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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, 1997
__________________
/ / 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 office) (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, $.50 par value
_______________________________
(Title of class)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. YES /X/ NO / /
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. /X/
On April 2, 1997 Registrant had 10,000 shares of Common stock ($.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 J(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 14 of this report, which is incorporated herein by
reference.
Item 2. Properties.
- --------------------
The Company owns an office building in Englewood, Colorado where it locates
its principal offices.
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, 1997. The Company's
common stock is owned entirely by Nordstrom, Inc ("Nordstrom"). The stock has
not been traded and, accordingly, no market value has been established. A
dividend of $50,000,000 was paid on August 30, 1996 to the holder of record of
common stock at the close of business on August 15, 1996. In addition, a
dividend of $50,000,000 was declared on January 30, 1997, payable on February
3, 1997 to the holder of record of common stock at the close of business on
January 31, 1997.
Item 6. Selected Financial Data.
- ---------------------------------
Not required under reduced disclosure format.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
- -------------------------------------------------------------------------
Service charge income increased in 1996 primarily due to a larger volume
of Nordstrom credit card receivables outstanding during the year. This
increase was partially offset by a reduction in revenues from the Company's
VISA card program as a result of the securitization of these receivables in the
third quarter, which is described in Note 1 and Note 5 to the financial
statements.
Bad debt expense and VISA service fees paid to Nordstrom National Credit Bank
decreased in 1996 due to the securitization of the VISA receivables.
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On August 30, 1996, a dividend of $50,000,000 was paid to Nordstrom and on
January 30, 1997 a dividend of $50,000,000 was declared payable to Nordstrom
on February 3, 1997.
As a net result of the securitization of the VISA receivables and the dividend
payments to Nordstrom, the Company expects service charge income, interest
expense, service fees paid to Nordstrom National Credit Bank, bad debt expense,
and net earnings to decrease in the future. The Company anticipates that the
effect of these decreases will be a slight reduction in the ratio of earnings
available for fixed charges to fixed charges.
The Company anticipates filing a shelf registration statement to register up to
$250 million in debt securities in the first quarter of 1997.
Certain other information required under this item is included in Note 1 and
Note 5 to the Financial Statements on pages 14 and 15 respectively, of this
report, which are incorporated herein by reference.
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 8 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
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.
3 of 19
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 8 of this Report is incorporated
herein by reference.
(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
(4.1) Indenture between Registrant and Norwest Bank Colorado, N.A.,
as successor trustee, dated November 15, 1984, the First
Supplement thereto dated January 15, 1988, the Second Supplement
thereto dated June 1, 1989, and the Third Supplement thereto dated
October 19, 1990 are hereby incorporated by reference from
Registration No. 33-3765, Exhibit 4.2; Registration No. 33-19743,
Exhibit 4.2; Registration No. 33-29193, Exhibit 4.3; and Registrant's
Annual Report on Form 10-K for the year ended January 31, 1991,
Exhibit 4.2, respectively.
(4.2) Trustee Resignation of Wells Fargo Bank (Colorado), N.A., (as success-
or to First Interstate Bank of Denver, N.A.), dated March 20, 1997
is filed herein as an Exhibit.
(4.3) Trustee Acceptance of Norwest Bank Colorado, N.A., dated March 20,
1997 is filed herein as an Exhibit.
4 of 19
(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) Operating Agreement for VISA Accounts and Receivables dated May 1,
1994 between Registrant and Nordstrom National Credit Bank is hereby
incorporated by reference from Registration No. 33-55905, Exhibit
10.1.
(10.4) Credit Agreement dated June 23, 1995 between Registrant and a group of
commercial banks is hereby incorporated by reference from the Regis-
trant's Form 10-Q for the quarter ended July 31,1995, Exhibit 10.1.
(10.5) Loan Agreement dated November 24, 1992 between Registrant and Nord-
strom, Inc. is hereby incorporated by reference from the Registrant's
Form 10-K for the year ended January 31, 1993, Exhibit 10.6.
