<PAGE>
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, 1998
/ / 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, $.50 par value
_______________________________
(Title of class)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES /X/ NO / /
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. / /
On April 2, 1998 Registrant had 10,000 shares of Common stock ($.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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<PAGE>
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, 1998. 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. A dividend of
$50,000,000 was paid on February 3, 1997 to the holder of record of common
stock at the close of business on January 31, 1997. In addition, a dividend
of $25,000,000 was paid on January 30, 1998 to the holder of record of common
stock at the close of business on January 15, 1998.
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 decreased in 1997 due primarily to a reduction in
revenues from the Company's VISA card program as a result of the securitization
of these receivables in August 1996, which is described in Note 1 and Note 5 to
the financial statements.
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<PAGE>
Interest expense decreased in 1997 due primarily to lower levels of short-term
debt outstanding.
Service fees paid to Nordstrom National Credit Bank (the "Bank") decreased for
1997 due primarily to the securitization of the VISA receivables. The decrease
was partially offset by an increase in fees paid to the Bank for servicing the
Nordstrom customer accounts receivable due to an increase in the service fee
rate from 1.65% to 2%, effective August, 1996.
Bad debt expense decreased in 1997 due to the securitization of the VISA
receivables.
The Company recognizes that its operations may be negatively affected by Year
2000 software issues, primarily from its interactions with the Bank, which
services all customer accounts receivable for the Company. The Bank is
addressing the Year 2000 impact by replacing or upgrading its computer systems
to make them Year 2000 compliant. The Company believes all necessary work
will be completed by the Bank in a timely fashion.
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.
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<PAGE>
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 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.
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<PAGE>
(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
hereby incorporated by reference from the Registrant's Form 10-K for
the year ended January 31, 1997, Exhibit 4.2.
(4.3) Trustee Acceptance of Norwest Bank Colorado, N.A., dated March 20,
1997 is hereby incorporated by reference from the Registrant's Form
10-K for the year ended January 31, 1997, Exhibit 4.3.
(4.4) Indenture between Registrant and Norwest Bank Colorado, N.A., as
trustee, dated April 22, 1997 is hereby incorporated by reference from
Registration No. 333-24757, Exhibit 4.1.
(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 July 24, 1997 between Registrant and a group of
commercial banks is hereby incorporated by reference from the
Registrant's Form 10-Q for the quarter ended July 31,1997, Exhibit
10.1.
(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) Loan Agreement dated June 10, 1985, as amended May 16, 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.
(10.8) Second Amendment to the Loan Agreement dated June 10, 1985, as amended
May 16, 1994, between Registrant and Morgan Guaranty Trust Company of
New York dated September 3, 1997, is hereby incorporated by reference
from the Registrant's Form 10-Q for the quarter ended October 31,
1997, Exhibit 10.3.
(10.9) 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.
(10.10) 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.
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(10.11) 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.
(10.12) 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.
(10.13) 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 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.
(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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<PAGE>
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 March 31, 1998 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
Registrant 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/ J. Daniel Nordstrom
_____________________________________
J. Daniel Nordstrom
Director
Date March 31, 1998
______________________
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<PAGE>
NORDSTROM CREDIT, INC.
INDEX TO FINANCIAL STATEMENTS AND SCHEDULE
<TABLE>
<CAPTION>
Page
Number
------
<S> <C>
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
<FN>
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.
</TABLE>
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<PAGE>
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, 1998 and 1997, 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, 1998. Our audits also included the financial statement
schedule listed in the accompanying Index to Financial Statements and Schedule.
These financial statments 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
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, such financial statements present fairly, in all material
respects, the financial position of Nordstrom Credit, Inc. as of January 31,
1998 and 1997, and the results of its operations and its cash flows for each of
the three years in the period ended January 31, 1998, 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 9, 1998
<PAGE>
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NORDSTROM CREDIT, INC.
