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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

|    |  |                                                                                      
|--- |  | -------------------------------------------------------------------------------------
|[X] |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended January 31, 2002

|      |  |                                                                                         
|----- |  | ----------------------------------------------------------------------------------------
|[   ] |  | 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
incorporation or organization) |  | (IRS Employer
Identification No.)
|                                                               |  |                                  
|13531 East Caley, Englewood, Colorado                          |  | 80111                            
|                                                               |  |                                  
|(Address of principal executive offices)                       |  | (Zip code)                       

Registrants telephone number, including area code: 303-397-4700

Securities registered pursuant to Section 12(b) of the Act:
None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $.50 par value

---

(Title of class)


Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES [X] NO [   ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrants knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [   ]

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On March 31, 2002 Registrant had 10,000 shares of common stock ($.50 par value)
outstanding; all such shares are owned by Registrants parent, Nordstrom, Inc.

The Registrant meets the conditions set forth in General Instruction I(1)(a)
and (b) of Form 10-K and is therefore filing this Form with the reduced
disclosure format.

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|              |                                                                                                |  |  |  |  |  |  | 
|------------- | ---------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART I       
|              | Item 1. Business.                                                                             
|              | Item 2. Properties.                                                                           
|              | Item 3. Legal Proceedings.                                                                    
|              | Item 4. Submission of Matters to a Vote of Security Holders.                                  
|PART II      
|              | Item 5. Market for Registrants Common Equity and Related Stockholder Matters.                
|              | Item 6. Selected Financial Data.                                                              
|              | Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations.
|              | Item 7A. Quantitative and Qualitative Disclosures About Market Risk.                          
|              | Item 8. Financial Statements and Supplementary Data.                                          
|              | Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. 
|PART III     
|              | Item 10. Directors and Executive Officers of the Registrant.                                  
|              | Item 11. Executive Compensation.                                                              
|              | Item 12. Security Ownership of Certain Beneficial Owners and Management.                      
|              | Item 13. Certain Relationships and Related Transactions.                                      
|PART IV      
|              | Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.                    
|SIGNATURES   
|EXHIBIT INDEX
|EXHIBIT 10.4 
|EXHIBIT 10.11
|EXHIBIT 10.14
|EXHIBIT 10.15
|EXHIBIT 10.16
|EXHIBIT 10.17
|EXHIBIT 10.18
|EXHIBIT 10.19
|EXHIBIT 10.20
|EXHIBIT 10.21
|EXHIBIT 10.22
|EXHIBIT 10.23
|EXHIBIT 10.24
|EXHIBIT 10.25
|EXHIBIT 10.26
|EXHIBIT 12.1 
|EXHIBIT 23.1 



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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 17 of this report, which is incorporated herein by
reference.




Item 2. Properties.

The Company owns an office building in Englewood, Colorado where its principal
offices are located.




Item 3. Legal Proceedings.

The Company is not a party to any material legal proceedings.




Item 4. Submission of Matters to a Vote of Security Holders.

Not required under reduced disclosure format.




PART II




Item 5. Market for Registrants Common Equity and Related Stockholder Matters.

The class of securities registered is the Companys common stock, $.50 par
value per share. There are 100,000 shares of authorized common stock, of which
10,000 shares were issued and outstanding as of March 31, 2002. The Companys
common stock is owned entirely by its parent, Nordstrom, Inc. (Nordstrom).
The stock has not been traded and, accordingly, no market value has been
established. No dividends were paid in the fiscal years ended January 31, 2002
and 2001.




Item 6. Selected Financial Data.

Not required under reduced disclosure format.

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Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations.

Service charge income decreased slightly in 2001 as compared to 2000 primarily
as a result of a decline in the service charge rate, caused by a decline in
interest rates. The decrease in service charge income was offset by a slight
increase in the average accounts receivable balances on which the Company earns
service fees.

Net interest expense decreased in 2001 as compared to 2000 due primarily to a
decrease in short-term interest rates, offset by an increase in the volume of
long-term debt outstanding.

Servicing and marketing fees paid to Nordstrom fsb decreased in 2001 as
compared to 2000 due to higher marketing costs in 2000 associated with the
company-wide program, the Reinvent campaign. The decrease can also be
attributed to a change in the servicing fee structure between the Company and
Nordstrom fsb.

Selling, general and administrative expenses increased in 2001 as compared to
2000 in part as a result of charges associated with the Nordstrom credit card
rewards program wherein customers earn points from purchases at Nordstrom which
are redeemable for merchandise at Nordstrom stores upon the accumulation of a
specified number of points. The increase is also attributed to a change in the
Companys policy effective February 1, 2001, pursuant to which the Company now
incurs bad debt expense related to returned checks instead of Nordstrom,
provided the store followed proper check acceptance procedures.

Certain other information required under this item is included in Notes 1, 2
and 6 to the Financial Statements on pages 17, 18, 20 and 21 respectively, of
this report, which are incorporated herein by reference.




Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

The Company is exposed to market risk from changes in interest rates. In
seeking to minimize risk, the Company manages exposure through its regular
operating and financing activities. The Company does not use financial
instruments for trading or other speculative purposes and is not party to any
leveraged financial instruments.

The Company manages interest rate exposure through its mix of fixed and
variable rate borrowings which finance customer accounts receivable. Short-term
borrowings generally bear interest at variable rates but, because they have
maturities of three months or less, the Company believes that the risk of
material loss is low.

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The table below presents principal amounts and related weighted average
interest rates by year of maturity. All items described in the table are
non-trading and are stated in U.S. dollars.

|                                                    |                             |      |         |      |   |      |   |      |  |      |   |            |  |       |         |      |         |      |         |     |         |  |   |   |         |   |         |     |   |   |             |  |  |   |         |  | 
|--------------------------------------------------- | --------------------------- | ---- | ------- | ---- | - | ---- | - | ---- |  | ---- | - | ---------- |  | ----- | ------- | ---- | ------- | ---- | ------- | --- | ------- |  | - | - | ------- | - | ------- | --- | - | - | ----------- |  |  | - | ------- |  | 
|                                                    |                             |      |         |      |   |      |   |      |  |      |   |            |  |       |         |      |         |      |         |     |         |  |   |   |         |   |         |     |   |   | Fair Value 
|                                                    |                             |      |         |      |   |      |   |      |  |      |   |            |  |       |         |      |         |      |         |     |         |  |   |   |         |   |         |     |   |   | January 31,
|                                                    |                             |      |         |      |   |      |   |      |  |      |   |            |  |       |         |      |         |      |         |     |         |  |   |   |         |   |         |     |   |   |            
|Dollars in thousands                                |                             | 2002 |         | 2003 |   | 2004 |   | 2005 |  | 2006 |   | Thereafter |  | Total |         | 2002 |         | 2001
|                                                    |                             |      |         |      |   |      |   |      |  |      |   |            |  |       |         |      |         |     
|INTEREST RATE RISK                                  |                             |      |         |      |   |      |   |      |  |      |   |            |  |       |         |      |         |      |         |     |         |  |   |   |         |   |         |     |   |   |             |  |  |   |         | 
|ASSETS                                              |                             |      |         |      |   |      |   |      |  |      |   |            |  |       |         |      |         |      |         |     |         |  |   |   |         |   |         |     |   |   |             |  |  |   |         | 
|Customer accounts receivable                        |                             | $    | 643,943 |      |   |      |   |      |  |      |   |            |  |       |         | $    | 643,943 |      |         | $   | 643,943 |  |   | $ | 661,655 |  
|                                                    | Variable interest rate*     |      |         | 16.5 | % |      |   |      |  |      |   |            |  |       |         |      |         | 16.5 | %       |     |         |  |  
|Note receivable from
Nordstrom, Inc.                |                             | $    | 17,215  |      |   |      |   |      |  |      |   |            |  |       |         | $    | 17,215  |      |         | $   | 17,215  |  |   |   |        |  
|                                                    | Year end Interest rate      |      |         | 1.7  | % |      |   |      |  |      |   |            |  |       |         |      |         | 1.7  | %       |     |         |  |  
|Note receivable from Nordstrom
federal savings bank |                             | $    | 20,880  |      |   |      |   |      |  |      |   |            |  |       |         | $    | 20,880  |      |         | $   | 20,880  |  |   |   |        |  
|                                                    | Year end Interest rate      |      |         | 1.7  | % |      |   |      |  |      |   |            |  |       |         |      |         | 1.7  | %       |     |         |  |  
|LIABILITIES                                         |                             |      |         |      |   |      |   |      |  |      |   |            |  |       |         |      |         |      |         |     |         |  |   |   |         |   |         |     |   |   |             |  |  |   |         | 
|Note payable to Nordstrom, Inc.                     |                             |      |        |      |   |      |   |      |  |      |   |            |  |       |         |      |        |      |         |     |        |  |   | $ | 301,430 |  
|                                                    | Year end interest rate      |      |         |     |   |      |   |      |  |      |   |            |  |       |         |      |         |     |         |     |         |  |  
|Long-term debt                                      |                             | $    | 76,750  |      |   |      |  |      |  |      |  |            |  | $     | 100,000 |      |         | $    | 300,000 |     |         |  |  |   |         | $ | 476,750 |     |   | $ | 471,251     |  |  | $ | 183,666 | 
|                                                    | Fixed average
interest rate |      |         | 7.3  | % |      |   |     |  |      |   |           |  |       |         | 6.7  | %       |      |         | 4.8 | %       |  |   |  |         |   |         | 5.6 | % |   |             |  | 