(10.6) Loan Agreement dated June 10, 1985, as amended May 19, 1994, between
Registrant and Morgan Guaranty Trust Company of New York is hereby
incorporated by reference from the Registrant's Form 10-K for the year
ended January 31, 1995, Exhibit 10.10.
(10.7) Amendment to the Credit Agreement dated June 23, 1995 between
Registrant and a group of commercial banks, dated June 30, 1996
is hereby incorporated by reference from the Registrant's Form 10-Q
for the quarter ended October 31, 1996, Exhibit 10.2.
(10.8) 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.
(10.9) Agreement to terminate the Operating Agreement for VISA Accounts
and Receivables dated May 1, 1994 between Registrant and Nordstrom
National Credit Bank, dated August 14, 1996 is hereby incorporated by
reference from the Registrant's Form 10-Q for the quarter ended
October 31, 1996, Exhibit 10.1.
(10.10) Receivables Purchase Agreement dated August 14, 1996 between
Registrant and Nordstrom, Inc. is filed herein as an Exhibit.
(10.11) Participation Agreement dated August 14, 1996 between Registrant and
Nordstrom National Credit Bank is filed herein as an Exhibit.
(12.1) Computation of Ratio of Earnings Available for Fixed Charges to
Fixed Charges is filed herein as an Exhibit.
(27.1) Financial Data Schedule is filed herein as an Exhibit.
5 of 19
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.
6 of 19
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 2, 1997 by /s/ John A. Goesling
__________________ ____________________________________________
John A. Goesling
Executive Vice President and Treasurer
(Principal Accounting and 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 Regis-
trant and in the capacities and on the date indicated.
/s/ John A. Goesling /s/ John J. Whitacre
_____________________________________ _____________________________________
John A. Goesling John J. Whitacre
Director, Executive Vice President Director
and Treasurer
(Principal Accounting and Financial
Officer)
/s/ John C. Walgamott
_____________________________________
John C. Walgamott
Director and President
(Principal Executive Officer)
Date April 2, 1997
______________________
7 of 19
NORDSTROM CREDIT, INC.
INDEX TO FINANCIAL STATEMENTS AND SCHEDULE
Page
Number
------
Independent Auditors' Report 9
Statements of Earnings 10
Balance Sheets 11
Statements of Investment of Nordstrom, Inc. 12
Statements of Cash Flows 13
Notes to Financial Statements 14
Additional financial information required to be furnished -
Financial Statement Schedule:
II - Valuation and Qualifying Accounts 19
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.
8 of 19
INDEPENDENT AUDITORS' REPORT
Board of Directors
Nordstrom Credit, Inc.
Englewood, Colorado
We have audited the accompanying balance sheets of Nordstrom Credit, Inc. as of
January 31, 1997 and 1996, 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, 1997. Our audits also included the financial statement
schedule listed in Item 14(a)2. 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 generally accepted auditing
standards. 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 esti-
mates 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, such financial statements present fairly, in all material
respects, the financial position of Nordstrom Credit, Inc. as of January 31,
1997 and 1996, and the results of its operations and its cash flows for each of
the three years in the period ended January 31, 1997, in conformity with
generally accepted accounting principles. 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
March 7, 1997
9 of 19
NORDSTROM CREDIT, INC.
STATEMENTS OF EARNINGS
(Dollars in thousands)
Year Ended January 31, 1997 1996 1995
- ---------------------- ------- ------- -------
Revenue:
Service charge income $128,240 $122,973 $92,592
Rental income from Nordstrom
National Credit Bank 1,225 1,044 1,044
------- ------- -------
Total revenue 129,465 124,017 93,636
Expenses:
Interest, net 40,649 42,157 31,074
Service fees paid to Nordstrom
National Credit Bank 30,381 32,558 28,056
Bad debts 7,520 12,752 940
Other general and administrative 1,539 1,464 1,521
------- ------- -------
Total expenses 80,089 88,931 61,591
------- ------- -------
Earnings before income taxes and
extraordinary item 49,376 35,086 32,045
Income taxes 17,800 12,600 11,600
------- ------- -------
Earnings before
extraordinary item 31,576 22,486 20,445
Extraordinary charge related to the
early extinguishment of debt, net
of income taxes of $900 1,452 - -
------ ------- ------
Net earnings $ 30,124 $ 22,486 $20,445
======= ======= =======
Ratio of earnings available for
fixed charges to fixed charges 2.14 1.83 2.03
======= ======= =======
The accompanying Notes to Financial Statements are an integral part of these
statements.
