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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-K



(Mark One)


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

For the fiscal year ended January 31, 2003

OR

|     |  |                                                                                         
|---- |  | ----------------------------------------------------------------------------------------
|[  ] |  | 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
(State or other jurisdiction of
incorporation or organization) |  | 91-1181301
(IRS employer
Identification No.)

|                                                                               |  |                 
|------------------------------------------------------------------------------ |  | ----------------
|13531 East Caley, Englewood, Colorado
(Address of principal executive offices) |  | 80111
(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 each 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. [  ]

Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Exchange Act 12b-2).  
YES  [  ]   NO  [X]

On March 31, 2003 we had 10,000 shares of common stock ($.50 par value)
outstanding; all such shares are owned by our parent, Nordstrom, Inc.

We meet the conditions set forth in General Instruction I(1)(a) and (b) of
Form 10-K and are therefore filing this Form with the reduced disclosure
format.

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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 Operation
|               | 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                                     
|               | Item 14. Controls and Procedures                                                            
|PART IV       
|               | Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K                   
|SIGNATURES    
|CERTIFICATIONS
|EXHIBIT INDEX 
|EXHIBIT 3.2   
|EXHIBIT 10.6  
|EXHIBIT 10.7  
|EXHIBIT 10.25 
|EXHIBIT 10.26 
|EXHIBIT 10.30 
|EXHIBIT 10.31 
|EXHIBIT 12.1  
|EXHIBIT 23.1  
|EXHIBIT 99.1  
|EXHIBIT 99.2  



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TABLE OF CONTENTS

|                     |  |          |  |                                                                                       |  |      |  |  |  | 
|-------------------- |  | -------- |  | ------------------------------------------------------------------------------------- |  | ---- |  |  |  | 
|                     |  |          |  |                                                                                       |  | Page |  |  |  | 
|                     |  |          |  |                                                                                       |  |      |  |  |  | 
|PART I               |  |          |  |                                                                                      
|                     |  | Item 1.  |  | Business.                                                                             |  | 3   
|                     |  | Item 2.  |  | Properties.                                                                           |  | 3   
|                     |  | Item 3.  |  | Legal Proceedings.                                                                    |  | 3   
|                     |  | Item 4.  |  | Submission of
Matters to a Vote of Security Holders.                                  |  | 3   
|PART II              |  |          |  |                                                                                      
|                     |  | Item 5.  |  | Market for
Registrants Common Equity and Related Stockholder Matters.                |  | 3   
|                     |  | Item 6.  |  | Selected Financial
Data.                                                              |  | 3   
|                     |  | Item 7.  |  | Managements Discussion and Analysis of Financial Condition and Results of
Operation. |  | 3   
|                     |  | Item 7A. |  | Quantitative and
Qualitative Disclosures About Market Risk.                           |  | 4   
|                     |  | Item 8.  |  | Financial Statements
and Supplementary Data.                                          |  | 5   
|                     |  | Item 9.  |  | Changes in and Disagreements With Accountants on Accounting and Financial
Disclosure. |  | 5   
|PART III             |  |          |  |                                                                                      
|                     |  | Item 10. |  | Directors and
Executive Officers of the Registrant.                                   |  | 5   
|                     |  | Item 11. |  | Executive
Compensation.                                                               |  | 5   
|                     |  | Item 12. |  | Security Ownership
of Certain Beneficial Owners and Management.                       |  | 5   
|                     |  | Item 13. |  | Certain
Relationships and Related Transactions.                                       |  | 5   
|                     |  | Item 14. |  | Controls and
Procedures.                                                              |  | 5   
|PART IV              |  |          |  |                                                                                      
|                     |  | Item 15. |  | Exhibits, Financial
Statement Schedules, and Reports on Form 8-K.                     |  | 6   
|SIGNATURES           |  |          |  | 10                                                                                   
|CERTIFICATIONS       |  |          |  | 11                                                                                   
|FINANCIAL STATEMENTS |  | 15      

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




Item 2. Properties.

We lease an office building in Englewood, Colorado where our principal offices
are located.




Item 3. Legal Proceedings.

We are not a party to any material legal proceedings.




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

Not required under reduced disclosure format.




PART II




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

The class of securities registered is our common stock, $.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, 2003. Our common stock is
owned entirely by our 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, 2003 and 2002.




Item 6. Selected Financial Data.

Not required under reduced disclosure format.




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

We earn service charge income on our accounts receivable. Service charge
income was essentially flat in 2002, as compared to 2001, due to a slight
decrease in average accounts receivable balances offset by a slight increase in
the weighted average service charge rate.

Other fees and charges consist primarily of late fees. In the fourth quarter
of 2001, we entered into a securitization of our private label receivables.
Other fees and charges increased in 2002 as compared to 2001 primarily due to
the late fee income earned on these receivables. Late fees are charged based
on the dollar balance of the delinquent accounts. Late fee income was $8.8 and
$3.0 million in 2002 and 2001.

Net interest expense decreased in 2002 as compared to 2001 as a result of a
decrease in short-term debt outstanding and a decrease in interest rates,
partially offset by an increase in long-term debt outstanding.

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Item 7. Managements Discussion and Analysis of Financial Condition and
Results of Operation (Cont.)

Servicing and marketing fees paid to Nordstrom fsb (the Bank) for servicing
our receivables decreased in 2002 as compared to 2001 due to a change in the
servicing fee structure charged by the Bank. This change was effective in the
fourth quarter of 2001 and was made to reflect the competitive market rate for
portfolio servicing.

Effective at the start of fiscal 2002, we no longer expense charges related to
purchase incentives for Nordstrom credit cards, bad debt expense related to
returned checks, and gift card expenses. These charges are now expensed by
Nordstrom. As a result, selling, general and administrative expenses decreased
in 2002 as compared to 2001. Selling, general and administrative expenses
would have been $33.2 million for the year ended January 31, 2003 if the
expenses had not been transferred to Nordstrom.

Certain other information required under this item is included in Notes 1, 2
and 6 to the Financial Statements on pages 19, 20 and 22 of this report, which
is incorporated by reference.




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

We are exposed to market risk from changes in interest rates. In seeking to
minimize risk, we manage exposure through our regular operating and financing
activities. We do not use financial instruments for trading or other
speculative purposes and are not party to any leveraged financial instruments.

We manage interest rate exposure through our 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, we believe that the risk of material loss is low.