*     This is the Companys weighted average interest rate on customer accounts
receivable, which is primarily a floating rate based on prime. The actual
effective interest rate is lower due to accounts which are paid off within 30
days and defaults.




Item 8. Financial Statements and Supplementary Data.



| | A) |  | Financial Statements and Supplementary Data                                                                                                                                                                                   
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |    |  | The consolidated financial statements and notes to the consolidated
financial statements listed in the Index to Consolidated Financial
Statements and Schedule on page 11 of this report are incorporated
herein by reference.
|
| | B) |  | Other Financial Statements and Schedule                                                                                                                                                                                       
|
| |    |  | The schedule required under Regulation S-X is filed pursuant to
Item 14 of this report.                                                                                                                                       




Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None

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PART III




Item 10. Directors and Executive Officers of the Registrant.

Not required under reduced disclosure format.




Item 11. Executive Compensation.

Not required under reduced disclosure format.




Item 12. Security Ownership of Certain Beneficial Owners and Management.

Not required under reduced disclosure format.




Item 13. Certain Relationships and Related Transactions.

Not required under reduced disclosure format.




PART IV




Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.



|(a) |  | 1. Financial Statements                                                                                                                                                                                                                                        
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | The following consolidated financial statements of the Company and the
Independent Auditors Report are incorporated by reference in Part II,
Item 8:                                                                                                          
|   
|    |  | Independent Auditors Report
     Consolidated Statements of Earnings
     Consolidated Balance Sheets
     Consolidated Statements of Investment of Nordstrom, Inc.
     Consolidated Statements of Cash Flows
     Notes 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 11 of this report is
incorporated herein by reference.                                                                                          

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|        |  |                                                                                                                                                                                                                                                                                                                                                                  
|------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a)3.   |  | Exhibits                                                                                                                                                                                                                                                                                                                                                         
|(3.1)   |  | Articles of Incorporation of the Registrant are hereby incorporated by
reference from the Registrants Form 10-K for the year ended January
31, 1991, Exhibit 3.1.                                                                                                                                                                                               
|        |  |                                                                                                                                                                                                                                                                                                                                                                  
|(3.2)   |  | By-laws of the Registrant, as amended and restated on December 19,
1995, are hereby incorporated by reference from the Registrants Form
10-K for the year ended January 31, 1996, Exhibit 3.3.                                                                                                                                                                  
|        |  |                                                                                                                                                                                                                                                                                                                                                                  
|(10.1)  |  | Investment Agreement dated October 8, 1984 between Registrant and
Nordstrom, Inc. is hereby incorporated by reference from the
Registrants Form 10, Exhibit 10.1.                                                                                                                                                                                               
|        |  |                                                                                                                                                                                                                                                                                                                                                                  
|(10.2)  |  | Operating Agreement dated August 30, 1991 between Registrant and
Nordstrom National Credit Bank is hereby incorporated by reference
from the Registrants Form 10-Q for the quarter ended July 31, 1991,
Exhibit 10.1, as amended.                                                                                                                               
|        |  |                                                                                                                                                                                                                                                                                                                                                                  
|(10.3)  |  | First Amendment to the Operating Agreement dated August 30, 1991
between Registrant and Nordstrom National Credit Bank, dated March 1,
2000 is hereby incorporated by reference from the Registrants Form
10-K for the year ended January 31, 2001, Exhibit 10.3.                                                                                               
|        |  |                                                                                                                                                                                                                                                                                                                                                                  
|(10.4)  |  | Second Amendment to the Operating Agreement dated August 30, 1991
between Registrant and Nordstrom National Credit Bank, dated October
1, 2001 is filed herein as an Exhibit.                                                                                                                                                                                    
|        |  |                                                                                                                                                                                                                                                                                                                                                                  
|(10.5)  |  | Corporate Services Agreement dated February 1, 2001 between Registrant
and Nordstrom federal savings bank (fsb) is hereby incorporated by
reference from the Registrants Form 10-K for the year ended January
31, 2001, Exhibit 10.4.                                                                                                                           
|        |  |                                                                                                                                                                                                                                                                                                                                                                  
|(10.6)  |  | 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.                                                                                                                                                              
|        |  |                                                                                                                                                                                                                                                                                                                                                                  
|(10.7)  |  | 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.                                                                                                                    
|        |  |                                                                                                                                                                                                                                                                                                                                                                  
|(10.8)  |  | Series 1996-A Supplement to Master Pooling and Servicing Agreement
dated August 14, 1996 between Registrant, Nordstrom National Credit
Bank, and Norwest Bank Colorado, N.A., as trustee, is incorporated by
reference from the Registrants Form 10-Q for the quarter ended
October 31, 1996, Exhibit 10.3.                                                     
|        |  |                                                                                                                                                                                                                                                                                                                                                                  
|(10.9)  |  | Amendment to the Series 1996-A Supplement to Master Pooling and
Servicing Agreement dated August 14, 1996 between Registrant,
Nordstrom National Credit Bank and Norwest Bank Colorado, N.A., as
trustee, dated December 10, 1997, is hereby incorporated by reference
from the Registrants Form 10-K for the year ended January 31, 1998,
Exhibit 10.13.       
|        |  |                                                                                                                                                                                                                                                                                                                                                                  
|(10.10) |  | Second Amendment to the Series 1996-A Supplement to Master Pooling and
Servicing Agreement dated August 14, 1996 between Registrant,
Nordstrom National Credit Bank and Norwest Bank Colorado, N.A., as
trustee, dated February 28, 1999, is hereby incorporated by reference
from the Registrants Form 10-Q for the quarter ended April 30, 1999,
Exhibit 10.1.

