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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
 FORM 10-K (Mark One) þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended January 29, 2005ORo
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period fromto Commission file number 0-12994 Nordstrom Credit, Inc.  Colorado
    
    91-1181301(State or other jurisdiction of
    
    (IRS employerincorporation or organization)
    
    Identification No.)13531 East Caley Avenue, Centennial, 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, $0.50 par value  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
þ NO o 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. [ ] Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule
12b-2 of the Act). YES o NO þ On
April 29, 2005 we had 10,000 shares of common stock ($0.50 par value) outstanding; all such
shares are owned by our parent, Nordstrom, Inc. The Registrant meets the conditions set forth in General Instruction I(1)(a) and (b) of Form
10-K and are therefore filing this Form with the reduced disclosure format.   1 of 28




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TABLE OF CONTENTS PagePART IItem 1.
    
    Business.
    
    
    3Item 2.
    
    Properties.
    
    
    3Item 3.
    
    Legal Proceedings.
    
    
    3Item 4.
    
    Submission of Matters to a Vote of Security Holders.
    
    
    3PART IIItem 5.
    
    Market for Registrants Common Equity and Related Stockholder Matters.
    
    
    3Item 6.
    
    Selected Financial Data.
    
    
    3Item 7.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operation.
    
    
    3Item 7A.
    
    Quantitative and Qualitative Disclosures About Market Risk.
    
    
    4Item 8.
    
    Financial Statements and Supplementary Data.
    
    
    5Item 9.
    
    Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
    
    
    5Item 9A.
    
    Controls and Procedures.
    
    
    5Item 9B.
    
    Other Information.
    
    
    6PART IIIItem 10.
    
    Directors and Executive Officers of the Registrant.
    
    
    6Item 11.
    
    Executive Compensation.
    
    
    6Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
    
    
    6Item 13.
    
    Certain Relationships and Related Transactions.
    
    
    6Item 14.
    
    Principal Accountant Fees and Services.
    
    
    6PART IVItem 15.
    
    Exhibits and Financial Statement Schedules.
    
    
    8SIGNATURES
    
    
    
    
    9REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
    
    
    11FINANCIAL STATEMENTS
    
    
    12EXHIBIT INDEX
    
    
    
    
    25EXHIBIT 10.32EXHIBIT 12.1EXHIBIT 23.1EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1
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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. We lease an office building in Centennial, Colorado where our principal offices are located. 
 Item 3. Legal Proceedings. We are 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 our common stock, $0.50 par value per share. There are
100,000 shares of authorized common stock, of which 10,000 shares were issued and outstanding as of
April 29, 2005. Our issued and outstanding common stock is owned entirely by our parent, Nordstrom,
Inc. The stock has not been traded and, accordingly, no market value has been established. No
dividends were paid in 2004 and 2003. 
 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. All dollar amounts are in millions. On March 31, 2004, we
exchanged $200 of affiliate receivables from Nordstrom fsb, (the Bank)
for an investment in master trust certificates (2004 Notes) issued by a trust (the Trust) that
owns Nordstrom fsb co-branded VISA credit card receivables. The 2004 Notes were purchased by us at
par for a face amount of $200. On June 30 and December 31,
2004, we increased the face value of the 2004 Notes by $50 and $25, respectively, to $275. Total revenue decreased $3.9 in 2004 compared to 2003 primarily due to a decrease in finance charge
income. We earn finance charge income on retail charge card receivables, which we purchase from an
affiliate that is also a wholly-owned subsidiary of our parent, Nordstrom, Inc. Finance charge
income decreased $3.0 to $94.8 in 2004, as compared to 2003, primarily due to a decrease in the
average 3 of 28




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Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations (Cont.) outstanding retail charge card receivable balance. Average outstanding retail charge card
receivables have declined approximately 3% to $587.6 over the past year because charge card volume
has declined and card holders are repaying their outstanding balances more quickly. Total revenue
also decreased due to a decrease in other fees and charges. Other fees and charges consist
primarily of late fees. Late fee income was $6.5 and $7.4 for 2004 and 2003, respectively. Total expenses decreased $0.8 primarily due to a decrease in service and marketing fees, partially
offset by an increase in interest expense. Servicing and marketing fees paid to the
Bank for servicing our receivables decreased $0.2 in 2004 as compared to 2003, due to a decline
in the outstanding balances of our retail charge card portfolio. Marketing fees also declined $1.9
to $1.2 in 2004 as promotion costs associated with opening new retail charge card accounts
declined. Interest expense has increased $1.4 in 2004 as compared to 2003 primarily due to an
increase of $65.7 to $135.7 in average short term debt outstanding payable to our parent,
Nordstrom, Inc. The increase in total assets due to our investment in master trust certificates
requires us to make additional borrowings to fund those assets. Interest income increased $3.7 to $5.6 in 2004 compared to 2003 primarily due to an increase in
interest income earned on the 2004 Notes. The current year interest rate on the 2004 Notes is higher than the
prior year rate on the notes receivables due from the Bank, which we
exchanged for the 2004 Notes. Also, the interest earning receivable
balance is higher in the current year than in the prior year. The
increase of $4.5 in interest income related to the 2004 Notes was partially offset by a decrease of
$0.8 in affiliate interest income. The decrease in affiliate interest income is due to the lower
average outstanding note receivable balance from the Bank during 2004 compared to the prior
year. Net earnings increased $0.4 in 2004 to $45.9 primarily due to an increase in interest income and a
decrease in servicing and marketing fees. This was offset by a decrease in finance charge income,
a decrease in other fees and charges and an increase in interest expense. Certain other information
required under this item is included in Notes 1, 2 and 6 to the
Consolidated Financial
Statements on pages 16, 17 and 19 of this report, which is
incorporated herein by reference. 
 Item 7A. Quantitative and Qualitative Disclosures About Market Risk. We are exposed to market risk from changes in interest rates. In seeking to minimize risk, we
manage exposure through our regular operating and financing activities. We do not use financial
instruments for trading or other speculative purposes and are not a party to any leveraged
financial instruments. We manage interest rate exposure through our mix of fixed and variable rate borrowings which
finance retail charge card receivables. Short-term borrowings generally bear interest at variable
rates but, because they have maturities of three months or less, we believe that the risk of
material loss is low. 4 of 28




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Item 7A. Quantitative and Qualitative Disclosures About Market Risk (Cont.) 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. Total at
    
    
    Fair valueJanuary 29,
    
    
    January 29,Dollars in thousands
    
    2005
    
    
    2006
    
    
    2005
    
    
    2005Interest Rate RiskAssetsRetail
charge card receivables
    
    $
    579,167
    
    
    
    
    
    
    $
    579,167
    
    
    $
    579,167Variable interest rate*
    
    
    19.2
    %
    
    
    
    
    
    
    19.2
    %Note receivable fromNordstrom fsb
    
    $
    35,335
    
    
    
    
    
    
    $
    35,335
    
    
    $
    35,335Year end interest rate
    
    
    2.6
    %
    
    
    
    
    
    
    2.6
    %LiabilitiesNote payable
toNordstrom, Inc.
    