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

|                                   |                                 |      |         |        |   |      |   |      |  |      |         |            |   |      |         |      |   |  |   |   |  |  |   |   |  |   |             |        |             |   |         |        | 
|---------------------------------- | ------------------------------- | ---- | ------- | ------ | - | ---- | - | ---- |  | ---- | ------- | ---------- | - | ---- | ------- | ---- | - |  | - | - |  |  | - | - |  | - | ----------- | ------ | ----------- | - | ------- | ------ | 
|                                   |                                 |      |         |        |   |      |   |      |  |      |         |            |   |      |         |      |   |  |   |   |  |  |   |   |  |   | Total at    |        | Fair value 
|                                   |                                 |      |         |        |   |      |   |      |  |      |         |            |   |      |         |      |   |  |   |   |  |  |   |   |  |   | January 31, |        | January 31,
|Dollars in thousands               |                                 | 2003 |         | 2004   |   | 2005 |   | 2006 |  | 2007 |         | Thereafter |   | 2003 |         | 2003
|                                   |                                 |      |         |        |   |      |   |      |  |      |         |            |   |      |         |     
|Interest Rate Risk                 |                                 |      |         |        |   |      |   |      |  |      |         |            |   |      |         |      |   |  |   |   |  |  |   |   |  |   |             |        |             |   |         |       
|Assets                             |                                 |      |         |        |   |      |   |      |  |      |         |            |   |      |         |      |   |  |   |   |  |  |   |   |  |   |             |        |             |   |         |       
|Customer accounts receivable       |                                 | $    | 616,835 |        |   |      |   |      |  |      |         |            |   |      |         |      |   |  |   |   |  |  |   |   |  | $ | 616,835     |        |             | $ | 616,835 |       
|                                   | Variable interest rate*         |      |         | 19.1   | % |      |   |      |  |      |         |            |   |      |         |      |   |  |   |   |  |  |   |   |  |   |             | 19.1   | %           |   |         |        | 
|Note receivable from
Nordstrom fsb |                                 | $    | 84,395  |        |   |      |   |      |  |      |         |            |   |      |         |      |   |  |   |   |  |  |   |   |  | $ | 84,395      |        |             | $ | 84,395  |       
|                                   | Year end Interest rate          |      |         | 1.3    | % |      |   |      |  |      |         |            |   |      |         |      |   |  |   |   |  |  |   |   |  |   |             | 1.3    | %           |   |         |        | 
|Liabilities                        |                                 |      |         |        |   |      |   |      |  |      |         |            |   |      |         |      |   |  |   |   |  |  |   |   |  |   |             |        |             |   |         |       
|                                   | Note
payable to
Nordstrom, Inc. |      | $       | 74,460 |   |      |   |      |  |      |         |            |   |      |         |      |   |  |   |   |  |  |   |   |  |   | $           | 74,460 |             |   | $       | 74,460 | 
|                                   | Year end Interest rate          |      |         | 1.3    | % |      |   |      |  |      |         |            |   |      |         |      |   |  |   |   |  |  |   |   |  |   |             | 1.3    | %           |   |         |        | 
|Long-term debt                     |                                 |      |        |        |   |      |  |      |  | $    | 100,000 |            |   | $    | 300,000 |      |   |  |  |   |  |  |  |   |  | $ | 400,000     |        |             | $ | 435,100 |       
|                                   | Fixed average interest rate     |      |         |       |   |      |   |     |  |      |         | 6.7        | % |      |         | 4.8  | % |  |   |  |  |  |   |  |  |   |             | 5.3    | %           |   |         |        | 

*     This is our weighted average interest rate on customer accounts receivable,
which is a combination of fixed rates and floating rates based on prime. The
actual effective interest rate is lower due to accounts which are paid off
within 30 days and defaults.

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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 13 of this report are incorporated herein
by reference.
|
| | The ratio of earnings available for fixed charges to fixed charges is
4.17, 1.94 and 1.52 for 2002, 2001 and 2000.                                                                                                            
|
| | (b) Other Financial Statements and Schedule                                                                                                                                                                                   
|
| | The schedule required under Regulation S-X is filed pursuant to Item 15 of
this report.                                                                                                                                       




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



| | None
| | ----




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.




Item 14. Controls and Procedures.

Disclosure controls are controls and other procedures that are designed to
ensure that information required to be disclosed in our Exchange Act reports is
recorded, processed, summarized and reported, within the time periods specified
in the SECs rules and forms. Disclosure controls and procedures are also
designed to ensure that such information is accumulated and communicated to our
management, including
our President and Chief Financial Officer, as appropriate to allow timely
decisions regarding required disclosure. Internal controls are procedures
that are designed to provide reasonable assurance that our transactions are
properly authorized, our assets are safeguarded against unauthorized or
improper use and our transactions are properly recorded and reported, all to
permit the preparation of our financial statements in conformity with generally
accepted accounting principles.

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Item 14. Controls and Procedures (Cont.)

Within the 90-day period prior to the filing of this report, we performed an
evaluation under the supervision and with the participation of management,
including our President and Chief Financial Officer, of our disclosure controls
and procedures. Based upon that evaluation, the President and the Chief
Financial Officer concluded that our disclosure controls and procedures are
effective in the timely recording, processing, summarizing and reporting of
material financial and non-financial information.

We reviewed our internal controls for effectiveness periodically during the
period covered by this report. No significant changes were made in our
internal controls or in other factors that could significantly affect our
internal controls subsequent to the date of their last evaluation.




PART IV




Item 15. 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 13 of this report is
incorporated herein by reference.

|               |  |                                                                                                                                                                                                                                                                   
|-------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a)3. Exhibits |  |                                                                                                                                                                                                                                                                   
|               |  |                                                                                                                                                                                                                                                                   
|(3.1)          |  | Articles of Incorporation of the Registrant are hereby
incorporated by reference from the Registrants Form 10-K for the
year ended January 31, 1991, Exhibit 3.1.                                                                                                
|               |  |                                                                                                                                                                                                                                                                   
|(3.2)          |  | By-laws of the Registrant, as amended and restated on May
19, 1998 are filed herein as an Exhibit.                                                                                                                                                                
|               |  |                                                                                                                                                                                                                                                                   
|(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.

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|                           |  |                                                                                                                                                                                                                                                                                                                                                                  
|-------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a)3. Exhibits (Continued) |  |                                                                                                                                                                                                                                                                                                                                                                  
|                           |  |                                                                                                                                                                                                                                                                                                                                                                  
|(10.4)                     |  | Second Amendment to the Operating Agreement dated August 30, 1991
between Registrant and Nordstrom National Credit Bank, dated October
1, 2001 is hereby incorporated by reference from the Registrants
Form 10-K for the year ended January 31, 2002, Exhibit 10.4.                                                                                            
|                           |  |                                                                                                                                                                                                                                                                                                                                                                  
|(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)                     |  | First Amendment to the Corporate Services Agreement dated February
1, 2001 between Registrant and Nordstrom fsb, dated February 1, 2001
is filed herein as an Exhibit.                                                                                                                                                                                           
|                           |  |                                                                                                                                                                                                                                                                                                                                                                  
|(10.7)                     |  | Second Amendment to the Corporate Services Agreement dated
February 1, 2001 between Registrant and Nordstrom fsb, dated
February 1, 2002 is filed herein as an Exhibit.                                                                                                                                                                                          
|                           |  |                                                                                                                                                                                                                                                                                                                                                                  
|(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.
|                           |  |                                                                                                                                                                                                                                                                                                                                                                  
|(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 hereby incorporated by reference
from the Registrants Form 10-K for the year ended January 31, 2002,
Exhibit 10.11.    
|                           |  |                                                                                                                                                                                                                                                                                                                                                                  
|(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)                    |  | Business Account Operating Agreement dated February 1, 1997
between Registrant and Nordstrom, Inc. is hereby incorporated by
reference from the Registrants Form 10-K for the year ended January
31, 2002, Exhibit 10.16.                                                                                                                                       