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|        |  |                                                                                                                                                                                                                                                                     
|------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(10.11) |  | Third 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 October 1, 2001 is filed herein as an Exhibit.
|        |  |                                                                                                                                                                                                                                                                     
|(10.12) |  | 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.                                                 
|        |  |                                                                                                                                                                                                                                                                     
|(10.13) |  | 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.                                         
|        |  |                                                                                                                                                                                                                                                                     
|(10.14) |  | Loan Agreement dated November 1, 2001 between Nordstrom, Inc. and
Registrant is filed herein as an exhibit                                                                                                                                                          
|        |  |                                                                                                                                                                                                                                                                     
|(10.15) |  | Loan Agreement dated March 1, 2000 between Nordstrom fsb and
Registrant is filed herein as an exhibit.                                                                                                                                                              
|        |  |                                                                                                                                                                                                                                                                     
|(10.16) |  | Business Account Operating Agreement dated February 1, 1997 between
Registrant and Nordstrom, Inc. is filed herein as an Exhibit.                                                                                                                                   
|        |  |                                                                                                                                                                                                                                                                     
|(10.17) |  | Amendment to the Business Account Operating Agreement dated February
1, 1997 between Registrant and Nordstrom, Inc., dated October 1, 2001
is filed herein as an Exhibit.                                                                                           
|        |  |                                                                                                                                                                                                                                                                     
|(10.18) |  | Second Amendment to the Business Account Operating Agreement dated
February 1, 1997 between Registrant and Nordstrom, Inc., dated
November 30, 2001 is filed herein as an Exhibit.                                                                                  
|        |  |                                                                                                                                                                                                                                                                     
|(10.19) |  | Recourse Agreement dated March 1, 2001 between Registrant and
Nordstrom, Inc. is filed herein as an Exhibit.                                                                                                                                                        
|        |  |                                                                                                                                                                                                                                                                     
|(10.20) |  | Amendment to the Recourse Agreement dated March 1, 2001 between
Registrant and Nordstrom, Inc., dated October 1, 2001 is filed herein
as an Exhibit.                                                                                                                
|        |  |                                                                                                                                                                                                                                                                     
|(10.21) |  | Receivables Purchase Agreement dated October 1, 2001 between
Registrant and Nordstrom Private Label Receivables, LLC is filed
herein as an Exhibit.                                                                                                                 
|        |  |                                                                                                                                                                                                                                                                     
|(10.22) |  | 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 is filed herein as an Exhibit.                  
|        |  |                                                                                                                                                                                                                                                                     
|(10.23) |  | Master Indenture dated October 1, 2001 between Nordstrom Private Label
Credit Card Master Note Trust and Wells Fargo Bank Minnesota, N.A., as
trustee, is filed herein as an Exhibit.                                                                               
|        |  |                                                                                                                                                                                                                                                                     
|(10.24) |  | 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, is filed herein as an Exhibit.                                                             
|        |  |                                                                                                                                                                                                                                                                     
|(10.25) |  | 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, is filed herein as an Exhibit.                                                            

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|        |  |                                                                                                                                                                                      
|------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(10.26) |  | Amended and Restated Trust Agreement dated October 1, 2001 between
Nordstrom Private Label Receivables, LLC, and Wilmington Trust
Company, as trustee, 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.                                                                                                                         

All other exhibits are omitted because they are not applicable, or not
required, or because the required information is included in the financial
statements or notes thereto.



| | (b) |  | Reports on Form 8-K                                                                                    
| | --- |  | -------------------------------------------------------------------------------------------------------
|
| |     |  | No reports on Form 8-K were filed during the last quarter of the
period for which this report is filed.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

|                     |  |     |                                     |                                                                       
|-------------------- |  | --- | ----------------------------------- | ----------------------------------------------------------------------
|                     |  |     | NORDSTROM CREDIT, INC.
(Registrant)
|Date: April 18, 2002 |  | /s/ |                                     | Michael G. Koppel                                                     
|                     |  |    
|                     |  | by: |                                     | Michael G. Koppel
Executive Vice President and
Chief 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/ |  | Kevin T. Knight                                                                                                     |  | /s/ |  | Blake W. Nordstrom         
|    |  |                                                                                                                    
|    |  | Kevin T. Knight
Director and President
(Principal Executive Officer)                                                |  |     |  | Blake W. Nordstrom
Director
|    |  |                                                                                                                     |  |     |  |                            
|/s/ |  | Michael G. Koppel                                                                                                   |  | /s/ |  | Carol S. Powell            
|    |  |                                                                                                                    
|    |  | Michael G. Koppel
Executive Vice President and
Chief Financial Officer
(Principal Accounting and
Financial Officer) |  |     |  | Carol S. Powell
Director   

Date: April 18, 2002

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NORDSTROM CREDIT, INC. AND SUBSIDIARY
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE

|                                                            |                                                 |  |        |    | 
|----------------------------------------------------------- | ----------------------------------------------- |  | ------ | -- | 
|                                                            |                                                 |  | Page  
|                                                            |                                                 |  | Number
|                                                            |                                                 |  |       
|Independent Auditors Report                                |                                                 |  | 12     |   
|Consolidated Statements of Earnings                         |                                                 |  | 13     |   
|Consolidated Balance Sheets                                 |                                                 |  | 14     |   
|Consolidated Statements of Investment of Nordstrom, Inc.    |                                                 |  | 15     |   
|Consolidated Statements of Cash Flows                       |                                                 |  | 16     |   
|Notes to Consolidated Financial Statements                  |                                                 |  | 17     |   
|Additional 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 financial statements
or notes thereto.

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INDEPENDENT AUDITORS REPORT

Board of Directors
Nordstrom Credit, Inc.
Englewood, Colorado

We have audited the accompanying consolidated balance sheets of Nordstrom
Credit, Inc. and subsidiary (the Company) as of January 31, 2002 and 2001,
and the related consolidated statements of earnings, investment of Nordstrom,
Inc. and cash flows for each of the three years in the period ended January 31,
2002. Our audits also included the financial statement schedule listed in the
accompanying Index to Consolidated Financial Statements and Schedule. These
financial statements and the financial statement schedule are the
responsibility of the Companys management. Our responsibility is to express
an opinion on these financial statements and financial statement schedule based
on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the accompanying consolidated financial statements present
fairly, in all material respects, the financial position of Nordstrom Credit,
Inc. and subsidiary as of January 31, 2002 and 2001, and the results of their
operations and their cash flows for each of the three years in the period ended
January 31, 2002, 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, presents fairly in all material respects
the information set forth therein.

/s/Deloitte & Touche LLP
Seattle, Washington
April 18, 2002

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NORDSTROM CREDIT, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF EARNINGS
(Dollars in thousands)

|                                                               |                |                                                    |        |         |         |      |        |         |         |   |        |        |        | 
|-------------------------------------------------------------- | -------------- | -------------------------------------------------- | ------ | ------- | ------- | ---- | ------ | ------- | ------- | - | ------ | ------ | ------ | 
|Year Ended January 31,                                         |                | 2002                                               |        | 2001    |         | 2000
|                                                               |                |                                                    |        |         |         |     
|Revenue:                                                       |                |                                                    |        |         |         |      |        |         |         |   |        |       
|                                                               |                | Service charge income                              |        | $       | 106,097 |      |        |         | 106,440 |   |        | $      | 98,479 | 
|                                                               |                | Rental income from affiliates                      |        |         | 2,041   |      |        |         | 1,346   |   |        |        | 1,335  | 
|                                                               |                |                                                    |        |         |         |      |        |         |         |   |        |       
|                                                               | Total revenue  |                                                    |        | 108,138 |         |      |        | 107,786 |         |   |        | 99,814 |       
|Expenses:                                                      |                |                                                    |        |         |         |      |        |         |         |   |        |       
|                                                               |                | Interest, net                                      |        |         | 24,707  |      |        |         | 29,322  |   |        |        | 27,203 | 
|                                                               |                | Servicing and marketing fees paid to Nordstrom fsb |        |         | 32,496  |      |        |         | 42,452  |   |        |        | 36,206 | 
|                                                               |                | Selling, general and administrative                |        |         | 27,506  |      |        |         | 20,747  |   |        |        | 1,729  | 
|                                                               |                |                                                    |        |         |         |      |        |         |         |   |        |       
|                                                               | Total expenses |                                                    |        | 84,709  |         |      |        | 92,521  |         |   |        | 65,138 |       
|                                                               |                |                                                    |        |         |         |      |        |         |         |   |        |       
|Earnings before income taxes                                   |                |                                                    | 23,429 |         |         |      | 15,265 |         |         |   | 34,676 |       
|Income taxes                                                   |                |                                                    | 8,700  |         |         |      | 5,700  |         |         |   | 12,400 |       
|                                                               |                |                                                    |        |         |         |      |        |         |         |   |        |       
|Net earnings                                                   |                | $                                                  | 14,729 |         |         | $    | 9,565  |         |         | $ | 22,276 |       
|                                                               |                |                                                    |        |         |         |      |        |         |         |   |        |       
|Ratio of earnings available for
fixed charges to fixed charges |                |                                                    | 1.94   |         |         |      | 1.52   |         |         |   | 2.27   |       
|                                                               |                |                                                    |        |         |         |      |        |         |         |   |        |       