STATEMENTS OF EARNINGS
(Dollars in thousands)
<TABLE>
<CAPTION>
Year Ended January 31, 1998 1997 1996
- ---------------------- ------- ------- -------
<S> <C> <C> <C>
Revenue:
Service charge income $108,582 $128,240 $122,973
Rental income from Nordstrom
National Credit Bank 1,285 1,225 1,044
------- ------- -------
Total revenue 109,867 129,465 124,017
Expenses:
Interest, net 36,392 40,649 42,157
Service fees paid to Nordstrom
National Credit Bank 29,122 30,381 32,558
Bad debts - 7,520 12,752
Other general and administrative 1,394 1,539 1,464
------- ------- -------
Total expenses 66,908 80,089 88,931
------- ------- -------
Earnings before income taxes and
extraordinary item 42,959 49,376 35,086
Income taxes 15,900 17,800 12,600
------- ------- -------
Earnings before
extraordinary item 27,059 31,576 22,486
Extraordinary charge related to the
early extinguishment of debt, net
of income taxes of $900 - 1,452 -
------- ------- -------
Net earnings $ 27,059 $ 30,124 $ 22,486
======= ======= =======
Ratio of earnings available for
fixed charges to fixed charges 2.18 2.14 1.83
======= ======= =======
<FN>
The accompanying Notes to Financial Statements are an integral part of these
statements.
</TABLE>
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<PAGE>
NORDSTROM CREDIT, INC.
BALANCE SHEETS
(Dollars in thousands)
<TABLE>
<CAPTION>
January 31, 1998 1997
- ----------- -------- --------
<S> <C> <C>
ASSETS
- ------
Cash and cash equivalents $ 157 $ 105
Customer accounts receivable, net 636,420 689,550
Other receivables 6,138 13,874
Property and equipment, net 4,786 5,071
Other assets 1,630 1,506
-------- --------
$649,131 $710,106
======== ========
LIABILITIES AND INVESTMENT OF NORDSTROM, INC.
- ---------------------------------------------
Notes payable to bank $ 50,000 $ 50,000
Commercial paper 108,020 113,770
Notes payable to Nordstrom, Inc. - 54,000
Accrued interest, taxes and other 12,919 8,553
Dividend payable to Nordstrom, Inc. - 50,000
Long-term debt 353,350 311,000
-------- --------
Total liabilities 524,289 587,323
Investment of Nordstrom, Inc. 124,842 122,783
-------- --------
$649,131 $710,106
======== ========
<FN>
The accompanying Notes to Financial Statements are an integral part of these
statements.
</TABLE>
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<PAGE>
NORDSTROM CREDIT, INC.
STATEMENTS OF INVESTMENT OF NORDSTROM, INC.
(Dollars in thousands except per share amount)
<TABLE>
<CAPTION>
Common Stock, $.50 par value,
100,000 shares authorized
------------------------- Retained
Shares Amount Earnings Total
------ ------ -------- -----
<S> <C> <C> <C> <C>
Balance at
February 1, 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
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
====== ======= ======== ========
<FN>
The accompanying Notes to Financial Statements are an integral part of these
statements.
</TABLE>
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<PAGE>
NORDSTROM CREDIT, INC.
STATEMENTS OF CASH FLOWS
(Dollars in thousands)
<TABLE>
<CAPTION>
Year Ended January 31, 1998 1997 1996
- ---------------------- ------- ------- -------
<S> <C> <C> <C>
OPERATING ACTIVITIES:
Earnings before extraordinary item $ 27,059 $ 31,576 $ 22,486
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 873 1,212 772
Change in:
Other receivables 7,736 (6,657) (2,410)
Accrued interest, taxes and other 4,366 (871) (1,539)
------- ------- -------
Net cash provided by operating activities 40,034 23,808 19,309
------- ------- -------
INVESTING ACTIVITIES:
Decrease (increase) in investment in
customer accounts receivable, net 53,130 (17,580) (218,595)
Sale of customer accounts
receivable to Nordstrom, Inc. - 202,888 -
Additions to property and equipment, net (6) - (35)
------- ------- -------
Net cash provided by (used in)
investing activities 53,124 185,308 (218,630)
------- ------- -------
FINANCING ACTIVITIES:
(Decrease) increase in commercial paper (5,750) (68,731) 145,113
Decrease in notes payable
to Nordstrom, Inc. (54,000) (32,000) (62,000)
Proceeds from issuance of
long-term debt, net 91,644 57,729 140,859
Principal payments on long-term debt (50,000) (116,100) (25,000)
Cash dividends paid to Nordstrom, Inc. (75,000) (50,000) -
------- ------- -------
Net cash (used in) provided by
financing activities (93,106) (209,102) 198,972
------- ------- -------
Net increase (decrease) in cash and
cash equivalents 52 14 (349)
Cash and cash equivalents at beginning
of year 105 91 440
------- ------- -------
Cash and cash equivalents at end of year $ 157 $ 105 $ 91
======= ======= =======
<FN>
The accompanying Notes to Financial Statements are an integral part of these
statements.