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|                           |  |                                                                                                                                                                                                                                                                                                                                            
|-------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a)3. Exhibits (Continued) |  |                                                                                                                                                                                                                                                                                                                                            
|                           |  |                                                                                                                                                                                                                                                                                                                                            
|(10.15)                    |  | Amendment to the Business Account Operating Agreement dated
February 1, 1997 between Registrant and Nordstrom, Inc., dated
October 1, 2001 is hereby incorporated by reference from the
Registrants Form 10-K for the year ended January 31, 2002, Exhibit
10.17.                                                                         
|                           |  |                                                                                                                                                                                                                                                                                                                                            
|(10.16)                    |  | Second Amendment to the Business Account Operating Agreement
dated February 1, 1997 between Registrant and Nordstrom, Inc., dated
November 30, 2001 is hereby incorporated by reference from the
Registrants Form 10-K for the year ended January 31, 2002, Exhibit
10.18.                                                                
|                           |  |                                                                                                                                                                                                                                                                                                                                            
|(10.17)                    |  | Recourse Agreement dated March 1, 2001 between Registrant and
Nordstrom, Inc. is hereby incorporated by reference from the
Registrants Form 10-K for the year ended January 31, 2002, Exhibit
10.19.                                                                                                                                      
|                           |  |                                                                                                                                                                                                                                                                                                                                            
|(10.18)                    |  | Amendment to the Recourse Agreement dated March 1, 2001 between
Registrant and Nordstrom, Inc., dated October 1, 2001 is hereby
incorporated by reference from the Registrants Form 10-K for the
year ended January 31, 2002, Exhibit 10.20.                                                                                              
|                           |  |                                                                                                                                                                                                                                                                                                                                            
|(10.19)                    |  | Receivables Purchase Agreement dated October 1, 2001 between
Registrant and Nordstrom Private Label Receivables, LLC is hereby
incorporated by reference from the Registrants Form 10-K for the
year ended January 31, 2002, Exhibit 10.21.                                                                                               
|                           |  |                                                                                                                                                                                                                                                                                                                                            
|(10.20)                    |  | 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 hereby incorporated by reference from the Registrants
Form 10-K for the year ended January 31, 2002, Exhibit 10.22.
|                           |  |                                                                                                                                                                                                                                                                                                                                            
|(10.21)                    |  | 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 hereby incorporated by reference from the
Registrants Form 10-K for the year ended January 31, 2002, Exhibit
10.23.                                                             
|                           |  |                                                                                                                                                                                                                                                                                                                                            
|(10.22)                    |  | 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 hereby incorporated by
reference from the Registrants Form 10-K for the year ended January
31, 2002, Exhibit 10.24.                                           
|                           |  |                                                                                                                                                                                                                                                                                                                                            
|(10.23)                    |  | 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 hereby incorporated by
reference from the Registrants Form 10-K for the year ended January
31, 2002, Exhibit 10.25.                                          
|                           |  |                                                                                                                                                                                                                                                                                                                                            
|(10.24)                    |  | Amended and Restated Trust Agreement dated October 1, 2001
between Nordstrom Private Label Receivables, LLC, and Wilmington
Trust Company, as trustee, is hereby incorporated by reference from
the Registrants Form 10-K for the year ended January 31, 2002,
Exhibit 10.26.                                                             
|                           |  |                                                                                                                                                                                                                                                                                                                                            
|(10.25)                    |  | Note Purchase Agreement dated December 4, 2001 between Nordstrom
Private Label Receivables, LLC, Nordstrom fsb, Falcon Asset
Securitization Corporation, and Bank One, NA, as agent, is filed
herein as an Exhibit.                                                                                                                        

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|                           |  |                                                                                                                                                                                                                                                                  
|-------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a)3. Exhibits (Continued) |  |                                                                                                                                                                                                                                                                  
|                           |  |                                                                                                                                                                                                                                                                  
|(10.26)                    |  | First Amendment to the Note Purchase Agreement dated December 4,
2001 between Nordstrom Private Label Receivables, LLC, Nordstrom
fsb, Falcon Asset Securitization Corporation, and Bank One, NA, as
agent, dated December 2, 2002 is filed herein as an Exhibit.
|                           |  |                                                                                                                                                                                                                                                                  
|(10.27)                    |  | Loan agreement dated February 1, 2002 between Nordstrom, Inc. and
Registrant is hereby incorporated by reference from the Registrants
Form 10-Q for the quarter ended April 30, 2002, Exhibit 10.1.                                                             
|                           |  |                                                                                                                                                                                                                                                                  
|(10.28)                    |  | Loan agreement dated February 1, 2002, between Registrant and
Nordstrom, Inc. is hereby incorporated by reference from the
Registrants Form 10-Q for the quarter ended April 30, 2002, Exhibit
10.2.                                                            
|                           |  |                                                                                                                                                                                                                                                                  
|(10.29)                    |  | Loan agreement dated May 1, 2002 between Nordstrom fsb and
Registrant is hereby incorporated by reference from the Registrants
Form 10-Q for the quarter ended July 31, 2002, Exhibit 10.1.                                                                     
|                           |  |                                                                                                                                                                                                                                                                  
|(10.30)                    |  | Purchase and Sale Agreement dated December 16, 2002 between
Registrant and Nudo-Weiner Associates, LLC is filed herein as an
Exhibit.                                                                                                                            
|                           |  |                                                                                                                                                                                                                                                                  
|(10.31)                    |  | First Amendment to the Purchase and Sale Agreement dated December
16, 2002 between Registrant and Nudo-Weiner Associates, LLC, dated
December 19, 2002 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.                                                                                                                                                                                                     
|                           |  |                                                                                                                                                                                                                                                                  
|(99.1)                     |  | Certification of Chief Executive Officer regarding periodic report
containing financial statements is filed herein as an Exhibit.                                                                                                                                
|                           |  |                                                                                                                                                                                                                                                                  
|(99.2)                     |  | Certification of Chief Financial Officer regarding periodic report
containing financial statements 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 17, 2003 |  | /s/                    |  | Michael G. Koppel           
|                     |  |                       
|                     |  |                        |  | Michael G. Koppel           
|                     |  |                        |  | Vice President and Treasurer

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated.

|    |  |                               |  |     |  |                   
|--- |  | ----------------------------- |  | --- |  | ------------------
|/s/ |  | Kevin T. Knight               |  | /s/ |  | Blake W. Nordstrom
|    |  |                              
|    |  | Kevin T. Knight               |  |     |  | Blake W. Nordstrom
|    |  | Director and President        |  |     |  | Director          
|    |  | (Principal Executive Officer) |  |     |  |                   
|    |  |                               |  |     |  |                   
|/s/ |  | Michael G. Koppel             |  | /s/ |  | Marc A. Anacker   
|    |  |                              
|    |  | Michael G. Koppel             |  |     |  | Marc A. Anacker   
|    |  | Vice President and Treasurer  |  |     |  | Director          
|    |  | (Principal Accounting and     |  |     |  |                   
|    |  | Financial Officer)            |  |     |  |                   

Date: April 17, 2003

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CERTIFICATIONS

Certification required by Section 302(a) of the Sarbanes-Oxley Act of 2002

I, Kevin T. Knight, certify that:

1.     I have reviewed this annual report on Form 10-K of Nordstrom Credit, Inc.;

2.     Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3.     Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4.     The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a)     designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;

b)     evaluated the effectiveness of the registrants disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the Evaluation Date); and

c)     presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5.     The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent functions):

a)     all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrants ability to record,
process, summarize and report financial data and have identified for the
registrants auditors any material weaknesses in internal controls; and

b)     any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal controls;
and

6.     The registrants other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.



|                     |  |  |     |                
|-------------------- |  |  | --- | ---------------
|Date: April 17, 2003 |  |  | /s/ | Kevin T. Knight
|                     |  |  |    
|                     |  |  |     | Kevin T. Knight
|                     |  |  |     | President      

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Certification required by Section 302(a) of the Sarbanes-Oxley Act of 2002

I, Michael G. Koppel, certify that:

1.     I have reviewed this annual report on Form 10-K of Nordstrom Credit, Inc.;

2.     Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3.     Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4.     The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a)     designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;

b)     evaluated the effectiveness of the registrants disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the Evaluation Date); and

c)     presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5.     The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent functions):

a)     all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrants ability to record,
process, summarize and report financial data and have identified for the
registrants auditors any material weaknesses in internal controls; and

b)     any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal controls;
and

6.     The registrants other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

|                     |  |     |  |                             
|-------------------- |  | --- |  | ----------------------------
|Date: April 17, 2003 |  | /s/ |  | Michael G. Koppel           
|                     |  |    
|                     |  |     |  | Michael G. Koppel           
|                     |  |     |  | Vice President and Treasurer

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Nordstrom Credit, Inc. and Subsidiary
Index To Consolidated Financial Statements and Schedule

|                                                            |                                                 |  |        |    | 
|----------------------------------------------------------- | ----------------------------------------------- |  | ------ | -- | 
|                                                            |                                                 |  | Page  
|                                                            |                                                 |  | Number
|                                                            |                                                 |  |       
|Independent Auditors Report                                |                                                 |  | 14     |   
|Consolidated Statements of Earnings                         |                                                 |  | 15     |   
|Consolidated Balance Sheets                                 |                                                 |  | 16     |   
|Consolidated Statements of Investment of Nordstrom, Inc.    |                                                 |  | 17     |   
|Consolidated Statements of Cash Flows                       |                                                 |  | 18     |   
|Notes to Consolidated Financial Statements                  |                                                 |  | 19     |   
|Additional financial information required to be furnished - |                                                 |  |        |   
|                                                            | Financial Statement Schedule:                   |  |        |    | 
|                                                            | Schedule II - Valuation and Qualifying Accounts |  |        | 26 | 