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

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NORDSTROM CREDIT, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)

|                                                                                            |                   |      |         |         |  |   |         |         | 
|------------------------------------------------------------------------------------------- | ----------------- | ---- | ------- | ------- |  | - | ------- | ------- | 
|January 31,                                                                                 |                   | 2002 |         | 2001   
|                                                                                            |                   |      |         |        
|ASSETS                                                                                      |                   |      |         |         |  |   |         |        
|Cash and cash equivalents                                                                   |                   | $    | 3,368   |         |  | $ | 152     |        
|Customer accounts receivable, net of
allowance for doubtful accounts of
$23,022 and $16,531 |                   |      | 620,921 |         |  |   | 645,124 |        
|Receivable from Affiliates and other                                                        |                   |      | 43,849  |         |  |   | 7,650   |        
|Land, buildings and equipment, net (at cost)                                                |                   |      | 5,204   |         |  |   | 4,471   |        
|Deferred taxes and other assets                                                             |                   |      | 10,168  |         |  |   | 5,918   |        
|                                                                                            |                   |      |         |         |  |   |         |        
|                                                                                            |                   | $    | 683,510 |         |  | $ | 663,315 |        
|                                                                                            |                   |      |         |         |  |   |         |        
|LIABILITIES AND INVESTMENT OF NORDSTROM, INC                                                |                   |      |         |         |  |   |         |        
|Note payable to Nordstrom, Inc.                                                             |                   | $    |        |         |  | $ | 301,430 |        
|Payable to affiliates                                                                       |                   |      | 22,796  |         |  |   | 414     |        
|Accrued interest, taxes and other                                                           |                   |      | 7,080   |         |  |   | 11,566  |        
|Long-term debt                                                                              |                   |      | 476,750 |         |  |   | 187,750 |        
|                                                                                            |                   |      |         |         |  |   |         |        
|                                                                                            | Total liabilities |      |         | 506,626 |  |   |         | 501,160 | 
|Investment of Nordstrom, Inc.                                                               |                   |      | 176,884 |         |  |   | 162,155 |        
|                                                                                            |                   |      |         |         |  |   |         |        
|                                                                                            |                   | $    | 683,510 |         |  | $ | 663,315 |        
|                                                                                            |                   |      |         |         |  |   |         |        

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

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NORDSTROM CREDIT, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INVESTMENT OF NORDSTROM, INC.
(Dollars in thousands, except per share amounts)

|                            |  |                               |        |          |  |          |        |       |  |   |         |  |  |   |         | 
|--------------------------- |  | ----------------------------- | ------ | -------- |  | -------- | ------ | ----- |  | - | ------- |  |  | - | ------- | 
|                            |  | Common Stock, $.50 par value, |        |          |  |          |        |       |  |  
|                            |  | 100,000 shares authorized     |        |          |  |          |        |       |  |  
|                            |  |                               |        | Retained |  |          |        |      
|                            |  | Shares                        |        | Amount   |  | Earnings |        | Total
|                            |  |                               |        |          |  |          |        |      
|Balance at February 1, 1999 |  |                               | 10,000 |          |  | $        | 55,058 |       |  | $ | 75,256  |  |  | $ | 130,314 | 
|Net earnings                |  |                               |        |          |  |          | 22,276 |       |  |   | 22,276  | 
|                            |  |                               |        |          |  |          |        |       |  |   |         |  |  |   |         | 
|Balance at January 31, 2000 |  |                               | 10,000 |          |  |          | 55,058 |       |  |   | 97,532  |  |  |   | 152,590 | 
|Net earnings                |  |                               |        |          |  |          | 9,565  |       |  |   | 9,565   | 
|                            |  |                               |        |          |  |          |        |       |  |   |         |  |  |   |         | 
|Balance at January 31, 2001 |  |                               | 10,000 |          |  | $        | 55,058 |       |  |   | 107,097 |  |  |   | 162,155 | 
|Net earnings                |  |                               |        |          |  |          | 14,729 |       |  |   | 14,729  | 
|                            |  |                               |        |          |  |          |        |       |  |   |         |  |  |   |         | 
|Balance at January 31, 2002 |  |                               | 10,000 |          |  | $        | 55,058 |       |  | $ | 121,826 |  |  | $ | 176,884 | 
|                            |  |                               |        |          |  |          |        |       |  |   |         |  |  |   |         | 

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

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NORDSTROM CREDIT, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)