</TABLE>
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<PAGE>
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
1.66% in 1995, 1.83% in 1996, and has been 2% since August, 1996.
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
substantially 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
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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<PAGE>
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 1995, and increased to $107 per month in May, 1996.
NOTE 3 - INTEREST EXPENSE
The components of net interest expense are as follows:
<TABLE>
<CAPTION>
Year ended January 31, 1998 1997 1996
- ---------------------- ------- ------- -------
<S> <C> <C> <C>
Notes payable to Nordstrom, Inc. $ 767 $ 2,115 $ 4,273
Notes payable to bank 2,789 2,705 2,942
Commercial paper 4,295 9,998 7,242
Long-term debt 28,624 25,884 27,788
------- ------- -------
Total interest expense 36,475 40,702 42,245
Less: Interest income (83) (53) (88)
------- ------- -------
Interest, net $36,392 $40,649 $42,157
======= ======= =======
</TABLE>
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, 1998 and 1997,
amounts due to Nordstrom for income taxes totaled $4,500 and $1,900 and are
included in Accrued interest, taxes and other. The Company has no significant
deferred taxes.
NOTE 5 -CUSTOMER ACCOUNTS RECEIVABLE
Customer accounts receivable, net, consists of the following:
<TABLE>
<CAPTION>
January 31, 1998 1997
- ----------- -------- --------
<S> <C> <C>
Accounts $651,515 $687,605
Master Trust Certificates 15,289 28,738
-------- --------
666,804 716,343
Holdback allowance (30,384) (26,793)
-------- --------
Customer accounts receivable, net $636,420 $689,550
======== ========
<FN>
The Company has no credit risk with respect to the Accounts, as Nordstrom bears
the risk of credit loss with respect to these Accounts.
</TABLE>
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<PAGE>
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 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 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, 1998 and 1997, the amount also
includes funds advanced to the Bank totaling $2,500 and $8,684 respectively.
Such amounts were subject to interest rates of 5.5% and 5.4%, and were repaid
on February 20, 1998 and February 5, 1997, respectively.
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. Until September 3, 1997, borrowings under the Agreement bore interest
at floating rates based on a published short-term interest rate composite index
(5.3% at January 31, 1997). Thereafter, borrowings under the Agreement bear
interest at floating rates based on a published LIBOR rate (5.5% at January 31,
1998). The borrowings 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 July 17, 1997. The Agreement provides for borrowings
from time to time, depending on seasonal cash flow requirements. Until
September 3, 1997, borrowings under the Agreement bore interest at floating
rates based on a published short-term interest rate composite index (5.3% at
January 31, 1997). Thereafter, borrowings under the Agreement bear interest
at floating rates based on a published LIBOR rate (5.5% at January 31, 1998)
and are due upon demand.
16 of 19
<PAGE>
NOTE 7 (continued)
Commercial paper outstanding at January 31, 1998 bears interest at 5.4% to
5.8%, and matures from February 2, 1998 to March 25, 1998.
