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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, 2000
/ / 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, $.50 par value
_______________________________
(Title of class)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. YES /X/ NO / /
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. /X/
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On March 31, 2000 Registrant had 10,000 shares of common stock ($.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, 2000. 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. A dividend of $25,000,000 was paid to Nordstrom
on September 15, 1998. No dividend was paid in the year ended January 31,
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 decreased in 1999 as compared to 1998 due primarily to
a reduction in the accounts receivable balances on which the Company earns
service fees.
Net interest expense decreased in 1999 compared to 1998 due primarily to
lower levels of average long-term debt outstanding.
Servicing and marketing fees increased in 1999 compared to 1998 due
primarily to the monthly marketing fee that the Company began paying to
Nordstrom fsb (formerly known as Nordstrom National Credit Bank, the
"Bank"), an affiliate of Nordstrom, in February, 1999, for its marketing
efforts to increase customer accounts receivable balances.
The Company does not own any significant information technology systems or
related software. All significant systems utilized by the Company are owned
by Nordstrom and the Bank, which services the customer accounts receivable
of the Company. Nordstrom and the Bank transitioned into the Year 2000
without any material negative effects on its business, operations or
financial condition. Nordstrom's cumulative Year 2000 expenses through
January 31, 2000, were approximately $17 million, including $1.3 million for
the Bank. Approximately $4 million of expenses were incurred in 1999,
including $167,000 for the Bank. In 1998, approximately $7 million of
expenses were incurred, including approximately $700,000 for the Bank.
Certain other information required under this item is included in Note 1,
Note 2 and Note 6 to the Financial Statements on pages 16, 17 and 18,
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 2000 2001 2002 2003 2004 Thereafter Total 2000 1999
- ------------------------------------------------------------------------------------------------------------------
INTEREST RATE RISK
ASSETS
Customer accounts
receivable $574,529 $574,529 $574,529 $590,986
Fixed interest
rate* 21% 21%
LIABILITIES
Note payable to
Nordstrom, Inc. $169,080 $169,080 $169,080 $ 62,000
Year end
interest rate 5.7% 5.7%
Commercial paper - - - $ 78,784
Average interest
rate - -
Long-term debt $ 57,600 $11,000 $76,750 - - $100,000 $245,350 $240,319 $316,583
Fixed average
interest rate 7.6% 8.7% 7.3% - - 6.7% 7.2%
* This is the Company's stated interest rate on customer accounts
receivable. 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 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 are hereby incorporated by reference from
the Registrant's Form 10-K for the year ended January 31, 1991,
Exhibit 3.2.
(3.3) Amendment to the Bylaws of the Registrant dated 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) 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.
(10.4) 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.
(10.5) 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.
(10.6) 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.
(10.7) 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.
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(10.8) 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.
(10.9) 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.
(27.1) Financial Data Schedule 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 26, 2000 by /s/ Michael A. Stein
_________________ ____________________________________________
Michael A. Stein
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
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/ Michael A. Stein /s/ John J. Whitacre
____________________________________ ____________________________________
Michael A. Stein John J. Whitacre
Director, Executive Vice President Director
and Chief Financial Officer
(Principal Financial Officer)
/s/ Kevin T. Knight /s/ Michael G. Koppel
____________________________________ ____________________________________
Kevin T. Knight Michael G. Koppel
Director and President Vice President and
(Principal Executive Officer) Corporate Controller
(Principal Accounting Officer)
Date: April 26, 2000
______________
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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 21
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.
10 of 21
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, 2000 and 1999, 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, 2000. 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, 2000 and 1999, and the results of its operations and its cash
flows for each of the three years in the period ended January 31, 2000, 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.
Deloitte & Touche LLP
Seattle, Washington
April 6, 2000
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NORDSTROM CREDIT, INC.