|                                                     |                                                                                     |                               |                                      |          |     |        |         |         |     |        |         |         |     |        |  
|---------------------------------------------------- | ----------------------------------------------------------------------------------- | ----------------------------- | ------------------------------------ | -------- | --- | ------ | ------- | ------- | --- | ------ | ------- | ------- | --- | ------ | -
|Year Ended January 31,                               |                                                                                     | 2002                          |                                      | 2001     |     | 2000  
|                                                     |                                                                                     |                               |                                      |          |     |       
|OPERATING ACTIVITIES:                                |                                                                                     |                               |                                      |          |     |        |         |         |     |        |         |        
|                                                     | Net earnings                                                                        |                               | $                                    | 14,729   |     |        | $       | 9,565   |     |        | $       | 22,276  |    
|                                                     | Adjustments to reconcile net earnings
to net cash provided by
operating activities: |                               |                                      |          |     |        |         |         |     |        |         |         |    
|                                                     |                                                                                     | Depreciation and amortization |                                      |          | 875 |        |         |         | 549 |        |         |         | 616 |       
|                                                     |                                                                                     | Change in:                    |                                      |          |     |        |         |         |     |        |         |         |     |       
|                                                     |                                                                                     |                               | Receivable from Affiliates and other |          |     | 1,896  |         |         |     | (5,558 | )       |         |     | 617    |  
|                                                     |                                                                                     |                               | Deferred taxes and other assets      |          |     | (4,462 | )       |         |     | 935    |         |         |     | 3,264  |  
|                                                     |                                                                                     |                               | Payable to Affiliates                |          |     | 22,382 |         |         |     | 414    |         |         |     | (3,610 | )
|                                                     |                                                                                     |                               | Accrued interest, taxes and other    |          |     | (4,486 | )       |         |     | 6,201  |         |         |     | (1,055 | )
|                                                     | Additions to notes receivable from
Affiliates, net                                  |                               |                                      | (38,095  | )   |        |         |        |     |        |         |        |    
|                                                     |                                                                                     |                               |                                      |          |     |        |         |         |     |        |         |        
|Net cash (used in) provided by operating
activities  |                                                                                     |                               | (7,161                               | )        |     |        | 12,106  |         |     |        | 22,108  |        
|                                                     |                                                                                     |                               |                                      |          |     |        |         |         |     |        |         |        
|INVESTING ACTIVITIES:                                |                                                                                     |                               |                                      |          |     |        |         |         |     |        |         |        
|                                                     | (Increase) decrease in customer
accounts receivable, net                            |                               |                                      | 24,203   |     |        |         | (86,433 | )   |        |         | 7,752   |    
|                                                     | Additions to property and equipment, net                                            |                               |                                      | (1,396   | )   |        |         | (495    | )   |        |         | (23     | )  
|                                                     |                                                                                     |                               |                                      |          |     |        |         |         |     |        |         |        
|Net cash provided by (used in) investing
activities  |                                                                                     |                               | 22,807                               |          |     |        | (86,928 | )       |     |        | 7,729   |        
|                                                     |                                                                                     |                               |                                      |          |     |        |         |         |     |        |         |        
|FINANCING ACTIVITIES:                                |                                                                                     |                               |                                      |          |     |        |         |         |     |        |         |        
|                                                     | Payments of commercial paper, net                                                   |                               |                                      |         |     |        |         |        |     |        |         | (78,784 | )  
|                                                     | (Repayments) borrowings under note payable
to Nordstrom, Inc., net                  |                               |                                      | (301,430 | )   |        |         | 132,350 |     |        |         | 107,080 |    
|                                                     | Principal payments on long-term debt                                                |                               |                                      | (11,000  | )   |        |         | (57,600 | )   |        |         | (58,000 | )  
|                                                     | Proceeds from issuance of long-term debt                                            |                               |                                      | 300,000  |     |        |         |        |     |        |         |        |    
|                                                     |                                                                                     |                               |                                      |          |     |        |         |         |     |        |         |        
|Net cash (used in) provided by financing
activities  |                                                                                     |                               | (12,430                              | )        |     |        | 74,750  |         |     |        | (29,704 | )      
|                                                     |                                                                                     |                               |                                      |          |     |        |         |         |     |        |         |        
|Net (decrease) increase in cash and
cash equivalents |                                                                                     |                               | 3,216                                |          |     |        | (72     | )       |     |        | 133     |        
|Cash and cash equivalents at beginning
of year       |                                                                                     |                               | 152                                  |          |     |        | 224     |         |     |        | 91      |        
|                                                     |                                                                                     |                               |                                      |          |     |        |         |         |     |        |         |        
|Cash and cash equivalents at end of year             |                                                                                     | $                             | 3,368                                |          |     | $      | 152     |         |     | $      | 224     |        
|                                                     |                                                                                     |                               |                                      |          |     |        |         |         |     |        |         |        

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

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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), 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).
The Accounts originate through the use of credit cards issued by Nordstrom fsb,
(the Bank) a federal savings association organized as a wholly-owned
subsidiary of Nordstrom effective August 30, 1991.

The Company and the Bank are parties to an operating agreement dated August 30,
1991, as amended on March 1, 2000 and October 1, 2001 (the Operating
Agreement) under 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). The Bank performs the servicing
functions for the Accounts. Previously, the Company paid the Bank a servicing
fee of 2.3% based on the amount of such Accounts originated, effective through
October 31, 2001. Effective November 1, 2001, the Company pays a servicing fee
of 2% to the Bank based on average accounts receivable balances. The Company
also pays a monthly marketing fee to the Bank for its marketing efforts to
increase customer accounts receivable balances upon which the Company earns
service charge income.

On October 1, 2001, the Company 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 Companys
private label receivables. The Company sells substantially all of the private
label 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.

In the first quarter of 2000, the Company implemented a customer loyalty
program for the Nordstrom private label credit card. Customers earn reward
points based on their spending habits. Upon the accumulation of a specified
number of points, the customer is given a merchandise certificate to be
redeemed at any Nordstrom store. The expense is accrued by the Company as the
reward points are earned. When the merchandise certificate is issued, the
liability is assumed by Nordstrom.

The Company and Nordstrom are parties to an investment agreement (the
Investment Agreement) dated October 8, 1984, which, among other things,
governs ownership of Company stock and the financial relationships between
Nordstrom and the Company. The Investment Agreement requires that Nordstrom
maintain the Companys ratio of earnings available for fixed charges to fixed
charges at not less than 1.25:1 and further requires that Nordstrom retain
ownership of all the outstanding shares of stock of the Company. This
agreement does not, however, represent a guarantee by Nordstrom of the payment
of any obligation of the Company.

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NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation: The consolidated financial statements include the
balances of Nordstrom Credit, Inc. and Nordstrom Private Label Receivables
LLC. All significant intercompany transactions and balances are eliminated in
consolidation.

Use of Estimates: Management makes estimates and assumptions that affect the
reported amounts in the financial statements and accompanying notes. Actual
results could differ from those estimates.

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.

Asset Impairment: The Company reviews its long-lived assets for impairment
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,
customer accounts receivable, notes receivable and notes payable approximates
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 $471,251 and $183,666 at January 31, 2002 and 2001.

Recent Accounting Pronouncements: In February 2001, the Company adopted
Statement of Financial Accounting Standards (SFAS) No. 133, Accounting for
Derivative Instruments and Hedging Activities, as amended by SFAS No. 137 and
No. 138. It requires the fair value of all derivatives to be recognized as
either assets or liabilities, and specifies accounting for changes in their
fair value. Adoption of this standard did not have a material impact on the
Companys financial statements.

In March 2001, the Company adopted SFAS No. 140 Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities, a
replacement of SFAS No. 125 with the same title. It revises the standards for
securitizations and other transfers of financial assets and collateral and
requires certain additional disclosures, but otherwise retains most of SFAS No.
125s provisions. Adoption of this standard did not have a material impact on
the Companys financial statements.

The Emerging Issues Task Force (EITF) has reached a consensus on Issue No.
99-20, Recognition of Interest Income and Impairment on Purchased and Retained
Beneficial Interests in Securitized Financial Assets, which provides guidance
on how a transferor that retains an interest in securitized financial assets,
or an enterprise that purchases a beneficial interest in securitized financial
assets, should account for related interest income and impairment. Adoption of
this accounting issue in the quarter ended July 31, 2001, did not have a
material impact on the Companys financial statements.

In February 2002, the Company adopted SFAS No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets. SFAS No. 144 retains the
fundamental provisions of SFAS No. 121, but establishes new criteria for asset
classification and broadens the scope of qualifying discontinued operations.
The adoption of this statement did not have a material impact on the Companys
financial statements.

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NOTE 3  RELATED PARTY TRANSACTIONS

The Company owns an office building in Englewood, Colorado, and leases space in
the building to the Bank on a month-to-month basis. Rent received from the
Bank was $1,980 in 2001 and $1,285 in 2000 and 1999. The Company also owns
property adjacent to the office building on which Nordstrom locates its data
center. Rent received from Nordstrom for the data center, under a
month-to-month agreement, was $61 in 2001 and 2000, and $50 in 1999,
respectively.

The Company pays a monthly marketing fee to the Bank for its marketing efforts
to increase customer accounts receivable balances upon which the Company earns
service charge income. The fee is based on the amount of revenue generated by
the Companys customer accounts receivable. Fees paid to the Bank were $5,899
in 2001, $10,300 in 2000 and $7,200 in 1999.