10 of 19
NORDSTROM CREDIT, INC.
BALANCE SHEETS
(Dollars in thousands)
January 31, 1997 1996
- ----------- -------- --------
ASSETS
- ------
Cash and cash equivalents $ 105 $ 91
Customer accounts receivable, net 689,550 874,858
Other receivables 13,874 7,217
Property and equipment, net 5,071 5,396
Other assets 1,506 2,122
-------- --------
$710,106 $889,684
======== ========
LIABILITIES AND INVESTMENT OF NORDSTROM, INC.
- ---------------------------------------------
Notes payable to Nordstrom, Inc. $ 54,000 $ 86,000
Notes payable to bank 50,000 50,000
Commercial paper 113,770 182,501
Accrued interest, taxes and other 8,553 9,424
Dividend payable to Nordstrom, Inc. 50,000 -
Long-term debt 311,000 369,100
-------- --------
Total liabilities 587,323 697,025
Investment of Nordstrom, Inc. 122,783 192,659
-------- --------
$710,106 $889,684
======== ========
The accompanying Notes to Financial Statements are an integral part of these
statements.
11 of 19
NORDSTROM CREDIT, INC.
STATEMENTS OF INVESTMENT OF NORDSTROM, INC.
(Dollars in thousands except per share amount)
Common Stock, $.50 par value,
100,000 shares authorized
------------------------- Retained
Shares Amount Earnings Total
------ ------ -------- -----
Balance at
February 1, 1994 10,000 $55,058 $ 94,670 $149,728
Net earnings - - 20,445 20,445
------ ------- ------- --------
Balance at
January 31, 1995 10,000 55,058 115,115 170,173
Net earnings - - 22,486 22,486
------ ------- ------- --------
Balance at
January 31, 1996 10,000 55,058 137,601 192,659
Net earnings - - 30,124 30,124
Dividends declared
($10,000 per share) (100,000) (100,000)
------ ------- ------- --------
Balance at
January 31, 1997 10,000 $55,058 $ 67,725 $122,783
====== ======= ======== ========
The accompanying Notes to Financial Statements are an integral part of these
statements.
12 of 19
NORDSTROM CREDIT, INC.
STATEMENTS OF CASH FLOWS
(Dollars in thousands)
Year Ended January 31, 1997 1996 1995
- ---------------------- ------- ------- -------
OPERATING ACTIVITIES:
Earnings before extraordinary item $ 31,576 $ 22,486 $ 20,445
Adjustments to reconcile net earnings
to net cash provided by
operating activities:
Extraordinary charge related to the
early extinguishment of debt, net of
income taxes of $900 (1,452) - -
Depreciation and amortization 1,212 772 924
Change in:
Other receivables (6,657) (2,410) (830)
Accrued interest, taxes and other (871) (1,539) 1,298
------- ------- -------
Net cash provided by operating activities 23,808 19,309 21,837
------- ------- -------
INVESTING ACTIVITIES:
Increase in investment in
customer accounts receivable, net (17,580) (218,595) (91,768)
Sale of customer accounts
receivable to Nordstrom, Inc. 202,888 - -
Additions to property and equipment, net - (35) (30)
------- ------- -------
Net cash provided by (used in)
investing activities 185,308 (218,630) (91,798)
------- ------- -------
FINANCING ACTIVITIES:
(Decrease) increase in notes payable
to Nordstrom, Inc. (32,000) (62,000) 35,500
Increase in notes payable to bank - - 25,000
(Decrease) increase in commercial paper (68,731) 145,113 22,051
Proceeds from issuance of
long-term debt 57,729 140,859 49,656
Principal payments on long-term debt (116,100) (25,000) (63,500)
Cash dividends paid to Nordstrom, Inc. (50,000) - -
------- ------- -------
Net cash (used in) provided by
financing activities (209,102) 198,972 68,707
------- ------- -------
Net increase (decrease) in cash and
cash equivalents 14 (349) (1,254)
Cash and cash equivalents at beginning
of year 91 440 1,694
------- ------- -------
Cash and cash equivalents at end of year $ 105 $ 91 $ 440
======== ======= =======
The accompanying Notes to Financial Statements are an integral part of these
statements.
