1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended January 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
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.50 par value
-------------------------------
(Title of class)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES /X/ NO / /
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. / /
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On March 31, 2001 Registrant had 10,000 shares of common stock ($.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 I(1)(a) and
(b) of Form 10-K and is therefore filing this Form with the reduced disclosure
format.
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PART I
Item 1. Business.
The information required under this item is included in Note 1 to the Financial
Statements on page 16 of this report, which is incorporated herein by reference.
Item 2. Properties.
The Company owns an office building in Englewood, Colorado where its principal
offices are located.
Item 3. Legal Proceedings.
The Company is not a party to any material legal proceedings.
Item 4. Submission of Matters to a Vote of Security Holders.
Not required under reduced disclosure format.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters.
The class of securities registered is the Company's common stock, $.50 par value
per share. There are 100,000 shares of authorized common stock, of which 10,000
shares were issued and outstanding as of March 31, 2001. The Company's common
stock is owned entirely by its parent, Nordstrom, Inc. ("Nordstrom"). The stock
has not been traded and, accordingly, no market value has been established. No
dividends were paid in the fiscal years ended January 31, 2001 and 2000.
Item 6. Selected Financial Data.
Not required under reduced disclosure format.
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Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Service charge income increased in 2000 as compared to 1999 due primarily to an
increase in the accounts receivable balances on which the Company earns service
fees.
Net interest expense increased in 2000 as compared to 1999 due primarily to an
increase in short-term debt outstanding and an increase in the related interest
rates.
Servicing and marketing fees paid to Nordstrom fsb (formerly known as Nordstrom
National Credit Bank) increased in 2000 as compared to 1999 due primarily to
increased marketing costs associated with a company-wide brand advertising
program. This resulted in an increase in Nordstrom credit card usage and new
accounts and consequently led to higher servicing fees based on increased charge
sales.
Other general and administrative expenses increased in 2000 as compared to 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.
Certain other information required under this item is included in Notes 1, 2 and
6 to the Financial Statements on pages 16, 17, 18 and 19, respectively, of this
report, which are incorporated herein by reference.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
The Company is exposed to market risk from changes in interest rates. In seeking
to minimize risk, the Company manages exposure through its regular operating and
financing activities. The Company does not use financial instruments for trading
or other speculative purposes and is not party to any leveraged financial
instruments.
The Company manages interest rate exposure through its mix of fixed and variable
rate borrowings which finance customer accounts receivable. Short-term
borrowings generally bear interest at variable rates but, because they have
maturities of three months or less, the Company believes that the risk of
material loss is low.
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The table below presents principal amounts and related weighted average interest
rates by year of maturity. All items described in the table are non-trading and
are stated in U.S. dollars.
Fair Value
January 31,
Dollars in thousands 2001 2002 2003 2004 2005 Thereafter Total 2001 2000
- ------------------------------------------------------------------------------------------------------------------
INTEREST RATE RISK
ASSETS
Customer accounts
receivable $661,655 $661,655 $661,655 $574,529
Variable interest
rate* 20.8% 20.8%
LIABILITIES
Note payable to
Nordstrom, Inc. $301,430 $301,430 $301,430 169,080
Year end
interest rate 5.4% 5.4%
Long-term debt $ 11,000 $76,750 - - $100,000 - $187,750 $183,666 $240,319
Fixed average
interest rate 8.7% 7.3% - - 6.7% - 7.0%
* This is the Company's interest rate on customer accounts receivable, which is
a floating rate based on prime. The actual effective interest rate is lower due
to accounts which are paid off within 30 days and defaults.
Item 8. Financial Statements and Supplementary Data.
A) Financial Statements and Supplementary Data
The financial statements and notes to the financial statements
listed in the Index to Financial Statements and Schedule on page 10
of this report are incorporated herein by reference.
B) Other Financial Statements and Schedule
The schedule required under Regulation S-X is filed pursuant to
Item 14 of this report.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
None
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PART III
Item 10. Directors and Executive Officers of the Registrant.