    $
    171,800
    
    
    
    
    
    
    $
    171,800
    
    
    $
    171,800Year end Interest rate
    
    
    2.6
    %
    
    
    
    
    
    
    2.6
    %Long-term debt
    
    $
    96,027
    
    
    $
    300,000
    
    
    $
    396,027
    
    
    $
    402,630Fixed average interest rate
    
    
    6.7
    %
    
    
    4.8
    %
    
    
    5.3
    %
   *      This is our weighted average interest rate on customer accounts receivable, which is a
combination of fixed rates and floating rates based on prime. The actual effective interest rate
is lower due to accounts which are paid off within 30 days and defaults. 
 Item 8. Financial Statements and Supplementary Data. (a) Financial Statements and Supplementary Data The consolidated financial statements and notes to the consolidated financial statements
listed in the Index to Consolidated Financial Statements and Schedule on page 10 of this
report are incorporated herein by reference. The ratio of earnings available for fixed charges to fixed charges is 4.08, 4.26, and 4.17
for 2004, 2003, and 2002. (b) Other Financial Statements and Schedule The schedule required under Regulation S-X is filed pursuant to Item 15 of this report. 
 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None. 
 Item 9A. Controls and Procedures. As of the end of the period covered by this Annual Report on Form 10-K, we performed an evaluation
under the supervision and with the participation of management, including our President and Vice
President and Treasurer, of our disclosure controls and procedures (as defined in Rules 13a-15(e)
or 15d-15(e) under the Securities and Exchange Act of 1934 (the Exchange Act)). Based upon that
evaluation, our President and our Vice President and Treasurer concluded that, as of the end of the
period covered by this Annual Report on 5 of 28




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Item 9A. Controls and Procedures (Cont.) Form 10-K, our disclosure controls and procedures are effective in the timely
recording, processing, summarizing and reporting of material financial and non-financial
information. There have been no changes in our internal control over financial reporting (as defined in Rules
13a-15(f) or 15d-15(f) of the Exchange Act) during our most recently completed fiscal quarter that
have materially affected, or is reasonably likely to materially affect, our internal control over
financial reporting. In coming to the conclusion that our disclosure
controls and procedures were effective as of January 29, 2005, our management considered,
among other things, the control deficiencies related to the cash flow statement
classification of notes receivable from affiliates, which resulted in a restatement
of our accompanying consolidated financial statements, as disclosed
in Note 14 to the consolidated financial statements for
the year ended January 29, 2005. After reviewing and analyzing the Securities and Exchange
Commissions Staff Accounting Bulletin (SAB) No. 99, Materiality,
and Accounting Principles
Board Opinion No. 20, Accounting Changes and taking into consideration that the
restatement adjustment did not impact our total revenue, net earnings, total cash flows or
shareholders equity for any prior period, our management concluded that our disclosure
controls and procedures were effective. Following our identification of these control
deficiencies, we have corrected our process for preparing our statements of cash flows
by performing a more thorough review of the classifications of our cash flows to comply
with SFAS No. 95 Statement of Cash Flows and SFAS No. 102
Statement of Cash
Flows  Exemption of Certain Enterprises and Classification of
Cash Flows from Certain
Securities Acquired for Resale  An Amendment of FASB
Statement No. 95.  In addition,
we will continue to monitor GAAP developments and changes in our business to reduce the
risk of classification errors in our statements of cash flows. 
 Item 9B. Other Information 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 and Related Stockholder Matters. Not required under reduced disclosure format. 
 Item 13. Certain Relationships and Related Transactions. Not required under reduced disclosure format. 
 Item 14. Principal Accountant Fees and Services. We paid the following fees to
our independent registered public accounting firm Deloitte & Touche LLP (Deloitte) for
2004 and 2003: Fiscal Year
    
    2004
    
    
    2003Audit Fees
    
    $
    36,500
    
    
    $
    37,400Audit-Related Fees
    
    $
    0
    
    
    $
    0Tax Fees
    
    $
    0
    
    
    $
    0All Other Fees
    
    $
    0
    
    
    $
    0$
    36,500
    
    
    $
    37,400
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Item 14. Principal Accountant Fees and Services (Cont.) Audit fees primarily included services for i) auditing our financial statements and ii) reviewing
our interim financial information and the respective Forms 10-K and 10-Q. Consistent with Securities and Exchange Commission (the SEC) policies regarding auditor
independence, the services performed by Deloitte in 2004 were pre-approved on April 1, 2003 in
accordance with the pre-approval policy and procedures adopted by Nordstrom, Incs Audit Committee
(the Audit Committee). This policy is regularly reviewed and updated. It describes the
permitted audit, audit-related, tax, and other services that Deloitte may perform. Normally,
pre-approval is provided at regularly scheduled Audit Committee meetings. However, the authority to grant specific pre-approval between meetings, as necessary, has been
assigned to the Chair of the Audit Committee. The Chair must update the Audit Committee at the
next regularly scheduled meeting of any services that he pre-approved between meetings. In addition, although not required by SEC rules, the Audit Committee requests a range of fees
associated with each proposed service. Providing a range of fees for a service incorporates
appropriate oversight and control of the Deloitte relationship, while permitting us to receive
immediate assistance from Deloitte when time is of the essence. The Audit Committee also reviews, at each of its regularly scheduled meetings:  
    a listing of approved services since its last review;
    a report summarizing the year-to-date services provided by the independent auditor,
including fees paid for those services; and
    a projection for the current fiscal year of estimated fees. In addition, the policy prohibits us from engaging the independent registered public accountants
for services billed on a contingent fee basis and from hiring for financial accounting and
management positions current or former employees of Deloitte who have not satisfied the statutory
cooling-off period. 7 of 28




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PART IV 
 Item 15. Exhibits and Financial Statement Schedules. (a)1. Financial Statements The following consolidated financial statements of the Company and the Report of Independent
Registered Public Accounting Firm are incorporated by reference in Part II, Item 8: Report of Independent Registered Public Accounting FirmConsolidated Statements of EarningsConsolidated Balance SheetsConsolidated Statements of Shareholders EquityConsolidated Statements of Cash FlowsNotes to Consolidated Financial Statements
 (a)2. Financial Statement Schedules The financial statement schedule listed in the Index to Consolidated Financial Statements
and Schedule on page 10 of this report is incorporated herein by reference. (a)3. Exhibits are incorporated herein by reference or are filed with this report
as set forth in the Index to Exhibits on pages 25 through 28 hereof. 8 of 28




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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:
May 16, 2005
    /s/
    Michael G. KoppelMichael G. KoppelVice President and Treasurer
 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the Registrant and in the capacities and on the date
indicated. /s/