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, 2003 and 2002,
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,
2003. 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, 2003 and 2002, and the results of their
operations and their cash flows for each of the three years in the period ended
January 31, 2003, 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 17, 2003

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Nordstrom Credit, Inc. and Subsidiary
Consolidated Statements of Earnings
(Dollars in thousands)

|                             |                |                                                    |        |         |         |      |        |         |         |   |        |         |         | 
|---------------------------- | -------------- | -------------------------------------------------- | ------ | ------- | ------- | ---- | ------ | ------- | ------- | - | ------ | ------- | ------- | 
|Year Ended January 31,       |                | 2003                                               |        | 2002    |         | 2001
|                             |                |                                                    |        |         |         |     
|Revenue:                     |                |                                                    |        |         |         |      |        |         |         |   |        |        
|                             |                | Service charge income                              |        | $       | 101,331 |      |        | $       | 101,742 |   |        | $       | 103,556 | 
|                             |                | Other fees and charges                             |        |         | 10,985  |      |        |         | 4,355   |   |        |         | 2,884   | 
|                             |                | Rental income from affiliates                      |        |         | 1,700   |      |        |         | 2,041   |   |        |         | 1,346   | 
|                             |                |                                                    |        |         |         |      |        |         |         |   |        |         |         | 
|                             | Total revenue  |                                                    |        | 114,016 |         |      |        | 108,138 |         |   |        | 107,786 |        
|Expenses:                    |                |                                                    |        |         |         |      |        |         |         |   |        |        
|                             |                | Interest, net                                      |        |         | 22,691  |      |        |         | 24,707  |   |        |         | 29,322  | 
|                             |                | Servicing and marketing fees paid to
Nordstrom fsb |        |         | 14,684  |      |        |         | 32,496  |   |        |         | 42,452  | 
|                             |                | Selling, general and administrative                |        |         | 1,335   |      |        |         | 27,506  |   |        |         | 20,747  | 
|                             |                |                                                    |        |         |         |      |        |         |         |   |        |         |         | 
|                             | Total expenses |                                                    |        | 38,710  |         |      |        | 84,709  |         |   |        | 92,521  |        
|                             |                |                                                    |        |         |         |      |        |         |         |   |        |         |         | 
|Earnings before income taxes |                |                                                    | 75,306 |         |         |      | 23,429 |         |         |   | 15,265 |        
|Income taxes                 |                |                                                    | 27,487 |         |         |      | 8,700  |         |         |   | 5,700  |        
|                             |                |                                                    |        |         |         |      |        |         |         |   |        |         |         | 
|Net earnings                 |                | $                                                  | 47,819 |         |         | $    | 14,729 |         |         | $ | 9,565  |        
|                             |                |                                                    |        |         |         |      |        |         |         |   |        |         |         | 

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,                                                                                 |                   | 2003 |         | 2002   
|                                                                                            |                   |      |         |        
|ASSETS                                                                                      |                   |      |         |         |  |   |         |        
|Cash and cash equivalents                                                                   |                   | $    | 370     |         |  | $ | 3,368   |        
|Customer accounts receivable, net of allowance for doubtful
accounts of $22,385 and $23,022 |                   |      | 594,450 |         |  |   | 618,095 |        
|Receivable from affiliates and other receivables, net                                       |                   |      | 29,936  |         |  |   | 13,900  |        
|Notes receivable from affiliates                                                            |                   |      | 84,395  |         |  |   | 38,095  |        
|Land, buildings and equipment, net                                                          |                   |      | 264     |         |  |   | 5,204   |        
|Deferred taxes and other assets                                                             |                   |      | 8,701   |         |  |   | 2,316   |        
|                                                                                            |                   |      |         |         |  |   |         |        
|                                                                                            |                   | $    | 718,116 |         |  | $ | 680,978 |        
|                                                                                            |                   |      |         |         |  |   |         |        
|LIABILITIES AND INVESTMENT OF NORDSTROM                                                     |                   |      |         |         |  |   |         |        
|Payable to affiliates, net                                                                  |                   | $    | 1,601   |         |  | $ | 20,264  |        
|Note payable to Nordstrom                                                                   |                   |      | 74,460  |         |  |   |        |        
|Accrued interest, taxes and other                                                           |                   |      | 1,482   |         |  |   | 7,080   |        
|Long-term debt                                                                              |                   |      | 400,000 |         |  |   | 476,750 |        
|Other liabilities                                                                           |                   |      | 15,870  |         |  |   |        |        
|                                                                                            |                   |      |         |         |  |   |         |        
|                                                                                            | Total liabilities |      |         | 493,413 |  |   |         | 504,094 | 
|Investment of Nordstrom                                                                     |                   |      | 224,703 |         |  |   | 176,884 |        
|                                                                                            |                   |      |         |         |  |   |         |        
|                                                                                            |                   | $    | 718,116 |         |  | $ | 680,978 |        
|                                                                                            |                   |      |         |         |  |   |         |        

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
(Dollars in thousands except per share amounts)

|                            |              |  |                               |  |          |   |          |  |       |   |         |        |  |   |         |        | 
|--------------------------- | ------------ |  | ----------------------------- |  | -------- | - | -------- |  | ----- | - | ------- | ------ |  | - | ------- | ------ | 
|                            |              |  | Common Stock, $.50 par value, |  |          |   |          |  |       |   |        
|                            |              |  | 100,000 shares authorized     |  |          |   |          |  |       |   |        
|                            |              |  |                               |  | Retained |   |          |  |      
|                            |              |  | Shares                        |  | Amount   |   | Earnings |  | Total
|                            |              |  |                               |  |          |   |          |  |      
|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 |       
|                            | Net earnings |  |                               |  |          |   |          |  |       |   |         | 47,819 |  |   |         | 47,819 | 
|                            |              |  |                               |  |          |   |          |  |       |   |         |        |  |   |         |       
|Balance at January 31, 2003 |              |  | 10,000                        |  |          | $ | 55,058   |  |       |   | 169,645 |        |  |   | 224,703 |       
|                            |              |  |                               |  |          |   |          |  |       |   |         |        |  |   |         |       