Not required under reduced disclosure format.
Item 11. Executive Compensation.
Not required under reduced disclosure format.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
Not required under reduced disclosure format.
Item 13. Certain Relationships and Related Transactions.
Not required under reduced disclosure format.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a)1. Financial Statements
The following financial statements of the Company and the
Independent Auditors' Report are incorporated by reference in
Part II, Item 8:
Independent Auditors' Report
Statements of Earnings
Balance Sheets
Statements of Investment of Nordstrom, Inc.
Statements of Cash Flows
Notes to Financial Statements
(a)2. Financial Statement Schedules
The financial statement schedule listed in the Index to Financial
Statements and Schedule on page 10 of this report is incorporated
herein by reference.
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(a)3. Exhibits
(3.1) Articles of Incorporation of the Registrant are hereby incorporated
by reference from the Registrant's Form 10-K for the year ended
January 31, 1991, Exhibit 3.1.
(3.2) By-laws of the Registrant, as amended and restated on December
19, 1995, are hereby incorporated by reference from the
Registrant's Form 10-K for the year ended January 31, 1996, Exhibit
3.3.
(10.1) Investment Agreement dated October 8, 1984 between Registrant and
Nordstrom, Inc. is hereby incorporated by reference from the
Registrant's Form 10, Exhibit 10.1.
(10.2) Operating Agreement dated August 30, 1991 between Registrant and
Nordstrom National Credit Bank is hereby incorporated by reference
from the Registrant's Form 10-Q for the quarter ended July 31,
1991, Exhibit 10.1, as amended.
(10.3) First Amendment to the Operating Agreement dated August 30, 1991
between Registrant and Nordstrom National Credit Bank, dated
March 1, 2000 is filed herein as an Exhibit.
(10.4) Corporate Services Agreement dated February 1, 2001 between
Registrant and Nordstrom federal savings bank (fsb) is filed herein
as an Exhibit.
(10.5) Loan Agreement dated July 17, 1997 between Registrant and
Nordstrom, Inc. is hereby incorporated by reference from the
Registrant's Form 10-Q for the quarter ended October 31, 1997,
Exhibit 10.1.
(10.6) Amendment to the Loan Agreement dated July 17, 1997 between
Registrant and Nordstrom, Inc., dated September 3, 1997 is hereby
incorporated by reference from the Registrant's Form 10-Q for the
quarter ended October 31, 1997, Exhibit 10.2.
(10.7) Series 1996-A Supplement to Master Pooling and Servicing Agreement
dated August 14, 1996 between Registrant, Nordstrom National Credit
Bank, and Norwest Bank Colorado, N.A.,as trustee, is incorporated
by reference from the Registrant's Form 10-Q for the quarter ended
October 31, 1996, Exhibit 10.3.
(10.8) Amendment to the Series 1996-A Supplement to Master Pooling and
Servicing Agreement dated August 14, 1996 between Registrant,
Nordstrom National Credit Bank and Norwest Bank Colorado, N.A., as
trustee, dated December 10, 1997, is hereby incorporated by
reference from the Registrant's Form 10-K for the year ended
January 31, 1998, Exhibit 10.13.
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(10.9) Second Amendment to the Series 1996-A Supplement to Master Pooling
and Servicing Agreement dated August 14, 1996 between Registrant,
Nordstrom National Credit Bank and Norwest Bank Colorado, N.A., as
trustee, dated February 28, 1999, is hereby incorporated by
reference from the Registrant's Form 10-Q for the quarter ended
April 30, 1999, Exhibit 10.1.
(10.10) Receivables Purchase Agreement dated August 14, 1996 between
Registrant and Nordstrom, Inc. is hereby incorporated by reference
from the Registrant's Form 10-K for the year ended January 31,
1997, Exhibit 10.10.
(10.11) Participation Agreement dated August 14, 1996 between Registrant
and Nordstrom National Credit Bank is hereby incorporated by
reference from the Registrant's Form 10-K for the year ended
January 31, 1997, Exhibit 10.11.