Kevin
T. Knight
    
/s/
    Blake W. NordstromKevin T. Knight
    

    Blake W. NordstromDirector and President
    

    Director and Chairman of the Board(Principal Executive Officer)/s/

Michael
G. Koppel
    
/s/
    Marc A. AnackerMichael G. Koppel
    

    Marc A. AnackerVice President and Treasurer
    

    Director, Vice President and(Principal Accounting and
    

    Assistant TreasurerFinancial Officer)/s/

David
L. Mackie
    
/s/
    Mindy HarrisDavid L. Mackie
    

    Mindy HarrisSecretary
    

    Vice President andAssistant Secretary
 Date:
May 16, 2005 9 of 28




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Nordstrom Credit, Inc. and Subsidiary
Index To Consolidated Financial Statements and Schedule PageNumberReport of Independent Registered Public Accounting Firm
    
    
    11Consolidated Statements of Earnings
    
    
    12Consolidated Balance Sheets
    
    
    13Consolidated Statements of Shareholders Equity
    
    
    14Consolidated Statements of Cash Flows
    
    
    15Notes to Consolidated Financial Statements
    
    
    16Additional financial information required to be furnished Financial Statement Schedule:Schedule II  Valuation and Qualifying Accounts
    
    
    24
 All other schedules have been omitted because they are inapplicable, not required or the
information is included elsewhere in the consolidated financial statements or notes thereto. 10 of 28




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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholder of
Nordstrom Credit, Inc.
Centennial, Colorado We have audited the accompanying consolidated balance sheets of Nordstrom Credit, Inc. and
subsidiary (the Company) as of January 29, 2005 and January 31, 2004, and the related
consolidated statements of earnings, shareholders equity, and cash flows for each of the three
years in the period ended January 29, 2005. Our audits also included the financial statement
schedule listed in the accompanying Index to Consolidated Financial Statements and Schedule at Item
15. These financial statements and financial statement schedule are the responsibility of the
Companys management. Our responsibility is to express an opinion on the financial statements and
financial statement schedule based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. The
Company is not required to have, nor were we engaged to perform, an audit of its internal control
over financial reporting. Our audits included consideration of internal control over financial
reporting as a basis for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the Companys internal control
over financial reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements, 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 consolidated financial statements present fairly, in all material respects,
the financial position of Nordstrom Credit, Inc. and subsidiary as of January 29, 2005 and January
31, 2004, and the results of their operations and their cash flows for each of the three years in
the period ended January 29, 2005, 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 consolidated financial statements taken as a whole, present
fairly in all material respects the information set forth therein. As discussed in Note 14,
the accompanying consolidated statements of cash flows for the years
ended January 31, 2004 and 2003 have been restated. /s/ Deloitte & Touche LLP
Seattle, Washington
May 13, 2005 11 of 28




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Nordstrom Credit, Inc. and Subsidiary 
 Consolidated Statements of Earnings
 (Dollars in thousands)
 Fiscal Year
    
    2004
    
    
    2003
    
    
    2002Revenue:Finance charge income
    
    $
    94,806
    
    
    $
    97,840
    
    
    $
    101,331Other fees and charges
    
    
    7,713
    
    
    
    8,589
    
    
    
    10,985Total revenue
    
    
    102,519
    
    
    
    106,429
    
    
    
    112,316Expenses:Interest expense
    
    
    (23,456
    )
    
    
    (22,022
    )
    
    
    (23,786
    )Servicing and marketing fees paid to
Nordstrom fsb
    
    
    (12,403
    )
    
    
    (14,523
    )
    
    
    (14,684
    )Selling, general and administrative
    
    
    (1,085
    )
    
    
    (1,187
    )
    
    
    (1,335
    )Total expenses
    
    
    (36,944
    )
    
    
    (37,732
    )
    
    
    (39,805
    )Interest income
    
    
    5,649
    
    
    
    1,909
    
    
    
    1,095Operating income
    
    
    71,224
    
    
    
    70,606
    
    
    
    73,606Other income
    
    
    1,129
    
    
    
    1,132
    
    
    
    1,700Earnings before income taxes
    
    
    72,353
    
    
    
    71,738
    
    
    
    75,306Income taxes
    
    
    (26,409
    )
    
    
    (26,184
    )
    
    
    (27,487
    )Net earnings
    
    $
    45,944
    
    
    $
    45,554
    
    
    $
    47,819
 The accompanying Notes to Consolidated Financial Statements are an integral part of these statements. 12 of 28




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Nordstrom Credit, Inc. and Subsidiary 
 Consolidated Balance Sheets
 (Dollars in thousands, except per share amounts)
 January 29,
    
    
    January 31,2005
    
    
    2004ASSETSCash and cash equivalents
    
    $
    363
    
    
    $
    338Retail charge card receivables, net
    
    
    560,102
    
    
    
    575,792Investment in master trust certificates
    
    
    275,000
    
    
    
    Receivable
from parent and affiliates and other receivables, net
    
    
    30,086
    
    
    
    20,558Notes receivable from affiliates
    
    
    35,335
    
    
    
    205,435Land, leasehold improvements and equipment, net
    
    
    441
    
    
    
    279Deferred taxes and other assets
    
    
    6,687
    
    
    
    7,554$
    908,014
    
    
    $
    809,956LIABILITIES AND SHAREHOLDERS EQUITYPayable to affiliates, net
    
    $
    3,695
    
    
    $
    2,427Note payable to Nordstrom, Inc.
    
    
    171,800
    
    
    
    118,850Accrued interest, taxes and other
    
    
    6,455
    
    
    
    6,017Long-term debt, net
    
    
    396,027
    
    
    
    397,500Other liabilities
    
    
    13,836
    
    
    
    14,905Total liabilities
    
    
    591,813
    
    
    
    539,699Common stock, $0.50 par value
100,000 shares authorized;
10,000 shares issued and outstanding
    
    
    5
    
    
    
    5Additional paid in capital
    
    
    55,054
    
    
    
    55,054Retained earnings
    
    
    261,142
    
    
    
    215,198Total shareholders equity
    
    
    316,201
    
    
    
    270,257$
    908,014
    
    
    $
    809,956
 The accompanying Notes to Consolidated Financial Statements are an integral part of these statements. 13 of 28




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Nordstrom Credit, Inc. and Subsidiary 
 Consolidated Statements of Shareholders Equity
 (Dollars in thousands except per share amounts)
 Common Stock, $0.50 par value,100,000 shares authorized
    
    
    AdditionalPaid-in
    
    
    RetainedShares
    
    
    Amount
    
    
    Capital
    
    
    Earnings
    
    
    TotalBalance at January 31, 2002
    
    
    10,000
    
    
    $
    5
    
    
    $
    55,054
    
    
    $
    121,825
    
    
    $
    176,884Net earnings
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    47,819
    
    
    
    47,819Balance at January 31, 2003
    
    
    10,000
    
    
    