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,                               |                                                                                     | 2003                          |                                                       | 2002    |     | 2001   
|                                                     |                                                                                     |                               |                                                       |         |     |        
|Operating Activities:                                |                                                                                     |                               |                                                       |         |     |         |         |          |     |         |         |        
|                                                     | Net earnings                                                                        |                               | $                                                     | 47,819  |     |         | $       | 14,729   |     |         | $       | 9,565   |    
|                                                     | Adjustments to reconcile net earnings to net cash
provided by operating activities: |                               |                                                       |         |     |         |         |          |     |         |         |         |    
|                                                     |                                                                                     | Depreciation and amortization |                                                       |         | 376 |         |         |          | 875 |         |         |         | 548 |       
|                                                     |                                                                                     | Change in:                    |                                                       |         |     |         |         |          |     |         |         |         |     |       
|                                                     |                                                                                     |                               | Receivable from affiliates and
other receivables, net |         |     | (16,036 | )       |          |     | (929    | )       |         |     | (4,622 | )
|                                                     |                                                                                     |                               | Notes receivable from affiliates                      |         |     | (46,300 | )       |          |     | (38,095 | )       |         |     |       |  
|                                                     |                                                                                     |                               | Deferred taxes and other assets                       |         |     | (6,517  | )       |          |     | (1,931  | )       |         |     |       |  
|                                                     |                                                                                     |                               | Payable to affiliates, net                            |         |     | (18,663 | )       |          |     | 19,850  |         |         |     | 414    |  
|                                                     |                                                                                     |                               | Accrued interest, taxes and other                     |         |     | (6,085  | )       |          |     | (4,486  | )       |         |     | 6,201  |  
|                                                     |                                                                                     |                               |                                                       |         |     |         |         |          |     |         |         |         |    
|Net cash (used in) provided by operating activities  |                                                                                     |                               | (45,406                                               | )       |     |         | (9,987  | )        |     |         | 12,106  |        
|                                                     |                                                                                     |                               |                                                       |         |     |         |         |          |     |         |         |         |    
|Investing Activities:                                |                                                                                     |                               |                                                       |         |     |         |         |          |     |         |         |        
|                                                     | Decrease (increase) in customer accounts
receivable, net                            |                               |                                                       | 23,645  |     |         |         | 27,029   |     |         |         | (86,433 | )  
|                                                     | Retirements (additions) to property and
equipment, net                              |                               |                                                       | 1,053   |     |         |         | (1,396   | )   |         |         | (495    | )  
|                                                     | Proceeds from sale-leaseback of Denver Credit
facility, net                         |                               |                                                       | 20,000  |     |         |         |         |     |         |         |        |    
|                                                     |                                                                                     |                               |                                                       |         |     |         |         |          |     |         |         |         |    
|Net cash provided by (used in) investing activities  |                                                                                     |                               | 44,698                                                |         |     |         | 25,633  |          |     |         | (86,928 | )      
|                                                     |                                                                                     |                               |                                                       |         |     |         |         |          |     |         |         |         |    
|Financing Activities:                                |                                                                                     |                               |                                                       |         |     |         |         |          |     |         |         |        
|                                                     | Borrowings (repayments) under note payable
to Nordstrom, net                        |                               |                                                       | 74,460  |     |         |         | (301,430 | )   |         |         | 132,350 |    
|                                                     | Principal payments on long-term debt                                                |                               |                                                       | (76,750 | )   |         |         | (11,000  | )   |         |         | (57,600 | )  
|                                                     | Proceeds from issuance of long-term debt                                            |                               |                                                       |        |     |         |         | 300,000  |     |         |         |        |    
|                                                     |                                                                                     |                               |                                                       |         |     |         |         |          |     |         |         |         |    
|Net cash (used in) provided by financing activities  |                                                                                     |                               | (2,290                                                | )       |     |         | (12,430 | )        |     |         | 74,750  |        
|                                                     |                                                                                     |                               |                                                       |         |     |         |         |          |     |         |         |         |    
|Net (decrease) increase in cash and cash equivalents |                                                                                     |                               | (2,998                                                | )       |     |         | 3,216   |          |     |         | (72     | )      
|Cash and cash equivalents at beginning of year       |                                                                                     |                               | 3,368                                                 |         |     |         | 152     |          |     |         | 224     |        
|                                                     |                                                                                     |                               |                                                       |         |     |         |         |          |     |         |         |         |    
|Cash and cash equivalents at end of year             |                                                                                     | $                             | 370                                                   |         |     | $       | 3,368   |          |     | $       | 152     |        
|                                                     |                                                                                     |                               |                                                       |         |     |         |         |          |     |         |         |         |    

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

We are a wholly-owned subsidiary of Nordstrom, Inc. (Nordstrom) incorporated
in the state of Washington in 1982 and reincorporated in the state of Colorado
in 1990. Our primary business is to finance customer accounts receivables
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. The Bank was formerly
known as Nordstrom National Credit Bank, a national banking association
organized on August 30, 1991. The credit segment disclosed in the Nordstrom,
Inc. financial statements includes our financial information as well as the
Banks financial information.

Under an operating agreement dated August 30, 1991, as amended on March 1, 2000
and October 1, 2001 (the Operating Agreement), we purchase Accounts from the
Bank for a price equal to the amount of Accounts originated. The Bank performs
the servicing functions for the Accounts. Until October 2001, we paid the Bank
a servicing fee of 2.3% of sales generated from these Accounts. Effective
November 2001, we pay a servicing fee of 2% to the Bank based on average
accounts receivable balances. We also pay a monthly marketing fee to the Bank
for its marketing efforts to increase customer accounts receivable balances
upon which we earn service charge income.

On October 1, 2001, we established a wholly-owned subsidiary, Nordstrom Private
Label Receivables LLC (NPLR) in connection with the issuance of the $300
million receivable-backed securities supported by our private label
receivables. We sell 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, we 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. When the merchandise certificate is issued, Nordstrom assumes the
liability. Through January 31, 2002, we recorded the expense as the reward
points were earned. Effective February 1, 2002, the reward points are
expensed by Nordstrom.

We have an investment agreement with Nordstrom (the Investment Agreement)
dated October 8, 1984, which, among other things, governs ownership of our
stock and the financial relationships between us. The Investment Agreement
requires that Nordstrom maintain our 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 of our outstanding shares of stock. This
agreement does not, however, represent a guarantee by Nordstrom of payment for
any of our obligations.

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.
We eliminate all significant intercompany transactions and balances in
consolidation.

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Note 2 - Summary Of Significant Accounting Policies (Cont.)

Use of Estimates: We make estimates and assumptions that affect the reported
amounts in the 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: We review our long-lived assets annually for impairment or
when events or changes in circumstances indicate the carrying value of these
assets may not be recoverable.

Fair Value of Financial Instruments: The carrying amount of cash equivalents,
customer accounts receivable, notes receivable and notes payable approximate
fair value because of the short maturity of these instruments. The fair value
of long-term debt (including current maturities), using quoted markets prices
of the same or similar issues with the same remaining term to maturity, is
approximately $435,100 and $471,251 at January 31, 2003 and 2002.

Recent Accounting Pronouncements:

In February 2002, we 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 our financial
statements.

We adopted SFAS No. 145 Rescission of FASB Statements No. 4, 44, and 64,
Amendment of FASB Statement No. 13, and Technical Corrections in the second
quarter of 2002. SFAS No. 145 updates, clarifies and simplifies existing
accounting pronouncements related to extinguishments of debt, provisions of the
Motor Carrier Act of 1980 and lease transactions. The adoption of this
statement did not have a material impact on our financial statements.

SFAS No. 146 Accounting for Costs Associated with Exit or Disposal Activities
was also adopted by us in the second quarter of 2002. SFAS No. 146 nullifies
EITF 94-3 Liability Recognition for Certain Employee Termination Benefits and
Other Costs to Exit an Activity (including Certain Costs Incurred in a
Restructuring) by requiring that a liability for a cost associated with an
exit or disposal activity be recognized when the liability is incurred versus
when an entity is committed to an exit plan. The adoption of this statement
did not have a material impact on our financial statements.

Note 3 - Related Party Transactions

In January 2003, we sold our building in Englewood, Colorado and Nordstrom
subsequently leased it back from a third party (see Note 8). We pay rent
monthly to Nordstrom under a three-year sublease agreement. Rent paid to
Nordstrom for January 2003 was $73. We sublease space in the building to the
Bank under a three-year term, paid on a month-to-month basis. Rent received
from the Bank was $1,664, $1,980 and $1,285 in 2002, 2001 and 2000.

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Note 3 - Related Party Transactions (Cont.)

We also own 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 2002, 2001 and 2000.

We pay a monthly marketing fee to the Bank for its marketing efforts to
increase customer accounts receivable balances upon which we earn service
charge income. The fee is based on the amount of revenue generated by our
customer accounts receivable. Fees paid to the Bank were $4,353, $5,899 and
$10,300 in 2002, 2001 and 2000.