(12.1) Computation of Ratio of Earnings Available for Fixed Charges to
Fixed Charges is filed herein as an Exhibit.
(23.1) Independent Auditors' Consent is filed herein as an Exhibit.
All other exhibits are omitted because they are not applicable, or not required,
or because the required information is included in the financial statements or
notes thereto.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the last quarter of the
period for which this report is filed.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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)
Date: April 24, 2001 /s/ Michael G. Koppel
----------------- --------------------------------------------
Michael G. Koppel
by: Vice President and Corporate Controller
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the date indicated.
/s/ Kevin T. Knight /s/ Blake W. Nordstrom
- ------------------------------------ ------------------------------------
Kevin T. Knight Blake W. Nordstrom
Director and President Director
(Principal Executive Officer)
/s/ Michael G. Koppel /s/ Carol S. Powell
- ------------------------------------ ------------------------------------
Michael G. Koppel Carol S. Powell
Vice President and Director
Corporate Controller
(Principal Financial and
Accounting Officer)
Date: April 24, 2001
--------------
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NORDSTROM CREDIT, INC.
INDEX TO FINANCIAL STATEMENTS AND SCHEDULE
Page
Number
------
Independent Auditors' Report 11
Statements of Earnings 12
Balance Sheets 13
Statements of Investment of Nordstrom, Inc. 14
Statements of Cash Flows 15
Notes to Financial Statements 16
Additional financial information required to be furnished -
Financial Statement Schedule:
Schedule II - Valuation and Qualifying Accounts 23
All other schedules have been omitted because they are inapplicable, not
required or the information is included elsewhere in the financial statements or
notes thereto.
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INDEPENDENT AUDITORS' REPORT
Board of Directors
Nordstrom Credit, Inc.
Englewood, Colorado
We have audited the accompanying balance sheets of Nordstrom Credit, Inc. (the
"Company") as of January 31, 2001 and 2000, and the related statements of
earnings, investment of Nordstrom, Inc. and cash flows for each of the three
years in the period ended January 31, 2001. Our audits also included the
financial statement schedule listed in the accompanying Index to Financial
Statements and Schedule. These financial statements and the financial statement
schedule are the responsibility of the Company's management. Our responsibility
is to express an opinion on these financial statements and financial statement
schedule based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the accompanying financial statements present fairly, in all
material respects, the financial position of Nordstrom Credit, Inc. as of
January 31, 2001 and 2000, and the results of its operations and its cash flows
for each of the three years in the period ended January 31, 2001, in conformity
with accounting principles generally accepted in the United States of America.
Also, in our opinion, such financial statement schedule, when considered in
relation to the basic financial statements taken as a whole, presents fairly in
all material respects the information set forth therein.
/s/ Deloitte & Touche LLP
Seattle, Washington
April 6, 2001
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NORDSTROM CREDIT, INC.
STATEMENTS OF EARNINGS
(Dollars in thousands)
Year Ended January 31, 2001 2000 1999
- ---------------------- ------- ------- -------
Revenue:
Service charge income $106,440 $ 98,479 $106,734
Rental income from affiliates 1,346 1,335 1,285
------- ------- -------
Total revenue 107,786 99,814 108,019
Expenses:
Interest, net 29,322 27,203 31,547
Servicing and marketing
fees paid to Nordstrom fsb 42,452 36,206 27,378
Other general and administrative 20,747 1,729 1,522
------- ------- -------
Total expenses 92,521 65,138 60,447
------- ------- -------
Earnings before income taxes 15,265 34,676 47,572
Income taxes 5,700 12,400 17,100
------- ------- -------
Net earnings $ 9,565 $ 22,276 $ 30,472
======= ======= =======
Ratio of earnings available for
fixed charges to fixed charges 1.52 2.27 2.51
======= ======= =======
The accompanying Notes to Financial Statements are an integral part of these
statements.
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NORDSTROM CREDIT, INC.