    5
    
    
    
    55,054
    
    
    
    169,644
    
    
    
    224,703Net earnings
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    45,554
    
    
    
    45,554Balance at January 31, 2004
    
    
    10,000
    
    
    
    5
    
    
    
    55,054
    
    
    
    215,198
    
    
    
    270,257Net earnings
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    45,944
    
    
    
    45,944Balance at January 29, 2005
    
    
    10,000
    
    
    $
    5
    
    
    $
    55,054
    
    
    $
    261,142
    
    
    $
    316,201
 The accompanying Notes to Consolidated Financial Statements are an integral part of these
statements. 14 of 28




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Nordstrom Credit, Inc. and Subsidiary 
 Consolidated Statements of Cash Flows
 (Dollars in thousands)
 Fiscal
Year
    

2004
    
    

2003
    
    

2002AS
RESTATED, SEE NOTE 14Operating Activities:Net earnings
    
    $
    45,944
    
    
    $
    45,554
    
    
    $
    47,819Adjustments to reconcile net earnings to net cash
from operating activities:Depreciation and amortization
    
    
    140
    
    
    
    116
    
    
    
    425Deferred income taxes
    
    
    408
    
    
    
    731
    
    
    
    (6,189
    )Change in operating assets and liabilities:Receivable
from parent and affiliates and
other receivables, net
    
    
    (14,986
    )
    
    
    15,567
    
    
    
    (16,036
    )Other assets
    
    
    (82
    )
    
    
    315
    
    
    
    (328
    )Payable to
parent and affiliates, net
    
    
    7,167
    
    
    
    (5,892
    )
    
    
    (18,663
    )Accrued interest, taxes and other
    
    
    438
    
    
    
    5,064
    
    
    
    (6,085
    )Other liabilities
    
    
    (1,069
    )
    
    
    (965
    )
    
    
    (49
    )Net cash from operating activities
    
    
    37,960
    
    
    
    60,490
    
    
    
    894Investing Activities:Decrease in retail charge card receivables, net
    
    
    15,690
    
    
    
    18,658
    
    
    
    23,645Increase in notes receivable from
affiliates
    
    
    (104,900
    )
    
    
    (121,040
    )
    
    
    (46,300
    )(Additions) retirements to property and
equipment
    
    
    (202
    )
    
    
    (30
    )
    
    
    1,053Proceeds from sale of assets
    
    
    
    
    
    
    
    
    
    
    20,000Net cash used in investing activities
    
    
    (89,412
    )
    
    
    (102,412
    )
    
    
    (1,602
    )Financing Activities:Borrowings under note payable
to Nordstrom, Inc.
    
    
    52,950
    
    
    
    44,390
    
    
    
    74,460Principal payments on long-term debt
    
    
    (1,473
    )
    
    
    (2,500
    )
    
    
    (76,750
    )Net cash from (used in) financing activities
    
    
    51,477
    
    
    
    41,890
    
    
    
    (2,290
    )Net increase (decrease) in cash and cash equivalents
    
    
    25
    
    
    
    (32
    )
    
    
    (2,998
    )Cash and cash equivalents at beginning of year
    
    
    338
    
    
    
    370
    
    
    
    3,368Cash and cash equivalents at end of year
    
    $
    363
    
    
    $
    338
    
    
    $
    370
 The accompanying Notes to Consolidated Financial Statements are an integral part of these
statements. 15 of 28




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Nordstrom Credit, Inc. and Subsidiary 
 Notes to Consolidated Financial Statements
 (Dollars in thousands)
 Note 1  Description of Business Nordstrom Credit, Inc. (the Company) is a wholly-owned subsidiary of Nordstrom, Inc. The Company
was incorporated in the state of Washington in 1982 and reincorporated in the state of Colorado in
1990. Our primary business is to finance retail charge card receivables generated under revolving
charge accounts through sales of merchandise in Nordstrom, Inc. stores (the Receivables). The
Receivables originate through the use of Nordstrom, Inc. retail charge cards issued by Nordstrom
fsb (the Bank), a federal savings association organized as a wholly-owned subsidiary of
Nordstrom, Inc. The Bank was formerly known as Nordstrom National Credit Bank, a national banking
association organized on August 30, 1991. The credit segment disclosed in the Nordstrom, Inc.
financial statements includes our financial information as well as the Banks financial
information. Under an operating agreement dated August 30, 1991, as amended on March 1, 2000 and October 1, 2001, we purchase the Receivables from the Bank for a price equal to the
amount of the Receivables originated. The Bank performs the servicing functions for the
Receivables. We pay an annual servicing fee of 2% to the Bank based on the average balance of the
Receivables. We also pay a monthly marketing fee to the Bank for its marketing efforts to increase
retail charge card receivable balances upon which we earn finance charge income. On October 1, 2001, we established a wholly-owned subsidiary, Nordstrom Private Label Receivables
LLC (NPLR) in connection with the issuance of the $300 million receivable-backed securities
supported by the Receivables. We sell substantially all of the Receivables to NPLR. The
receivables sold to NPLR are then pledged to Wilmington Trust, the Owner Trustee, who issues
certificates that are backed by the receivables. We have an investment agreement with Nordstrom, Inc. (the Investment Agreement) dated October 8,
1984, which, among other things, governs ownership of our stock and the financial relationships
between us. The Investment Agreement requires that Nordstrom, Inc. maintain our ratio of earnings
available for fixed charges to fixed charges at not less than 1.25:1 and further requires that
Nordstrom, Inc. retain ownership of all of our outstanding shares of stock. This agreement does
not, however, represent a guarantee by Nordstrom, Inc. of payment for any of our obligations. In 2004, we exchanged
affiliate receivables from the Bank for an investment in master trust
certificates (2004 Notes) issued by a trust (the Trust) that owns Nordstrom fsb co-branded VISA
credit card receivables. The 2004 Notes were purchased by us at par (see Note 7). Note 2  Summary of Significant Accounting Policies Change in Fiscal Year: On February 1, 2004, our fiscal year-end changed from January 31 to the
Saturday closest to January 31. Our new fiscal year consists of four, 13 week quarters, with an
extra week added onto the fourth quarter every five to six years. All references to 2004 relate to
the fifty-two weeks ended January 29, 2005. References to 2003 and 2002 relate to the years
ending January 31, 2004 and 2003. Principles of Consolidation: The consolidated financial statements include the balances of
Nordstrom Credit, Inc. and Nordstrom Private Label Receivables LLC. We eliminate all intercompany transactions and balances in consolidation. 16 of 28