NOTE 4  INTEREST, NET

The components of interest, net are as follows:

|                                |  |      |        |      |  |      |        |   |  |   |        |  
|------------------------------- |  | ---- | ------ | ---- |  | ---- | ------ | - |  | - | ------ | -
|Year ended January 31,          |  | 2002 |        | 2001 |  | 2000
|                                |  |      |        |      |  |     
|Note payable to Nordstrom, Inc. |  | $    | 8,410  |      |  | $    | 15,487 |   |  |   | 6,611  |  
|Commercial paper                |  |      |       |      |  |      |       |   |  |   | 137    |  
|Long-term debt                  |  |      | 16,602 |      |  |      | 13,852 |   |  |   | 20,460 |  
|                                |  |      |        |      |  |      |        |   |  |   |        |  
|Total interest cost             |  |      | 25,012 |      |  |      | 29,339 |   |  |   | 27,208 |  
|Less: Interest income           |  |      | (305   | )    |  |      | (17    | ) |  |   | (5     | )
|                                |  |      |        |      |  |      |        |   |  |   |        |  
|Interest, net                   |  | $    | 24,707 |      |  | $    | 29,322 |   |  | $ | 27,203 |  
|                                |  |      |        |      |  |      |        |   |  |   |        |  

NOTE 5  INCOME TAXES

The Company files consolidated income tax returns with Nordstrom. Income taxes
have been provided on a separate return basis, and the difference between the
effective tax rate and the statutory Federal income tax rate is due to the
provision for state and local income taxes. At January 31, 2002 and 2001,
amounts due to Nordstrom for income taxes totaled $6,290 and $1,200 and are
included in Payable to Affiliates. The components of income taxes are as
follows:

|                           |                 |      |       |       |  |      |       |       |  |   |        |        | 
|-------------------------- | --------------- | ---- | ----- | ----- |  | ---- | ----- | ----- |  | - | ------ | ------ | 
|Year ended January 31,     |                 | 2002 |       | 2001  |  | 2000
|                           |                 |      |       |       |  |     
|Current income taxes:      |                 |      |       |       |  |      |       |       |  |   |        |       
|                           | Federal         |      | $     | 8,930 |  |      | $     | 3,780 |  |   | $      | 12,360 | 
|                           | State and local |      |       | 420   |  |      |       | 370   |  |   |        | 833    | 
|                           |                 |      |       |       |  |      |       |       |  |   |        |       
|Total current income taxes |                 |      | 9,350 |       |  |      | 4,150 |       |  |   | 13,193 |       
|Deferred income taxes      |                 |      | (650  | )     |  |      | 1,550 |       |  |   | (793   | )     
|                           |                 |      |       |       |  |      |       |       |  |   |        |       
|Total income taxes         |                 | $    | 8,700 |       |  | $    | 5,700 |       |  | $ | 12,400 |       
|                           |                 |      |       |       |  |      |       |       |  |   |        |       

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. At January 31, 2002 and 2001, deferred tax assets and
liabilities are primarily related to the securitization of the VISA accounts
receivable (See Note 6).

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NOTE 6  CUSTOMER ACCOUNTS RECEIVABLE

Customer accounts receivable, net, consists of the following:

|                                  |  |      |         |      |  |   |         |  
|--------------------------------- |  | ---- | ------- | ---- |  | - | ------- | -
|January 31,                       |  | 2002 |         | 2001
|                                  |  |      |         |     
|Unrestricted accounts             |  | $    | 5,441   |      |  | $ | 642,951 |  
|Restricted accounts               |  |      | 628,271 |      |  |   |        |  
|Master trust certificates         |  |      | 10,231  |      |  |   | 18,704  |  
|                                  |  |      |         |      |  |   |         |  
|                                  |  |      | 643,943 |      |  |   | 661,655 |  
|Holdback allowance                |  |      | (23,022 | )    |  |   | (16,531 | )
|                                  |  |      |         |      |  |   |         |  
|Customer accounts receivable, net |  | $    | 620,921 |      |  | $ | 645,124 |  
|                                  |  |      |         |      |  |   |         |  

The Company has no credit risk with respect to the Accounts, as Nordstrom
bears the risk of credit loss.

Restricted accounts back the $300 million of Class A notes and the $200 million
variable funding note issued by the Company in November 2001.

The Company owns an undivided, subordinate interest (Class B Certificate) in a
pool of VISA credit card receivables. External investors hold the Class A
Certificates and the Bank owns the Seller Retained Certificate and Interest
Only Strip. The carrying amount of the Class B certificate approximates fair
value and is included in customer accounts receivable.

The receivables sold to the trust are allocated between the various interests
in the trust based on those interests relative fair market value. The fair
values of the assets are calculated as the present value of their expected
future cash flows over the estimated life of the receivables sold into the
trust. Assumptions used to measure future cash flows are based on the current
performance trends of the receivable portfolio and include a weighted average
life of the receivables of 2.4 months, average credit losses of 7.41%, average
payment rate of 22.04%, and discount rate of 13.62% for the Class B
Certificate.

The following table summarizes the estimated fair value of the securities held
by the Company:

|                         |  |      |        |      |  |   |        | 
|------------------------ |  | ---- | ------ | ---- |  | - | ------ | 
|January 31,              |  | 2002 |        | 2001
|                         |  |      |        |     
|Class B Certificate      |  | $    | 10,849 |      |  | $ | 11,000 | 
|Seller Retained Interest |  |      |       |      |  |   | 9,047  | 

The Company previously held a portion of the Seller Retained Interest, but at
January 31, 2002, the Bank held and will continue to hold, the entire amount of
the Seller Retained Interest.

Interest income earned on the Class B Certificate and Seller Retained Interest
totaled $1,570, $2,818 and $1,550 as of January 31, 2002, 2001 and 2000 and is
included in service charge income and other on the consolidated statements of
earnings.

The Companys continuing involvement in the securitization of VISA receivables
will include recognizing income on retained assets as prescribed by EITF 99-20
and holding subordinated interests in the trust. The Bank will continue to
service the portfolio.

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NOTE 6  CUSTOMER ACCOUNTS RECEIVABLE (CONT.)

The Company also issued $300 million of receivable-backed securities supported
by substantially all of its private label receivables. This transaction is
accounted for as a secured financing. Total principal receivables of the
securitized portfolio on January 31, 2002 were approximately $625,516,
receivables more than 30 days past due were approximately $19,301, and charged
off receivables for the 12 months ending January 31, 2002 were $28,134. The
private label receivables also serve as collateral for a variable funding
facility with a limit of $200 million. Nothing was outstanding on this
facility on January 31, 2002.

The Companys continuing involvement in the securitization of private label
receivables will include pledging new receivables to the master note trust and
accounting for the transaction as a secured financing. The Bank will continue
to service the portfolio.

NOTE 7  RECEIVABLE FROM AFFILIATES AND OTHER

Receivable from Affiliates and other consist primarily of amounts due from
Nordstrom for borrowings under an agreement dated November 1,
2001 and amounts
due from the Bank for borrowings under an agreement dated March 1, 2000.
Borrowings under the agreements bear interest at floating rates based on a
published LIBOR rate (1.7% at January 31, 2002) and are due upon demand. At
January 31, 2002, $17,215 was outstanding on the note receivable from Nordstrom
and $20,880 was outstanding on the note receivable from the Bank. Receivable
from Affiliates and other also includes income and late fees due from Nordstrom
fsb related to the securitized accounts receivables.