BALANCE SHEETS
(Dollars in thousands)
January 31, 2001 2000
- ----------- -------- --------
ASSETS
Cash and cash equivalents $ 152 $ 224
Customer accounts receivable, net 645,124 558,691
Other receivables 7,236 2,092
Land, buildings and equipment, net (at cost) 4,471 4,296
Deferred taxes and other assets 5,918 7,082
-------- --------
$662,901 $572,385
======== ========
LIABILITIES AND INVESTMENT OF NORDSTROM, INC.
Note payable to Nordstrom, Inc. $301,430 $169,080
Accrued interest, taxes and other 11,566 5,365
Long-term debt 187,750 245,350
-------- --------
Total liabilities 500,746 419,795
Investment of Nordstrom, Inc. 162,155 152,590
-------- --------
$662,901 $572,385
======== ========
The accompanying Notes to Financial Statements are an integral part of these
statements.
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NORDSTROM CREDIT, INC.
STATEMENTS OF INVESTMENT OF NORDSTROM, INC.
(Dollars in thousands except per share amounts)
Common Stock, $.50 par value,
100,000 shares authorized
------------------------- Retained
Shares Amount Earnings Total
------ ------ -------- -----
Balance at
February 1, 1998 10,000 $55,058 $69,784 $124,842
Net earnings 30,472 30,472
Dividends declared
($2,500 per share) (25,000) (25,000)
------ ------- ------- --------
Balance at
January 31, 1999 10,000 55,058 75,256 130,314
Net earnings 22,276 22,276
------ ------- ------- --------
Balance at
January 31, 2000 10,000 $55,058 97,532 152,590
Net earnings 9,565 9,565
------ ------- ------- -------
Balance at
January 31, 2001 10,000 $55,058 $107,097 $162,155
====== ======= ======== ========
The accompanying Notes to Financial Statements are an integral part of these
statements.
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NORDSTROM CREDIT, INC.
STATEMENTS OF CASH FLOWS
(Dollars in thousands)
Year Ended January 31, 2001 2000 1999
- ---------------------- ------- ------- -------
OPERATING ACTIVITIES:
Net earnings $ 9,565 $ 22,276 $ 30,472
Adjustments to reconcile net earnings
to net cash provided by
operating activities:
Depreciation and amortization 549 616 711
Change in:
Other receivables (5,144) 617 3,429
Deferred taxes and other assets 935 3,264 2,490
Accrued interest, taxes and other 6,201 (4,665) (14,900)
------- ------- -------
Net cash provided by operating activities 12,106 22,108 22,202
------- ------- -------
INVESTING ACTIVITIES:
(Increase) decrease in customer
accounts receivable, net (86,433) 7,752 69,977
Additions to property and equipment, net (495) (23) (9)
------- ------- -------
Net cash (used in) provided by investing
activities (86,928) 7,729 69,968
------- ------- -------
FINANCING ACTIVITIES:
Payments of commercial paper, net - (78,784) (29,236)
Borrowings under note payable
to Nordstrom, Inc., net 132,350 107,080 62,000
Payments under notes payable to bank - - (50,000)
Principal payments on long-term debt (57,600) (58,000) (50,000)
Cash dividends paid to Nordstrom, Inc. - - (25,000)
------- ------- -------
Net cash provided by (used in) financing
activities 74,750 (29,704) (92,236)
------- ------- -------
Net (decrease) increase in cash and
cash equivalents (72) 133 (66)
Cash and cash equivalents at beginning
of year 224 91 157
------- ------- -------
Cash and cash equivalents at end of year $ 152 $ 224 $ 91
======= ======= =======
The accompanying Notes to Financial Statements are an integral part of these
statements.
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NORDSTROM CREDIT, INC.