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Note 2  Summary of Significant Accounting Policies (Cont.) Use of Estimates: We make estimates and assumptions that affect the reported amounts in the
consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Restatement: The consolidated
statements of cash flows for the years ended January 31, 2004 and
2003 have been restated. See Note 14 for  a reconciliation of the
amounts previously reported. Reclassifications: Certain reclassifications of prior year balances have been made for consistent
presentation with the current year. Cash Equivalents: Cash equivalents represent short-term investments with a maturity of three
months or less from the time of purchase. Other Fees and Charges: Other
fees and charges consist primarily of income from late fees generated by the
Receivables. Asset Impairment: We review our long-lived assets annually for impairment or when events or
changes in circumstances indicate the carrying value of these assets may not be recoverable. Fair Value of Financial Instruments: The carrying amount of cash equivalents, retail charge card
receivables, notes receivable and notes payable approximate fair value because of the short
maturity of these instruments. The fair value of long-term debt (including current maturities),
using quoted markets prices of the same or similar issues with the same remaining term to maturity,
is approximately $402,600 and $419,200 at the end of 2004 and 2003. Segment: Nordstrom Credit,
Inc. operates in  one reporting segment. Revenue Recognition Policy:
We recognize finance charges, late fees, or cash advance fees when
earned and accrue for any earned but not yet billed charges and fees.
We recognize finance charges on delinquent accounts until the account
is written off or when an account is placed into a debt management
program. Payments received for these accounts are recorded in the
same manner as other accounts. Our approach for resuming accrual of
interest on these accounts is made on an account by account basis. Note 3  Related Party Transactions In January 2003, we sold our building in Centennial, Colorado and Nordstrom, Inc. subsequently
leased it back from a third party. The gain of $16,022 was deferred and recognized as other
liabilities and is being amortized evenly over the 15 year life of the lease in other income. We
pay rent monthly to Nordstrom, Inc. under a renewable three-year sublease agreement expiring in
2005. Rent paid to Nordstrom, Inc. was $1,612, $1,596 and $73 in 2004, 2003 and 2002. The future
minimum lease payment for fiscal year 2005 is $1,554. We sublease space in the building to the
Bank under a renewable three-year term expiring in 2005, paid on a month-to-month basis. Rent
received from the Bank was $1,612, $1,596 and $1,664 in 2004, 2003 and 2002. The future minimum
sublease income for fiscal year 2005 is $1,554. We also own property adjacent to the office building on which Nordstrom, Inc. locates its data
center. Rent received from Nordstrom, Inc. for the data center, under a month-to-month agreement,
was $60, $60 and $61 in 2004, 2003 and 2002. We pay a monthly marketing fee to the Bank for its marketing efforts to increase customer accounts
receivable balances upon which we earn finance charge income. The fee is based on the amount of
revenue generated by our retail charge card receivables. Fees paid to the Bank were $1,177, $3,032
and $4,353 in 2004, 2003 and 2002. Receivables From Parent and Affiliates January 29,
    
    
    January 31,2005
    
    

2004Due from Nordstrom, Inc., net
    
    $
    12,767
    
    
    $
    1,672Due from Nordstrom fsb
    
    
    14,351
    
    
    
    16,115Due from other affiliates
    
    
    
    
    
    
    27$
    27,118
    
    
    $
    17,814
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Note 3  Related
Party Transactions (Cont.)

Payables to Affiliates January 29,
    
    

January 31,2005
    
    

2004Due to
Nordstrom Credit Card Receivables LLC
    
    $
    3,695
    
    
    $
    2,427
 The receivables from and payables due to the Parent and affiliates are the result of related party
financing activities. Note 4  Interest Expense and Interest Income The components of interest expense and interest income are as follows: Fiscal Year
    
    2004
    
    
    2003
    
    
    2002Note payable to Nordstrom, Inc.
    
    $
    (2,543
    )
    
    $
    (855
    )
    
    $
    (785
    )Short-term debt
    
    
    
    
    
    
    
    
    
    
    (331
    )Long-term debt
    
    
    (20,913
    )
    
    
    (21,167
    )
    
    
    (22,670
    )Total interest expense
    
    $
    (23,456
    )
    
    $
    (22,022
    )
    
    $
    (23,786
    )Interest income from master trust
certificates and other
    
    
    4,582
    
    
    
    33
    
    
    
    56Interest income from affiliates
    
    
    1,067
    
    
    
    1,876
    
    
    
    1,039Total interest income
    
    $
    5,649
    
    
    $
    1,909
    
    
    $
    1,095
 18 of 28




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Note 5  Income Taxes We file consolidated income tax returns with Nordstrom, Inc. 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 the end of 2004,
amounts due to Nordstrom, Inc. for income taxes totaled $2,413 and are included in Receivable from
affiliates and other receivables, net. At the end of 2003, amounts due to Nordstrom, Inc. for
income taxes totaled $2,240, and are included in Payable to affiliates, net. The components of
income taxes are as follows: Fiscal Year
    
    2004
    
    
    2003
    
    
    2002Current income taxes:Federal
    
    $
    24,707
    
    
    $
    24,328
    
    
    $
    32,361State and local
    
    
    1,294
    
    
    
    1,125
    
    
    
    1,315Total current income taxes
    
    
    26,001
    
    
    
    25,453
    
    
    
    33,676Deferred income taxes
    
    
    408
    
    
    
    731
    
    
    
    (6,189
    )Total income taxes
    
    $
    26,409
    
    
    $
    26,184
    
    
    $
    27,487
 Deferred income tax assets and liabilities result from temporary differences in the timing of
recognition of revenue and expenses for tax and financial reporting purposes. The deferred tax
assets are related to the sale of our building in Centennial, Colorado and the subsequent
amortization of the deferred gain (see Note 3). Note 6  Retail Charge Card Receivables Retail charge card receivables, net, consists of the following: January 29,
    
    
    January 31,2005
    
    
    2004Retail charge card receivables:Unrestricted receivables
    
    $
    11,105
    
    
    $
    6,120Restricted receivables
    
    
    568,062
    
    
    
    589,992Allowance for doubtful accounts
    
    
    (19,065
    )
    
    
    (20,320
    )Retail charge card receivables, net
    
    $
    560,102
    
    
    $
    575,792
 Nordstrom, Inc. bears the bad
debt expense charged to the allowance for doubtful accounts. Our restricted trade receivables relate to the Nordstrom, Inc. retail charge card and support the
$300,000 receivable-backed securities and the $50,000 variable funding note renewed in May 2004
and amended in December 2004 (see Note 11). The unrestricted trade receivables consist primarily of certain Receivables that
are not eligible to support the $300,000 receivable-backed securities, such as foreign and employee
receivables exceeding a contractual threshold. Total principal receivables of the securitized portfolio at the end of 2004 and 2003 were
approximately $566,967 and $584,828, and receivables more than 30 days past due were approximately
$13,099 and $14,910. Net charged off receivables for 2004, 2003 and 2002 were $25,370, $28,703 and
$29,555. 19 of 28