NOTE 8  LAND, BUILDINGS AND EQUIPMENT

Land, buildings and equipment consist of the following:

|                                   |  |      |        |      |  |   |        |  
|---------------------------------- |  | ---- | ------ | ---- |  | - | ------ | -
|January 31,                        |  | 2002 |        | 2001
|                                   |  |      |        |     
|Land and land improvements         |  | $    | 662    |      |  | $ | 662    |  
|Buildings                          |  |      | 6,900  |      |  |   | 6,889  |  
|Capitalized software               |  |      | 1,189  |      |  |   | 142    |  
|Fixtures and equipment             |  |      | 722    |      |  |   | 119    |  
|                                   |  |      |        |      |  |   |        |  
|                                   |  |      | 9,473  |      |  |   | 7,812  |  
|Less accumulated depreciation      |  |      | (4,269 | )    |  |   | (3,606 | )
|                                   |  |      |        |      |  |   |        |  
|                                   |  |      | 5,204  |      |  |   | 4,206  |  
|Construction in progress           |  |      |       |      |  |   | 265    |  
|                                   |  |      |        |      |  |   |        |  
|Land, buildings and equipment, net |  | $    | 5,204  |      |  | $ | 4,471  |  
|                                   |  |      |        |      |  |   |        |  

Depreciation is computed using a combination of accelerated and straight-line
methods. Estimated useful lives by major asset category are as follows:

|                       |  |                 |      | 
|---------------------- |  | --------------- | ---- | 
|Asset                  |  | Life (in years)
|                       |  |                
|Buildings              |  |                 | 5-40 | 
|Fixtures and equipment |  |                 | 3-15 | 
|Software               |  |                 | 3-7  | 

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NOTE 9  NOTES PAYABLE AND COMMERCIAL PAPER

The note payable to Nordstrom represents amounts borrowed under an agreement
dated July 17, 1997. Borrowings under the agreement bear interest at floating
rates based on a published LIBOR rate (5.4% at January 31, 2001 and 5.7% at
January 31, 2000) and are due upon demand. At January 31, 2002 there were no
outstanding borrowings on the note payable.

A summary of notes payable is as follows:

|                                      |                  |           |   |         |         |      |   |         |         |     |   |         |         |    
|------------------------------------- | ---------------- | --------- | - | ------- | ------- | ---- | - | ------- | ------- | --- | - | ------- | ------- | ---
|Year ended January 31,                |                  | 2002      |   | 2001    |         | 2000
|                                      |                  |           |   |         |         |     
|Average daily borrowings outstanding: |                  |           |   |         |         |      |   |         |         |     |   |         |        
|                                      | Nordstrom        |           | $ | 218,517 |         |      | $ | 241,987 |         |     | $ | 122,166 |        
|                                      | Other            |           |   |        |         |      |   |        |         |     |   | 2,598   |        
|Maximum amount outstanding:           |                  |           |   |         |         |      |   |         |         |     |   |        
|                                      | Nordstrom        |           |   |         | 338,680 |      |   |         | 398,130 |     |   |         | 253,180 |    
|                                      | Other            |           |   |         |        |      |   |         |        |     |   |         | 78,784  |    
|Weighted average interest rate:       |                  |           |   |         |         |      |   |         |         |     |   |         |        
|                                      | During the year: |           |   |         |         |      |   |         |         |     |   |         |        
|                                      |                  | Nordstrom |   |         |         | 3.8  | % |         |         | 6.4 | % |         |         | 5.4
|                                      |                  | Other     |   |         |         |     |   |         |         |    |   |         |         | 5.3
|                                      | At year-end:     |           |   |         |         |      |   |         |         |     |   |         |         |    
|                                      |                  | Nordstrom |   |         |         |     |   |         |         | 5.4 | % |         |         | 5.7

NOTE 10  LONG-TERM DEBT

Long-term debt consists of the following:

|                                           |  |      |         |      |  |   |         | 
|------------------------------------------ |  | ---- | ------- | ---- |  | - | ------- | 
|January 31,                                |  | 2002 |         | 2001
|                                           |  |      |         |     
|Medium-term notes, 7.25%, due 2002         |  | $    | 76,750  |      |  | $ | 87,750  | 
|Notes payable, 6.7%, due 2005              |  |      | 100,000 |      |  |   | 100,000 | 
|Receivable-backed PL Term, 4.82%, due 2006 |  |      | 300,000 |      |  |   |        | 
|                                           |  |      |         |      |  |   |         | 
|Total long-term debt                       |  | $    | 476,750 |      |  | $ | 187,750 | 
|                                           |  |      |         |      |  |   |         | 

Aggregate principal payments on long-term debt are as follows:
2002  $76,750, 2003  $0, 2004  $0, 2005  $100,000, 2006  $300,000
and after 2006  $0.

In November 2001, the Company issued $300 million of Class A notes backed by
Nordstrom Private Label Receivables (PL Term). The PL Term bears a fixed
interest rate of 4.82% and has an expected maturity of five years.

NOTE 11  SUPPLEMENTARY CASH FLOW INFORMATION

Supplementary cash flow information is as follows:

|                               |                                |      |   |        |  |      |   |        |  |  |   |        | 
|------------------------------ | ------------------------------ | ---- | - | ------ |  | ---- | - | ------ |  |  | - | ------ | 
|Year Ended January 31,         |                                | 2002 |   | 2001   |  | 2000
|                               |                                |      |   |        |  |     
|Cash paid during the year for: |                                |      |   |        |  |      |   |        |  |  |   |       
|                               | Interest                       |      | $ | 26,728 |  |      | $ | 29,446 |  |  | $ | 27,996 | 
|                               | Income taxes paid to Nordstrom |      |   | 3,610  |  |      |   | 6,100  |  |  |   | 12,700 | 

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NOTE 12  SELECTED QUARTERLY DATA (UNAUDITED)

|                             |  |             |        |             |  |             |        |             |  |       |        |  |  |  |        |  |  |  |         | 
|---------------------------- |  | ----------- | ------ | ----------- |  | ----------- | ------ | ----------- |  | ----- | ------ |  |  |  | ------ |  |  |  | ------- | 
|Year ended January 31, 2002  |  | 1st quarter |        | 2nd quarter |  | 3rd quarter |        | 4th quarter |  | Total
|                             |  |             |        |             |  |             |        |             |  |      
|Revenue                      |  |             | 29,317 |             |  |             | 26,588 |             |  |       | 24,789 |  |  |  | 27,444 |  |  |  | 108,138 | 
|Earnings before income taxes |  |             | 8,610  |             |  |             | 1,547  |             |  |       | 4,675  |  |  |  | 8,597  |  |  |  | 23,429  | 
|Net earnings                 |  |             | 5,410  |             |  |             | 977    |             |  |       | 2,935  |  |  |  | 5,407  |  |  |  | 14,729  | 

|                             |  |             |        |             |  |             |        |             |  |       |        |  |  |  |        |  |  |  |         | 
|---------------------------- |  | ----------- | ------ | ----------- |  | ----------- | ------ | ----------- |  | ----- | ------ |  |  |  | ------ |  |  |  | ------- | 
|Year ended January 31, 2001  |  | 1st quarter |        | 2nd quarter |  | 3rd quarter |        | 4th quarter |  | Total
|                             |  |             |        |             |  |             |        |             |  |      
|Revenue                      |  |             | 25,125 |             |  |             | 25,447 |             |  |       | 27,221 |  |  |  | 29,993 |  |  |  | 107,786 | 
|Earnings before income taxes |  |             | 5,895  |             |  |             | 2,739  |             |  |       | 4,338  |  |  |  | 2,293  |  |  |  | 15,265  | 
|Net earnings                 |  |             | 3,695  |             |  |             | 1,739  |             |  |       | 2,738  |  |  |  | 1,393  |  |  |  | 9,565   | 