13 of 19
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 15, 1996, through purchases by customers using the Nordstrom
National Credit Bank (the "Bank") VISA cards ("VISA Accounts"). The Accounts
and the VISA Accounts are originated 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 averaged
1.59% in 1994, 1.66% in 1995 and 1.83% in 1996, and is currently 2%.
Prior to August 15, 1996, the Company and the Bank were also parties to an
Operating Agreement for VISA Accounts and Receivables dated May 1, 1994 (the
"VISA Operating Agreement"), under which the Company purchased VISA Accounts
from the Bank under the same terms and conditions as the Operating Agreement
except for the allowance for the amounts to be written off. Amounts written
off were charged to the Company, except amounts written off with respect to
sales occurring at Nordstrom stores, which were indemnified by Nordstrom.
Pursuant to the terms of the VISA Operating Agreement, the Bank performed the
servicing functions for the VISA Accounts and the Company paid the Bank a
servicing fee which was determined on the same basis as the servicing fee for
the Accounts.
As described more fully in Note 5, on August 15, 1996, the Company sold substan-
tially all of its outstanding VISA receivables to Nordstrom in connection with
a securitization of the receivables. As a result of this transaction, the VISA
Operating Agreement was terminated. The Company no longer purchases and
finances receivables generated through the use of the Bank's VISA card, and the
Bank securitizes all new VISA receivables through a trust.
The Company and Nordstrom are parties to an Investment Agreement dated October
8, 1984 (the "Investment Agreement") which, among other things, governs owner-
ship 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.
14 of 19
NOTE 2 - RENTAL INCOME
The Company owns an office building in Englewood, Colorado, and leases space in
the building to the Bank under a month-to-month agreement. Monthly rent was
$87 in 1994 and 1995, and increased to $107 per month in May, 1996.
NOTE 3 - INTEREST EXPENSE
The components of net interest expense are as follows:
Year ended January 31, 1997 1996 1995
- ---------------------- ------- ------- -------
Notes payable to Nordstrom, Inc. $ 2,115 $ 4,273 $ 2,940
Notes payable to bank 2,705 2,942 1,766
Commercial paper 9,998 7,242 3,320
Long-term debt 25,884 27,788 23,161
------- ------- -------
Total interest expense 40,702 42,245 31,187
Less: Interest income (53) (88) (113)
------- ------- -------
Interest, net $40,649 $42,157 $31,074
======= ======= =======
NOTE 4 - 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, 1997 and 1996,
amounts due to Nordstrom for income taxes totaled $1,900 and $1,200. The
Company has no significant deferred taxes.
NOTE 5 -CUSTOMER ACCOUNTS RECEIVABLE
Customer accounts receivable, net, consists of the following:
January 31, 1997 1996
- ----------- -------- --------
Accounts $687,605 $690,756
VISA Accounts - 213,495
Master Trust Certificates 28,738 -
-------- --------
716,343 904,251
Holdback allowance (26,793) (29,393)
-------- --------
Customer accounts receivable, net $689,550 $874,858
======== ========
The Company has no credit risk with respect to the Accounts, as Nordstrom bears
the risk of credit loss with respect to these Accounts.