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Note 7  Investment in Master Trust Certificates On March 31, 2004, we
exchanged $200,000 of affiliate receivables from the Bank for the
2004 Notes issued by the Trust that owns Nordstrom fsb
co-branded VISA credit card receivables. The 2004 Notes were purchased by us at par for a face
amount of $200,000. Interest earned is based on one month LIBOR and a
credit spread index (2.8% at January 29,
2005). Maturity is subject to annual renewal by the Bank and us. The principal balances can change
subject to agreement and other approvals required by the governing
transaction documents. Under these terms, we increased the face value
of the 2004 Notes  on June
30 and December 31, 2004 by $50,000 and $25,000, respectively, to $275,000 by exchanging
additional affiliate receivables. The 2004 Notes are accounted for as
available-for-sale securities under Statement of Financial Accounting Standards No. 115 Accounting
for Certain Investments in Debt and Equity Securities. The coupon is structured to equal the
yield on the valuation date. Consequently, fair value always equals par value on the balance sheet
date. Note 8  Notes Receivable from Affiliates Notes receivable from affiliates consists of amounts due from the Bank for borrowings under an
agreement dated March 1, 2004. Borrowings under the agreement with the Bank are due upon prior
written notice of no less than one year and one day. The agreement
bears interest at rates based on the A1/P1
Commercial Paper rate (2.6% at January 29, 2005). At the end of 2004 and 2003, $35,335 and
$205,435 was outstanding on the note receivable from the Bank. Note 9  Land, Leasehold Improvements and Equipment Land, leasehold improvements and equipment consist of the following: January 29,
    
    
    January 31,2005
    
    
    2004Land and land improvements
    
    $
    158
    
    
    $
    158Leasehold improvements
    
    
    42
    
    
    
    17Fixtures and equipment
    
    
    371
    
    
    
    181Construction in progress
    
    
    
    
    
    
    13571
    
    
    
    369Less accumulated depreciation
    
    
    (130
    )
    
    
    (90
    )Land, leasehold improvements and equipment, net
    
    $
    441
    
    
    $
    279
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Note 9  Land, Leasehold Improvements and Equipment (Cont.) We compute depreciation using a combination of accelerated and straight-line methods. Estimated
useful lives by major asset category are as follows: Asset
    
    Life (in years)Leasehold improvements
    
    Shorter of life of lease or asset lifeFixtures and equipment
    
    3-15
 Note 10  Note Payable to Nordstrom, Inc. The note payable to Nordstrom, Inc. represents amounts borrowed under an agreement dated February
1, 2002. Borrowings under the agreement are due upon demand and bear interest at rates based on
the A1/P1 Commercial Paper rate (2.6% at January 29, 2005). At the end of 2004 and 2003, there was
$171,800 and $118,850 outstanding on the note payable. A summary of notes payable is as follows: January 29
2005
    
    
    January 31
2004
    
    
    January 31,

2003Average daily borrowings outstanding:Nordstrom, Inc.
    
    $
    135,681
    
    
    $
    69,932
    
    
    $
    49,293Other
    
    
    
    
    
    
    
    
    
    
    370Maximum amount outstanding:Nordstrom, Inc.
    
    
    285,925
    
    
    
    232,575
    
    
    
    166,285Other
    
    
    
    
    
    
    
    
    
    
    15,000Weighted average interest rate:During the year:Nordstrom, Inc.
    
    
    1.8
    %
    
    
    1.2
    %
    
    
    1.6
    %Other
    
    
    
    
    
    
    
    
    
    

    2.0
    %At year-end:Nordstrom, Inc.
    
    
    2.6
    %
    
    
    1.2
    %
    
    
    1.3
    %
 The other activity is related
to short-term borrowings drawn on our variable funding note (see Note 6). Nothing was outstanding on this note at the end of 2004 and 2003. Note 11  Long-Term Debt Long-term debt consists of the following: January 29,
    
    
    January 31,2005
    
    
    2004Notes payable, 6.7%, due 2005
    
    $
    96,027
    
    
    $
    97,500Receivable-backed retail charge card
term note, 4.82%, due 2006
    
    
    300,000
    
    
    
    300,000Total long-term debt
    
    $
    396,027
    
    
    $
    397,500
 Our principal payments on debt will be $96,027 in 2005 and $300,000 in 2006. 21 of 28




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Note 11  Long-Term Debt (Cont.) The agreement for our 6.7% medium-term notes contains restrictive covenants, which include
maintaining a ratio of Earnings to Fixed Charges, as deemed by the
agreement, of at least 1.25 to 1.00. We are in full
compliance with these restrictive covenants at January 29, 2005. In 2004, we retired $1,473 of our 6.7% medium-term notes for a total cash payment of $1,552. In May 2004, we renewed
our variable funding note backed by restricted retail charge card
receivables and lowered the capacity by $50,000 to $150,000. This note is renewed annually and
interest is paid based on the actual cost of commercial paper plus specified fees. We also pay a
commitment fee for the note based on the amount of the facility.
Nothing was outstanding on this note at the end of 2004 and 2003. In December 2004, we amended the variable funding note to lower our capacity by $100,000 to $50,000, and allow the Bank access
to the remaining $100,000. Note 12  Supplementary Cash Flow Information Supplementary cash flow information is as follows: Fiscal year
    
    2004
    
    
    2003
    
    
    2002Cash paid during the year for:Interest
    
    $
    21,944
    
    
    $
    22,032
    
    
    $
    25,263Income taxes paid to Nordstrom, Inc.
    
    
    26,236
    
    
    
    26,985
    
    
    
    30,736
 As described above in Note 7, we exchanged notes receivable from affiliates for the 2004 Notes that
represent undivided interests in a pool of VISA credit card receivables. The 2004 Notes have a
face amount of $275,000 and were priced at par. Initial expenses of $2,206 related to the securitization of retail charge card receivables were
capitalized in other assets in November 2001. On a monthly
basis, the amortized costs are recorded by Nordstrom, Inc. using the straight-line method over
the 60-month life of the trust agreement. Year to date amortization
of $441 and $455 in 2004 and 2003 was offset in receivable from and
payable to parent and affiliates, net. Note 13  Selected Quarterly Data (Unaudited) Year ended January 29, 2005
    
    1st quarter
    
    
    2nd quarter
    
    
    3rd quarter
    
    
    4th quarter
    
    
    TotalRevenue
    
    $
    25,390
    
    
    $
    25,534
    
    
    $
    25,382
    
    
    $
    26,213
    
    
    $
    102,519Earnings before income taxes
    
    
    17,207
    
    
    
    18,329
    
    
    
    18,111
    
    
    
    18,706
    
    
    
    72,353Net earnings
    
    
    10,926
    
    
    
    11,639
    
    
    
    11,501
    
    
    
    11,878
    
    
    
    45,944
 Year ended January 31, 2004
    
    1st quarter
    
    
    2nd quarter
    
    
    3rd quarter
    
    
    4th quarter
    
    
    TotalRevenue
    
    $
    26,860
    
    
    $
    26,289
    
    
    $
    26,337
    
    
    $
    26,943
    
    
    $
    106,429Earnings before income taxes
    
    
    17,679
    
    
    
