No reports on Form 8-K were filed during the quarter for which this
report is filed.
page 9 of 12
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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. AND SUBSIDIARY
(Registrant)
/s/ Michael G. Koppel
---------------------------------------
Michael G. Koppel
Vice President and Treasurer
(Principal Accounting and Financial Officer)
Date: June 9, 2003
- --------------------------
page 10 of 12
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Certification required by Section 302(a) of the Sarbanes-Oxley Act of 2002
I, Kevin T. Knight, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Nordstrom Credit,
Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report.
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: June 9, 2003 /s/ Kevin T. Knight
------------------ -----------------------
Kevin T. Knight
President
page 11 of 12
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Certification required by Section 302(a) of the Sarbanes-Oxley Act of 2002
I, Michael G. Koppel, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Nordstrom Credit,
Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report.
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: June 9, 2003 /s/ Michael G. Koppel
------------------ -----------------------
Michael G. Koppel
Vice President and Treasurer
page 12 of 12
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NORDSTROM CREDIT INC. AND SUBSIDIARY
Exhibit Index
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<caption>
Exhibit Method of Filing
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<s> <c>
99.1 Certification of Chief Executive Filed herewith electronically
Officer regarding periodic
report containing financial
statements
99.2 Certification of Chief Financial Filed herewith electronically
Officer regarding periodic
report containing financial
statements
</table>