15 of 19
NOTE 5 (continued)
On August 15, 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 receiv-
ables to the Nordstrom Credit Card Master Trust (the "Trust") in return for
certificates representing undivided interests in the Trust. A Class A certi-
ficate 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 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 receivables 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 receivables
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. The
Company's investment in the Class B certificate and the Seller's Interest
(the "Master Trust Certificates") is included in customer accounts receivable.
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 6 - OTHER RECEIVABLES
Other receivables consists 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. At January 31, 1997, the amount also includes
funds advanced to the Bank totaling $8,684, and bearing interest at 5.4%, which
were repaid on February 5, 1997.
NOTE 7 - NOTES PAYABLE AND COMMERCIAL PAPER
The notes payable to bank represents amounts borrowed from a commercial bank
as fiduciary under a master note agreement which provides for borrowings up to
$50,000. Borrowings under the Agreement bear interest at floating rates based
on a published short-term interest rate composite index (5.3% and 5.4% at
January 31, 1997 and 1996) and mature up to six months from the date of
borrowing or on demand.
The notes payable to Nordstrom, Inc. represents amounts borrowed from Nordstrom
under an Agreement dated November 24, 1992 which provides for borrowings from
time to time, depending on seasonal cash flow requirements. Borrowings under
the Agreement bear interest at floating rates based on a published short-term
interest rate composite index (5.3% and 5.4% at January 31, 1997 and 1996) and
mature up to six months from the date of borrowing or on demand.
16 of 19
NOTE 7 (continued)
Commercial paper outstanding at January 31, 1997 bears interest at 5.3% to
5.5%, and matures from February 3, 1997 to March 31, 1997.
A summary of notes payable and commercial paper is as follows:
Year ended January 31, 1997 1996 1995
- ---------------------- -------- -------- --------
Average daily borrowings
outstanding:
Nordstrom $ 39,090 $ 72,843 $ 60,651
Other 234,191 172,178 104,722
Maximum amount outstanding:
Nordstrom 173,000 191,500 204,000
Other 338,597 303,072 209,605
Weighted average interest rate:
During the year:
Nordstrom 5.4% 5.9% 4.8%
Other 5.4% 5.9% 4.9%
At year-end:
Nordstrom 5.3% 5.4% 6.0%
Other 5.3% 5.5% 6.0%
The Company has a $300,000 unsecured line of credit with a group of commercial
banks which is available as liquidity support for notes payable to bank and
commercial paper issued by the Company, and expires June 30, 2001. Under the
terms of the line of credit agreement, the Company must, among other things,
comply with the terms of the Investment Agreement between the Company and
Nordstrom and the Operating Agreement between the Company and the Bank, and
maintain a ratio of total debt to tangible net worth no greater than 7 to 1.
Amounts due to Nordstrom, the Bank and other affiliates are subordinated to
borrowings under the line of credit agreement. The Company pays commitment
fees for the line in lieu of compensating balance requirements.
The carrying amount of the notes payable and commercial paper approximates fair
value because of the short maturity of these instruments.
NOTE 8 - LONG-TERM DEBT
Long-term debt consists of the following:
January 31, 1997 1996
- ----------- -------- --------
Medium-term notes, 6.875% - 9.6%,
due 1997- 2001 $211,000 $226,000
Notes payable, 6.7%, due 2005 100,000 100,000
Sinking fund debentures, 9.375%,
due 2016 - 43,100
-------- --------
Total long-term debt $311,000 $369,100
======== ========
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NOTE 8 (continued)
During the first quarter of 1996, the Company elected to prepay $43,100 of its
9.375% sinking fund debentures in order to take advantage of lower short-term
interest rates. This resulted in an extraordinary charge of $1,452, net of
applicable income taxes of $900. The premium paid has not been included as a
fixed charge for the calculation of the ratio of earnings available for fixed
charges to fixed charges.