    17,799
    
    
    
    18,039
    
    
    
    18,221
    
    
    
    71,738Net earnings
    
    
    11,209
    
    
    
    11,320
    
    
    
    11,454
    
    
    
    11,571
    
    
    
    45,554
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Note 14  Restatement Subsequent to issuance of our
2003 financial statements, we have corrected an error in our
consolidated statements of cash flows for the years ended January 31,
2004 and 2003. We historically recognized the increase in notes receivable from
affiliates in our consolidated statements of cash flows as a separate line item in operating
activities. However, we determined that the increase
in notes receivable from affiliates should be classified in investing activities and, accordingly,
have restated the accompanying consolidated statements of cash flows
for the years ended January 31, 2004 and 2003. The following table summarizes the impact of the restatement: AS ORIGINALLY
    
    
    RESTATEMENTFISCAL YEAR 2003
    
    REPORTED
    
    
    ADJUSTMENT
    
    


AS
RESTATEDCONSOLIDATED STATEMENT OF CASH FLOWS:Net cash (used in) from operating activities
    
    $
    (60,550
    )
    
    $
    121,040
    
    
    $
    60,490Net cash from (used in) investing activities
    
    
    18,628
    
    
    
    (121,040
    )
    
    
    (102,412
    )
 AS ORIGINALLY
    
    
    RESTATEMENTFISCAL YEAR 2002
    
    REPORTED
    
    
    ADJUSTMENT
    
    


AS
RESTATEDCONSOLIDATED STATEMENT OF CASH FLOWS:Net cash (used in) from operating activities
    
    $
    (45,406
    )
    
    $
    46,300
    
    
    $
    894Net cash from (used in) investing activities
    
    
    44,698
    
    
    
    (46,300
    )
    
    
    (1,602
    )
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Nordstrom Credit, Inc. and Subsidiary 
 Schedule II  Valuation and
 Qualifying Accounts
 (Dollars in thousands) Column C
    
    
    Column DColumn A
    
    Column B
    
    
    Additions
    
    
    Deductions
    
    
    Column EAccountBalance
    
    
    Charged to
    
    
    Charged
    
    
    write-offs
    
    
    Balancebeginning
    
    
    costs and
    
    
    to other
    
    
    net of
    
    
    end ofDescription
    
    of period
    
    
    expenses
    
    
    accounts
    
    
    recoveries
    
    
    periodAllowance for doubtful accounts  Retail charge card receivablesYear ended:January 29, 2005
    
    $
    20,320
    
    
    
    
    
    
    $
    24,115
    *
    
    $
    25,370
    
    
    $
    19,065January 31, 2004
    
    $
    22,385
    
    
    
    
    
    
    $
    26,638
    *
    
    $
    28,703
    
    
    $
    20,320January 31, 2003
    
    $
    23,022
    
    
    
    
    
    
    $
    28,918
    *
    
    $
    29,555
    
    
    $
    22,385
   *
    
    Bad debt expenses are reimbursed by Nordstrom, Inc. for Receivables generated through sales at
Nordstrom, Inc. stores. 24 of 28




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EXHIBIT INDEX Exhibit
    
    Method of Filing3.1
    
    Articles of Incorporation
    
    Incorporated by reference from the
Registrants Form 10-K for the year ended January 31, 1991, Exhibit 3.13.2
    
    By-laws, as amended and restated on May 19,
1998
    
    Incorporated by reference from the
Registrants Form 10-K for the year ended January 31, 2003, Exhibit 3.210.1
    
    Investment Agreement dated October 8, 1984 between
Registrant and Nordstrom, Inc.
    
    Incorporated by reference from the
Registrants Form 10, Exhibit 10.110.2
    
    Operating Agreement dated August 30, 1991 between
Registrant and Nordstrom National Credit Bank
    
    Incorporated by reference from the
Registrants Form 10-Q for the quarter
ended July 31, 1991, Exhibit 10.1, as
amended10.3
    
    First Amendment to the Operating Agreement dated
August 30, 1991 between Registrant and Nordstrom
National Credit Bank, dated March 1, 2000
    
    Incorporated by reference from the
Registrants Form 10-K for the year
ended January 31, 2001, Exhibit 10.310.4
    
    Second Amendment to the Operating Agreement dated
August 30, 1991 between Registrant and Nordstrom
National Credit Bank, dated October 1, 2001
    
    Incorporated by reference from the
Registrants Form 10-K for the year
ended January 31, 2002, Exhibit 10.410.5
    
    Corporate Services Agreement dated February 1, 2001
between Registrant and Nordstrom federal
savings bank (fsb)
    
    Incorporated by reference from the
Registrants Form 10-K for the year
ended January 31, 2001, Exhibit 10.410.6
    
    First Amendment to the Corporate Services
Agreement dated February 1, 2001 between
Registrant and Nordstrom fsb, dated February
1, 2001
    
    Incorporated by reference from the
Registrants Form 10-K for the year
ended January 31, 2003, Exhibit 10.610.7
    
    Second Amendment to the Corporate Services
Agreement dated February 1, 2001 between
Registrant and Nordstrom fsb, dated February
1, 2002
    
    Incorporated by reference from the
Registrants Form 10-K for the year
ended January 31, 2003, Exhibit 10.710.8
    
    Business Account Operating Agreement dated
February 1, 1997 between Registrant and
Nordstrom, Inc.
    
    Incorporated by reference from the
Registrants Form 10-K for the year
ended January 31, 2002, Exhibit 10.1610.9
    
    Amendment to the Business Account Operating
Agreement dated February 1, 1997 between
Registrant and Nordstrom, Inc., dated October 1,
2001
    
    Incorporated by reference from the
Registrants Form 10-K for the year
ended January 31, 2002, Exhibit 10.17
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Exhibit
    
    Method of Filing10.10
    
    Second Amendment to the Business Account
Operating Agreement dated February 1, 1997
between Registrant and Nordstrom, Inc., dated
November 30, 2001
    
    Incorporated by reference from the
Registrants Form 10-K for the year
ended January 31, 2002, Exhibit 10.1810.11
    
    Recourse Agreement dated March 1, 2001 between
Registrant and Nordstrom, Inc.
    