A summary of notes payable and commercial paper is as follows:
<TABLE>
<CAPTION>
Year ended January 31, 1998 1997 1996
- ---------------------- -------- -------- --------
<S> <C> <C> <C>
Average daily borrowings
outstanding:
Nordstrom $ 13,991 $ 39,090 $ 72,843
Other 126,501 234,191 172,178
Maximum amount outstanding:
Nordstrom 101,000 173,000 191,500
Other 191,102 338,597 303,072
Weighted average interest rate:
During the year:
Nordstrom 5.5% 5.4% 5.9%
Other 5.6% 5.4% 5.9%
At year-end:
Nordstrom - 5.3% 5.4%
Other 5.5% 5.3% 5.5%
</TABLE>
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 July 23, 2002. 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 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.
NOTE 8 - LONG-TERM DEBT
Long-term debt consists of the following:
<TABLE>
<CAPTION>
January 31, 1998 1997
- ----------- -------- --------
<S> <C> <C>
Medium-term notes, 6.875% - 9.6%,
due 1998- 2002 $253,350 $211,000
Notes payable, 6.7%, due 2005 100,000 100,000
-------- --------
Total long-term debt $353,350 $311,000
======== ========
</TABLE>
17 of 19
<PAGE>
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.
During the first quarter of 1997, the Company filed a shelf registration
statement on Form S-3 to register up to $250 million in debt securities, and
issued $92.4 million in medium-term notes under the registration.
Aggregate principal payments on long-term debt for the next five fiscal
years are as follows: 1998 - $50,000, 1999 - $58,000, 2000 - $57,600,
2001 - $11,000, and 2002 - $76,750.
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:
<TABLE>
<CAPTION>
Year Ended January 31, 1998 1997 1996
- ---------------------- ------- ------- -------
<S> <C> <C> <C>
Cash paid during the year for:
Interest $35,210 $43,721 $41,268
Income taxes paid to
Nordstrom, Inc. 13,300 16,200 12,900
</TABLE>
NOTE 10-FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying amount of the 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, 1998 and 1997, estimated using
quoted market prices of the same or similar issues with the same remaining
maturity, was approximately $363,000 and $317,000, respectively.
18 of 19
<PAGE>
NORDSTROM CREDIT, INC.
SCHEDULE II - VALUATION AND
QUALIFYING ACCOUNTS
(Dollars in thousands)
<TABLE>
<CAPTION>
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
- ----------- ----------- --------- -------- ---------- -------
<S> <C> <C> <C> <C> <C>
Holdback allowance -
customer accounts
receivable
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
Year ended
January 31, 1998 $26,793 $ - $40,440* $36,849 $30,384
<FN>
* 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.
</TABLE>
19 of 19
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INDEX
EXHIBIT METHOD OF FILING
- ------------------------------------------ -----------------------------------
<S> <C> <C>
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 Incorporated by reference from
Bank (Colorado), N.A., (as success- Registrant's Form 10-K for the
or to First Interstate Bank of year ended January 31, 1997,
Denver, N.A.), dated March 20,1997 Exhibit 4.2.
4.3 Trustee Acceptance of Norwest Bank Incorporated by reference from
Colorado, N.A., dated March 20, Registrant's Form 10-K for the
1997 year ended January 31, 1997,
Exhibit 4.3.
4.4 Indenture between Registrant and Incorporated by reference from
Norwest Bank Colorado, N.A., as Registration No. 333-24757,
trustee, dated April 22, 1997 Exhibit 4.1.
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 July 24, 1997 Incorporated by reference from
between Registrant and a group of Registrant's Form 10-Q for the
commercial banks quarter ended July 31, 1997,
Exhibit 10.1.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
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 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.
10.8 Second Amendment to the Loan Agree- Incorporated by reference from
ment dated June 10, 1985, as amended Registrant's Form 10-Q for the
May 16, 1994, between Registrant and quarter ended October 31, 1997,
Morgan Guaranty Trust Company of Exhibit 10.3.
New York, dated September 3, 1997
10.9 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
10.10 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
10.11 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.
10.12 Participation Agreement dated August 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.
10.13 Amendment to the Series 1996-A Filed herewith electronically.
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
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.