Aggregate principal payments on long-term debt for the next five fiscal
years are as follows: 1997 - $50,000, 1998 - $50,000, 1999 - $58,000,
2000 - $42,000, and 2001 - $11,000.
The fair value of long-term debt at January 31, 1997 and 1996, estimated using
quoted market prices of the same or similar issues with the same remaining
maturity, was approximately $317,000 and $403,000.
NOTE 9 - 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, 1997 1996 1995
- ---------------------- ------- ------- -------
Cash paid during the year for:
Interest $43,721 $41,268 $30,005
Income taxes paid to
Nordstrom, Inc. 16,200 12,900 11,692
On January 30, 1997, the Company declared a dividend payable to Nordstrom, Inc.
of $50,000 which was paid on February 3, 1997.
18 of 19
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, 1995 $23,145 $ 940 $19,279* $20,406 $22,958
Year ended
January 31, 1996 $22,958 $12,752 $26,837* $33,154 $29,393
Year ended
January 31, 1997 $29,393 $ 7,520 $43,832* $53,952 $26,793
* 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 and VISA Accounts generated through sales
at Nordstrom stores.
19 of 19
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.
4.1 Indenture between Registrant and Incorporated by reference from
Norwest Bank Colorado, N.A., Registration No. 33-3765, Exhibit
as successor trustee, dated 4.2; Registration No. 33-19743,
November 15, 1984, the First Sup- Exhibit 4.2; Registration No.
plement thereto dated January 15, 33-29193, Exhibit 4.3; and
1988, the Second Supplement thereto Registrant's Annual Report on Form
dated June 1, 1989, and the Third 10-K for the year ended January 31,
Supplement thereto dated October 1991, Exhibit 4.2, respectively.
19, 1990
4.2 Trustee Resignation of Wells Fargo Filed herewith electronically.
Bank (Colorado), N.A., (as successor
to First Interstate Bank of Denver,
N.A.), dated March 20, 1997
4.3 Trustee Acceptance of Norwest Bank Filed herewith electronically.
Colorado, N.A., dated March 20,
1997
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 Operating Agreement for VISA Incorporated by reference from
Accounts and Receivables Registration No. 33-55905, Exhibit
dated May 1, 1994 between 10.1.
Registrant and Nordstrom
National Credit Bank
10.4 Credit Agreement dated June 23, 1995 Incorporated by reference from
between Registrant and a group of Registrant's Form 10-Q for the
commercial banks quarter ended July 31, 1995,
Exhibit 10.1.
10.5 Loan Agreement dated November 24, Incorporated by reference from
1992 between Registrant and Registrant's Form 10-K for the
Nordstrom, Inc. year ended January 31, 1993,
Exhibit 10.6.
10.6 Loan Agreement dated June 10, 1985, Incorporated by reference from
as amended May 16, 1994, between Registrant's Form 10-K for the
Registrant and Morgan Guaranty year ended January 31, 1995,
Trust Company of New York Exhibit 10.10.
10.7 Amendment to the Credit Agreement Incorporated by reference from
dated June 23, 1995 between Regis- Registrant's Form 10-Q for the
trant and a group of commercial quarter ended October 31, 1996,
banks, dated June 30, 1996 Exhibit 10.2.
10.8 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
10.9 Agreement to terminate the Oper- Incorporated by reference from
ating Agreement for VISA Accounts Registrant's Form 10-Q for the
and Receivables dated May 1, 1994 quarter ended October 31, 1996,
between Registrant and Nordstrom Exhibit 10.1.
National Credit Bank, dated August
14, 1996
10.10 Receivables Purchase Agreement dated Filed herewith electronically.
August 14, 1996 between Registrant
and Nordstrom, Inc.
10.11 Participation Agreement dated August Filed herewith electronically.
14, 1996 between Registrant and
Nordstrom National Credit Bank
12.1 Computation of Ratio of Earnings Filed herewith electronically.
Available for Fixed Charges to
Fixed Charges
27.1 Financial Data Schedule Filed herewith electronically.