Note 4 - Interest, Net

The components of interest, net are as follows:

|                          |  |      |        |      |  |      |        |   |  |   |        |  
|------------------------- |  | ---- | ------ | ---- |  | ---- | ------ | - |  | - | ------ | -
|Year ended January 31,    |  | 2003 |        | 2002 |  | 2001
|                          |  |      |        |      |  |     
|Note payable to Nordstrom |  | $    | 785    |      |  | $    | 8,410  |   |  | $ | 15,487 |  
|Short-term debt           |  |      | 331    |      |  |      |       |   |  |   |       |  
|Long-term debt            |  |      | 22,670 |      |  |      | 16,602 |   |  |   | 13,852 |  
|                          |  |      |        |      |  |      |        |   |  |   |        |  
|Total interest cost       |  |      | 23,786 |      |  |      | 25,012 |   |  |   | 29,339 |  
|Less: Interest income     |  |      | (1,095 | )    |  |      | (305   | ) |  |   | (17    | )
|                          |  |      |        |      |  |      |        |   |  |   |        |  
|Interest, net             |  | $    | 22,691 |      |  | $    | 24,707 |   |  | $ | 29,322 |  
|                          |  |      |        |      |  |      |        |   |  |   |        |  

Interest income of $1,039, $305 and $10 was received from affiliates in 2002,
2001 and 2000.

Note 5 - Income Taxes

We file 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, 2003 and 2002, amounts due to
Nordstrom for income taxes totaled $3,041 and $6,290 and are included in
Receivable from affiliates and other receivables, net and Payable to
affiliates, net, respectively. The components of income taxes are as follows:

|                           |                 |      |        |        |  |      |       |       |  |   |       |       | 
|-------------------------- | --------------- | ---- | ------ | ------ |  | ---- | ----- | ----- |  | - | ----- | ----- | 
|Year ended January 31,     |                 | 2003 |        | 2002   |  | 2001
|                           |                 |      |        |        |  |     
|Current income taxes:      |                 |      |        |        |  |      |       |       |  |   |       |      
|                           | Federal         |      | $      | 32,361 |  |      | $     | 8,280 |  |   | $     | 5,330 | 
|                           | State and local |      |        | 1,315  |  |      |       | 420   |  |   |       | 370   | 
|                           |                 |      |        |        |  |      |       |       |  |   |       |      
|Total current income taxes |                 |      | 33,676 |        |  |      | 8,700 |       |  |   | 5,700 |      
|Deferred income taxes      |                 |      | (6,189 | )      |  |      |      |       |  |   |      |      
|                           |                 |      |        |        |  |      |       |       |  |   |       |      
|Total income taxes         |                 | $    | 27,487 |        |  | $    | 8,700 |       |  | $ | 5,700 |      
|                           |                 |      |        |        |  |      |       |       |  |   |       |      

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Note 5 - Income Taxes (Cont.)

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, 2003, the deferred tax asset of $6,189 is
related to the sale of the Denver Credit building (see Note 8).

Note 6 - Customer Accounts Receivable

Customer accounts receivable, net, consists of the following:

|                                              |              |      |         |         |  |   |         |         | 
|--------------------------------------------- | ------------ | ---- | ------- | ------- |  | - | ------- | ------- | 
|January 31,                                   |              | 2003 |         | 2002   
|                                              |              |      |         |        
|Private label trade receivables:              |              |      |         |         |  |   |         |        
|                                              | Unrestricted |      | $       | 3,188   |  |   | $       | 2,615   | 
|                                              | Restricted   |      |         | 613,647 |  |   |         | 628,271 | 
|Allowance for doubtful accounts               |              |      | (22,385 | )       |  |   | (23,022 | )      
|                                              |              |      |         |         |  |   |         |        
|Private label trade receivables, net          |              |      | 594,450 |         |  |   | 607,864 |        
|VISA securitization master trust certificates |              |      |        |         |  |   | 10,231  |        
|                                              |              |      |         |         |  |   |         |        
|Customer accounts receivable, net             |              | $    | 594,450 |         |  | $ | 618,095 |        
|                                              |              |      |         |         |  |   |         |        

We have no credit risk with respect to the Accounts, as Nordstrom bears the
risk of credit loss.

Through April 30, 2002, we owned an undivided, subordinate interest (Class B
Certificate) in a pool of VISA credit card receivables. External investors
held the Class A Certificates and the Bank owned the Seller Retained
Certificate and Interest Only Strip. On May 1, 2002, the Class B Certificates
were repaid. We received cash in the amount of $11,060 representing the face
value of the note plus accrued interest and recognized a gain on redemption of
$661. The gain is the excess of cash received over the carrying amount of the
Class B Certificate, and was recognized in the second quarter of 2002.

In 2001, we issued $300 million of receivable-backed securities supported by
substantially all of our private label credit card receivables. This
transaction is accounted for as a secured financing. 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,
2003.

Total principal receivables of the securitized portfolio at January 31, 2003
and 2002 were approximately $609,784 and $625,516, and receivables more than 30
days past due were approximately $16,973 and $19,301. Net charged off
receivables for the years ended January 31, 2003 and 2002 were $29,555 and
$28,134.

Our 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.

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Note 7  Notes Receivable from Affiliates

Notes receivable from affiliates consists of amounts due from the Bank for
borrowings under an agreement dated May 1, 2002 and amounts due from Nordstrom
for borrowings under an agreement dated February 1, 2002. Borrowings under the
agreements are due upon demand and bear interest at rates based on the A1/P1
Commercial Paper rate (1.3% at January 31, 2003). Through January 31, 2002,
the interest rate relating to these borrowings was a floating rate based on a
published LIBOR rate (1.7% at January 31, 2002). At January 31, 2003 and 2002,
$0 and $17,215 was outstanding on the note receivable from Nordstrom and
$84,395 and $20,880 was outstanding on the note receivable from the Bank.

Note 8  Land, Buildings and Equipment

Land, buildings and equipment consist of the following:

|                                   |  |      |     |      |  |   |        |  
|---------------------------------- |  | ---- | --- | ---- |  | - | ------ | -
|January 31,                        |  | 2003 |     | 2002
|                                   |  |      |     |     
|Land and land improvements         |  | $    | 158 |      |  | $ | 662    |  
|Buildings                          |  |      |    |      |  |   | 6,900  |  
|Leasehold improvements             |  |      | 8   |      |  |   |       |  
|Capitalized software               |  |      |    |      |  |   | 1,189  |  
|Fixtures and equipment             |  |      | 180 |      |  |   | 722    |  
|                                   |  |      |     |      |  |   |        |  
|                                   |  |      | 346 |      |  |   | 9,473  |  
|Less accumulated depreciation      |  |      | (82 | )    |  |   | (4,269 | )
|                                   |  |      |     |      |  |   |        |  
|Land, buildings and equipment, net |  | $    | 264 |      |  | $ | 5,204  |  
|                                   |  |      |     |      |  |   |        |  

In January 2003, we sold our Credit facility in Englewood, Colorado for $20,000
and Nordstrom subsequently leased it back from a third party. We pay rent
monthly to Nordstrom under a three-year sublease agreement. $103 in gain was
recorded at the time of the sale, while the remaining gain of $15,919 will be
recognized as a reduction to rent expense evenly over the 15 year life of the
lease.

We compute depreciation using a combination of accelerated and straight-line
methods. Estimated useful lives by major asset category are as follows:

|                       |  |                                        |      | 
|---------------------- |  | -------------------------------------- | ---- | 
|Asset                  |  | Life (in years)                       
|                       |  |                                       
|Buildings              |  |                                        | 5-40 | 
|Fixtures and equipment |  |                                        | 3-15 | 
|Leasehold improvements |  | Shorter of life of lease or asset life
|Software               |  |                                        | 3-7  | 

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Note 9 - Note Payable to Nordstrom

The note payable to Nordstrom represents amounts borrowed under an agreement
dated February 1, 2002. Borrowings under the agreement are due upon demand and
bear interest at rates based on the A1/P1 Commercial Paper rate (1.3% at
January 31, 2003). At January 31, 2003 there was $74,460 outstanding on the
note payable. There was nothing outstanding at January 31, 2002.

Other activity during the year is related to short-term borrowings drawn on our
variable funding note (see Note 6). Nothing was outstanding on this note at January 31, 2003.