STATEMENTS OF EARNINGS
(Dollars in thousands)
Year Ended January 31, 2000 1999 1998
- ---------------------- ------- ------- -------
Revenue:
Service charge income $ 98,479 $106,734 $108,582
Rental income from affiliates 1,335 1,285 1,285
------- ------- -------
Total revenue 99,814 108,019 109,867
Expenses:
Interest, net 27,203 31,547 36,392
Servicing and marketing
fees paid to Nordstrom fsb 36,206 27,378 29,122
Other general and administrative 1,729 1,522 1,394
------- ------- -------
Total expenses 65,138 60,447 66,908
------- ------- -------
Earnings before income taxes 34,676 47,572 42,959
Income taxes 12,400 17,100 15,900
------- ------- -------
Net earnings $ 22,276 $ 30,472 $ 27,059
======= ======= =======
Ratio of earnings available for
fixed charges to fixed charges 2.27 2.51 2.18
======= ======= =======
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, 2000 1999
- ----------- -------- --------
ASSETS
- ------
Cash and cash equivalents $ 224 $ 91
Customer accounts receivable, net 558,691 566,443
Other receivables 2,092 2,709
Land, buildings and equipment, net (at cost) 4,296 4,530
Deferred taxes and other assets 7,082 10,705
-------- --------
$572,385 $584,478
======== ========
LIABILITIES AND INVESTMENT OF NORDSTROM, INC.
- ---------------------------------------------
Commercial paper - $ 78,784
Note payable to Nordstrom, Inc. $169,080 62,000
Accrued interest, taxes and other 5,365 10,030
Long-term debt 245,350 303,350
-------- --------
Total liabilities 419,795 454,164
Investment of Nordstrom, Inc. 152,590 130,314
-------- --------
$572,385 $584,478
======== ========
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, 1997 10,000 $55,058 $67,725 $122,783
Net earnings 27,059 27,059
Dividends declared
($2,500 per share) (25,000) (25,000)
------ ------- ------- --------
Balance at
January 31, 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
====== ======= ======== ========
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, 2000 1999 1998
- ---------------------- ------- ------- -------
OPERATING ACTIVITIES:
Net earnings $ 22,276 $ 30,472 $ 27,059
Adjustments to reconcile net earnings
to net cash provided by
operating activities:
Depreciation and amortization 616 711 873
Change in:
Other receivables 617 3,429 7,736
Deferred taxes and other assets 3,264 2,490 (1,456)
Accrued interest, taxes and other (4,665) (14,900) 5,822
------- ------- -------
Net cash provided by operating activities 22,108 22,202 40,034
------- ------- -------
INVESTING ACTIVITIES:
Decrease in customer
accounts receivable, net 7,752 69,977 53,130
Additions to property and equipment, net (23) (9) (6)
------- ------- -------
Net cash provided by investing activities 7,729 69,968 53,124
------- ------- -------
FINANCING ACTIVITIES:
Payments of commercial paper, net (78,784) (29,236) (5,750)
Borrowings (payments) under notes payable
to Nordstrom, Inc., net 107,080 62,000 (54,000)
Payments under notes payable to bank - (50,000) -
Proceeds from issuance of
long-term debt, net - - 91,644
Principal payments on long-term debt (58,000) (50,000) (50,000)
Cash dividends paid to Nordstrom, Inc. - (25,000) (75,000)
------- ------- -------
Net cash used in financing activities (29,704) (92,236) (93,106)
------- ------- -------
Net increase (decrease) in cash and
cash equivalents 133 (66) 52
Cash and cash equivalents at beginning
of year 91 157 105
------- ------- -------
Cash and cash equivalents at end of year $ 224 $ 91 $ 157
======= ======= =======
The accompanying Notes to Financial Statements are an integral part of these
statements.
15 of 21
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
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 (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 was 2% during the years ended January 31, 1999 and 1998,
and was increased to 2.3% effective February 1, 1999. In addition,
effective February 1, 1999, the Company began paying 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 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 generally
accepted accounting principles 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.
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NOTE 2 - NEW ACCOUNTING PRONOUNCEMENTS
SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities", as amended by SFAS No. 137, requires an entity to recognize all
derivatives as either assets or liabilities in the balance sheet and measure
those instruments at fair value. Adoption of this standard, on February 1,
2001, is not expected to 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 month-to-month agreement. Rent received
from the bank was $1,285 in 1999, 1998 and 1997. The Company also owns
property adjacent to the office building on which Nordstrom located its data
center during 1999. Rent received from Nordstrom in 1999 was $50.
Effective February 1, 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 in 1999 were $7.2 million.