NOTES TO FINANCIAL STATEMENTS
(Dollars in thousands)
NOTE 1 - DESCRIPTION OF BUSINESS
Nordstrom Credit, Inc. (the "Company"), a wholly-owned subsidiary of Nordstrom,
Inc. ("Nordstrom"), was incorporated in the state of Washington in 1982 and
reincorporated in the state of Colorado in 1990. The primary business of the
Company is to finance customer accounts receivable generated under revolving
charge accounts through sales of merchandise in Nordstrom stores ("Accounts")
and, until August 1996, through purchases by customers using the Nordstrom fsb
(formerly known as Nordstrom National Credit Bank, the "Bank") VISA cards ("VISA
Accounts"). The Accounts and the VISA Accounts originate through the use of
credit cards issued by the Bank, a federal savings association (formerly a
national banking association) organized as a wholly-owned subsidiary of
Nordstrom effective August 30, 1991.
The Company and the Bank are parties to an operating agreement dated August 30,
1991, as amended on March 1, 2000 (the "Operating Agreement") pursuant to which
the Company purchases Accounts from the Bank for a price equal to the amount of
Accounts originated less an allowance for amounts to be written off (the
"holdback allowance"). Under the terms of the Operating Agreement, the Bank
performs the servicing functions for the Accounts and the Company pays the Bank
a servicing fee based on the amount of such Accounts originated. The servicing
fee rate is 2.3% effective February 1, 1999. The Company also pays a monthly
marketing fee to the Bank for its marketing efforts to increase customer
accounts receivable balances upon which the Company earns service charge income.
In the first quarter of 2000, the Company implemented a customer loyalty program
for the Nordstrom private label credit card. Customers earn reward points based
on their spending habits. Upon the accumulation of a specified number of points,
the customer is given a merchandise certificate to be redeemed at any Nordstrom
store. The expense is accrued by the Company as the reward points are earned.
When the merchandise certificate is issued, the liability is assumed by
Nordstrom. The total dollar amount of the certificate liability transferred from
the Company to Nordstrom during 2000 was $16,897.
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The Company and Nordstrom are parties to an investment agreement (the
"Investment Agreement") dated October 8, 1984, which, among other things,
governs ownership of Company stock and the financial relationships between
Nordstrom and the Company. The Investment Agreement requires that Nordstrom
maintain the Company's ratio of earnings available for fixed charges to fixed
charges at not less than 1.25:1 and further requires that Nordstrom retain
ownership of all the outstanding shares of stock of the Company. This agreement
does not, however, represent a guarantee by Nordstrom of the payment of any
obligation of the Company.
The presentation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and judgments that affect the reported amounts of
assets, liabilities, revenues and expenses in the accompanying financial
statements. Actual results could differ from those estimates.
NOTE 2 - NEW ACCOUNTING PRONOUNCEMENTS
Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for
Derivative Instruments and Hedging Activities", as amended by SFAS No. 137 and
138, requires the Company to recognize all derivatives as either assets or
liabilities in the balance sheet 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.
NOTE 3 - RELATED PARTY TRANSACTIONS
The Company owns an office building in Englewood, Colorado, and leases space in
the building to the Bank under a ten-year term, paid on a month-to-month basis,
ending August 30, 2001. Rent received from the bank was $1,285 in 2000, 1999,
and 1998. The Company also owns property adjacent to the office building on
which Nordstrom located its data center during 1999. Rent received from
Nordstrom for the data center, under a month-to-month agreement, was $61 and $50
in 2000 and 1999, respectively.
Effective 1999, the Company pays a monthly marketing fee to the Bank for its
marketing efforts to increase customer accounts receivable balances upon which
the Company earns service charge income. The fee is based on the amount of
revenue generated by the Company's customer accounts receivable. Fees paid to
the Bank were $10,300 and $7,200 for 2000 and 1999, respectively.