A summary of notes payable is as follows:

|                                      |                  |           |   |         |     |      |   |         |     |   |   |         |     |  
|------------------------------------- | ---------------- | --------- | - | ------- | --- | ---- | - | ------- | --- | - | - | ------- | --- | -
|Year ended January 31,                |                  | 2003      |   | 2002    |     | 2001
|                                      |                  |           |   |         |     |     
|Average daily borrowings outstanding: |                  |           |   |         |     |      |   |         |     |   |   |        
|                                      | Nordstrom        |           | $ | 49,293  |     |      | $ | 218,517 |     |   | $ | 241,987 |    
|                                      | Other            |           |   | 370     |     |      |   |        |     |   |   |        |    
|Maximum amount outstanding:           |                  |           |   |         |     |      |   |         |     |   |   |        
|                                      | Nordstrom        |           |   | 166,285 |     |      |   | 338,680 |     |   |   | 398,130 |    
|                                      | Other            |           |   | 15,000  |     |      |   |        |     |   |   |        |    
|Weighted average interest rate:       |                  |           |   |         |     |      |   |         |     |   |   |        
|                                      | During the year: |           |   |         |     |      |   |         |     |   |   |         |    
|                                      |                  | Nordstrom |   |         | 1.6 | %    |   |         | 3.8 | % |   |         | 6.4 | %
|                                      |                  | Other     |   |         | 2.0 | %    |   |         |    |   |   |         |    |  
|                                      | At year-end:     |           |   |         |     |      |   |         |     |   |   |         |    
|                                      |                  | Nordstrom |   |         | 1.3 | %    |   |         |    |   |   |         | 5.4 | %

Note 10 - Long-Term Debt

Long-term debt consists of the following:

|                                                           |  |      |         |      |  |   |         | 
|---------------------------------------------------------- |  | ---- | ------- | ---- |  | - | ------- | 
|January 31,                                                |  | 2003 |         | 2002
|                                                           |  |      |         |     
|Medium-term notes, 7.25%, due 2002                         |  | $    |        |      |  | $ | 76,750  | 
|Notes payable, 6.7%, due 2005                              |  |      | 100,000 |      |  |   | 100,000 | 
|Receivable-backed private label
term note, 4.82%, due 2006 |  |      | 300,000 |      |  |   | 300,000 | 
|                                                           |  |      |         |      |  |   |         | 
|Total long-term debt                                       |  | $    | 400,000 |      |  | $ | 476,750 | 
|                                                           |  |      |         |      |  |   |         | 

Our principal payments on long-term debt will be $100,000 in 2005 and $300,000
in 2006.

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Note 11 - Supplementary Cash Flow Information

Supplementary cash flow information is as follows:

|                               |                                |      |   |        |  |      |   |        |  |  |   |        | 
|------------------------------ | ------------------------------ | ---- | - | ------ |  | ---- | - | ------ |  |  | - | ------ | 
|Year ended January 31,         |                                | 2003 |   | 2002   |  | 2001
|                               |                                |      |   |        |  |     
|Cash paid during the year for: |                                |      |   |        |  |      |   |        |  |  |   |       
|                               | Interest                       |      | $ | 25,263 |  |      | $ | 26,728 |  |  | $ | 29,446 | 
|                               | Income taxes paid to Nordstrom |      |   | 30,736 |  |      |   | 3,610  |  |  |   | 6,100  | 

Note 12 - Selected Quarterly Data (Unaudited)

|                             |  |             |        |             |  |             |        |             |  |       |        |  |  |   |        |  |  |   |         | 
|---------------------------- |  | ----------- | ------ | ----------- |  | ----------- | ------ | ----------- |  | ----- | ------ |  |  | - | ------ |  |  | - | ------- | 
|Year ended January 31, 2003  |  | 1st quarter |        | 2nd quarter |  | 3rd quarter |        | 4th quarter |  | Total
|                             |  |             |        |             |  |             |        |             |  |      
|Revenue                      |  | $           | 27,626 |             |  | $           | 29,007 |             |  | $     | 28,087 |  |  | $ | 29,296 |  |  | $ | 114,016 | 
|Earnings before income taxes |  |             | 18,150 |             |  |             | 19,204 |             |  |       | 18,235 |  |  |   | 19,717 |  |  |   | 75,306  | 
|Net earnings                 |  |             | 11,530 |             |  |             | 12,194 |             |  |       | 11,575 |  |  |   | 12,520 |  |  |   | 47,819  | 

|                             |  |             |        |             |  |             |        |             |  |       |        |  |  |   |        |  |  |   |         | 
|---------------------------- |  | ----------- | ------ | ----------- |  | ----------- | ------ | ----------- |  | ----- | ------ |  |  | - | ------ |  |  | - | ------- | 
|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  | 

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Nordstrom Credit, Inc. and Subsidiary
Schedule II - Valuation and
Qualifying Accounts
(Dollars in thousands)

|                                                  |                  |           |           |           |            |            |          |            |            |        |         |         |  |  |         |        |  |  |   |        | 
|------------------------------------------------- | ---------------- | --------- | --------- | --------- | ---------- | ---------- | -------- | ---------- | ---------- | ------ | ------- | ------- |  |  | ------- | ------ |  |  | - | ------ | 
|Column A                                          |                  | Column B  |           | Column C  |            | Column D   |          | Column E  
|                                                  |                  |           |           | Additions |            | Deductions |          |           
|                                                  |                  |           |           |           |            |            |          |           
|                                                  |                  |           |           |           |            |            |          |            |            |        |         |         |  |  | Account |        |  |  |  
|                                                  |                  |           | Balance   |           | Charged to |            | Charged  |            | write-offs |        | Balance
|                                                  |                  |           | beginning |           | costs and  |            | to other |            | net of     |        | end of 
|Description                                       |                  | of period |           | expenses  |            | accounts   |          | recoveries |            | period
|                                                  |                  |           |           |           |            |            |          |            |            |       
|Holdback allowance - customer
accounts receivable |                  |           |           |           |            |            |          |            |            |        |         |         |  |  |         |        |  |  |   |       
|Year ended:                                       |                  |           |           |           |            |            |          |            |            |        |         |         |  |  |         |        |  |  |   |       
|                                                  | January 31, 2003 |           | $         | 23,022    |            |            |          |           |            |        | $       | 28,918* |  |  | $       | 29,555 |  |  | $ | 22,385 | 
|                                                  | January 31, 2002 |           | $         | 16,531    |            |            |          |           |            |        | $       | 34,624* |  |  | $       | 28,133 |  |  | $ | 23,022 | 
|                                                  | January 31, 2001 |           | $         | 15,838    |            |            |          |           |            |        | $       | 20,369* |  |  | $       | 19,676 |  |  | $ | 16,531 | 

*     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 May 19,
1998                                                                                                                                                                                  |  | Filed herewith electronically                                                                                          
|     |  |                                                                                                                                                                                                                                   |  |                                                                                                                        
|10.1 |  | Investment Agreement dated October 8, 1984 between
Registrant and Nordstrom, Inc.                                                                                                                                                 |  | 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                                                                                                                                   |  | 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 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                                                                                    |  | Incorporated by reference from the
Registrants Form 10-K for the year
ended January 31, 2002, Exhibit 10.4            
|     |  |                                                                                                                                                                                                                                   |  |                                                                                                                        
|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 |  | First Amendment to the Corporate Services
Agreement dated February 1, 2001 between
Registrant and Nordstrom fsb, dated February
1, 2001                                                                                           |  | Filed herewith electronically                                                                                          
|     |  |                                                                                                                                                                                                                                   |  |                                                                                                                        
|10.7 |  | Second Amendment to the Corporate Services
Agreement dated February 1, 2001 between
Registrant and Nordstrom fsb, dated February
1, 2002                                                                                          |  | Filed herewith electronically                                                                                          
|     |  |                                                                                                                                                                                                                                   |  |                                                                                                                        
|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 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 |  | Incorporated by reference from the
Registrants Form 10-K for the year
ended January 31, 1998, Exhibit 10.13           