NOTE 4 - INTEREST, NET
The components of interest, net are as follows:
Year ended January 31, 2000 1999 1998
- ---------------------- ------- ------- -------
Notes payable to Nordstrom, Inc. $ 6,611 $ 536 $ 767
Notes payable to bank - 1,624 2,789
Commercial paper 137 5,399 4,295
Long-term debt 20,460 24,027 28,624
------- ------- -------
Total interest cost 27,208 31,586 36,475
Less: Interest income (5) (39) (83)
------- ------- -------
Interest, net $27,203 $31,547 $36,392
======= ======= =======
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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, 2000
and 1999, amounts due to Nordstrom for income taxes totaled $1,600 and
$1,900 and are included in Accrued interest, taxes and other. The components
of income taxes are as follows:
Year ended January 31, 2000 1999 1998
- ---------------------- ------- ------- -------
Current income taxes:
Federal $12,360 $18,040 $14,770
State and local 833 925 395
------- ------- -------
Total current income taxes 13,193 18,965 15,165
Deferred income taxes (793) (1,865) 735
------- ------- -------
Total income taxes $12,400 $17,100 $15,900
======= ======= =======
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, 2000 and 1999, deferred tax assets are primarily
related to the securitization of the VISA Accounts.
NOTE 6 -CUSTOMER ACCOUNTS RECEIVABLE
Customer accounts receivable, net, consists of the following:
January 31, 2000 1999
- ----------- -------- --------
Accounts $559,357 $584,047
Master Trust Certificates 15,172 6,939
-------- --------
574,529 590,986
Holdback allowance (15,838) (24,543)
-------- --------
Customer accounts receivable, net $558,691 $566,443
======== ========
The Company has no credit risk with respect to the Accounts, as Nordstrom
bears the risk of credit loss with respect to these Accounts.
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 has 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
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NOTE 6 (CONTINUED)
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 investment in the Class B
certificate and the Seller's Interest.
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 the Bank for net
activity in Accounts, less service fees due the Bank. These amounts are
settled on a second business day basis.
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 (5.7% and 4.8% at January 31,
2000 and January 31, 1999, respectively) and are due upon demand.
The Company paid off its commercial paper during the first quarter of 1999.
A summary of notes payable and commercial paper is as follows:
Year ended January 31, 2000 1999 1998
- ---------------------- -------- -------- --------
Average daily borrowings outstanding:
Nordstrom $122,166 $ 10,178 $ 13,991
Other 2,598 127,853 126,501
Maximum amount outstanding:
Nordstrom 253,180 97,700 101,000
Other 78,784 198,754 191,102
Weighted average interest rate:
During the year:
Nordstrom 5.4% 5.3% 5.5%
Other 5.3% 5.5% 5.6%
At year-end:
Nordstrom 5.7% 4.8% -
Other - 5.2% 5.5%
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NOTE 9 - LONG-TERM DEBT
Long-term debt consists of the following:
January 31, 2000 1999
- ----------- -------- --------
Medium-term notes, 7.00% - 8.67%,
due 2000 - 2002 $145,350 $203,350
Notes payable, 6.7%, due 2005 100,000 100,000
-------- --------
Total long-term debt $245,350 $303,350
======== ========
Aggregate principal payments on long-term debt are as follows:
2000 - $57,600, 2001 - $11,000, 2002 - $76,750, 2003 - $0,
2004 - $0, and after 2004 - $100,000.
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, 2000 1999 1998
- ---------------------- ------- ------- -------
Cash paid during the year for:
Interest $27,996 $33,160 $35,210
Income taxes paid to Nordstrom 12,700 19,700 13,300
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, 2000 and 1999, estimated
using quoted market prices of the same or similar issues with the same
remaining term to maturity, was $240,319 and $316,583, respectively.
20 of 21
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, 1998 $26,793 $ - $40,440* $36,849 $30,384
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
* 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.
21 of 21
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 Incorporated by reference
from the Registrant's Form
10-K for the year ended January
31, 1991, Exhibit 3.2.
3.3 Amendment to the By-laws dated Incorporated by reference from
December 19, 1995 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
Nordstrom, Inc. 10.1.
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 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.
10.4 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.
10.5 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
10.6 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
10.7 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
10.8 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.
10.9 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.
27.1 Financial Data Schedule Filed herewith electronically.