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NORDSTROM CREDIT, INC. AND SUBSIDIARY
SCHEDULE II  VALUATION AND
QUALIFYING ACCOUNTS
(Dollars in thousands)

|                                                  |  |           |        |            |  |            |  |            |  |         |   |  |  |   |        |   |  |         |        |  |  |   |        | 
|------------------------------------------------- |  | --------- | ------ | ---------- |  | ---------- |  | ---------- |  | ------- | - |  |  | - | ------ | - |  | ------- | ------ |  |  | - | ------ | 
|                                                  |  |           |        |            |  | Column C   |  | Column D   |  |         |   | 
|Column A                                          |  | Column B  |        | Additions  |  | Deductions |  | Column E  
|                                                  |  |           |        |            |  |            |  |           
|                                                  |  |           |        |            |  |            |  |            |  |         |   |  |  |   |        |   |  | Account |        |  |  |  
|                                                  |  | Balance   |        | Charged to |  | Charged    |  | write-offs |  | Balance
|                                                  |  | beginning |        | costs and  |  | to other   |  | net of     |  | end of 
|Description                                       |  | of period |        | expenses   |  | accounts   |  | recoveries |  | period 
|                                                  |  |           |        |            |  |            |  |            |  |        
|Holdback allowance -
customer accounts
receivable |  |           |        |            |  |            |  |            |  |         |   |  |  |   |        |   |  |         |        |  |  |   |        | 
|Year ended January 31, 2002                       |  | $         | 16,531 |            |  |            |  |            |  |         |  |  |  | $ | 34,624 | * |  | $       | 28,133 |  |  | $ | 23,022 | 
|Year ended January 31, 2001                       |  | $         | 15,838 |            |  |            |  |            |  |         |  |  |  | $ | 20,369 | * |  | $       | 19,676 |  |  | $ | 16,531 | 
|Year ended January 31, 2000                       |  | $         | 24,543 |            |  |            |  |            |  |         |  |  |  | $ | 11,707 | * |  | $       | 20,412 |  |  | $ | 15,838 | 

*     The Company purchases Accounts net of this amount which represents the
allowance for uncollectible amounts. Bad debt expenses are reflected on the
books of Nordstrom for Accounts generated through sales at Nordstrom stores.

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EXHIBIT INDEX

|        |  |                                                                                                                                                                                                                                   |  |                                                                                                                        
|------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -----------------------------------------------------------------------------------------------------------------------
|EXHIBIT |  | METHOD OF FILING                                                                                                                                                                                                                 
|        |  |                                                                                                                                                                                                                                  
|3.1     |  | Articles of Incorporation                                                                                                                                                                                                         |  | Incorporated by reference from the
Registrants Form 10-K for the year
ended January 31, 1991, Exhibit 3.1             
|3.2     |  | By-laws, as amended and restated
on December 19, 1995                                                                                                                                                                             |  | Incorporated by reference
from the Registrants Form
10-K for the year ended January
31, 1996, Exhibit 3.3             
|10.1    |  | Investment Agreement dated October
8, 1984 between Registrant and
Nordstrom, Inc.                                                                                                                                                 |  | Incorporated by reference from
Registrants Form 10, Exhibit 10.1                                                      
|10.2    |  | 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 amended
|10.3    |  | 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
Registrants Form 10-K for the
year ended January 31, 2001,
Exhibit 10.3                
|10.4    |  | Second Amendment to the Operating
Agreement dated August 30, 1991
between Registrant and Nordstrom
National Credit Bank, dated
October 1, 2001                                                                                    |  | Filed herewith electronically                                                                                          
|10.5    |  | 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 10.4            
|10.6    |  | Loan Agreement dated July 17,
1997 between Registrant and
Nordstrom, Inc.                                                                                                                                                         |  | Incorporated by reference from
Registrants Form 10-Q for the
quarter ended October 31, 1997,
Exhibit 10.1             
|10.7    |  | Amendment to the Loan Agreement
dated July 17, 1997 between
Registrant and Nordstrom, Inc.,
dated September 3, 1997                                                                                                               |  | Incorporated by reference from
Registrants Form 10-Q for the
quarter ended October 31, 1997,
Exhibit 10.2             
|10.8    |  | Series 1996-A Supplement to Master
Pooling and Servicing Agreement
dated August 14, 1996 between
Registrant, Nordstrom National
Credit Bank and Norwest Bank
Colorado, N.A., as trustee                                           |  | Incorporated by reference from
Registrants Form 10-Q for the
quarter ended October 31, 1996,
Exhibit 10.3             
|10.9    |  | 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 |  | Incorporated by reference from
Registrants Form 10-K for the
year ended January 31, 1998,
Exhibit 10.13               





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|        |  |                                                                                                                                                                                                                                          |  |                                                                                                         
|------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------
|EXHIBIT |  | METHOD OF FILING                                                                                                                                                                                                                        
|        |  |                                                                                                                                                                                                                                         
|10.10   |  | Second amendment to the Series
1996-A Supplement to Master Pooling
and Servicing Agreement dated
August 14,1996 between Registrant,
Nordstrom National Credit Bank, and
Norwest Bank Colorado, N.A., as
trustee, dated February 28, 1999 |  | Incorporated by reference from
Registrants Form 10-Q for the
quarter ended April 30, 1999,
Exhibit 10.1
|10.11   |  | Third 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 October 1, 2001   |  | Filed herewith electronically                                                                           
|10.12   |  | Receivables Purchase Agreement dated
August 14, 1996 between Registrant
and Nordstrom, Inc.                                                                                                                                              |  | Incorporated by reference from
Registrants Form 10-K for the
year ended January 31, 1997,
Exhibit 10.10
|10.13   |  | Participation Agreement dated
August 14, 1996 between Registrant
and Nordstrom National Credit Bank                                                                                                                                      |  | Incorporated by reference from
Registrants Form 10-K for the
year ended January 31, 1997,
Exhibit 10.11
|10.14   |  | Loan Agreement dated November 1,
2001 between Nordstrom, Inc. and
Registrant                                                                                                                                                             |  | Filed herewith electronically                                                                           
|10.15   |  | Loan Agreement dated March 1, 2000
between Nordstrom fsb and
Registrant                                                                                                                                                                  |  | Filed herewith electronically                                                                           
|10.16   |  | Business Account Operating Agreement
dated February 1, 1997 between
Registrant and Nordstrom, Inc.                                                                                                                                       |  | Filed herewith electronically                                                                           
|10.17   |  | Amendment to the Business Account
Operating Agreement dated February
1, 1997 between Registrant and
Nordstrom, Inc., dated October 1,
2001                                                                                               |  | Filed herewith electronically                                                                           
|10.18   |  | Second Amendment to the Business
Account Operating Agreement dated
February 1, 1997 between Registrant
and Nordstrom, Inc., dated November
30, 2001                                                                                      |  | Filed herewith electronically                                                                           
|10.19   |  | Recourse Agreement dated March 1,
2001 between Registrant and
Nordstrom, Inc.                                                                                                                                                            |  | Filed herewith electronically                                                                           
|10.20   |  | Amendment to the Recourse Agreement
dated March 1, 2001 between
Registrant and Nordstrom, Inc.,
dated October 1, 2001                                                                                                                    |  | Filed herewith electronically                                                                           
|10.21   |  | Receivables Purchase Agreement dated
October 1, 2001 between Registrant
and Nordstrom Private Label
Receivables, LLC                                                                                                                     |  | Filed herewith electronically                                                                           





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|        |  |                                                                                                                                                                                                                     |  |                              
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -----------------------------
|EXHIBIT |  | METHOD OF FILING                                                                                                                                                                                                   
|        |  |                                                                                                                                                                                                                    
|10.22   |  | 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 |  | Filed herewith electronically
|10.23   |  | Master Indenture dated October 1,
2001 between Nordstrom Private
Label Credit Card Master Note
Trust and Wells Fargo Bank
Minnesota, N.A., as trustee                                                               |  | Filed herewith electronically
|10.24   |  | 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                                              |  | Filed herewith electronically
|10.25   |  | 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                                             |  | Filed herewith electronically
|10.26   |  | Amended and Restated Trust
Agreement dated October 1, 2001
between Nordstrom Private Label
Receivables, LLC, and Wilmington
Trust Company, as trustee                                                               |  | Filed herewith electronically
|12.1    |  | Computation of Ratio of Earnings
Available for Fixed Charges to
Fixed Charges                                                                                                                                       |  | Filed herewith electronically
|23.1    |  | Independent Auditors Consent                                                                                                                                                                                       |  | Filed herewith electronically