</TABLE>
<PAGE>
FIRST AMENDMENT (this "Amendment"), dated as of December 10, 1997, to
the SERIES 1996-A SUPPLEMENT, by and among NORDSTROM NATIONAL CREDIT
BANK, a national banking association (the "Transferor" and "Servicer"),
NORDSTROM CREDIT, INC., a Colorado corporation, and NORWEST BANK
COLORADO, NATIONAL ASSOCIATION, as trustee (together with its successors
in trust thereunder as provided in the Agreement referred to below, the
"Trustee").
WHEREAS, the Transferor, the Servicer and the Trustee have heretofore
executed and delivered a Series 1996-A Supplement, dated as of August
14, 1996 (the "Series Supplement") to the Master Pooling and Servicing
Agreement" and as supplemented by the Series Supplement, the
"Agreement"), among the Transferor, the Servicer, Nordstrom Credit,
Inc., and the Trustee providing for the issuance by the Nordstrom Credit
Card Master Trust (the "Trust") of two classes of certificates
(collectively, the "Series 1996-A Certificates");
WHEREAS, this amendment is being entered into pursuant to Section
13.1(b) of the Agreement;
WHEREAS, each Series 1997-A Certificateholder, the Agent, the
Administrative Agent and each Bank Investor is consenting to this
Amendment as evidenced by their respective signatures on the signature
pages hereto;
WHEREAS, all other conditions precedent to the execution of this
Amendment have been complied with;
NOW THEREFORE, the Transferor, the Servicer, Nordstrom Credit, Inc. and
the Trustee are executing and delivering this Amendment in order to
amend the provisions of the Series Supplement in the manner set forth
below.
Capitalized terms used herein as defined terms but not defined herein
shall have the meaning assigned to them in the Series Supplement.
SECTION 1. Amendments. Section 10 (xii) of the Series Supplement is
hereby amended by adding the following phrase at the beginning of such
clause: "at any time that Nordstrom Credit, Inc.'s senior unsecured long
term debt is not rated at least A and A2 by Standard & Poor's and
Moody's, respectively."
SECTION 2. Ratification of the Series Supplement. As amended by the
Amendment, the Series Supplement is in all respects ratified and
confirmed, and the Series Supplement, as so amended by this Amendment,
shall be read, taken, and construed as one and the same instrument.
This Amendment has been executed and delivered solely for the purpose of
providing for the amendments set forth in Section 1 hereof, and nothing
herein expressed or implied shall constitute: (i) an amendment,
supplement or other modification to any other term, provision or
condition contained in the Agreement; (ii) a waiver of any right,
remedy, power or privilege of any Investor Certificateholder thereunder;
or (iii) a waiver of the performance, compliance or observance by the
Transferor or the Servicer of any of their respective covenants,
obligations or other agreements contained therein. By executing this
Amendment, each of the Transferor and the Servicer hereby confirms in
all respects each term, condition,
<PAGE>
representation, warranty, convenant and agreement set forth in the
Agreement and agrees that the same shall continue in full force and
effect.
SECTION 3. Governing Law. This Amendment shall be construed in
accordance with laws of the State of New York, without reference to its
conflict of law provisions, and the obligations, rights and remedies of
the parties hereunder shall be determined in accordance with such laws.
SECTION 4. Severability. If any one or more of the covenants,
agreements, provisions or terms of this Amendment shall for any reason
whatsoever be held invalid, then such covenants, agreements, provisions
or terms shall be deemed severable from the remaining covenants,
agreements, provisions or terms of this Amendment and in no way affect
the validity or enforceability of the other provisions of this
Amendment.
SECTION 5. Counterparts. This amendment may be executed in any number
of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be
deemed to be an original and all of which taken together shall
constitute but one and the same agreement.
SECTION 7. Headings. The headings herein are for the purposes of
reference only and shall not otherwise affect the meaning or
interpretation of any provision hereof.
[THIS SECTION HAS BEEN INTENTIONALLY LEFT BLANK]
2
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized, as of
the date first above written.