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NOTE 4 - INTEREST, NET
The components of interest, net are as follows:
Year ended January 31, 2001 2000 1999
- ---------------------- ------- ------- -------
Note payable to Nordstrom, Inc. $15,487 $ 6,611 $ 536
Notes payable to bank - - 1,624
Commercial paper - 137 5,399
Long-term debt 13,852 20,460 24,027
------- ------- -------
Total interest cost 29,339 27,208 31,586
Less: Interest income (17) (5) (39)
------- ------- -------
Interest, net $29,322 $27,203 $31,547
======= ======= =======
NOTE 5 - INCOME TAXES
The Company files consolidated income tax returns with Nordstrom. Income taxes
have been provided on a separate return basis, and the difference between the
effective tax rate and the statutory Federal income tax rate is due to the
provision for state and local income taxes. At January 31, 2001 and 2000,
amounts due to Nordstrom for income taxes totaled $1,200 and $1,600 and are
included in Accrued interest, taxes and other. The components of income taxes
are as follows:
Year ended January 31, 2001 2000 1999
- ---------------------- ------- ------- -------
Current income taxes:
Federal $ 3,780 $12,360 $18,040
State and local 370 833 925
------- ------- -------
Total current income taxes 4,150 13,193 18,965
Deferred income taxes 1,550 (793) (1,865)
------- ------- -------
Total income taxes $ 5,700 $12,400 $17,100
======= ======= =======
Deferred income tax assets result from temporary differences in the timing of
recognition of revenue and expenses for tax and financial reporting purposes. At
January 31, 2001 and 2000, deferred tax assets are primarily related to the
securitization of the VISA Accounts (See Note 6).
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NOTE 6 - CUSTOMER ACCOUNTS RECEIVABLE
Customer accounts receivable, net, consists of the following:
January 31, 2001 2000
- ----------- -------- --------
Accounts $642,951 $559,357
Master trust certificates 18,704 15,172
-------- --------
661,655 574,529
Holdback allowance (16,531) (15,838)
-------- --------
Customer accounts receivable, net $645,124 $558,691
======== ========
The Company has no credit risk with respect to the Accounts, as Nordstrom bears
the risk of credit loss.
In August 1996, the Company sold substantially all of its outstanding VISA
receivables to Nordstrom in connection with a securitization of the receivables.
Nordstrom then sold the receivables to the Bank, which transferred the
receivables to the Nordstrom Credit Card Master Trust (the "Trust") in return
for certificates representing undivided interests in the Trust. A Class A
certificate with a market value of $186,600 was sold to a third party, and a
Class B certificate was purchased by the Company at an approximate market value
of $9,000. The Class B certificate had a stated principal amount of $9,900,
bears interest at 6.5% and is subordinated to the Class A certificate. The
Company also purchased from the Bank a portion of its investment in the Trust
(the "Seller's Interest") at an approximate market value of $4,100. The Bank
retains the remaining Seller's Interest, and will continue to service all of the
receivables on behalf of the Trust.
As a result of the securitization of the receivables, the Company no longer
purchases and finances VISA Accounts generated through the use of the Bank's
VISA card, except to the extent of its investment in the Class B certificate and
the Seller's Interest. The Bank securitizes all new VISA Accounts through the
Trust, and from time to time sells to the Company additional portions of the
Seller's Interest, depending on its cash flow needs. Master Trust Certificates
represent the Company's undivided interest in the Class B certificate and the
Seller's Interest. The Company's investment in the Class B certificate totals
$11,000 and $9,900 at January 31, 2001 and 2000.
The fair values of the assets sold and Retained Interest were based on the
present value of estimated future cash flows that the Company will receive over
the estimated life of the securitization. The future cash flows represent an
estimate of the excess of finance charges and fees over the interest paid to the
holders of the Class A and B certificates, credit losses and servicing fees.
Interest income earned on the Class B certificate and other cash flows received
from the Retained Interest totaled $10,060 in 2000, and is included in service
charge income and other on the consolidated statements of earnings.
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NOTE 6 (CONTINUED)
The Company also recognizes gains and losses on the fair value of the Retained
Interest. The fair value of the Retained Interest is $9,047 and $7,143 at
January 31, 2001 and 2000, and is included in customer accounts receivable.
Assumptions used to measure future cash flows are based on the current
performance trends of the receivable portfolio and include a weighted-average
life of the receivables of 5 months, anticipated credit losses of 5.99% of new
receivables and a discount rate of 6.50%.
Pursuant to the terms of operative documents of the Trust, in certain events the
Company may be required to fund certain amounts pursuant to a recourse
obligation for credit losses. Based on current cash flow projections, the
Company does not believe any additional funding will be required.
