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 July 31, 1994 [ ] 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 August 19, 1994 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 7 NORDSTROM CREDIT, INC. ---------------------- INDEX ----- Page Number ------ PART I. FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) Statements of Earnings Three and six months ended July 31, 1994 and 1993 3 Balance Sheets July 31, 1994 and 1993 and January 31, 1994 4 Statements of Cash Flows Six months ended July 31, 1994 and 1993 5 Notes to 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 page 2 of 7 NORDSTROM CREDIT, INC. STATEMENTS OF EARNINGS (dollars in thousands) (unaudited) Three Months Six Months Ended July 31, Ended July 31, ------------------ ------------------ 1994 1993 1994 1993 -------- -------- -------- -------- Service charge income $21,763 $22,133 $44,489 $45,597 Expenses: Interest, net 7,040 7,220 13,922 14,715 Service fees paid to Nordstrom National Credit Bank 7,798 8,699 13,060 14,588 General and Administrative 482 416 896 818 -------- -------- -------- -------- Total expenses 15,320 16,335 27,878 30,121 -------- -------- -------- -------- Earnings before income taxes 6,443 5,798 16,611 15,476 Income taxes 2,340 2,125 6,000 5,570 -------- -------- -------- -------- Net earnings $ 4,103 $ 3,673 $10,611 $ 9,906 ======== ======== ======== ======== Ratio of earnings available for fixed charges to fixed charges 1.91 1.80 2.19 2.05 ======== ======== ======== ======== These statements should be read in conjunction with the Notes to Financial Statements contained herein and in the Nordstrom Credit, Inc. Annual Report on Form 10-K for the year ended January 31, 1994. page 3 of 7 NORDSTROM CREDIT, INC. BALANCE SHEETS (dollars in thousands) (unaudited) July 31, January 31, July 31, 1994 1994 1993 -------- ----------- -------- ASSETS - ------ Cash and cash equivalents $ 556 $ 1,694 $ 9,185 Customer accounts receivable net of holdback allowance of $24,665, $23,145 and $25,265 610,955 564,495 593,557 Other accounts receivable - 3,977 27 Property and equipment, net 5,815 5,987 6,009 Other assets 1,538 1,677 1,815 -------- ----------- -------- $618,864 $577,830 $610,593 ======== =========== ======== LIABILITIES AND INVESTMENT OF NORDSTROM, INC. - --------------------------------------------- Notes payable to Nordstrom, Inc. $ 96,000 $112,500 $ 87,500 Commercial paper 75,739 15,337 62,971 Notes payable to banks 40,000 25,000 25,000 Accrued interest, taxes and other 22,186 9,665 15,560 Long-term debt 224,600 265,600 280,600 -------- ----------- -------- Total liabilities 458,525 428,102 471,631 Investment of Nordstrom, Inc. 160,339 149,728 138,962 -------- ----------- -------- $618,864 $577,830 $610,593 ======== =========== ======== These statements should be read in conjunction with the Notes to Financial Statements contained herein and in the Nordstrom Credit, Inc. Annual Report on Form 10-K for the year ended January 31, 1994. page 4 of 7 NORDSTROM CREDIT, INC. STATEMENTS OF CASH FLOWS (dollars in thousands) (unaudited) Six Months Ended July 31, ---------------------- 1994 1993 -------- ------- OPERATING ACTIVITIES: Net earnings $ 10,611 $ 9,906 Adjustments to reconcile net earnings to net cash (used in) provided by operating activities: Depreciation and amortization 311 313 Change in: Customer accounts receivable (46,460) (10,346) Other accounts receivable 3,977 3,681 Accrued interest, taxes and other 12,521 5,591 -------- ------- Net cash (used in) provided by operating activities (19,040) 9,145 -------- ------- FINANCING ACTIVITIES: Increase in commercial paper 60,402 49,652 Increase in notes payable to banks 15,000 - Decrease in notes payable to Nordstrom, Inc. (16,500) (25,000) Principal payments on long-term debt (41,000) (25,000) -------- ------- Net cash provided by (used in) financing activities 17,902 (348) -------- ------- Net (decrease) increase in cash and and cash equivalents (1,138) 8,797 Cash and cash equivalents at beginning of period 1,694 388 -------- ------- Cash and cash equivalents at end of period $ 556 $ 9,185 ======== ======= These statements should be read in conjunction with the Notes to Financial Statements contained herein and in the Nordstrom Credit, Inc. Annual Report on Form 10-K for the year ended January 31, 1994. page 5 of 7 NORDSTROM CREDIT, INC. NOTES TO FINANCIAL STATEMENTS (unaudited) Note 1: The balance sheets of Nordstrom Credit, Inc. as of July 31, 1994 and 1993, 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, 1995. It is not considered necessary to include detailed footnote information as of July 31, 1994 and 1993. 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, 1994. 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 Nordstrom Credit, Inc. as of July 31, 1994 and 1993, 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. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Service charge income decreased for the quarter and the six month period when compared to the same periods in 1993, due to lower levels of accounts receivable outstanding and a decrease in the average yield on the receivables portfolio. Interest expense decreased for the quarter and the six month period when compared to the same periods in 1993, due to lower levels of debt. The decrease was partially offset by an increase in rates. Service fees paid to Nordstrom National Credit Bank (the "Bank") decreased for the quarter and the six month period when compared to the same periods in 1993, due primarily to a decrease in the servicing fee rate from 1.82% to 1.59%, effective November 1, 1993. In May 1994, the Bank commenced its VISA card program. Receivables generated through the use of the card are purchased by the Company without recourse, except for transactions occurring at Nordstrom, Inc. stores. This is expected to increase the external financing needs of the Company. Service charges earned on these receivables are expected to be sufficient to offset additional expenses generated through this activity. All other operations of the Company remain substantially the same. page 6 of 7 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. 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/ John A. Goesling __________________________________________ John A. Goesling, Executive Vice President and Treasurer (Principal Financial and Accounting Officer) Date: September 2, 1994 _______________________ page 7 of 7