    Incorporated by reference from the
Registrants Form 10-K for the year
ended January 31, 2002, Exhibit 10.1910.12
    
    Amendment to the Recourse Agreement dated
March 1, 2001 between Registrant and Nordstrom,
Inc., dated October 1, 2001
    
    Incorporated by reference from the
Registrants Form 10-K for the year
ended January 31, 2002, Exhibit 10.2010.13
    
    Receivables Purchase Agreement dated October 1,
2001 between Registrant and Nordstrom Private Label Receivables, LLC
    
    Incorporated by reference from the
Registrants Form 10-K for the year
ended January 31, 2002, Exhibit 10.2110.14
    
    Transfer and Servicing Agreement dated October 1,
2001 between Nordstrom Private Label Receivables, LLC, Nordstrom fsb, Wells Fargo Bank Minnesota, N.A., and Nordstrom Private Label Credit Card
Master Note Trust
    
    Incorporated by reference from the
Registrants Form 10-K for the year
ended January 31, 2002, Exhibit 10.2210.15
    
    Master Indenture dated October 1, 2001 between
Nordstrom Private Label Credit Card Master Note Trust and Wells Fargo Bank Minnesota, N.A., as trustee
    
    Incorporated by reference from the
Registrants Form 10-K for the year
ended January 31, 2002, Exhibit 10.2310.16
    
    Series 2001-1 Indenture Supplement dated October 1,
2001 between Nordstrom Private Label Credit Card Master Note Trust and Wells Fargo Bank Minnesota, N.A. as trustee
    
    Incorporated by reference from the
Registrants Form 10-K for the year
ended January 31, 2002, Exhibit 10.2410.17
    
    Series 2001-2 Indenture Supplement dated
December 4, 2001 between Nordstrom Private Label
Credit Card Master Note Trust and Wells Fargo
Bank Minnesota, N.A. as trustee
    
    Incorporated by reference from the
Registrants Form 10-K for the year
ended January 31, 2002, Exhibit 10.2510.18
    
    Amended and Restated Trust Agreement dated
October 1, 2001 between Nordstrom Private Label
Receivables, LLC, and Wilmington Trust
Company, as trustee
    
    Incorporated by reference from the
Registrants Form 10-K for the year
ended January 31, 2002, Exhibit 10.2610.19
    
    Note Purchase Agreement dated December 4, 2001
between Nordstrom Private Label Receivables,
LLC, Nordstrom fsb, Falcon Asset Securitization
Corporation, and Bank One, NA, as agent
    
    Incorporated by reference from the
Registrants Form 10-K for the year
ended January 31, 2003, Exhibit 10.25
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##### Table of Contents



Exhibit
    
    Method of Filing10.20
    
    First Amendment to the Note Purchase Agreement
dated December 4, 2001 between Nordstrom
Private Label Receivables, LLC, Nordstrom fsb,
Falcon Asset Securitization Corporation, and
Bank One, NA, as agent, dated December 2, 2002
    
    Incorporated by reference from the
Registrants Form 10-K for the year
ended January 31, 2003, Exhibit 10.2610.21
    
    Second Amendment to the Note Purchase Agreement
dated December 4, 2001 between Nordstrom Private
Label Receivables, LLC, Nordstrom fsb, Falcon
Asset Securitization Corporation, and Bank One,
NA, as agent, dated December 2, 2003
    
    Incorporated by reference from the
Registrants Form 10-K for the year
ended January 31, 2004, Exhibit 10.2510.22
    
    Third Amendment to the Note Purchase Agreement
dated December 4, 2001 between Nordstrom Private
Label Receivables, LLC, Nordstrom fsb, Falcon
Asset Securitization Corporation, and Bank One,
NA, as agent, dated February 29, 2004
    
    Incorporated by reference from the
Registrants Form 10-Q for the
quarter ended May 1, 2004,
Exhibit 10.310.23
    
    Fourth Amendment to the Note Purchase Agreement
dated December 4, 2001 between Nordstrom Private
Label Receivables, LLC, Nordstrom fsb, Falcon
Asset Securitization Corporation, and Bank One,
NA, as agent, dated May 28, 2004
    
    Incorporated by reference from the
Registrants Form 10-Q for the
quarter ended May 1, 2004,
Exhibit 10.410.24
    
    Fifth Amendment to the Note Purchase Agreement
dated December 4, 2001 between Nordstrom Private
Label Receivables, LLC, Nordstrom fsb, Falcon
Asset Securitization Corporation, and Bank One,
NA, as agent, dated December 16, 2004
    
    Incorporated by reference from
Nordstrom, Inc.s Form 10-K for
the year ended January 29, 2005,
Exhibit 10.25.10.25
    
    Loan agreement dated February 1, 2002 between
Nordstrom, Inc. and Registrant
    
    Incorporated by reference from the
Registrants Form 10-Q for the
quarter ended April 30, 2002,
Exhibit 10.110.26
    
    Loan agreement dated February 1, 2002 between
Registrant and Nordstrom, Inc.
    
    Incorporated by reference from the
Registrants Form 10-Q for the
quarter ended April 30, 2002,
Exhibit 10.210.27
    
    Amended and Restated Master Note Agreement
dated March 1, 2004, between Nordstrom fsb and
Registrant
    
    Incorporated by reference from the
Registrants Form 10-Q for the
quarter ended May 1, 2004,
Exhibit 10.110.28
    
    Purchase and Sale Agreement dated December
16, 2002 between Registrant and Nudo-Weiner
Associates, LLC
    
    Incorporated by reference from the
Registrants Form 10-K for the year
ended January 31, 2003, Exhibit 10.30
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##### Table of Contents



Exhibit
    
    Method of Filing10.29
    
    First Amendment to the Purchase and Sale
Agreement dated December 16, 2002 between
Registrant and Nudo-Weiner Associates, LLC,
dated December 19, 2002
    
    Incorporated by reference from the
Registrants Form 10-K for the year
ended January 31, 2003, Exhibit 10.3110.30
    
    Note Purchase Agreement dated March 1, 2004,
between Nordstrom Credit Card Receivables, LLC,
Nordstrom fsb, and Registrant
    
    Incorporated by reference from the
Registrants Form 10-Q for the
quarter ended May 1, 2004,
Exhibit 10.210.31
    
    Omnibus Amendment Agreement dated June 30, 2004,
between Nordstrom Credit Card Receivables, LLC,
and Registrant
    
    Incorporated by reference from the
Registrants Form 10-Q for the
quarter ended July 31, 2004,
Exhibit 10.110.32
    
    Agreement Regarding the Note Purchase Agreements dated December 4, 2001 between Nordstrom Private Label Receivables, LLC and Nordstrom Credit Card Receivables LLC, dated December 16, 2004
    
    Filed herewith electronically12.1
    
    Computation of Ratio of Earnings Available for Fixed
Charges to Fixed Charges
    
    Filed herewith electronically23.1
    
    Consent of Independent Registered Public
Accounting Firm
    
    Filed herewith electronically31.1
    
    Certification of President required by
Section 302(a) of the Sarbanes-Oxley Act of 2002.
    
    Filed herewith electronically31.2
    
    Certification of Vice President and Treasurer
required by Section 302(a) of the Sarbanes-Oxley
Act of 2002.
    
    Filed herewith electronically32.1
    
    Certification of President and Vice President and
Treasurer pursuant to 18 U.S.C. 1350,
as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
    
    Furnished herewith electronically
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