NOTE 7 - OTHER RECEIVABLES
Other receivables consists primarily of amounts due from Nordstrom for bad debt
accruals, deferred taxes and merchandise certificates. It also includes amounts
due from the Bank for net activity in Accounts, less servicing and marketing
fees due the Bank. These amounts are settled on the second business day of each
month.
NOTE 8 - NOTES PAYABLE AND COMMERCIAL PAPER
The note payable to Nordstrom represents amounts borrowed under an agreement
dated July 17, 1997. Borrowings under the agreement bear interest at floating
rates based on a published LIBOR rate (5.4% and 5.7% at January 31, 2001 and
January 31, 2000, respectively) and are due upon demand. The Company paid off
its commercial paper borrowings during the first quarter of 1999.
A summary of notes payable and commercial paper is as follows:
Year ended January 31, 2001 2000 1999
- ---------------------- -------- -------- --------
Average daily borrowings outstanding:
Nordstrom $241,987 $122,166 $ 10,178
Other - 2,598 127,853
Maximum amount outstanding:
Nordstrom 398,130 253,180 97,700
Other - 78,784 198,754
Weighted average interest rate:
During the year:
Nordstrom 6.4% 5.4% 5.3%
Other - 5.3% 5.5%
At year-end:
Nordstrom 5.4% 5.7% 4.8%
Other - - 5.2%
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NOTE 9 - LONG-TERM DEBT
Long-term debt consists of the following:
January 31, 2001 2000
- ----------- -------- --------
Medium-term notes, 7.25% - 8.67%,
due 2001 - 2002 $ 87,750 $145,350
Notes payable, 6.7%, due 2005 100,000 100,000
-------- --------
Total long-term debt $187,750 $245,350
======== ========
Aggregate principal payments on long-term debt are as follows: 2001 - $11,000,
2002 - $76,750, 2003 - $0, 2004 - $0, 2005 - $100,000, and after 2005 - $0.
NOTE 10 - SUPPLEMENTARY CASH FLOW INFORMATION
For purposes of the Statements of Cash Flows, the Company considers all
short-term investments with a maturity at date of purchase of three months
or less to be cash equivalents. The carrying amount approximates fair value
because of the short maturity of these instruments.
Supplementary cash flow information is as follows:
Year Ended January 31, 2001 2000 1999
- ---------------------- ------- ------- -------
Cash paid during the year for:
Interest $29,446 $27,996 $33,160
Income taxes paid to Nordstrom 6,100 12,700 19,700
NOTE 11 - FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying amount of customer accounts receivable, notes payable and
commercial paper approximates fair value because of the short maturity of these
instruments.
The fair value of long-term debt at January 31, 2001 and 2000, estimated using
quoted market prices of the same or similar issues with the same remaining term
to maturity, was $183,666 and $240,319, respectively.
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NOTE 12 - SELECTED QUARTERLY DATA (UNAUDITED)
Year ended January 31, 2001 1st quarter 2nd quarter 3rd quarter 4th quarter Total
- ------------------------------------------------------------------------------------------------
Revenue 25,125 25,447 27,221 29,993 107,786
Earnings before income taxes 5,895 2,739 4,338 2,293 15,265
Net earnings 3,695 1,739 2,738 1,393 9,565
Year ended January 31, 2000 1st quarter 2nd quarter 3rd quarter 4th quarter Total
- ------------------------------------------------------------------------------------------------
Revenue 25,198 23,973 24,449 26,194 99,814
Earnings before income taxes 12,113 4,570 10,649 7,344 34,676
Net earnings 7,713 2,970 6,749 4,844 22,276
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NORDSTROM CREDIT, INC.