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##### Table of Contents



|      |  |                                                                                                                                                                                                                                          |  |                                                                                                             
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------
|      |  | 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 the
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   |  | Incorporated by reference from the
Registrants Form 10-K for the year
ended January 31, 2002, Exhibit 10.11
|      |  |                                                                                                                                                                                                                                          |  |                                                                                                             
|10.12 |  | Receivables Purchase Agreement dated August 14,
1996 between Registrant and Nordstrom, Inc.                                                                                                                                              |  | 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                                                                                                                                      |  | Incorporated by reference from the
Registrants Form 10-K for the year
ended January 31, 1997, Exhibit 10.11
|      |  |                                                                                                                                                                                                                                          |  |                                                                                                             
|10.14 |  | Business Account Operating Agreement dated
February 1, 1997 between Registrant and
Nordstrom, Inc.                                                                                                                                       |  | Incorporated by reference from the
Registrants Form 10-K for the year
ended January 31, 2002, Exhibit 10.16
|      |  |                                                                                                                                                                                                                                          |  |                                                                                                             
|10.15 |  | Amendment to the Business Account Operating
Agreement dated February 1, 1997 between
Registrant and Nordstrom, Inc., dated October 1,
2001                                                                                               |  | Incorporated by reference from the
Registrants Form 10-K for the year
ended January 31, 2002, Exhibit 10.17
|      |  |                                                                                                                                                                                                                                          |  |                                                                                                             
|10.16 |  | Second Amendment to the Business Account
Operating Agreement dated February 1, 1997
between Registrant and Nordstrom, Inc., dated
November 30, 2001                                                                                      |  | Incorporated by reference from the
Registrants Form 10-K for the year
ended January 31, 2002, Exhibit 10.18
|      |  |                                                                                                                                                                                                                                          |  |                                                                                                             
|10.17 |  | Recourse Agreement dated March 1, 2001 between
Registrant and Nordstrom, Inc.                                                                                                                                                            |  | Incorporated by reference from the
Registrants Form 10-K for the year
ended January 31, 2002, Exhibit 10.19
|      |  |                                                                                                                                                                                                                                          |  |                                                                                                             
|10.18 |  | Amendment to the Recourse Agreement dated
March 1, 2001 between Registrant and Nordstrom,
Inc., dated October 1, 2001                                                                                                                    |  | Incorporated by reference from the
Registrants Form 10-K for the year
ended January 31, 2002, Exhibit 10.20
|      |  |                                                                                                                                                                                                                                          |  |                                                                                                             
|10.19 |  | Receivables Purchase Agreement dated October 1,
2001 between Registrant and Nordstrom Private
Label Receivables, LLC                                                                                                                     |  | Incorporated by reference from the
Registrants Form 10-K for the year
ended January 31, 2002, Exhibit 10.21
|      |  |                                                                                                                                                                                                                                          |  |                                                                                                             
|10.20 |  | Transfer and Servicing Agreement dated October 1,
2001 between Nordstrom Private Label Receivables,
LLC, Nordstrom fsb, Wells Fargo Bank Minnesota,
N.A., and Nordstrom Private Label Credit Card
Master Note Trust                      |  | Incorporated by reference from the
Registrants Form 10-K for the year
ended January 31, 2002, Exhibit 10.22





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##### Table of Contents



|      |  |                                                                                                                                                                                                                                    |  |                                                                                                             
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------
|      |  | Exhibit                                                                                                                                                                                                                            |  | Method of Filing                                                                                            
|      |  |                                                                                                                                                                                                                                    |  |                                                                                                             
|10.21 |  | Master Indenture dated October 1, 2001 between
Nordstrom Private Label Credit Card Master Note
Trust and Wells Fargo Bank Minnesota, N.A., as
trustee                                                                              |  | Incorporated by reference from the
Registrants Form 10-K for the year
ended January 31, 2002, Exhibit 10.23
|      |  |                                                                                                                                                                                                                                    |  |                                                                                                             
|10.22 |  | Series 2001-1 Indenture Supplement dated October 1,
2001 between Nordstrom Private Label Credit
Card Master Note Trust and Wells Fargo Bank
Minnesota, N.A. as trustee                                                             |  | Incorporated by reference from the
Registrants Form 10-K for the year
ended January 31, 2002, Exhibit 10.24
|      |  |                                                                                                                                                                                                                                    |  |                                                                                                             
|10.23 |  | Series 2001-2 Indenture Supplement dated
December 4, 2001 between Nordstrom Private Label
Credit Card Master Note Trust and Wells Fargo
Bank Minnesota, N.A. as trustee                                                            |  | Incorporated by reference from the
Registrants Form 10-K for the year
ended January 31, 2002, Exhibit 10.25
|      |  |                                                                                                                                                                                                                                    |  |                                                                                                             
|10.24 |  | Amended and Restated Trust Agreement dated
October 1, 2001 between Nordstrom Private Label
Receivables, LLC, and Wilmington Trust
Company, as trustee                                                                              |  | Incorporated by reference from the
Registrants Form 10-K for the year
ended January 31, 2002, Exhibit 10.26
|      |  |                                                                                                                                                                                                                                    |  |                                                                                                             
|10.25 |  | Note Purchase Agreement dated December 4, 2001
between Nordstrom Private Label Receivables,
LLC, Nordstrom fsb, Falcon Asset Securitization
Corporation, and Bank One, NA, as agent                                                |  | Filed herewith electronically                                                                               
|      |  |                                                                                                                                                                                                                                    |  |                                                                                                             
|10.26 |  | First Amendment to the Note Purchase Agreement
dated December 4, 2001 between Nordstrom
Private Label Receivables, LLC, Nordstrom fsb,
Falcon Asset Securitization Corporation, and
Bank One, NA, as agent, dated December 2, 2002 |  | Filed herewith electronically                                                                               
|      |  |                                                                                                                                                                                                                                    |  |                                                                                                             
|10.27 |  | Loan agreement dated February 1, 2002 between
between Nordstrom, Inc. and Registrant                                                                                                                                               |  | Incorporated by reference from the
Registrants Form 10-Q for the
quarter ended April 30, 2002,
Exhibit 10.1
|      |  |                                                                                                                                                                                                                                    |  |                                                                                                             
|10.28 |  | Loan agreement dated February 1, 2002 between
between Registrant and Nordstrom, Inc.                                                                                                                                               |  | Incorporated by reference from the
Registrants Form 10-Q for the
quarter ended April 30, 2002,
Exhibit 10.2
|      |  |                                                                                                                                                                                                                                    |  |                                                                                                             
|10.29 |  | Loan agreement dated May 1, 2002 between
Nordstrom fsb and Registrant                                                                                                                                                              |  | Incorporated by reference from the
Registrants Form 10-Q for the
quarter ended July 31, 2002,
Exhibit 10.1 
|      |  |                                                                                                                                                                                                                                    |  |                                                                                                             
|10.30 |  | Purchase and Sale Agreement dated December
16, 2002 between Registrant and Nudo-Weiner
Associates, LLC                                                                                                                             |  | Filed herewith electronically                                                                               





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##### Table of Contents



|      |  |                                                                                                                                                        |  |                              
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------ |  | -----------------------------
|      |  | Exhibit                                                                                                                                                |  | Method of Filing             
|      |  |                                                                                                                                                        |  |                              
|10.31 |  | First Amendment to the Purchase and Sale
Agreement dated December 16, 2002 between
Registrant and Nudo-Weiner Associates, LLC,
dated December 19, 2002 |  | 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
|      |  |                                                                                                                                                        |  |                              
|99.1  |  | Certification of Chief Executive Officer regarding
periodic report containing financial statements                                                     |  | Filed herewith electronically
|      |  |                                                                                                                                                        |  |                              
|99.2  |  | Certification of Chief Financial Officer regarding
periodic report containing financial statements                                                     |  | Filed herewith electronically