NORDSTROM NATIONAL CREDIT BANK,
as Transferor
By:/s/ Carol R. Simonson
-------------------------------
Name: Carol R. Simonson
Title: Vice President
NORDSTROM CREDIT, INC.,
By:/s/ Carol R. Simonson
-------------------------------
Name: Carol R. Simonson
Title: Assistant Secretary
NORWEST BANK COLORADO, NATIONAL
ASSOCIATION, as Trustee
By:/s/ Cheryl J. Hanson
-------------------------------
Name: Cheryl J. Hanson
Title: Vice President
3
<PAGE>
The undersigned hereby consent to the foregoing amendment:
NATIONSBANK, N.A.,
as Agent, Administrative Agent and Bank Investor
By:/s/ Michelle M. Heath
--------------------------------
Name: Michelle M. Heath
Title: Senior Vice President
ENTERPRISE FUNDING CORPORATION
as holder of the Class A Certificates
By:/s/ Stephen Newman
-------------------------------
Name: Stephen Newman
Title:
NORDSTROM NATIONAL CREDIT BANK
as holder of the Class B Certificates
By:/s/ Carol R. Simonson
-------------------------------
Name: Carol R. Simonson
Title: Vice President
ABN AMRO BANK N.V., SEATTLE BRANCH
as Bank Investor
By:/s/ Lee-Lee Miao Leif H. Olsson
-------------------------------
Name: Lee-Lee Miao Leif H. Olsson
Title: Vice President Senior Vice President
BANK OF AMERICA, N.T. & S.A.
as Bank Investor
By:/s/ Marianne Mihabic
-------------------------------
Name: Marianne Mihabic
Title: Attorney-in-Fact
4
<PAGE>
BANK OF MONTREAL
as Bank Investor
By:/s/ Michael Joyce
-------------------------------
Name: Michael Joyce
Title: Managing Director
MORGAN GUARANTY TRUST COMPANY OF
NEW YORK
as Bank Investor
By:/s/ Kevin J. O'Brien
-------------------------------
Name: Kevin J. O'Brien
Title: Vice President
5
<PAGE>
Exhibit 12.1
NORDSTROM CREDIT, INC.
Computation of Ratio of Earnings Available for
Fixed Charges to Fixed Charges
(Dollars in thousands)
<TABLE>
<CAPTION>
Year ended January 31, 1998 1997 1996 1995 1994
- ---------------------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Earnings before
income taxes $42,959 $47,024 $35,086 $32,045 $32,372
Fixed charges
(gross interest expense) 36,475 41,089 42,245 31,187 29,600
------- ------- ------- ------- -------
Earnings available for
fixed charges $79,434 $88,113 $77,331 $63,232 $61,972
======= ======= ======= ======= =======
Ratio of earnings available
for fixed charges to fixed
charges 2.18 2.14 1.83 2.03 2.09
======= ======= ======= ======= =======
</TABLE>
<PAGE>
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No.
333-24757 of Nordstrom Credit, Inc. on Form S-3 of our report dated March 9,
1998, appearing in this Annual Report of Form 10-K of Nordstrom Credit, Inc.
for the year ended January 31, 1998.
DELOITTE & TOUCHE LLP
Seattle, Washington
March 31, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JAN-31-1998
<PERIOD-END> JAN-31-1998
<CASH> 157
<SECURITIES> 0
<RECEIVABLES> 666804
<ALLOWANCES> 30384
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 4786
<DEPRECIATION> 0
<TOTAL-ASSETS> 649131
<CURRENT-LIABILITIES> 0
<BONDS> 353350
0
0
<COMMON> 0
<OTHER-SE> 124842
<TOTAL-LIABILITY-AND-EQUITY> 649131
<SALES> 0
<TOTAL-REVENUES> 109867
<CGS> 0
<TOTAL-COSTS> 66908
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 36392
<INCOME-PRETAX> 42959
<INCOME-TAX> 15900
<INCOME-CONTINUING> 27059
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 27059
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