SCHEDULE II - VALUATION AND
QUALIFYING ACCOUNTS
(Dollars in thousands)
Column A Column B Column C Column D Column E
Additions Deductions
- ----------- ---------- -------------------- -------------------- -------
Account
Balance Charged to Charged write-offs Balance
beginning costs and to other net of end of
Description of period expenses accounts recoveries period
- ----------- ----------- --------- -------- ---------- -------
Holdback allowance -
customer accounts
receivable
Year ended
January 31, 1999 $30,384 - $23,827* $29,668 $24,543
Year ended
January 31, 2000 $24,543 - $11,707* $20,412 $15,838
Year ended
January 31, 2001 $15,838 - $20,369* $19,676 $16,531
* The Company purchases Accounts net of this amount which represents the
allowance for uncollectible amounts. Bad debt expenses are reflected on the
books of Nordstrom for Accounts generated through sales at Nordstrom stores.
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EXHIBIT INDEX
EXHIBIT METHOD OF FILING
- ------------------------------------------ -----------------------------------
3.1 Articles of Incorporation Incorporated by reference from the
Registrant's Form 10-K for the year
ended January 31, 1991, Exhibit 3.1.
3.2 By-laws, as amended and restated Incorporated by reference
on December 19, 1995. from the Registrant's Form
10-K for the year ended January
31, 1996, Exhibit 3.3.
10.1 Investment Agreement dated October Incorporated by reference from
8, 1984 between Registrant and Registrant's Form 10, Exhibit 10.1.
Nordstrom, Inc.
10.2 Operating Agreement dated August Incorporated by reference from
30, 1991 between Registrant and Registrant's Form 10-Q for the
Nordstrom National Credit Bank quarter ended July 31, 1991,
Exhibit 10.1, as amended.
10.3 First Amendment to the Operating Filed herewith electronically.
Agreement dated August 30, 1991
Between Registrant and Nordstrom
National Credit Bank, dated March
1, 2000
10.4 Corporate Services Agreement Filed herewith electronically.
dated February 1, 2001 between
Registrant and Nordstrom federal
savings bank (fsb)
10.5 Loan Agreement dated July 17, Incorporated by reference from
1997 between Registrant and Registrant's Form 10-Q for the
Nordstrom, Inc. quarter ended October 31, 1997,
Exhibit 10.1.
10.6 Amendment to the Loan Agreement Incorporated by reference from
dated July 17, 1997 between Registrant's Form 10-Q for the
Registrant and Nordstrom, Inc., quarter ended October 31, 1997,
dated September 3, 1997 Exhibit 10.2.
10.7 Series 1996-A Supplement to Master Incorporated by reference from
Pooling and Servicing Agreement Registrant's Form 10-Q for the
dated August 14, 1996 between quarter ended October 31, 1996,
Registrant, Nordstrom National Exhibit 10.3.
Credit Bank and Norwest Bank
Colorado, N.A., as trustee
10.8 Amendment to the Series 1996-A Incorporated by reference from
Supplement to Master Pooling and Registrant's Form 10-K for the
Servicing Agreement dated August year ended January 31, 1998,
14,1996 between Registrant, Exhibit 10.13.
Nordstrom National Credit Bank, and
Norwest Bank Colorado, N.A., as
trustee, dated December 10, 1997
25
10.9 Second amendment to the Series Incorporated by reference from
1996-A Supplement to Master Pooling Registrant's Form 10-Q for the
and Servicing Agreement dated quarter ended April 30, 1999,
August 14,1996 between Registrant, Exhibit 10.1.
Nordstrom National Credit Bank, and
Norwest Bank Colorado, N.A., as
trustee, dated February 28, 1999
10.10 Receivables Purchase Agreement dated Incorporated by reference from
August 14, 1996 between Registrant Registrant's Form 10-K for the
and Nordstrom, Inc. year ended January 31, 1997,
Exhibit 10.10.
10.11 Participation Agreement dated Incorporated by reference from
August 14, 1996 between Registrant Registrant's Form 10-K for the
and Nordstrom National Credit Bank year ended January 31, 1997,
Exhibit 10.11.
12.1 Computation of Ratio of Earnings Filed herewith electronically.
Available for Fixed Charges to
Fixed Charges
23.1 Independent Auditors' Consent Filed herewith electronically.